UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                Form 10-Q/A No. 1

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                For the quarterly period ended March 31, 2005


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


             For the transition period from _________to _________

                         Commission file number 0-10831


                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
             (Exact Name of Registrant as Specified in Its Charter)



         California                                              94-2744492
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                         55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                         (Registrant's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.
Yes X  No___

Indicate by check mark  whether the  Registrant  is an  accelerated  filer (as
defined in Rule 120-2 of the Exchange Act). Yes _____ No __X__


                                Explanatory Note

Consolidated   Capital   Institutional    Properties   (the   "Partnership"   or
"Registrant")  is filing this Amendment on Form 10-Q (the  "Amendment")  for the
sole purpose of amending the  Partnership's  Amended  Annual Report on Form 10-Q
for the quarter  ended March 31, 2005 (the  "Amended  Filing").  This  Amendment
adjusts  the  Item  4.(a)  disclosure  regarding  the  Partnership's  disclosure
controls and procedures.

Please note that this Amendment  restates only those items of the Amended Filing
that  were  affected  by  the  above-described  corrections.   Furthermore,  the
information  contained in this Amendment is as of the date of the Amended Filing
and does not reflect any subsequent  information or events  occurring  after the
date of the Amended Filing.  Therefore,  you should read this Amendment together
with other documents that we have filed with the SEC subsequent to the filing of
the  Amended  Filing.  Information  in such  reports and  documents  updates and
supersedes certain information contained in this Amendment.


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     Financial Statements


                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except unit data)
<TABLE>
<CAPTION>

                                                            March 31,    December 31,
                                                               2005          2004
                                                           (Unaudited)    (Restated)
                                                                            (Note)
Assets
<S>                                                           <C>            <C>
   Cash and cash equivalents                                  $ 768          $ 955
   Receivables and deposits                                     1,140         1,155
   Restricted escrows                                             514           662
   Other assets                                                 1,941           989
   Investment in affiliated partnerships (Note D)                 624           624
   Investment properties:
      Land                                                     20,365        20,365
      Buildings and related personal property                 100,046        98,265
                                                              120,411       118,630
      Less:  Accumulated depreciation                         (29,112)      (27,837)
                                                               91,299        90,793
                                                             $ 96,286      $ 95,178
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                           $ 725         $ 1,499
   Tenant security deposit liabilities                            804           825
   Accrued property taxes                                         316           100
   Other liabilities                                            1,139         1,229
   Due to affiliates (Note C)                                   4,427         2,596
   Mortgage notes payable                                      65,279        65,768
                                                               72,690        72,017
Partners' Capital
   General partner                                                137            133
   Limited partners (199,043.2 units issued and
      outstanding)                                             23,459        23,028
                                                               23,596        23,161
                                                             $ 96,286      $ 95,178

Note: The  restated  consolidated  balance  sheet at December  31, 2004 has been
      derived from the audited  financial  statements  at that date but does not
      include all the information and footnotes  required by generally  accepted
      accounting principles for complete financial statements.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>


                                                                Three Months Ended
                                                                   March 31,
                                                                2005         2004
Revenues:                                                                 (Restated)
<S>                                                           <C>         <C>
   Rental income                                              $ 5,708     $ 5,355
   Other income                                                   468         494
      Total revenues                                            6,176       5,849
Expenses:
   Operating                                                    2,599       2,688
   General and administrative                                     200         263
   Depreciation                                                 1,276       1,353
   Interest                                                     1,173       1,140
   Property taxes                                                 468         443
   Casualty loss (Note G)                                          25          --
      Total expenses                                            5,741       5,887

Income (loss) from continuing operations                          435         (38)
Loss from discontinued operations (Notes A and E)                  --        (651)
Gain on sale of discontinued operations (Note E)                   --       1,433
Net income                                                    $   435     $   744
Net income allocated to general partner (1%)                  $     4     $     7
Net income allocated to limited partners (99%)                    431         737
                                                              $   435     $   744

Per limited partnership unit:
Income (loss) from continuing operations                      $  2.17     $ (0.19)
Loss from discontinued operations                                  --       (3.24)
Gain on sale of discontinued operations                            --        7.13
Net income per limited partnership unit                       $  2.17     $  3.70

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>



                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
           CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                                   (Unaudited)
                        (in thousands, except unit data)

<TABLE>
<CAPTION>


                                        Limited
                                      Partnership    General      Limited
                                         Units       Partner     Partners      Total

<S>                                    <C>          <C>          <C>         <C>
Original capital contributions         200,342.0    $     1      $200,342    $200,343

Partners' capital at
   December 31, 2004, as restated      199,043.2    $   133      $ 23,028    $ 23,161

Net income for the three
   months ended March 31, 2005                --          4           431         435

Partners' capital at
   March 31, 2005                      199,043.2    $   137      $ 23,459    $ 23,596


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                    2005       2004
                                                                           (Restated)
Cash flows from operating activities:
<S>                                                              <C>          <C>
  Net income                                                     $ 435        $ 744
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    1,276       1,452
   Amortization of loan costs, lease commissions and
    mortgage premiums                                                (43)        (35)
   Gain on sale of discontinued operations                            --      (1,433)
   Loss on early extinguishment of debt                               --         685
   Casualty loss                                                      25          --
   Change in accounts:
      Receivables and deposits                                        15         (25)
      Other assets                                                  (957)     (1,007)
      Accounts payable                                                84         241
      Tenant security deposit liabilities                            (21)        (46)
      Accrued property taxes                                         216        (225)
      Other liabilities                                              (90)        (39)
      Due to affiliates                                              192          77
       Net cash provided by operating activities                   1,132         389

Cash flows from investing activities:
  Net proceeds from sale of discontinued operations                   --       6,501
  Net receipts from (deposits to) restricted escrows                 148         (68)
  Property improvements and replacements                          (2,665)       (503)
       Net cash (used in) provided by investing activities        (2,517)      5,930

Cash flows from financing activities:
  Advances from general partner                                    1,639          --
  Payments on mortgage notes payable                                (420)       (407)
  Repayment of mortgage note payable                                  --      (3,248)
  Prepayment penalties                                                --        (871)
  Lease commissions, paid                                            (21)         (6)
       Net cash provided by (used in) financing activities         1,198      (4,532)

Net (decrease) increase in cash and cash equivalents                (187)      1,787
Cash and cash equivalents at beginning of period                     955       2,417
Cash and cash equivalents at end of period                       $ 768       $ 4,204

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,185      $ 1,234
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                       $ 414        $ 84

Included in property  improvements  and  replacements for the three months ended
March 31, 2005 are approximately  $1,272,000 of improvements which were included
in accounts payable at December 31, 2004.


         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is ultimately  owned by Apartment  Investment  and  Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been  included.  Operating  results for the three month
period ended March 31, 2005 are not  necessarily  indicative of the results that
may be expected  for the fiscal  year  ending  December  31,  2005.  For further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in the Partnership's Annual Report on Form 10-K/A No. 2 for the
fiscal year ended December 31, 2004.

The  Partnership  amended its Form 10-K for the year ended  December 31, 2004 to
adjust for the recording in 2002 of an  investment in an affiliated  partnership
and to reverse the related  equity in gains on sale of investment  properties in
the  affiliated  partnership  recognized  in 2003  and  2004.  The  value of the
investment  in 2002  should  have  been  recorded  at the  discounted  value  of
operating cash flows that were  reasonably  expected at the date the Partnership
foreclosed  on the  investment.  In  addition,  the  equity  in gains on sale of
investment  properties  recognized  in  2003  and  2004  should  not  have  been
recognized  because the related sales  proceeds will not be  distributed  to the
Partnership. Because of the errors noted above, the balance sheet as of December
31, 2004,  the statement of  operations  and the statement of cash flows for the
three months ended March 31, 2004 and the partners  capital  account at December
31, 2004,  have been  restated to reflect the  correction of these errors in the
restated financial statements.

As a result  of the sale of Tates  Creek  Village  Apartments  to a third  party
during the year ended  December  31, 2004 and in  accordance  with  Statement of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", the accompanying  consolidated  statements of
operations  for the three months  ended March 31, 2004 have been  restated as of
January 1, 2004 to reflect the  operations of Tates Creek Village  Apartments as
loss from  discontinued  operations.  In addition,  the  operations of Silverado
Apartments  are reflected as loss from  discontinued  operations due to its sale
during the three  months  ended  March 31,  2004.  Total loss from  discontinued
operations for the three months ended March 31, 2004 was approximately  $651,000
including revenues of approximately $697,000.

Segment Reporting: Statement of Financial Accounting Standards ("SFAS") SFAS No.
131,  "Disclosure  about  Segments of an  Enterprise  and  Related  Information"
established  standards  for the way  that  public  business  enterprises  report
information about operating segments in annual financial statements and requires
that those enterprises  report selected  information about operating segments in
interim financial reports. It also established standards for related disclosures
about products and services,  geographic areas, and major customers.  (See "Note
F" for detailed disclosure of the Partnership's segments).

Note B - Net Investment in Master Loan

The Partnership was initially  formed for the benefit of its limited partners to
lend funds to  Consolidated  Capital  Equity  Partners  ("CCEP"),  a  California
general partnership.  The general partner of CCEP is an affiliate of the General
Partner.

The  Partnership  loaned  funds to CCEP  subject  to a  nonrecourse  note with a
participation interest (the "Master Loan"). The loans were made to, and the real
properties that secured the Master Loan were purchased and owned by CCEP.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating with CCEP with respect to its options which included  foreclosing on
the properties  which  collateralized  the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collateralized  the  Master  Loan.  The  General  Partner  began the  process of
foreclosure  or executing  deeds in lieu of  foreclosure  during 2002 on all the
properties in CCEP.  During August 2002, the General  Partner  executed deeds in
lieu of foreclosure  on four of the active  properties of CCEP:  Silverado,  The
Knolls,  Indian Creek Village and Tates Creek Village  Apartments.  In addition,
one of the  properties  held by CCEP was sold in December  2002. On November 10,
2003 the  Partnership  acquired  the  four  remaining  properties  held by CCEP:
Plantation Gardens  Apartments,  Regency Oaks Apartments,  The Dunes Apartments,
and Palm Lake  Apartments.  These properties were sold at a foreclosure sale due
to CCEP's inability to repay the Master Loan and accrued interest.  As the deeds
were executed,  title in the properties previously owned by CCEP was transferred
to the Partnership  subject to the existing liens on such properties,  including
the first mortgage loans. As a result,  during the years ended December 2003 and
2002,  the  Partnership  assumed  responsibility  for  the  operations  of  such
properties.  The results of operations of the four  properties  foreclosed on in
2003 and 2002 are  reflected  in the  accompanying  consolidated  statements  of
operations for both the three month periods ended March 31, 2005 and 2004.

Note C - Related Party Transactions

The  Partnership  has no  employees  and depends on the General  Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the Partnership.

Affiliates  of the  General  Partner  receive  5% of  gross  receipts  from  the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $307,000 and $323,000 for the
three months ended March 31, 2005 and 2004,  respectively,  which is included in
operating expenses and loss from discontinued operations.

Affiliates of the General Partner charged the Partnership for  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $360,000 and
$192,000 for the three months ended March 31, 2005 and 2004,  respectively which
is included in general and  administrative  expenses and investment  properties.
The portion of these  reimbursements  included in investment  properties for the
three  months  ended  March 31, 2005 and 2004 are fees  related to  construction
management  services  provided  by  an  affiliate  of  the  General  Partner  of
approximately  $216,000 and $6,000,  respectively.  The construction  management
fees  are  calculated  based  on a  percentage  of  current  year  additions  to
investment properties.  At March 31, 2005,  approximately $317,000 of these fees
remain unpaid and are included in due to affiliates.

In connection with the sale of Silverado Apartments on March 31, 2004 (see "Note
E"), the General Partner earned a disposition fee of approximately $333,000. The
fee  was  included  in  gain  on  sale  of  discontinued  operations  and due to
affiliates at March 31, 2004. The fee was paid subsequent to March 31, 2004.

In accordance with the Partnership  Agreement,  the General Partner advanced the
Partnership   approximately   $1,639,000  for  expenses  at  the   Partnership's
properties and to fund  redevelopment  costs at The Sterling Apartment Homes and
The Knolls Apartments during the three months ended March 31, 2005. Interest was
charged  at the prime  rate plus 2% (7.75% at March 31,  2005) and  amounted  to
approximately  $61,000 for the three months ended March 31, 2005.  There were no
payments made on outstanding loans during the three months ended March 31, 2005.
At March 31, 2005, the amount of the outstanding  loans and accrued interest was
approximately  $4,110,000  and is included in due to  affiliates.  There were no
advances to the Partnership during the three months ended March 31, 2004.

Subsequent  to March 31, 2005,  the General  Partner  advanced  the  Partnership
approximately  $2,074,000 for capital improvements at Palm Lake and Indian Creek
Village  Apartments,  redevelopment costs at The Knolls Apartments and operating
costs at Indian Creek Village Apartments.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner.  During the three  months  ended March 31, 2005,  the  Partnership  was
charged by AIMCO and its affiliates  approximately $185,000 for hazard insurance
coverage  and fees  associated  with policy  claims  administration.  Additional
charges  will be incurred  by the  Partnership  during  2005 as other  insurance
policies renew later in the year. The  Partnership  was charged by AIMCO and its
affiliates  approximately  $282,000 for insurance  coverage and fees  associated
with policy claims administration during the year ended December 31, 2004.

Note D - Investment in Affiliated Partnerships
<TABLE>
<CAPTION>

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage      March 31, 2005
                                                                     (in thousands)
Consolidated Capital            Special Limited
<S>                                                    <C>                <C>
  Growth Fund                       Partner            0.40%              $ 13
Consolidated Capital            Special Limited
  Properties III                    Partner            1.85%                 17
Consolidated Capital            Special Limited
  Properties IV                     Partner            1.85%                594
                                                                           $ 624
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP  (see  "Note  B") and  are  accounted  for on the  equity  method  of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.  There were no distributions  received and no equity in income of
investment recognized during the three months ended March 31, 2005 and 2004.


<PAGE>


Note E - Sale of Investment Property

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas,  to an unaffiliated  third party for $6,650,000.  After payment of
closing  costs,  the  net  sales  proceeds  received  by  the  Partnership  were
approximately  $6,501,000.  The  Partnership  used a portion of the  proceeds to
repay the mortgage  encumbering the property of  approximately  $3,248,000.  The
sale  resulted  in a gain  on  sale  of  investment  property  of  approximately
$1,433,000  during the three  months  ended March 31,  2004.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$685,000 as a result of prepayment  penalties paid partially offset by the write
off of  the  unamortized  mortgage  premium  which  is  included  in  loss  from
discontinued   operations.   Pursuant  to  the  Partnership   Agreement  and  in
conjunction  with the sale,  a  disposition  fee of  approximately  $332,000 was
earned by the General Partner in accordance with the Partnership Agreement which
was accrued and included in due to  affiliates.  The fee was paid  subsequent to
March 31, 2004.  The results of the  property's  operations for the three months
ended March 31, 2004 are included in loss from discontinued operations which was
approximately $649,000 and includes revenues of approximately $338,000.

Note F - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment  derives its revenues:  The  Partnership  has two  reportable  segments:
residential  properties  and commercial  property.  The  Partnership's  property
segments  consist  of seven  apartment  complexes  one  each in North  Carolina,
Colorado,  and Kansas,  four in Florida and one multiple use facility consisting
of apartment units and commercial space in Pennsylvania.  The Partnership  rents
apartment units to tenants for terms that are typically less than twelve months.
The commercial property leases space to various medical offices,  career service
facilities, and retail shops at terms ranging from month to month to six years.

Measurement of segment profit and loss: The  Partnership  evaluates  performance
based on segment profit (loss) before  depreciation.  The accounting policies of
the  reportable  segments  are the same as those  described  in the  summary  of
significant accounting policies.

Factors  management used to identify the enterprise's  reportable  segment:  The
Partnership's  reportable  segments are business units  (investment  properties)
that offer  different  products and services.  The reportable  segments are each
managed  separately  because they provide distinct services with different types
of products and customers.

Segment  information for the three months ended March 31, 2005 and 2004 is shown
in the tables below (in  thousands).  The "Other"  Column  includes  partnership
administration  related items and income and expense not allocated to reportable
segments.
<TABLE>
<CAPTION>

                 2005                  Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 5,349       $ 359       $ --     $ 5,708
Other income                                 433           34         1         468
Interest expense                           1,052           55        66       1,173
Depreciation                               1,205           71        --       1,276
General and administrative
  expenses                                    --           --       200         200
Casualty loss                                (25)          --        --         (25)
Segment profit (loss)                        757          (57)     (265)        435
Total assets                              93,953        1,574       759      96,286
Capital expenditures for
  investment properties                    1,787           20        --       1,807
</TABLE>

<TABLE>
<CAPTION>

               2004                  Residential  Commercial     Other        Totals
                                     (Restated)                (Restated)   (Restated)
<S>                                    <C>           <C>          <C>        <C>
Rental income                          $ 5,011       $ 344        $ --       $ 5,355
Other income                               462           31          1           494
Gain on sale of investment               1,433           --         --         1,433
Loss from discontinued operations         (651)          --         --          (651)
Interest expense                         1,084           56         --         1,140
Depreciation                             1,294           59         --         1,353
General and administrative
  Expenses                                  --           --        263           263
Segment profit (loss)                    1,212         (206)      (262)          744
Total assets                            97,256        1,409       3,671      102,336
Capital expenditures for
  investment properties                    289         298          --           587
</TABLE>

Note G - Casualty Loss

During the year ended December 31, 2004, the Partnership's  investment property,
Regency Oaks Apartments,  sustained damages from Hurricanes Charlie, Frances and
Jeanne. The damages incurred totaled approximately  $245,000,  which will not be
covered  by  insurance  proceeds.  There was a  casualty  loss of  approximately
$204,000  recorded  at Regency  Oaks  Apartments  related to the  damages to the
property caused by the hurricanes  during 2004 and during the three months ended
March  31,  2005 the  Partnership  recognized  an  additional  casualty  loss of
approximately  $25,000 as a result of the write-off of additional  undepreciated
damaged assets. In addition, the property incurred approximately $7,000 in clean
up costs  during  the  three  months  ended  March  31,  2005  related  to these
hurricanes  which  were not  covered  by  insurance  proceeds.  These  costs are
included in operating expenses.

During the year ended December 31, 2004, the Partnership's  investment property,
The Dunes  Apartments,  sustained  damages from  Hurricane  Jeanne.  The damages
incurred totaled approximately  $38,000,  which will not be covered by insurance
proceeds.  During  2004,  there was a  casualty  loss of  approximately  $38,000
recorded at The Dunes  Apartments  related to the damages to the property caused
by Hurricane Jeanne. In addition, the property incurred approximately $44,000 in
clean up costs  during  the  three  months  ended  March  31,  2005  related  to
Hurricanes Jeanne and Frances which is included in operating expenses.

Note H - Contingencies

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their affiliated  partnerships and corporate  entities.  The action purported to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships  (including the Partnership) that are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities that were, at one time,  affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs sought monetary damages and equitable relief,  including judicial
dissolution of the Partnership. In addition, during the third quarter of 2001, a
complaint captioned Heller v. Insignia Financial Group (the "Heller action") was
filed against the same  defendants  that are named in the Nuanes  action.  On or
about August 6, 2001,  plaintiffs  filed a first amended  complaint.  The Heller
action was brought as a purported  derivative  action,  and asserted claims for,
among other things,  breach of fiduciary duty, unfair  competition,  conversion,
unjust  enrichment,  and judicial  dissolution.  On January 28, 2002,  the trial
court granted  defendants  motion to strike the  complaint.  Plaintiffs  took an
appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering judgment thereto. On May 4, 2004 the
Objector filed a second appeal  challenging the court's use of a referee and its
order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  The Court of Appeals is also scheduled to hear
oral argument in the Heller appeal on July 27, 2005.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs,  associated with these cases will be material
to the Partnership's overall operations.

AIMCO Properties L.P. and NHP Management Company, both affiliates of the General
Partner,  are defendants in a lawsuit  alleging that they willfully  violate the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  The  complaint  attempts  to
bring a collective  action under the FLSA and seeks to certify state  subclasses
in  California,  Maryland,  and the  District  of  Columbia.  Specifically,  the
plaintiffs  contend that AIMCO Properties L.P. and NHP Management Company failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call".  Additionally,  the complaint  alleges AIMCO  Properties L.P. and NHP
Management  Company failed to comply with the FLSA in  compensating  maintenance
workers  for time  that  they  worked  in  excess  of 40  hours  in a week.  The
defendants have filed an answer to the amended complaint denying the substantive
allegations.  On June 23, 2005 the Court conditionally  certified the collective
action on both the on-call and overtime issues.  The Court will allow plaintiffs
to provide notice of the collective action to all non-exempt maintenance workers
from  August  7,  2000  through  the  present.  Those  employees  will  have the
opportunity  to opt-in to the  collective  action.  After the  notice  goes out,
defendants will have the opportunity to move to decertify the collective action.
The Court  further  denied  plaintiffs'  Motion for  Certification  of the state
subclasses.   Although  the  outcome  of  any  litigation  is  uncertain,  AIMCO
Properties, L.P. does not believe that the ultimate outcome will have a material
adverse effect on its financial  condition or results of operations.  Similarly,
the General  Partner  does not believe  that the  ultimate  outcome  will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.

The  Partnership  is unaware  of any other  pending  or  outstanding  litigation
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims  related  to  mold  exposure.  Affiliates  of the  General  Partner  have
implemented a national  policy and  procedures to prevent or eliminate mold from
its  properties  and the  General  Partner  believes  that these  measures  will
eliminate,  or at least minimize, the effects that mold could have on residents.
To date,  the  Partnership  has not incurred any material  costs or  liabilities
relating to claims of mold exposure or to abate mold conditions. Because the law
regarding  mold is unsettled and subject to change the General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will  not have a  material  adverse  effect  on the  Partnership's  consolidated
financial condition or results of operations.

SEC Investigation

The  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission (the "SEC") is conducting a formal investigation  relating to certain
matters.  Although  the staff of the SEC is not limited in the areas that it may
investigate,   AIMCO  believes  the  areas  of  investigation   include  AIMCO's
miscalculated   monthly  net  rental  income  figures  in  third  quarter  2003,
forecasted  guidance,  accounts  payable,  rent  concessions,   vendor  rebates,
capitalization of payroll and certain other costs, and tax credit  transactions.
At the end of the first quarter of 2005, the SEC added certain tender offers for
limited partnership interests as an area of investigation.  AIMCO is cooperating
fully.  AIMCO is not able to predict  when the  investigation  will be resolved.
AIMCO does not believe  that the ultimate  outcome will have a material  adverse
effect  on its  consolidated  financial  condition  or  results  of  operations.
Similarly,  the General Partner does not believe that the ultimate  outcome will
have a  material  adverse  effect on the  Partnership's  consolidated  financial
condition or results of operations.


<PAGE>




ITEM 2.     Management's  Discussion  and Analysis Of Financial  Condition and
            Results of Operations

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

The  Partnership's  investment  properties  consist  of  eight  properties.  The
Sterling is a multiple-use  facility which consists of an apartment  complex and
commercial  space.  The following table sets forth the average  occupancy of the
properties for the three months ended March 31, 2005 and 2004:

                                                   Average Occupancy
      Property                                      2005       2004

      The Loft Apartments (1)                       89%        86%
        Raleigh, North Carolina
      The Sterling Apartment Homes (2)              92%        96%
      The Sterling Commerce Center (3)              80%        74%
        Philadelphia, Pennsylvania
      The Knolls Apartments (4)                     72%        73%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (1)           92%        88%
         Overland Park, Kansas
      Plantation Gardens Apartments (1)             95%        88%
         Plantation, Florida
      Palm Lake Apartments                          95%        96%
         Tampa, Florida
      The Dunes Apartments (1)                      98%        95%
         Indian Harbor, Florida
      Regency Oaks Apartments (1)                   96%        93%
         Fern Park, Florida

(1)   The General  Partner  attributes  the  increase in  occupancy  at The Loft
      Apartments,   Indian  Creek   Village   Apartments,   Plantation   Gardens
      Apartments,  The  Dunes  Apartments  and  Regency  Oaks  Apartments  to an
      increase in marketing outreach and promotions.

(2)   The General  Partner  attributes the decrease in occupancy at The Sterling
      Apartments  Homes to the competitive  market of the apartment  industry in
      the property's location.

(3)   The General  Partner  attributes the increase in occupancy at The Sterling
      Commerce Center to a more stable tenant base due to the existence of a new
      major tenant.  During the fourth  quarter of 2003, the new tenant signed a
      lease and occupied a large portion of the vacant space.

(4)   The  General  Partner  is  addressing  the  low  occupancy  at The  Knolls
      Apartment  with  a  redevelopment   project  currently  in  process.   The
      redevelopment  project,  which began during the fourth  quarter of 2004 is
      scheduled to be completed  during 2005.  The low  occupancy  for the three
      months ended March 31, 2005 was  partially  due to 16 units not rented due
      to ongoing redevelopment work.

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties,  general  economic  conditions  and weather.  As part of the ongoing
business plan of the Partnership, the General Partner monitors the rental market
environment of its investment properties to assess the feasibility of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expenses.  As part of this plan, the General Partner  attempts
to protect the  Partnership  from the burden of  inflation-related  increases in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However,  the  General  Partner  may use  rental  concessions  and  rental  rate
reductions  to offset  softening  market  conditions,  accordingly,  there is no
guarantee that the General Partner will be able to sustain such a plan. Further,
a number of factors that are outside the control of the Partnership, such as the
local  economic  climate and weather,  can  adversely or  positively  affect the
Partnership's financial results.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2005 was
approximately  $435,000 compared to net income of approximately $744,000 for the
corresponding  period in 2004.  The  decrease in net income for the three months
ended March 31, 2005 as  compared  to the three  months  ended March 31, 2004 is
primarily due to the gain on the sale of Silverado  Apartments  during the three
months ended March 31, 2004,  partially offset by an increase in total revenues,
a decrease in total expenses and the loss from  discontinued  operations  during
the three months ended March 31, 2004.

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas,  to an unaffiliated  third party for $6,650,000.  After payment of
closing  costs,  the  net  sales  proceeds  received  by  the  Partnership  were
approximately  $6,501,000.  The  Partnership  used a portion of the  proceeds to
repay the mortgage  encumbering the property of  approximately  $3,248,000.  The
sale  resulted  in a gain  on  sale  of  investment  property  of  approximately
$1,433,000  during the three  months  ended March 31,  2004.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$685,000 as a result of prepayment  penalties paid partially offset by the write
off of  the  unamortized  mortgage  premium  which  is  included  in  loss  from
discontinued   operations.   Pursuant  to  the  Partnership   Agreement  and  in
conjunction  with the sale,  a  disposition  fee of  approximately  $332,000 was
earned by the General Partner in accordance with the Partnership Agreement which
was accrued and included in due to  affiliates.  The fee was paid  subsequent to
March 31, 2004.  The results of the  property's  operations for the three months
ended March 31, 2004 are included in loss from discontinued operations which was
approximately $649,000 and includes revenues of approximately $338,000.

As a result  of the sale of Tates  Creek  Village  Apartments  to a third  party
during the year ended  December  31, 2004 and in  accordance  with  Statement of
Financial  Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets", the accompanying  consolidated  statements of
operations  for the three months  ended March 31, 2004 have been  restated as of
January 1, 2004 to reflect the  operations of Tates Creek Village  Apartments as
loss from  discontinued  operations.  In addition,  the  operations of Silverado
Apartments  are reflected as loss from  discontinued  operations due to its sale
during the three  months  ended  March 31,  2004.  Total loss from  discontinued
operations for the three months ended March 31, 2004 was approximately  $651,000
including revenues of approximately $697,000.

The  Partnership's  net income from  continuing  operations for the three months
ended  March  31,  2005 was  approximately  $435,000  compared  to net loss from
continuing  operations of approximately  $38,000 for the corresponding period in
2004.  The increase in income from  continuing  operations  for the three months
ended March 31, 2005 as  compared  to the three  months  ended March 31, 2004 is
primarily due to an increase in total revenues and a decrease in total expenses.

The increase in total  revenues  during the three months ended March 31, 2005 is
primarily due to an increase in rental income. Rental income increased primarily
due to an increase in average rental rates at The Sterling  Apartment Homes, The
Loft Apartments,  Plantation Gardens Apartments, Palm Lake Apartments, The Dunes
Apartments  and Regency  Oaks  Apartments  and an increase in  occupancy  at The
Sterling Commerce Center, The Loft Apartments,  Indian Creek Village Apartments,
Plantation Gardens Apartments,  The Dunes Apartments and Regency Oaks Apartments
and a decrease in bad debt expense at The Loft Apartments, Palm Lake Apartments,
and Regency Oaks  Apartments  partially  offset by a decrease in rental rates at
The Sterling Commerce Center and Indian Creek Village  Apartments and a decrease
in occupancy at Sterling  Apartment Homes,  The Knolls  Apartments and Palm Lake
Apartments.

Total expenses  decreased during the three months ended March 31, 2005 primarily
due to decreases  in  operating,  general and  administrative  and  depreciation
expenses  partially offset by increased interest and property tax expenses and a
casualty loss recorded in 2005 as discussed below.  Operating  expense decreased
primarily due to a decrease in administrative  and insurance  expenses partially
offset by increased property expense. Administrative expense decreased primarily
due to a decrease in credit card service fees and business  licenses and permits
at The Sterling Apartment Homes.  Insurance expense decreased primarily due to a
decrease in hazard  insurance  premiums at  Plantation  Gardens  Apartments  and
Regency Oaks Apartments.  Property expense increased  primarily due to increased
salary and  related  benefit  expenses at most of the  Partnership's  properties
partially  offset by reduced utility  expenses at The Sterling  Commerce Center,
and the Sterling Apartment Homes.  Depreciation expense decreased due to capital
improvements  and  replacements  becoming  fully  depreciated  at  The  Sterling
Apartment Homes,  Plantation  Gardens Apartments and the Dunes Apartments during
2004.  Interest expense increased primarily due to interest incurred on advances
from affiliates.  There were no advances during the three months ended March 31,
2004. This increase was partially offset by the  capitalization  of construction
period  interest  at the  Knolls  Apartments  due to the  redevelopment  project
occurring at that property. Property tax expense increased due to an increase in
the assessed value of The Sterling Commerce Center.

During the year ended December 31, 2004, the Partnership's  investment property,
Regency Oaks Apartments,  sustained damages from Hurricanes Charlie, Frances and
Jeanne. The damages incurred totaled approximately  $245,000,  which will not be
covered  by  insurance  proceeds.  There was a  casualty  loss of  approximately
$204,000  recorded  at Regency  Oaks  Apartments  related to the  damages to the
property caused by the hurricanes  during 2004 and during the three months ended
March  31,  2005 the  Partnership  recognized  an  additional  casualty  loss of
approximately  $25,000 as a result of the write-off of additional  undepreciated
damaged assets. In addition, the property incurred approximately $7,000 in clean
up costs  during  the  three  months  ended  March  31,  2005  related  to these
hurricanes  which  were not  covered  by  insurance  proceeds.  These  costs are
included in operating expenses.

During the year ended December 31, 2004, the Partnership's  investment property,
The Dunes  Apartments,  sustained  damages from  Hurricane  Jeanne.  The damages
incurred totaled approximately  $38,000,  which will not be covered by insurance
proceeds.  During  2004,  there was a  casualty  loss of  approximately  $38,000
recorded at The Dunes  Apartments  related to the damages to the property caused
by Hurricane Jeanne. In addition, the property incurred approximately $44,000 in
clean up costs  during  the  three  months  ended  March  31,  2005  related  to
Hurricanes Jeanne and Frances which is included in operating expenses.

General and administrative expenses decreased primarily due to a decrease in the
costs of  services  included  in the  management  reimbursements  to the General
Partner  as allowed  under the  Partnership  Agreement  and  reduced  legal fees
related to the foreclosures of the properties held by CCEP during 2003 partially
offset  by an  increase  in  business  privilege  taxes  paid  to  the  city  of
Philadelphia.  Also  included in general and  administrative  expenses are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

At  March  31,  2005,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $768,000 compared to approximately  $4,204,000 at March 31, 2004.
Cash and cash equivalents  decreased  approximately  $187,000 since December 31,
2004 due to  approximately  $2,517,000  of cash  used in  investing  activities,
partially offset by approximately  $1,198,000 and $1,132,000 of cash provided by
financing  and  operating  activities,  respectively.  Cash  used  in  investing
activities consisted of property improvements and replacements  partially offset
by net receipts  from  restricted  escrow  accounts  maintained  by the mortgage
lenders.  Cash  provided by  financing  activities  consisted  of advances  from
affiliates  partially  offset  by  principal  payments  made  on  the  mortgages
encumbering  the  Partnership's  properties  and  lease  commissions  paid.  The
Partnership invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The General Partner monitors
developments in the area of legal and regulatory  compliance.  For example,  the
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance.  The Partnership  regularly evaluates the capital improvements needs
of  all  its  properties  for  the  upcoming  year.   Certain   routine  capital
expenditures  are  anticipated  during 2005. In addition,  the  Partnership  has
material  commitments  to  complete  rehabilitation  projects  at  The  Sterling
Apartment Homes and The Knolls Apartments. The budget for these two projects for
2005 is approximately $16,258,000.  Such capital expenditures will depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated  cash flow generated by the  properties.  It is  anticipated  that a
substantial  portion of the costs  associated with the  rehabilitation  projects
will be funded from  advances  from  affiliates  of the General  Partner.  Other
capital  expenditures will be incurred only if cash is available from operations
and Partnership reserves. To the extent that capital improvements are completed,
the Partnership's  distributable cash flow, if any, may be adversely affected at
least in the short term.

The Loft Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $45,000 of capital improvements at The Loft Apartments consisting
primarily  of floor  covering  replacements,  roof  replacement,  furniture  and
fixtures,  recreation  equipment and heating upgrades.  These  improvements were
funded from operating cash flow. The Partnership regularly evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

The Sterling Apartment Homes and Commerce Center

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $516,000 of capital  improvements at The Sterling Apartment Homes
and  Commerce   Center   consisting   primarily  of  costs   associated  with  a
redevelopment project at The Sterling Apartment Homes,  structural  improvements
and floor covering  replacements.  These improvements were funded from operating
cash flow,  advances  from the General  Partner and  replacement  reserves.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
Certain  routine  capital   expenditures   are  anticipated   during  2005.  The
redevelopment  project,  which began in 2004 is scheduled to be completed during
2007. The project budget is approximately $24,218,000.  Approximately $2,272,000
of redevelopment  costs were incurred in 2004 and approximately  $11,279,000 are
budgeted  for  2005.  The   Partnership   plans  to  fund  these   redevelopment
expenditures  from operating cash flow,  partnership  reserves and advances from
the General Partner.  During the three months ended March 31, 2005 approximately
$467,000 of redevelopment  costs were incurred.  Additional  improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The Knolls Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately   $659,000  of  capital  improvements  at  The  Knolls  Apartments
consisting  primarily of costs  associated with a  redevelopment  project at the
property.  These expenditures included capitalized  construction period interest
of approximately $25,000 and other construction period expenses of approximately
$3,000.  These  improvements  were funded from  operating cash flow and advances
from the  General  Partner.  The  Partnership  regularly  evaluates  the capital
improvement  needs of the property.  Certain  routine capital  expenditures  are
anticipated  during  2005.  The  redevelopment  project,  which began in 2004 is
scheduled  to be  completed  during 2005.  The project  budget is  approximately
$7,083,000.  Approximately  $2,104,000 of  redevelopment  costs were incurred in
2004 and  approximately  $4,979,000 are budgeted for 2005. The Partnership plans
to fund these redevelopment  expenditures from operating cash flow,  partnership
reserves and advances  from the General  Partner.  During the three months ended
March 31, 2005  approximately  $639,000 of  redevelopment  costs were  incurred.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Indian Creek Village Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately   $128,000  of  capital   improvements  at  Indian  Creek  Village
Apartments   consisting   primarily  of  floor   covering   replacements,   roof
replacement,  wood siding replacement and exterior painting.  These improvements
were funded from operating cash flow. The  Partnership  regularly  evaluates the
capital improvement needs of the property. While the Partnership has no material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Plantation Gardens Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $97,000 of capital  improvements at Plantation Gardens Apartments
consisting  primarily of floor covering and appliance  replacements,  structural
improvements,  roof replacement and wood  replacement.  These  improvements were
funded from operating cash flow. The Partnership regularly evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Palm Lake Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately   $147,000  of  capital   improvements  at  Palm  Lake  Apartments
consisting primarily of floor covering replacements,  exterior painting and wood
replacement.  These  improvements  were funded  from  operating  cash flow.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
While the Partnership has no material commitments for property  improvements and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as anticipated cash flow generated by the property.

The Dunes Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately $49,000 of capital improvements at The Dunes Apartments consisting
primarily of floor covering replacements, swimming pool decking replacement, and
reconstruction  of damages to the  property  caused by Hurricane  Jeanne.  These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Regency Oaks Apartments

During  the  three  months  ended  March 31,  2005,  the  Partnership  completed
approximately  $166,000  of  capital  improvements  at Regency  Oaks  Apartments
consisting  primarily of floor  covering,  air  conditioning  unit and appliance
replacements,  major landscaping,  structural improvements and reconstruction of
damages to the property caused by Hurricanes Charlie,  Frances and Jeanne. These
improvements  were funded from operating cash flow and advances from the General
Partner.  The Partnership  regularly  evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Capital  improvements at the  Partnership's  properties will be made only to the
extent of cash available from operations or from  Partnership  reserves.  To the
extent that capital improvements are completed, the Partnership's  distributable
cash flow, if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$65,279,000  requires  monthly  payments of  principal  and interest and balloon
payments of approximately  $3,903,000,  $19,975,000 and $31,040,000 during 2005,
2008 and 2010, respectively.  The General Partner will attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

There were no  distributions  paid by the  Partnership  during the three  months
ended March 31,  2005 and 2004.  Future  cash  distributions  will depend on the
levels  of cash  generated  from  operations,  the  timing  of debt  maturities,
refinancings,  and/or  property  sales.  The  Partnership's  cash  available for
distribution  is reviewed on a monthly  basis.  Given the balance of outstanding
loans to the General  Partner,  it is not  expected  that the  Partnership  will
generate  sufficient  funds from operations,  after planned capital  improvement
expenditures, to permit any distributions to its partners during 2005 or for the
foreseeable future.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 146,008.60 limited partnership units
(the "Units") in the Partnership representing 73.36% of the outstanding Units at
March 31, 2005. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  Pursuant  to  the  Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety of matters  that would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the General  Partner.  As a result of its  ownership  of 73.36% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States which require the Partnership
to  make  estimates  and  assumptions.  The  Partnership  believes  that  of its
significant  accounting  policies,  the following may involve a higher degree of
judgment and complexity.

Impairment of Long-Lived Assets

Investment properties are recorded at cost less accumulated depreciation, unless
considered  impaired.  The investment  properties  foreclosed  upon in the third
quarter of 2002 and fourth quarter of 2003 were recorded at fair market value at
the time of the  foreclosure.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to, changes in national,  regional and local economic climate; local conditions,
such  as  an  oversupply  of  multifamily  properties;  competition  from  other
available  multifamily  property owners and changes in market rental rates.  Any
adverse  changes in these  factors could cause  impairment of the  Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.

The Partnership  leases certain  commercial space to tenants under various lease
terms.  The leases are accounted for as operating leases in accordance with SFAS
No. 13,  "Accounting  for  Leases".  Some of the leases  contain  stated  rental
increases during their term. For leases with fixed rental  increases,  rents are
recognized on a straight-line  basis over the terms of the leases. For all other
leases, minimum rents are recognized over the terms of the leases.



<PAGE>


ITEM 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on interest  rates at March 31, 2005, a 100 point  increase or decrease in
market interest rates would not have a material impact on the Partnership.

The following table summarizes the  Partnership's  debt obligations at March 31,
2005. The interest rates represent the weighted-average rates. The fair value of
the debt obligations approximated the recorded value as of March 31, 2005.

                         Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                            Long-term        Average Interest
                               Debt             Rate 7.35%
                                              (in thousands)

                               2005            $  5,159
                               2006               1,750
                               2007               1,887
                               2008              21,900
                               2009               1,753
                            Thereafter           31,231
                              Total            $ 63,680

ITEM 4.     Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
officer  and  principal  financial  officer,  respectively,  has  evaluated  the
effectiveness of the Partnership's  disclosure  controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e)  under the Securities  Exchange
Act of 1934,  as  amended  (the  "Exchange  Act"))  as of the end of the  period
covered  by this  report.  Based on such  evaluation,  the  principal  executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period,  the  Partnership's  disclosure  controls  were not effective due to the
Partnership's  failure to properly  record the  Partnership's  investment  in an
affiliated  partnership and incorrectly  recognizing  equity in gains on sale of
investment  properties  in the  affiliated  partnership  in 2003 and  2004.  The
Partnership's management believes that, as of the date of the filing of the Form
10-Q  for the  quarterly  period  ended  March  31,  2005 on July 1,  2005,  the
Partnership's  ineffective  disclosure  controls  were and  continue to be fully
remediated.   Actions  taken  include  improving  the  education  of  accounting
personnel to ensure the understanding and application of appropriate  accounting
treatment, as well as improving the Partnership's accounting review procedures.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.

<PAGE>


                           PART II - OTHER INFORMATION


ITEM 1.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their affiliated  partnerships and corporate  entities.  The action purported to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships  (including the Partnership) that are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities that were, at one time,  affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs sought monetary damages and equitable relief,  including judicial
dissolution of the Partnership. In addition, during the third quarter of 2001, a
complaint captioned Heller v. Insignia Financial Group (the "Heller action") was
filed against the same  defendants  that are named in the Nuanes  action.  On or
about August 6, 2001,  plaintiffs  filed a first amended  complaint.  The Heller
action was brought as a purported  derivative  action,  and asserted claims for,
among other things,  breach of fiduciary duty, unfair  competition,  conversion,
unjust  enrichment,  and judicial  dissolution.  On January 28, 2002,  the trial
court granted  defendants  motion to strike the  complaint.  Plaintiffs  took an
appeal from this order.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering judgment thereto. On May 4, 2004 the
Objector filed a second appeal  challenging the court's use of a referee and its
order requiring Objector to pay those fees.

On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.
With regard to the settlement and judgment entered thereto, the Court of Appeals
vacated  the trial  court's  order and  remanded  to the trial court for further
findings  on the basis that the "state of the record is  insufficient  to permit
meaningful  appellate  review".  With regard to the second appeal,  the Court of
Appeals  reversed the order requiring the Objector to pay referee fees. On April
26, 2005,  the Court of Appeals  lifted the stay of a pending  appeal related to
the Heller action and the trial court's order striking the  complaint.  On April
28, 2005, the Objector  filed a Petition for Review with the California  Supreme
Court in connection with the opinion vacating the order approving settlement and
remanding for further findings.  On June 10, 2005, the California  Supreme Court
denied  Objector's  Petition for Review and the Court of Appeals sent the matter
back to the trial court on June 21,  2005.  The parties  intend to ask the trial
court to make further findings in connection with settlement consistent with the
Court of Appeal's  remand order.  The Court of Appeals is also scheduled to hear
oral argument in the Heller appeal on July 27, 2005.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs,  associated with these cases will be material
to the Partnership's overall operations.

AIMCO Properties L.P. and NHP Management Company, both affiliates of the General
Partner,  are defendants in a lawsuit  alleging that they willfully  violate the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours  worked in excess of forty per week.  The  complaint  attempts  to
bring a collective  action under the FLSA and seeks to certify state  subclasses
in  California,  Maryland,  and the  District  of  Columbia.  Specifically,  the
plaintiffs  contend that AIMCO Properties L.P. and NHP Management Company failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call".  Additionally,  the complaint  alleges AIMCO  Properties L.P. and NHP
Management  Company failed to comply with the FLSA in  compensating  maintenance
workers  for time  that  they  worked  in  excess  of 40  hours  in a week.  The
defendants have filed an answer to the amended complaint denying the substantive
allegations.  On June 23, 2005 the Court conditionally  certified the collective
action on both the on-call and overtime issues.  The Court will allow plaintiffs
to provide notice of the collective action to all non-exempt maintenance workers
from  August  7,  2000  through  the  present.  Those  employees  will  have the
opportunity  to opt-in to the  collective  action.  After the  notice  goes out,
defendants will have the opportunity to move to decertify the collective action.
The Court  further  denied  plaintiffs'  Motion for  Certification  of the state
subclasses.   Although  the  outcome  of  any  litigation  is  uncertain,  AIMCO
Properties, L.P. does not believe that the ultimate outcome will have a material
adverse effect on its financial  condition or results of operations.  Similarly,
the General  Partner  does not believe  that the  ultimate  outcome  will have a
material adverse effect on the Partnership's  financial  condition or results of
operations.


<PAGE>



ITEM 5.     Other Information

            None.

ITEM 6.     Exhibits

            See Exhibit Index Attached.


<PAGE>



                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES

                                 By:      CONCAP EQUITIES, INC.
                                          General Partner

                                 By:      /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President

                                 By:      /s/Stephen B. Waters
                                           Stephen B. Waters
                                           Vice President

                                 Date:   August 15, 2005


<PAGE>



                                  EXHIBIT INDEX


S-K Reference
Number            Description


      3           Certificates  of  Limited  Partnership,  as amended to date.
                  (Incorporated  by  reference  to the  Annual  Report on Form
                  10-K for the year ended  December  31,  1991  ("1991  Annual
                  Report")).

      10.20       Mortgage and Security  Agreement  between Kennedy  Boulevard
                  Associates  I, L.P.,  and Lehman  Brothers  Holdings,  Inc.,
                  dated August 25, 1998,  securing The Sterling Apartment Home
                  and  Commerce  Center  filed in Form  10-Q  for the  quarter
                  ended September 30, 1998.

      10.21       Repair   Escrow   Agreement    between   Kennedy   Boulevard
                  Associates  I, L.P.,  and Lehman  Brothers  Holdings,  Inc.,
                  dated August 25, 1998,  securing The Sterling Apartment Home
                  and  Commerce  Center  filed in Form  10-Q  for the  quarter
                  ended September 30, 1998.

      10.22       Replacement  Reserve and Security  Agreement between Kennedy
                  Boulevard  Associates I, L.P., and Lehman Brothers Holdings,
                  Inc.,   dated  August  25,   1998,   securing  The  Sterling
                  Apartment  Home and  Commerce  Center filed in Form 10-Q for
                  the quarter ended September 30, 1998.

      10.23       Third Amendment to the Limited Partnership  Agreement filed as
                  Exhibit 10.23 to the  Registrant's  Annual Report on Form 10-K
                  for the year ended December 31, 2001 and  incorporated  herein
                  by reference.

      10.24       Fourth Amendment to the Limited Partnership Agreement filed as
                  Exhibit 10.24 to the  Registrant's  Annual Report on Form 10-K
                  for the year ended December 31, 2001 and  incorporated  herein
                  by reference.

      10.28       Form of Amended Order Setting  Foreclosure  Sale Date pursuant
                  to amending the  foreclosure  date filed on September 25, 2003
                  (Schedules  and  supplemental  materials to this exhibit filed
                  herewith  have  been  omitted  but  will  be  provided  to the
                  Securities and Exchange Commission upon request).*

      10.29       Form of  Certificate  of Sale as to Property  "1"  pursuant to
                  sale of Palm Lake Apartments to CCIP Palm Lake, L.L.C.
                  filed October 28, 2003.*

      10.30       Form of  Certificate  of Sale as to Property "2" pursuant to
                  sale  of  Regency  Oaks  Apartments  to CCIP  Regency  Oaks,
                  L.L.C. filed October 28, 2003.*

      10.31       Form of  Certificate  of Sale as to Property  "3"  pursuant to
                  sale of The Dunes  Apartments  (formerly known as Society Park
                  East Apartments) to CCIP Society Park East, L.L.C.
                  filed October 28, 2003.*

      10.32       Form of  Certificate  of Sale as to Property "4" pursuant to
                  sale of Plantation  Gardens  Apartments  to CCIP  Plantation
                  Gardens, L.L.C. filed October 28, 2003.*



<PAGE>


      10.33       Purchase and Sale contract between Consolidated Capital Equity
                  Partner,   LP,  a  California  limited  partnership  and  Cash
                  Investments of El Paso, LLC, a Texas limited liability company
                  dated December 8, 2003 filed as exhibit 10.33 to the Quarterly
                  Report on Form 10-Q for the  quarter  ended March 31, 2004 and
                  incorporated herein by reference.

      10.34       Assignment of purchase and sale contract between  Consolidated
                  Capital Equity Partners,  LP, a California limited partnership
                  and CCIP Silverado,  LP, a Delaware limited  partnership dated
                  December  8,  2003  filed as  exhibit  10.34 to the  Quarterly
                  Report on Form 10-Q for the  quarter  ended March 31, 2004 and
                  incorporated herein by reference.

      10.35       Reinstatement   and  first  amendment  to  purchase  and  sale
                  contract by and between CCIP Silverado, LP, a Delaware limited
                  partnership, assignee of Consolidated Capital Equity Partners,
                  LP,  a  California  limited  liability  partnership,  and Cash
                  Investments of El Paso, LLC, a Texas limited liability company
                  and EPT San Mateo  Apartments,  LP, a Texas limited  liability
                  partnership,  assignee of original purchaser dated February 6,
                  2004 filed as exhibit  10.35 to the  Quarterly  Report on Form
                  10-Q for the quarter  ended  March 31,  2004 and  incorporated
                  herein by reference.

      10.36       Purchase and Sale contract  between CCIP Tates Creek  Village,
                  LLC, a Delaware  limited  liability  company  and Tates  Creek
                  Investments,  LLC, a Michigan limited  liability company dated
                  April 13, 2004 for the sale of Tates Creek Village  Apartments
                  filed as exhibit  10.36 to the  Quarterly  Report on Form 10-Q
                  for the quarter ended June 30, 2004 and incorporated herein by
                  reference.

      10.37       Amendment  of purchase  and sale  contract  between CCIP Tates
                  Creek Village, LLC and Tates Creek Investments, LLC, dated May
                  27,  2004 filed as exhibit  10.37 to the  Quarterly  Report on
                  Form 10-Q for the quarter ended June 30, 2004 and incorporated
                  herein by reference.

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

       31.2       Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification of the equivalent of the Chief Executive Officer
                  and Chief  Financial  Officer  Pursuant  to 18 U.S.C.  Section
                  1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley
                  Act of 2002.

                  *Filed as exhibits  10.28  through  10.32 in the  Registrant's
                  Quarterly  Form 10-Q for the quarter ended  September 30, 2003
                  incorporated herein by reference.


<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-Q/A No. 1 of Consolidated
      Capital Institutional Properties;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.


Date: August 15, 2005

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of ConCap
                                    Equities, Inc., equivalent of the
                                    chief executive officer of the
                                    Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-Q/A No. 1 of Consolidated
      Capital Institutional Properties;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)  All significant deficiencies and material weaknesses in the design or
           operation of internal  control  over  financial  reporting  which are
           reasonably  likely to adversely  affect the  registrant's  ability to
           record, process, summarize and report financial information; and

      (b)  Any fraud, whether or not material, that involves management or other
           employees who have a significant  role in the  registrant's  internal
           control over financial reporting.

Date: August 15, 2005

                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of ConCap
                                    Equities, Inc., equivalent of
                                    the chief financial officer of
                                    the Partnership


<PAGE>




Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Quarterly  Report on Form 10-Q/A No. 1 of  Consolidated
Capital Institutional  Properties (the "Partnership"),  for the quarterly period
ended March 31, 2005 as filed with the Securities and Exchange Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive  officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.

                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  August 15, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 15, 2005


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.