FORM 10-Q--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF


                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q


(Mark One)


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                 For the quarterly period ended September 30, 2001


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                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
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer'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___


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                           CONSOLIDATED BALANCE SHEETS
                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                          September 30,  December 31,
                                                               2001          2000
                                                           (Unaudited)      (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $  1,007       $ 2,036
   Receivables and deposits                                       207           886
   Restricted escrows                                             323           453
   Other assets                                                 1,718         1,616

   Investment in Master Loan                                   26,451        34,231
      Less: Allowance for impairment loss                          --        (3,176)
                                                               26,451        31,055
   Investment properties:
      Land                                                      3,564         3,564
      Building and related personal property                   38,997        38,762
                                                               42,561        42,326
      Less:  accumulated depreciation                         (15,253)      (12,989)
                                                               27,308        29,337
                                                             $ 57,014      $ 65,383
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                          $    168      $    189
   Tenant security deposit liabilities                            620           675
   Accrued property taxes                                          68            --
   Other liabilities                                              621           741
   Mortgage notes payable                                      26,541        26,762
                                                               28,018        28,367
Partners' Capital
   General partner                                                126           118
   Limited partners (199,045.2 units issued and
      outstanding)                                             28,870        36,898
                                                               28,996        37,016
                                                             $ 57,014      $ 65,383

Note: The balance sheet at December 31, 2000,  has been derived from the audited
      financial   statements  at  that  date,  but  does  not  include  all  the
      information  and  footnotes  required by accounting  principles  generally
      accepted in the United States for complete financial statements.


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




b)

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

<TABLE>
<CAPTION>

                                         Three Months Ended       Nine Months Ended
                                            September 30,           September 30,
                                          2001        2000        2001        2000
Revenues:
<S>                                      <C>         <C>         <C>         <C>
   Rental income                         $ 2,842     $ 2,781     $ 8,444     $ 8,008
   Interest income on investment
       in Master Loan to affiliate           576       1,000       3,280       2,000
    Reduction of provision for
      impairment loss                         --      14,241       3,176      14,241
   Interest income                            11          84          70         299
   Other income                              191         201         635         568
   Property tax refunds                       --         210          --         210
         Total revenues                    3,620      18,517      15,605      25,326

Expenses:
   Operating                               1,186       1,123       3,798       3,431
   General and administrative                149         274         692         573
   Depreciation                              714         764       2,264       2,269
   Interest                                  475         492       1,422       1,451
   Property taxes                            201         163         620         449
         Total expenses                    2,725       2,816       8,796       8,173

Net income                               $   895     $15,701     $ 6,809     $17,153

Net income allocated
    to general partner (1%)              $     9     $   157     $    68     $   172
Net income allocated
    to limited partners (99%)                886      15,544       6,741      16,981

                                         $   895     $15,701     $ 6,809     $17,153

Net income per Limited
    Partnership Unit                     $  4.45     $ 78.09     $ 33.87     $ 85.31

Distributions per Limited
    Partnership Unit                     $ 18.65     $ 31.17     $ 74.20     $ 64.69


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


c)

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) 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' (deficit) capital
   at December 31, 1999              199,045.2      $   (58)     $ 67,343    $ 67,285

Distributions to partners                   --           --       (12,876)    (12,876)

Net income for the nine months
   ended September 30, 2000                 --          172        16,981      17,153

Partners' capital
   at September 30, 2000             199,045.2      $   114      $ 71,448    $ 71,562

Partners' capital at
   December 31, 2000                 199,045.2      $   118      $ 36,898    $ 37,016

Distributions to partners                   --          (60)      (14,769)    (14,829)

Net income for the nine months
   ended September 30, 2001                 --           68         6,741       6,809

Partners' capital at
   September 30, 2001                199,045.2      $   126      $ 28,870    $ 28,996


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


d)

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>         <C>
  Net income                                                    $  6,809    $ 17,153
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                                   2,360       2,356
   Reduction of provision for impairment loss                     (3,176)    (14,241)
   Change in accounts:
      Receivables and deposits                                       679         287
      Other assets                                                  (198)       (212)
      Accounts payable                                               (83)         64
      Tenant security deposit liabilities                            (55)         65
      Accrued property taxes                                          68          70
      Other liabilities                                             (120)          2
       Net cash provided by operating activities                   6,284       5,544

Cash flows from investing activities:
  Net receipts from restricted escrows                               130         290
  Property improvements and replacements                            (173)     (1,468)
  Principal receipts on Master Loan                                7,780       4,708
  Lease commissions paid                                              --         (59)
       Net cash provided by investing activities                   7,737       3,471

Cash flows from financing activities:
  Distributions to partners                                      (14,829)    (12,876)
  Payments on mortgage notes payable                                (221)       (215)
  Loan costs paid                                                     --          (7)
       Net cash used in financing activities                     (15,050)    (13,098)

Net decrease in cash and cash equivalents                         (1,029)     (4,083)
Cash and cash equivalents at beginning of period                   2,036      11,175
Cash and cash equivalents at end of period                      $  1,007     $ 7,092

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  1,377     $ 1,401
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
   accounts payable                                             $     62     $    --

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


e)

                   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"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three and nine  month  periods  ended  September  30,  2001 are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December 31, 2001. For further information,  refer to the consolidated financial
statements and footnotes thereto included in the Partnership's  Annual Report on
Form 10-K for the fiscal year ended  December 31, 2000.  The General  Partner is
ultimately owned by Apartment  Investment and Management  Company  ("AIMCO"),  a
publicly traded real estate investment trust.

Principles of Consolidation

The Partnership's financial statements include the accounts of Kennedy Boulevard
Associates, I, L.P., a Pennsylvania Limited Partnership ("KBA-I, L.P."), Kennedy
Boulevard  Associates  II,  L.P. a  Pennsylvania  Limited  Partnership,  Kennedy
Boulevard  Associates  III, L.P. a  Pennsylvania  Limited  Partnership,  Kennedy
Boulevard  Associates IV, L.P. a Pennsylvania  Limited  Partnership  and Kennedy
Boulevard GP I, a Pennsylvania Partnership.  The general partners of each of the
affiliated limited and general  partnerships are limited liability  corporations
of which the Partnership is the sole member. The limited partners of each of the
affiliated  limited and general  partnerships  are either the  Partnership  or a
limited  liability  corporation  of which the  Partnership  is the sole  member.
Therefore,  the Partnership  controls such  partnerships  and  consolidation  is
appropriate. KBA-I, L.P. holds title to The Sterling Apartment Home and Commerce
Center ("Sterling").

Segment Reporting

Statement of Financial  Accounting Standards ("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.


<PAGE>




Note B - Related Party Transactions

The Partnership has no employees and is dependent 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.  The  following  payments  were made to the  General
Partner and its affiliates  during the nine months ended  September 30, 2001 and
2000:

                                                                 2001      2000
                                                                 (in thousands)

 Property management fees (included in operating expenses)       $ 459     $ 429
 Reimbursement for services of affiliates (included in
  operating and general and administrative expenses
  and investment properties)                                       364       398

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Registrant's properties for providing property management services. The
Registrant paid to such affiliates  approximately  $459,000 and $429,000 for the
nine months ended September 30, 2001 and 2000, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $364,000 and $398,000 for the
nine months ended September 30, 2001 and 2000, respectively.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 126,192 limited  partnership  units
(the "Units") in the Partnership representing 63.40% of the outstanding Units as
of September 30, 2001. 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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 63.40% of the  outstanding  Units,  AIMCO is in a position to
control all voting  decisions  with  respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

Note C - Net Investment in Master Loan

The Partnership was 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"). At September 30, 2001, the recorded
investment  in the Master  Loan was  considered  to be  impaired  under SFAS 114
"Accounting by Creditors for Impairment of a Loan". The Partnership measures the
impairment of the loan based upon the fair value of the collateral, as repayment
of the loan is expected to be provided  solely by the  collateral.  For the nine
months ended September 30, 2001 and 2000, the Partnership recorded approximately
$3,280,000 and $2,000,000,  respectively,  of interest income based upon "Excess
Cash Flow" (as defined in the terms of the New Master Loan Agreement)  generated
by CCEP and paid to the Partnership.

The fair value of all of the  collateral  properties  which on a combined  basis
secure the Master Loan,  was  determined  using the net operating  income of the
collateral  properties  capitalized at a rate deemed  reasonable for the type of
property adjusted for market conditions,  the physical condition of the property
and other factors,  or by obtaining an appraisal by an independent  third party.
This methodology has not changed from that used in prior calculations  performed
by the  General  Partner  in  determining  the  fair  value  of  the  collateral
properties.  The  approximate  reduction of $3,176,000  and  $14,241,000  in the
provision for impairment loss recognized  during the nine months ended September
30,  2001 and  2000,  respectively,  is  attributed  to an  increase  in the net
realizable value of the collateral properties and to the payment of principal on
the Master Loan from the sales  proceeds of Magnolia  Trace in January  2001 and
the refinancing and financing proceeds of the collateral properties in the third
and fourth  quarter of 2000.  The General  Partner  evaluates the net realizable
value on a  semi-annual  basis or as  circumstances  dictate  that it  should be
analyzed.

Interest,  calculated on the accrual basis,  due to the Partnership  pursuant to
the terms of the Master Loan Agreement,  but not recognized in the  consolidated
statements  of  operations   due  to  the   impairment  of  the  loan,   totaled
approximately  $28,323,000  and  $29,681,000 for the nine months ended September
30, 2001 and 2000, respectively. Interest income is recognized on the cash basis
as required by SFAS 114. At  September  30, 2001 and  December  31,  2000,  such
cumulative   unrecognized  interest  totaling  approximately   $334,585,000  and
$306,262,000  was not included in the balance of the  investment in Master Loan.
All of the collateral  properties are collateralized by first mortgages totaling
approximately  $55,149,000  which are superior to the Master Loan.  Accordingly,
this fact has been taken into consideration in determining the fair value of the
Master Loan.

During the nine  months  ended  September  30,  2001 and 2000,  the  Partnership
received  approximately  $7,780,000 and $4,708,000,  respectively,  in principal
payments on the Master Loan.  During the nine months ended  September  30, 2001,
approximately $6,019,000 was received representing net proceeds from the sale of
Magnolia  Trace  and   approximately   $1,425,000   was  received   representing
refinancing  proceeds,  which are both required to be paid to the Partnership as
principal  payments  on the  Master  Loan  per  the  terms  of the  Master  Loan
Agreement.  Approximately  $336,000  and  $182,000  for the  nine  months  ended
September 30, 2001 and 2000,  respectively,  represents cash received on certain
investments held by CCEP which are required to be transferred to the Partnership
per the Master Loan Agreement.  During the nine months ended September 30, 2000,
approximately $4,526,000 was received representing net proceeds from the sale of
Shirewood Townhomes.

The  Master  Loan  matured  in  November  2000.  The  holder of the note has two
options,  which include  foreclosing on the properties  that  collateralize  the
Master  Loan or  extending  the term of the  note.  If the  Partnership  were to
foreclose on the  properties  securing the Master Loan,  title in the properties
owned by the  Partnership  would be transferred to the  Partnership,  subject to
existing  liens on such  properties  including the first  mortgage  loans.  As a
result,  the  Partnership  would become  responsible  for the operations of such
properties.  Currently,  CCEP does not have the means with which to satisfy this
obligation.  No other sources of additional  financing  have been  identified by
CCEP, nor does its General  Partner have any other plans to remedy the liquidity
problems CCEP is currently experiencing.



<PAGE>



Note D - Commitment

Until  October  17,  2000,  the  Partnership  was  required  by the  Partnership
Agreement to maintain  working capital  reserves for  contingencies  of not less
than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the
event  expenditures were made from this reserve,  operating  revenues were to be
allocated  to such reserve to the extent  necessary  to maintain  the  foregoing
level.  On  September  16,  2000,  the  Partnership  sought  the vote of limited
partners to amend the Partnership Agreement to eliminate the requirement for the
Partnership to maintain  reserves equal to at least 5% of the limited  partners'
capital  contributions less distributions to limited partners and instead permit
the  General  Partner  to  determine  reasonable  reserve  requirements  of  the
Partnership. The vote was sought pursuant to a Consent Solicitation that expired
on October 16, 2000 at which time the  amendment  was approved by the  requisite
percent of limited partnership interests. Upon expiration of the consent period,
a total number of 140,565.90 units had voted of which 136,767.20 units had voted
in favor of the amendment, 2,805.70 voted against the amendment and 993.00 units
abstained.

Note E - Distributions

During the nine months ended September 30, 2001, distributions from surplus cash
of  approximately  $8,826,000  were paid to the  limited  partners  ($44.34  per
limited   partnership  unit)  and  distributions  of  approximately   $6,003,000
(approximately  $5,943,000  paid to the  limited  partners or $29.86 per limited
partnership  unit)  were paid from  operations.  During  the nine  months  ended
September  30,  2000,  the  Partnership   paid   approximately   $12,876,000  in
distributions  from  surplus  cash to the limited  partners  ($64.69 per limited
partnership  unit).  Included in the amounts at September  30, 2001 and 2000 are
payments to both the Pennsylvania and North Carolina  Departments of Revenue for
withholding  taxes related to income  generated by the  Registrant's  investment
properties located in those states.

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  residential property segment consist of
one apartment  complex located in North Carolina and one  multiple-use  facility
consisting of apartment units and commercial space located in Pennsylvania.  The
Partnership rents apartment units to tenants for terms that are typically twelve
months or less. The commercial property leases space to various medical offices,
various career services  facilities and a credit union at terms ranging from two
months to ten years.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment profit or loss before
depreciation. The accounting policies of the reportable segments are the same as
those  described in the  Partnership's  Annual  Report on Form 10-K for the year
ended December 31, 2000.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segments are  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.


<PAGE>





Note F - Segment Reporting (continued)

Segment  information  for the three and nine months ended September 30, 2001 and
2000 is shown in the tables below (in  thousands).  The "Other" column  includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

<TABLE>
<CAPTION>

     For the three months ended
         September 30, 2001            Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 2,462       $ 380       $ --     $ 2,842
Interest income                                6            1          4         11
Other income                                 126           65         --        191
Interest income on investment
  in Master Loan                              --           --        576        576
Interest expense                             417           58         --        475
Depreciation                                 692           22         --        714
General and administrative expense            --           --        149        149
Segment profit                               390           74        431        895
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2001            Residential  Commercial    Other      Totals
<S>                                      <C>          <C>          <C>      <C>
Rental income                            $ 7,277      $ 1,167      $ --     $ 8,444
Interest income                               54            8          8         70
Other income                                 417          218         --        635
Interest income on investment
   in Master Loan                             --           --      3,280      3,280
Reduction of provision for
  impairment loss                             --           --      3,176      3,176
Interest expense                           1,249          173         --      1,422
Depreciation                               2,195           69         --      2,264
General and administrative expense            --           --        692        692
Segment profit                               827          210      5,772      6,809
Total assets                              28,744        1,540     26,730     57,014
Capital expenditures                         209           26         --        235
</TABLE>

<TABLE>
<CAPTION>

Three Months Ended September 30, 2000
                                       Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 2,395       $ 386       $  --     $ 2,781
Interest income                               23            5         56          84
Other income                                 134           66          1         201
Property tax refunds                         179           31         --         210
Interest income on investment in
  Master Loan                                 --           --      1,000       1,000
Reduction of provision for
 impairment loss                              --           --     14,241      14,241
Interest expense                             433           59         --         492
Depreciation                                 743           21         --         764
General and administrative expenses           --           --        274         274
Segment profit                               577          100     15,024      15,701
</TABLE>

<TABLE>
<CAPTION>

Nine Months Ended September 30, 2000
                                       Residential  Commercial    Other     Totals
<S>                                      <C>          <C>        <C>       <C>
Rental income                            $ 6,858      $ 1,150    $   --    $ 8,008
Interest income                               65           19       215        299
Other income                                 390          177         1        568
Property tax refunds                         179           31        --        210
Interest income on investment in
  Master Loan                                 --           --     2,000      2,000
 Reduction of provision for
  impairment loss                             --           --    14,241     14,241
Interest expense                           1,274          177        --      1,451
Depreciation                               2,206           63        --      2,269
General and administrative expenses           --           --       573        573
Segment profit                               949          320    15,884     17,153
Total assets                              32,915        1,950    65,066     99,931
Capital expenditures                       1,449           19        --      1,468
</TABLE>

Note G - 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 purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which 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 which 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 seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which,  together  with a  demurrer  filed  by other  defendants,  is
currently  scheduled  to be heard on November  15,  2001.  The Court has set the
matter for trial in January 2003.

During the third quarter,  a complaint  (the "Heller  action") was filed against
the same  defendants  that are named in the Nuanes action,  captioned  Heller v.
Insignia  Financial Group. On or about August 6, 2001,  plaintiffs filed a first
amended  complaint.  The first amended complaint in the Heller action is brought
as a purported  derivative  action,  and asserts  claims for among other  things
breach of fiduciary duty; unfair competition; conversion, unjust enrichment; and
judicial  dissolution.  Plaintiffs  in the  Nuanes  action  filed  a  motion  to
consolidate  the Heller action with the Nuanes action and stated that the Heller
action was filed in order to preserve the derivative  claims that were dismissed
without  leave to amend in the Nuanes  action by the Court  order dated July 10,
2001. On October 5, 2001, the General Partner and affiliated defendants moved to
strike the first  amended  complaint in its entirety for  violating  the Court's
July 10, 2001 order granting in part and denying in part defendants' demurrer in
the Nuanes action, or alternatively, to strike certain portions of the complaint
based on the statute of limitations.  Other defendants in the action demurred to
the fourth amended complaint, and, alternatively, moved to strike the complaint.
The matters are currently scheduled to be heard on November 15, 2001.

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

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


<PAGE>




ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The  matters  discussed  in  this  Form  10-Q  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in  this  Form  10-Q  and the  other  filings  with  the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operations.  Accordingly,  actual  results  could differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

The Partnership's investment properties consist of two properties,  The Loft and
The Sterling Apartment Homes and Commerce Center ("The Sterling").  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 nine months ended September 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      The Loft Apartments                           92%        93%
        Raleigh, North Carolina

      The Sterling Apartment Homes                  95%        93%

      The Sterling Commerce Center                  89%        89%
        Philadelphia, Pennsylvania

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2001 was
approximately $6,809,000 compared to net income of approximately $17,153,000 for
the  corresponding  period  in 2000.  The  Partnership  recorded  net  income of
approximately $895,000 for the three months ended September 30, 2001 compared to
net income of approximately  $15,701,000 for the  corresponding  period in 2000.
The  decrease in net income for the three and nine months  ended  September  30,
2001 as compared to the three and nine months ended  September  30, 2000 was due
to the increase in the  reduction of the provision  for  impairment  loss on the
investment  in the Master  Loan  recognized  in 2000,  offset by an  increase in
interest payments received and therefore  recognized on the Master Loan. Each of
these factors was caused by improved operations at the collateral properties due
to  major  capital  projects  and the  concerted  effort  to  complete  deferred
maintenance  items that have been ongoing over the past few years. This work was
funded by cash flow from the collateral properties themselves as no amounts have
been  borrowed  on the Master  Loan or from other  sources in order to fund such
improvements.

Excluding the items related to the Master Loan, the Partnership's net income for
the three and nine months ended  September 30, 2001 was  approximately  $319,000
and $353,000,  respectively,  as compared to approximately $460,000 and $912,000
for the three and nine  months  ended  September  30,  2000,  respectively.  The
decrease in net income for the nine months ended September 30, 2001 is due to an
increase in total expenses offset by an increase in total revenues. The decrease
in net income for the three months ended September 30, 2001 is due to a decrease
in total revenues offset by a decrease in total expenses.


<PAGE>



The increase in total expenses for the nine months ended  September 30, 2001 was
due to an increase in operating,  property  tax, and general and  administrative
expenses.  Operating  expenses  increased due to an increase in utility expense,
primarily  natural  gas, at The  Sterling  and to  increases in salary and other
benefits at both investment properties.  Property tax expense increased due to a
reassessment  by the taxing  authorities  at The Sterling  which  increased  the
assessed value of the property due to recent renovations.

The decrease in total expenses for the three months ended September 30, 2001 was
due to decreases in interest and general and administrative  expenses.  Interest
expense  decreased due to principal  payments on the mortgages  encumbering both
investment properties.

General  and  administrative  expenses  increased  for  the  nine  months  ended
September  30,  2001  due to a  business  privilege  tax  paid  to the  city  of
Philadelphia.  Included in general and  administrative  expenses are  management
reimbursements  to the General Partner allowed under the Partnership  Agreement.
In addition to these  reimbursements,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

General  and  administrative  expenses  decreased  for the  three  months  ended
September 30, 2001 due to a decrease in management reimbursements to the General
Partner compared to the same period in 2000.

The  increase  in total  revenues  for the three and nine  month  periods  ended
September  30, 2001 is due to an increase in rental  income offset by a decrease
in interest  income and real estate tax refunds.  The increase in rental revenue
was due to an  increase  in average  rental  rates at both of the  Partnership's
properties and an increase in occupancy at The Sterling Apartment Homes,  offset
by a slight decrease in occupancy at The Loft  Apartments.  The decrease in real
estate tax refunds is due to The  Sterling  receiving  refunds of prior year tax
bills which had been under appeal  during the nine months  ending  September 30,
2000.  Interest  income  decreased  due to the  release of the  working  capital
reserve requirement (See Note D to the consolidated  financial statements) which
resulted  in  lower  average  cash  balances  in  interest   bearing   accounts.
Additionally,  for the nine  months  ended  September  30,  2001,  other  income
increased  due to an increase in lease  cancellation  fees and cable  television
income  at both  investment  properties  and to  utility  reimbursements  at The
Sterling Commerce Center and Apartment Homes.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each 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,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2001,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,007,000 as compared to  approximately  $7,092,000 at September
30, 2000. Cash and cash  equivalents  decreased  approximately  $1,029,000 since
December 31, 2000. This decrease was primarily due to approximately  $15,050,000
of cash used in financing  activities  offset by  approximately  $6,284,000  and
$7,737,000 of cash provided by operating and investing activities, respectively.
Cash used in  financing  activities  consisted  primarily  of  distributions  to
partners  and, to a lesser  extent,  principal  payments  made on the  mortgages
encumbering the Registrant's  properties.  Cash provided by investing activities
consisted  of  principal  payments  received on the Master Loan and net receipts
from escrow  accounts  maintained  by the  mortgage  lender  slightly  offset by
property  improvements  and  replacements.  The  Registrant  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 various  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.   Capital
improvements planned for each of the Registrant's properties are detailed below.

The Loft

The Partnership budgeted  approximately $279,000 for capital improvements during
2001  consisting of floor covering and window  dressing  replacements,  exterior
painting and water heaters. During the nine months ended September 30, 2001, the
Partnership completed approximately $176,000 of capital improvements, consisting
primarily of the aforementioned  budgeted improvements.  These improvements were
funded from operations and replacement reserves.

The Sterling

The  Partnership  budgeted  approximately  $1,727,000  for capital  improvements
during 2001 consisting of appliances,  structural upgrades, interior decoration,
recreational facility upgrades and floor covering replacements.  During the nine
months ended September 30, 2001, the Partnership completed approximately $59,000
of capital  improvements  consisting  primarily of interior decoration and floor
covering and appliance  replacements.  These  improvements were funded primarily
from operating cash flow and replacement reserves.

Additional capital improvements planned for 2001 at the Partnership's properties
will  be  made  only  to the  extent  of  cash  available  from  operations  and
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Registrant's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $26,541,000 requires monthly payments of principal
and interest and balloon payments of approximately $3,903,000 and $19,975,000 on
December 1, 2005 and October 1, 2008,  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 Registrant may risk losing such properties through foreclosure.

During the nine months ended September 30, 2001, distributions from surplus cash
of  approximately  $8,826,000  were paid to the  limited  partners  ($44.34  per
limited   partnership  unit)  and  distributions  of  approximately   $6,003,000
(approximately  $5,943,000  paid to the  limited  partners or $29.86 per limited
partnership  unit)  were paid from  operations.  During  the nine  months  ended
September  30,  2000,  the  Partnership   paid   approximately   $12,876,000  in
distributions  from  surplus  cash to the limited  partners  ($64.69 per limited
partnership  unit).  Included in the amounts at September  30, 2001 and 2000 are
payments to both the Pennsylvania and North Carolina  Departments of Revenue for
withholding  taxes related to income  generated by the  Registrant's  investment
properties  located in those states.  The  Registrant's  distribution  policy is
reviewed on a monthly basis. Future cash distributions will depend on the levels
of net cash generated from operations,  the  availability of cash reserves,  and
the timing of debt maturities, refinancings, and/or property sales. There can be
no  assurance  that  the  Partnership   will  generate   sufficient  funds  from
operations,  after planned capital improvement  expenditures,  to permit further
distributions  to its  partners  during  the  remainder  of 2001  or  subsequent
periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 126,192 limited  partnership  units
(the "Units") in the Partnership representing 63.40% of the outstanding Units as
of September 30, 2001. 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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 63.40% of the  outstanding  Units,  AIMCO is in a position to
control all voting  decisions  with  respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

CCEP Property Operations

For  the  nine  months  ended  September  30,  2001,  CCEP's  net  loss  totaled
approximately $26,683,000 on total revenues of approximately  $18,417,000.  CCEP
recognizes interest expense on the Master Loan Agreement obligation according to
the note terms,  although  payments to the  Partnership are required only to the
extent of Excess Cash Flow,  as defined  therein.  During the nine months  ended
September  30, 2001 and 2000  CCEP's  statements  of  operations  include  total
interest expense  attributable to the Master Loan of  approximately  $31,603,000
and  $31,680,000,  respectively,  with  all  but  approximately  $3,280,000  and
$2,000,000,  respectively,  representing  interest accrued in excess of required
payments.  CCEP is expected to continue to generate operating losses as a result
of such interest accruals and noncash charges for depreciation.

During  the nine  months  ended  September  30,  2001,  CCEP made  approximately
$7,780,000 in principal  payments on the Master Loan.  Approximately  $6,019,000
represents  net  proceeds  from  the  sale  of  Magnolia  Trace,   approximately
$1,425,000  represents  refinancing  and  financing  proceeds and  approximately
$336,000  represents  amounts  received on certain  investments  by CCEP, all of
which are  required to be  transferred  to the  Partnership  per the Master Loan
Agreement.


<PAGE>


Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership is exposed to market risks  associated  with its Master Loan to
Affiliate  ("Master Loan").  Receipts  (interest  income) on the Master Loan are
based upon the operations and cash flow of the underlying  investment properties
that  collateralize  the Master Loan.  Both the income and expenses of operating
the  investment  properties  are subject to factors  outside  the  Partnership's
control,   such  as  an  oversupply  of  similar   properties   resulting   from
overbuilding,   increases  in   unemployment  or  population   shifts,   reduced
availability of permanent mortgage financing, changes in zoning laws, or changes
in  the  patterns  or  needs  of  users.  The  investment  properties  are  also
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the  Partnership  as well as being  affected by current trends in the
market area in which they operate.  In this regard,  the General  Partner of the
Partnership  closely monitors the performance of the properties  collateralizing
the Master Loan. Because the Master Loan is considered  impaired under Statement
of  Financial   Accounting  Standard  No.  114,  "Accounting  by  Creditors  for
Impairment of a Loan",  interest rate fluctuations do not offset the recognition
of income,  as income is only recognized to the extent of cash flow.  Therefore,
market risk factors do not impact the Partnership's  results of operations as it
relates to the Loan.

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 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 September
30, 2001, a 100 basis points 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 September
30, 2001.  The interest rates  represent the  weighted-average  rates.  The fair
value of the debt obligations approximate the recorded value as of September 30,
2001.

                      Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                           Long-term Average Interest
                               Debt             Rate 6.86%
                                              (in thousands)

                               2001              $    83
                               2002                  346
                               2003                  371
                               2004                  393
                               2005                4,320
                            Thereafter            21,028
                              Total              $26,541



<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 purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which 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 which 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 seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which,  together  with a  demurrer  filed  by other  defendants,  is
currently  scheduled  to be heard on November  15,  2001.  The Court has set the
matter for trial in January 2003.

During the third quarter,  a complaint  (the "Heller  action") was filed against
the same  defendants  that are named in the Nuanes action,  captioned  Heller v.
Insignia  Financial Group. On or about August 6, 2001,  plaintiffs filed a first
amended  complaint.  The first amended complaint in the Heller action is brought
as a purported  derivative  action,  and asserts  claims for among other  things
breach of fiduciary duty; unfair competition; conversion, unjust enrichment; and
judicial  dissolution.  Plaintiffs  in the  Nuanes  action  filed  a  motion  to
consolidate  the Heller action with the Nuanes action and stated that the Heller
action was filed in order to preserve the derivative  claims that were dismissed
without  leave to amend in the Nuanes  action by the Court  order dated July 10,
2001. On October 5, 2001, the General Partner and affiliated defendants moved to
strike the first  amended  complaint in its entirety for  violating  the Court's
July 10, 2001 order granting in part and denying in part defendants' demurrer in
the Nuanes action, or alternatively, to strike certain portions of the complaint
based on the statute of limitations.  Other defendants in the action demurred to
the fourth amended complaint, and, alternatively, moved to strike the complaint.
The matters are currently scheduled to be heard on November 15, 2001.

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



<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  S-K Reference
                        Number            Description

                    99.1  Consolidated Capital Equity Partners,  L.P., unaudited
                          financial   statements   for  the  nine  months  ended
                          September 30, 2001 and 2000.

                   10.23  Third Amendment to the Partnership  Agreement executed
                          on October 17, 2000.

                   10.24  Fourth   Amendment   to  the   Partnership   Agreement
                          executed on May 25, 2001.


            b)  Reports on Form 8-K during the quarter ended September 30, 2001:

                  None.


<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/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President

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

                                 Date:   November 8, 2001


<PAGE>







                                  EXHIBIT 99.1

                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.


                    UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                            FOR THE NINE MONTHS ENDED

                           September 30, 2001 and 2000

<PAGE>



                            EXHIBIT 99.1 (Continued)

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                           CONSOLIDATED BALANCE SHEETS
                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                          September 30,  December 31,
                                                               2001          2000
                                                           (Unaudited)      (Note)
Assets
<S>                                                        <C>            <C>
   Cash and cash equivalents                               $  1,673       $  5,894
   Receivables and deposits                                     181            928
   Restricted escrows                                           841            767
   Other assets                                               1,728          1,634
   Investment properties:
      Land                                                    6,904          7,796
      Building and related personal property                 79,769         83,558
                                                             86,673         91,354
      Less accumulated depreciation                         (67,778)       (70,793)
                                                             18,895         20,561
                                                          $  23,318      $  29,784
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                       $     350      $     410
   Tenant security deposit liabilities                          461            485
   Accrued property taxes                                       902            218
   Other liabilities                                            571            586
   Mortgage notes payable                                    55,149         56,060
   Master loan and interest payable                         361,036        340,493
                                                            418,469        398,252
Partners' Deficit
   General partner                                           (3,952)        (3,685)
   Limited partners                                        (391,199)      (364,783)
                                                           (395,151)      (368,468)
                                                          $  23,318      $  29,784

Note: The balance sheet at December 31, 2000,  has been derived from the audited
      financial   statements  at  that  date,  but  does  not  include  all  the
      information  and  footnotes  required by accounting  principles  generally
      accepted in the United States for complete financial statements.


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




                            EXHIBIT 99.1 (Continued)
b)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                             Three Months Ended       Nine Months Ended
                                                September 30,           September 30,
                                              2001        2000        2001        2000
Revenues:
<S>                                        <C>         <C>         <C>         <C>
   Rental income                           $  4,093    $  4,360    $ 12,444    $ 13,518
   Other income                                 690         443       1,596       1,293
   Gain on sale of investment property           --       3,024       4,377       3,024
            Total revenues                    4,783       7,827      18,417      17,835

Expenses:
   Operating                                  2,175       2,092       5,971       6,236
   General and administrative                   216         242         609         560
   Depreciation                                 504       1,072       2,595       3,729
   Interest                                  11,579      10,890      34,996      32,920
   Property taxes                               332         287         929         940
            Total expenses                   14,806      14,583      45,100      44,385

Loss before extraordinary item              (10,023)     (6,756)    (26,683)    (26,550)
Extraordinary loss on early
  extinguishment of debt                         --        (407)         --        (407)

Net loss                                   $(10,023)   $ (7,163)   $(26,683)   $(26,957)

Net loss allocated to general
 partner (1%)                              $   (100)   $    (72)   $   (267)   $   (270)
Net loss allocated to limited
 partners (99%)                              (9,923)     (7,091)    (26,416)    (26,687)

                                           $(10,023)   $ (7,163)   $(26,683)   $(26,957)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                            EXHIBIT 99.1 (Continued)
c)

                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
              CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                                   (in thousands)


                                      General        Limited
                                      Partners       Partners        Total

Partners' deficit at
   December 31, 1999                  $(3,310)      $(327,665)    $ (330,975)

Net loss for the nine months
   ended September 30, 2000              (270)        (26,687)       (26,957)

Partners' deficit
   at September 30, 2000              $(3,580)      $(354,352)     $(357,932)

Partners' deficit
   at December 31, 2000               $(3,685)      $(364,783)     $(368,468)

Net loss for the nine months
   ended September 30, 2001              (267)        (26,416)       (26,683)

Partners' deficit at
   September 30, 2001                 $(3,952)      $(391,199)     $(395,151)


            See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                            EXHIBIT 99.1 (Continued)
d)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(26,683)    $(26,957)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                                   2,724        3,788
   Extraordinary loss on early extinguishment of debt                 --          407
   Gain on sale of investment property                            (4,377)      (3,024)
  Change in accounts:
      Receivables and deposits                                       747         (947)
      Other assets                                                  (124)          (5)
      Accounts payable                                              (182)          21
      Tenant security deposit liabilities                            (24)          17
      Accrued property taxes                                         684          455
      Other liabilities                                              (15)        (108)
      Accrued interest on Master Loan                             28,323       29,680

       Net cash provided by operating activities                   1,073        3,327

Cash flows from investing activities:
  Property improvements and replacements                          (2,449)      (2,945)
  Proceeds from sale of investment property                        6,019        4,526
  Net (deposits to) receipts from restricted escrows                 (74)         324

       Net cash provided by investing activities                   3,496        1,905

Cash flows from financing activities:
  Principal payments on Master Loan                               (7,780)      (4,708)
  Principal payments on mortgage notes payable                      (911)        (238)
  Proceeds from refinancing                                           --       24,325
  Repayment of mortgage notes payable                                 --       (6,053)
  Debt extinguishment costs                                           --         (251)
  Loan costs paid                                                    (99)        (726)

       Net cash (used in) provided by financing
         activities                                               (8,790)      12,349

Net (decrease) increase in cash and cash equivalents              (4,221)      17,581
Cash and cash equivalents at beginning of period                   5,894        2,865
Cash and cash equivalents at end of period                      $  1,673     $ 20,446

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  6,542     $  3,216
Supplemental disclosure of non-cash activity:
  Property improvements and replacements
   included in accounts payable                                 $    122    $      --


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>






e)

                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Going Concern


The  Partnership's  financial  statements  have been prepared  assuming that the
Partnership will continue as a going concern. The Partnership continues to incur
operating losses, suffers from inadequate liquidity,  has an accumulated deficit
and is unable to repay the Master Loan balance,  which matured in November 2000.
The Partnership  realized a net loss of  approximately  $26,683,000 for the nine
months ended  September 30, 2001. The General Partner expects the Partnership to
continue to incur such losses from operations.

The Partnership's  indebtedness to Consolidated Capital Institutional Properties
("CCIP") under the Master Loan of approximately $361,036,000,  including accrued
interest,  matured in  November  2000.  The holder of the note has two  options,
which include  foreclosing on the properties that  collateralize the Master Loan
or extending the term of the note.  If CCIP were to foreclose on the  properties
securing the Master Loan, title in the properties owned by the Partnership would
be transferred to CCIP,  subject to existing liens on such properties  including
the first mortgage  loans.  As a result,  CCIP would become  responsible for the
operations of such  properties.  Currently,  the  Partnership  does not have the
means with which to satisfy  this  obligation.  No other  sources of  additional
financing have been identified by the Partnership,  nor does the General Partner
have any  other  plans to remedy  the  liquidity  problems  the  Partnership  is
currently experiencing.
At September 30, 2001, partners' deficit was approximately $395,151,000.

The General Partner expects revenues from the nine investment properties will be
sufficient over the next twelve months to meet all property operating  expenses,
mortgage  debt  service  requirements  and  capital  expenditure   requirements.
However,  these cash flows will be insufficient to repay to CCIP the Master Loan
balance, including accrued interest.

As a result,  there is  substantial  doubt  about the  Partnership's  ability to
continue  as a going  concern.  The  consolidated  financial  statements  do not
include  any   adjustments  to  reflect  the  possible  future  effects  on  the
recoverability  and  classification of assets or amounts and  classifications of
liabilities that may result from these uncertainties.

Note B - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital Equity Partners,  L.P. ("CCEP" or the "Partnership")  have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  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  Holdings,  Inc.  (the "General
Partner") all adjustments  (consisting of normal recurring accruals)  considered
necessary for a fair presentation have been included.  Operating results for the
three and nine month  periods  ended  September  30, 2001,  are not  necessarily
indicative  of the  results  that may be  expected  for the fiscal  year  ending
December  31,  2001.  The  General  Partner  is  ultimately  owned by  Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.


<PAGE>

Note C - Related Party Transactions

The Partnership has no employees and is dependent 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.  The  following  payments  were made to the  General
Partner and affiliates during the nine months ended September 30, 2001 and 2000:

<TABLE>
<CAPTION>

                                                                  2001      2000
                                                                  (in thousands)

<S>                                                               <C>       <C>
 Property management fees (included in operating expenses)        $ 695     $ 744
 Investment advisory fees (included in general
   and administrative expenses)                                     164       134
 Reimbursement for services of affiliates (included in
   operating and general and administrative expenses
   and investment properties)                                     1,169       369
 Commission on sale (included in gain on sale of
   investment property)                                             206        --
</TABLE>

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Partnership's  investment  properties for providing property management
services.  The Partnership  paid to such affiliates  approximately  $695,000 and
$744,000 for the nine months ended September 30, 2001 and 2000, respectively.

The  Partnership  is subject to an  Investment  Advisory  Agreement  between the
Partnership and an affiliate of the General Partner. This agreement provides for
an annual fee, payable in monthly  installments,  to an affiliate of the General
Partner  for  advising  and  consulting  services  for  CCEP's  properties.  The
Partnership paid to such affiliates  approximately $164,000 and $134,000 for the
nine months ended September 30, 2001 and 2000, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $1,169,000 and $369,000 for
the nine months ended  September  30, 2001 and 2000,  respectively.  Included in
these  amounts  are  approximately  $858,000  and  $42,000,   respectively,   in
reimbursements  for  construction   oversight  costs.  At  September  30,  2000,
approximately  $73,000 of accountable  administrative  expenses were accrued and
included in other liabilities.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received  from CCIP  pursuant to the
Master Loan Agreement (the "Master Loan"),  which is described more fully in the
2000 annual report. Such interest payments totaled approximately  $3,280,000 for
the nine months ended  September 30, 2001 and  approximately  $2,000,000 for the
nine months ended September 30, 2000.  There were no advances on the Master Loan
during the nine months ended September 30, 2001 or 2000.  During the nine months
ended  September  30,  2001 and 2000,  CCEP paid  approximately  $7,780,000  and
$4,708,000, respectively, to CCIP as principal payments on the Master Loan.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 17.29 limited partnership units (the
"Units") in the Partnership  representing  17.29% of the outstanding Units as of
September  30,  2001. 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 make one or more additional offers to acquire additional limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

Note D - Master Loan and Accrued Interest Payable

The Master Loan principal and accrued interest payable balances at September 30,
2001 and December 31, 2000, are  approximately  $361,036,000  and  $340,493,000,
respectively.

Terms of Master Loan Agreement

Under the terms of the Master Loan,  interest  accrues at a fluctuating rate per
annum  adjusted  annually  on  July  15 by the  percentage  change  in the  U.S.
Department of Commerce  Implicit Price  Deflator for the Gross National  Product
subject to an interest rate ceiling of 12.5% which is the current rate. Payments
are  currently  payable  quarterly  in an amount  equal to "Excess  Cash  Flow",
generally  defined in the  Master  Loan as net cash flow from  operations  after
third-party debt service and capital expenditures.  Any unpaid interest is added
to principal,  compounded annually,  and is payable at the loan's maturity.  Any
net proceeds from the sale or refinancing  of any of CCEP's  properties are paid
to CCIP under the terms of the Master Loan Agreement.  The Master Loan Agreement
matured in November  2000.  The holder of the note has two options which include
foreclosing on the properties  that  collateralize  the Master Loan or extending
the terms of the note. If CCIP were to foreclose on its  collateral,  CCEP would
no longer hold title to its properties and the  Partnership  would be dissolved.
Currently,  the  Partnership  does not have the means with which to satisfy this
obligation. No other sources of additional financing have been identified by the
Partnership,  nor does the  General  Partner  have any other plans to remedy the
liquidity problems the Partnership is currently  experiencing.  At September 30,
2001, partners' deficit was approximately $395,151,000.

Note E - Sale of Property

On January 19, 2001,  the  Partnership  sold  Magnolia  Trace,  located in Baton
Rouge,  Louisiana,  to an  unaffiliated  third  party for net sales  proceeds of
approximately  $6,019,000,  after payment of closing costs. The Partnership used
all of the  proceeds  from the sale of the  property to pay down the Master Loan
principal as required by the Master Loan Agreement.  The sale resulted in a gain
on sale of investment property of approximately  $4,377,000. In conjunction with
the sale, a fee of  approximately  $206,000  was paid to the General  Partner in
accordance with the Partnership Agreement.

On  July  21,  2000  the  Partnership  sold  Shirewood  Townhomes,   located  in
Shreveport,  Louisiana, to an unaffiliated third party for net sales proceeds of
approximately  $4,526,000,  after payment of closing costs. The Partnership used
all of the  proceeds  from the sale of the  property to pay down the Master Loan
principal as required by the Master Loan Agreement.  The sale resulted in a gain
on sale of investment property of approximately  $3,024,000. In conjunction with
the sale, a fee of  approximately  $133,000  was paid to the General  Partner in
accordance with the Partnership Agreement.


<PAGE>






Note F - Refinancings/Financings and Extraordinary Loss

On September 29, 2000, the Partnership  refinanced the mortgage  encumbering The
Dunes  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$1,945,000  with a new  mortgage in the amount of  $4,120,000.  The new mortgage
carries a stated interest rate of 7.81%. Interest on the old mortgage was 6.95%.
Principal and interest  payments on the mortgage loan of  approximately  $34,000
are due monthly  until the loan matures on February 1, 2010.  Total  capitalized
loan costs were  approximately  $116,000 at September 30, 2000. The  Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately  $134,000  due to the  write-off of  unamortized  loan costs and a
prepayment penalty.

On September 29, 2000, the Partnership  refinanced the mortgage encumbering Palm
Lake  Apartments.   The  refinancing  replaced   indebtedness  of  approximately
$1,653,000  with a new  mortgage in the amount of  $3,000,000.  The new mortgage
carries a stated interest rate of 7.86%. Interest on the old mortgage was 6.95%.
Principal and interest  payments on the mortgage loan of  approximately  $25,000
are due monthly  until the loan matures on February 1, 2010.  Total  capitalized
loan costs were  approximately  $94,000 at September 30, 2000.  The  Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately  $118,000  due to the  write-off of  unamortized  loan costs and a
prepayment penalty.

On September 29, 2000, the Partnership refinanced the mortgage encumbering Tates
Creek Village Apartments. The refinancing replaced indebtedness of approximately
$2,455,000  with a new  mortgage in the amount of  $4,225,000.  The new mortgage
carries a stated interest rate of 7.78%. Interest on the old mortgage was 6.95%.
Principal and interest  payments on the mortgage loan of  approximately  $35,000
are due monthly until the loan matures on April 1, 2010. Total  capitalized loan
costs were  approximately  $106,000  at  September  30,  2000.  The  Partnership
recognized  an  extraordinary  loss  on the  early  extinguishment  of  debt  of
approximately  $155,000  due to the  write-off of  unamortized  loan costs and a
prepayment penalty.

On September 29, 2000, the Partnership  financed a mortgage  encumbering Society
Park Apartments.  The mortgage debt totaled  $5,330,000.  The mortgage carries a
stated interest rate of 7.80%.  Principal and interest  payments on the mortgage
loan of approximately $44,000 are due monthly until the loan matures on February
1, 2010. Total capitalized loan costs were  approximately  $159,000 at September
30, 2000.

On September 29, 2000, the Partnership  financed a mortgage  encumbering Regency
Oaks Apartments.  The mortgage debt totaled  $7,650,000.  The mortgage carries a
stated interest rate of 7.80%.  Principal and interest  payments on the mortgage
loan of approximately $63,000 are due monthly until the loan matures on February
1, 2010. Total capitalized loan costs were  approximately  $217,000 at September
30, 2000.

Included in the loan costs  capitalized  associated with the above  transactions
was a 1% fee of approximately $243,000 paid to the General Partner in accordance
with the terms of the Partnership Agreement.


<PAGE>


                                                                   EXHIBIT 10.23

                                 THIRD AMENDMENT
                      TO THE LIMITED PARTNERSHIP AGREEMENT
                  OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


            THIS  THIRD  AMENDMENT  TO  THE  LIMITED  PARTNERSHIP  AGREEMENT  OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (this "Amendment") is entered into
as of the 17th day of October,  2000,  by and among  ConCap  Equities,  Inc.,  a
Delaware corporation (the "General Partner"),  and each of the Limited Partners.
All  capitalized  terms used  herein but not  otherwise  defined  shall have the
meanings ascribed thereto in the "Partnership Agreement" (as defined below).

            WHEREAS, Consolidated Capital Institutional Properties, a California
limited partnership (the "Partnership"), exists pursuant to that certain Limited
Partnership Agreement of Consolidated Capital Institutional Properties, dated as
of  April  28,  1981,  as  amended  by  that  certain  First  Amendment  to  the
Consolidated  Capital  Institutional  Properties Limited Partnership  Agreement,
dated as of July  11,  1985,  and as  further  amended  by that  certain  Second
Amendment  to  the  Limited  Partnership   Agreement  of  Consolidated   Capital
Institutional  Properties,  dated as of October  23,  1990 (as so  amended,  the
"Partnership Agreement"); and

            WHEREAS,  the General Partner has obtained consents of the requisite
percentage-in-interest  of the Limited Partners (i.e.,  Limited Partners holding
greater  than  fifty  percent  (50%)  of  the  Units)  necessary  to  amend  the
Partnership Agreement as provided in this Amendment.

            NOW, THEREFORE,  in consideration of the premises,  the agreement of
the parties herein  contained,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  and  confessed,  the
parties hereby agree as follows:

            1.    Reserves.  Section 4.09 is amended to read as follows:

                  "The Partnership shall maintain reasonable reserves for normal
            working  capital and  contingencies  in an amount  equal to at least
            five percent (5%) of invested  Capital  determined from time to time
            by the General Partner in its sole discretion."



            2.    Miscellaneous.



<PAGE>





Effectof Amendment.  In the event of any inconsistency  between the terms of the
      Partnership  Agreement and the terms of this Amendment,  the terms of this
      Amendment  shall prevail.  In the event any conflict or apparent  conflict
      between any of the provisions of the  Partnership  Agreement as amended by
      this  Amendment,  such  conflicting  provisions  shall be  reconciled  and
      construed to give effect to the terms and intent of this Amendment.

Ratification.  Except as otherwise  expressly  modified hereby,  the Partnership
      Agreement shall remain in full force and effect,  and all of the terms and
      provisions of the Partnership  Agreement,  as herein modified,  are hereby
      ratified  and  reaffirmed.  Except  as  amended  hereby,  the  Partnership
      Agreement shall continue, unmodified, and in full force and effect.

Counterparts.  This Amendment may be executed in as many  counterparts as may be
      deemed  necessary and convenient,  and by the different  parties hereto on
      separate counterparts, each of which, when so executed, shall be deemed an
      original,  but all such  counterparts  shall  constitute  one and the same
      instrument.

Governing Law. This Amendment shall be governed by and construed and enforced in
      accordance with the laws of the State of California, without regard to its
      principles of conflicts of law.

            IN WITNESS  WHEREOF,  the parties have executed this Amendment as of
the date first set forth above.

                                    THE GENERAL PARTNER:

                                    CONCAP EQUITIES, INC.,
                                    a Delaware corporation



                                    By:
                                          Patrick J. Foye
                                          Executive Vice President














                                    THE LIMITED PARTNERS:

                                    AIMCO PROPERTIES, L.P.
                                    a Delaware limited partnership

                                    By:   AIMCO-GP, INC.
                                          (General Partner)

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President






                                    COOPER RIVER PROPERTIES, L.L.C.
                                    a Delaware limited liability company

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President

                                          AIMCO IPLP, L.P.
                                          a Delaware limited partnership

                                    By:   AIMCO/IPT, INC.
                                          (General Partner)

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President



                                    REEDY RIVER PROPERTIES, L.L.C.
                                    a Delaware limited liability company

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:
                                          Patrick J. Foye
                                          Executive Vice President of ConCap
                                          Equities, Inc., agent and
                                          attorney-in-fact for each of the
                                          remaining Limited Partners of the
                                          Partnership


<PAGE>


                                                                   EXHIBIT 10.24

                                FOURTH AMENDMENT
                      TO THE LIMITED PARTNERSHIP AGREEMENT
                  OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


            THIS  FOURTH  AMENDMENT  TO THE  LIMITED  PARTNERSHIP  AGREEMENT  OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (this "Amendment") is entered into
as of the 25th day of May, 2001, by and among ConCap Equities,  Inc., a Delaware
corporation  (the  "General  Partner"),  and each of the Limited  Partners.  All
capitalized  terms used herein but not otherwise defined shall have the meanings
ascribed thereto in the "Partnership Agreement" (as defined below).

            WHEREAS, Consolidated Capital Institutional Properties, a California
limited partnership (the "Partnership"), exists pursuant to that certain Limited
Partnership Agreement of Consolidated Capital Institutional Properties, dated as
of  April  28,  1981,  as  amended  by  that  certain  First  Amendment  to  the
Consolidated  Capital  Institutional  Properties Limited Partnership  Agreement,
dated as of July 11, 1985, as further  amended by that certain Second  Amendment
to the Limited  Partnership  Agreement  of  Consolidated  Capital  Institutional
Properties, dated as of October 23, 1990, and as further amended by that certain
Third Amendment to the Limited  Partnership  Agreement of  Consolidated  Capital
Institutional  Properties,  dated as of October  17,  2000 (as so  amended,  the
"Partnership Agreement"); and

            WHEREAS,  the General Partner has obtained consents of the requisite
percentage-in-interest  of the Limited Partners (i.e.,  Limited Partners holding
greater  than  fifty  percent  (50%)  of  the  Units)  necessary  to  amend  the
Partnership Agreement as provided in this Amendment.

            NOW, THEREFORE,  in consideration of the premises,  the agreement of
the parties herein  contained,  and other good and valuable  consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged  and  confessed,  the
parties hereby agree as follows:

            1.    Surplus Funds.  The definition of "Surplus Funds" contained in
Section 1.04(u) of the Partnership Agreement is hereby deleted, in its entirety,
and the following new definition is inserted in lieu thereof:

                  "(u) `Surplus Funds' shall mean the Partnership's share of the
            net cash funds or proceeds resulting from the Partnership's  receipt
            of (a) principal and additional interest from the Participating Note
            issued  by the Fee  Owner or (b) any  funds  from the  sale,  lease,
            financing or refinancing of any of the Partnership's properties, and
            in each  case,  (i) after  deduction  of all  expenses  incurred  in
            connection  therewith and (ii) less such amounts for working capital
            reserves as the  General  Partner  deems  reasonably  necessary  for
            future Partnership operations."


<PAGE>



            2.    Purpose of Partnership and Investment Objectives.  The first
paragraph of Section 1.05 of the Partnership Agreement is amended to read as
follows:

            "Purpose of  Partnership  and Investment  Objectives.  The principal
            purpose  of the  Partnership  is to lend  funds  in  return  for the
            Participating Note with participations  secured by deeds of trust on
            real properties  (including apartment  buildings,  shopping centers,
            industrial projects,  office buildings and other similar properties)
            as shall  from time to time be  acquired  by the Fee Owner and which
            offer the potential for (i)  preserving  and  protecting the Limited
            Partners'  original  Invested  Capital;   (ii)  providing  quarterly
            distributions  from  interest  received  from the Fee Owner or other
            sources;  and (iii)  providing  special  payments  to the  extent of
            additional  interest received from such  Participating  Note; and to
            engage in any and all  general  business  activities  related to and
            incidental to those purposes,  including,  without  limitation,  the
            acquisition, ownership, improvement, management, operation, leasing,
            financing,  refinancing,  sale or  exchange  of any real or personal
            property  obtained (x) in connection with the exercise of any remedy
            available  to it under the  Participating  Note or the  Master  Loan
            Agreement or (y) in a  transaction  (a "1031  Transaction")  that is
            intended to a like-kind  exchange under Section 1031 of the Internal
            Revenue Code of 1986, as amended,  or any successor statute,  at law
            or  in  equity  (including,  without  limitation,  those  properties
            commonly known as The Loft Apartments in Raleigh, North Carolina and
            The   Sterling   Home   and   Commerce   Center   in   Philadelphia,
            Pennsylvania); provided, however, that the Partnership shall not own
            or lease property  jointly or in partnership  with others but it may
            transfer  any  such  property  to  a   single-purpose   wholly-owned
            subsidiary."

            3.    Powers and Duties of the General Partner.

            (a) The fourth  sentence of the first  paragraph  of Section 2.01 of
the Partnership Agreement is amended to read as follows:

                  "The General Partner shall have the right, power and authority
            granted to General Partner hereunder or by law, or both, to obligate
            and bind  the  Partnership  and,  on  behalf  and in the name of the
            Partnership,  to take  such  action  as the  General  Partner  deems
            necessary  or  advisable,  including,  without  limitation,  making,
            executing  and  delivering  loan  and  other   agreements,   leases,
            assignments   and  transfers  and  agreements  to  purchase,   sell,
            exchange,  lease or otherwise  deal with real or personal  property,
            escrow instructions, advances under the Participating Note, pledges,
            deeds of trust, mortgages and other security agreements,  promissory
            notes,  checks,  drafts and other  negotiable  instruments,  and all
            other  documents  and  agreements  which the General  Partner  deems
            reasonable  or  necessary  in   connection   with  the  loaning  and
            investment  of the  Partnership's  net proceeds  resulting  from the
            Capital   Contributions   received  and  the   management   thereof,
            including,   without   limitation,   the   acquisition,   ownership,
            improvement,  management,  operation, lease, financing, refinancing,
            exchange or sale of any real or  personal  property  (including  the
            transfer  of  such   property  to  a   single-purpose   wholly-owned
            subsidiary of the  Partnership)  obtained (i) in connection with the
            exercise of any remedy available to it under the Participating  Note
            or the Master Loan Agreement or (ii) in a 1031  Transaction,  at law
            or  in  equity  (including,  without  limitation,  those  properties
            commonly known as The Loft Apartments in Raleigh, North Carolina and
            The   Sterling   Home   and   Commerce   Center   in   Philadelphia,
            Pennsylvania)."

            (b) The penultimate sentence of the second paragraph of Section 2.01
of the Partnership Agreement is amended to read as follows:

                  "The  Partnership  shall not be  permitted  to  purchase  real
            property,  directly or indirectly,  but it may acquire real property
            upon  exercising  any remedy  under the  Participating  Note and the
            Master Note Loan Agreement or a 1031 Transaction."

            4.    Miscellaneous.

Effectof Amendment.  In the event of any inconsistency  between the terms of the
      Partnership  Agreement and the terms of this Amendment,  the terms of this
      Amendment  shall prevail.  In the event any conflict or apparent  conflict
      between any of the provisions of the  Partnership  Agreement as amended by
      this  Amendment,  such  conflicting  provisions  shall be  reconciled  and
      construed to give effect to the terms and intent of this Amendment.

Ratification.  Except as otherwise  expressly  modified hereby,  the Partnership
      Agreement shall remain in full force and effect,  and all of the terms and
      provisions of the Partnership  Agreement,  as herein modified,  are hereby
      ratified  and  reaffirmed.  Except  as  amended  hereby,  the  Partnership
      Agreement shall continue, unmodified, and in full force and effect.

Counterparts.  This Amendment may be executed in as many  counterparts as may be
      deemed  necessary and convenient,  and by the different  parties hereto on
      separate counterparts, each of which, when so executed, shall be deemed an
      original,  but all such  counterparts  shall  constitute  one and the same
      instrument.

Governing Law. This Amendment shall be governed by and construed and enforced in
      accordance with the laws of the State of California, without regard to its
      principles of conflicts of law.

            IN WITNESS  WHEREOF,  the parties have executed this Amendment as of
the date first set forth above.

                                    THE GENERAL PARTNER:

                                    CONCAP EQUITIES, INC.,
                                    a Delaware corporation



                                    By:
                                          Patrick J. Foye
                                          Executive Vice President

                                    THE LIMITED PARTNERS:

                                    AIMCO PROPERTIES, L.P.
                                    a Delaware limited partnership

                                    By:   AIMCO-GP, INC.
                                          (General Partner)

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President



                                    COOPER RIVER PROPERTIES, L.L.C.
                                    a Delaware limited liability company

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President


                                          AIMCO IPLP, L.P.
                                          a Delaware limited partnership

                                    By:   AIMCO/IPT, INC.
                                          (General Partner)

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President


                                    REEDY RIVER PROPERTIES, L.L.C.
                                    a Delaware limited liability company

                                    By:
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:
                                          Patrick J. Foye
                                          Executive Vice President of ConCap
                                          Equities, Inc., agent and
                                          attorney-in-fact for each of the
                                          remaining Limited Partners of the
                                          Partnership