UNITED STATES
                       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, 2005

                                       or

[ ]   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
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No___

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

Indicate by check mark whether the  registrant  is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes ___ No _X__

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     Financial Statements


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

                                                          September 30,  December 31,
                                                               2005          2004
                                                           (Unaudited)    (Restated)
                                                                           (Note A)
Assets
<S>                                                          <C>             <C>
   Cash and cash equivalents                                 $ 1,456         $ 955
   Receivables and deposits                                       799         1,155
   Restricted escrows                                             261           662
   Other assets                                                 1,318           989
   Investment in affiliated partnerships (Note D)                 634           624
   Investment properties:
      Land                                                     20,365        20,365
      Buildings and related personal property                 106,091        98,265
                                                              126,456       118,630
      Less:  Accumulated depreciation                         (31,661)      (27,837)
                                                               94,795        90,793
                                                             $ 99,263      $ 95,178
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                           $ 370         $ 1,499
   Tenant security deposit liabilities                            841           825
   Accrued property taxes                                         713           100
   Other liabilities                                            1,148         1,229
   Due to affiliates (Note C)                                   6,698         2,596
   Mortgage notes payable                                      64,945        65,768
                                                               74,715        72,017
Partners' Capital
   General partner                                                147            133
   Limited partners (199,043.2 units issued and
      outstanding)                                             24,401        23,028
                                                               24,548        23,161
                                                             $ 99,263      $ 95,178

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

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>




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

<TABLE>
<CAPTION>

                                              Three Months Ended      Nine Months Ended
                                                September 30,           September 30,
                                               2005       2004        2005         2004
Revenues:                                                                       (Restated)
                                                                                 (Note A)
<S>                                          <C>        <C>         <C>         <C>
   Rental income                             $ 5,817    $ 5,629     $17,213     $16,305
   Other income                                  499        504       1,477       1,554
   Casualty gain (Note H)                         51         --          51          --
      Total revenues                           6,367      6,133      18,741      17,859
Expenses:
   Operating                                   2,736      2,973       7,966       8,694
   General and administrative                    177        225         589         710
   Depreciation                                1,289      1,318       3,830       3,989
   Interest                                    1,104      1,157       3,371       3,465
   Property taxes                                514        451       1,425       1,317
   Casualty loss (Note H)                         --        427         125         453
      Total expenses                           5,820      6,551      17,306      18,628

Income (loss) from continuing
    operations                                   547       (418)      1,435        (769)
Loss from discontinued operations
    (Notes A and E)                               --        (13)         --      (1,113)
(Loss) gain on sale of discontinued
    operations (Note E)                           --         --         (58)      1,716
Gain on foreclosure of real
    estate (Note B)                               --         --          --         156
Equity in income from investment
    (Note D)                                      10         --          10          17
Net income (loss)                            $   557    $  (431)    $ 1,387     $     7
 Net income (loss) allocated to general
    partner (1%)                             $     6    $    (4)    $    14     $    --
 Net income (loss) allocated to limited
    partners (99%)                               551       (427)      1,373           7
                                             $   557    $  (431)    $ 1,387     $     7
Per limited partnership unit:
Income (loss) from continuing operations        2.72      (2.08)       7.14       (3.82)

Loss from discontinued operations                 --      (0.07)         --       (5.54)
(Loss) gain on sale of discontinued
    operations                                    --         --       (0.29)       8.54
Gain on foreclosure of real estate                --         --          --        0.77
Equity in income from investment                0.05         --        0.05        0.08
Net income (loss) per limited
   partnership unit                          $  2.77    $ (2.15)    $  6.90     $  0.03
Distributions per limited partnership
   unit                                      $    --    $ 11.63     $    --     $ 20.76

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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

                                        Limited
                                      Partnership    General      Limited
                                         Units       Partner     Partners      Total

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

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

Net income for the nine months
   ended September 30, 2005                    --        14         1,373       1,387

Partners' capital at
   September 30, 2005                   199,043.2  $    147      $ 24,401    $ 24,548

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


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

<TABLE>
<CAPTION>

                                                                 Nine Months Ended
                                                                   September 30,
                                                                    2005     2004
                                                                          (Restated)
                                                                            (Note A)
Cash flows from operating activities:
<S>                                                             <C>            <C>
  Net income                                                    $ 1,387        $ 7
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    3,830       4,126
   Amortization of loan costs, lease commissions and
    mortgage premiums                                               (128)       (155)
   Casualty (gain) loss, net                                          74         453
   Equity in income of investment                                    (10)        (17)
   Loss on sale of discontinued operations                            58      (1,716)
   Loss on early extinguishment of debt                               --       1,161
   Gain on foreclosure of real estate                                 --        (156)
   Change in accounts:
      Receivables and deposits                                       107        (483)
      Other assets                                                  (328)       (501)
      Accounts payable                                               (34)         52
      Tenant security deposit liabilities                             16        (100)
      Accrued property taxes                                         613         193
      Other liabilities                                              (81)       (135)
      Due to affiliates                                             (154)       (200)
       Net cash provided by operating activities                   5,350       2,529

Cash flows from investing activities:
  Net proceeds from sale of discontinued operations                   --      12,589
  Net receipts from restricted escrows                               401          43
  Property improvements and replacements                          (9,041)     (3,270)
  Insurance proceeds received                                        232         284
  Receipts on Master Loan                                             --         156
       Net cash (used in) provided by investing activities        (8,408)      9,802
Cash flows from financing activities:
  Distributions to partners                                           --      (4,132)
  Payments on mortgage notes payable                              (1,285)     (1,232)
  Repayment of mortgage note payable                              (3,925)     (7,099)
  Proceeds from mortgage notes payable                             4,600          --
  Prepayment penalties                                                --      (1,527)
  Loan costs paid                                                    (49)         --
  Lease commissions paid                                             (38)         (6)
  Advances from general partner                                    4,933          --
  Repayment of advances from general partner                        (677)         --
       Net cash provided by (used in) financing activities         3,559     (13,996)
Net increase (decrease) in cash and cash equivalents                 501      (1,665)
Cash and cash equivalents at beginning of period                     955       2,417
Cash and cash equivalents at end of period                      $ 1,456       $ 752
Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 3,869      $ 3,789
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                       $ 177        $ 868

Included in property  improvements  and  replacements  for the nine months ended
September  30, 2005 are  approximately  $1,272,000  of  improvements  which were
included in accounts payable at December 31, 2004.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

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

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is ultimately  owned by Apartment  Investment  and  Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month periods ended  September  30, 2005 are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2005.  For
further  information,   refer  to  the  consolidated  financial  statements  and
footnotes thereto included in the Partnership's Annual Report on Form 10-K/A No.
2 for the fiscal year ended December 31, 2004.

The  Partnership  amended its Form 10-K for the year ended  December 31, 2004 to
adjust for the recording in 2002 of an  investment in an affiliated  partnership
and to reverse the related  equity in gains on sale of investment  properties in
the  affiliated  partnership  recognized  in 2003  and  2004.  The  value of the
investment  in 2002  should  have  been  recorded  at the  discounted  value  of
operating cash flows that were  reasonably  expected at the date the Partnership
foreclosed  on the  investment.  In  addition,  the  equity  in gains on sale of
investment  properties  recognized  in  2003  and  2004  should  not  have  been
recognized  because the related sales  proceeds will not be  distributed  to the
Partnership. Because of the errors noted above, the balance sheet as of December
31, 2004,  the statement of operations  for the nine months ended  September 30,
2004,  the statement of cash flows for the nine months ended  September 30, 2004
and the partners'  capital  account at December 31, 2004,  have been restated to
reflect the correction of these errors in the restated financial statements.

Certain  2004  balances  have  been   reclassified  to  conform  with  the  2005
presentation.

As a result  of the  sales of  Silverado  Apartments  and  Tates  Creek  Village
Apartments to third parties during the nine months ended  September 30, 2004 and
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying consolidated statements of operations for the three and nine months
ended  September  30, 2004 reflect the  operations of Silverado  Apartments  and
Tates  Creek  Village  Apartments  as  loss  from  discontinued   operations  of
approximately  $13,000  and  $1,113,000  for the  three  and nine  months  ended
September 30, 2004, respectively, including revenues of approximately $1,043,000
for the nine months ended September 30, 2004.

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

Note B - Net Investment in Master Loan

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

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

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating with CCEP with respect to its options which included  foreclosing on
the properties  which  collateralized  the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collateralized  the  Master  Loan.  The  General  Partner  began the  process of
foreclosure  or executing  deeds in lieu of  foreclosure  during 2002 on all the
properties in CCEP.  During August 2002, the General  Partner  executed deeds in
lieu of foreclosure  on four of the active  properties of CCEP:  Silverado,  The
Knolls,  Indian Creek Village and Tates Creek Village  Apartments.  In addition,
one of the  properties  held by CCEP was sold in December  2002. On November 10,
2003 the  Partnership  acquired  the  four  remaining  properties  held by CCEP:
Plantation Gardens  Apartments,  Regency Oaks Apartments,  The Dunes Apartments,
and Palm Lake  Apartments.  These properties were sold at a foreclosure sale due
to CCEP's inability to repay the Master Loan and accrued interest.  As the deeds
were executed,  title in the properties previously owned by CCEP was transferred
to the Partnership  subject to the existing liens on such properties,  including
the first mortgage loans. As a result,  during the years ended December 2003 and
2002,  the  Partnership  assumed  responsibility  for  the  operations  of  such
properties.  During the nine months ended  September 30, 2004,  the  Partnership
received  approximately  $156,000  from CCEP as the final  payment on the Master
Loan.  The results of operations of the eight  properties  foreclosed on in 2003
and 2002 are reflected in the accompanying consolidated statements of operations
for the three and nine month periods ended September 30, 2005 and 2004.

Note C - Related Party Transactions

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

Affiliates  of the  General  Partner  receive  5% of  gross  receipts  from  the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $913,000 and $926,000 for the
nine months ended September 30, 2005 and 2004,  respectively,  which is included
in operating expenses and loss from discontinued operations.

Affiliates of the General Partner charged the Partnership for  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $956,000 and
$872,000 for the nine months  ended  September  30, 2005 and 2004,  respectively
which  is  included  in  general  and  administrative  expenses  and  investment
properties.   The  portion  of  these  reimbursements   included  in  investment
properties  for the  nine  months  ended  September  30,  2005 and 2004 are fees
related to  construction  management  services  provided by an  affiliate of the
General  Partner of  approximately  $526,000  and  $328,000,  respectively.  The
construction  management fees are calculated  based on a percentage of additions
to investment properties.

In connection with the sale of Silverado Apartments on March 31, 2004 (see "Note
E"), the General Partner earned a disposition fee of approximately  $333,000. In
connection with the sale of Tates Creek Village  Apartments on June 28, 2004 the
General Partner earned a disposition fee of approximately  $349,000.  These fees
are included in gain on sale of discontinued operations and were paid during the
nine months ended September 30, 2004.

In accordance with the Partnership  Agreement,  the General Partner advanced the
Partnership   approximately   $4,933,000  for  expenses  at  the   Partnership's
properties,  to fund redevelopment costs at The Sterling Apartment Homes and The
Knolls Apartments and to fund capital improvements and refinance deposits at The
Loft Apartments  during the nine months ended  September 30, 2005.  Interest was
charged at the prime rate plus 2% (8.75% at September  30, 2005) and amounted to
approximately  $299,000 for the nine months ended September 30, 2005. There were
no advances to the  Partnership or associated  interest  expense during the nine
months ended  September  30, 2004.  During the nine months ended  September  30,
2005,  the  Partnership  made  payments  on the  outstanding  loans and  accrued
interest of  approximately  $945,000.  At September 30, 2005,  the amount of the
outstanding  loans and accrued  interest  was  approximately  $6,698,000  and is
included in due to affiliates.

Subsequent  to  September  30,  2005,  the  Partnership  made a  payment  on the
outstanding loans and accrued interest of approximately $1,100,000.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related  to  workers  compensation,   property  casualty,   general
liability and vehicle  liability.  The Partnership  insures its properties above
the AIMCO limits  through  insurance  policies  obtained by AIMCO from  insurers
unaffiliated  with the General  Partner.  During the nine months ended September
30,  2005 and 2004,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $290,000 and $282,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

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

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage    September 30, 2005
                                                                     (in thousands)
Consolidated Capital            Special Limited
<S>                                                    <C>                <C>
  Growth Fund                       Partner            0.40%              $ 12
Consolidated Capital            Special Limited
  Properties III                    Partner            1.85%                 18
Consolidated Capital            Special Limited
  Properties IV                     Partner            1.85%                604
                                                                           $ 634
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP  (see  "Note  B") and  are  accounted  for on the  equity  method  of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.  During the nine months ended September 30, 2005, the Partnership
recognized  approximately $10,000 in equity in income from investment related to
its allocated  share of the income (loss) for the  investments.  During the nine
months  ended  September  30, 2004,  the  Partnership  recognized  approximately
$17,000 in equity in income from  investment  related to its allocated  share of
the income (loss) for the investments.

Note E - Sale of Investment Property

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas, to a third party for  $6,650,000.  After payment of closing costs,
the  net  sales  proceeds   received  by  the  Partnership  were   approximately
$6,169,000. The Partnership used a portion of the proceeds to repay the mortgage
encumbering  the property of  approximately  $3,248,000.  The sale resulted in a
gain on sale of investment property of approximately  $1,510,000 during the nine
months ended September 30, 2004. In addition, the Partnership recorded a loss on
early extinguishment of debt of approximately $685,000 as a result of prepayment
penalties paid,  partially  offset by the write off of the unamortized  mortgage
premium which is included in loss from discontinued operations.  Pursuant to the
Partnership  Agreement and in  conjunction  with the sale, a disposition  fee of
approximately  $333,000 was earned by and paid to the General Partner during the
nine  months  ended  September  30,  2004.  Included  in loss from  discontinued
operations  for the nine  months  ended  September  30,  2004 are results of the
property's operations of a loss of approximately $672,000, including revenues of
approximately $339,000.

On June 28, 2004, the Partnership sold Tates Creek Village  Apartments,  located
in  Lexington,  Kentucky,  to a third party for  $6,980,000.  After  payment and
accrual of closing  costs,  the net sales proceeds  received by the  Partnership
were approximately $6,420,000. The Partnership used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $3,851,000.  The
sale resulted in a gain on sale of investment property of approximately $206,000
during the nine months ended  September 30, 2004. In addition,  the  Partnership
recorded a loss on early  extinguishment of debt of approximately  $476,000 as a
result of prepayment  penalties paid,  partially  offset by the write off of the
unamortized  mortgage  premium  which  is  included  in loss  from  discontinued
operations.  Pursuant to the Partnership  Agreement and in conjunction  with the
sale, a disposition fee of approximately  $349,000 was earned by and paid to the
General  Partner  during the nine months ended  September 30, 2004.  Included in
loss from discontinued  operations for the three months ended September 30, 2004
are results of the property's operations of approximately $13,000. There were no
revenues included in loss from  discontinued  operations during the three months
ended September 30, 2004. Included in loss from discontinued  operations for the
nine months ended September 30, 2004 are results of the property's operations of
approximately $441,000, including revenues of approximately $704,000.

During the nine months ended  September 30, 2005, the  Partnership  recognized a
reduction  of the  gain  on the  sale  of  Tates  Creek  Village  Apartments  of
approximately  $58,000 due to the revision of the  collectibility of receivables
expected at the time of the sale.

Note F - Refinancing of Mortgage Note Payable

On August 31, 2005, the Partnership refinanced the mortgage encumbering The Loft
Apartments.  The  refinancing  replaced the existing  mortgage of  approximately
$3,925,000 with a new mortgage in the amount of  approximately  $4,600,000.  The
new mortgage  requires monthly  payments of principal and interest  beginning on
October  10,  2005  until the loan  matures  September  10,  2012,  with a fixed
interest  rate of 5.04% and a balloon  payment due at maturity of  approximately
$4,076,000.  The  Partnership  may not  prepay  the new  mortgage  loan prior to
October 10, 2007. On or after this date the  Partnership may prepay subject to a
prepayment penalty.  Total capitalized loan costs were approximately $49,000 and
are included in other assets.  Unamortized  loan costs for the prior mortgage of
approximately $4,000 were written off and are included in interest expense. As a
condition  to  making  the new  mortgage  loan,  the  lender  required  AIMCO to
guarantee the obligations and liabilities of the Partnership with respect to the
new mortgage.

<PAGE>

Note G - Segment Reporting

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

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

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

Segment  information  for the three and nine months ended September 30, 2005 and
2004 is shown in the tables below (in  thousands).  The "Other" Column  includes
partnership administration related items and income and expense not allocated to
reportable segments.
<TABLE>
<CAPTION>

      For the three months ended
          September 30, 2005            Residential   Commercial    Other   Totals
<S>                                    <C>           <C>          <C>       <C>
Rental income                          $ 5,477       $   340      $    --   $ 5,817
Other income                               462            36            1       499
Casualty gain                               51            --           --        51
Equity in income of investment              --            --           10        10
Interest expense                           912            55          137     1,104
Depreciation                             1,214            75           --     1,289
General and administrative expense          --            --          177       177
Segment profit (loss)                      887           (27)        (303)      557
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2005            Residential    Commercial    Other    Totals

<S>                                   <C>            <C>          <C>       <C>
Rental income                         $ 16,149       $ 1,064      $    --   $17,213
Other income                             1,372           102            3     1,477
Casualty gain                               51            --           --        51
Equity in income of investment              --            --           10        10
Loss on sale of discontinued
 operations                                (58)           --           --       (58)
Interest expense                         2,900           164          307     3,371
Depreciation                             3,613           217           --     3,830
General and administrative expense          --            --          589       589
Casualty loss                             (125)           --           --      (125)
Segment profit (loss)                    2,392          (122)        (883)    1,387
Total assets                            96,879         1,686          698    99,263
Capital expenditures                     7,841           105           --     7,946
</TABLE>

<TABLE>
<CAPTION>

      For the three months ended
          September 30, 2004           Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 5,267       $ 362       $ --     $ 5,629
Other income                                 457           46         1         504
Casualty loss                               (427)          --        --        (427)
Interest expense                           1,099           56         2       1,157
Depreciation                               1,233           85        --       1,318
General and administrative expenses           --           --       225         225
Loss from discontinued operations            (13)          --        --         (13)
Segment loss                                (126)         (79)     (226)       (431)
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2004            Residential  Commercial     Other      Totals
                                                                      (restated)
<S>                                      <C>          <C>          <C>       <C>
Rental income                            $15,232      $ 1,073      $ --      $16,305
Other income                               1,453           98           3      1,554
Equity in income from investment              --           --          17         17
Casualty loss                               (453)          --          --       (453)
Interest expense                           3,292          167           6      3,465
Depreciation                               3,773          216          --      3,989
General and administrative expense            --           --         710        710
Gain on sale of investment                 1,716           --          --      1,716
Loss from discontinued operations         (1,113)          --          --     (1,113)
Gain on foreclosure of real estate           156           --          --        156
Segment profit (loss)                      1,121         (418)       (696)         7
Total assets                              90,319        1,710       1,109     93,138
Capital expenditures                       3,423          715          --      4,138
</TABLE>


<PAGE>
Note H - Casualty Events

During the nine months ended  September 30, 2004, the  Partnership's  investment
property,  Regency Oaks Apartments,  sustained damages from Hurricanes  Charlie,
Frances and Jeanne. The damages incurred totaled approximately  $329,000,  which
will  not be  covered  by  insurance  proceeds.  There  was a  casualty  loss of
approximately  $204,000  recorded  at  Regency  Oaks  Apartments  related to the
damages to the property  caused by the hurricanes  during 2004 of which $142,000
was recorded  during the nine months ended  September 30, 2004.  During the nine
months  ended  September  30,  2005 the  Partnership  recognized  an  additional
casualty  loss  of  approximately  $105,000  as a  result  of the  write-off  of
additional  undepreciated  damaged assets.  In 2004, the  Partnership  estimated
total clean up costs from the hurricanes would be approximately $73,000.  During
the nine months ended September 30, 2005, the Partnership  revised  downward the
total  estimated  clean up costs  related to  hurricane  damage and  reduced the
estimate by approximately $24,000. This income is included in operating expenses
and these costs are not covered by insurance proceeds.

During the nine months ended  September 30, 2004, the  Partnership's  investment
property,  The Dunes Apartments,  sustained damages from Hurricanes  Frances and
Jeanne. The damages incurred totaled  approximately  $62,000,  which will not be
covered  by  insurance  proceeds.  There was a  casualty  loss of  approximately
$38,000 recorded at The Dunes  Apartments  during 2004 related to the damages to
the  property  caused  by the  hurricanes  of which  approximately  $34,000  was
recorded during the nine months ended September 30, 2004. During the nine months
ended September 30, 2005 the Partnership  recognized an additional casualty loss
of   approximately   $20,000  as  a  result  of  the  write  off  of  additional
undepreciated damaged assets. During 2004, the Partnership estimated total clean
up costs from the hurricanes  would be  approximately  $16,000.  During the nine
months ended September 30, 2005, the property incurred  approximately $35,000 in
additional  clean up costs which were not covered by insurance  proceeds.  These
costs are included in operating expenses.

During the nine months ended  September 30, 2004, the  Partnership's  investment
property, Palm Lake Apartments,  sustained damages from Hurricane Frances. There
was a casualty loss of  approximately  $51,000  recorded at Palm Lake Apartments
during the nine months ended  September 30, 2004.  During the fourth  quarter of
2004, the casualty loss was reversed and recorded as clean up costs.  During the
nine months ended September 30, 2005, the Partnership revised downward the total
estimated clean up costs related to hurricane damage and reduced the estimate by
approximately  $30,000.  This income is included in operating expenses and these
costs are not covered by insurance proceeds.

In July 2004 there was a fire at Indian Creek  Village  Apartments  that damaged
nine units. The property suffered damages of approximately $482,000.  During the
nine months ended September 30, 2004 a casualty loss of  approximately  $200,000
was recorded as the result of the write off of net fixed assets of approximately
$442,000,  net of the receipt of insurance  proceeds of approximately  $242,000.
This loss was  reversed  during the fourth  quarter of 2004 due to a revision in
the estimated  insurance  proceeds to be received.  During the nine months ended
September 30, 2005, there was a casualty gain of approximately  $51,000 recorded
as a result of the receipt of  additional  insurance  proceeds of  approximately
$232,000  related  to this  fire,  net of the write  off of net fixed  assets of
approximately $181,000.

During the nine months ended  September  30, 2004,  there was a casualty loss of
approximately $26,000 recorded at Regency Oaks Apartments related to a fire that
damaged four  apartment  units.  The loss was the result of the write off of net
fixed assets of approximately  $79,000, net of the receipt of insurance proceeds
of approximately $42,000 and a receivable for an additional $11,000 of insurance
proceeds, which was received subsequent to September 30, 2004.

<PAGE>

Note I - Contingencies

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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

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

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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

AIMCO Properties L.P. and NHP Management Company, both affiliates of the General
Partner,  are defendants in a lawsuit alleging that they willfully  violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours worked in excess of forty per week.  The  complaint,  filed in the
United States  District Court for the District of Columbia,  attempts to bring a
collective  action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend  that  AIMCO  Properties  L.P.  and NHP  Management  Company  failed  to
compensate maintenance workers for time that they were required to be "on-call".
Additionally,  the complaint  alleges AIMCO  Properties  L.P. and NHP Management
Company failed to comply with the FLSA in compensating  maintenance  workers for
time  that they  worked in excess of 40 hours in a week.  In June 2005 the Court
conditionally  certified the collective  action on both the on-call and overtime
issues,  which allows the plaintiffs to provide notice of the collective  action
to all non-exempt  maintenance  workers from August 7, 2000 through the present.
Those  employees will have the  opportunity to opt-in to the collective  action,
and AIMCO Properties,  L.P. and NHP Management Company will have the opportunity
to move to decertify the collective action. Because the court denied plaintiffs'
motion to certify state subclasses,  on September 26, 2005, the plaintiffs filed
a class action with the same  allegations  in the Superior  Court of  California
(Contra  Costa  County).  Although the outcome of any  litigation  is uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse effect on its consolidated  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

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

Environmental

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

Mold

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

SEC Investigation

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

Note J - Redevelopment of Property

One of the  Partnership's  investment  properties,  The  Knolls  Apartments,  is
currently under redevelopment. Based on current redevelopment plans, the General
Partner  anticipates  the  redevelopment,  which began in 2004,  to be completed
during  2005 at a total  estimated  cost of  approximately  $8,341,000  of which
approximately  $5,871,000  was completed as of September  30, 2005.  Included in
these  construction  costs  are  capitalized  interest  costs  of  approximately
$304,000,  capitalized property tax expenses of approximately  $11,000 and other
construction period operating costs of approximately $19,000 for the nine months
ended September 30, 2005.

In addition, The Sterling Apartment Homes is also under redevelopment.  Based on
current  redevelopment plans, the General Partner anticipates the redevelopment,
which began in 2004, to be completed  during 2007 at a total  estimated  cost of
approximately  $24,201,000 of which approximately $1,023,000 was completed as on
September 30, 2005.

<PAGE>

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

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

The  Partnership's  investment  properties  consist  of  eight  properties.  The
Sterling is a multiple-use  facility which consists of an apartment  complex and
commercial  space.  The following table sets forth the average  occupancy of the
properties for the nine months ended September 30, 2005 and 2004:

                                                   Average Occupancy
      Property                                      2005       2004

      The Loft Apartments                           87%        86%
        Raleigh, North Carolina
      The Sterling Apartment Homes                  93%        93%
      The Sterling Commerce Center (2)              82%        79%
        Philadelphia, Pennsylvania
      The Knolls Apartments (3)                     52%        84%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (1)           91%        88%
         Overland Park, Kansas
      Plantation Gardens Apartments (1)             97%        91%
         Plantation, Florida
      Palm Lake Apartments (1)                      96%        93%
         Tampa, Florida
      The Dunes Apartments (1)                      97%        94%
         Indian Harbor, Florida
      Regency Oaks Apartments (1)                   97%        93%
         Fern Park, Florida

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

(2)   The General  Partner  attributes the increase in occupancy at The Sterling
      Commerce Center to improved market conditions.
<PAGE>
(3)   The General  Partner  attributes  the  decrease in occupancy at The Knolls
      Apartments  to  a  redevelopment   project   currently  in  process.   The
      redevelopment  project,  which began during the fourth  quarter of 2004 is
      scheduled  to be  completed  during  the fourth  quarter of 2005.  The low
      occupancy  for the nine months ended  September 30, 2005 was partially due
      to 57 units not rented due to ongoing redevelopment work.

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

Results of Operations

The  Partnership's  net income for the three and nine months ended September 30,
2005 was approximately  $557,000 and $1,387,000 compared to net (loss) income of
approximately  $(431,000) and $7,000 for the corresponding  periods in 2004. The
increase in net income for the three and nine months ended September 30, 2005 as
compared to the three and nine months ended  September 30, 2004 is primarily due
to an increase in total  revenues,  a decrease in total expenses and decrease in
the loss from  discontinued  operations  during the three and nine months  ended
September  30,  2004  partially  offset by the  decrease  in gain on the sale of
Silverado  Apartments and Tates Creek Village Apartments and gain on foreclosure
of real estate during the nine months ended September 30, 2004.

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas, to a third party for  $6,650,000.  After payment of closing costs,
the  net  sales  proceeds   received  by  the  Partnership  were   approximately
$6,169,000. The Partnership used a portion of the proceeds to repay the mortgage
encumbering  the property of  approximately  $3,248,000.  The sale resulted in a
gain on sale of investment property of approximately  $1,510,000 during the nine
months ended September 30, 2004. In addition, the Partnership recorded a loss on
early extinguishment of debt of approximately $685,000 as a result of prepayment
penalties paid,  partially  offset by the write off of the unamortized  mortgage
premium which is included in loss from discontinued operations.  Pursuant to the
Partnership  Agreement and in  conjunction  with the sale, a disposition  fee of
approximately  $333,000 was earned by and paid to the General Partner during the
nine  months  ended  September  30,  2004.  Included  in loss from  discontinued
operations  for the nine  months  ended  September  30,  2004 are results of the
property's operations of a loss of approximately $672,000, including revenues of
approximately $339,000.

On June 28, 2004, the Partnership sold Tates Creek Village  Apartments,  located
in  Lexington,  Kentucky,  to a third party for  $6,980,000.  After  payment and
accrual of closing  costs,  the net sales proceeds  received by the  Partnership
were approximately $6,420,000. The Partnership used a portion of the proceeds to
repay the mortgage  encumbering the property of  approximately  $3,851,000.  The
sale resulted in a gain on sale of investment property of approximately $206,000
during the nine months ended  September 30, 2004. In addition,  the  Partnership
recorded a loss on early  extinguishment of debt of approximately  $476,000 as a
result of prepayment  penalties paid,  partially  offset by the write off of the
unamortized  mortgage  premium  which  is  included  in loss  from  discontinued
operations.  Pursuant to the Partnership  Agreement and in conjunction  with the
sale, a disposition fee of approximately  $349,000 was earned by and paid to the
General  Partner  during the nine months ended  September 30, 2004.  Included in
loss from discontinued  operations for the three months ended September 30, 2004
are results of the property's operations of approximately $13,000. There were no
revenues included in loss from  discontinued  operations during the three months
ended September 30, 2004. Included in loss from discontinued  operations for the
nine months ended September 30, 2004 are results of the property's operations of
approximately $441,000, including revenues of approximately $704,000.

During the nine months ended  September 30, 2005, the  Partnership  recognized a
reduction  of the  gain  on the  sale  of  Tates  Creek  Village  Apartments  of
approximately  $58,000 due to the revision of the  collectibility of receivables
expected at the time of the sale.

During the nine months  ended  September  30,  2004,  the  Partnership  received
approximately  $156,000  from CCEP as the final payment on the Master Loan which
is recognized as gain on foreclosure of real estate.

The Partnership's  net income from continuing  operations for the three and nine
months  ended  September  30, 2005 was  approximately  $547,000  and  $1,435,000
compared  to  net  loss  of   approximately   $418,000   and  $769,000  for  the
corresponding periods in 2004. The increase in income from continuing operations
for the three and nine months ended  September 30, 2005 as compared to the three
and nine months ended September 30, 2004 is due to an increase in total revenues
and a decrease in total expenses.

The increase in total revenues  during the three and nine months ended September
30, 2005 is primarily  due to an increase in rental income and casualty gain (as
discussed  below).  The increase in total revenues  during the nine months ended
September  30,  2005 was  partially  offset by a decrease in other  income.  The
increase in rental  income  during the nine months ended  September  30, 2005 is
primarily  due  to  an  increase  in  average  rental  rates  at  seven  of  the
Partnership's  properties and occupancy at seven of the Partnership's properties
and a  decrease  in bad  debt  expense  at all  of the  Partnership's  apartment
properties,  partially  offset by a  decrease  in rental  rates at The  Sterling
Commerce Center and Indian Creek Village  Apartments and a decrease in occupancy
at The Knolls Apartments.  The increase in rental income during the three months
ended September 30, 2005 is primarily due to an increase in average rental rates
at all of the  Partnership's  apartment  properties and occupancy at four of the
Partnership's  investment  properties,  partially offset by a decrease in rental
rates at The  Sterling  Commerce  Center and a decrease in occupancy at three of
the Partnership's investment properties. The decrease in other income during the
nine months ended  September  30, 2005 is  primarily  due to a decrease in lease
cancellation fees at The Knolls, Regency Oaks and Plantation Gardens Apartments.

Total expenses  decreased  during the three and nine months ended  September 30,
2005  primarily  due to  decreases  in  operating,  general and  administrative,
depreciation  and  interest  expenses  and casualty  loss,  as discussed  below,
partially  offset by an increase  in property  tax  expense.  Operating  expense
decreased primarily due to decreases in property and maintenance  expenses.  The
decrease in property expenses during the nine months ended September 30, 2005 is
primarily due to reduced  utility  expenses at The Sterling  Commerce Center and
the Sterling  Apartment  Homes. The decrease in property expense during the nine
months ended  September  30, 2005 was partially  offset by increased  salary and
related  benefit  expenses at  Plantation  Gardens  Apartments.  The decrease in
property  expenses during the three months ended September 30, 2005 is primarily
due to reduced  utility  expenses at The Sterling  Commerce  Center,  salary and
related benefit expenses at The Knolls  Apartments and contract  courtesy patrol
expenses  at  The  Sterling  Commerce  Center.   Maintenance  expense  decreased
primarily  due to a decrease in contract  services at most of the  Partnership's
properties,  construction  period  expenses at The Knolls  Apartments  that were
capitalized  as part of the  redevelopment  project  and a decrease  in clean up
costs incurred  during the nine months ended  September 30, 2005 from hurricanes
in 2004 at Regency Oaks Apartments  partially  offset by an increase in clean up
costs  incurred  during the nine months ended  September  30, 2005 from the 2004
hurricanes at The Dunes  Apartments,  estimated  clean up costs  incurred due to
hurricane  Katrina at Plantation  Gardens and casualty cleanup costs incurred at
Indian  Creek  Village  Apartments  related  to a fire  that  occurred  in 2004.
Depreciation  expense  decreased  primarily  due  to  capital  improvements  and
replacements  becoming fully depreciated at The Sterling  Apartment Homes during
2004.  Interest  expense  decreased  primarily  due  to  the  capitalization  of
construction  period interest at the Knolls  Apartments due to the redevelopment
project as discussed below. This decrease was partially offset by an increase in
interest incurred on advances from affiliates. There were no advances during the
nine months ended  September  30, 2004.  Property tax expense  increased  due to
increases in the assessed  values of The Sterling  Apartment  Homes and Commerce
Center and due to a refund received during 2004 at Palm Lake Apartments of prior
year  taxes.  No  similar  refund was  received  during  the nine  months  ended
September  30,  2005.  The  increase  in  property  tax  expense  is also due to
additional taxes being recorded during the three months ended September 30, 2005
at Plantation  Gardens  Apartments as a result of the settlement of an appeal of
the  appraised  value of the property.  The appeal was settled  during the three
months ended September 30, 2005 and the settled  appraised value was higher than
the amount anticipated.

During the nine months ended  September 30, 2004, the  Partnership's  investment
property,  Regency Oaks Apartments,  sustained damages from Hurricanes  Charlie,
Frances and Jeanne. The damages incurred totaled approximately  $329,000,  which
will  not be  covered  by  insurance  proceeds.  There  was a  casualty  loss of
approximately  $204,000  recorded  at  Regency  Oaks  Apartments  related to the
damages to the property  caused by the hurricanes  during 2004 of which $142,000
was recorded  during the nine months ended  September 30, 2004.  During the nine
months  ended  September  30,  2005 the  Partnership  recognized  an  additional
casualty  loss  of  approximately  $105,000  as a  result  of the  write-off  of
additional  undepreciated  damaged assets.  In 2004, the  Partnership  estimated
total clean up costs from the hurricanes would be approximately $73,000.  During
the nine months ended September 30, 2005, the Partnership  revised  downward the
total  estimated  clean up costs  related to  hurricane  damage and  reduced the
estimate by approximately $24,000. This income is included in operating expenses
and these costs are not covered by insurance proceeds.

During the nine months ended  September 30, 2004, the  Partnership's  investment
property,  The Dunes Apartments,  sustained damages from Hurricanes  Frances and
Jeanne. The damages incurred totaled  approximately  $62,000,  which will not be
covered  by  insurance  proceeds.  There was a  casualty  loss of  approximately
$38,000 recorded at The Dunes  Apartments  during 2004 related to the damages to
the  property  caused  by the  hurricanes  of which  approximately  $34,000  was
recorded during the nine months ended September 30, 2004. During the nine months
ended September 30, 2005 the Partnership  recognized an additional casualty loss
of   approximately   $20,000  as  a  result  of  the  write  off  of  additional
undepreciated damaged assets. During 2004, the Partnership estimated total clean
up costs from the hurricanes  would be  approximately  $16,000.  During the nine
months ended September 30, 2005, the property incurred  approximately $35,000 in
additional  clean up costs which were not covered by insurance  proceeds.  These
costs are included in operating expenses.

During the nine months ended  September 30, 2004, the  Partnership's  investment
property, Palm Lake Apartments,  sustained damages from Hurricane Frances. There
was a casualty loss of  approximately  $51,000  recorded at Palm Lake Apartments
during the nine months ended  September 30, 2004.  During the fourth  quarter of
2004, the casualty loss was reversed and recorded as clean up costs.  During the
nine months ended September 30, 2005, the Partnership revised downward the total
estimated clean up costs related to hurricane damage and reduced the estimate by
approximately  $30,000.  This income is included in operating expenses and these
costs are not covered by insurance proceeds.

In July 2004 there was a fire at Indian Creek  Village  Apartments  that damaged
nine units. The property suffered damages of approximately $482,000.  During the
nine months ended September 30, 2004 a casualty loss of  approximately  $200,000
was recorded as the result of the write off of net fixed assets of approximately
$442,000,  net of the receipt of insurance  proceeds of approximately  $242,000.
This loss was  reversed  during the fourth  quarter of 2004 due to a revision in
the estimated  insurance  proceeds to be received.  During the nine months ended
September 30, 2005, there was a casualty gain of approximately  $51,000 recorded
as a result of the receipt of  additional  insurance  proceeds of  approximately
$232,000  related  to this  fire,  net of the write  off of net fixed  assets of
approximately $181,000.

During the nine months ended  September  30, 2004,  there was a casualty loss of
approximately $26,000 recorded at Regency Oaks Apartments related to a fire that
damaged four  apartment  units.  The loss was the result of the write off of net
fixed assets of approximately  $79,000, net of the receipt of insurance proceeds
of approximately $42,000 and a receivable for an additional $11,000 of insurance
proceeds, which was received subsequent to September 30, 2004.

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

Liquidity and Capital Resources

At  September  30,  2005,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,456,000  compared to  approximately  $752,000 at September 30,
2004. Cash and cash equivalents increased  approximately $501,000 since December
31, 2004 due to  approximately  $5,350,000  and  $3,559,000  of cash provided by
operating   and  financing   activities,   respectively   partially   offset  by
approximately $8,408,000 of cash used in investing activities.  Cash provided by
financing  activities  consisted of proceeds  from the  refinancing  of The Loft
Apartments  and  advances  from  affiliates  partially  offset by  repayment  of
mortgage notes payable, principal payments made on the mortgages encumbering the
Partnership's  properties,   repayments  of  advances  from  affiliates,   lease
commissions  paid  and  the  payment  of loan  costs.  Cash  used  in  investing
activities consisted of property improvements and replacements  partially offset
by net receipts  from  restricted  escrow  accounts  maintained  by the mortgage
lenders and insurance  proceeds  received.  The Partnership  invests its working
capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The General Partner monitors
developments in the area of legal and regulatory  compliance.  For example,  the
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance.  The Partnership  regularly evaluates the capital improvements needs
of  all  its  properties  for  the  upcoming  year.   Certain   routine  capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the physical condition of the properties as well as replacement  reserves and
anticipated cash flow generated by the properties.  In addition, the Partnership
has material  commitments  to complete  rehabilitation  projects at The Sterling
Apartment Homes and The Knolls Apartments. The budget for these two projects for
2005 is approximately $10,566,000.  It is anticipated that a substantial portion
of the costs  associated  with the  rehabilitation  projects will be funded from
advances from affiliates of the General Partner. Other capital expenditures will
be incurred only if cash is available from operations and Partnership  reserves.
To the  extent  that  capital  improvements  are  completed,  the  Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

<PAGE>

The Loft Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately $412,000 of capital improvements at The Loft Apartments consisting
primarily  of  floor  covering   replacements,   insulation  upgrades,   asphalt
replacement,  plumbing upgrades,  roof replacement and interior lighting.  These
improvements  were funded from operating cash flow and advances from the General
Partner.  The Partnership  regularly  evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

The Sterling Apartment Homes and Commerce Center

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately $1,023,000 of capital improvements at The Sterling Apartment Homes
and Commerce Center arising from the  redevelopment of the property.  Additional
capital  improvements of  approximately  $195,000 were completed during the nine
months  ended  September  30,  2005  consisting   primarily  of  floor  covering
replacements,  air conditioning  upgrades,  tenant improvements,  and structural
improvements.  These improvements were funded from operating cash flow, advances
from the General Partner and replacement  reserves.  The redevelopment  project,
which began in 2004 is scheduled to be completed during 2007. The project budget
is approximately  $24,201,000.  Approximately  $2,272,000 of redevelopment costs
were incurred in 2004 and  approximately  $4,329,000  are budgeted for 2005. The
Partnership plans to fund these  redevelopment  expenditures from operating cash
flow, partnership reserves and advances from the General Partner.  Approximately
$300,000 was advanced during the nine months ended September 30, 2005 to pay for
redevelopment  project  costs  at  this  property.   The  Partnership  regularly
evaluates the capital improvement needs of the property. Certain routine capital
expenditures  are  anticipated  during  2005.  Additional  improvements  may  be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The Knolls Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $3,767,000  of  capital  improvements  at The  Knolls  Apartments
arising from the  redevelopment  of the  property,  which  includes  capitalized
construction  period interest of  approximately  $304,000,  real estate taxes of
approximately  $11,000 and other  construction  period expenses of approximately
$19,000. Additional capital improvements of approximately $75,000 were completed
during the nine months ended September 30, 2005 consisting primarily of interior
and  exterior  building  improvements.   These  improvements  were  funded  from
operating cash flow, advances from the General Partner and capital reserves. The
redevelopment  project,  which began in 2004 is scheduled to be completed during
2005. The project budget is approximately  $8,341,000.  Approximately $2,104,000
of redevelopment  costs were incurred in 2004 and  approximately  $6,237,000 are
budgeted  for  2005.  The   Partnership   plans  to  fund  these   redevelopment
expenditures  from operating cash flow,  partnership  reserves and advances from
the General  Partner.  Approximately  $3,340,000  was  advanced  during the nine
months ended  September 30, 2005 to pay for  redevelopment  project  costs.  The
Partnership  regularly  evaluates the capital improvement needs of the property.
Certain routine capital  expenditures  are anticipated  during 2005.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Indian Creek Village Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $1,126,000  of  capital  improvements  at  Indian  Creek  Village
Apartments  consisting  primarily of floor covering and appliance  replacements,
roof replacement,  wood siding and other wood replacement,  termite  prevention,
exterior painting and reconstruction of damages to the property caused by a fire
in 2004. These improvements were funded from operating cash flow,  advances from
the General Partner and insurance proceeds.  The Partnership regularly evaluates
the capital  improvement  needs of the property.  While the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

Plantation Gardens Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $450,000 of capital improvements at Plantation Gardens Apartments
consisting  primarily of floor covering and appliance  replacements,  structural
improvements,  roof replacement,  wood replacement and exterior painting.  These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Palm Lake Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately   $339,000  of  capital   improvements  at  Palm  Lake  Apartments
consisting primarily of floor covering replacements, roof replacement,  exterior
painting and wood  replacement.  These  improvements  were funded from operating
cash flow and  advances  from the General  Partner.  The  Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

The Dunes Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately   $126,000  of  capital   improvements  at  The  Dunes  Apartments
consisting  primarily  of floor  covering  replacements,  swimming  pool decking
replacement,  air  conditioning  unit  replacements,  furniture and fixtures and
reconstruction  of damages to the  property  caused by Hurricane  Jeanne.  These
improvements  were funded from operating cash flow.  The  Partnership  regularly
evaluates the capital  improvement needs of the property.  While the Partnership
has no material commitments for property improvements and replacements,  certain
routine  capital   expenditures  are  anticipated   during  2005.  Such  capital
expenditures  will depend on the  physical  condition of the property as well as
anticipated cash flow generated by the property.

Regency Oaks Apartments

During the nine months ended  September  30,  2005,  the  Partnership  completed
approximately  $433,000  of  capital  improvements  at Regency  Oaks  Apartments
consisting  primarily of floor  covering,  air  conditioning  unit and appliance
replacements,  roof replacement, major landscaping,  structural improvements and
reconstruction of damages to the property caused by Hurricanes Charlie,  Frances
and Jeanne. These improvements were funded from operating cash flow and advances
from the  General  Partner.  The  Partnership  regularly  evaluates  the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

<PAGE>

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

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$64,945,000  requires  monthly  payments of  principal  and interest and balloon
payments of approximately  $19,975,000,  $31,040,000 and $4,076,000 during 2008,
2010, and 2012, respectively. The General Partner will attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2005 and 2004 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                    Nine Months        Per Limited       Nine Months       Per Limited
                Ended September 30,    Partnership   Ended September 30,   Partnership
                       2005               Unit               2004              Unit

<S>                   <C>                <C>                <C>                <C>
Operations            $   --             $   --             $   39             $ 0.20
Sale  (1)                 --                 --              4,093              20.56
Total                 $   --             $   --             $4,132             $20.76
</TABLE>

(1)   From  the sale of  Silverado  Apartments  in March  2004 and the sale of
      Tates Creek Village in June 2004.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations, the timing of debt maturities,  refinancings, and/or property sales.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Given the balance of outstanding loans to the General Partner,  it is not
expected that the Partnership  will generate  sufficient  funds from operations,
after planned capital improvement  expenditures,  to permit any distributions to
its partners during 2005 or for the foreseeable future.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 146,260.10 limited partnership units
(the "Units") in the Partnership representing 73.48% of the outstanding Units at
September  30,  2005. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety of matters  that would  include,  but are not
limited to, voting on certain amendments to the Partnership Agreement and voting
to remove the General  Partner.  As a result of its  ownership  of 73.48% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

<PAGE>

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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

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

<PAGE>

ITEM 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on interest  rates at September 30, 2005, a 100 point increase or decrease
in market interest rates would not have a material impact on the Partnership.

The following table summarizes the  Partnership's  debt obligations at September
30, 2005.  The interest rates  represent the  weighted-average  rates.  The fair
value of the debt  obligations  approximated  the recorded value as of September
30, 2005.

                         Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                            Long-term        Average Interest
                               Debt             Rate 7.25%
                                              (in thousands)

                               2005            $    385
                               2006               1,814
                               2007               1,956
                               2008              21,971
                               2009               1,829
                            Thereafter           35,535
                              Total            $ 63,490

ITEM 4.     Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

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

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     Legal Proceedings

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

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes  action and the Heller  action.  On June 13, 2003,  the
court granted final approval of the settlement and entered  judgment in both the
Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an
appeal (the "Appeal")  seeking to vacate and/or reverse the order  approving the
settlement and entering judgment  thereto.  On May 4, 2004, the Objector filed a
second appeal  challenging  the court's use of a referee and its order requiring
Objector to pay those fees.

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

On August 18, 2005,  Objector and his counsel filed a motion to  disqualify  the
trial court based on a peremptory challenge and filed a motion to disqualify for
cause on October 17, 2005. On or about October 13, 2005 Objector  filed a motion
to  intervene  and on or about  October  19,  2005  filed  both a motion to take
discovery  relating to the adequacy of plaintiffs as derivative  representatives
and a motion to dissolve the anti-suit injunction in connection with settlement.
On October 27, 2005, the Court denied Objector's peremptory challenge and struck
Objector's motion to disqualify for cause. No hearing has been set on Objector's
remaining motions. On November 3, 2005, Objector and his counsel filed a writ of
mandate to the Court of Appeals challenging the court's October 27, 2005 order.

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

AIMCO Properties L.P. and NHP Management Company, both affiliates of the General
Partner,  are defendants in a lawsuit alleging that they willfully  violated the
Fair Labor Standards Act ("FLSA") by failing to pay maintenance workers overtime
for all hours worked in excess of forty per week.  The  complaint,  filed in the
United States  District Court for the District of Columbia,  attempts to bring a
collective  action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend  that  AIMCO  Properties  L.P.  and NHP  Management  Company  failed  to
compensate maintenance workers for time that they were required to be "on-call".
Additionally,  the complaint  alleges AIMCO  Properties  L.P. and NHP Management
Company failed to comply with the FLSA in compensating  maintenance  workers for
time  that they  worked in excess of 40 hours in a week.  In June 2005 the Court
conditionally  certified the collective  action on both the on-call and overtime
issues,  which allows the plaintiffs to provide notice of the collective  action
to all non-exempt  maintenance  workers from August 7, 2000 through the present.
Those  employees will have the  opportunity to opt-in to the collective  action,
and AIMCO Properties,  L.P. and NHP Management Company will have the opportunity
to move to decertify the collective action. Because the court denied plaintiffs'
motion to certify state subclasses,  on September 26, 2005, the plaintiffs filed
a class action with the same  allegations  in the Superior  Court of  California
(Contra  Costa  County).  Although the outcome of any  litigation  is uncertain,
AIMCO  Properties,  L.P. does not believe that the ultimate  outcome will have a
material  adverse effect on its consolidated  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

ITEM 5.     Other Information

            None.

ITEM 6.     Exhibits

            See Exhibit Index Attached.


<PAGE>



                                   SIGNATURES



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


                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


                                 By:      CONCAP EQUITIES, INC.
                                          General Partner

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


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


                                    Date:  November 14, 2005


<PAGE>



                                  EXHIBIT INDEX


S-K Reference
Number            Description


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      10.38       Deed of Trust,  Assignment  of Leases  and Rents and  Security
                  Agreement  dated  August 31, 2005  between  CCIP Loft,  LLC, a
                  Delaware limited liability company and New York Life Insurance
                  Company, filed as exhibit 10.38, to the Current Report on Form
                  8-K  filed on  September  7, 2005 and  incorporated  herein by
                  reference.**

      10.39       Promissory  Note dated August 31, 2005 between CCIP Loft, LLC,
                  a  Delaware  limited  liability  company  and  New  York  Life
                  Insurance  Company,  filed as  exhibit  10.39  to the  Current
                  Report on Form 8-K filed on September 7, 2005 and incorporated
                  herein by reference.**

      10.40       Guaranty dated August 31, 2005 between AIMCO Properties, L.P.,
                  for the benefit of New York Life Insurance  Company,  filed as
                  exhibit  10.40 to the  Current  Report  on Form  8-K  filed on
                  September 7, 2005 and incorporated herein by reference.**

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

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

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

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

                  **Schedules  and  supplemental  materials to the exhibits have
                  been  omitted  but  will be  provided  to the  Securities  and
                  Exchange Commission upon request.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this quarterly report on Form 10-Q of Consolidated Capital
      Institutional Properties;

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

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

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

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

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

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

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

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


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


Date: November 14, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this quarterly report on Form 10-Q of Consolidated Capital
      Institutional Properties;

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

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

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

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

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

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

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

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

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

Date: November 14, 2005

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


<PAGE>




Exhibit 32.1


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



In connection  with the Quarterly  Report on Form 10-Q of  Consolidated  Capital
Institutional  Properties (the  "Partnership"),  for the quarterly  period ended
September 30, 2005 as filed with the Securities  and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive  officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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

                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 14, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 14, 2005


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