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

                                   Form 10-Q/A

(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, 2002


[ ] 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
                           (Issuer's telephone number)


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

The issuer  recently  discovered  that it had  inadvertently  omitted  conformed
signatures on certain  certifications  included in its 10-Q filing made November
19, 2002.  Original  signatures were complete and on file with the issuer at the
time the 10-Q filing was made in  November;  however,  due to a clerical  error,
conformed  signatures were not included in the electronic filing. This amendment
is being filed solely to correct this inadvertent clerical error.

                         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,
                                                               2002          2001
                                                           (Unaudited)      (Note)
Assets
<S>                                                          <C>             <C>
   Cash and cash equivalents                                 $ 1,560         $ 922
   Receivables and deposits                                       507           488
   Investments in affiliated partnerships                         899            --
   Restricted escrows                                             981           392
   Other assets                                                   830           604
   Investment in Master Loan to affiliate                      16,044        26,430
   Investment properties                                       81,771        43,222
      Less:  Accumulated depreciation                         (18,223)      (15,969)
                                                               63,548        27,253
                                                             $ 84,369      $ 56,089
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                            $ 93          $ 126
   Tenant security deposit liabilities                            711           566
   Accrued property taxes                                         351            --
   Other liabilities                                            1,284           603
   Mortgage notes payable                                      52,935        26,457
                                                               55,374        27,752
Partners' Capital
   General partner                                                135            123
   Limited partners (199,045.2 units issued and
      outstanding)                                             28,860        28,214
                                                               28,995        28,337
                                                             $ 84,369      $ 56,089


Note: The balance  sheet at December  31, 2001 has been derived from the audited
      consolidated  financial  statements at that date, but does not include all
      the information and footnotes required by accounting  principles generally
      accepted in the United States for complete financial statements.


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                   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,
                                             2002        2001        2002        2001

<S>                                         <C>         <C>         <C>         <C>
Rental income                               $ 3,585     $ 2,842     $ 8,972     $ 8,444
Interest income on investment in
  Master Loan to affiliate                       --         576         386       3,280
Reduction of provision for impairment
  loss                                           --          --          --       3,176
Other income                                    298         202         703         705
        Total revenues                        3,883       3,620      10,061      15,605

Operating                                     1,345       1,186       3,717       3,798
General and administrative                      296         149         685         692
Depreciation                                    768         714       2,254       2,264
Interest                                        633         475       1,567       1,422
Property taxes                                  265         201         681         620
        Total expenses                        3,307       2,725       8,904       8,796

Income before gain on foreclosure of
 real estate                                    576         895       1,157       6,809

Gain on foreclosure of real estate            1,831          --       1,831          --

Net income                                  $ 2,407     $   895     $ 2,988     $ 6,809

Net income allocated to general
  partner (1%)                              $    24     $     9     $    30     $    68
Net income allocated to limited
  partners (99%)                              2,383         886       2,958       6,741

Net income                                  $ 2,407     $   895     $ 2,988     $ 6,809

Net income per limited partnership
  unit                                      $ 11.97     $  4.45     $ 14.86     $ 33.87

Distributions per limited
  partnership unit                          $  4.70     $ 18.65     $ 11.61     $ 74.20


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



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


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners      Total

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

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

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

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

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

Partners' capital at
   December 31, 2001                 199,045.2      $   123      $ 28,214    $ 28,337

Distributions to partners                   --          (18)       (2,312)     (2,330)

Net income for the nine months
   ended September 30, 2002                 --           30         2,958       2,988

Partners' capital at
   September 30, 2002                199,045.2      $   135      $ 28,860    $ 28,995


            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,
                                                                  2002         2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net income                                                    $ 2,988      $ 6,809
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Gain on foreclosure of real estate                           (1,831)         --
     Depreciation and amortization                                 2,315       2,360
     Reduction of provision for impairment loss                       --      (3,176)
     Change in accounts:
      Receivables and deposits                                      (246)        679
      Other assets                                                  (274)       (198)
      Accounts payable                                               (33)        (83)
      Tenant security deposit liabilities                             17         (55)
      Accrued property taxes                                         113          68
      Other liabilities                                              469        (120)
      Net cash provided by operating activities                    3,518       6,284

Cash flows from investing activities:
  Net (deposits to) receipts from restricted escrows                 (72)        130
  Property improvements and replacements                            (276)       (173)
  Principal receipts on Master Loan to affiliate                      88       7,780
  Distributions from affiliated partnerships                          19          --
      Net cash (used in) provided by investing activities           (241)      7,737

Cash flows from financing activities:
  Distributions to partners                                       (2,330)    (14,829)
  Payments on mortgage notes payable                                (309)       (221)
      Net cash used in financing activities                       (2,639)    (15,050)

Net increase (decrease) in cash and cash equivalents                 638      (1,029)
Cash and cash equivalents at beginning of period                     922       2,036
Cash and cash equivalents at end of period                      $ 1,560      $ 1,007

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 1,525      $ 1,377

Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
  accounts payable                                                $ --        $ 62


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


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


SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Foreclosure

During the nine months ended September 30, 2002,  Silverado,  The Knolls, Indian
Creek Village,  and Tates Creek Village  Apartments  were foreclosed upon by the
Partnership.  In connection  with the  acquisition of these  properties  through
foreclosure,  the following accounts were adjusted by the non-cash amounts noted
below:


                                                            2002

                  Receivables and deposits               $    (66)
                  Investment in Master Loan
                    to affiliates                          10,591
                  Restricted escrows                         (517)
                  Other assets                                (13)
                  Investment properties                   (38,273)
                  Investments in affiliated
                    partnerships                             (918)
                  Tenant security deposit
                     liabilities                              128
                  Accrued property taxes                      238
                  Other liabilities                           212
                  Mortgage notes payable                   26,787
                  Gain on foreclosure of
                    real estate                          $ (1,831)


            See Accompanying Notes to Consolidated Financial Statements


<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 a subsidiary of 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 nine month period
ended September 30, 2002 are not necessarily  indicative of the results that may
be  expected  for  the  fiscal  year  ending  December  31,  2002.  For  further
information,  refer  to the  consolidated  financial  statements  and  footnotes
thereto included in the Partnership's  Annual Report on Form 10-K for the fiscal
year ended December 31, 2001.

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

Reclassifications:   Certain  reclassifications  have  been  made  to  the  2001
information to conform to the 2002 presentation.

Note B - Net Investment in Master Loan and Gain on Foreclosure of Real Estate

The Partnership was formed for the benefit of its limited partners to lend funds
to  Consolidated   Capital  Equity  Partners  ("CCEP"),   a  California  general
partnership. The general partner of CCEP is an affiliate of the General Partner.
The  Partnership  loaned  funds to CCEP  subject  to a  nonrecourse  note with a
participation interest (the "Master Loan"). The loans were made to, and the real
properties  that secure the Master  Loan were  purchased  and owned by CCEP.  At
September 30, 2002, the recorded  investment in the Master Loan is considered to
be impaired  under SFAS 114  "Accounting by Creditors for Impairment of a Loan".
The Partnership measures the impairment of the loan based upon the fair value of
the  collateral,  as repayment of the loan is expected to be provided  solely by
the  collateral.  For the nine months  ended  September  30, 2002 and 2001,  the
Partnership recorded  approximately  $386,000 and $3,280,000,  respectively,  of
interest income based upon "Excess Cash Flow" generated (as defined in the terms
of the New Master Loan Agreement).

The fair value of all of the  collateral  properties  which on a combined  basis
secure  the  Master  Loan,  was  determined  by  obtaining  an  appraisal  by an
independent  third  party or by using  the net  operating  income  of all of the
collateral  properties  capitalized at a rate deemed  reasonable for the type of
property adjusted for market conditions, the physical condition of each property
and  other  factors  less the  value of the first  mortgage  loans  held on each
property which are superior to the Master Loan. This methodology has not changed
from  that  used in prior  calculations  performed  by the  General  Partner  in
determining  the  fair  value  of the  collateral  properties.  The  approximate
$3,176,000  reduction in the provision for impairment loss recognized during the
nine months ended  September  30, 2001 is  attributed  to an increase in the net
realizable value of the collateral properties and to the payment of principal of
the Master Loan from the sales proceeds of Magnolia Trace in January 2001. There
was no change in the provision for impairment  loss during the nine months ended
September 30, 2002. The General Partner  evaluates the net realizable value on a
semi-annual basis or as circumstance dictate that it should be analyzed.

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 collateralize the Master Loan or extending the terms of the
loan.  The General  Partner  has decided to  foreclose  on the  properties  that
collateralize  the  Master  Loan.  The  General  Partner  began the  process  of
foreclosure or executing  deeds in lieu of foreclosure  during the third quarter
of 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.
The  foreclosure  process  on the  remaining  five  properties  held  by CCEP is
ongoing. As the deeds were executed, title in the properties previously owned by
CCEP were transferred to the Partnership,  subject to the existing liens on such
properties,  including the first mortgage  loans.  As a result,  the Partnership
assumed responsibility for the operations of such properties.

The following table sets forth the Partnership's  non-cash activities during the
nine  months  ended  September  30,  2002 with  respect  to the  foreclosure  of
Silverado, The Knolls, Indian Creek Village and Tates Creek Village Apartments:

             Investment properties (a)                        $ 38,273
             Investments in affiliated partnerships (b)            918
             Mortgage notes payable (c)                        (26,787)
             Master loan, net of allowance (d)                 (10,591)
             Other assets received, net of
               other liabilities assumed                            18

             Gain on foreclosure                              $ 1,831

(a)   Amount  represents  the estimated fair value of the  properties.  The fair
      value was  determined  by  appraisals  obtained in September  2000 from an
      independent  third party which have been updated by  management  using the
      net operating income of all of the collateral properties  capitalized at a
      rate deemed reasonable for the type of property and adjusted by management
      for current  market  conditions,  physical  condition  of each  respective
      property, and other factors.

(b)   See "Note D".

(c)   Amount  represents  the present  value on the  mortgages  encumbering  the
      investment properties acquired discounted at a rate currently available to
      the Partnership.

(d)   Amount  represents the amount of the Master Loan  associated with the four
      properties acquired.


<PAGE>



Note B - Net Investment in Master Loan (continued)

Proforma  results of  operations  assuming the  foreclosure  of  Silverado,  The
Knolls,  Indian Creek Village,  and Tates Creek Village  Apartments  occurred at
January 1, 2001 are as follows (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     Three Months Ended September 30,  Nine Months Ended September 30,
                          2002             2001             2002             2001

<S>                    <C>               <C>               <C>             <C>
Revenues               $ 4,700           $ 4,987           $14,108         $18,025
Net income                 357               744               865           4,221

Net income per
  limited
  partnership
  unit                 $  1.78           $  3.74           $  4.30        $ 21.21
</TABLE>

The  principal  balance  of the  Master  Loan  due to  the  Partnership  totaled
approximately $16,044,000 at September 30, 2002. This amount represents the fair
market value of the remaining  properties.  Interest,  calculated on the accrual
basis,  due  to the  Partnership  pursuant  to the  terms  of  the  Master  Loan
Agreement,  but not recognized in the consolidated  statements of operations due
to the impairment of the loan, totaled approximately $31,601,000 and $31,603,000
for the nine months ended  September 30, 2002 and 2001,  respectively.  Interest
income is recognized on the cash basis as required by SFAS 114. At September 30,
2002 and  December 31,  2001,  such  cumulative  unrecognized  interest  totaled
approximately $207,173,000 and $355,127,000,  respectively, and was not included
in the balance of the  investment in Master Loan.  The  cumulative  unrecognized
interest on the Master Loan was forgiven by the  Partnership  for the properties
which were foreclosed on during the third quarter of 2002.

During the nine  months  ended  September  30,  2002 and 2001,  the  Partnership
received  approximately  $88,000 and  $7,780,000,  in principal  payments on the
Master Loan.  Approximately  $88,000 and  $336,000 was received  during the nine
months ended September 30, 2002 and 2001  representing  cash received on certain
investments  held  by  CCEP,  which  are  required  to  be  transferred  to  the
Partnership per the Master Loan Agreement.  In addition,  during the nine months
ended September 30, 2001, approximately $6,019,000 was received representing net
proceeds  from the sale of  Magnolia  Trace  and  approximately  $1,425,000  was
received representing  additional proceeds from the refinancing of the mortgages
encumbering nine of the investment properties in 2000.

Note C - Related Party Transactions

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

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Registrant's properties for providing property management services. The
Registrant paid to such affiliates  approximately  $468,000 and $459,000 for the
nine months ended September 30, 2002 and 2001,  respectively,  which is included
in operating expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $337,000 and $364,000 for the
nine months ended September 30, 2002 and 2001,  respectively,  which is included
in general and administrative expenses.

Beginning in 2001, the  Partnership  began insuring 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 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately $98,000 and $60,000, respectively, for insurance coverage and fees
associated with policy claims administration.

Note D - Investment in Affiliated Partnerships

The Partnership  assumed  investments in the following  affiliated  partnerships
during the nine months ended September 30, 2002.

<TABLE>
<CAPTION>

                                                                        Estimated
                                                      Ownership       Net Realizable
Partnership                    Type of Ownership      Percentage          Value

Consolidated Capital            Non-controlling
<S>                                                     <C>                <C>
  Growth Fund                    General Partner        0.40%              $ 47
Consolidated Capital            Non-controlling
  Properties III                 General Partner        1.85%                 27
Consolidated Capital            Non-controlling
  Properties IV                  General Partner        1.85%                825
</TABLE>
                                                                           $ 899

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.   Subsequent  to  the  foreclosure,   the  Partnership   received  a
distribution of approximately $19,000 from one of the affiliated partnerships.

Note E - 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 properties.  The Partnership's  residential property segment consists
of five apartment complexes located in North Carolina, Texas, Colorado,  Kansas,
and Kentucky,  and one multiple-use  facility  consisting of apartment units and
commercial space located in Pennsylvania.  The Partnership rents apartment units
to tenants for terms that are typically  twelve months or less.  The  commercial
property  leases  space to various  medical  offices,  various  career  services
facilities and a credit union at terms ranging from two months to fifteen years.

Measurement of segment profit or loss:

The   Partnership   evaluates   performance   based  on  segment  profit  before
depreciation. The accounting policies of the reportable segments are the same as
those  described in the  Partnership's  Annual  Report on Form 10-K for the year
ended December 31, 2001.

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

The  Partnership's  reportable  segments are  investment  properties  that offer
different  products  and  services.  The  reportable  segments  are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.

Segment  information  for the three and nine months ended September 30, 2002 and
2001 is shown in the tables below (in  thousands).  The "Other" column  includes
Partnership administration related items and income and expense not allocated to
the reportable segments.
<TABLE>
<CAPTION>

     For the three months ended
         September 30, 2002            Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 3,307       $ 278       $ --     $ 3,585
Other income                                 264           31          3        298
Interest expense                             576           57         --        633
Depreciation                                 722           46         --        768
General and administrative expense            --           --        296        296
Gain on foreclosure of real estate            --           --      1,831      1,831
Segment profit                               948          (79)     1,538      2,407
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2002            Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 8,148       $ 824       $ --     $ 8,972
Other income                                 612           86          5        703
Interest income on investment
   in Master Loan                             --           --        386        386
Interest expense                           1,396          171         --      1,567
Depreciation                               2,121          133         --      2,254
General and administrative expense            --           --        685        685
Gain on foreclosure of real estate            --           --      1,831      1,831
Segment profit                             1,713         (262)     1,537      2,988
Total assets                              65,451        1,078     17,840     84,369
Capital expenditures                         257           19         --        276
</TABLE>

<TABLE>
<CAPTION>

     For the three months ended
         September 30, 2001            Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 2,462       $ 380       $ --     $ 2,842
Other income                                 132           66          4        202
Interest income on investment
  in Master Loan                              --           --        576        576
Interest expense                             417           58         --        475
Depreciation                                 692           22         --        714
General and administrative expense            --           --        149        149
Segment profit                               390           74        431        895
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2001            Residential  Commercial    Other      Totals
<S>                                      <C>          <C>          <C>      <C>
Rental income                            $ 7,277      $ 1,167      $ --     $ 8,444
Other income                                 471          226          8        705
Interest income on investment
   in Master Loan                             --           --      3,280      3,280
Reduction of provision for
  impairment loss                             --           --      3,176      3,176
Interest expense                           1,249          173         --      1,422
Depreciation                               2,195           69         --      2,264
General and administrative expense            --           --        692        692
Segment profit                               827          210      5,772      6,809
Total assets                              28,744        1,540     26,730     57,014
Capital expenditures                         209           26         --        235
</TABLE>

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further  briefing,  as order by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the  parties  can have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint. The parties are currently in the midst of briefing that appeal.

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

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

<PAGE>

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

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for forward-looking  statements in certain circumstances.  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. The discussions of the Registrant's business and results
of operations,  including forward-looking statements pertaining to such matters,
do not take into account the effects of any changes to the Registrant's business
and  results of  operations.  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; 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 six 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, 2002 and 2001:

                                                   Average Occupancy
      Property                                      2002       2001

      The Loft Apartments                           92%        92%
        Raleigh, North Carolina
      The Sterling Apartment Homes (1)              91%        94%
      The Sterling Commerce Center (1)              55%        89%
        Philadelphia, Pennsylvania
      Silverado Apartments (2)                      96%        93%
         El Paso, Texas
      The Knolls Apartments (2)                     92%        96%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (2)           93%        94%
         Overland Park, Kansas
      Tates Creek Village Apartments (2)            96%        94%
         Lexington, Kentucky

(1)   The Sterling  Apartments  Homes and Commerce Center ("The  Sterling") is a
      multiple-use   facility  which  consists  of  an  apartment   complex  and
      commercial space.

(2)   The Partnership  acquired these investment  properties through foreclosure
      during the third quarter of 2002 (see discussion below).

The  decrease  in  occupancy  at  The  Sterling  Apartment  Homes  is due to the
competitive  market of the  apartment  industry in the  Philadelphia  area.  The
decrease in occupancy at The  Sterling  Commerce  Center is due to the loss of a
major tenant in December 2001. The  Partnership is actively  seeking a tenant to
lease  the space  formerly  occupied  by this  major  tenant.  The  decrease  in
occupancy at The Knolls is due to tight market  conditions in Colorado  Springs,
Colorado.

<PAGE>

Results of Operations

The  Partnership's  net income for the nine months ended  September 30, 2002 was
approximately  $2,988,000 compared to net income of approximately $6,809,000 for
the  corresponding  period  in 2001.  The  Partnership  recorded  net  income of
approximately  $2,407,000 for the three months ended September 30, 2002 compared
to net income of approximately  $895,000 for the  corresponding  period in 2001.
The  decrease  in net income for the nine  months  ended  September  30, 2002 as
compared to the nine months ended  September  30, 2001 is  primarily  due to the
$3,176,000  reduction of the provision for impairment  loss on the investment in
the Master Loan  recognized  during the nine months ended  September 30, 2001, a
decrease of approximately $2,894,000 in interest payments received and therefore
recognized  on the Master  Loan,  and an  increase in total  expenses  partially
offset by a gain on foreclosure  of real estate of $1,831,000.  The reduction of
the provision for  impairment  loss on the Master Loan was  recognized due to an
increase  in the net  realizable  value  of the  collateral  properties  and the
payment of  principal  on the Master  Loan from the sales  proceeds  of Magnolia
Trace  during the nine months ended  September  30,  2001.  The General  Partner
evaluates the net realizable value on a semi-annual basis or when  circumstances
dictate that it should be analyzed. Interest income on investment in Master Loan
is only  recognized  to the extent that actual cash is received.  The receipt of
cash is dependent on the corresponding  cash flow of the properties which secure
the  Master  Loan.  The  gain  on  foreclosure  of  real  estate  was due to the
foreclosure of four properties  (Silverado  Apartments,  The Knolls  Apartments,
Indian Creek Apartments,  and Tates Creek Village  Apartments).  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
collateralize  the Master Loan or extending  the terms of the loan.  The General
Partner  decided to foreclose on the properties  that  collateralize  the Master
Loan. The General Partner began the process of foreclosure or executing deeds in
lieu of  foreclosure  during the third quarter of 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. The foreclosure process on
the  remaining  five  properties  held by CCEP is  ongoing.  As the  deeds  were
executed,  title in the properties  previously owned by CCEP were transferred to
the Partnership, subject to the existing liens on such properties, including the
first mortgage loans. As a result,  the Partnership  assumed  responsibility for
the operations of such properties.

Excluding the items related to the Master Loan,  and the gain on  foreclosure of
real estate,  the  Partnership's  net income for the nine months ended September
30, 2002 and 2001 was approximately $771,000 and $353,000, respectively. For the
three months ended  September 30, 2002 and 2001, the  Partnership had net income
of approximately $576,000 and $319,000, respectively. The increase in income for
the three and nine month periods ended  September 30, 2002 is due to an increase
in total revenues which more than offset an increase in total expenses.

The increase in total  revenues for the nine months ended  September 30, 2002 is
due to increases in rental  income.  The increase in total revenue for the three
months ended September 30, 2002 is due to an increase in rental income and other
income.  The  increase  in  rental  income  is due to the  addition  of the four
foreclosed properties and increased rental rates at Sterling Apartment Homes and
Sterling  Commercial  Center  offset by a decrease in  occupancy at The Sterling
Commerce  Center and The  Sterling  Apartment  Homes and a  decrease  in average
rental rates at The Loft Apartments.  The increase in other income for the three
months ended September 30, 2002 is due to the foreclosure of the four properties
and an increase in utility reimbursements at The Sterling.

Total  expenses  increased for the three and nine month periods ended  September
30,  2002  due to the  foreclosure  of the  four  properties.  Exclusive  of the
foreclosure,  expenses  decreased  due to  decreases  in  operating  expense and
depreciation  expense.  For the three  months  ended  September  30,  2002 these
decreases  were  partially  offset by an increase in general and  administrative
expense. Operating expense decreased primarily due to a decrease in property and
maintenance  expenses.  Property expense decreased due to a decrease in salaries
and  related  benefits  and  utility  expenses  at The Loft  Apartments  and The
Sterling.  Depreciation  expense  decreased  due  to  capital  improvements  and
replacements becoming fully depreciated during the past year at The Sterling.

General and  administrative  expense  increased for the three month period ended
September 30, 2002 due to the timing of an increase in the payment of a business
privilege tax paid to the city of  Philadelphia  and an increase in the costs of
services  included  in the  management  reimbursements  to the  General  Partner
allowed  under  the  Partnership   Agreement.   Also  included  in  general  and
administrative  expenses for the three and nine months ended  September 30, 2002
and 2001 are costs associated with the quarterly and annual  communications with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership Agreement.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan,  the General  Partner  attempts to protect the  Partnership  from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At  September  30,  2002,  the  Partnership  had cash and  cash  equivalents  of
approximately  $1,560,000 compared to approximately  $1,007,000 at September 30,
2001. Cash and cash equivalents increased  approximately $638,000 since December
31,  2001  due  to  approximately  $3,518,000  of  cash  provided  by  operating
activities  partially  offset by  approximately  $2,639,000 and $241,000 of cash
used in financing and investing activities, respectively. Cash used in financing
activities consisted of distributions to partners and principal payments made on
the mortgages encumbering the Partnership's  properties.  Cash used in investing
activities  consisted of property  improvements and replacement and net deposits
to escrow  accounts  maintained  by the  mortgage  lenders  partially  offset by
principal  payments received on the Master Loan and distributions  received from
investments in affiliates.  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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  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,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Registrant's properties are detailed below.

The Loft

The Partnership budgeted  approximately $114,000 for capital improvements during
2002 consisting of floor covering  replacements,  water submetering and swimming
pool  improvements.  During  the nine  months  ended  September  30,  2002,  the
Partnership completed approximately $72,000 of capital improvements,  consisting
primarily of floor covering  replacements and swimming pool improvements.  These
improvements  were funded from  operating  cash flow and  replacement  reserves.
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.


<PAGE>



The Sterling

The  Partnership  budgeted  approximately  $1,697,000  for capital  improvements
during 2002 consisting  primarily of window replacement and, to a lesser extent,
appliance  and  floor  covering  replacements.  During  the  nine  months  ended
September 30, 2002, the Partnership completed  approximately $161,000 of capital
improvements consisting primarily of parking area resurfacing, office computers,
floor  covering   replacements  and  electrical  and  heating  upgrades.   These
improvements  were funded from  operating  cash flow and  replacement  reserves.
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.

Silverado Apartments

Approximately  $3,000 is  budgeted  for the fourth  quarter of 2002 for  capital
improvements  at Silverado  Apartments,  consisting  primarily of floor covering
replacements, appliance replacements, and plumbing improvements. The Partnership
completed  approximately  $4,000 of capital improvements at Silverado Apartments
as of September 30, 2002,  consisting  primarily of miscellaneous  fixed assets.
These improvements were funded from operating cash flow. 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

Approximately  $23,000 is  budgeted  for the fourth  quarter of 2002 for capital
improvements at The Knolls  Apartments,  consisting  primarily of floor covering
replacements,   and   structural   improvements.   The   Partnership   completed
approximately  $20,000 of capital  improvements  at The Knolls  Apartments as of
September 30, 2002,  consisting primarily of sewer upgrades and air conditioning
unit  replacements.  These  improvements  were funded from  operating cash flow.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Indian Creek Village Apartments

Approximately  $14,000 is  budgeted  for the fourth  quarter of 2002 for capital
improvements at Indian Creek Village Apartments,  consisting  primarily of floor
covering,  appliance,  and air conditioning unit  replacements.  The Partnership
completed  approximately  $7,000 of capital improvements at Indian Creek Village
Apartments  as of September  30, 2002,  consisting  primarily of floor  covering
replacements.  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.

Tates Creek Village Apartments

Approximately  $14,000 is  budgeted  for the fourth  quarter of 2002 for capital
improvements at Tates Creek Village  Apartments,  consisting  primarily of floor
covering  and  cabinets.  The  Partnership  completed  approximately  $12,000 of
capital improvements at Tates Creek Village Apartments as of September 30, 2002,
consisting  primarily of floor covering and air conditioning unit  replacements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserve and  anticipated  cash
flow generated by the property.

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

<PAGE>

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $52,935,000 requires monthly payments of principal
and interest and balloon payments of approximately  $3,903,000,  $19,975,000 and
$18,907,000 on December 1, 2005, October 1, 2008 and during 2010,  respectively.
The General Partner will attempt to refinance such indebtedness  and/or sell the
properties prior to such maturity dates. If the properties  cannot be refinanced
or sold for a sufficient amount, the Partnership may risk losing such properties
through foreclosure.

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                     Nine months          Per          Nine months          Per
                        Ended           Limited           Ended           Limited
                    September 30,     Partnership     September 30,     Partnership
                         2002             Unit             2001             Unit

<S>                    <C>              <C>              <C>               <C>
Operations             $1,856           $ 9.23           $ 6,003           $29.86
Surplus (1)               474             2.38             8,826            44.34
                       $2,330           $11.61           $14,829           $74.20
</TABLE>

(1)   Consists of receipt of principal and interest  payments on the Master Loan
      from operations of the collateral properties.

The Registrant's cash available for distribution is reviewed on a monthly basis.
Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings, and/or property sales. There can be no assurance that
the Partnership will generate  sufficient  funds from operations,  after planned
capital  improvement  expenditures,  to  permit  further  distributions  to  its
partners during the remainder of 2002 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 129,581 limited  partnership  units
(the "Units") in the Partnership representing 65.10% of the outstanding Units at
September  30,  2002. 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 of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner.  As a result of its ownership of 65.10% of
the outstanding  Units,  AIMCO is in a position to control all voting  decisions
with  respect to the  Registrant.  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 managing  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,  and the investment properties foreclosed upon in the third
quarter of 2002 are recorded at fair market  value.  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  changes  in the
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 an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

CCEP Property Operations

CCIP has foreclosed on four of the properties  that  collaterize the Master Loan
(see "Results of Operations").  During the third quarter of 2002, CCIP began the
process of foreclosure or executing deeds in lieu of foreclosure.  During August
2002, the General  Partner  executed deeds in lieu of foreclosure on four of the
active  properties  of CCEP.  The  foreclosure  process  on the  remaining  five
properties  held by CCEP is ongoing.  As the deeds were  executed,  title in the
properties previously owned by CCEP were vested in CCIP, subject to the existing
liens on the properties  including the first mortgage loans. When CCEP no longer
has title to any properties, it will be dissolved.

As a result of the decision to  liquidate,  CCEP changed its basis of accounting
for its  financial  statements at March 31, 2002,  to the  liquidation  basis of
accounting.  Consequently,  assets have been valued at estimated net  realizable
value and liabilities are presented at their estimated  settlement amounts.  The
valuation of assets and  liabilities  necessarily  requires  many  estimates and
assumptions  and  there  are  substantial  uncertainties  in  carrying  out  the
liquidation.  The actual  realization  of assets and  settlement of  liabilities
could be higher or lower than amounts  indicated and is based upon  estimates of
the  General  Partner  of CCEP  as of the  date  of the  consolidated  financial
statements.

During the three months ended  September 30, 2002, the change in net liabilities
remained constant,  but was affected by an increase in cash and cash equivalents
due to the operating cash generated by the Partnership's  investment  properties
and decreases in  restricted  escrows,  investment  in affiliated  partnerships,
investment  properties,  mortgage  notes  payable and Master  Loan and  interest
payable due to the foreclosure of four of the investment properties held by CCEP
as discussed in "Results of Operations".

During  the  nine  months  ended   September  30,  2002  and  2001,   CCEP  paid
approximately  $88,000 and $7,780,000 in principal  payments on the Master Loan.
Approximately  $88,000 and $336,000  was  received  during the nine months ended
September 30, 2002 and 2001, respectively, representing cash received on certain
investments. These funds are required to be transferred to the Partnership under
the  terms of the  Master  Loan.  In  addition,  during  the nine  months  ended
September  30, 2001  approximately  $6,019,000  was  received  representing  net
proceeds  from the sale of  Magnolia  Trace  and  approximately  $1,425,000  was
received representing  additional proceeds from the refinancing of the mortgages
encumbering  nine of the investment  properties in 2000. These amounts were paid
from the sales  proceeds of one of CCEP's  investment  properties and on certain
investments by CCEP, which are required to be transferred to the Partnership per
the Master Loan Agreement.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

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

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as 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,  2002, a 100 basis point  increase or
decrease in market interest rates would impact the net income of the Partnership
by approximately $500,000.


<PAGE>



The following table summarizes the  Partnership's  debt obligations at September
30, 2002. The interest rate represent the weighted-average  rate. The fair value
of the debt  obligations  approximated  the recorded  value as of September  30,
2002.

                      Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                           Long-term Average Interest
                               Debt             Rate 7.29%
                                              (in thousands)
                               2002            $    249
                               2003               1,042
                               2004               1,118
                               2005               5,105
                               2006               1,210
                            Thereafter           44,211
                              Total            $ 52,935

ITEM 4.     CONTROLS AND PROCEDURES

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,  within 90 days of the
filing  date  of this  quarterly  report,  evaluated  the  effectiveness  of the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules  (13a-14(c)  and  (15d-14(c))  and have  determined  that such  disclosure
controls and procedures are adequate.  There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.


<PAGE>




                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further  briefing,  as order by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the  parties  can have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint. The parties are currently in the midst of briefing that appeal.

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


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a. Exhibits:

                  S-K Reference
                        Number            Description


                        EXHIBIT           3.1     Certificate     of     Limited
                                          Partnership,   as   amended   to  date
                                          (Exhibit 3 to the Registrant's  Annual
                                          Report on Form 10-K for the year ended
                                          December  31,  1991,  is  incorporated
                                          herein by reference).


                    EXHIBIT           3.2 Agreement of Limited  Partnership,
                                      incorporated   by   reference  to  the
                                      Registration    Statement    of    the
                                      Registrant  (File No.  2-72384)  filed
                                      April 23, 1981, as amended to date.

                    EXHIBIT           3.3 Fee  Owner's  Limited  Partnership
                                      Agreement   dated  November  14,  1990
                                      (incorporated by reference to the 1990
                                      Annual Report).

                    EXHIBIT 99        Certification of Chief Executive Officer
                                      and Chief Financial Officer

                    EXHIBIT 99.1      Consolidated   Capital  Equity   Partners,
                                      L.P.,  unaudited financial  statements for
                                      the nine months ended  September  30, 2002
                                      and 2001.

            b. Reports on Form 8-K during the quarter ended September 30, 2002:

                        Current  Report  on Form 8-K  dated  August  4, 2002 and
                        filed on August  23,  2002  disclosing  the  acquisition
                        through  execution  of deeds in lieu of  foreclosure  of
                        four  properties  owned by  Consolidated  Capital Equity
                        Properties.


<PAGE>



                                   SIGNATURES



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



                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES

                                 By:     CONCAP EQUITIES, INC.
                                         General Partner

                                 By:     /s/Patrick J. Foye
                                         Patrick J. Foye
                                         Executive Vice President

                                 By:     /s/Thomas C. Novosel
                                         Thomas C. Novosel
                                         Senior Vice President and
                                         Chief Accounting Officer

                              Date: January 9, 2003

<PAGE>

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


2. Based on my  knowledge,  this  quarterly  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 quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 13, 2002

                                /s/Patrick J. Foye
                                Patrick J. Foye
                                Executive  Vice  President  of ConCap  Equities,
                                Inc.,  equivalent of the chief executive officer
                                of the Partnership

<PAGE>

                                  CERTIFICATION

I, Paul J. McAuliffe, certify that:

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


2. Based on my  knowledge,  this  quarterly  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 quarterly
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  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 quarterly report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 quarterly report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      quarterly report (the "Evaluation Date"); and


      c)  Presented  in  this  quarterly   report  our  conclusions   about  the
      effectiveness  of the  disclosure  controls  and  procedures  based on our
      evaluation as of the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: November 13, 2002

                               /s/Paul J. McAuliffe
                               Paul J. McAuliffe
                               Executive  Vice  President  and Chief  Financial
                               Officer of ConCap Equities,  Inc., equivalent of
                               the chief financial officer of the Partnership


<PAGE>


Exhibit 99


                          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, 2002 as filed with the Securities  and Exchange  Commission on the
date hereof (the  "Report"),  Patrick J. Foye,  as the  equivalent  of the chief
executive officer of the Partnership,  and Paul J. McAuliffe,  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/Patrick J. Foye
                                    Name:  Patrick J. Foye
                                    Date:  November 13, 2002


                                           /s/Paul J. McAuliffe
                                    Name:  Paul J. McAuliffe
                                    Date:  November 13, 2002


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

<PAGE>

                                  EXHIBIT 99.1

                   CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.


                   UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                            FOR THE NINE MONTHS ENDED

                           September 30, 2002 and 2001

                            EXHIBIT 99.1 (Continued)

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
              CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                 (in thousands)

                               September 30, 2002



Assets
  Cash and cash equivalents                                      $ 1,628
  Receivables and deposits                                           258
  Other assets                                                       245
  Investment properties                                           44,000
                                                                  46,131
Liabilities
  Accounts payable                                                   120
  Tenant security deposit liabilities                                320
  Accrued property taxes                                             650
  Other liabilities                                                  457
  Mortgage notes payable                                          28,540
  Master Loan and interest payable                                16,044
                                                                  46,131

Net liabilities in liquidation                                     $ --

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>


                            EXHIBIT 99.1 (Continued)


b)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                           CONSOLIDATED BALANCE SHEET
                                 (in thousands)

                                                          December 31,
                                                              2001
                                     (Note)
Assets
   Cash and cash equivalents                               $  1,321
   Receivables and deposits                                     280
   Restricted escrows                                           615
   Other assets                                               1,514
   Investment properties:
      Land                                                    6,904
      Building and related personal property                 80,399
                                                             87,303
      Less accumulated depreciation                         (68,315)
                                                             18,988
                                                          $  22,718
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                       $     527
   Tenant security deposit liabilities                          440
   Accrued property taxes                                       256
   Other liabilities                                            564
   Mortgage notes                                            54,834
   Master loan and interest payable (Note C)                371,455
                                                            428,076
Partners' Deficit
   General partner                                           (4,054)
   Limited partners                                        (401,304)
                                                           (405,358)
                                                          $  22,718

Note: The balance  sheet at December  31, 2001 has been derived from the audited
      consolidated  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


<PAGE>





                            EXHIBIT 99.1 (Continued)
c)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                                 (in thousands)
<TABLE>
<CAPTION>

                                                       Three Months           Nine Months
                                                           Ended                 Ended
                                                 March 31,   September 30,   September 30,
                                                    2002          2001           2001
                                                               (restated)     (restated)
Revenues:
<S>                                              <C>          <C>            <C>
   Rental income                                 $  3,877     $  4,093       $ 12,417
   Other income                                       494          690          1,584
      Total revenues                                4,371        4,783         14,001
Expenses:
   Operating                                        1,839        2,174          5,929
   General and administrative                         228          216            609
   Depreciation                                       564          504          2,564
   Property taxes                                     307          333            928
   Interest                                        12,875       11,579         34,996
      Total expenses                               15,813       14,806         45,026

Loss from continuing operations                   (11,442)     (10,023)       (31,025)
Loss from discontinued operations                      --           --            (35)
Gain on sale of discontinued
   operations (Note D)                                 --           --          4,377

Net loss                                         $(11,442)    $(10,023)      $(26,683)

Net loss allocated to general partner (1%)       $   (114)    $   (100)      $   (267)
Net loss allocated to limited partners (99%)      (11,328)      (9,923)       (26,416)
                                                 $(11,442)    $(10,023)      $(26,683)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



d)


                            Exhibit 99.1 (continued)

        CONSOLIDATED statement of changes in net liabilities in liquidation
                                   (Unaudited)
                                 (in thousands)

                      Three Months Ended September 30, 2002


Net liabilities in liquidation at March 31, 2002                       $     --

Changes in net liabilities in liquidation attributed to:
   Increase in cash and cash equivalents                                    423
   Increase in receivables and deposits                                      34
   Decrease in restricted escrows                                          (625)
   Decrease in other assets                                                 (97)
   Decrease in investment in affiliated partnerships                     (1,371)
   Decrease in investment properties                                    (50,660)
   Decrease in accounts payable                                             194
   Decrease in tenant security deposit liabilities                          120
   Increase in accrued taxes                                               (280)
   Decrease in other liabilities                                            270
   Decrease in mortgage notes payable                                    25,971
   Decrease in Master Loan and interest payable                          26,021
Net liabilities in liquidation at September 30, 2002                   $     --



            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                            EXHIBIT 99.1 (Continued)
e)

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


                                      General        Limited
                                      Partners       Partners        Total

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

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

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

Partners' deficit
   at December 31, 2001              $ (4,054)      $(401,304)     $(405,358)

Net loss for the three months
   ended March 31, 2002                  (114)        (11,328)       (11,442)

Partners' deficit at
   March 31, 2002                    $ (4,168)      $(412,632)     $(416,800)

Adjustment to liquidation basis
   (Note E)                                                          416,800

Net liabilities in liquidation
  of March 31, 2002                                               $      --

            See Accompanying Notes to Consolidated Financial Statements


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

<TABLE>
<CAPTION>

                                                              Three Months  Nine Months
                                                                Ended         Ended
                                                               March 31,  September 30,
                                                                  2002         2001
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $(11,442)    $(26,683)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                                     604        2,724
   Gain on sale of discontinued operations                            --       (4,377)
   Change in accounts:
      Receivables and deposits                                        56          747
      Other assets                                                  (430)        (124)
      Accounts payable                                                36         (182)
      Tenant security deposit liabilities                             --          (24)
      Accrued property taxes                                         114          684
      Other liabilities                                              163          (15)
      Accrued interest on Master Loan                             11,769       28,323
       Net cash provided by operating activities                     870        1,073

Cash flows from investing activities:
  Property improvements and replacements                            (617)      (2,449)
  Proceeds from sale of investment property                           --        6,019
  Net deposits to restricted escrows                                 (10)         (74)

       Net cash (used in) provided by investing activities          (627)       3,496

Cash flows from financing activities:
  Principal payments on Master Loan                                   --       (7,780)
  Principal payments on notes payable                               (323)        (911)
  Loan costs paid                                                    (36)         (99)
       Net cash used in financing activities                        (359)      (8,790)

Net decrease in cash and cash equivalents                           (116)      (4,221)
Cash and cash equivalents at beginning of period                   1,321        5,894
Cash and cash equivalents at end of period                      $  1,205     $  1,673
Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  1,068     $  6,542
Supplemental disclosure of non-cash activity:
  Property improvements and replacements included in
   accounts payable                                             $     --     $    122

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

g)

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


Note A - Going Concern

On March 31, 2002, Consolidated Capital Equity Partners, L.P. ("the Partnership"
or  "CCEP")  adopted  the  liquidation  basis of  accounting  as a result of the
Partnership   receiving   notification  from  Consolidated   Capital  Investment
Partners,  L.P. ("CCIP"), the holder of the nonrecourse note ("Master Loan") and
a related  party,  of its intention to exercise its remedy under the Master Loan
agreement  and to foreclose or to execute a deed in lieu of  foreclosure  on the
investment  properties  held by the  Partnership.  The  Master  Loan  matured in
November 2000. The Partnership does not have the means to satisfy its obligation
under the Master  Loan.  No other  sources  of  additional  financing  have been
identified  by the  Partnership,  nor does ConCap  Holdings,  Inc. (the "General
Partner") have any other plans to remedy the liquidity  problems the Partnership
is  experiencing.  Upon completion of the foreclosures or execution of the deeds
in lieu of foreclosure,  the Partnership will cease to exist as a going concern,
and it will be dissolved.  The General Partner is ultimately  owned by Apartment
Investment  and  Management  Company  ("AIMCO"),  a publicly  traded real estate
investment trust.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of accounting  for its  consolidated  financial  statements at
March 31, 2002, to the  liquidation  basis of accounting.  Consequently,  assets
have been valued at estimated net realizable value and liabilities are presented
at their estimated settlement amounts, including estimated costs associated with
completing  the   liquidation   and  estimated   operations  of  the  investment
properties.  The valuation of assets and liabilities requires many estimates and
assumptions.  There are substantial uncertainties in completing the liquidation.
The actual  realization of assets and settlement of liabilities  could be higher
or lower than  amounts  indicated  and is based upon  estimates  of the  General
Partner as of the date of the consolidated financial statements.

Note B - Master Loan and Accrued Interest Payable

The  General  Partner  has been in  negotiations  with CCIP with  respect to its
options  which  include  CCIP  foreclosing  on  the  properties  in  CCEP  which
collateralize  the Master Loan or extending  the terms of the Master Loan.  CCIP
decided to foreclose on the properties  that  collaterize  the Master Loan. CCIP
began the process of  executing  deeds in lieu of  foreclosure  during the third
quarter of 2002 on all the  investment  properties  of the  Partnership.  During
August 2002 the General Partner executed deeds in lieu of foreclosure on four of
the active  properties of CCEP.  The  foreclosure  process on the remaining five
properties  held by CCEP is  ongoing.  As the deeds are  executed,  title in the
properties  previously owned by the Partnership were vested in CCIP,  subject to
the existing liens on the properties  including the first mortgage  loans.  As a
result,   during  the  nine  months  ended  September  30,  2002,  CCIP  assumed
responsibility  for the operations of such  properties.  When the Partnership no
longer has title to any properties, it will be dissolved.

Until the process of  foreclosure  or executing  deeds in lieu of foreclosure on
all the properties currently held by CCEP is completed,  interest will accrue on
the Master Loan at a fluctuating rate per annum, adjusted annually on July 15 by
the percentage change in the U.S. Department of Commerce Implicit Price Deflator
for the Gross  National  Product,  subject to an interest rate ceiling of 12.5%.
Payments  are  currently  payable  quarterly  in an amount equal to "Excess Cash
Flow",  generally  defined in the Master  Loan as net cash flow from  operations
after third-party debt service and capital expenditures.  Any unpaid interest is
added to principal,  and compounded annually.  Any net proceeds from the sale or
refinancing of any of CCEP's  properties are paid to CCIP under the terms of the
Master Loan Agreement.

During  the  nine  months  ended   September  30,  2002  and  2001,   CCEP  paid
approximately  $88,000 and $7,780,000 in principal  payments on the Master Loan.
Approximately  $88,000  and  $336,000  was paid  during  the nine  months  ended
September 30, 2002 and 2001, respectively, representing cash received on certain
investments.  These funds are required to be transferred to CCIP under the terms
of the Master Loan. In addition, during the nine months ended September 30, 2001
approximately  $6,019,000  was paid  representing  net proceeds from the sale of
Magnolia Trace and  approximately  $1,425,000 was paid  representing  additional
proceeds  from  the  refinancing  of  the  mortgages  encumbering  nine  of  the
investment  properties in 2000.  These amounts were paid from the sales proceeds
of one of CCEP's investment properties and on certain investments by CCEP, which
are required to be transferred to CCIP per the Master Loan Agreement.

Note C - Related Party Transactions

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

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Partnership's  properties for providing property  management  services.
The Partnership paid to such affiliates  approximately $620,000 and $695,000 for
the nine  months  ended  September  30,  2002 and 2001,  respectively,  which is
included in operating expenses and loss from discontinued operations.

The Partnership is also subject to an Investment  Advisory Agreement between the
Partnership and an affiliate of the General Partner. This agreement provides for
an annual fee, payable in monthly  installments,  to an affiliate of the General
Partner  for  advising  and  consulting  services  for  CCEP's  properties.  The
Partnership paid to such affiliates  approximately $164,000 for each of the nine
month  periods ended  September 30, 2002 and 2001,  which is included in general
and administrative expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $386,000 and $1,169,000 for
the nine  months  ended  September  30,  2002 and 2001,  respectively,  which is
included in general  and  administrative  expenses  and  investment  properties.
Included in these amounts are fees related to construction  management  services
provided by an affiliate  of the General  Partner of  approximately  $60,000 and
$858,000 for the nine months ended  September  30, 2002 and 2001,  respectively.
The construction management service fees are calculated based on a percentage of
current year additions to investment properties.

In connection  with the sale of Magnolia Trace in January 2001, the  Partnership
paid the General Partner a fee of $206,000 in  compensation  for its role in the
sale.  This  Partnership  fee is  included  in  gain  on  sale  of  discontinued
operations.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received  from CCIP  pursuant to the
Master  Loan which is  described  more  fully in the 2001  annual  report.  Such
interest  payments  totaled  approximately  $386,000 and $3,280,000 for the nine
months ended September 30, 2002 and 2001, respectively.

There were no advances on the Master Loan during the nine months ended September
30, 2002 or 2001. During the nine months ended September 30, 2002 and 2001, CCEP
paid approximately  $88,000 and $7,780,000,  respectively,  to CCIP as principal
payments on the Master Loan.

Beginning in 2001, the  Partnership  began insuring 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 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,  2002 and 2001,  the  Partnership  was  charged by AIMCO and its  affiliates
approximately  $224,000 and $259,000,  respectively,  for insurance coverage and
fees associated with policy claims administration.

Note D - Sale of Property

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  consolidated  statements  of  operations  have been restated as of
January  1,  2001 to  reflect  the  operations  of  Magnolia  Trace as loss from
discontinued  operations.  The Partnership  recognized a loss from  discontinued
operations for the nine months ended September 30, 2001 of approximately $35,000
on revenues of approximately $39,000.

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


<PAGE>

Note E - Adjustment to Liquidation Basis of Accounting

At March 31, 2002,  in  accordance  with the  liquidation  basis of  accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were adjusted to their estimated  settlement amount. The net adjustment required
to  convert  to the  liquidation  basis  of  accounting  was a  decrease  in net
liabilities of approximately  $416,800,000 which is included in the Statement of
Changes in Partners' Deficit/Net Liabilities In Liquidation. The adjustments are
summarized as follows:

                                                                  Increase in
                                                                  Net Assets
                                                                 (in thousands)
 Adjustment of book value of property and
   improvements to estimated net realizable value                   $ 75,868
 Adjustment for estimated net realizable value of
   investment in affiliated partnerships                               1,371
 Adjustment of master loan and accrued interest to
   estimated settlement amount                                       341,159
 Adjustment of other assets and liabilities, net                      (1,598)
 Decrease in net liabilities                                        $416,800

Note F - Investment in Affiliated Partnerships

The Partnership had investments in the following affiliated partnerships:

<TABLE>
<CAPTION>

                                                                        Estimated
                                                      Ownership       Net Realizable
Partnership                    Type of Ownership      Percentage          Value

Consolidated Capital            Non-controlling
<S>                                                     <C>                <C>
  Growth Fund                   General Partner         0.40%              $ 47
Consolidated Capital            Non-controlling
  Properties III                General Partner         1.85%                 27
Consolidated Capital            Non-controlling
  Properties IV                 General Partner         1.85%                844
</TABLE>
                                                                           $ 918

Prior to the adoption of the  liquidation  basis of accounting,  the Partnership
did  not  recognize  an  investment  in  these  affiliated  partnerships  in its
consolidated  financial statements as these investment balances had been reduced
to  zero as a  result  of the  receipt  of  distributions  from  the  affiliated
partnerships  in  prior  periods   exceeding  the  investment   balance  of  the
Partnership.   However,  due  to  the  adoption  of  the  liquidation  basis  of
accounting,  the  investments in these  affiliated  partnerships  were valued at
their  estimated  fair value and included in the  Consolidated  Statement of Net
Liabilities  in  Liquidation.  During the three months ended  September 30, 2002
these  investments  were assigned to CCIP as part of the foreclosure  process of
the assets of CCEP (see "Note B").