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

                                    Form 10-Q

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

              For the quarterly period ended September 30, 2004

                                       or

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


             For the transition period from _________to _________

                         Commission file number 0-10831


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



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

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

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


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

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


                         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,
                                                               2004          2003
                                                           (Unaudited)       (Note)
Assets
<S>                                                           <C>           <C>
   Cash and cash equivalents                                  $ 752         $ 2,417
   Receivables and deposits                                     1,034           404
   Restricted escrows                                             879           922
   Other assets                                                 1,410           999
   Investment in affiliated partnerships (Note D)               1,067           992
   Investment properties:
      Land                                                     20,365        22,780
      Buildings and related personal property                  94,354       100,078
                                                              114,719       122,858
      Less:  Accumulated depreciation                         (26,665)      (23,194)
                                                               88,054        99,664
                                                             $ 93,196      $105,398
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                          $ 1,255         $ 211
   Tenant security deposit liabilities                            864           964
   Accrued property taxes                                         757           564
   Other liabilities                                            1,364         1,499
   Due to affiliates (Note C)                                      55           255
   Mortgage notes payable                                      66,258        75,195
                                                               70,553        78,688
Partners' Capital
   General partner                                                129            128
   Limited partners (199,043.2 units issued and
      outstanding)                                             22,514        26,582
                                                               22,643        26,710
                                                             $ 93,196      $105,398

Note: The consolidated  balance sheet at December 31, 2003 has been derived from
      the audited financial statements at that date but does not include all the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles for complete financial statements.

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


                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,
                                               2004       2003        2004         2003
Revenues:                                              (Restated)               (Restated)
<S>                                          <C>        <C>         <C>         <C>
   Rental income                             $ 5,640    $ 3,626     $16,297     $10,518
   Other income                                  504        294       1,554         865
   Casualty gain (Note G)                         --         --          --          25
      Total revenues                           6,144      3,920      17,851      11,408
Expenses:
   Operating                                   2,984      1,600       8,686       4,960
   General and administrative                    225        211         710         738
   Depreciation                                1,318        855       3,989       2,697
   Interest                                    1,157        770       3,465       2,334
   Property taxes                                451        241       1,317         709
   Casualty loss (Note G)                        427         --         453          --
      Total expenses                           6,562      3,677      18,620      11,438

(Loss) income from continuing operations        (418)       243        (769)        (30)
(Loss) income from discontinued
    operations (Notes A and E)                   (13)        50      (1,113)        118
 Gain on sale of discontinued
    operations (Note E)                           --         --       1,716          --
 Gain on foreclosure of real
    estate (Note B)                               --         --         156          --
 Equity in income from investment
    (Note D)                                      --        748          75       1,098
 Net (loss) income                           $  (431)   $ 1,041     $    65     $ 1,186
 Net (loss) income allocated to general
    partner (1%)                             $    (4)   $    10     $     1     $    12
 Net (loss) income allocated to limited
    partners (99%)                              (427)     1,031          64       1,174
                                             $  (431)   $ 1,041     $    65     $ 1,186
Per limited partnership unit:
(Loss) income from continuing operations       (2.08)      1.21       (3.82)      (0.15)

(Loss) income from discontinued
   operations                                  (0.07)      0.25       (5.54)       0.59
Gain on sale of discontinued operations           --         --        8.54          --
Gain on foreclosure of real estate                --         --        0.77          --
Equity in income from investment                  --       3.72        0.37        5.46
Net (loss) income per limited
   partnership unit                          $ (2.15)   $  5.18     $  0.32     $  5.90
Distributions per limited partnership
   unit                                      $ 11.63    $  5.38     $ 20.76     $ 17.11

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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

<TABLE>
<CAPTION>

                                       Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners      Total

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

Partners' capital at
   December 31, 2003                 199,043.2      $   128      $ 26,582    $ 26,710

Distributions to partners                   --           --        (4,132)     (4,132)

Net income for the nine months
   ended September 30, 2004                 --            1            64          65

Partners' capital at
   September 30, 2004                199,043.2     $    129      $ 22,514    $ 22,643

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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

                                                                 Nine Months Ended
                                                                   September 30,
                                                                    2004      2003
Cash flows from operating activities:
<S>                                                               <C>        <C>
  Net income                                                      $ 65       $ 1,186
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    4,126       2,981
   Amortization of loan costs, lease commissions and
    mortgage premiums                                               (155)        (53)
   Casualty loss (gain)                                              453         (18)
   Equity in income of investment                                    (75)     (1,098)
   Gain on sale of discontinued operations                        (1,716)         --
   Loss on early extinguishment of debt                            1,161          --
   Gain on foreclosure of real estate                               (156)         --
   Change in accounts:
      Receivables and deposits                                      (483)        117
      Other assets                                                  (501)       (452)
      Accounts payable                                                52         (95)
      Tenant security deposit liabilities                           (100)         (9)
      Accrued property taxes                                         193          52
      Other liabilities                                             (135)       (292)
      Due to affiliates                                             (200)         --
       Net cash provided by operating activities                   2,529       2,319
Cash flows from investing activities:
  Net proceeds from sale of discontinued operations               12,589          --
  Net receipts from restricted escrows                                43         223
  Property improvements and replacements                          (3,270)     (1,019)
  Insurance proceeds received                                        284         112
  Receipts on Master Loan                                            156          15
  Distributions from affiliated partnerships                          --       1,047
       Net cash provided by investing activities                   9,802         378
Cash flows from financing activities:
  Distributions to partners                                       (4,132)     (3,424)
  Payments on mortgage notes payable                              (1,232)       (829)
  Repayment of mortgage note payable                              (7,099)         --
  Prepayment penalties                                            (1,527)         --
  Lease commissions paid                                              (6)       (115)
  Advances from general partner                                       --         220
  Repayment of advances from general partner                          --        (220)
       Net cash used in financing activities                     (13,996)     (4,368)
Net decrease in cash and cash equivalents                         (1,665)     (1,671)
Cash and cash equivalents at beginning of period                   2,417       3,175
Cash and cash equivalents at end of period                       $ 752       $ 1,504
Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 3,789      $ 3,007
Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts
   payable                                                       $ 868        $ 124

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>


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

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is ultimately  owned by Apartment  Investment  and  Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation  have been included.  Operating results for the three and nine
month periods ended  September  30, 2004 are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2004.  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, 2003.

As a result  of the  sales of  Silverado  Apartments  and  Tates  Creek  Village
Apartments to third  parties on March 31, 2004 and June 28, 2004,  respectively,
and in accordance with Statement of Financial  Accounting Standards ("SFAS") No.
144,  "Accounting  for the  Impairment  or Disposal of Long-Lived  Assets",  the
accompanying consolidated statements of operations for the three and nine months
ended September 30, 2003 have been restated as of January 1, 2003 to reflect the
operations of Silverado  Apartments and Tates Creek Village Apartments as income
from discontinued operations of approximately $50,000 and $118,000 for the three
and nine months ended September 30, 2003,  respectively,  including  revenues of
approximately $710,000 and $2,075,000, respectively.

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

Note B - Net Investment in Master Loan

The Partnership was initially  formed for the benefit of its limited partners to
lend funds to  Consolidated  Capital  Equity  Partners  ("CCEP"),  a  California
general partnership.  The general partner of CCEP is an affiliate of the General
Partner. The Partnership loaned funds to CCEP subject to a nonrecourse note with
a participation  interest (the "Master  Loan").  The loans were made to, and the
real properties that secured the Master Loan were purchased and owned by, CCEP.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating with CCEP with respect to its options which included  foreclosing on
the properties  which  collateralized  the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collateralized  the  Master  Loan.  The  General  Partner  began the  process of
foreclosure  or executing  deeds in lieu of  foreclosure  during 2002 on all the
properties in CCEP.  During August 2002, the General  Partner  executed deeds in
lieu of foreclosure on four of the active  properties of CCEP. In addition,  one
of the  properties  held by CCEP was sold in December 2002. On November 10, 2003
the  Partnership  acquired the remaining four  properties held by CCEP through a
foreclosure sale. As the deeds were executed, title in the properties previously
owned by CCEP was transferred to the  Partnership  subject to the existing liens
on such properties,  including the first mortgage loans. As a result, during the
years ended December 2003 and 2002, the Partnership  assumed  responsibility for
the  operations  of such  properties.  The  results  of  operations  of the four
properties foreclosed on in 2002 are reflected in the accompanying  consolidated
statements of operations for the three and nine months ended  September 30, 2004
and 2003.  The results of operations  for the four  properties  foreclosed on in
November  2003 are  included in the three and nine months  ended  September  30,
2004.

Prior to the  acquisition  of the four  remaining  properties  held by CCEP at a
foreclosure  sale in 2003,  the principal  balance of the Master Loan due to the
Partnership totaled approximately  $14,144,000 at December 31, 2002. This amount
represented  the fair market value of the remaining  properties  held by CCEP at
December 31, 2002,  less the net liabilities  owed by the 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 income  statements due to
the impairment of the loan, totaled approximately $1,322,000 for the nine months
ended  September 30, 2003.  Interest  income was recognized on the cash basis as
required by SFAS 114.

During the nine months  ended  September  30,  2004,  the  Partnership  received
approximately $156,000 from CCEP as the final payment on the Master Loan. During
the nine months ended September 30, 2003, the Partnership received approximately
$15,000 from escrows  released by the mortgage  lender of Society Park which was
sold during 2002 as principal payments on the Master Loan from CCEP. No advances
were made by the  Partnership  to CCEP on the Master Loan during the nine months
ended September 30, 2003 or 2004.

Note C - Related Party Transactions

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

Affiliates of the General  Partner 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 $926,000 and $695,000 for
the nine  months  ended  September  30,  2004 and 2003,  respectively,  which is
included in operating expenses and (loss) income from discontinued operations.

An affiliate of the General Partner charged the Partnership for reimbursement of
accountable  administrative  expenses  amounting to  approximately  $872,000 and
$375,000 for the nine months  ended  September  30, 2004 and 2003,  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  $328,000 and $36,000 for the nine months ended September 30, 2004
and 2003,  respectively.  At September 30, 2004,  approximately $55,000 of these
fees remain  unpaid and are  included  in due to  affiliates.  The  construction
management  fees are calculated  based on a percentage of current year additions
to investment properties.

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

In accordance with the Partnership  Agreement,  the General Partner advanced the
Partnership  approximately  $220,000 for  expenses at four of the  Partnership's
properties  during the nine months ended  September  30, 2003.  This advance was
repaid in full prior to September  30,  2003.  Interest was charged at the prime
rate  plus 2% and  amounted  to less  than  $1,000  for the  nine  months  ended
September 30, 2003.  There were no loans from the General  Partner or associated
interest expense during the nine months ended September 30, 2004.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers'  compensation,  property  casualty  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,  2004 and  2003,  the
Partnership was charged by AIMCO and its affiliates  approximately  $290,000 and
$212,000,  respectively,  for insurance coverage and fees associated with policy
claims administration.

Note D - Investment in Affiliated Partnerships

<TABLE>
<CAPTION>

                                                     Ownership     Investment Balance
Partnership                    Type of Ownership     Percentage    September 30, 2004
                                                                     (in thousands)
Consolidated Capital            Non-controlling
<S>                                                    <C>                <C>
  Growth Fund                    General Partner       0.40%              $ 13
Consolidated Capital            Non-controlling
  Properties III                 General Partner       1.85%                 27
Consolidated Capital            Non-controlling
  Properties IV                  General Partner       1.85%              1,027
                                                                          $1,067
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP  (see  "Note  B") and  are  accounted  for on the  equity  method  of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.  During the nine months ended September 30, 2004, the Partnership
recognized  approximately  $75,000 in equity in income from investment primarily
related to the sale of a property in Consolidated  Capital  Properties IV. There
was no  distribution  associated  with this sale.  During the nine months  ended
September  30,  2003,  the  Partnership  received  approximately  $1,048,000  in
distributions  from  two of the  investments.  Approximately  $1,013,000  of the
distributions  received  during the nine months ended September 30, 2003 related
to the sale of three  properties in  Consolidated  Capital  Growth Fund. Of this
amount,   approximately  $984,000  was  recognized  as  equity  in  income  from
investment once the investment  balance  allocated to those  properties had been
reduced  to  zero.  The  Partnership  also  recognized  equity  in  income  from
investment  of  approximately  $114,000  related  to the sale of a  property  in
Consolidated  Capital  Properties IV. There was no distribution  associated with
this sale.

<PAGE>

Note E - Sale of Investment Property

On March 31, 2004,  the  Partnership  sold Silverado  Apartments,  located in El
Paso,  Texas, to a third party for  $6,650,000.  After payment of closing costs,
the  net  sales  proceeds   received  by  the  Partnership  were   approximately
$6,169,000. The Partnership used a portion of the proceeds to repay the mortgage
encumbering  the property of  approximately  $3,248,000.  The sale resulted in a
gain on sale of investment property of approximately  $1,510,000 during the nine
months ended September 30, 2004. In addition, the Partnership recorded a loss on
early extinguishment of debt of approximately $685,000 as a result of prepayment
penalties paid  partially  offset by the write off of the  unamortized  mortgage
premium which is included in loss from discontinued operations.  Pursuant to the
Partnership  Agreement and in  conjunction  with the sale, a disposition  fee of
approximately  $333,000 was earned by and paid to the General Partner during the
nine  months  ended   September  30,  2004.   Included  in  (loss)  income  from
discontinued  operations  for the three  months  ended  September  30,  2003 are
results  of  the  property's  operations  of  approximately  $38,000,  including
revenues of  approximately  $369,000 during the three months ended September 30,
2003. Included in (loss) income from discontinued operations for the nine months
ended  September 30, 2004 and 2003 are results of the  property's  operations of
approximately  $(672,000)  and  $73,000,  respectively,  including  revenues  of
approximately $339,000 and $1,057,000, respectively.

On June 28, 2004, the Partnership sold Tates Creek Village  Apartments,  located
in  Lexington,  Kentucky,  to a third  party for  $6,980,000.  After  payment of
closing  costs,  the  net  sales  proceeds  received  by  the  Partnership  were
approximately  $6,420,000.  The  Partnership  used a portion of the  proceeds to
repay the mortgage  encumbering the property of  approximately  $3,851,000.  The
sale resulted in a gain on sale of investment property of approximately $206,000
during the nine months ended  September 30, 2004. In addition,  the  Partnership
recorded a loss on early  extinguishment of debt of approximately  $476,000 as a
result of prepayment  penalties paid,  partially  offset by the write off of the
unamortized  mortgage  premium  which  is  included  in loss  from  discontinued
operations.  Pursuant to the Partnership  Agreement and in conjunction  with the
sale, a disposition fee of approximately  $349,000 was earned by and paid to the
General  Partner  during the nine months ended  September 30, 2004.  Included in
(loss) income from discontinued  operations for the three months ended September
30,  2004 and 2003 are results of the  property's  operations  of  approximately
$(13,000)  and  $12,000,  respectively,   including  revenues  of  approximately
$341,000  during  the three  months  ended  September  30,  2003.  There were no
revenues included in loss from  discontinued  operations during the three months
ended September 30, 2004. Included in (loss) income from discontinued operations
for the nine  months  ended  September  30,  2004 and  2003 are  results  of the
property's  operations of  approximately  $(441,000) and $45,000,  respectively,
including revenues of approximately $704,000 and $1,018,000, respectively.

Note F - Segment Reporting

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

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

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

Segment  information  for the three and nine months ended September 30, 2004 and
2003 is shown in the tables below (in  thousands).  The "Other" Column  includes
partnership administration related items and income and expense not allocated to
reportable segments.

<TABLE>
<CAPTION>

      For the three months ended
          September 30, 2004           Residential  Commercial    Other      Totals
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 5,278       $ 362       $ --     $ 5,640
Other income                                 457           46         1         504
Casualty loss                               (427)          --        --        (427)
Interest expense                           1,099           56         2       1,157
Depreciation                               1,233           85        --       1,318
General and administrative expenses           --           --       225         225
Loss from discontinued operations            (13)          --        --         (13)
Segment loss                                (126)         (79)     (226)       (431)
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2004            Residential  Commercial    Other      Totals
<S>                                      <C>          <C>          <C>      <C>
Rental income                            $15,224      $ 1,073      $ --     $16,297
Other income                               1,453           98          3      1,554
Casualty loss                               (453)          --         --       (453)
Interest expense                           3,292          167          6      3,465
Depreciation                               3,773          216         --      3,989
General and administrative expense            --           --        710        710
Gain on sale of investment                 1,716           --         --      1,716
Loss from discontinued operations         (1,113)          --         --     (1,113)
Gain on foreclosure of real estate           156           --         --        156
Equity in income from investment              --           --         75         75
Segment profit (loss)                      1,121         (418)      (638)        65
Total assets                              90,319        1,710      1,167     93,196
Capital expenditures                       3,423          715         --      4,138
</TABLE>

<TABLE>
<CAPTION>

     For the three months ended
         September 30, 2003            Residential  Commercial    Other      Totals
             (Restated)
<S>                                      <C>           <C>         <C>       <C>
Rental income                            $ 3,331       $ 295       $ --      $ 3,626
Other income                                 262           32         --         294
Interest expense                             713           57         --         770
Depreciation                                 812           43         --         855
General and administrative expense            --           --        211         211
Income from discontinued
  operations                                  50           --         --          50
Equity in income of investment                --           --        748         748
Segment profit (loss)                        601          (97)       537       1,041
</TABLE>

<TABLE>
<CAPTION>

      For the nine months ended
         September 30, 2003            Residential  Commercial    Other      Totals
             (Restated)
<S>                                      <C>           <C>         <C>      <C>
Rental income                            $ 9,722       $ 796       $ --     $10,518
Other income                                 777           88         --        865
Casualty gain                                 25           --         --         25
Interest expense                           2,165          169         --      2,334
Depreciation                               2,570          127         --      2,697
General and administrative expense            --           --        738        738
Income from discontinued
  operations                                 118           --         --        118
Equity in income of investment                --           --      1,098      1,098
Segment profit (loss)                      1,229         (403)       360      1,186
Total assets                              63,327          956     15,646     79,929
Capital expenditures                       1,064           79         --      1,143
</TABLE>

Note G - Casualty Gains and Losses

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

During the three months ended  September 30, 2004,  there was a casualty loss of
approximately  $200,000 recorded at Indian Creek Village Apartments related to a
fire that damaged  nine units.  This loss was the result of the write off of net
fixed assets of approximately $442,000, net of the receipt of insurance proceeds
of approximately $242,000.

During the three months ended  September 30, 2004,  there was a casualty loss of
approximately $51,000 recorded at Palm Lake Apartments related to damages to the
property caused by Hurricane Frances.  This loss was the result of the write off
of net  fixed  assets  of  approximately  $51,000.  No  insurance  proceeds  are
anticipated to cover this loss. In addition, the property incurred approximately
$6,000 in clean up costs related to this hurricane.

During the three months ended  September 30, 2004,  there was a casualty loss of
approximately $34,000 recorded at The Dunes Apartments related to damages to the
property caused by Hurricane Frances.  This loss was the result of the write off
of net  fixed  assets  of  approximately  $34,000.  No  insurance  proceeds  are
anticipated to cover this loss. In addition, the property incurred approximately
$4,000 in clean up costs related to this hurricane.

During the three months ended  September 30, 2004,  there was a casualty loss of
approximately $103,000 recorded at Regency Oaks Apartments related to damages to
the property caused by Hurricane Frances.  This loss was the result of the write
off of net fixed assets of  approximately  $103,000.  No insurance  proceeds are
anticipated to cover this loss. In addition, the property incurred approximately
$19,000 in clean up costs related to this hurricane.

During the three months ended  September 30, 2004,  there was a casualty loss of
approximately  $39,000 recorded at Regency Oaks Apartments related to damages to
the property caused by Hurricane Charlie.  This loss was the result of the write
off of net fixed assets of approximately  $175,000,  net of estimated  insurance
proceeds  of  approximately   $136,000.  In  addition,   the  property  incurred
approximately $63,000 in clean up costs related to this hurricane.

During the nine months ended  September  30, 2003,  there was a casualty gain of
approximately  $25,000  recorded at The Sterling  Apartment  Homes related to an
electrical fire that damaged two units.  This gain was the result of the receipt
of  insurance  proceeds of  approximately  $73,000,  net of the write off of net
fixed assets of approximately $48,000.

During the nine months ended  September  30, 2003,  there was a casualty loss of
approximately  $7,000 recorded at Tates Creek Village  Apartments  related to an
ice storm which resulted in major landscaping damage which is included in (loss)
income from discontinued  operations.  The loss was the result of the receipt of
insurance  proceeds  of  approximately   $39,000,   net  of  the  write  off  of
undepreciated fixed assets of approximately $46,000.

Note H - Contingencies

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

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

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the  partnership  interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners  with the  independent  appraisals  at the time of these  tenders.  The
proposed  settlement  also provided for the  limitation  of the allowable  costs
which the General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement  and the judgment  thereto.  The plaintiffs  have also
filed a brief in support of the  settlement.  On June 4, 2004,  Objector filed a
reply to the briefs submitted by the General Partner and Plaintiffs. In addition
both the Objector and  plaintiffs  filed  briefs in  connection  with the second
appeal.  The Court of Appeals  heard oral  argument on both appeals on September
22, 2004 and took the matters under submission.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards Act ("FLSA") by failing to pay  maintenance  workers  overtime for all
hours worked in excess of forty per week. On March 5, 2004 the plaintiffs  filed
an amended  complaint  also  naming  NHP  Management  Company,  which is also an
affiliate of the General Partner. The complaint is styled as a Collective Action
under the FLSA and seeks to certify state  subclasses in  California,  Maryland,
and the District of Columbia.  Specifically,  the plaintiffs  contend that AIMCO
Properties L.P. failed to compensate maintenance workers for time that they were
required to be "on-call".  Additionally,  the complaint alleges AIMCO Properties
L.P. failed to comply with the FLSA in compensating maintenance workers for time
that they worked in responding to a call while  "on-call".  The defendants  have
filed an answer to the amended  complaint  denying the substantive  allegations.
Some discovery has taken place and settlement  negotiations  continue.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.

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

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

Note I - Subsequent Event

Subsequent to September 30, 2004, the General  Partner  advanced the Partnership
approximately  $750,000  to fund  redevelopment  costs at The  Sterling  and The
Knolls  Apartments  and  hurricane  damage  related  expenditures  at Palm  Lake
Apartments and Regency Oaks Apartments.

<PAGE>

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

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

The  Partnership's  investment  properties  consist  of  eight  properties.  The
Sterling is a multiple-use  facility which consists of an apartment  complex and
commercial  space.  The following table sets forth the average  occupancy of the
properties for the nine months ended September 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      The Loft Apartments (3)                       86%        82%
        Raleigh, North Carolina
      The Sterling Apartment Homes                  93%        93%
      The Sterling Commerce Center (1)              79%        55%
        Philadelphia, Pennsylvania
      The Knolls Apartments                         84%        84%
         Colorado Springs, Colorado
      Indian Creek Village Apartments (2)           88%        91%
         Overland Park, Kansas
      Plantation Gardens Apartments                 91%        92%
         Plantation, Florida
      Palm Lake Apartments                          93%        93%
         Tampa, Florida
      The Dunes Apartments (3)                      94%        91%
         Indian Harbor, Florida
      Regency Oaks Apartments                       93%        95%
         Fern Park, Florida

(1)   The General  Partner  attributes the low occupancy in 2003 at The Sterling
      Commerce  Center  to the loss of a major  tenant  in late  December  2001.
      During  the  fourth  quarter  of 2003,  a new  tenant  signed a lease  and
      occupied a large portion of the vacant space.

(2)   The General  Partner  attributes the decrease in occupancy at Indian Creek
      Village  to the  competitive  market  of  the  apartment  industry  in the
      property's location.

(3)   The General  Partner  attributes  the  increase in  occupancy  at The Loft
      Apartments and The Dunes  Apartments to an increase in marketing  outreach
      and promotions.

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

Results of Operations

The  Partnership's  net  (loss)  income  for the  three  and nine  months  ended
September  30, 2004 was  approximately  ($431,000)  and $65,000  compared to net
income of approximately  $1,041,000 and $1,186,000 for the corresponding periods
in 2003.  The  decrease  in net  income  for the  three  and nine  months  ended
September 30, 2004 as compared to the three and nine months ended  September 30,
2003 is due to the increase in loss from continuing operations and a decrease in
equity in income from investment,  partially offset by the sale of Silverado and
Tates Creek  Apartments  during the nine months ended  September  30, 2004 and a
gain on foreclosure of real estate recorded in 2004 as discussed below.

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

On June 28, 2004, the Partnership sold Tates Creek Village  Apartments,  located
in  Lexington,  Kentucky,  to a third  party for  $6,980,000.  After  payment of
closing  costs,  the  net  sales  proceeds  received  by  the  Partnership  were
approximately  $6,420,000.  The  Partnership  used a portion of the  proceeds to
repay the mortgage  encumbering the property of  approximately  $3,851,000.  The
sale resulted in a gain on sale of investment property of approximately $206,000
during the nine months ended  September 30, 2004. In addition,  the  Partnership
recorded a loss on early  extinguishment of debt of approximately  $476,000 as a
result of prepayment  penalties paid,  partially  offset by the write off of the
unamortized  mortgage  premium  which  is  included  in loss  from  discontinued
operations.  Pursuant to the Partnership  Agreement and in conjunction  with the
sale, a disposition fee of approximately  $349,000 was earned by and paid to the
General Partner during the nine months ended September 30, 2004.

As a result  of the  sales of  Silverado  Apartments  and  Tates  Creek  Village
Apartments to third parties during the nine months ended  September 30, 2004 and
in accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting  for  the  Impairment  or  Disposal  of  Long-Lived   Assets",   the
accompanying consolidated statements of operations for the three and nine months
ended September 30, 2003 have been restated as of January 1, 2003 to reflect the
operations of Silverado  Apartments and Tates Creek Village Apartments as income
from discontinued operations of approximately $118,000 for the nine months ended
September 30, 2003,  including  revenues of  approximately  $2,075,000.  For the
three months ended  September 30, 2003 income from  discontinued  operations was
approximately $50,000, including revenues of approximately $710,000.

The decrease in equity in income from  investment  for the three and nine months
ended  September  30,  2004  is due to a  decrease  in  the  recognition  of the
Partnership's  share of  distributions  received and recognized as earnings from
affiliated  partnerships  in excess of investment  balance  during the three and
nine months ended  September 30, 2004. The  Partnership  assumed  investments in
three affiliated  partnerships  during the foreclosure of investment  properties
from CCEP as discussed below.  These investments are accounted for on the equity
method  of  accounting.  Distributions  from  the  affiliated  partnerships  are
accounted  for as a reduction of the  investment  balance  until the  investment
balance is reduced to zero.  When the  investment  balance  has been  reduced to
zero,  subsequent  distributions  received  are  recognized  as  income  in  the
accompanying  statements of operations.  During the nine months ended  September
30, 2004, the Partnership  recognized  approximately $75,000 in equity in income
from  investment  primarily  related to the sale of a property  in  Consolidated
Capital  Properties  IV. There was no  distribution  associated  with this sale.
During the nine months  ended  September  30,  2003,  the  Partnership  received
approximately   $1,048,000  in  distributions   from  two  of  the  investments.
Approximately  $1,013,000  of the  distribution  related  to the  sale of  three
properties in  Consolidated  Capital Growth Fund. Of this amount,  approximately
$984,000 was recognized as equity in income from  investment once the investment
balance  allocated to those properties had been reduced to zero. The Partnership
also  recognized  equity in income from  investment  of  approximately  $114,000
related to the sale of a property in Consolidated  Capital  Properties IV. There
was no distribution associated with this sale.

The Partnership  recognized a loss from continuing  operations for the three and
nine months  ended  September  30, 2004 of  approximately  $418,000 and $769,000
compared  to income  (loss) of  approximately  $243,000  and  $(30,000)  for the
corresponding  periods in 2003. The increase in loss from continuing  operations
for the three and nine months ended September 30, 2004, is due to an increase in
total expenses  partially offset by an increase in total revenues.  The increase
in total  expenses  and total  revenues is largely due to the  acquisition  at a
foreclosure sale of four properties  (Plantation  Gardens,  Palm Lake, The Dunes
and Regency  Oaks  Apartments)  during  November  2003.  These  properties  were
acquired at a foreclosure  sale due to CCEP's inability to repay the Master Loan
to the  Partnership  and accrued  interest.  The Master Loan matured in November
2000.  The General  Partner had been  negotiating  with CCEP with respect to its
options which included  foreclosing on the properties which  collateralized  the
Master Loan or  extending  the terms of the Master  Loan.  The  General  Partner
decided to foreclose on the properties that  collateralized the Master Loan. The
General  Partner began the process of foreclosure or executing  deeds in lieu of
foreclosure  during 2002 on all the properties in CCEP. The foreclosure  process
on the above  four  properties  held by CCEP was  completed  during  the  fourth
quarter of 2003. 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 during
the fourth quarter of 2003.  During the nine months ended September 30, 2004 the
Partnership  recognized a gain on  foreclosure  of real estate of  approximately
$156,000.  The gain on the  foreclosure  was  primarily  the  result  of  CCEP's
remaining  funds  being  sent  to the  Partnership.  The  remaining  funds  were
primarily a refund of reimbursement of accountable  administrative expenses from
an affiliate of the General Partner.

For the three and nine months  ended  September  30, 2004,  the four  properties
foreclosed   in  2003  had  losses  of   approximately   $258,000  and  $73,000,
respectively,   which  includes   revenues  of   approximately   $1,941,000  and
$6,055,000,  respectively. Excluding the operations of the properties foreclosed
in 2003, the Partnership's net loss from continuing operations, including equity
income from  investment,  for the three and nine months ended September 30, 2004
was  approximately  $160,000 and $621,000 compared to net income from continuing
operations,  including  equity  income from  investment,  for the three and nine
months  ended  September  30,  2003 of  approximately  $991,000  and  1,068,000,
respectively.  The increase in net loss from continuing operations for the three
and nine months  ended  September  30, 2004 as compared to the three  months and
nine months  ended  September  30, 2003 is due to an increase in total  expenses
partially offset by an increase in total revenues.

Total expenses, exclusive of the properties foreclosed in 2003, increased during
the  nine  months  ended  September  30,  2004  primarily  due to  increases  in
operating,  property  tax and  depreciation  expenses  and  casualty  losses  as
discussed  below,  partially  offset by  decreases  in interest  and general and
administrative  expenses.  Total  expenses  increased for the three months ended
September 30, 2004 due to increases in operating, property tax, depreciation and
general  and  administrative  expenses,  partially  offset by  reduced  interest
expense.  Operating  expenses  increased  during the three and nine months ended
September  30, 2004  primarily  due to an increase in property  and  maintenance
expenses.  Property expenses  increased  primarily due to an increase in utility
expenses at The Sterling  Commerce  Center,  The Sterling  Apartment  Homes, The
Knolls  Apartments  and Indian  Creek  Village  Apartments  and an  increase  in
salaries and other related  benefits at The Knolls and The Lofts  Apartments and
The Sterling Commerce Center.  Maintenance  expenses increased  primarily due to
increased  contract  service  costs  and  water  damage  repairs  at The  Knolls
Apartments.  Property tax expense  increased for both periods primarily due to a
prior  year  tax  adjustment  recorded  during  2003  at  Indian  Creek  Village
Apartments.  Depreciation  expense increased for both periods due to fixed asset
additions  being  placed  into  service  during  the past  year at The  Sterling
Commerce Center and Indian Creek Village  Apartments  partially offset by assets
becoming fully  depreciated at The Sterling  Apartment  Homes.  Interest expense
decreased for both periods due to principal  payments made on the mortgage notes
encumbering the Partnership's properties.

During the three months ended  September 30, 2004,  there was a casualty loss of
approximately  $200,000 recorded at Indian Creek Village Apartments related to a
fire that damaged  nine units.  This loss was the result of the write off of net
fixed assets of approximately $442,000, net of the receipt of insurance proceeds
of approximately $242,000.

During the nine months ended  September  30, 2003,  there was a casualty gain of
approximately  $25,000  recorded at The Sterling  Apartment  Homes related to an
electrical fire that damaged two units.  This gain was the result of the receipt
of  insurance  proceeds of  approximately  $73,000,  net of the write off of net
fixed assets of approximately $48,000.

General  and  administrative  expenses  decreased  for  the  nine  months  ended
September  30,  2004  primarily  due to the timing of the  payment of a business
privilege  tax paid to the city of  Philadelphia  during the nine  months  ended
September 30, 2003 and reduced legal fees  associated  with the  foreclosures of
the  properties  held by CCEP during 2003  partially  offset by increases in the
costs of  services  included  in the  management  reimbursements  to the General
Partner as allowed under the Partnership  Agreement.  General and administrative
expenses  increased for the three months ended  September 30, 2004 primarily due
to  an  increase  in  the  costs  of   services   included  in  the   management
reimbursements to the General Partner as allowed under the Partnership Agreement
and legal fees paid in 2004 associated  with the  foreclosures of the properties
held by CCEP  during  2003,  partially  offset by the timing of the payment of a
business  privilege tax paid to the city of Philadelphia  during the nine months
ended September 30, 2003. Also included in general and  administrative  expenses
for the  three  and nine  months  ended  September  30,  2004 and 2003 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

Total revenues  increased for the three and nine months ended September 30, 2004
due to an increase in rental revenue.  Rental revenue increased for both periods
due to increases in occupancy at The Sterling Commerce Center,  and The Loft and
The  Dunes  Apartments  and  increased  average  rental  rates  at The  Sterling
Apartments,  partially  offset by reduced  occupancy  at Indian  Creek  Village,
Plantation  Gardens and Regency Oaks Apartments and reduced average rental rates
at The Loft Apartments, The Sterling, Commerce Center, The Knolls Apartments and
Indian Creek Village Apartments.

Liquidity and Capital Resources

At  September  30,  2004,  the  Partnership  had cash and  cash  equivalents  of
approximately  $752,000  compared to  approximately  $1,504,000 at September 30,
2003.  Cash  and  cash  equivalents  decreased  approximately  $1,665,000  since
December  31, 2003 due to  approximately  $13,996,000  of cash used in financing
activities,  partially offset by approximately $9,802,000 and $2,529,000 of cash
provided by  investing  and  operating  activities,  respectively.  Cash used in
financing  activities  consisted of  principal  payments  made on the  mortgages
encumbering  the  Partnership's  properties,  repayment  of the  mortgage  notes
payable as a result of the sale of Silverado and Tates Creek Village Apartments,
prepayment penalties paid, distributions to partners and lease commissions paid.
Cash  provided by investing  activities  consisted of proceeds  from the sale of
Silverado  and Tates Creek  Village  Apartments,  insurance  proceeds  received,
receipts on the Master Loan and net receipts  from  restricted  escrow  accounts
maintained by the mortgage  lenders,  partially offset by property  improvements
and  replacements.  The  Partnership  invests  its working  capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The General Partner monitors
developments in the area of legal and regulatory  compliance.  For example,  the
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance.   Capital   improvements  planned  for  each  of  the  Partnership's
properties are detailed below.

The Loft Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $113,000  of  capital   improvements  at  The  Loft  Apartments,
consisting  primarily  of floor  covering  replacements  and  fitness  equipment
upgrades.   These   improvements  were  funded  from  operating  cash  flow  and
replacement reserves. The Partnership evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$13,000  in  capital  improvements  during  the  remainder  of 2004.  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 Sterling Apartment Homes and Commerce Center

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately $1,916,000 of capital improvements at The Sterling Apartment Homes
and Commerce Center, consisting primarily of costs of a redevelopment project at
The Sterling Apartment Homes, tenant improvements,  structural  upgrades,  floor
covering   replacements,   interior  decorating  and  heating  upgrades.   These
improvements were funded from operating cash flow and replacement reserves.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects to complete  an  additional  $5,234,000  in capital
improvements  during the  remainder of 2004.  The  redevelopment  project  began
during  the  three  months  ended  September  30,  2004 and is  scheduled  to be
completed  during 2006. The project  budget is  approximately  $23,487,000.  The
Partnership plans to fund these  redevelopment  expenditures from operating cash
flow, partnership reserves and loans from the General Partner.  During the three
months ended September 30, 2004  approximately  $971,000 of redevelopment  costs
were incurred.  Additional improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The Knolls Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $698,000  of  capital  improvements  at  The  Knolls  Apartments
consisting  primarily of costs of a  redevelopment  project,  floor covering and
appliance   replacements,   and  swimming   pool  decking   replacement.   These
improvements were funded from operating cash flow. The Partnership evaluates the
capital  improvement needs of the property during the year and currently expects
to  complete  an  additional  $1,675,000  in  capital  improvements  during  the
remainder  of  2004  primarily  on  the   redevelopment   project   costs.   The
redevelopment project began during the third quarter of 2004 and is scheduled to
be completed in 2006. The total project budget is approximately $6,913,000.  The
Partnership plans to fund these  redevelopment  expenditures from operating cash
flow, Partnership reserves and loans from the General Partner.  During the three
months ended September 30, 2004  approximately  $506,000 in redevelopment  costs
were incurred.  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

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $204,000  of  capital   improvements  at  Indian  Creek  Village
Apartments  consisting  primarily of costs related to the reconstruction of nine
units damaged by fire, floor covering  replacements and parking lot resurfacing.
These  improvements were funded from insurance proceeds and operating cash flow.
The Partnership  evaluates the capital  improvement needs of the property during
the year and  currently  expects to complete an  additional  $526,000 in capital
improvements  during  the  remainder  of 2004.  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.

Plantation Gardens Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $155,000 of capital improvements at Plantation Gardens Apartments
consisting  primarily of floor covering and appliance  replacements  and parking
area resurfacing.  These  improvements were funded from operating cash flow. The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $50,000  in  capital
improvements  during  the  remainder  of 2004.  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.

Palm Lake Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately   $318,000  of  capital   improvements  at  Palm  Lake  Apartments
consisting  primarily of  reconstruction  of damages to the  property  caused by
Hurricane Frances, roof replacement,  structural improvements and floor covering
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $24,000  in  capital
improvements  during  the  remainder  of 2004.  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.

<PAGE>

The Dunes Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately $80,000 of capital improvements at The Dunes Apartments consisting
primarily  of floor  covering  replacements.  This  property was also damaged by
Hurricane Frances and reconstruction costs will be incurred during the remainder
of  2004.  These   improvements  were  funded  from  operating  cash  flow.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $88,000  in  capital
improvements  during  the  remainder  of 2004.  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.

Regency Oaks Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $618,000  of  capital  improvements  at Regency  Oaks  Apartments
consisting  primarily of floor  covering,  air  conditioning  unit and appliance
replacements,   parking   area   resurfacing,   major   landscaping,   clubhouse
renovations,  structural  improvements  and  reconstruction  of  damages  to the
property  caused  by a fire and  damages  caused  by  Hurricane  Charlie.  These
improvements  were funded from operating cash flow and insurance  proceeds.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $67,000  in  capital
improvements  during  the  remainder  of 2004.  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.

Silverado Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately $8,000 of capital improvements at Silverado Apartments, consisting
primarily of floor covering  replacements.  These  improvements were funded from
operating cash flow. The property was sold to a third party on March 31, 2004.

Tates Creek Village Apartments

During the nine months ended  September  30,  2004,  the  Partnership  completed
approximately  $28,000 of capital improvements at Tates Creek Village Apartments
consisting  primarily of floor covering  replacements.  These  improvements were
funded from  operating cash flow. The property was sold to a third party on June
28, 2004.

The additional capital improvements at the Partnership's properties will be made
only to the extent of cash available from operations and  Partnership  reserves,
with the exception of the redevelopment  projects at The Sterling and The Knolls
Apartments which will also be funded by loans from the General  Partner.  To the
extent that such budgeted capital improvements are completed,  the Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$66,258,000  requires  monthly  payments of  principal  and interest and balloon
payments of approximately  $3,903,000,  $19,975,000 and $31,040,000 during 2005,
2008 and 2010, respectively.  The General Partner will attempt to refinance such
indebtedness  and/or sell the properties  prior to such maturity  dates.  If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.


<PAGE>

The Partnership  distributed the following  amounts during the nine months ended
September 30, 2004 and 2003 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                   Nine Months Ended    Per Limited    Nine Months Ended   Per Limited
                     September 30,      Partnership      September 30,     Partnership
                          2004             Unit              2003              Unit
<S>                      <C>              <C>               <C>                <C>
Operations               $   39           $ 0.20            $1,793             $ 8.92
Sale (1)                     --               --             1,631               8.19
Sale (2)                  4,093            20.56                --                 --
                         $4,132           $20.76            $3,424             $17.11
</TABLE>

(1)   From the sale of Society Park  Apartments  owned by CCEP and received as a
      principal payment on the Master Loan.

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

The  Partnership'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.  Given  the  extent  of the
redevelopment  projects planned at The Sterling and The Knolls  Apartments it is
not anticipated that the Partnership will make  distributions in the foreseeable
future.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership, AIMCO and its affiliates owned 138,849.70 limited partnership units
(the "Units") in the Partnership representing 69.76% of the outstanding Units at
September  30,  2004. A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on November
8, 2004, an affiliate of AIMCO  commenced a tender offer to purchase any and all
of the remaining partnership interests for a purchase price of $252.29. Pursuant
to the Partnership  Agreement,  unitholders  holding a majority of the Units are
entitled to take action with respect to a variety of matters that would include,
but  are not  limited  to,  voting  on  certain  amendments  to the  Partnership
Agreement and voting to remove the General Partner. As a result of its ownership
of 69.76% of the outstanding  Units,  AIMCO and its affiliates are in a position
to control all such voting decisions with respect to the  Partnership.  Although
the  General  Partner  owes  fiduciary  duties to the  limited  partners  of the
Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the duties of the General Partner, as general partner,
to the  Partnership  and its limited  partners may come into  conflict  with the
duties of the General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

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

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on interest  rates at September 30, 2004, a 100 point increase or decrease
in market interest rates would not have a material impact on the Partnership.


<PAGE>



The following table summarizes the  Partnership's  debt obligations at September
30, 2004.  The interest rates  represent the  weighted-average  rates.  The fair
value of the debt  obligations  approximated  the recorded value as of September
30, 2004.

                         Principal Amount by Expected Maturity

                                             Fixed Rate Debt
                            Long-term        Average Interest
                               Debt             Rate 7.87%
                                              (in thousands)

                               2004            $    398
                               2005               5,604
                               2006               1,750
                               2007               1,887
                               2008              21,900
                            Thereafter           32,984
                              Total            $ 64,523


ITEM 4.     Controls and Procedures

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

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

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.     Legal Proceedings

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

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

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the  partnership  interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners  with the  independent  appraisals  at the time of these  tenders.  The
proposed  settlement  also provided for the  limitation  of the allowable  costs
which the General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement  and the judgment  thereto.  The plaintiffs  have also
filed a brief in support of the  settlement.  On June 4, 2004,  Objector filed a
reply to the briefs submitted by the General Partner and Plaintiffs. In addition
both the Objector and  plaintiffs  filed  briefs in  connection  with the second
appeal.  The Court of Appeals  heard oral  argument on both appeals on September
22, 2004 and took the matters under submission.

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

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards Act ("FLSA") by failing to pay  maintenance  workers  overtime for all
hours worked in excess of forty per week. On March 5, 2004 the plaintiffs  filed
an amended  complaint  also  naming  NHP  Management  Company,  which is also an
affiliate of the General Partner. The complaint is styled as a Collective Action
under the FLSA and seeks to certify state  subclasses in  California,  Maryland,
and the District of Columbia.  Specifically,  the plaintiffs  contend that AIMCO
Properties L.P. failed to compensate maintenance workers for time that they were
required to be "on-call".  Additionally,  the complaint alleges AIMCO Properties
L.P. failed to comply with the FLSA in compensating maintenance workers for time
that they worked in responding to a call while  "on-call".  The defendants  have
filed an answer to the amended  complaint  denying the substantive  allegations.
Some discovery has taken place and settlement  negotiations  continue.  Although
the outcome of any  litigation is  uncertain,  AIMCO  Properties,  L.P. does not
believe that the ultimate  outcome  will have a material  adverse  effect on its
financial  condition or results of operations.  Similarly,  the General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.

ITEM 6.     Exhibits

            See Exhibit Index Attached.

<PAGE>

                                   SIGNATURES

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


                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


                                 By:      CONCAP EQUITIES, INC.
                                          General Partner

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

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

                                 Date:    November 12, 2004


<PAGE>


                                  EXHIBIT INDEX



S-K Reference                       Document Description

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

      10.1        Amended Loan Agreement dated November 15, 1990 (the "Effective
                  Date"), by and between the Partnership and EP (Incorporated by
                  reference to the Annual Report of Form 10-K for the year ended
                  December 31, 1990 ("1990 Annual Report")).

      10.2        Assumption  Agreement as of the Effective Date, by and between
                  EP and CCEP  (Incorporated  by  reference  to the 1990  Annual
                  Report).

      10.3        Assignment of Claims as of the Effective  Date, by and between
                  the Partnership and EP  (Incorporated by reference to the 1990
                  Annual Report).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.

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


<PAGE>



Exhibit 31.1
                                  CERTIFICATION

I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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


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

Date: November 12, 2004
                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of ConCap
                                    Equities, Inc., equivalent of the
                                    chief executive officer of the
                                    Partnership


<PAGE>


Exhibit 31.2
                                  CERTIFICATION
I, Stephen B. Waters, certify that:

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

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

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

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

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

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

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

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

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

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

Date: November 12, 2004
                                    /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President of ConCap
                                    Equities, Inc., equivalent of the
                                    chief financial officer of the
                                    Partnership


<PAGE>




Exhibit 32.1


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



In connection  with the Quarterly  Report on Form 10-Q of  Consolidated  Capital
Institutional  Properties (the  "Partnership"),  for the quarterly  period ended
September 30, 2004 as filed with the Securities  and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the chief
executive  officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the chief  financial  officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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

                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  November 12, 2004


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  November 12, 2004


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