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

                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

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

                                    Form 10-Q

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

                   For the quarterly period ended March 31, 2000


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


                For the transition period from _________to _________

                         Commission file number 0-10831

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
               (Exact name of registrant as specified in its charter)



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

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

                                 (864) 239-1000

                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No


                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                           CONSOLIDATED BALANCE SHEETS

                          (in thousands, except unit data)

                                                      March 31,    December 31,
                                                         2000          1999
                                                     (Unaudited)      (Note)
Assets

   Cash and cash equivalents                           $  6,063      $ 11,175
   Receivables and deposits                                 732         1,078
   Restricted escrows                                       531           600
   Other assets                                           2,078         1,641

   Investment in Master Loan                             67,756        67,865
      Less: allowance for impairment loss               (17,417)      (17,417)
                                                         50,339        50,448
   Investment properties:
      Land                                                3,564         3,564
      Building and related personal property             37,817        37,115
                                                         41,381        40,679
      Less:  accumulated depreciation                   (10,691)       (9,953)
                                                         30,690        30,726
                                                       $ 90,433      $ 95,668
Liabilities and Partners' (Deficit) Capital
Liabilities

   Accounts payable                                    $    213      $    108
   Tenant security deposit liabilities                      590           574
   Accrued property taxes                                    16            --
   Other liabilities                                        586           627
   Mortgage note payable                                 26,999        27,074
                                                         28,404        28,383
Partners' (Deficit) Capital

   General partner                                          (56)          (58)
   Limited partners (199,045.2 units issued and
      outstanding)                                       62,085        67,343
                                                         62,029        67,285
                                                       $ 90,433      $ 95,668

Note: The balance sheet at December 31, 1999,  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

b)

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                          (in thousands, except unit data)

                                                        Three Months Ended
                                                            March 31,
                                                         2000        1999
Revenues:
   Rental income                                       $ 2,587      $ 2,456
   Interest income on investment in
     Master Loan to affiliate                               --          800
   Interest income                                         114           72
   Other income                                            145          133
      Total revenues                                     2,846        3,461
Expenses:
   Operating                                             1,161        1,158
   Depreciation                                            738          574
   General and administrative                              100          116
   Property taxes                                          143          143
   Interest                                                479          471
      Total expenses                                     2,621        2,462

Net income                                             $   225      $   999

Net income allocated to general partner (1%)           $     2      $    10

Net income allocated to limited partners (99%)             223          989
                                                       $   225      $   999

Net income per limited partnership unit                $  1.12      $  4.97

Distributions per limited partnership unit             $ 27.54      $  9.29

            See Accompanying Notes to Consolidated Financial Statements


c)

                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)

                          (in thousands, except unit data)


<TABLE>
<CAPTION>

                                      Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners      Total

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

Partners' (deficit) capital
   at December 31, 1998              199,045.2      $   (96)     $ 86,230    $ 86,134

Distributions                               --           --        (1,850)     (1,850)

Net income for the three months
   ended March 31, 1999                     --           10           989         999

Partners' (deficit) capital
   at March 31, 1999                 199,045.2      $   (86)     $ 85,369    $ 85,283

Partners' (deficit) capital at
   December 31, 1999                 199,045.2          (58)     $ 67,343    $ 67,285

Distributions                               --           --        (5,481)     (5,481)

Net income for the three months
   ended March 31, 2000                     --            2           223         225

Partners' (deficit) capital at
   March 31, 2000                    199,045.2     $    (56)     $ 62,085    $ 62,029

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>



d)
                   CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                 (in thousands)

                                                          Three Months Ended
                                                               March 31,
                                                           2000         1999
Cash flows from operating activities:

  Net income                                               $  225      $   999
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                              767          604
   Change in accounts:
      Receivables and deposits                                346          388
      Other assets                                           (466)        (536)
      Accounts payable                                        105         (330)
      Tenant security deposit liabilities                      16           21
      Accrued property taxes                                   16          (46)
      Other liabilities                                       (41)        (106)
       Net cash provided by operating activities              968          994

Cash flows from investing activities:

  Net receipts from (deposits to) restricted escrows           69          (82)
  Property improvements and replacements                     (702)        (550)
  Principal receipts on Master Loan                           109          121
       Net cash used in investing activities                 (524)        (511)

Cash flows from financing activities:

  Distributions to partners                                (5,481)      (1,850)
  Payments on notes payable                                   (75)         (78)
  Loan costs paid                                              --           (8)
       Net cash used in financing activities               (5,556)      (1,936)

Net decrease in cash and cash equivalents                  (5,112)      (1,453)
Cash and cash equivalents at beginning of period           11,175        8,683
Cash and cash equivalents at end of period                $ 6,063     $  7,230

Supplemental disclosure of cash flow information:

  Cash paid for interest                                  $   464     $    461

            See Accompanying Notes to Consolidated Financial Statements

e)

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

Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 2000, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending  December 31, 2000.  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, 1999.

Principles of Consolidation

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

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the General Partner.  The General Partner does not believe that this transaction
has had or will have a material  effect on the  affairs  and  operations  of the
Partnership.

Note C - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the  Partnership.  The  following  payments  were paid to the  General
Partner  and its  affiliates  during the three  months  ended March 31, 2000 and
1999:

                                                                2000      1999
                                                                (in thousands)

 Property management fees (included in operating expenses)      $ 136     $ 133
 Reimbursement for services of affiliates (included in
  operating, and general and administrative expenses
  and investment properties)                                       54        69

During the three months ended March 31, 2000 and 1999, affiliates of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
properties for providing property  management  services.  The Registrant paid to
such affiliates  approximately  $136,000 and $133,000 for the three months ended
March 31, 2000 and 1999, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $54,000 and $69,000 for the
three months ended March 31, 2000 and 1999, respectively.

AIMCO and its affiliates  currently own 116,705.30 limited  partnership units in
the Partnership  representing 58.63% of the outstanding units. A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  58.63%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable to the interest of the General  Partner  because of their  affiliation
with the General Partner.

Note D - Net Investment in Master Loan

The Partnership was formed for the benefit of its limited partners to lend funds
to  Consolidated   Capital  Equity  Partners  ("CCEP"),   a  California  general
partnership.  The Partnership loaned funds to CCEP subject to a nonrecourse note
with a  participation  interest  (the "Master  Loan").  At March 31,  2000,  the
recorded  investment  in the Master Loan was  considered  to be  impaired  under
Statement of Financial  Accounting Standard No. 114 ("SFAS 114"),  Accounting by
Creditors for Impairment of a Loan. The  Partnership  measures the impairment of
the loan  based  upon the fair  value  of the  collateral  due to the fact  that
repayment of the loan is expected to be provided solely by the  collateral.  For
the three months ended March 31, 1999, the  Partnership  recorded  approximately
$800,000, of interest income based upon "Excess Cash Flow" generated (as defined
in the terms of the New Master Loan  Agreement).  There was no  interest  income
recorded for the three months ended March 31, 2000.

The  fair  value of the  collateral  properties  was  determined  using  the net
operating  income of the  collateral  properties  capitalized  at a rate  deemed
reasonable for the type of property adjusted for market conditions, the physical
condition of the property and other factors,  or by obtaining an appraisal by an
independent  third  party.  This  methodology  has not changed from that used in
prior  calculations  performed by the General  Partner in  determining  the fair
value of the  collateral  properties.  There was no change in the  provision for
impairment  loss for the three months ended March 31, 2000 and 1999. The General
Partner evaluates the net realizable value on a semi-annual basis.

Interest,  calculated on the accrual basis,  due to the Partnership  pursuant to
the terms of the Master Loan Agreement,  but not recognized in the  consolidated
statements  of  operations   due  to  the   impairment  of  the  loan,   totaled
approximately  $10,608,000  and  $9,293,000 for the three months ended March 31,
2000 and 1999, respectively.  Interest income is recognized on the cash basis as
allowed  under  SFAS  114.  At March 31,  2000,  and  December  31,  1999,  such
cumulative   unrecognized  interest  totaling  approximately   $277,469,000  and
$266,861,000  was not included in the balance of the  investment in Master Loan.
In  addition,  six of the  properties  are  collateralized  by  first  mortgages
totaling  approximately  $22,478,000  which are  superior  to the  Master  Loan.
Accordingly, this fact has been taken into consideration in determining the fair
value of the Master Loan.

During the three months ended March 31, 2000 and 1999, the Partnership  received
approximately $109,000 and $121,000  respectively,  in principal payments on the
Master Loan. This amount represents cash received on certain investments held by
CCEP,  which are required to be  transferred to the  Partnership  per the Master
Loan Agreement.

Note E - Commitment

The  Partnership is required by the  Partnership  Agreement to maintain  working
capital reserves for  contingencies of not less than 5% of Net Invested Capital,
as defined in the Partnership Agreement. In the event expenditures are made from
this  reserve,  operating  revenue  shall be allocated  to such  reserves to the
extent necessary to maintain the foregoing level.  Reserves,  including cash and
cash equivalents and tenant security deposits totaling approximately $6,653,000,
were greater than the reserve  requirement of approximately  $4,685,000 at March
31, 2000.

Note F - Distributions

Distributions  from surplus cash of  approximately  $5,481,000  were paid to the
limited partners ($27.54 per limited  partnership  unit) during the three months
ended  March 31,  2000.  During  the three  months  ended  March 31,  1999,  the
Partnership paid approximately  $1,850,000 in distributions from surplus cash to
the limited  partners ($9.29 per limited  partnership  unit).  Included in these
amounts are payments to the North Carolina Department of Revenue for withholding
taxes  related  to income  generated  by the  Registrant's  investment  property
located in that state.

Note G - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

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

Measurement of segment profit or 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  Partnership's  Annual  Report on Form 10-K for the year
ended December 31, 1999.

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

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

Segment  information for the three months ended March 31, 2000 and 1999 is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

                2000                Residential  Commercial    Other      Totals
  Rental income                       $ 2,210       $ 377       $ --     $ 2,587
  Interest income                           9            1       104         114
  Other income                             90           55        --         145
  Interest expense                        420           59        --         479
  Depreciation                            718           20        --         738
  General and administrative
    expense                                --           --       100         100
  Segment profit                          110          111         4         225
  Total assets                         33,688        2,317    54,428      90,433
  Capital expenditures for
    investment properties                694             8        --         702

               1999                 Residential  Commercial    Other      Totals
  Rental income                      $ 2,130       $ 326       $ --     $ 2,456
  Interest income                         10            1         61         72
  Other income                           109           24         --        133
  Interest income on investment
    in Master Loan                        --           --        800        800
  Interest expense                       412           59         --        471
  Depreciation                           561           13         --        574
  General and administrative
    expense                               --           --        116        116
  Segment profit                         203           51        745        999
  Total assets                        34,461        1,422     77,909    113,792
  Capital expenditures for
    investment properties                549            1         --        550

Note H - 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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   the  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the General  Partner filed a motion seeking  dismissal of the action.  In
lieu  of  responding  to the  motion,  the  plaintiffs  have  filed  an  amended
complaint.  The General Partner filed  demurrers to the amended  complaint which
were heard  February  1999.  Pending  the ruling on such  demurrers,  settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the General  Partner  and its  affiliates
terminated the proposed  settlement.  Certain  plaintiffs have filed a motion to
disqualify  some of the plaintiffs'  counsel in the action.  The General Partner
does not anticipate that costs associated with this case will be material to the
Partnership's overall operations.

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

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

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

The Partnership's investment properties consist of two properties,  The Loft and
The Sterling Apartment Homes and Commerce Center ("The Sterling").  The Sterling
is a multiple-use facility which consists of an apartment complex and commercial
space.  The following  table sets forth the average  occupancy of the properties
for the three months ended March 31, 2000 and 1999:

                                                   Average Occupancy

      Property                                      2000       1999

      The Loft Apartments                           94%        96%
        Raleigh, North Carolina

      The Sterling Apartment Homes                  91%        94%
      The Sterling Commerce Center                  88%        79%
        Philadelphia, Pennsylvania

The decrease in occupancy at The Sterling  Apartment  Homes is attributable to a
major  renovation  project which was  performed at the property  during the past
year to improve the curb appeal of the  property.  The  increase in occupancy at
the Sterling  Commerce  Center is  attributable  to major  capital  improvements
including  exterior  renovations,   elevator   rehabilitation  and  common  area
renovations which have been completed during the past year.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2000 was
approximately  $225,000  compared to a net income of approximately  $999,000 for
the  corresponding  period in 1999.  The  decrease  in net  income for the three
months ended March 31, 2000 as compared to the three months ended March 31, 1999
was primarily due to a decrease in total  revenues and, to a lesser  extent,  an
increase in total expenses. The decrease in total revenues is due primarily to a
decrease in interest  income  related to the Master  Loan,  which was  partially
offset by an increase in rental  income and  interest  income.  The  decrease in
interest  income  related to the Master  Loan is a factor of the method  used to
recognize  income.  Interest income is only recognized to the extent that actual
cash is received.  The receipt of cash is dependent  on the  corresponding  cash
flow of the  properties  which  secure  the  Master  Loan.  Cash  flow for these
properties  was lower for the three  months  ended March 31, 2000 as a result of
capital expenditures at the properties. The increase in rental income was due to
an increase in average rental rates at The Loft and The Sterling Apartment Homes
and to an increase in occupancy at The Sterling Commerce Center, which more than
offset the decrease in occupancy at The Loft and The Sterling  Apartment  Homes.
The  increase  in  interest  income is the  result of  increased  levels of cash
maintained in interest bearing accounts.

The  increase in total  expenses  for the three  months  ended March 31, 2000 is
primarily  due to an  increase in  depreciation  expense,  slightly  offset by a
decrease in general and administrative expenses.  Depreciation expense increased
due to major capital  improvements  and replacements at The Sterling during 1999
and 1998.  General and  administrative  expense  decreased  due to a decrease in
reimbursements to the General Partner for accountable administrative expenses.

Included  in general and  administrative  expenses  for the three month  periods
ended  March 31,  2000 and 1999 are  management  reimbursements  to the  General
Partner allowed under the Partnership Agreement.  In addition,  costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

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

Liquidity and Capital Resources

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $6,063,000 as compared to  approximately  $7,230,000 at March 31,
1999. Cash and cash equivalents decreased approximately $5,112,000 for the three
months ended March 31, 2000 from the Partnership's year ended December 31, 1999.
This decrease was primarily due to approximately  $5,556,000 of net cash used in
financing  activities and, to a lesser extent, to approximately  $524,000 of net
cash used in investing  activities  which was partially  offset by approximately
$968,000 of net cash  provided by operating  activities.  Cash used in investing
activities  consisted  primarily  of  property   improvements  and  replacements
partially  offset by principal  repayments  received on the Master Loan and, net
receipts from escrow accounts  maintained by the mortgage  lender.  Cash used in
financing  activities consisted primarily of distributions to partners and, to a
lesser  extent,  payments of principal  made on the  mortgages  encumbering  the
Registrant's properties.  The Registrant invests its working capital reserves in
money market accounts.

The  Partnership is required by the  Partnership  Agreement to maintain  working
capital reserves for  contingencies of not less than 5% of Net Invested Capital,
as defined  by the  Partnership  Agreement.  Reserves,  including  cash and cash
equivalents and tenant security deposits totaling approximately $6,653,000, were
greater than the reserve  requirement of  approximately  $4,685,000 at March 31,
2000.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the various  properties  to  adequately  maintain  the
physical  assets and other operating needs of the Partnership and to comply with
Federal,   state,  and  local,  legal  and  regulatory   requirements.   Capital
improvements planned for each of the Registrant's properties are detailed below.

The Loft

The Partnership has budgeted,  but is not limited to, approximately  $55,200 for
capital  improvements  during the current year  consisting of floor covering and
mini-blinds replacements,  appliances, HVAC condensing units, and water heaters.
During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately   $22,000  of  capital   improvements,   consisting  primarily  of
appliances,  floor  covering  replacement  and  mini-blind  replacements.  These
improvements were funded from cash flow.

The Sterling

The Partnership has budgeted,  but is not limited to,  approximately  $1,379,000
for capital  improvements  during the current  year  consisting  of  appliances,
cabinet replacements,  interior building  improvements,  electrical and plumbing
upgrades, and floor covering  replacements.  During the three months ended March
31,  2000,  the  Partnership   completed   approximately   $680,000  of  capital
improvements consisting primarily of plumbing and electrical upgrades, appliance
and cabinet replacements and interior building improvements.  These improvements
were funded primarily from cash flow and replacement reserves.

The  additional  capital  improvements  planned  for  2000 at the  Partnership's
properties will be made only to the extent of cash available from operations and
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Registrant's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $26,999,000 requires monthly payments of principal
and interest and balloon payments of approximately $3,903,000 and $19,975,000 on
December 1, 2005 and October 1, 2008,  respectively.  The General  Partner  will
attempt to refinance such indebtedness  and/or sell the properties prior to such
maturity date. If the  properties  cannot be refinanced or sold for a sufficient
amount, the Registrant may risk losing such properties through foreclosure.

Distributions  from surplus cash of  approximately  $5,481,000  were paid to the
limited partners ($27.54 per limited  partnership  unit) during the three months
ended  March 31,  2000.  During  the three  months  ended  March 31,  1999,  the
Partnership paid approximately  $1,850,000 in distributions from surplus cash to
the limited  partners ($9.29 per limited  partnership  unit).  Included in these
amounts are payments to the North Carolina Department of Revenue for withholding
taxes  related  to income  generated  by the  Registrant's  investment  property
located in that state.  The  Registrant's  distribution  policy is reviewed on a
semi-annual  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.  Furthermore,
cash reserves are subject to the requirement of the Partnership  Agreement which
requires that the  Partnership  maintain  reserves equal to 5% of Net Investment
Capital. There can be no assurance,  however, that the Partnership will generate
sufficient   funds  from   operations,   after   planned   capital   improvement
expenditures,  to  permit  further  distributions  to its  partners  during  the
remainder of 2000 or subsequent periods.

CCEP Property Operations

For the three months ended March 31, 2000, CCEP's net loss totaled approximately
$9,882,000  on total  revenues  of  approximately  $4,936,000.  CCEP  recognizes
interest expense on the Master Loan Agreement  obligation  according to the note
terms,  although  payments to the Partnership are required only to the extent of
Excess Cash Flow,  as defined  therein.  During the three months ended March 31,
2000 and 1999,  CCEP's  statement of operations  includes total interest expense
attributable  to the Master Loan of  approximately  $10,608,000  and $9,293,000,
respectively,  which represents interest accrued in excess of required payments.
CCEP is expected to  continue to generate  operating  losses as a result of such
interest accruals and noncash charges for depreciation.

During  the  three  months  ended  March  31,  2000,  the  Partnership  received
approximately  $109,000 in principal  payments on the Master Loan. These amounts
were  received  on  certain  investments  by  CCEP,  which  are  required  to be
transferred to the Partnership per the Master Loan Agreement.

Item 3.     Quantitative and Qualitative Disclosures about Market Risk

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

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on interest  rates at March 31,  2000, a 1% increase or decrease in market
interest rates would not have a material impact on the Partnership.

The following table  summarizes the  Partnership's  debt obligations at December
31, 1999.  The interest rates  represent the  weighted-average  rates.  The fair
value of the debt  obligations  approximate  the recorded  value as of March 31,
2000.

                      Principal Amount by Expected Maturity

                                             Fixed Rate Debt

                           Long-term Average Interest

                               Debt             Rate 6.86%
                                              (in thousands)

                               2000            $    222
                               2001                 323
                               2002                 346
                               2003                 371
                               2004                 393
                            Thereafter           25,344
                              Total            $ 26,999

                           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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   the  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including judicial dissolution of the Partnership. On June 25, 1998, the General
Partner filed a motion seeking dismissal of the action. In lieu of responding to
the motion, the plaintiffs have filed an amended complaint.  The General Partner
filed demurrers to the amended complaint which were heard February 1999. Pending
the ruling on such demurrers,  settlement negotiations commenced. On November 2,
1999,  the parties  executed and filed a  Stipulation  of  Settlement,  settling
claims,  subject to final court  approval,  on behalf of the Partnership and all
limited partners who own units as of November 3, 1999.  Preliminary  approval of
the  settlement  was obtained on November 3, 1999 from the Superior Court of the
State of  California,  County of San Mateo,  at which time the Court set a final
approval  hearing for December 10, 1999.  Prior to the December 10, 1999 hearing
the Court received various  objections to the settlement,  including a challenge
to the Court's preliminary  approval based upon the alleged lack of authority of
class  plaintiffs'  counsel to enter the  settlement.  On December 14, 1999, the
General Partner and its affiliates  terminated the proposed settlement.  Certain
plaintiffs have filed a motion to disqualify some of the plaintiffs'  counsel in
the action.  The General Partner does not anticipate that costs  associated with
this case will be material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  S-K Reference

                        Number            Description

                    27    Financial  Data  Schedule,  is filed as an  exhibit to
                          this report.

                    99.1  Consolidated Capital Equity Partners,  L.P., unaudited
                          financial  statements for the three months ended March
                          31, 2000 and 1999.

            b)    Reports on Form 8-K during the quarter ended March 31, 2000:

                  None.

                                   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.
                                         Its General Partner

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

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

                               Date:     May 15, 2000


                                  EXHIBIT 99.1

                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.


                    UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                           FOR THE THREE MONTHS ENDED

                             March 31, 2000 and 1999


                            EXHIBIT 99.1 (Continued)

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                           CONSOLIDATED BALANCE SHEETS

                          (in thousands, except unit data)

                                                       March 31,    December 31,
                                                          2000          1999
                                                      (Unaudited)      (Note)
Assets

   Cash and cash equivalents                          $  4,030      $   2,865
   Receivables and deposits                              1,083          1,359
   Restricted escrows                                      580            718
   Other assets                                            830            761
   Investment properties:
      Land                                               8,290          8,290
      Building and related personal property            86,906         85,969
                                                        95,196         94,259
      Less accumulated depreciation                    (72,907)       (71,592)
                                                        22,289         22,667
                                                     $  28,812      $  28,370
Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                  $     461      $     493
   Tenant security deposit liabilities                     489            466
   Accrued property taxes                                  411            435
   Other liabilities                                       491            555
   Mortgage notes                                       22,478         22,556
   Master loan and interest payable                    345,339        334,840
                                                       369,669        359,345
Partners' Deficit

   General partner                                      (3,409)        (3,310)
   Limited partners                                   (337,448)      (327,665)
                                                      (340,857)      (330,975)
                                                     $  28,812      $  28,370

Note: The balance sheet at December 31, 1999,  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


<PAGE>




                            EXHIBIT 99.1 (Continued)

b)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                   (in thousands)


                                                   Three Months Ended
                                                        March 31,
                                                    2000        1999
Revenues:                                                    (restated)

   Rental income                                  $  4,555   $  4,455
   Other income                                        381        381
      Total revenues                                 4,936      4,836
Expenses:
   Operating                                         1,999      2,045
   General and administrative                          161        138
   Depreciation                                      1,314      1,141
   Property taxes                                      326        289
   Interest                                         11,018     10,511
      Total expenses                                14,818     14,124

Loss from continuing operations                     (9,882)    (9,288)
Income from discontinued operations                     --         68
Net loss                                          $ (9,882)  $ (9,220)

Net loss allocated to general partner (1%)        $    (99)  $    (92)
Net loss allocated to limited partners (99%)        (9,783)    (9,128)
                                                  $ (9,882)  $ (9,220)

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                            EXHIBIT 99.1 (Continued)

c)

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

                                   (in thousands)


                                      General        Limited
                                      Partners       Partners        Total

Partners' deficit at
   December 31, 1998                 $ (3,108)      $(307,679)    $(310,787)

Net loss for the three months
   ended March 31, 1999                   (92)         (9,128)        (9,220)

Partners' deficit
   at March 31, 1999                 $ (3,200)      $(316,807)     $(320,007)

Partners' deficit

   at December 31, 1999              $ (3,310)      $(327,665)     $(330,975)
Net loss for the three months
   ended March 31, 2000                   (99)         (9,783)        (9,882)

Partners' deficit at
   March 31, 2000                    $ (3,409)      $(337,448)     $(340,857)

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                            EXHIBIT 99.1 (Continued)

d)
                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                                   (in thousands)

                                                            Three Months Ended
                                                                March 31,
                                                             2000        1999
Cash flows from operating activities:

  Net loss                                                 $ (9,882)   $ (9,220)
  Adjustments to reconcile net loss to net cash
   provided by operating activities:
   Depreciation and amortization                              1,336       1,352
  Change in accounts:
      Receivables and deposits                                  276         (77)
      Other assets                                              (90)       (103)
      Accounts payable                                          (32)       (148)
      Tenant security deposit liabilities                        23          20
      Accrued property taxes                                    (24)        102
      Other liabilities                                         (64)        (77)
      Accrued interest on Master Loan                        10,608       9,293
       Net cash provided by operating activities              2,151       1,142

Cash flows from investing activities:

  Property improvements and replacements                       (937)       (463)
  Lease commissions paid                                         --         (42)
  Net receipts from (deposits to) restricted escrows            138         (64)
       Net cash used in investing activities                   (799)       (569)

Cash flows from financing activities:

  Principal payments on Master Loan                            (109)       (121)
  Principal payments on notes payable                           (78)        (72)
       Net cash used in financing activities                   (187)       (193)

Net increase in cash and cash equivalents                     1,165         380
Cash and cash equivalents at beginning of period              2,865       1,992
Cash and cash equivalents at end of period                 $  4,030    $  2,372
Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $    391    $  1,197

            See Accompanying Notes to Consolidated Financial Statements

e)

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

Note A - Going Concern

The  Partnership's  financial  statements  have been prepared  assuming that the
Partnership will continue as a going concern. The Partnership continues to incur
operating losses, suffers from inadequate liquidity,  has an accumulated deficit
and is unable to repay the Master Loan balance,  which matures in November 2000.
The Partnership  realized a net loss of  approximately  $9,882,000 for the three
months ended March 31, 2000.  The General  Partner  expects the  Partnership  to
continue to incur such losses from  operations.  The Partnership  generated cash
from operations of approximately  $2,151,000 during the three months ended March
31,  2000;  however,  this was  primarily  the result of  accruing  interest  of
approximately $10,608,000 on its Master Loan indebtedness.

The  Partnership's  indebtedness to CCIP under the Master Loan of  approximately
$345,339,000,   including  accrued  interest,  matures  in  November  2000.  The
Partnership  has not received  notice as to the maturity of the Master Loan. The
holder of the note has two options,  which include foreclosing on the properties
that collateralize the Master Loan or extending the term of the note. Currently,
the Partnership  does not have the means with which to satisfy this  obligation.
No  other  sources  of  additional   financing  have  been   identified  by  the
Partnership,  nor does the  General  Partner  have any other plans to remedy the
liquidity problems the Partnership is currently experiencing. At March 31, 2000,
partners' deficit was approximately $340,857,000.

The General Partner expects revenues from the eleven investment  properties will
be  sufficient  over the next  twelve  months  to meet  all  property  operating
expenses,   mortgage   debt  service   requirements   and  capital   expenditure
requirements.  However,  these cash flows will be  insufficient to repay to CCIP
the Master Loan  balance,  including  accrued  interest,  in the event it is not
renegotiated.

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

Note B - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital Equity Partners,  L.P. ("CCEP" or the "Partnership")  have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  In the opinion of ConCap  Holdings,  Inc.  (the "General
Partner"),  all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three month period ended March 31, 2000, are not  necessarily  indicative of the
results that may be expected for the fiscal year ending December 31, 2000.

Certain  reclassifications  have been made to the 1999 information to conform to
the 2000 presentation.

Consolidation

As of December  31,  1998,  CCEP owned a 75%  interest in a limited  partnership
("Western  Can,  Ltd.")  which  owned  444 De Haro,  an office  building  in San
Francisco,  California.  No minority  interest  liability was  reflected,  as of
December 31, 1998, for the 25% minority interest because Western Can, Ltd. had a
net capital deficit and no minority  liability  existed with respect to CCEP. In
May 1999, a limited  partner in Western Can, Ltd.  withdrew in connection with a
settlement  with CCEP pursuant to which the partner was paid $1,350,000 by CCEP.
This settlement  effectively terminated Western Can Ltd. as CCEP became the sole
limited  partner.  CCEP's  investment  in Western Can, Ltd. is  consolidated  in
CCEP's financial statements. In September 1999, 444 DeHaro was sold (see "Note D
- Discontinued Segment").

Note C - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the General Partner.  The General Partner does not believe that this transaction
has had or will have a material  effect on the  affairs  and  operations  of the
Partnership.

Note D - Discontinued Segment

In September 1999, 444 De Haro located in San Francisco,  California was sold to
an unaffiliated  third party. 444 DeHaro was the only remaining  property in the
commercial  segment of the  Partnership.  Due to the sale of this property,  the
results of  operations  of the  property  have been  classified  as "Income from
Discontinued  Operations"  for the three  months  ended March 31, 2000 and 1999.
Revenues from 444 DeHaro were approximately  $511,000 for the three months ended
March 31,  1999.  No  revenues  from 444 DeHaro were  recorded  during the three
months ended March 31, 2000.

Note E - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the  Partnership.  The  following  payments  were made to the  General
Partner and affiliates during the three months ended March 31, 2000 and 1999:

                                                                2000      1999
                                                                (in thousands)

 Property management fees (included in operating expenses)      $ 250     $ 240
 Investment advisory fees (included in general
   and administrative expense)                                     45        43
 Reimbursement for services of affiliates (included in
   operating, general and administrative expenses
   and investment properties)                                      93        72

During the three months ended March 31, 2000 and 1999, affiliates of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
residential   properties  for  providing  property  management   services.   The
Partnership paid to such affiliates  approximately $250,000 and $240,000 for the
three months ended March 31, 2000 and 1999, respectively.

The Partnership is also subject to an Investment  Advisory Agreement between the
Partnership and an affiliate of the General Partner. This agreement provides for
an annual fee, payable in monthly  installments,  to an affiliate of the General
Partner  for  advising  and  consulting  services  for  CCEP's  properties.  The
Partnership  paid to such affiliates  approximately  $45,000 and $43,000 for the
three months ended March 31, 2000 and 1999, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $93,000 and $72,000 for the
three months ended March 31, 2000 and 1999, respectively.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received from  Consolidated  Capital
Institutional  Properties  ("CCIP")  pursuant to the Master Loan  Agreement (the
"Master  Loan"),  which is described more fully in the 1999 annual report.  Such
interest  payments  totaled  approximately  $800,000  for the three months ended
March 31,  1999.  There were no interest  payments  made during the three months
ended March 31, 2000. There were no advances on the Master Loan during the three
months  ended March 31, 2000 or 1999.  During the three  months  ended March 31,
2000 and 1999 CCEP paid  approximately  $109,000 and $121,000  respectively,  to
CCIP as  principal  payments on the Master  Loan.  These  amounts were from cash
received on certain investments by CCEP, which are required to be transferred to
CCIP as per the Master Loan Agreement.

Note F - Master Loan and Accrued Interest Payable

The Master Loan  principal and accrued  interest  payable  balances at March 31,
2000 and December 31, 1999, are  approximately  $345,339,000  and  $334,840,000,
respectively.

Terms of Master Loan Agreement

Under the terms of the Master Loan,  interest  accrues at a fluctuating rate per
annum  adjusted  annually  on  July  15 by the  percentage  change  in the  U.S.
Department of Commerce  Implicit Price  Deflator for the Gross National  Product
subject to an interest  rate ceiling of 12.5%.  Payments are  currently  payable
quarterly  in an amount equal to "Excess  Cash Flow",  generally  defined in the
Master Loan as net cash flow from operations after  third-party debt service and
capital  expenditures.  Any unpaid  interest is added to  principal,  compounded
annually,  and is payable at the loan's maturity. Any net proceeds from the sale
or refinancing  of any of CCEP's  properties are paid to CCIP under the terms of
the Master Loan Agreement.  The Master Loan Agreement  matures in November 2000.
The  Partnership  has not received notice as to the maturity of the Master Loan.
The  holder  of the  note  has two  options  which  include  foreclosing  on the
properties  that  collateralize  the Master Loan or  extending  the terms of the
note.

During the three months ended March 31, 2000, CCEP paid  approximately  $109,000
to CCIP as  principal  payments  on the Master  Loan.  This amount was from cash
received on certain investments by CCEP, which are required to be transferred to
CCIP per the Master  Loan  Agreement.  There were no advances on the Master Loan
for the three months ended March 31, 2000 or 1999.