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, 2001


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


                For the transition period from _________to _________

                         Commission file number 0-10831


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



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

                          55 Beattie Place, P.O. Box 1089
                        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___


<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
a)

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

<TABLE>
<CAPTION>

                                                            March 31,    December 31,
                                                               2001          2000
                                                           (Unaudited)      (Note)
Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                 $  3,515       $ 2,036
   Receivables and deposits                                       777           886
   Restricted escrows                                             358           453
   Other assets                                                 2,151         1,616

   Investment in Master Loan                                   27,446        34,231
      Less: Allowance for impairment loss                          --        (3,176)
                                                               27,446        31,055
   Investment properties:
      Land                                                      3,564         3,564
      Building and related personal property                   38,814        38,762
                                                               42,378        42,326
      Less:  Accumulated depreciation                         (13,764)      (12,989)
                                                               28,614        29,337
                                                             $ 62,861      $ 65,383
Liabilities and Partners' Capital
Liabilities
   Accounts payable                                          $    128      $    189
   Tenant security deposit liabilities                            674           675
   Accrued property taxes                                          24            --
   Other liabilities                                              884           741
   Mortgage notes payable                                      26,696        26,762
                                                               28,406        28,367
Partners' Capital
   General partner                                                170           118
   Limited partners (199,045.2 units issued and
      outstanding)                                             34,285        36,898
                                                               34,455        37,016
                                                             $ 62,861      $ 65,383

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


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




b)

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                   March 31,
                                                                2001        2000
Revenues:
<S>                                                           <C>         <C>
   Rental income                                              $ 2,805     $ 2,587
   Interest income on investment in
     Master Loan to affiliate                                   1,900          --
   Reduction of provision for impairment loss (Note C)          3,176          --
   Interest income                                                 41         114
   Other income                                                   229         145
      Total revenues                                            8,151       2,846
Expenses:
   Operating                                                    1,304       1,161
   Depreciation                                                   775         738
   General and administrative                                     171         100
   Property taxes                                                 210         143
   Interest                                                       485         479
      Total expenses                                            2,945       2,621

Net income                                                    $ 5,206     $   225

Net income allocated to general partner (1%)                  $    52     $     2

Net income allocated to limited partners (99%)                  5,154         223
                                                              $ 5,206     $   225

Net income per limited partnership unit                       $ 25.89     $  1.12

Distributions per limited partnership unit                    $ 39.02     $ 27.54


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


c)

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


<TABLE>
<CAPTION>

                                     Limited
                                     Partnership     General      Limited
                                        Units        Partner     Partners      Total

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

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

Distributions                               --           --        (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

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

Distributions                               --           --        (7,767)     (7,767)

Net income for the three months
   ended March 31, 2001                     --           52         5,154       5,206

Partners' capital at
   March 31, 2001                    199,045.2     $    170      $ 34,285    $ 34,455


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


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

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>           <C>
  Net income                                                    $ 5,206       $ 225
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation and amortization                                     806         767
   Reduction of provision of impairment loss                      (3,176)         --
   Change in accounts:
      Receivables and deposits                                       109         346
      Other assets                                                  (566)       (466)
      Accounts payable                                               (61)        105
      Tenant security deposit liabilities                             (1)         16
      Accrued property taxes                                          24          16
      Other liabilities                                              143         (41)
       Net cash provided by operating activities                   2,484         968

Cash flows from investing activities:
  Net withdrawals from restricted escrows                             95          69
  Property improvements and replacements                             (52)       (702)
  Principal receipts on Master Loan                                6,785         109
       Net cash provided by (used in) investing activities         6,828        (524)

Cash flows from financing activities:
  Distributions to partners                                       (7,767)     (5,481)
  Payments on mortgage notes payable                                 (66)        (75)
       Net cash used in financing activities                      (7,833)     (5,556)

Net increase (decrease) in cash and cash equivalents               1,479      (5,112)
Cash and cash equivalents at beginning of period                   2,036      11,175
Cash and cash equivalents at end of period                      $ 3,515      $ 6,063

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $   455      $   464



            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>







e)

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


Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital  Institutional  Properties (the "Partnership" or "Registrant") have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is ultimately  owned by Apartment  Investment  and  Management
Company ("AIMCO") a publicly traded real state investment trust, 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, 2001 are not  necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2001. For further  information,
refer to the consolidated financial statements and footnotes thereto included in
the Partnership's  Annual Report on Form 10-K for the fiscal year ended December
31, 2000.

Principles of Consolidation

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

Segment Reporting: Statement of Financial Accounting Standards ("SFAS") 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 establishes standards for related disclosures
about products and services,  geographic areas, and major customers.  (See "Note
F" for detailed disclosure of the Partnership's segments).


<PAGE>




Note B - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the  Partnership.  The  following  payments  were paid to the  General
Partner  and its  affiliates  during the three  months  ended March 31, 2001 and
2000:

                                                                  2001      2000
                                                                  (in thousands)

 Property management fees (included in operating expenses)       $ 153     $ 136
 Reimbursement for services of affiliates (included in
  operating and general and administrative expenses)               139        54

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from the Registrant's properties for providing property management services. The
Registrant paid to such affiliates  approximately  $153,000 and $136,000 for the
three months ended March 31, 2001 and 2000, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately $139,000 and $54,000 for the
three  months  ended March 31, 2001 and 2000,  respectively.  At March 31, 2001,
approximately   $26,000  of  these  fees  are  accrued  and  included  in  other
liabilities.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 125,940 limited  partnership  units
(the "Units") in the Partnership representing 63.27% 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,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 63.27% 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 its affiliation with
the General Partner.

Note C - Net Investment in Master Loan

The Partnership was formed for the benefit of its limited partners to lend funds
to  Consolidated   Capital  Equity  Partners  ("CCEP"),   a  California  general
partnership. The general partner of CCEP is an affiliate of the General Partner.
The  Partnership  loaned  funds to CCEP  subject  to a  nonrecourse  note with a
participation  interest  (the "Master  Loan").  At March 31, 2001,  the recorded
investment  in the Master  Loan was  considered  to be  impaired  under SFAS 114
"Accounting by Creditors for Impairment of a Loan". The Partnership measures the
impairment of the loan based upon the fair value of the collateral, as repayment
of the loan is expected to be provided solely by the  collateral.  For the three
months ended March 31, 2001, the Partnership recorded approximately  $1,900,000,
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.  The approximate $3,176,000 reduction in the
provision for impairment loss recognized during the three months ended March 31,
2000 is attributed to an increase in the net realizable  value of the collateral
properties  and to the  payment of  principal  of the Master Loan from the sales
proceeds of Magnolia Trace.  There was no change in the provision for impairment
loss during the three months ended March 31, 2000. The General Partner evaluates
the net realizable value on a semi-annual basis or as circumstance  dictate that
it should be analyzed.

Interest,  calculated on the accrual basis,  due to the Partnership  pursuant to
the terms of the Master Loan Agreement,  but not recognized in the  consolidated
statements  of  operations   due  to  the   impairment  of  the  loan,   totaled
approximately  $10,640,000  and $10,608,000 for the three months ended March 31,
2001 and 2000, respectively.  Interest income is recognized on the cash basis as
required by SFAS 114. At March 31, 2001 and December 31, 2000,  such  cumulative
unrecognized interest totaling  approximately  $315,002,000 and $306,262,000 was
not included in the balance of the investment in Master Loan. In addition,  nine
of the properties are collateralized by first mortgages  totaling  approximately
$55,762,000  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, 2001 and 2000, the Partnership  received
approximately $6,785,000 and $109,000 respectively, in principal payments on the
Master  Loan.  During  the three  months  ended  March 31,  2001,  approximately
$6,776,000  was received  representing  net  proceeds  from the sale of Magnolia
Trace.  Approximately  $9,000 and  $109,000 for the three months ended March 31,
2001 and 2000 respectively, represents cash received on certain investments held
by CCEP,  which are required to be transferred to the Partnership per the Master
Loan Agreement.

Note D - Commitment

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

Note E - Distributions

During the three months ended March 31, 2001, the Partnership paid approximately
$7,767,000 in  distributions  from surplus cash to the limited  partners ($39.02
per limited partnership unit).  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.  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.  Subsequent to March 31, 2001, the  Partnership  declared and paid a
distribution   from  operations  of  approximately   $2,597,000   (approximately
$2,571,000 paid to the limited partners or $12.92 per limited partnership unit).


<PAGE>




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 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, 2000.

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

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

Segment  information for the three months ended March 31, 2001 and 2000 is shown
in the tables below (in  thousands).  The "Other"  column  includes  Partnership
administration  related  items and  income  and  expense  not  allocated  to the
reportable segment.

<TABLE>
<CAPTION>

                2001                 Residential  Commercial     Other     Totals
<S>                                    <C>           <C>         <C>       <C>
Rental income                          $ 2,407       $ 398       $ --      $ 2,805
Interest income                             35            5          1          41
Other income                               155           74         --         229
Interest income on investment
   in Master Loan                           --           --      1,900       1,900
Reduction of provision for
  impairment loss                           --           --      3,176       3,176
Interest expense                           410           75         --         485
Depreciation                               752           23         --         775
General and administrative
  expense                                   --           --        171         171
Segment profit                             238           62      4,906       5,206
Total assets                            33,110        2,014    27,737       62,861
Capital expenditures for
  investment properties                     31           21         --          52
</TABLE>


<TABLE>
<CAPTION>

                2000                 Residential  Commercial     Other     Totals
<S>                                    <C>           <C>         <C>       <C>
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
</TABLE>

Note G - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  The demurrer is scheduled to be heard on May 14, 2001.  The
Court has also  scheduled  a hearing  on a motion  for class  certification  for
August 27, 2001.  Plaintiffs must file their motion for class  certification  no
later than June 15, 2001.  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.


<PAGE>




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

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

The  Partnership's  investment  properties  consist of two properties,  The Loft
Apartments  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, 2001
and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      The Loft Apartments                           90%        94%
        Raleigh, North Carolina

      The Sterling Apartment Homes                  95%        91%
      The Sterling Commerce Center                  90%        88%
        Philadelphia, Pennsylvania

The decrease in occupancy at The Loft Apartments is due to a weak economy in the
Raleigh  area.  The increase in occupancy  at The  Sterling  Apartment  Homes is
attributable to a major  renovation  project which was performed at the property
during the past year which has  improved  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,  2001 was
approximately  $5,206,000 compared to a net income of approximately $225,000 for
the  corresponding  period in 2000.  The  increase  in net  income for the three
months ended March 31, 2001 as compared to the three months ended March 31, 2000
was due to the $3,176,000  reduction of the provision for impairment loss on the
investment  in the  Master  Loan  recognized  due  to an  increase  in  the  net
realizable  value  of the  collateral  properties  and  due to  the  payment  of
principal  on the Master Loan from the sales  proceeds of  Magnolia  Trace.  The
General  Partner  evaluates the net realizable  value on a semi-annual  basis or
when circumstances  dictate that it should be analyzed.  The General Partner has
seen a  consistent  increase  in the  net  realizable  value  of the  collateral
properties, taken as a whole, over the past two years. The increase is deemed to
be attributable to major capital  improvement  projects and the concerted effort
to complete deferred  maintenance items that have been ongoing over the past few
years at the  properties.  This has enabled  the  properties  to increase  their
respective net realizable  values.  The vast majority of this work was funded by
cash flow from the  collateral  properties  themselves  as no amounts  have been
borrowed on the master loan or from other sources in the past few years in order
to fund such improvements.

Excluding the reduction of provision for impairment loss, the  partnership's net
income for the three  months  ended  March 31,  2001 and 2000 was  approximately
$2,030,000 and $225,000,  respectively. The increase in net income for the three
months ended March 31, 2001 was primarily  due to an increase in total  revenues
which  was  offset by an  increase  in total  expenses.  The  increase  in total
revenues is  partially  due to an increase  in  interest  income  related to the
Master  Loan and to  increases  in rental  revenue and other  income,  partially
offset by a decrease in interest income. The increase in interest income related
to the Master Loan is due to the  receipt of an interest  payment of excess cash
from the properties  securing the Master Loan. No such payment was made in 2000.
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.  The increase in rental revenue is due
to increases in cleaning and damage fees, lease cancellation fees, and Corporate
housing revenue at The Sterling  Commerce Center and Apartment  Homes.  Interest
income  decreased due to the release of the working capital reserve  requirement
(See Note D to the consolidated  financial  statements)  which resulted in lower
average cash balances in interest bearing accounts.

Total  expenses   increased  due  to  increases  in  operating,   property  tax,
depreciation  and  general  and  administrative  expenses.   Operating  expenses
increased due to increase in salaries and other benefits and utility expenses at
The Sterling,  offset by a decrease in  maintenance  expense at both  investment
properties.  Property  tax  increased  due  to  a  reassessment  by  the  taxing
authorities at The Lakes and The Sterling. Depreciation expense increased due to
the increase in capital improvements at The Sterling.

General and  administrative  expenses increased for the three months ended March
31, 2001 due to an increase in the costs of services  included in the management
reimbursements  to the General Partner allowed under the Partnership  Agreement.
In addition to these  reimbursements,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.

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,  2001,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $3,515,000 as compared to  approximately  $6,063,000 at March 31,
2000. Cash and cash equivalents increased approximately $1,479,000 for the three
months ended March 31, 2001 from the Partnership's year ended December 31, 2000.
This increase was primarily due to approximately $6,828,000 of net cash provided
by investing  activities  and, to a lesser extent,  approximately  $2,484,000 of
cash  provided  by  operating   activities   which  was   partially   offset  by
approximately $7,833,000 of cash used in financing activities.  Cash provided by
investing activities consisted primarily of principal repayments received on the
Master Loan and net withdrawals from escrow accounts  maintained by the mortgage
lender offset by property  improvements and replacement.  Cash used in financing
activities  consisted  primarily of  distributions  to partners and, to a lesser
extent,  principal  payments made on the mortgages  encumbering the Registrant's
properties.  The  Registrant  invests its working  capital  reserves in interest
bearing accounts.

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

The Loft

The Partnership has budgeted,  but is not limited to, approximately  $51,200 for
capital  improvements  during the current year  consisting of floor covering and
window dressing replacements,  air conditioning units and water heaters.  During
the three months ended March 31, 2001, the Partnership  completed  approximately
$21,000  of  capital  improvements,   consisting  primarily  of  floor  covering
replacements. These improvements were funded from operating cash flow.

The Sterling

The Partnership has budgeted,  but is not limited to,  approximately  $1,714,000
for capital  improvements  during the current  year  consisting  of  appliances,
structural  upgrades,  interior decoration,  recreational  facility upgrades and
floor covering  replacements.  During the three months ended March 31, 2001, the
Partnership completed  approximately $31,000 of capital improvements  consisting
primarily  of  interior  decoration  and  floor  covering  replacements.   These
improvements  were funded  primarily from  operating  cash flow and  replacement
reserves.

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

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness of approximately $26,696,000 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.

During the three months ended March 31, 2001, the Partnership paid approximately
$7,767,000 in  distributions  from surplus cash to the limited  partners ($39.02
per limited partnership unit).  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.  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.  Subsequent to March 31, 2001, the  Partnership  declared and paid a
distribution   from  operations  of  approximately   $2,597,000   (approximately
$2,571,000 paid to the limited partners or $12.92 per limited partnership unit).
The Registrant's  distribution  policy is reviewed on a quarterly basis.  Future
cash  distributions  will  depend  on the  levels  of net  cash  generated  from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,  refinancings, and/or property sales. There can be no assurance that
the Partnership will generate  sufficient  funds from operations,  after planned
capital  improvement  expenditures,  to  permit  further  distributions  to  its
partners during the remainder of 2001 or subsequent periods.

CCEP Property Operations

For the three months ended March 31, 2001, CCEP's net loss totaled approximately
$6,228,000  on total  revenues  of  approximately  $8,961,000.  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,
2001 and 2000,  CCEP's  statement of operations  includes total interest expense
attributable to the Master Loan of  approximately  $10,640,000 and  $10,608,000,
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, 2001, CCEP paid approximately $6,785,000
in principal payments on the Master Loan. These amounts were paid from the sales
proceeds of one of CCEP's  investment  properties and on certain  investments by
CCEP,  which are required to be  transferred to the  Partnership  per the Master
Loan Agreement.


<PAGE>


Item 3.     Quantitative and Qualitative Disclosures about Market Risk

The  Partnership  is exposed to market  risks  associated  with its Master Loan.
Receipts  (interest  income) on the Loan are based upon the  operations and cash
flow of the underlying investment properties that collateralize the Master Loan.
Both the income and expenses of operating the investment  properties are subject
to factors outside the Partnership's  control,  such as an oversupply of similar
properties resulting from overbuilding,  increases in unemployment or population
shifts, reduced availability of permanent mortgage financing,  changes in zoning
laws or changes in the patterns or needs of users. The investment properties are
also susceptible to the impact of economic and other  conditions  outside of the
control of the  Partnership  as well as being  affected by current trends in the
market area in which they operate.  In this regard,  the General  Partner of the
Partnership  closely monitors the performance of the properties  collateralizing
the loans.  Because the Master Loan is considered  impaired  under  Statement of
Financial  Accounting Standard No. 114,  "Accounting by Creditors for Impairment
of a Loan",  interest rate fluctuations do not offset the recognition of income,
as income is only recognized to the extent of cash flow. Therefore,  market risk
factors do not 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,  2001,  a 100  basis  point  increase  or
decrease  in  market  interest  rates  would not have a  material  impact on the
Partnership.

The following table summarizes the  Partnership's  debt obligations at March 31,
2001. The interest rates represent the weighted-average rates. The fair value of
the debt obligations approximated the recorded value as of March 31, 2001.

                      Principal Amount by Expected Maturity

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

                               2001            $    238
                               2002                 346
                               2003                 371
                               2004                 393
                               2005               4,320
                            Thereafter           21,028
                              Total            $ 26,696



<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. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   its  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  The demurrer is scheduled to be heard on May 14, 2001.  The
Court has also  scheduled  a hearing  on a motion  for class  certification  for
August 27, 2001.  Plaintiffs must file their motion for class  certification  no
later than June 15, 2001.  The General  Partner does not  anticipate  that costs
associated  with  this  case  will  be  material  to the  Partnership's  overall
operations.

<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  S-K Reference
                        Number            Description

                    99.1  Consolidated Capital Equity Partners,  L.P., unaudited
                          financial  statements for the three months ended March
                          31, 2001 and 2000.

            b)    Reports on Form 8-K during the quarter ended March 31, 2001:

                  None.


<PAGE>



                                   SIGNATURES



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



                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                                 By:     CONCAP EQUITIES, INC.
                                         General Partner

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

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

                                 Date:  May 15, 2001


<PAGE>







                                  EXHIBIT 99.1

                     CONSOLIDATED CAPITAL EQUITY PARTNERS, L.P.


                    UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

                           FOR THE THREE MONTHS ENDED

                             March 31, 2001 and 2000

<PAGE>




                            EXHIBIT 99.1 (Continued)

                         PART I - FINANCIAL INFORMATION

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

<TABLE>
<CAPTION>

                                                            March 31,    December 31,
                                                               2001          2000
                                                           (Unaudited)      (Note)
Assets
<S>                                                        <C>            <C>
   Cash and cash equivalents                               $  3,270       $  5,894
   Receivables and deposits                                     610            928
   Restricted escrows                                           878            767
   Other assets                                               1,772          1,634
   Investment properties:
      Land                                                    6,904          7,796
      Building and related personal property                 77,874         83,558
                                                             84,778         91,354
      Less accumulated depreciation                         (66,234)       (70,793)
                                                             18,544         20,561
                                                          $  25,074      $  29,784
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                       $     164      $     410
   Tenant security deposit liabilities                          505            485
   Accrued property taxes                                       368            218
   Other liabilities                                            523            586
   Mortgage notes                                            55,762         56,060
   Master loan and interest payable (Note D)                342,448        340,493
                                                            399,770        398,252
Partners' Deficit
   General partner                                           (3,747)        (3,685)
   Limited partners                                        (370,949)      (364,783)
                                                           (374,696)      (368,468)
                                                          $  25,074      $  29,784

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


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




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


                                                         Three Months Ended
                                                              March 31,
                                                          2001        2000
Revenues:
   Rental income                                        $  4,150   $  4,555
   Other income                                              434        381
   Gain on sale of investment property (Note E)            4,377         --
      Total revenues                                       8,961      4,936
Expenses:
   Operating                                               1,881      1,999
   General and administrative                                184        161
   Depreciation                                            1,051      1,314
   Property taxes                                            296        326
   Interest                                               11,777     11,018
      Total expenses                                      15,189     14,818

Net loss                                                $ (6,228)  $ (9,882)

Net loss allocated to general partner (1%)              $    (62)  $    (99)
Net loss allocated to limited partners (99%)              (6,166)    (9,783)
                                                        $ (6,228)  $ (9,882)


            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, 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)

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

Net loss for the three months
   ended March 31, 2001                   (62)         (6,166)        (6,228)

Partners' deficit at
   March 31, 2001                    $ (3,747)      $(370,949)     $(374,696)


            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


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

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2001        2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
  Net loss                                                      $ (6,228)    $ (9,882)
  Adjustments to reconcile net loss to net cash
   (used in) provided by operating activities:
   Depreciation and amortization                                   1,095        1,336
   Gain on sale of investment property                            (4,377)          --
   Change in accounts:
      Receivables and deposits                                       318          276
      Other assets                                                  (143)         (90)
      Accounts payable                                              (246)         (32)
      Tenant security deposit liabilities                             20           23
      Accrued property taxes                                         150          (24)
      Other liabilities                                              (63)         (64)
      Accrued interest on Master Loan                              8,740       10,608
       Net cash (used in) provided by operating activities          (734)       2,151

Cash flows from investing activities:
  Property improvements and replacements                            (676)        (937)
  Proceeds from sale of investment property                        6,019           --
  Net (deposits to) receipts from restricted escrows                (111)         138

       Net cash provided by (used in) investing activities         5,232         (799)

Cash flows from financing activities:
  Principal payments on Master Loan                               (6,785)        (109)
  Principal payments on notes payable                               (298)         (78)
  Loan costs paid                                                    (39)          --
       Net cash used in financing activities                      (7,122)        (187)

Net (decrease) increase in cash and cash equivalents              (2,624)       1,165
Cash and cash equivalents at beginning of period                   5,894        2,865
Cash and cash equivalents at end of period                      $  3,270     $  4,030
Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $  2,993     $    391


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>





e)

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


Note A - Going Concern

The  Partnership's  financial  statements  have been prepared  assuming that the
Partnership will continue as a going concern. The Partnership continues to incur
operating losses, suffers from inadequate liquidity,  has an accumulated deficit
and is unable to repay the Master Loan balance,  which matured in November 2000.
The Partnership  realized a net loss of  approximately  $6,228,000 for the three
months ended March 31, 2001.  The General  Partner  expects the  Partnership  to
continue  to incur  such  losses  from  operations.  The  Partnership  generated
negative cash from operations of approximately  $734,000 during the three months
ended March 31, 2001.

The Partnership's  indebtedness to Consolidated Capital Institutional Properties
("CCIP") under the Master Loan of approximately $342,448,000,  including accrued
interest,  matured in  November  2000.  The holder of the note has two  options,
which include  foreclosing on the properties that  collateralize the Master Loan
or extending the term of the note.  If CCIP were to foreclose on the  properties
securing the Master Loan, title in the properties owned by the Partnership would
be transferred to CCIP,  subject to existing liens on such properties  including
the first mortgage  loans.  As a result,  CCIP would become  responsible for the
operations of such  properties.  Currently,  the  Partnership  does not have the
means with which to satisfy  this  obligation.  No other  sources of  additional
financing have been identified by the Partnership,  nor does the General Partner
have any  other  plans to remedy  the  liquidity  problems  the  Partnership  is
currently  experiencing.  At March 31, 2001, partners' deficit was approximately
$374,696,000.

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

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

Note B - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital Equity Partners,  L.P. ("CCEP" or the "Partnership")  have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial  statements.  In the opinion of ConCap  Holdings,  Inc.  (the "General
Partner"),  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 month
period ended March 31, 2001, are not necessarily  indicative of the results that
may be expected for the fiscal year ending December 31, 2001.


<PAGE>






Note C - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) certain  payments to affiliates for
services and (ii)  reimbursement of certain  expenses  incurred by affiliates on
behalf of the  Partnership.  The  following  payments  were made to the  General
Partner and affiliates during the three months ended March 31, 2001 and 2000:

                                                                  2001      2000
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $ 230    $ 250
 Investment advisory fees (included in general
   and administrative expense)                                       63       45
 Reimbursement for services of affiliates (included in
   operating, general and administrative expenses
   and investment properties)                                        94       93

Affiliates of the General  Partner are 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  $230,000 and
$250,000 for the three months ended March 31, 2001 and 2000, 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  $63,000 and $45,000 for the
three months ended March 31, 2001 and 2000, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $94,000 and $93,000 for the
three months ended March 31, 2001 and 2000, respectively.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received  from CCIP  pursuant to the
Master Loan Agreement (the "Master Loan"),  which is described more fully in the
2000 annual report. Such interest payments totaled approximately  $1,900,000 for
the three  months  ended March 31, 2001.  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,  2001 or 2000.  During the three  months  ended March 31, 2001 and 2000 CCEP
paid approximately  $6,785,000 and $109,000  respectively,  to CCIP as principal
payments on the Master Loan.

Note D - Master Loan and Accrued Interest Payable

The Master Loan  principal and accrued  interest  payable  balances at March 31,
2001 and December 31, 2000, are  approximately  $342,448,000  and  $340,493,000,
respectively.

Terms of Master Loan Agreement

Under the terms of the Master Loan,  interest  accrues at a fluctuating rate per
annum  adjusted  annually  on  July  15 by the  percentage  change  in the  U.S.
Department of Commerce  Implicit Price  Deflator for the Gross National  Product
subject to an interest  rate ceiling of 12.5%.  Payments are  currently  payable
quarterly  in an amount equal to "Excess  Cash Flow",  generally  defined in the
Master Loan as net cash flow from operations after  third-party debt service and
capital  expenditures.  Any unpaid  interest is added to  principal,  compounded
annually,  and is payable at the loan's maturity. Any net proceeds from the sale
or refinancing  of any of CCEP's  properties are paid to CCIP under the terms of
the Master Loan Agreement.  The Master Loan Agreement  matured in November 2000.
The  holder  of the  note  has two  options  which  include  foreclosing  on the
properties  that  collateralize  the Master Loan or  extending  the terms of the
note.  If CCIP were to  foreclose on its  collateral,  CCEP would no longer hold
title to its properties and the Partnership would be dissolved.

During the three months ended March 31, 2001 and 2000,  CCEP paid  approximately
$6,785,000  and  $109,000,  respectively,  to CCIP as principal  payments on the
Master  Loan.  There were no advances  on the Master  Loan for the three  months
ended March 31, 2001 or 2000.

Note E - Sale of Property

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