March 27, 2000



United States

Securities and Exchange Commission
Washington, D.C.  20549


RE:   Consolidated Capital Growth Fund
      Form 10-KSB

      File No. 0-8639


To Whom it May Concern:

The  accompanying  Form 10-KSB for the year ended  December 31, 1999 describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,   which  would  have  been  expensed  under  the  old  policy.  The
Partnership believes that this accounting principle change is preferable because
it  provides a better  matching  of  expenses  with the  related  benefit of the
expenditures and it is consistent with industry practice and the policies of the
General Partner.

Please do not hesitate to contact the undersigned with any questions or comments
that you might have.

Very truly yours,



Stephen Waters
Real Estate Controller


<PAGE>




                  FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER

                               SECTION 13 OR 15(d)

                                   Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934 [No Fee Required]

                    For the fiscal year ended December 31, 1999

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 [No Fee Required]

                For the transition period from _________to _________

                          Commission file number 0-8639

                          CONSOLIDATED CAPTIAL GROWTH FUND
                   (Name of small business issuer in its charter)

         California                                             94-2382571
(State or other jurisdiction of                              (I.R.S.  Employer
incorporation or organization)                              Identification No.)

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

                    Issuer's telephone number (864) 239-1000

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                     Units of Limited Partnership Interests

                                (Title of class)

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___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB.

State issuer's revenues for its most recent fiscal year.  $11,713,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 1999. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None


                                     PART I

Item 1.  Description of Business

Consolidated  Capital  Growth  Fund  (the  "Partnership"  or  "Registrant")  was
organized on December  20, 1976 as a limited  partnership  under the  California
Uniform Limited  Partnership Act. The general partner responsible for management
of the Partnership's  business is ConCap Equities,  Inc., a Delaware corporation
(the  "General  Partner"  or "CEI").  The  General  Partner is a  subsidiary  of
Apartment  Investment  and  Management  Company  ("AIMCO").  (See  "Transfer  of
Control").  The  Partnership  Agreement  provides  that  the  Partnership  is to
terminate on December 31, 2006 unless terminated prior to such date.

The  Registrant  is engaged in the business of operating and holding real estate
properties for investment. Starting in 1977 through 1980, during its acquisition
phase, the Registrant acquired twenty-five  existing properties.  The Registrant
continues  to own and  operate  four of these  properties.  All but one of these
properties,  Breckinridge Square Apartments,  were previously sold and have been
reacquired by the  Partnership  after the borrowers were unable to perform under
the terms of their note agreements. See "Item 2. Description of Properties".

Commencing February 25, 1977, the Partnership offered pursuant to a Registration
Statement  filed with the  Securities  and Exchange  Commission  50,000 Units of
Limited  Partnership  interest (the  "Units") at a purchase  price of $1,000 per
unit.  The sale of Units closed on October 10,  1978,  with 49,196 Units sold at
$1,000 each, or gross proceeds of approximately  $49,196,000 to the Partnership.
Since its initial  offering,  the Registrant  has not received,  nor are limited
partners required to make, additional capital contributions.

Upon  the  Partnership's   formation  in  1976,  Consolidated  Capital  Equities
Corporation ("CCEC"), a Colorado corporation,  was the corporate general partner
and Consolidated  Capital Group ("CCG"), a California general  partnership,  was
the non-corporate  general partner.  In 1988,  through a series of transactions,
Southmark  Corporation  ("Southmark")  acquired controlling interest in CCEC. In
December  1988,  CCEC filed for  reorganization  under  Chapter 11 of the United
States  Bankruptcy  Code. In 1990, as part of CCEC's  reorganization  plan,  CEI
acquired  CCEC's general  partner  interests in the  Partnership and in 15 other
affiliated public limited  partnerships (the "Affiliated  Partnerships") and CEI
replaced CCEC as managing general partner in all 16 partnerships.  The selection
of CEI as the sole  managing  general  partner was approved by a majority of the
limited  partners in the Partnership and in each of the Affiliated  Partnerships
pursuant to a  solicitation  of the Limited  Partners  dated August 10, 1990. As
part of this  solicitation,  the Limited  Partners also approved an amendment to
the  Partnership  Agreement to limit changes of control of the  Partnership  and
approved conversion of the general partner interest of the non-corporate general
partner,  CCG, to that of a special limited partner  ("Special Limited Partner")
without  voting and  without  other  rights of a limited  partner  except to the
economic interest previously held as a general partner. Pursuant to an amendment
to the Partnership Agreement,  the non-corporate general partner interest of CCG
was  converted  to that of a Special  Limited  Partner  and CEI  became the sole
general partner of the Partnership on December 31, 1991.

The Registrant  has no employees.  Management  and  administrative  services are
performed by the General Partner and by agents retained by the General  Partner.
An affiliate of the General Partner has been providing such property  management
services.

Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand for similar  properties  resulting from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including  those which may be managed by an affiliate of the General  Partner in
such  market  area,  could have a material  effect on the rental  market for the
apartments at the Partnership's properties and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an  insignificant  percentage of total  apartment  units in the United
States and competition for the apartments is local.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial  Group,  Inc.  ("Insignia") and Insignia
Properties  Trust  ("IPT")  merged  into  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.


<PAGE>


Item 2.  Description of Properties:

The following table sets forth the Partnership's investment in properties:

<TABLE>
<CAPTION>


                                     Date of
Property                             Purchase        Type of Ownership         Use

<S>                                  <C>       <C>                         <C>

Breckinridge Square Apartments        10/78     Fee ownership, subject to   Apartment
  Louisville, Kentucky                          first mortgage              294 units

Churchill Park Apartments             05/90     Fee ownership, subject to   Apartment
  Louisville, Kentucky                          first mortgage              384 units

The Lakes Apartments                  05/88     Fee ownership, subject to   Apartment
  Raleigh, North Carolina                       first mortgage              600 units

Doral Springs Apartments
 (formerly Tahoe Springs)             11/87     Fee ownership, subject to   Apartment
  Miami, Florida                                first mortgage              368 units

</TABLE>

Schedule of Properties:

Set forth below for each of the  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                            Gross
                          Carrying   Accumulated                         Federal
Property                    Value   Depreciation     Rate    Method     Tax Basis
                              (in thousands)                         (in thousands)

<S>                       <C>           <C>       <C>          <C>       <C>
Breckinridge Square
  Apartments               $ 8,603     $ 6,411     5-22 yrs    S/L       $ 2,443
Churchill Park
  Apartments                 8,918       4,738     5-20 yrs    S/L         4,333
The Lakes Apartments        15,280       9,081     5-19 yrs    S/L         8,667
Doral Springs Apartments
 (formerly Tahoe Springs)   12,402       6,650     5-20 yrs    S/L         7,959

     Total                 $45,203     $26,880                           $23,402

</TABLE>

See  "Note  A" to the  financial  statements  included  in  "Item  7.  Financial
Statements" for a description of the Partnership's depreciation policy and "Note
H - Change in Accounting Principle".


<PAGE>


Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                           Principal                                      Principal
                           Balance At                                      Balance
                          December 31,  Interest   Period     Maturity     Due At
        Property              1999        Rate    Amortized    Date     Maturity (2)
                         (in thousands)                                 (in thousands)

<S>                          <C>          <C>        <C>      <C>          <C>
Breckinridge Square
 Apartments
  1st mortgage              $ 6,000       6.95%      (1)      12/1/05      $ 6,000

Churchill Park
 Apartments
  1st mortgage                 6,450      6.95%      (1)      12/1/05        6,450

The Lakes Apartments
  1st mortgage                12,240      6.95%      (1)      12/1/05       12,240

Doral Springs Apartments
(formerly Tahoe Springs)
  1st mortgage                 6,000      7.33%      (1)      11/1/03        6,000


      Total                 $ 30,690                                      $ 30,690

</TABLE>

(1)   Interest only payments

(2)   See "Item 7. Financial  Statements - Note C" for information  with respect
      to the  Registrant's  ability  to repay  these  loans and  other  specific
      details about the loans.

Rental Rates and Occupancy:

The following table sets forth the average annual rental rates and occupancy for
1999 and 1998 for each property.

<TABLE>
<CAPTION>

                                              Average Annual         Average Annual
                                               Rental Rates            Occupancy
                                                (per unit)
 Property                                    1999          1998      1999     1998

<S>                                         <C>           <C>        <C>     <C>

 Breckinridge Square Apartments             $7,663        $7,420      95%     91%

 Churchill Park Apartments                   7,034         6,797      96%     92%

 The Lakes Apartments                        7,292         7,182      92%     91%

 Doral Springs Apartments                    8,046         7,912      95%     93%
  (formerly Tahoe Springs)

</TABLE>

The General Partner attributes the increase in occupancy at Breckinridge  Square
Apartments  and  Churchill  Apartments to  aggressive  and  effective  marketing
campaigns during the latter part of 1998 and into 1999.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area. The General Partner believes that
all of the  properties  are  adequately  insured.  The  properties are apartment
complexes  which lease units for lease terms of one year or less. As of December
31, 1999, no tenant leases 10% or more of the available rental space. All of the
properties  are  in  good  condition,   subject  to  normal   depreciation   and
deterioration as is typical for assets of this type and age.

Real Estate Taxes and Rates:

Real estate taxes and rates in 1999 for each property were:

                                                 1999            1999
                                                Billing          Rate
                                             (in thousands)

Breckinridge Square Apartments                   $ 46            1.05%
Churchill Park Apartments                         101            0.90%
The Lakes Apartments                              170            1.33%
Doral Springs Apartments                          306            2.16%
 (formerly Tahoe Springs)

Capital Improvements:

Breckinridge Square Apartments: The Partnership completed approximately $455,000
in capital  expenditures  at Breckinridge  Square  Apartments as of December 31,
1999,  consisting  primarily of HVAC system upgrades,  parking lot improvements,
roof  improvements,  appliances,  electrical  improvements  and  floor  covering
replacements. These improvements were funded primarily from replacement reserves
and operations.  The Partnership is currently evaluating the capital improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $300 per unit or  $88,200.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Churchill Park Apartments:  The Partnership completed  approximately $389,000 in
capital  expenditures  at  Churchill  Park  Apartments  as of December 31, 1999,
consisting primarily of swimming pool improvements, electrical improvements, air
conditioning upgrades, appliances,  interior and exterior building improvements,
and floor covering  replacements.  These improvements were funded primarily from
replacement reserves and operations. The Partnership is currently evaluating the
capital  improvement  needs of the property for the upcoming  year.  The minimum
amount to be budgeted is  expected to be $300 per unit or  $115,200.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

The Lakes  Apartments:  The  Partnership  completed  approximately  $744,000  in
capital expenditures at The Lakes Apartments as of December 31, 1999, consisting
primarily of air conditioning upgrades, major landscaping, roof replacements and
floor  covering  replacements.  These  improvements  were funded  primarily from
replacement reserves and operations. The Partnership is currently evaluating the
capital  improvement  needs of the property for the upcoming  year.  The minimum
amount to be budgeted is  expected to be $300 per unit or  $180,000.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Doral Springs Apartments:  The Partnership completed  approximately  $394,000 in
capital  expenditures  at Doral  Springs  Apartments  as of December  31,  1999,
consisting primarily of swimming pool upgrades,  major landscaping,  parking lot
improvements,  appliances,  and floor covering replacements.  These improvements
were funded primarily from replacement reserves and operations.  The Partnership
is currently  evaluating the capital  improvement  needs of the property for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $110,400.  Additional  improvements  may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Item 3.  Legal Proceedings

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

Item 4.  Submission of Matters to a Vote of Security Holders

During the quarter ended December 31, 1999, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 49,196
limited partnership units aggregating $49,196,000. The Partnership currently has
2,331 holders of record  owning an aggregate of 49,196 Units.  Affiliates of the
General Partner owned 24,990.15  units or  approximately  50.80% at December 31,
1999.  No public  trading  market has  developed  for the  Units,  and it is not
anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 1998 and 1999, as well as for the subsequent period.

                                                Distributions

                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/98 - 12/31/98           $ 4,313,000 (1)          $76.77
       01/01/99 - 12/31/99             1,491,000 (2)           30.00
       01/01/00 - 03/01/00             1,010,000 (3)           20.33

(1)   Consists of $3,976,000  ($3,444,000 to the limited  partners or $70.00 per
      limited partnership unit) from surplus funds and $337,000 ($333,000 to the
      limited partners or $6.77 per limited  partnership  unit) from operations.
      These  amounts  included   $42,000  in  withholding   taxes  paid  by  the
      Partnership on behalf of the Partners.

(2)   Distribution was made from operations  ($1,476,000 to the limited partners
      or  $30.00  per  limited   partnership  unit),  and  includes  $26,000  in
      withholding taxes paid by the Partnership on behalf of the Partners.

(3)   Distribution was made from operations  ($1,000,000 to the limited partners
      or $20.33 per limited partnership unit).

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. The Partnership's distribution
policy is reviewed on a quarterly  basis.  There can be no  assurance,  however,
that the  Partnership  will generate  sufficient  funds from  operations,  after
required  capital  expenditures,  to permit any additional  distributions to its
partners in 2000 or subsequent periods. See "Item 2. Description of Properties -
Capital   Improvements"   for  information   relating  to  anticipated   capital
expenditures at the properties.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender offers,  AIMCO and its affiliates currently own 24,990.15
limited  partnership  interest  in the  Partnership  representing  approximately
50.80% of the  outstanding  units.  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.  Consequently,  AIMCO is in a position to
influence  all  voting  decisions  with  respect  to the  Registrant.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action with  respect to a variety of  matters.  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.


<PAGE>



Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB 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 operation.  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.

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  1999  was
approximately  $1,784,000 as compared to  approximately  $1,404,000 for the year
ended  December  31,  1998.  The increase in net income is due to an increase in
total revenues, which was partially offset by an increase in total expenses. The
increase in total revenues is attributable to an increase in rental income which
was  partially  offset by a decrease  in other  income.  The  increase in rental
income is primarily  attributable  to an increase in average rental rates and an
increase in occupancy at all four of the Partnership's properties.  The decrease
in other  income  is due  primarily  to lower  interest  income as a result of a
decrease in the average amount of interest  bearing cash balances as a result of
distributions paid during 1998 and 1999.

Total  expenses   increased   primarily  due  to  an  increase  in  general  and
administrative  expenses,  depreciation  expense  and  to a  lesser  extent,  an
increase in property tax expense.  These  increases were  partially  offset by a
decrease in operating  expense.  Operating  expense  decreased  primarily due to
decreases in maintenance and insurance  expenses.  Maintenance expense decreased
due to interior and exterior  building  improvements  which were incurred during
1998.  Insurance expense decreased at all four of the investment  properties due
to a change in the hazard  insurance  carrier  during the third quarter of 1998.
The  decrease  in  operating  expense  was  slightly  offset by an  increase  in
advertising   costs   incurred  to  increase   occupancy  at  all  four  of  the
Partnership's properties.  The increase in depreciation expense resulted from an
increase in capital improvements  performed at all of the investment  properties
during the past two years to improve the overall  appearance  and quality of the
properties.  The  increase  in  property  tax  expense is due to  increased  tax
billings  due to an  increase in the  assessed  value of the  properties  by the
taxing authorities for Doral Springs Apartments and Churchill Park Apartments.

General and administrative expenses increased due to Partnership management fees
paid as a result of the increase in  distributions  from  operations  in 1999 as
compared to 1998, as required by the Partnership Agreement.  Included in general
and  administrative  expense at both  December 31, 1999 and 1998 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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change  in 1999 was to
increase net income by  approximately  $128,000  ($2.58 per limited  partnership
unit). The cumulative effect, had this change been applied to prior periods,  is
not material.  The accounting  principle  change will not have an effect on cash
flow,  funds  available for  distribution or fees payable to the General Partner
and affiliates.

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 expense. 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  December  31,  1999,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $1,988,000  compared to  approximately  $968,000 at December  31,
1998. The increase in cash and cash equivalents of  approximately  $1,020,000 is
primarily  due  to  approximately  $4,159,000  of  cash  provided  by  operating
activities,  which was partially offset by approximately $1,648,000 of cash used
in investing  activities and approximately  $1,491,000 of cash used in financing
activities.   Cash  used  in   financing   activities   consisted   of   partner
distributions. Cash used in investing activities consisted primarily of property
improvements  and  replacements,  which was partially  offset by net withdrawals
from escrow accounts  maintained by the mortgage  lender and insurance  proceeds
received  as  a  result  of  hurricane  damage  at  The  Lakes  Apartments.  The
Partnership invests its working capital reserves in money market 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 investment  properties to adequately  maintain the
physical  assets and other  operating needs of the Registrant and to comply with
Federal,  state,  local, legal and regulatory  requirements.  The Partnership is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming year. The minimum amount to be budgeted is expected to be $300 per unit
or $493,800.  Additional  improvements  may be considered and will depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated cash flow generated by the properties.

The additional  capital  expenditures will be incurred only if cash is 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 Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  of  approximately   $30,690,000  requires  monthly  interest  only
payments. These notes require balloon payments on November 1, 2003, and December
1, 2005. The General Partner may 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 will risk losing such
properties through foreclosure.

During the year ended December 31, 1999,  cash  distributions  of  approximately
$1,491,000  ($1,476,000  of which was paid to the limited  partners,  $30.00 per
limited  partnership  unit)  were paid from  operations.  During  the year ended
December  31,  1998,  the  Partnership  distributed   approximately   $3,976,000
($3,444,000 to the limited partners or $70.00 per limited partnership unit) from
surplus funds and  approximately  $337,000  ($333,000 to the limited partners or
$6.77 per limited  partnership unit) from operations.  Payments were made by the
Partnership of $26,000 and $42,000 in 1999 and 1998, respectively,  to the North
Carolina Department of Revenue for withholding taxes related to income generated
by the  Partnership's  investment  properties  located  in these  states.  These
payments were treated as  distributions  to the partners and are included in the
distribution  amounts above.  Subsequent to December 31, 1999,  the  Partnership
declared and paid a distribution of approximately 1,010,000 ($1,000,000 of which
was paid to the  limited  partners,  $20.33 per limited  partnership  unit) from
operations.  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.  The  Registrant's
distribution policy is reviewed on a quarterly basis. There can be no assurance,
however,  that the Partnership  will generate  sufficient funds from operations,
after required capital expenditures,  to permit any additional  distributions to
its partners in 2000 or subsequent periods.

Year 2000 Compliance

General Description

The Year 2000 issue is the result of computer  programs  being written using two
digits rather than four digits to define the applicable year. The Partnership is
dependent  upon the  General  Partner  and its  affiliates  for  management  and
administrative services ("Managing Agent"). Any of the Managing Agent's computer
programs or hardware that had  date-sensitive  software or embedded  chips might
have  recognized  a date using "00" as the year 1900  rather than the year 2000.
This  could  have  resulted  in a  system  failure  or  miscalculations  causing
disruptions of operations,  including, among other things, a temporary inability
to process  transactions,  send invoices,  or engage in similar normal  business
activities.

Computer Hardware, Software and Operating Equipment

In 1999,  the Managing  Agent  completed  all phases of its Year 2000 program by
completing  the  replacement  and repair of any  hardware or software  system or
operating  equipment that was not yet Year 2000 compliant.  The Managing Agent's
hardware  and software  systems and its  operating  equipment  are now Year 2000
compliant.  No  material  failure or  erroneous  results  have  occurred  in the
Managing Agent's computer  applications  related to the failure to reference the
Year 2000 to date.


<PAGE>



Third Parties

To  date,  the  Managing  Agent  is not  aware of any  significant  supplier  or
subcontractor  (external agent) or financial institution of the Partnership that
has a Year 2000 issue that  would  have a material  impact on the  Partnership's
results of operations,  liquidity or capital  resources.  However,  the Managing
Agent  has no means of  ensuring  or  determining  the Year 2000  compliance  of
external  agents.  At this time, the Managing Agent does not believe that a Year
2000 issue of any  non-compliant  external agent will have a material  impact on
the Partnership's financial position or results of operations.

Costs

The total cost of the Managing Agent's Year 2000 project was approximately  $3.2
million and was funded from operating cash flows.

Risks Associated with the Year 2000

The Managing  Agent  completed all necessary  phases of its Year 2000 program in
1999,  and did not  experience  system or  equipment  malfunctions  related to a
failure to reference the Year 2000. The Managing  Agent or Partnership  have not
been  materially  adversely  effected by  disruptions  in the economy  generally
resulting from the Year 2000 issue.

At this  time,  the  Managing  Agent  does not  believe  that the  Partnership's
businesses,  results of  operations  or financial  condition  will be materially
adversely effected by the Year 2000 issue.

Contingency Plans Associated with the Year 2000

The  Managing  Agent has not had to implement  contingency  plans such as manual
workarounds or selecting new relationships for its banking or elevator operation
activities in order to avoid the Year 2000 issue.


<PAGE>


Item 7.  Financial Statements

CONSOLIDATED CAPTIAL GROWTH FUND

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 1999

      Statements of Operations - Years ended December 31, 1999 and 1998

      Statements  of Changes in  Partners'  Deficit - Years ended  December 31,
      1999 and 1998

      Statements of Cash Flows - Years ended December 31, 1999 and 1998

      Notes to Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors

The Partners
Consolidated Capital Growth Fund

We have audited the  accompanying  balance sheet of Consolidated  Capital Growth
Fund as of December 31, 1999, and the related statements of operations,  changes
in  partners'  deficit  and cash  flows for each of the two years in the  period
ended December 31, 1999. These financial  statements are the  responsibility  of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Consolidated  Capital Growth
Fund at December 31, 1999,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 1999,  in conformity
with accounting principles generally accepted in the United States.

As discussed in Note H to the financial statements,  the Partnership changed its
method of  accounting  to  capitalize  the cost of exterior  painting  and major
landscaping effective January 1, 1999.

                                                           /s/ ERNST & YOUNG LLP



Greenville, South Carolina
February 24, 2000


<PAGE>






                        CONSOLIDATED CAPITAL GROWTH FUND

                                  BALANCE SHEET

                        (in thousands, except unit data)

                                December 31, 1999
<TABLE>
<CAPTION>

Assets
<S>                                                         <C>          <C>

   Cash and cash equivalents                                              $  1,988
   Receivables and deposits                                                    394
   Restricted escrows                                                          359
   Other assets                                                                510
   Investment properties (Notes C and E):
      Land                                                   $  4,610
      Buildings and related personal property                  40,593
                                                               45,203
      Less accumulated depreciation                           (26,880)      18,323
                                                                          $ 21,574

Liabilities and Partners' Deficit
Liabilities

   Accounts payable                                                       $    267
   Tenant security deposit liabilities                                         241
   Accrued property taxes                                                       23
   Other liabilities                                                           434
   Mortgage notes payable (Note C)                                          30,690

Partners' Deficit

   General partner                                         $   (4,779)
   Limited partners (49,196 units issued and
      outstanding)                                             (5,302)     (10,081)

                                                                          $ 21,574
</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>



                        CONSOLIDATED CAPTIAL GROWTH FUND

                            STATEMENTS OF OPERATIONS

                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              1999         1998
<S>                                                          <C>         <C>

Revenues:
   Rental income                                             $11,066     $10,554
   Other income                                                  647         694

      Total revenues                                          11,713      11,248


Expenses:
   Operating                                                   4,294       4,564
   General and administrative                                    536         351
   Depreciation                                                2,227       2,098
   Interest                                                    2,234       2,234
   Property taxes                                                638         597

      Total expenses                                           9,929       9,844


Net income (Note F)                                          $ 1,784     $ 1,404


Net income allocated to general partner (1%)                 $    18     $    14

Net income allocated to limited partners (99%)                 1,766       1,390


                                                             $ 1,784     $ 1,404


Net income per limited partnership unit                      $ 35.90     $ 28.25


Distributions per limited partnership unit                   $ 30.00     $ 76.77

</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


                        CONSOLIDATED CAPTIAL GROWTH FUND

                    STATEMENT OF CHANGES IN PARTNERS' DEFICIT

                          (in thousands, except unit data)


<TABLE>
<CAPTION>
                                        Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                     <C>         <C>          <C>       <C>

Original capital contributions           49,196      $      1    $ 49,196   $ 49,197


Partners' deficit
   at December 31, 1997                  49,196      $ (4,260)   $ (3,205)  $ (7,465)

Distribution to partners                     --          (536)     (3,777)    (4,313)

Net income for the year ended
   December 31, 1998                         --            14       1,390      1,404

Partners' deficit at
   December 31, 1998                     49,196        (4,782)     (5,592)   (10,374)

Distribution to partners                     --           (15)     (1,476)    (1,491)

Net income for the year
   ended December 31, 1999                   --            18       1,766      1,784


Partners' deficit
   at December 31, 1999                  49,196      $ (4,779)   $ (5,302)  $(10,081)

</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>


                        CONSOLIDATED CAPITAL GROWTH FUND

                            STATEMENTS OF CASH FLOWS

                                   (in thousands)

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                  1999          1998

Cash flows from operating activities:
<S>                                                              <C>            <C>

    Net income                                                   $ 1,784       $ 1,404
   Adjustments to reconcile net income to
    net cash provided by operating activities:
      Depreciation                                                2,227         2,098
      Amortization of loan costs                                     78            78
      Loss on disposal of property                                   --            18
      Casualty gain                                                 (29)           --
      Bad debt                                                      123           158
      Changes in assets and liabilities:
        Receivables and deposits                                    131             4
        Other assets                                                (47)           17
        Accounts payable                                            103            34
        Tenant security deposit liabilities                         (70)           20
        Accrued property taxes                                     (152)           16
        Other liabilities                                            11            73

            Net cash provided by operating activities             4,159         3,920


Cash flows used in investing activities:

   Property improvements and replacements                        (1,982)       (1,090)
   Net withdrawals from (deposits to) restricted
     escrows                                                        286           (42)
   Insurance proceeds received                                       48            --

            Net cash used in investing activities                (1,648)       (1,132)

Cash flows used in financing activities:

   Distributions to partners                                     (1,491)       (4,313)

            Net cash used in financing activities                (1,491)       (4,313)

Net increase (decrease) in cash and cash equivalents              1,020        (1,525)

Cash and cash equivalents at beginning of period                    968         2,493

Cash and cash equivalents at end of period                      $ 1,988       $   968

Supplemental disclosure of cash flow information:

   Cash paid for interest                                       $ 2,156       $ 2,156

</TABLE>

                   See Accompanying Notes to Financial Statements


<PAGE>








                        CONSOLIDATED CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 1999

Note A - Organization and Significant Accounting Policies

Organization:   Consolidated   Capital   Growth  Fund  (the   "Partnership"   or
"Registrant") was organized on December 20, 1976 as a limited  partnership under
the California Uniform Limited  Partnership Act. The general partner responsible
for  management  of the  Partnership's  business  is ConCap  Equities,  Inc.,  a
Delaware  corporation (the "General Partner" or "CEI"). The General Partner is a
subsidiary of Apartment Investment and Management Company ("AIMCO"). See "Note B
- Transfer of Control".  The  director and officers of the General  Partner also
serve as executive  officers of AIMCO. The Partnership  Agreement  provides that
the Partnership is to terminate on December 31, 2006 unless  terminated prior to
such date.  The  Partnership  commenced  operations  in 1977 and  completed  its
acquisition  of apartment  properties  in 1980.  The  Partnership  operates four
apartment properties located in the southern United States.

Uses of Estimates:  The  preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash  Equivalents:  Includes cash on hand and in banks and money market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.

Restricted Escrows:

      Replacement  Reserve  Account  - At the  time of the  December  15,  1995,
refinancing,  approximately  $357,000  of the  proceeds  were  designated  for a
"replacement  reserve fund" for certain capital  replacements (as defined in the
Replacement Reserve Agreement) at Breckinridge Square Apartments, Churchill Park
Apartments,  and The Lakes  Apartments.  At December 31,  1999,  the balance was
approximately $359,000.

      Repair Escrow Account - In addition to the  Replacement  Reserve  Account,
approximately $542,000 of the refinancing proceeds were designated for a "repair
escrow"  to  cover  necessary  repairs  and  replacements  to  be  completed  at
Breckinridge  Square  Apartments,  Churchill  Park  Apartments,  and  The  Lakes
Apartments within one year of closing. Additionally, at the time of the November
13, 1996,  financing of Doral Springs Apartments,  approximately  $58,000 of the
proceeds were also designated for a "repair  escrow".  During 1999 the remaining
balance in this account was returned to the  properties as all required  capital
improvements had been completed.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after March 15, 1984,  and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
additions  over 27 1/2 years and (2) personal  property  additions  over 5 to 15
years.

Effective  January 1, 1999 the Partnership  changed its method to capitalize the
cost of exterior painting and major landscaping (see Note H).

Loan Costs: Loan costs of approximately $695,000, less accumulated  amortization
of  approximately  $292,000 are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  The security  deposits are refunded when the tenant
vacates,  provided  the tenant has not  damaged  its space and is current on its
rental payments.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In addition,
the General Partner's policy is to offer rental concessions during  particularly
slow months or in response to heavy  competition from other similar complexes in
the area. Concessions are charged against rental income as incurred.

Partners' Capital (Deficit):  The Limited  Partnership  Agreement  ("Agreement")
provides that net income and net losses from  operations  for both financial and
tax reporting  purposes shall be allocated 99% to the Limited Partners and 1% to
the General Partner.  Net income per limited  partnership unit for both 1999 and
1998 was computed as 99% of net income divided by 49,196 units outstanding.

All  distributions  other than Surplus  Funds  distributions  (as defined in the
Agreement)  are  allocated  99% to the  Limited  Partners  and 1% to the General
Partner.  Distributions  of Surplus  Funds were  allocated  100% to the  Limited
Partners  until 1986 when the Limited  Partners  had  received a return of their
capital  contributions plus a 10% cumulative return.  Pursuant to the provisions
of the Agreement,  the General  Partner has been entitled to 14% of Surplus Fund
distributions  since 1986.  However,  in connection with a settlement  agreement
between CEI and two affiliated partnerships,  a portion of the General Partner's
interest in the Partnership was assigned to the two affiliated partnerships. The
two affiliated  partnerships received distributions of approximately $12,000 and
$424,000 from the Partnership during 1999 and 1998, respectively.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 1998 and 1999, as well as for the subsequent period.

                                                Distributions

                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/98 - 12/31/98           $ 4,313,000 (1)          $76.77
       01/01/99 - 12/31/99             1,491,000 (2)           30.00
       01/01/00 - 03/01/00             1,010,000 (3)           20.33

(1)   Consists of $3,976,000  ($3,444,000 to the limited  partners or $70.00 per
      limited partnership unit) from surplus funds and $337,000 ($333,000 to the
      limited partners or $6.77 per limited  partnership  unit) from operations.
      These  amounts  included   $42,000  in  withholding   taxes  paid  by  the
      Partnership on behalf of the Partners.

(2)   Distribution was made from operations  ($1,476,000 to the limited partners
      or  $30.00  per  limited   partnership   unit)  and  includes  $26,000  in
      withholding taxes paid by the Partnership on behalf of the Partners.

(3)   Distribution was made from operations  ($1,000,000 to the limited partners
      or $20.33 per limited partnership unit).

Investment Properties: Investment properties consist of four apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. In accordance with Statement of Financial  Accounting Standards ("SFAS")
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to Be  Disposed  Of",  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
Costs of apartment  properties  that have been  permanently  impaired  have been
written down to appraised  value.  No  adjustments  for impairment of value were
recorded in the years ended December 31, 1999 and 1998.

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

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $181,000  and $127,000 for the years ended
December 31, 1999 and 1998,  respectively,  were charged to operating expense as
incurred.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the  carrying  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value due to the short  term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting  the scheduled loan payments to maturity  approximates  its carrying
balance.

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 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.


<PAGE>


Note C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                            Principal     Monthly                           Principal
                           Balance At     Payment     Stated                 Balance
                          December 31,   Including   Interest   Maturity      Due At
        Property              1999        Interest     Rate       Date       Maturity
                                (in thousands)                            (in thousands)
<S>                           <C>            <C>       <C>       <C>        <C>

Breckinridge Square
 Apartments
  1st mortgage               $ 6,000        $ 35       6.95%     12/1/05     $ 6,000

Churchill Park
 Apartments
  1st mortgage                 6,450          37       6.95%     12/1/05        6,450

The Lakes Apartments
  1st mortgage                12,240          71       6.95%     12/1/05       12,240

Doral Springs Apartments
(formerly Tahoe Springs)
  1st mortgage                 6,000          37       7.33%     11/1/03        6,000

      Total                 $ 30,690        $180                             $ 30,690

</TABLE>

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's  rental  properties  and by pledge of revenues from the respective
rental  properties.  Certain of the notes impose prepayment  penalties if repaid
prior to maturity  and  prohibit  resale of the  properties  subject to existing
indebtedness.

Note D - Transactions with Affiliated Parties

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  amounts were paid or accrued to the
General  Partner and  affiliates  during the years ended  December  31, 1999 and
1998:

                                                              1999       1998
                                                              (in thousands)

   Property management fees (included in
     operating expense)                                      $ 598      $ 572

   Reimbursement for services of affiliates (included in
     investment properties, operating expense and
     general and administrative expense)                       229        198

   Partnership management fees (included in general and
     administrative expense)                                   131         30

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $598,000 and $572,000 for the
years ended December 31, 1999 and 1998, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $229,000 and $198,000 for the
years ended December 31, 1999 and 1998, respectively.

The  Partnership  Agreement  provides  for  a fee  equal  to  9%  of  the  total
distributions   made  to  the  limited   partners   from  "cash   available  for
distribution"  (as defined in the  Agreement) to be paid to the General  Partner
for executive and  administrative  management  services.  During the years ended
December 31, 1999 and 1998, the General Partner  received  $131,000 and $30,000,
respectively, for providing these services.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender offers,  AIMCO and its affiliates currently own 24,990.15
of limited partnership  interest in the Partnership  representing  approximately
50.80% of the  outstanding  units.  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.  Consequently,  AIMCO is in a position to
influence  all  voting  decisions  with  respect  to the  Registrant.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action with  respect to a variety of  matters.  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.


<PAGE>


Note E - Investment Properties and Accumulated Depreciation

                                                     Initial Cost
                                                    To Partnership
                                                    (in thousands)

<TABLE>
<CAPTION>

                                                             Buildings           Cost
                                                            and Related       Capitalized
                                                              Personal       Subsequent to
        Description            Encumbrances       Land        Property        Acquisition
                               (in thousands)                                (in thousands)

<S>                             <C>              <C>          <C>              <C>

Breckinridge Square
 Apartments
  Louisville, Kentucky          $ 6,000         $   641       $ 4,720          $ 3,242
Churchill Park Apartments
  Louisville, Kentucky            6,450             566         6,510            1,842
The Lakes Apartments
  Raleigh, North Carolina        12,240             946         9,605            4,729
Doral Springs Apartments
(formerly Tahoe Springs)
  Miami, Florida                  6,000           2,848         8,492            1,062


Totals                          $30,690         $ 5,001       $29,327          $10,875

</TABLE>


<TABLE>
<CAPTION>

                           Gross Amount At Which
                                  Carried
                            At December 31, 1999
                               (in thousands)

                               Buildings
                              And Related
                                Personal          Accumulated     Date of       Date    Depreciable
      Description        Land   Property   Total  Depreciation  Construction  Acquired  Life-Years
                                                 (in thousands)
<S>                      <C>        <C>   <C>      <C>              <C>         <C>         <C>

Breckinridge Square
 Apartments
  Louisville, Kentucky  $  641    $7,962  $ 8,603   $6,411          1971        10/78      5-22


ChurchillPark
Apartments
  Louisville, Kentucky     566     8,352    8,918    4,738          1970        05/90      5-20


The Lakes Apartments
  Raleigh, North           946    14,334   15,280    9,081          1973        05/88      5-19
Carolina

Doral Springs
Apartments
 (formerly Tahoe
Springs)
  Miami, Florida         2,457     9,945   12,402    6,650      1972 - 1975     11/87      5-20


  Totals                $4,610   $40,593  $45,203  $26,880
</TABLE>

Reconciliation of "Investment Properties and Accumulated Depreciation":


                                           Years Ended December 31,
                                             1999             1998
                                                (in thousands)
Real Estate
Balance at beginning of year               $43,307          $42,258
Property improvements                        1,982            1,090
Disposals of property                          (86)             (41)
Balance at end of Year                     $45,203          $43,307
Accumulated Depreciation
Balance at beginning of year               $24,705          $22,630
Additions charged to expense                 2,227            2,098
Disposals of property                          (52)             (23)
Balance at end of year                     $26,880          $24,705

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  1999 and 1998,  is  approximately  $42,596,000  and  $40,656,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 1999 and 1998, is approximately $19,194,000 and $17,390,000.

Note F - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly,  no provision for income taxes is made in the financial  statements
of the Partnership. Taxable income or loss of the Partnership is reported in the
income tax returns of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                          1999          1998


Net income as reported                  $1,784        $1,404
Add (deduct):
     Fixed asset write-offs and
      casualty gain                        (29)           19
     Depreciation differences              418           457
     Prepaid rent                          (41)           14
     Other                                  19            28

Federal taxable income                  $2,151        $1,922

Federal taxable income per
     limited partnership unit           $43.28        $38.68

The tax basis of the  Partnership's  assets  and  liabilities  is  approximately
$10,959,000 greater than the assets and liabilities as reported in the financial
statements.

Note G - Segment Reporting

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

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's  residential  property segment consist of four apartment complexes
located in Florida,  Kentucky (2), and North  Carolina.  The  Partnership  rents
apartment units to tenants for terms that are typically twelve months or less.

Measurement of segment profit or loss:

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

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

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment  information  for the years 1999 and 1998 is shown in the tables  below.
The "Other" column includes partnership  administration related items and income
and expense not allocated to the reportable segment.

                 1999

                                        Residential     Other     Totals
                                                  (in thousands)
Rental income                             $11,066       $ --      $11,066
Other income                                  628           19        647
Interest expense                            2,234           --      2,234
Depreciation                                2,227           --      2,227
General and administrative expense             --          536        536
Segment profit (loss)                       2,301         (517)     1,784
Total assets                               21,375          199     21,574
Capital expenditures for investment
 properties                                 1,982           --      1,982

                  1998

                                         Residential    Other      Totals
                                                  (in thousands)
Rental income                              $10,554       $ --     $10,554
Other income                                   582         112        694
Interest expense                             2,234          --      2,234
Depreciation                                 2,098          --      2,098
General and administrative expense              --         351        351
Segment profit (loss)                        1,643        (239)     1,404
Total assets                                20,775         614     21,389
Capital expenditures for investment
 properties                                  1,090          --      1,090

Note H - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior  painting and major landscaping on a prospective
basis.  The  Partnership  believes  that  this  accounting  principle  change is
preferable  because it provides a better  matching of expenses  with the related
benefit of the expenditures and it is consistent with industry  practice and the
policies  of the  General  Partner.  The  effect  of the  change  in 1999 was to
increase net income by  approximately  $128,000  ($2.58 per limited  partnership
unit). The cumulative effect, had this change been applied to prior periods,  is
not material.  The accounting  principle  change will not have an effect on cash
flow,  funds  available for  distribution or fees payable to the General Partner
and affiliates.


<PAGE>





Item 8.     Changes  in  and  Disagreements  with  Accountants  on  Accounting
            and Financial Disclosure

            None.


<PAGE>



                                    PART III

Item 9.     Directors, Executive  Officers,  Promoters  and  Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

The  Registrant  has no officers  or  directors.  The General  Partner is ConCap
Equities,  Inc.  The names and ages of, as well as the position and offices held
by, the present  executive  officers and director of the General Partner are set
forth below. There are no family relationships  between or among any officers or
directors.

Name                        Age    Position

Patrick J. Foye              42    Executive Vice President and Director

Martha L. Long               40    Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998.  Prior to joining AIMCO,  Mr. Foye was a partner in the
law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's  Brussels,  Budapest and Moscow offices from 1992
through  1994.  Mr.  Foye is also  Deputy  Chairman  of the  Long  Island  Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A.  from Fordham  College and a J.D.  from Fordham  University  Law
School.

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner and AIMCO since October 1998, as a result of the acquisition of Insignia
Financial Group,  Inc. From June 1994 until January 1997, she was the Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

Based solely upon a review of Forms 3 and 4 and amendments  thereto furnished to
the Registrant  under Rule 16a-3(e) during the  Registrant's  most recent fiscal
year and Forms 5 and amendments thereto furnished to the Registrant with respect
to its most recent  fiscal year,  the  Registrant  is not aware of any director,
officer,  beneficial  owner of more than ten  percent  of the  units of  limited
partnership interest in the Registrant that failed to file on a timely basis, as
disclosed in the above Forms,  reports required by section 16(a) of the Exchange
Act during the most recent  fiscal year or prior fiscal years except as follows:
AIMCO and its joint  filers  failed to timely file a Form 4 with  respect to its
acquisition of Units.

Item 10. Executive Compensation

None  of  the  directors  and  officers  of the  General  Partner  received  any
remuneration from the Registrant.


<PAGE>



Item 11. Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners

Except as noted below, no person or entity was known by the Registrant to own of
record or  beneficially  more than 5% of the  Limited  Partnership  Units of the
Registrant as of December 31, 1999.

Entity                                  Number of Units      Percentage

AIMCO Properties, LP                        2,989.50            6.08%
 (an affiliate of AIMCO)
Madison River Properties LLC                2,690.00            5.47%
 (an affiliate of AIMCO)
Insignia Properties LP                     19,310.65           39.25%
 (an affiliate of AIMCO)

Insignia  Properties,  L.P.  and Madison  River  Properties  LLC are  indirectly
ultimately  owned  by  AIMCO.  Their  business  address  is  55  Beattie  Place,
Greenville, SC 29602.

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, CO 80222.

(b)  Beneficial Owners of Management

No director or officer of the General  Partner owns any units of the Partnership
of record or beneficially.

(c)  Change in Control

      Beneficial Owners of CEI

As of December  31,  1999,  an  affiliate  of the  General  Partner was the sole
shareholder of its common stock:

                                             Number of         Percent
            Name and Address                   Units           Of Total

          Insignia Properties Trust
           55 Beattie Place
           Greenville, SC 29602               100,000           100%



<PAGE>



Item 12. Certain Relationships and Related 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  amounts were paid or accrued to the
General  Partner and  affiliates  during the years ended  December  31, 1999 and
1998:

                                                              1999       1998
                                                              (in thousands)

   Property management fees                                  $ 598      $ 572
   Reimbursement for services of affiliates                    229        198
   Partnership management fees                                 131         30

During the years ended  December  31, 1999 and 1998,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's   properties  for  providing  property  management  services.   The
Registrant paid to such affiliates  approximately  $598,000 and $572,000 for the
years ended December 31, 1999 and 1998, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $229,000 and $198,000 for the
years ended December 31, 1999 and 1998, respectively.

The  Partnership  Agreement  provides  for  a fee  equal  to  9%  of  the  total
distributions   made  to  the  limited   partners   from  "cash   available  for
distribution"  to the limited  partners (as defined in the Agreement) to be paid
to the General  Partner for executive and  administrative  management  services.
During the years ended December 31, 1999 and 1998, the General Partner  received
$131,000 and $30,000, respectively, for providing these services.

Several tender offers were made by various parties,  including affiliates of the
General Partner,  during the fiscal years ended December 31, 1999 and 1998. As a
result of these tender offers,  AIMCO and its affiliates currently own 24,990.15
limited  partnership  interest  in the  Partnership  representing  approximately
50.80% of the  outstanding  units.  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.  Consequently,  AIMCO is in a position to
influence  all  voting  decisions  with  respect  to the  Registrant.  Under the
Partnership Agreement,  unitholders holding a majority of the Units are entitled
to take  action with  respect to a variety of  matters.  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.


<PAGE>



Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            Exhibit 18, Independent Accountants' Preferability Letter for Change
            in Accounting Principle, is filed as an exhibit to this report.

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

      (b)  Reports on Form 8-K filed  during the fourth  quarter of fiscal  year
           1999:

            None.


<PAGE>


                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    CONSOLIDATED CAPITAL GROWTH FUND


                                    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:


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/Patrick J. Foye            Executive Vice President      Date:
Patrick J. Foye               and Director



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


<PAGE>






                                  EXHIBIT INDEX

Exhibit

     2.1  Agreement  and Plan of Merger,  dated as of  October  1, 1998  between
          AIMCO and IPT.

     3    Certificate of Limited Partnership, as amended to date.

     10.1 Property  Management  Agreement No. 201 dated October 23, 1990, by and
          between the  Partnership  and CCEC  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

     10.2 Property  Management  Agreement No. 302 dated October 23, 1990, by and
          between the  Partnership  and CCEC  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

     10.3 Property  Management  Agreement No. 401 dated October 23, 1990, by and
          between the  Partnership  and CCEC  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

     10.4 Bill of Sale and  Assignment  dated  October 23, 1990,  by and between
          CCEC and ConCap  Services  Company  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

     10.5 Assignment  and  Assumption  Agreement  dated October 23, 1990, by and
          between  CCEC and  ConCap  Management  Limited  Partnership  ("CCMLP")
          (Incorporated  by reference to the  Quarterly  Report on Form 10-Q for
          the quarter ended September 30, 1990).

     10.6 Assignment and Agreement as to Certain  Property  Management  Services
          dated  October  23,  1990,  by and  between  CCMLP and ConCap  Capital
          Company  (Incorporated  by reference to the  Quarterly  Report on Form
          10-Q for the quarter ended September 30, 1990).

     10.7 Assignment  and  Assumption  Agreement  dated October 23, 1990, by and
          between  CCMLP and  Horn-Barlow  Companies  (200  Series  of  Property
          Management  Contracts),  (Incorporated  by reference to the  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).

     10.8 Assignment  and  Assumption  Agreement  dated October 23, 1990, by and
          between  CCMLP  and  Metro  ConCap,   Inc.  (300  Series  of  Property
          Management  Contracts),  (Incorporated  by reference to the  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).


<PAGE>


                                  EXHIBIT INDEX

     10.9 Assignment  and  Assumption  Agreement  dated October 23, 1990, by and
          between CCMLP and R&B Realty Group (400 Series of Property  Management
          Contracts)  (Incorporated by reference to the Quarterly Report on Form
          10-Q for the quarter ended September 30, 1999).

     10.10Assignment and Assumption  Agreement  dated  September 1, 1991, by and
          between the Partnership and CCGF  Associates,  Ltd.  (Incorporated  by
          reference  to the  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1991).

     10.11Construction  Management Cost Reimbursement Agreement dated January 1,
          1991, by and between the Partnership  and  Horn-Barlow  Companies (the
          "Horn-Barlow  Construction  Management  Agreement").  (Incorporated by
          reference  to the  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1991).

     10.12Assignment and Assumption  Agreement  dated  September 1, 1991, by and
          between  the  Partnership  and  CCGF  Associates,   Ltd.  (Horn-Barlow
          Construction Management Agreement).  (Incorporated by reference to the
          Annual Report on Form 10-K for the year ended December 31, 1991).

     10.13Construction  Management Cost Reimbursement Agreement dated January 1,
          1991,  by  and  between  the  Partnership   and  Metro  ConCap,   Inc.
          (Incorporated  by reference to the Annual  Report on Form 10-K for the
          year ended December 31, 1991).

     10.14Construction  Management Cost Reimbursement Agreement dated January 1,
          1991,  by and between the  Partnership  and R&B  Apartment  Management
          Company, Inc.  (Incorporated by reference to the Annual Report on Form
          10-K for the year ended December 31, 1991).

     10.15Investor  Services  Agreement  dated  October 23, 1990, by and between
          the Partnership and CCEC  (Incorporated  by reference to the Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).

     10.16Assignment  and Assumption  Agreement  (Investor  Services  Agreement)
          dated  October  23,  1990,  by and  between  CCEC and ConCap  Services
          Company  (Incorporated  by reference to the Annual Report on Form 10-K
          for the year ended December 31, 1990).

     10.17Letter of Notice dated December 20, 1991, from  Partnership  Services,
          Inc. ("PSI") to the Partnership  regarding the change in ownership and
          dissolution  of  ConCap  Services  Company  whereby  PSI  assumed  the
          Investor Services Agreement.  (Incorporated by reference to the Annual
          Report on Form 10-K for the year ended December 31, 1991).

     10.18Financial  Services  Agreement  dated October 23, 1990, by and between
          the Partnership and CCEC  (Incorporated  by reference to the Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).

                                  EXHIBIT INDEX

     10.19Assignment  and Assumption  Agreement  (Financial  Service  Agreement)
          dated October 23, 1990, by and between CCEC and ConCap Capital Company
          (Incorporated  by reference to the  Quarterly  Report on Form 10-Q for
          the quarter ended September 30, 1990).

     10.20Letter of Notice dated December 20, 1991,  from PSI to the Partnership
          regarding the change in ownership and  dissolution  of ConCap  Captial
          Company   whereby  PSI  assumed  the  Financial   Services   Agreement
          (Incorporated  by reference to the Annual  Report on Form 10-K for the
          year ended December 31, 1991).

     10.21Property  Management  Agreement  No.  414 dated May 13,  1993,  by and
          between the Partnership and Coventry Properties, Inc. (Incorporated by
          reference to the  Quarterly  Report on Form 10-Q for the quarter ended
          September 30, 1993).

     10.22Assignment and Assumption  Agreement  (Property  Management  Agreement
          No. 414) dated May 13, 1993, by and between Coventry Properties, Inc.,
          R&B Apartment Management Company, Inc., and Partnership Services, Inc.
          (Incorporated  by reference to the  Quarterly  Report on Form 10-Q for
          the quarter ended September 30, 1993).

     10.23Assignment  Agreement as to Certain Property Management Services dated
          May 13, 1993, by and between Coventry Properties, Inc. and Partnership
          Services,  Inc.  (Incorporated by reference to the Quarterly Report on
          Form 10-Q for the quarter ended September 30, 1993).

     10.24Property  Management  Agreement  No. 506 dated  June 1,  1993,  by and
          between the Partnership and Coventry Properties, Inc.

     10.25Assignment and Assumption  Agreement as to Certain Property Management
          Services dated November 17, 1993, by and between Coventry  Properties,
          Inc. and Partnership Services, Inc.

     10.27Assignment and Assumption  Agreement as to Certain Property Management
          Services dated November 17, 1993, by and between Coventry  Properties,
          Inc. and Partnership Services, Inc.

     10.28Multifamily Note dated November 30, 1995 between  Consolidated Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.29Multifamily Note dated November 30, 1995 between  Consolidated Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.30Multifamily Note dated November 30, 1995 between  Consolidated Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.31Multifamily Note dated November 1, 1996 between  Consolidated  Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     11   Statement regarding  computation of Net Income per Limited Partnership
          Unit  (Incorporated  by  reference  to  Note A of  Item 7 -  Financial
          Statements of this Form 10-K).

     16   Letter,  dated August 12, 1992,  from Ernst & Young to the  Securities
          and Exchange  Commission  regarding  change in certifying  accountant.
          (Incorporated by reference to Form 8-K dated August 6, 1992).

     18   Independent Accountants' Preferability Letter for Change in Accounting
          Principle.

     27   Financial Data Schedule.


<PAGE>


                                                                      Exhibit 18

February 7, 2000


Mr. Patrick J. Foye
Executive Vice President
ConCap Equities, Inc.
General Partner of Consolidated Capital Growth Fund
55 Beattie Place

P.O. Box 1089
Greenville, South Carolina 29602

Dear Mr. Foye:

Note H of Notes to the Financial  Statements of Consolidated Capital Growth Fund
included in its Form  10-KSB for the year ended  December  31, 1999  describes a
change in the method of  accounting to  capitalize  exterior  painting and major
landscaping,  which  would have been  expensed  under the old  policy.  You have
advised us that you believe  that the change is to a  preferable  method in your
circumstances because it provides a better matching of expenses with the related
benefit of the expenditures and is consistent with policies currently being used
by your industry and conforms to the policies of the General Partner.

There are no authoritative criteria for determining a preferable method based on
the particular circumstances; however, we conclude that the change in the method
of accounting  for exterior  painting and major  landscaping is to an acceptable
alternative  method which,  based on your business  judgment to make this change
for the reasons cited above, is preferable in your circumstances.

                                                               Very truly yours,
                                                            /s/Ernst & Young LLP