SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   Form 10-KSB

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


                    For the fiscal year ended December 31, 2003

[ ]  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 0-11723

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2
               (Exact name of registrant as specified in its charter)

         California                                              94-2883067
(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)

                          Registrant's telephone number
                                 (864) 239-1000

            Securities registered pursuant to Section 12(b) of the Act:

                                      None

            Securities registered pursuant to Section 12(g) of the Act:

                            Limited Partnership Units
                                (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 of 1934 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. [X]

State issuer's revenues for its most recent fiscal year. $5,556,000

State the aggregate market value of the Limited Partnership Units ("Units") 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, 2003. 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

<PAGE>

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

                                     PART I

Item 1.     Description of Business

General

Consolidated   Capital   Institutional   Properties/2   (the   "Partnership"  or
"Registrant")  was organized on April 12, 1983, as a limited  partnership  under
the  California  Uniform  Limited   Partnership  Act.  On  July  22,  1983,  the
Partnership registered with the Securities and Exchange Commission ("SEC") under
the  Securities Act of 1933 (File No.  2-83540) and commenced a public  offering
for the sale of Units.  The Units represent  equity interests in the Partnership
and  entitle the  holders  thereof to  participate  in certain  allocations  and
distributions of the Partnership. The sale of Units terminated on July 21, 1985,
with 912,182 Units sold at $250 each, or gross proceeds of approximately  $227.8
million to the  Partnership.  As permitted under its Partnership  Agreement (the
original  partnership  agreement of the Partnership with all amendments shall be
referred to as the "Partnership Agreement"), the Partnership has repurchased and
retired a total of 3,048 Units for a total of $611,000.  During 1999, 10.4 units
were abandoned and accordingly retired by the Partnership.  The Partnership may,
at its absolute  discretion,  repurchase Units, but is under no obligation to do
so.  Since its initial  offering,  the  Partnership  has not  received,  nor are
limited partners required to make, additional capital contributions.

Upon the Partnership's formation in 1983, CCEC, a Colorado corporation,  was the
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 ("Chapter 11"). In 1990, as part of CCEC's  reorganization plan,
ConCap Equities,  Inc. ("CEI" or the "General  Partner") 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 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. The General Partner is a subsidiary
of Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate investment trust. The Partnership Agreement provides that the Partnership
is to terminate on December 31, 2013 unless terminated prior to such date.

The  Partnership's  primary  business and only  industry  segment is real estate
related  operations.  The Partnership was formed, for the benefit of its Limited
Partners (herein so called and together with the General Partner shall be called
the "Partners"),  to lend funds to Equity  Partners/Two  ("EP/2"),  a California
general  partnership  in which certain of the partners were former  shareholders
and former  management  of CCEC,  the  former  managing  general  partner of the
Partnership.  (See "Status of Master Loan and  Foreclosure on Real Estate" for a
description  of the loan and settlement of EP/2's  bankruptcy.)  The Master Loan
matured in November 2000. The General Partner had been  negotiating with CCEP /2
with respect to its options which included  foreclosing  on the properties  that
collateralized  the Master Loan or extending  the terms of the Master Loan.  The
General Partner decided to foreclose on the properties that  collateralized  the
Master Loan.  During March 2002, the Partnership  Agreement was amended to allow
the  Partnership  to directly own  investment  properties.  The General  Partner
executed  deeds in lieu of  foreclosure  during the third quarter of 2002 on the
three active properties of CCEP/2. The deed in lieu of foreclosure on the fourth
property, which just completed redevelopment,  was executed in the third quarter
of 2003. As the deeds were executed, title in the properties previously owned by
CCEP/2 were vested in the  Partnership,  subject to the  existing  liens on such
properties  including the first mortgage  loans.  As a result,  the  Partnership
assumed  responsibility  for the operations of such properties  during the years
ended December 31, 2003 and 2002, respectively.

The Partnership  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.

Risk Factors

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.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.  Although  the General  Partner  believes  that the  Partnership's
properties  are  substantially  in  compliance  with present  requirements,  the
Partnership  may incur  unanticipated  expenses  to comply  with the ADA and the
FHAA.

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.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 7" of this Form
10-KSB.

Status of Master Loan and Foreclosure on Real Estate

Prior  to  1989,  the  Partnership  had  loaned  funds  totaling   approximately
$176,000,000 to EP/2 subject to a nonrecourse note (the "Master Loan"), pursuant
to the Master Loan Agreement  dated July 22, 1983,  between the  Partnership and
EP/2. The  Partnership  secured the Master Loan with deeds of trust or mortgages
on real property  purchased with the funds advanced as well as by the assignment
and pledge of promissory notes from the partners of EP/2.

During 1989, EP/2 defaulted on certain interest payments that were due under the
Master  Loan.  Before the  Partnership  could  exercise  its  remedies  for such
defaults,  EP/2 filed for bankruptcy  protection in a Chapter 11  reorganization
proceeding. On October 18, 1990, the bankruptcy court approved EP/2's consensual
plan of reorganization  (the "Plan"). In November 1990, EP/2 and the Partnership
consummated a closing under the Plan pursuant to which,  among other things, the
Partnership  and EP/2 executed an amended and restated loan  agreement (the "New
Master  Loan  Agreement"),   EP/2  was  converted  from  a  California   general
partnership to a California  limited  partnership,  Consolidated  Capital Equity
Partners/Two,  L.P.,  ("CCEP/2")  and  CCEP/2  renewed  the  deeds of trust  and
mortgages  on all the  properties  collaterally  securing  the New  Master  Loan
Agreement.  ConCap Holdings,  Inc. ("CHI"), a Texas corporation and wholly-owned
subsidiary of CEI, is the sole general partner of CCEP/2 and an affiliate of the
Partnership. The general partners of EP/2 became limited partners in CCEP/2. CHI
had full  discretion  with respect to conducting  CCEP/2's  business,  including
managing CCEP/2's  properties and initiating and approving capital  expenditures
and asset dispositions and refinancings.

Under the terms of the New Master Loan  Agreement,  interest  accrued at 10% and
payments  were due  quarterly in an amount equal to Excess Cash Flow,  generally
defined in the New Master Loan Agreement as net cash flow from operations  after
third-party  debt  service  and capital  improvements.  If such Excess Cash Flow
payments  were less than the  current  accrued  interest  during  the  quarterly
period, the unpaid interest was added to principal, compounded annually, and was
payable at the loan's  maturity.  If such Excess Cash Flow payments were greater
than the  current  accrued  interest,  the  excess  amount  was  applied  to the
principal  balance of the loan. Any net proceeds from sale or refinancing of any
of CCEP/2's  properties were paid to the Partnership  under the terms of the New
Master Loan Agreement.

Effective  January 1, 1993,  the  Partnership  and CCEP/2 amended the New Master
Loan  Agreement  to  stipulate  that Excess  Cash Flow would be computed  net of
capital  improvements.  Such  expenditures were formerly funded from advances on
the Master Loan from the Partnership to CCEP/2. This amendment and change in the
definition  of Excess  Cash Flow had the effect of  reducing  the  Partnership's
interest  income  from  the  Master  Loan  by the  amount  of  CCEP/2's  capital
expenditures since such amounts were previously excluded from Excess Cash Flow.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating  with CCEP/2 with respect to its options which included  foreclosing
on the properties that  collateralized the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collaterized the Master Loan.  During March 2002, the Partnership  Agreement was
amended to allow the  Partnership  to  directly  or  indirectly  own  investment
properties. The General Partner executed deeds in lieu of foreclosure during the
third quarter of 2002 on the three active properties of CCEP/2. The deed in lieu
of  foreclosure  on  the  fourth  and  final  property,   which  just  completed
redevelopment,  was  executed  in the third  quarter of 2003.  As the deeds were
executed,  title in the properties previously owned by CCEP/2 were vested in the
Partnership,  subject to the existing  liens on such  properties,  including the
first mortgage loans. As a result,  the Partnership  assumed  responsibility for
the operations of such  properties  during the years ended December 31, 2003 and
2002,  respectively.  The balance  remaining on the Master  Loan,  approximately
$200,000  at  December  31,  2003,  represents  the final cash to be sent to the
Partnership from CCEP/2.

Prior to the  foreclosure in 2003, the principal  balance of the Master Loan due
to the Partnership totaled  approximately  $21,912,000.  This amount represented
the fair market value of the remaining  property  owned by CCEP/2,  less the net
liabilities owed by the property. Interest, calculated on the accrual basis, due
to the Partnership  pursuant to the term of the Master Loan  Agreement,  but not
recognized in the income  statements due to the impairment of the loan,  totaled
approximately  $1,395,000 and $514,000 for the years ended December 31, 2003 and
2002,  respectively.  Interest  income  was  recognized  on the  cash  basis  in
accordance with SFAS 114.

Item 2.     Description of Properties

The following table sets forth the Partnership's investments in properties:
<TABLE>
<CAPTION>

                                  Date of
Properties                      Acquisition       Type of Ownership           Use

<S>                              <C>   <C>
Canyon Crest Apartments          08/22/02    Fee ownership, subject to   Apartment
Littleton, Colorado                          first mortgage              90 units

Highcrest Townhomes              08/22/02    Fee ownership, subject to   Apartment
Wood Ridge, Illinois                         first mortgage              176 units

Windemere Apartments             08/28/02    Fee ownership, subject to   Apartment
Houston, Texas                               first mortgage              257 units

Glenbridge Manor Apartments      09/03/03    Fee ownership, subject to   Apartment
Cincinnati, Ohio                             first mortgage              290 units
</TABLE>

During the year ended December 31, 2002,  CCIP/2 foreclosed on three of the four
properties that collaterized the Master Loan (see "Item 7 - Financial Statements
and  Supplementary  Data - Note "B").  The  Partnership  Agreement of CCIP/2 was
amended to allow CCIP/2 to directly or  indirectly  own  investment  properties.
CCIP/2 executed deeds in lieu of foreclosure during the third quarter of 2002 on
the three active  properties of CCEP/2.  The deed in lieu of  foreclosure on the
fourth property, which just completed  redevelopment,  was executed in the third
quarter of 2003. As the deeds were executed,  title in the properties previously
owned by CCEP/2  became vested in CCIP/2,  subject to the existing  liens on the
properties, including the first mortgage loans.

Schedule of Properties

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

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

<S>                             <C>          <C>        <C>                <C>
Canyon Crest Apartments         $ 5,580      $ 237      5-30     S/L       $ 5,266
Highcrest Townhomes              12,495        706      5-30     S/L        11,636
Windemere Apartments              9,558        401      5-30     S/L         9,038
Glenbridge Manor Apartments      30,124        337      5-30     S/L        29,925

            Totals              $57,757     $1,681                         $55,865
</TABLE>

See  "Note  A" to the  financial  statements  included  in  "Item  7.  Financial
Statements"   for  a  description   of  the   Partnership's   depreciation   and
capitalization policies.

Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Partnership's properties.
<TABLE>
<CAPTION>

                          Principal                                     Principal
                          Balance At    Stated                           Balance
                         December 31,  Interest   Period    Maturity      Due at
Property                     2003        Rate    Amortized    Date     Maturity (1)
                        (in thousands)                                (in thousands)
Canyon Crest Apartments
<S>                        <C>           <C>      <C>       <C>   <C>    <C>
  1st mortgage             $ 3,373       7.10%    20 yrs    01/01/10     $ 2,613
Highcrest Townhomes
  1st mortgage               6,265       7.72%    20 yrs    02/01/10       4,868
Windemere Apartments
  1st mortgage               5,636       7.83%    20 yrs    11/01/10       4,189
Glenbridge Manor
  Apartments
  1st mortgage              21,000       5.65%    25 yrs    12/15/13      16,566

                            36,274

Mortgage Premium, net          698

         Total             $36,972                                       $28,236
</TABLE>

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


On  December  19,  2003,  the  Partnership   obtained   mortgage   financing  of
approximately   $21,000,000  on  Glenbridge  Manor   Apartments.   The  mortgage
indebtedness  carries a stated interest rate of 5.65%. During 2004, the mortgage
requires monthly interest only payments. Beginning on January 15, 2005, payments
of  principal  and interest of  approximately  $131,000 are due each month until
December 2013. In December 2013 a balloon payment of  approximately  $16,566,000
will be due. Capitalized loan costs incurred on the financing were approximately
$278,000.

Rental Rates and Occupancy

Average  annual  rental rate per unit and  occupancy  for 2003 and 2002 for each
property:

                                       Average Annual               Average
                                        Rental Rate                Occupancy
                                         (per unit)

 Properties                          2003         2002          2003        2002

 Canyon Crest Apartments           $ 9,640       $10,223        88%          90%
 Highcrest Townhomes                11,838        11,714        95%          95%
 Windemere Apartments                7,499         7,726        86%          88%
 Glenbridge Manor Apartments        11,911         8,918        50%           5%

The General  Partner  attributes  the increase in occupancy at Glenbridge  Manor
Apartments  to  more  units  being  available  for  rent as  reconstruction  was
completed.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  All of the  properties of the  Partnership  are subject to
competition from other residential  apartment complexes in the area. The General
Partner  believes  that  all of the  properties  are  adequately  insured.  Each
property is an apartment  complex which leases units for lease terms of one year
or less. No residential tenant leases 10% or more of the available rental space.
All  of the  properties  are in  good  physical  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 2003 for each property were:

                                                2003            2003
                                               Billing        Rate (1)
                                           (in thousands)

       Canyon Crest Apartments                  $ 41           10.94%
       Highcrest Townhomes                       270            7.65%
       Windemere Apartments                      220            3.07%
       Glenbridge Manor Apartments               289            5.90%

(1)   The  rates  are  based  on the  local  authority's  assessed  value of the
      investment properties.

Capital Improvements

Canyon Crest Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$135,000 of capital improvements at Canyon Crest Apartments consisting primarily
of structural and electrical upgrades,  fencing and floor covering replacements,
major landscaping,  exterior  painting,  and appliance and air conditioning unit
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$50,000.  Additional  improvements  may be considered in 2004 and will depend on
the  physical  condition  of the  property as well as  replacement  reserves and
anticipated cash flow generated by the property.

Highcrest Townhomes

During the year ended December 31, 2003, the Partnership completed approximately
$177,000 of capital  improvements at Highcrest Townhomes consisting primarily of
furniture,  plumbing  fixtures,  parking lot  resurfacing,  and air conditioning
unit,  door,  cabinet,   appliance  and  floor  covering   replacements.   These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $97,000.  Additional  improvements
may be  considered  in 2004 and will  depend on the  physical  condition  of the
property as well as anticipated cash flow generated by the property.

Windemere Apartments

During the year ended December 31, 2003, the Partnership completed approximately
$116,000 of capital improvements at Windemere  Apartments  consisting of parking
lot  resurfacing,  and air  conditioning  unit,  appliance  and  floor  covering
replacements.  These  improvements  were funded from  operating  cash flow.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$141,000.  Additional  improvements may be considered in 2004 and will depend on
the  physical  condition  of the  property  as well  as  anticipated  cash  flow
generated by the property.

Glenbridge Manor Apartments

Subsequent to the  foreclosure  in September  2003,  the  Partnership  completed
approximately $1,521,000 of capital improvements at Glenbridge Manor Apartments,
relating to the  construction of the property.  These  improvements  were funded
from  advances  from an affiliate of the General  Partner.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming year and currently expects to budget approximately $160,000. Additional
improvements may be considered in 2004 and will depend on the physical condition
of the  property  as well as  replacement  reserves  and  anticipated  cash flow
generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from  operations or from  Partnership  reserves.  To the extent that such budget
capital improvements are completed the Partnership's distributable cash flow, if
any, may be adversely affected at least in the short term.

Item 3.     Legal Proceedings

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal. The General Partner is currently  scheduled
to file a brief in  support  of the  order  approving  settlement  and  entering
judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours  worked  in  excess  of forty  per  week.  The  Complaint  is  styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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

The unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2003.

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held limited partnership,  offered and sold 912,182
limited   partnership  units  (the  "Units")   aggregating   $227,800,000.   The
Partnership  currently  has 22,394  holders  of record  owning an  aggregate  of
909,123.60  Units.  Affiliates of the General Partner owned  450,973.90 units or
approximately  49.61% of the  outstanding  Units at December 31, 2003. No public
trading market has developed for the Units,  and it is not anticipated that such
a market will develop in the future.

There were no  distributions  made by the  Partnership  during  the years  ended
December 31, 2003 and 2002.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required  capital  improvements  to permit  distributions  to its partners
during 2004 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,973.90 limited partnership units
(the "Units") in the Partnership representing 49.61% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
23,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
458,149.70  Units for a purchase  price of $9.12 per Unit.  This  offer  expires
April 9, 2004.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership  Agreement and voting to remove the General Partner. As a result
of its ownership of 49.61% of the  outstanding  Units,  AIMCO and its affiliates
are in a position to  influence  all such voting  decisions  with respect to the
Partnership.  Although the General Partner owes fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

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

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

Results of Operations

The  Partnership  net income for the years ended  December 31, 2003 and 2002 was
approximately $1,984,000 and $2,914,000,  respectively. Net income decreased due
to an increase in expenses  partially  offset by the gain on the  foreclosure of
Glenbridge Manor  Apartments,  equity in income from investments and an increase
in total revenue. Total expenses increased due to the operations for a full year
of three of the  investment  properties  and due to an  increase  in general and
administrative  expense.  Total revenue increased due to increases in rental and
other income  partially  offset by a decrease in the  reduction of provision for
impairment  loss on the investment in the Master Loan.  Excluding this decrease,
both rental income and other income  increased  for the year ended  December 31,
2003 due to the operations of the foreclosed properties.

General and  administrative  expense increased due to an increase in the charges
for reimbursements of accountable  administrative  expenses for 2003. (See "Item
7.  Financial  Statements,  Note I -  Fourth  Quarter  Adjustment"  for  further
details.)  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  in  general  and
administrative expense.

The equity in income from investment for the year ended December 31, 2003 is due
to the recognition of the Partnership's  share of earnings on its investments in
affiliated  partnerships assumed during the foreclosure of investment properties
from  CCEP/2.  These  investments  are  accounted  for on the  equity  method of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of  operations.  During  the  years  ended  December  31,  2003  and  2002,  the
Partnership  received  approximately  $1,049,000 and $23,000,  respectively,  in
distributions  from two of the  partnerships.  Approximately  $1,015,000  of the
distributions  related to the sale of three of the  properties  in  Consolidated
Capital  Growth Fund. Of this amount,  approximately  $985,000 was recognized as
equity in income from investment once the investment  balance allocated to those
properties had been reduced to zero. The Partnership  also recognized  equity in
income from  investment in  Consolidated  Capital  Partners IV of  approximately
$157,000  which  included the  allocation of gain from the sale of a property in
Consolidated  Capital  Properties IV. There was no distribution  associated with
this sale.

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,  the  General  Partner may use rental
concessions and rental rate reductions to offset  softening  market  conditions,
accordingly,  there is no  guarantee  that the General  Partner  will be able to
sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2003  the  Partnership  had  cash  and  cash  equivalents  of
approximately  $724,000 compared to approximately $653,000 at December 31, 2002.
The net increase of approximately $71,000 is due to approximately $10,930,000 of
cash  provided  by  financing  activities,  partially  offset  by  approximately
$2,508,000  and  $8,351,000 of cash used in operating and investing  activities,
respectively.  Cash provided by financing  activities consisted of proceeds from
the mortgage  note payable on  Glenbridge  Manor  Apartments  and advances  from
affiliates, partially offset by payments on advances from affiliates, loan costs
paid  and  principal  payments  on  the  mortgages  encumbering  the  investment
properties.  Cash used in  investing  activities  consisted  of  advances on the
Master Loan and property  improvements  and  replacements,  partially  offset by
distributions received from affiliated partnerships.

The  General  Partner  loaned  the  Partnership  approximately  $13,222,000  and
$10,625,000 during the years ended December 31, 2003 and 2002, respectively,  so
that  the  Partnership  could  make  advances  on a  non-recourse  note  with  a
participation interest (see "Item 7. Financial Statements, Note B") to assist in
the  reconstruction  of  Glenbridge  Manor  Apartments.  During the years  ended
December 31, 2003 and 2002, the Partnership repaid approximately $22,588,000 and
$100,000, respectively.  Interest is charged at the prime rate plus 2%. Interest
expense was  approximately  $1,109,000 and $299,000 for the years ended December
31,  2003  and  2002,  respectively.  As of  December  31,  2003,  approximately
$2,567,000  in  principal  and accrued  interest is due to an  affiliate  of the
General Partner.

On  December  19,  2003,  the  Partnership   obtained   mortgage   financing  of
approximately   $21,000,000  on  Glenbridge  Manor   Apartments.   The  mortgage
indebtedness  carries a stated interest rate of 5.65%. During 2004, the mortgage
requires monthly interest only payments. Beginning on January 15, 2005, payments
of  principal  and interest of  approximately  $131,000 are due each month until
December 2013. In December 2013 a balloon payment of  approximately  $16,566,000
will be due. Capitalized loan costs incurred on the financing were approximately
$278,000.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required to meet the ongoing operating needs of the Partnership and
to comply with Federal, state and local legal and regulatory  requirements.  The
General  Partner  monitors  developments  in the  area of legal  and  regulatory
compliance and is studying new federal laws, including the Sarbanes-Oxley Act of
2002. The Sarbanes-Oxley Act of 2002 mandates or suggests additional  compliance
measures with regard to governance,  disclosure, audit and other areas. In light
of these changes,  the  Partnership  expects that it will incur higher  expenses
related to compliance, including increased legal and audit fees. 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  $448,000.
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 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  Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  Highcrest  Townhomes  and Canyon Crest and  Windemere
Apartments of  approximately  $15,972,000 is being amortized over 240 months and
requires  balloon  payments  totaling  approximately  $11,670,000  in 2010.  The
mortgage indebtedness  encumbering  Glenbridge Manor Apartments of approximately
$21,000,000 is being amortized over 300 months and requires a balloon payment of
approximately $16,566,000 in 2013. 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 Partnership
will risk losing such properties through foreclosure.

There were no  distributions  made by the  Partnership  during  the years  ended
December 31, 2003 and 2002.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required  capital  improvements  to permit  distributions  to its partners
during 2004 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,973.90 limited partnership units
(the "Units") in the Partnership representing 49.61% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
23,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
458,149.70  Units for a purchase  price of $9.12 per Unit.  This  offer  expires
April 9, 2004.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership  Agreement and voting to remove the General Partner. As a result
of its ownership of 49.61% of the  outstanding  Units,  AIMCO and its affiliates
are in a position to  influence  all such voting  decisions  with respect to the
Partnership.  Although the General Partner owes fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the  consolidated  financial  statements in "Item 7.  Financial  Statements  and
Supplementary   Data".   The  General  Partner   believes  that  the  consistent
application of these policies  enables the Partnership to provide readers of the
financial   statements   with  useful  and   reliable   information   about  the
Partnership's  operating  results and financial  condition.  The  preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires the Partnership to make estimates and assumptions.
These  estimates  and  assumptions  affect  the  reported  amounts of assets and
liabilities at the date of the financial  statements as well as reported amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from these  estimates.  Judgments and  assessments of  uncertainties  are
required in applying the  Partnership's  accounting  policies in many areas. The
following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

The Partnership's investment properties are stated at their fair market value at
the  time of  foreclosure,  less  accumulated  depreciation,  unless  considered
impaired.  If events or  circumstances  indicate that the carrying amount of the
property  may be  impaired,  the  Partnership  will  make an  assessment  of its
recoverability  by  estimating  the  undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

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

Revenue Recognition

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


Item 7.     Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, L.P.

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2003

      Statements of Operations - Years ended December 31, 2003 and 2002

      Statements of Changes in Partners' (Deficiency)  Capital  -  Years  ended
      December 31, 2003 and 2002

      Statements of Cash Flows - Years ended December 31, 2003 and 2002

      Notes to Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Consolidated Capital Institutional Properties/2


We  have  audited  the  accompanying   balance  sheet  of  Consolidated  Capital
Institutional  Properties/2 as of December 31, 2003, and the related  statements
of operations,  changes in partners'  (deficiency)  capital,  and cash flows for
each of the two years in the period ended  December 31,  2003.  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
Institutional  Properties/2  at  December  31,  2003,  and  the  results  of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States.

                                                            /s/ERNST & YOUNG LLP


Greenville, South Carolina
March 30, 2004


<PAGE>



                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003
<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
  Cash and cash equivalents                                                 $ 724
  Accounts receivable                                                          280
  Restricted escrows                                                           107
  Other assets                                                                 388
  Investment in affiliated partnerships (Note G)                               988
  Investment in Master Loan to affiliate (Note B)                              200
  Investment properties (Notes B, C, and E):
    Land                                                    11,192
    Buildings and related personal property                 46,565
                                                            57,757
    Accumulated depreciation                                (1,681)         56,076
                                                                          $ 58,763
Liabilities and Partners' (Deficiency) Capital
Liabilities
  Accounts payable                                                          $ 790
  Other liabilities                                                            338
  Distributions payable                                                        141
  Accrued property taxes                                                       820
  Due to affiliate (Note D)                                                  3,023
  Tenant security deposit liabilities                                          171
  Mortgage notes payable (Note C)                                           36,972

Partners' (Deficiency) Capital
  General partner                                          $ (358)
  Limited partners (909,123.60 units issued and
    outstanding)                                            16,866          16,508
                                                                          $ 58,763

               See Accompanying Notes to the Financial Statements

</TABLE>

<PAGE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                               2003          2002
Revenues:
<S>                                                          <C>           <C>
  Rental income                                              $ 4,952       $ 1,422
  Other income                                                   604           191
  Reduction of provision for impairment loss (Note B)             --         3,800
     Total revenues                                            5,556         5,413

Expenses:
  Operating                                                    2,698           493
  General and administrative                                     964           532
  Depreciation                                                 1,433           248
  Interest                                                     2,267           683
  Property taxes                                                 769           213
     Total expenses                                            8,131         2,169

(Loss) income from operations                                 (2,575)        3,244
Equity in income from investments (Note G)                     1,142            --
(Loss) income from continuing operations                      (1,433)        3,244
Gain (loss) on foreclosure of real estate (Note B)             3,417          (330)

Net income                                                   $ 1,984       $ 2,914

Net income allocated to general partner (1%)                   $ 20          $ 29
Net income allocated to limited partners (99%)                 1,964         2,885

                                                             $ 1,984       $ 2,914
Net income per limited partnership unit:
  (Loss) income from continuing operations                   $ (1.56)       $ 3.53
  Gain (loss) on foreclosure of real estate                     3.72         (0.36)

                                                              $ 2.16        $ 3.17


               See Accompanying Notes to the Financial Statements

</TABLE>

<PAGE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

              STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                        (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                                                  Total
                                         Limited                                Partners
                                       Partnership      General     Limited      Capital
                                          Units         Partner     Partners    (Deficit)

<S>                                      <C>              <C>       <C>         <C>
Original capital contributions           912,182          $ 1       $228,046    $228,047

Partners' (deficiency) capital
  at December 31, 2001                   909,124           (407)      12,017      11,610

Net income for the year ended
  December 31, 2002                           --             29        2,885       2,914

Partners' (deficiency) capital at
  December 31, 2002                      909,124           (378)      14,902      14,524

Net income for the year ended
  December 31, 2003                           --             20        1,964       1,984

Partners' (deficiency) capital at
  December 31, 2003                      909,124        $ (358)     $ 16,866    $ 16,508

               See Accompanying Notes to the Financial Statements

</TABLE>

<PAGE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                  2003           2002
Cash flows from operating activities:
<S>                                                             <C>            <C>
  Net income                                                    $ 1,984        $ 2,914
  Adjustments to reconcile net income to net cash (used
    in) provided by operating activities:
      Reduction of provision for impairment loss                      --         (3,800)
      Depreciation                                                 1,433            248
      Amortization of mortgage premium                               (82)           (20)
      Gain (loss) on foreclosure of real estate                   (3,417)           330
      Equity in income from investment                            (1,142)            --
      Change in accounts:
        Receivables and deposits                                     (38)           209
        Other assets                                                  --            (30)
        Accounts payable                                          (3,023)            24
        Tenant security deposit liabilities                           20             --
        Accrued property taxes                                       275            232
        Due to affiliates                                          1,349            615
        Other liabilities                                            133             17
           Net cash (used in) provided by operating
            activities                                            (2,508)           739

Cash flows from investing activities:
  Advances on Master Loan                                         (7,908)       (10,763)
  Principal receipts on Master Loan                                   --             88
  Property improvements and replacements                          (1,482)          (204)
  Net deposits to restricted escrows                                 (10)            (1)
  Distributions received from affiliated partnerships              1,049             23
           Net cash used in investing activities                  (8,351)       (10,857)

Cash flows from financing activities:
  Advances from affiliates                                        13,222         10,625
  Loan costs paid                                                   (278)            --
  Payments on advances from affiliates                           (22,588)          (100)
  Proceeds from mortgage note payable                             21,000             --
  Principal payments on mortgage notes payable                      (426)          (135)
           Net cash provided by financing activities              10,930         10,390

Net increase in cash and cash equivalents                             71            272
Cash and cash equivalents at beginning of the year                   653            381

Cash and cash equivalents at end of the year                     $ 724          $ 653

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,628         $ 400

Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts
    payable                                                      $ 467           $ --

               See Accompanying Notes to the Financial Statements

</TABLE>

<PAGE>

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Foreclosure

During the year  ended  December  31,  2003,  Glenbridge  Manor  Apartments  was
foreclosed  upon by the  Partnership.  During the year ended  December 31, 2002,
Canyon Crest  Apartments,  Highcrest  Townhomes,  and Windemere  Apartments were
foreclosed upon by the Partnership.  In connection with these foreclosures,  the
following accounts were adjusted by the non-cash amounts noted below:


                                                     2003                2002
         Accounts receivable                        $ (78)              $ (373)
         Master Loan                                 21,912              11,565
         Restricted escrows                              --                 (96)
         Other assets                                   (58)                 (1)
         Investment properties                      (28,604)            (27,000)
         Investment in affiliated
           partnerships                                  --                (918)
         Accounts payable                             3,304                  18
         Tenant security deposit
           liabilities                                   47                 104
         Accrued property taxes                          38                 275
         Other liabilities                               22                 121
         Mortgage notes payable                          --              16,635
         (Gain) loss on foreclosure of
           real estate                             $ (3,417)             $ 330


               See Accompanying Notes to the Financial Statements

<PAGE>

                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2003


Note A - Organization and Significant Accounting Policies

Organization: Consolidated Capital Institutional Properties/2 (the "Partnership"
or  "Registrant"),  a California  Limited  Partnership,  was formed on April 12,
1983, to lend funds through non-recourse notes with participation interests (the
"Master Loan"). The loans were made to, and the real properties that secured the
Master  Loan were  purchased  and  owned by,  Equity  Partners/Two  ("EP/2"),  a
California  general  partnership  in which  certain of the partners  were former
shareholders and former management of Consolidated  Capital Equities Corporation
("CCEC"),  the former  corporate  general  partner of the  Partnership.  Through
December 31, 2003, the Partnership had advanced approximately $202,141,000 under
the Master Loan.

Upon the Partnership's formation in 1983, CCEC, a Colorado corporation,  was the
corporate general partner. In December 1988, CCEC filed for reorganization under
Chapter 11. In 1990, as part of CCEC's  reorganization  plan,  ConCap  Equities,
Inc., a Delaware  corporation  (the "General  Partner" or "CEI") acquired CCEC's
general partner  interests in the Partnership and in 15 other affiliated  public
limited  partnerships  and replaced CCEC as managing  general  partner in all 16
partnerships.  The General  Partner is a subsidiary of Apartment  Investment and
Management  Company  ("AIMCO").  The  Partnership  Agreement  provides  that the
Partnership is to terminate on December 31, 2013 unless terminated prior to such
date. The Partnership commenced operations on July 22, 1983. The Partnership was
formed for the benefit of its Limited Partners to lend funds to EP/2.

During 1989, EP/2 defaulted on certain interest payments that were due under the
Master  Loan.  Before the  Partnership  could  exercise  its  remedies  for such
defaults,  EP/2 filed for bankruptcy  protection  under Chapter 11 of the United
States Bankruptcy Code ("Chapter 11"). On October 18, 1990, the bankruptcy court
approved EP/2's  consensual  plan of  reorganization  (the "Plan").  In November
1990, EP/2 and the Partnership  consummated a closing under the Plan pursuant to
which,  among other  things,  the  Partnership  and EP/2 executed an amended and
restated loan  agreement (the "New Master Loan  Agreement").  EP/2 was converted
from a  California  general  partnership  to a California  limited  partnership,
Consolidated  Capital Equity Partners/Two,  L.P. ("CCEP/2"),  and CCEP/2 renewed
the deeds of trust and mortgages on all the properties collaterally securing the
New Master Loan Agreement.  ConCap Holdings,  Inc. ("CHI"),  a Texas corporation
and wholly-owned subsidiary of CEI, is the sole general partner of CCEP/2 and an
affiliate  of the  Partnership.  The general  partners  of EP/2  became  limited
partners in CCEP/2. CHI had full discretion with respect to conducting  CCEP/2's
business,  including  managing CCEP/2's  properties and initiating and approving
capital  expenditures and asset dispositions and refinancings.  See "Note B" for
further discussion of EP/2's bankruptcy settlement.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating with CCEP/2 with respect to its option which included foreclosing on
the properties that collateralized the Master Loan or extending the terms of the
Master Loan. The General  Partner  decided to foreclose on the  properties  that
collateralized the Master Loan. During March 2002, the Partnership Agreement was
amended to allow the  Partnership  to  directly  or  indirectly  own  investment
properties. The General Partner executed deeds in lieu of foreclosure during the
third quarter of 2002 on the three active properties of CCEP/2. The deed in lieu
of  foreclosure  on  the  fourth  and  final  property,   which  just  completed
redevelopment,  was  executed  in the third  quarter of 2003.  As the deeds were
executed,  title in the properties previously owned by CCEP/2 were vested in the
Partnership,  subject to the existing  liens on such  properties,  including the
first mortgage loans. As a result,  during the years ended December 31, 2003 and
2002,  the  Partnership  assumed  responsibility  for  the  operations  of  such
properties. The results of operations of the foreclosed properties are reflected
in the  statements  of  operations  for the periods  September  1, 2002  through
December  31,  2003  for the  three  properties  foreclosed  upon in  2002,  and
September  1, 2003 through  December 31, 2003 for the fourth and final  property
foreclosed upon in 2003.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  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: Cash and cash equivalents include 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.  Cash  balances  included
approximately  $682,000  at  December  31,  2003  that  are  maintained  by  the
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

Investment in Master Loan: The  Partnership  has adopted  Statement of Financial
Accounting  Standards ("SFAS") No. 114,  "Accounting by Creditors for Impairment
of a Loan". Under the standard, the allowance for credit losses related to loans
that are  identified  for  evaluation  in  accordance  with SFAS 114 is based on
discounted  cash flows using the loan's initial  effective  interest rate or the
fair value of the collateral for certain collateral dependent loans.

Income Taxes: No provision has been made in the financial statements for Federal
income  taxes  because,  under  current  law, no Federal  income  taxes are paid
directly  by the  Partnership.  The  Unit  holders  are  responsible  for  their
respective  shares of Partnership  net income or loss. The  Partnership  reports
certain transactions differently for tax than for financial statement purposes.

Partners'  (Deficiency)  Capital:  The  Partnership  Agreement  provides for net
income  and net losses  for both  financial  and tax  reporting  purposes  to be
allocated  99%  to  the  Limited   Partners  and  1%  to  the  General  Partner.
"Distributable Cash from Operations",  as defined in the Partnership  Agreement,
is to be allocated  99% to the Limited  Partners and 1% to the General  Partner.
Distributions of surplus funds are to be allocated 100% to the Limited Partners.

Net Income Per Limited Partnership Unit: Net income per Limited Partnership Unit
("Unit") is computed by dividing net income allocated to the Limited Partners by
the number of Units outstanding. Per Unit information has been computed based on
909,123.60 Units outstanding in 2003 and 2002.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the investment properties and related personal property.  For
Federal income tax purposes,  the  alternative  depreciation  system is used for
depreciation  of (1) real property  over 27 1/2 years and (2) personal  property
additions over 5-20 years.

Investment   Properties:   Investment   properties  consist  of  four  apartment
complexes,  which  are  stated  at  their  fair  market  value  at the  time  of
foreclosure.  Acquisition  fees  are  capitalized  as a  cost  of  real  estate.
Expenditures  in excess of $250 that  maintain  an  existing  asset  which has a
useful  life of more  than one  year  are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets",  the Partnership  records  impairment  losses on long-lived
assets used in  operations  when events and  circumstances  indicate  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.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2003 or
2002.

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

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership  recognizes income as earned on its residential leases.
The Partnership evaluates all accounts receivable from residents and establishes
an allowance,  after the application of security deposits,  for accounts greater
than 30 days past due on current  tenants  and all  receivables  due from former
tenants.  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. Any concessions given at the inception
of the lease are amortized over the life of the lease.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred.  Advertising costs of approximately $138,000 and $17,000 for the years
ended  December  31,  2003 and 2002,  respectively,  were  charged to expense as
incurred and are included in operating expenses.

Loan Costs:  Loan costs of  approximately  $278,000 are included in other assets
and will be  amortized  by the  straight  line method over the life of the loan.
There was no amortization expense for the years ended December 31, 2003 or 2002.
Amortization  expense is expected to be approximately  $26,000 for the year 2004
and approximately $28,000 for the years ended 2005 through 2008.

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 amounts of its financial  instruments  approximate  their fair
value due to the short  term  maturity  of these  instruments.  The  Partnership
believes that the carrying  amount of its long term debt  approximates  its fair
value.  The carrying  amount of the  Partnership's  net investment in the Master
Loan  approximates  fair value due to the fact that it has been valued  based on
the remaining cash to be transferred from CCEP/2.

Allowance  for  Impairment  Loss:  Allowances to reduce the carrying cost of the
Master Loan were  provided when it was probable  that  reasonably  estimable net
realizable  values are less than the recorded  carrying cost of such investment.
Gains or losses that  resulted from the ongoing  periodic  evaluation of the net
realizable value of the Master Loan were credited or charged, as appropriate, to
operations in the period in which they were identified.

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.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

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

The Partnership was formed for the benefit of its limited partners to lend funds
to CCEP/2, a California general partnership. The general partner of CCEP/2 is an
affiliate of the General Partner. The Partnership loaned funds to CCEP/2 subject
to a non-recourse  note with a participation  interest (the "Master Loan").  The
loans were made to, and the real  properties  that  secured the Master Loan were
purchased and were owned by, CCEP/2.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating  with CCEP/2 with respect to its options which included  foreclosing
on the properties that  collateralized the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collaterized the Master Loan.  During March 2002, the Partnership  Agreement was
amended to allow the  Partnership  to  directly  or  indirectly  own  investment
properties. The General Partner executed deeds in lieu of foreclosure during the
third quarter of 2002 on the three active properties of CCEP/2. The deed in lieu
of  foreclosure  on  the  fourth  and  final  property,   which  just  completed
reconstruction,  was  executed in the third  quarter of 2003.  As the deeds were
executed,  title in the properties previously owned by CCEP/2 were vested in the
Partnership,  subject to the existing  liens on such  properties  including  the
first mortgage loans. As a result,  during the years ended December 31, 2003 and
2002,  the  Partnership  assumed  responsibility  for  the  operations  of  such
properties. The results of operations of the foreclosed properties are reflected
in the accompanying  statements of operations since the foreclosure dates of the
respective  properties  for the periods  September 1, 2002 through  December 31,
2003 and September 1, 2003 through December 31, 2003, respectively.  The balance
remaining  on the Master  Loan,  approximately  $200,000 at December  31,  2003,
represents the final cash to be sent to the Partnership from CCEP/2.

The following table sets forth the  Partnership's  non-cash  activity during the
year ended  December 31, 2003,  with respect to the  foreclosure  of  Glenbridge
Manor Apartments,  and for Canyon Crest  Apartments,  Highcrest  Townhomes,  and
Windemere Apartments for the year ended December 31, 2002 (in thousands).

                                                            Year Ended
                                                           December 31,
                                                       2003            2002
     Investment properties (a)                       $ 28,604        $ 27,000
     Investments in affiliated partnerships (b)            --             918
     Mortgage notes payable (c)                            --         (16,635)
     Master loan, net of allowance (d)                (21,912)        (11,565)
     Other liabilities received, net of other
       assets assumed                                  (3,275)            (48)

     Gain (loss) on foreclosure of real estate       $ 3,417          $ (330)

(a)  For  Glenbridge  Manor  Apartments,  the amount  represents the fair market
     value of the property,  which is based on the cost of  reconstruction.  For
     the other properties, the amount represents the estimated fair value of the
     properties.  The fair value was  determined  by an  appraisal  obtained  in
     September  2000 from an  independent  third party which has been updated by
     management  using  the  net  operating  income  of all  of  the  collateral
     properties capitalized at a rate deemed reasonable for the type of property
     and  adjusted  by  management  for  current  market  conditions,   physical
     condition of each respective property, and other factors.

(b)   See Note G.

(c)   Amount  represents  the present  value of the  mortgages  encumbering  the
      investment  properties  discounted at an interest rate currently available
      to the Partnership.

(d)   For  Glenbridge  Manor  Apartments,  the  amount  of the  Master  Loan  is
      associated  with advances made with respect to the  reconstruction  of the
      property.  There was no allowance  associated with this amount. The amount
      for the year ended  December 31, 2002  represents the amount of the Master
      Loan associated with the three  properties of $35,894 net of the allowance
      for impairment loss of $24,329.

Glenbridge Manor  Apartments had no operations  during 2000 and 2001 and minimal
operations  during 2002. The property had not reached a stabilized  occupancy at
the  time  of the  foreclosure  in  2003.  As a  result,  the  inclusion  of the
information   required  by  the  Securities  an  Exchange   Commission  for  the
acquisition  of real estate  property has not been  provided,  as its  inclusion
would not be meaningful.

Proforma  results  of  operations  assuming  the  foreclosure  of  Canyon  Crest
Apartments, Highcrest Townhomes, and Windemere Apartments occurred at January 1,
2002 are as follows (in thousands, except per unit data).

                                            Year Ended December 31, 2002

Revenues                                              $ 4,901
Net loss                                                  (85)

Net loss per limited partnership unit                 $ (0.09)

At December 31, 2002 the recorded  investment in the Master Loan was  considered
to be impaired under SFAS No. 114,  "Accounting by Creditors for impairment of a
Loan".  The Partnership  measured the impairment of the loan based upon the fair
value of the  collateral due to the fact that repayment of the loan was expected
to be provided solely by the  collateral.  For the year ended December 31, 2002,
the  Partnership  recorded  approximately  $3,800,000  in income  based  upon an
increase in the fair value of the collateral.  The increase in the fair value of
the collateral was due to the reconstruction of Glenbridge Manor Apartments.

Prior to the  foreclosure in 2003, the principal  balance of the Master Loan due
to the Partnership totaled  approximately  $21,912,000.  This amount represented
the fair market value of the remaining  property  owned by CCEP/2,  less the net
liabilities owed by the property. Interest, calculated on the accrual basis, due
to the Partnership  pursuant to the term of the Master Loan  Agreement,  but not
recognized in the income  statements due to the impairment of the loan,  totaled
approximately  $1,395,000 and $514,000 for the years ended December 31, 2003 and
2002,  respectively.  Interest  income  was  recognized  on the  cash  basis  in
accordance with SFAS 114.

During the years ended  December  31, 2003 and 2002,  the  Partnership  advanced
approximately  $7,908,000 and  $10,763,000,  respectively  on the Master Loan to
CCEP/2  to  cover  reconstruction  costs  of  Glenbridge  Manor  Apartments.  No
principal  payments were received for the year ended  December 31, 2003.  During
the year ended December 31, 2002, the Partnership received approximately $88,000
in principal  payments on the Master Loan consisting of funds received by CCEP/2
from certain  investments.  These funds were required to be  transferred  to the
Partnership under the terms of the Master Loan.

Terms of the New Master Loan Agreement

Under the terms of the New Master Loan  Agreement,  interest  accrued at 10% and
payments  were due  quarterly in an amount equal to Excess Cash Flow,  generally
defined in the New Master Loan Agreement as net cash flow after third party debt
service and capital  improvements.  If such Excess Cash Flow  payments were less
than the  current  accrued  interest  during the  quarterly  period,  the unpaid
interest  was  added to  principal,  compounded  annually,  and was  payable  at
maturity.  If such  Excess  Cash Flow  payments  were  greater  than the current
accrued interest,  the excess amount was applied to the principal balance of the
loan.  Any  net  proceeds  from  the  sale  or  refinancing  of any of  CCEP/2's
properties were paid to the  Partnership  under the terms of the New Master Loan
Agreement.

Effective  January 1, 1993,  the  Partnership  and CCEP/2 amended the New Master
Loan  Agreement  to  stipulate  that Excess  Cash Flow would be computed  net of
capital  improvements.  Such  expenditures were formerly funded from advances on
the Master Loan from the Partnership to CCEP/2. This amendment and change in the
definition  of  Excess  Cash  Flow had the  effect  of  reducing  income  on the
investment in Master Loan by the amount of CCEP/2's capital expenditures,  since
such amounts were previously excluded from Excess Cash Flow.

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
                                2003        Interest     Rate       Date        Maturity
                                  (in thousands)                             (in thousands)
Properties
Canyon Crest Apartments
<S>                            <C>            <C>        <C>      <C>   <C>     <C>
  1st mortgage                 $ 3,373        $ 28       7.10%    01/01/10      $ 2,613
Highcrest Townhomes
  1st mortgage                   6,265           55      7.72%    02/01/10        4,868
Windemere Apartments
  1st mortgage                   5,636           50      7.83%    11/01/10        4,189
Glenbridge Manor
  Apartments
  1st mortgage                  21,000           (A)     5.65%    12/15/13       16,566

                                36,274

Mortgage Premium, net              698

           Total               $36,972       $ 264                              $28,236
</TABLE>

(A)   The mortgage  requires  interest  only  payments  during  2004.  Beginning
      January 15, 2005,  monthly  payments of principal  plus interest  totaling
      approximately $131,000 are required by the mortgage.

On  December  19,  2003,  the  Partnership   obtained   mortgage   financing  of
approximately   $21,000,000  on  Glenbridge  Manor   Apartments.   The  mortgage
indebtedness  carries a stated interest rate of 5.65%. During 2004, the mortgage
requires monthly interest only payments. Beginning on January 15, 2005, payments
of  principal  and interest of  approximately  $131,000 are due each month until
December 2013. In December 2013 a balloon payment of  approximately  $16,566,000
will be due. Capitalized loan costs incurred on the financing were approximately
$278,000.

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment properties.  Prepayment penalties are incurred if the notes are repaid
prior to maturity.  Further,  the properties may not be sold subject to existing
indebtedness. The principal balance of the loans is being amortized over 240 and
300 months with balloon payments due in 2010 and 2013

The carrying amount of the  Partnership's  long term debt  approximates its fair
value due to the fact  that the  mortgages  on the  foreclosed  properties  were
recorded at their fair value.  The fair value of the  mortgages  was  determined
based upon the  incremental  borrowing rate available to the  Partnership at the
time of foreclosure.  The mortgage premium of  approximately  $698,000 is net of
accumulated  amortization of approximately  $102,000.  The mortgage premiums are
being  amortized  over the  remaining  lives of the loans.  Amortization  of the
mortgage premium is included in interest expense in the consolidated  statements
of operations.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2003 are as follows (in thousands):

                               Mortgage
                                 Note             Premium            Total

            2004               $   459             $  92            $   551
            2005                   889                96                985
            2006                   951               103              1,054
            2007                 1,017               110              1,127
            2008                 1,089               118              1,207
         Thereafter             31,869               179             32,048
                               $36,274             $ 698            $36,972

Note D - Transactions with Affiliated Parties

CCIP/2  has no  employees  and is  dependent  on the  General  Partner  and  its
affiliates for the management and administration of all partnership  activities.
Affiliates  of  the  General  Partner  provide  property  management  and  asset
management services to the Partnership.  The Partnership Agreement also provides
for  reimbursement  to the General Partner and its affiliates for costs incurred
in connection with the administration of CCIP/2's activities.

During the years ended  December  31, 2003 and 2002,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
residential   properties  for  providing  property  management   services.   The
Partnership  paid  to  such  affiliates   approximately  $273,000  and  $70,000,
respectively, which is included in operating expense.

An  affiliate  of the General  Partner  charged  reimbursements  of  accountable
administrative expenses amounting to approximately $812,000 and $394,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative  expenses.  At December 31, 2003,  additional charges
for 2003  accountable  administrative  expenses from an affiliate of the General
Partner  of  approximately  $391,000  is  included  in Due to  Affiliate  on the
accompanying  balance  sheet.  For the year ended  December 31, 2003,  the first
three  quarters  were based on  estimated  amounts and in the fourth  quarter of
2003,  the  reimbursement  of accountable  administrative  expenses was adjusted
based on actual costs (see "Note I").

During the year ended December 31, 2003,  the General  Partner paid certain loan
costs associated with the financing of Glenbridge Manor Apartments.  At December
31, 2003, the Partnership owed  approximately  $65,000 to the General Partner as
reimbursement for these costs.

The General  Partner has loaned the  Partnership  approximately  $13,222,000 and
$10,625,000 during the years ended December 31, 2003 and 2002, respectively,  so
that  the  Partnership  could  make  advances  on a  non-recourse  note  with  a
participation  interest  (see  "Note  B") to  assist  in the  reconstruction  of
Glenbridge Manor Apartments.  During the years ended December 31, 2003 and 2002,
the Partnership  repaid  approximately  $22,588,000 and $100,000,  respectively.
Interest  is  charged  at  the  prime  rate  plus  2%.   Interest   expense  was
approximately  $1,109,000 and $299,000 for the years ended December 31, 2003 and
2002,  respectively.  As of  December  31,  2003,  approximately  $2,567,000  in
principal  and accrued  interest is due to an affiliate of the General  Partner.
Subsequent  to December  31,  2003,  the General  Partner  loaned  approximately
$57,000 to the  Partnership  to assist with final payments  associated  with the
reconstruction of Glenbridge Manor Apartments.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,973.90 limited partnership units
(the "Units") in the Partnership representing 49.61% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
23,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
458,149.70  Units for a purchase  price of $9.12 per Unit.  This  offer  expires
April 9, 2004.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership  Agreement and voting to remove the General Partner. As a result
of its ownership of 49.61% of the  outstanding  Units,  AIMCO and its affiliates
are in a position to  influence  all such voting  decisions  with respect to the
Partnership.  Although the General Partner owes fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

Note E - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>
                                                    Initial Cost
                                                   To Partnership
                                                   (in thousands)
                                                           Buildings      Net Costs
                                                          and Related    Capitalized
                                                            Personal    Subsequent to
Description                      Encumbrances     Land      Property     Acquisition


<S>                                <C>          <C>         <C>             <C>
Canyon Crest Apartments            $ 3,373      $ 1,242     $ 4,158         $ 180
Highcrest Townhomes                  6,265        3,660       8,540            295
Windemere Apartments                 5,636        1,955       7,445            158
Glenbridge Manor Apartments         21,000        4,335      24,269          1,520

                                    36,274
Mortgage Premium                       698

            Totals                 $36,972      $11,192     $44,412        $ 2,153
</TABLE>

<TABLE>
<CAPTION>

                   Gross Amount At Which Carried
                         At December 31, 2003
                           (in thousands)

                            Buildings
                               And
                             Related
                             Personal          Accumulated    Date of     Date   Depreciable
Description          Land   Properties Total  Depreciation  ConstructionAcquired Life-Years

<S>                <C>       <C>      <C>          <C>         <C>      <C>   <C>   <C>
Canyon Crest Apts  $ 1,242   $ 4,338  $ 5,580      $ 237       1966     08/22/02    5-40
Highcrest Townhomes  3,660     8,835   12,495        706       1968     08/22/02    5-40
Windemere Apartments 1,955     7,603    9,558        401       1982     08/28/02    5-40
Glenbridge Manor
  Apartments         4,335    25,789   30,124        337       2003     09/03/03    5-40

      Totals       $11,192   $46,565   $57,757   $ 1,681
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                 Year Ended December 31,
                                                   2003           2002
                                                      (in thousands)
    Investment Properties
    Balance at beginning of year                 $27,204          $ --
      Acquisition of properties through
        foreclosure                               28,604          27,000
      Property improvements                        1,949             204
    Balance at end of year                       $57,757         $27,204

    Accumulated Depreciation
    Balance at beginning of year                  $ 248           $ --
      Additions charged to expense                 1,433             248
    Balance at end of year                       $ 1,681          $ 248

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December 31, 2003 and 2002 is  approximately  $57,757,000 and  $27,204,000.  The
accumulated  depreciation  taken for Federal income tax purposes at December 31,
2003 and 2002 is approximately $1,892,000 and $453,000, respectively.

Note F - Glenbridge Manor Apartments

In April  1999,  Glenbridge  Manor  Apartments  was  completely  destroyed  by a
tornado.  Reconstruction  of the property began during the third quarter of 2001
and the project was  substantially  completed  during  2003.  As of December 31,
2003, approximately 263 of the 290 units at the property had been leased.

Note G - Investment in Affiliated Partnerships

The Partnership has investments in the following affiliated partnerships:
<TABLE>
<CAPTION>

                                                                        Investment
                                                      Ownership         Balance At
Partnership                    Type of Ownership      Percentage    December 31, 2003
                                                                      (in thousands)
Consolidated Capital            Non-controlling
<S>                                                     <C>                <C>
  Growth Fund                    General Partner        0.40%              $ 17
Consolidated Capital            Non-controlling
  Properties III                 General Partner        1.85%                 23
Consolidated Capital            Non-controlling
  Properties IV                  General Partner        1.85%                948
                                                                           $ 988
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP/2  (see  "Note  B") and are  accounted  for on the  equity  method of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of  operations.  During  the  years  ended  December  31,  2003  and  2002,  the
Partnership  received  approximately  $1,049,000 and $23,000,  respectively,  in
distributions  from two of the  partnerships.  Approximately  $1,015,000  of the
distributions  related to the sale of three of the  properties  in  Consolidated
Capital  Growth Fund. Of this amount,  approximately  $985,000 was recognized as
equity in income from investment once the investment  balance allocated to those
properties had been reduced to zero. The Partnership  also recognized  equity in
income from investment in Consolidated  Capital  Properties IV of  approximately
$157,000  which  included the  allocation of gain from the sale of a property in
Consolidated  Capital  Properties IV. There was no distribution  associated with
this sale.

At December 31, 2003, the unamortized  excess of the  Partnership's  investments
over the  historical  cost of the  underlying  net assets of the  investees  was
approximately  $6,365,000  which has been  attributed  to the fair values of the
investees  underlying  properties  and is being  depreciated  over their  useful
lives.  The  aggregate  market  value  of  the   Partnership's   investments  is
approximately $661,000 at December 31, 2003.

Note H - 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
loss for the years ended  December 31, 2003 and 2002 (in  thousands,  except per
unit data):

                                                    2003            2002

      Net income as reported                      $ 1,984          $ 2,914
      Add (deduct):
        Depreciation differences                        (6)           (205)
        Valuation allowance                             --          (3,800)
        Change in prepaid rental                        72              93
        Other                                          163              83
        (Gain) loss on foreclosure                 (44,899)            336

      Federal taxable income                      $(42,686)        $ (579)

      Federal taxable income per limited
        partnership unit                          $ (46.48)        $ (0.63)


The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets (in thousands):


                  Net assets as reported                   $16,508
                    Buildings and land                          --
                    Accumulated depreciation                  (211)
                    Syndication fees                        25,796
                    Other                                    1,952
                  Net assets - tax basis                   $44,045

Note I - Fourth-Quarter Adjustment

The Partnership's  policy is to record management  reimbursements to the General
Partner as allowed under the Partnership  Agreement on a quarterly basis,  using
estimated  financial  information  furnished  by an  affiliate  of  the  General
Partner.  For  the  first  three  quarters  of  2003,  these  reimbursements  of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2003,  the  Partnership  recorded an adjustment to management
reimbursements  to  the  General  Partner  of  approximately  $391,000  due to a
difference  in the  estimated  costs and the actual costs  incurred.  The actual
management reimbursements to the General Partner for the year ended December 31,
2003 were  approximately  $812,000,  as  compared  to the  estimated  management
reimbursements  to the General  Partner for the year ended  December 31, 2003 of
approximately $421,000.

Note J - Legal Proceedings

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal. The General Partner is currently  scheduled
to file a brief in  support  of the  order  approving  settlement  and  entering
judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours  worked  in  excess  of forty  per  week.  The  Complaint  is  styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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

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

            None.

Item 8a.    Controls and Procedures

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

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.


                                    PART III

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

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

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K. Kompaniez has been Director of the General Partner since February 2004.
Mr.  Kompaniez  has been Vice  Chairman of the Board of Directors of AIMCO since
July 1994 and was  appointed  President  in July 1997.  Mr.  Kompaniez  has also
served as Chief Operating  Officer of NHP Incorporated  after it was acquired by
AIMCO in December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez  resigned as
President of AIMCO.  Mr.  Kompaniez will continue in his role as Director of the
General  Partner and Vice  Chairman  of AIMCO's  Board and will serve AIMCO on a
variety of special and ongoing projects in an operating role.

Martha L. Long has been a Director  and Senior  Vice  President  of the  General
Partner since February 2004. Ms. Long has been with AIMCO since October 1998 and
has served in various  capacities.  From 1998 to 2001, Ms. Long served as Senior
Vice President and Controller of AIMCO and the General Partner.  During 2002 and
2003,  Ms. Long served as Senior Vice  President of Continuous  Improvement  for
AIMCO.

Harry G. Alcock was appointed Executive Vice President of the General Partner in
February 2004 and has been Executive Vice President and Chief Investment Officer
of AIMCO since October  1999.  Prior to October 1999 Mr. Alcock served as a Vice
President  of AIMCO  from July 1996 to October  1997,  when he was  promoted  to
Senior Vice  President-Acquisitions  where he served  until  October  1999.  Mr.
Alcock has had responsibility for acquisition and financing  activities of AIMCO
since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary of the General  Partner in February  2004 and of AIMCO in August 2001.
Prior to joining  AIMCO,  Mr. Cortez was the senior  partner of Cortez  Macaulay
Bernhardt  &  Schuetze  LLC,  a Denver  law firm,  from  December  1997  through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the General  Partner in  February  2004 and of AIMCO in  February  2003.  Ms.
Fielding  previously  served as Senior Vice  President - Securities  and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the General  Partner since April 2002. Mr.  McAuliffe has served as Executive
Vice  President of AIMCO since February 1999 and was appointed  Chief  Financial
Officer  of AIMCO in October  1999.  From May 1996  until he joined  AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the General  Partner in February  2004 and of AIMCO in January  2004.
Prior to  joining  AIMCO in January  2004,  Mr.  Herzog  was at GE Real  Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000, including a two-year assignment in the real estate national office.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The board of  directors of the General  Partner  does not have a separate  audit
committee.  As such, the board of directors of the General Partner  fulfills the
functions of an audit  committee.  The board of directors  has  determined  that
Martha L. Long meets the requirement of an "audit committee financial expert".

The  directors  and  officers of the General  Partner  with  authority  over the
Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code
of ethics that applies to such  directors and officers that is posted on AIMCO's
website  (www.AIMCO.com).  AIMCO's  website is not  incorporated by reference to
this filing.

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except  as  noted  below,  no  person  was  known by the  Partnership  to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Partnership as of December 31, 2003:

Entity                                  Number of Units      Percentage

Reedy River Properties
  (an affiliate of AIMCO)                   168,736.5          18.56%
AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                    17,240.6           1.90%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                  197,478.10          21.72%
Cooper River Properties, LLC
  (an affiliate of AIMCO)                    67,518.7           7.43%

Reedy River Properties, AIMCO IPLP, L.P. (formerly known as Insignia Properties,
L.P.),  and Cooper River  Properties,  LLC are  indirectly  ultimately  owned by
AIMCO. Their business address is 55 Beattie Place, Greenville, SC 29602.

AIMCO  Properties,  L.P.  is  indirectly  ultimately  controlled  by AIMCO.  Its
business  address is 4582 S. Ulster St. Parkway,  Suite 1100,  Denver,  Colorado
80237.

No  directors  or  officers  of  the  General  Partner  owns  any  Units  of the
Partnership of record or beneficially.

Item 12.    Certain Relationships and Related Transactions

CCIP/2  has no  employees  and is  dependent  on the  General  Partner  and  its
affiliates for the management and administration of all partnership  activities.
Affiliates  of  the  General  Partner  provide  property  management  and  asset
management services to the Partnership.  The Partnership Agreement also provides
for  reimbursement  to the General Partner and its affiliates for costs incurred
in connection with the administration of CCIP/2's activities.

During the years ended  December  31, 2003 and 2002,  affiliates  of the General
Partner were  entitled to receive 5% of gross  receipts  from the  Partnership's
residential   properties  for  providing  property  management   services.   The
Partnership  paid  to  such  affiliates   approximately  $273,000  and  $70,000,
respectively, which is included in operating expense.

An  affiliate  of the General  Partner  charged  reimbursements  of  accountable
administrative expenses amounting to approximately $812,000 and $394,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative  expenses.  At December 31, 2003,  additional charges
for 2003  accountable  administrative  expenses from an affiliate of the General
Partner  of  approximately  $391,000  is  included  in Due to  Affiliate  on the
accompanying  balance  sheet.  For the year ended  December 31, 2003,  the first
three  quarters  were based on  estimated  amounts and in the fourth  quarter of
2003,  the  reimbursement  of accountable  administrative  expenses was adjusted
based on actual costs (see "Note I").

During the year ended December 31, 2003,  the General  Partner paid certain loan
costs associated with the financing of Glenbridge Manor Apartments.  At December
31, 2003, the Partnership owed  approximately  $65,000 to the General Partner as
reimbursement for these costs.

The General  Partner has loaned the  Partnership  approximately  $13,222,000 and
$10,625,000 during the years ended December 31, 2003 and 2002, respectively,  so
that  the  Partnership  could  make  advances  on a  non-recourse  note  with  a
participation  interest  (see  "Note  B") to  assist  in the  reconstruction  of
Glenbridge Manor Apartments.  During the years ended December 31, 2003 and 2002,
the Partnership  repaid  approximately  $22,588,000 and $100,000,  respectively.
Interest  is  charged  at  the  prime  rate  plus  2%.   Interest   expense  was
approximately  $1,109,000 and $299,000 for the years ended December 31, 2003 and
2002,  respectively.  As of  December  31,  2003,  approximately  $2,567,000  in
principal  and accrued  interest is due to an affiliate of the General  Partner.
Subsequent  to December  31,  2003,  the General  Partner  loaned  approximately
$57,000 to the  Partnership  to assist with final payments  associated  with the
reconstruction of Glenbridge Manor Apartments.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,973.90 limited partnership units
(the "Units") in the Partnership representing 49.61% of the outstanding Units at
December  31,  2003.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on February
23,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
458,149.70  Units for a purchase  price of $9.12 per Unit.  This  offer  expires
April 9, 2004.  Pursuant to the  Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters that include,  but are not limited to,  voting on certain  amendments to
the Partnership  Agreement and voting to remove the General Partner. As a result
of its ownership of 49.61% of the  outstanding  Units,  AIMCO and its affiliates
are in a position to  influence  all such voting  decisions  with respect to the
Partnership.  Although the General Partner owes fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

Item 13.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

      (a) See Exhibit Index attached.

      (b) Reports on Form 8-K filed in the fourth quarter of fiscal year 2003:

            None.

Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $51,000 and $24,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $19,000 and $11,000, respectively.



<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


                                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2


                                    By:   ConCap Equities, Inc.
                                          Its General Partner


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


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 30, 2004


In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.


/s/Peter K. Kompaniez                                 Date: March 30, 2004
Peter K. Kompaniez
Director


/s/Martha L. Long                                     Date: March 30, 2004
Martha L. Long
Director and Senior Vice
President


/s/Thomas M. Herzog                                   Date: March 30, 2004
Thomas M. Herzog
Senior Vice President and
Chief Accounting Officer



<PAGE>


                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

     3.1  Certificates of Limited Partnership, as amended to date.

     3.2  Fourth  Amendment  to the amended  and  restated  limited  partnership
          agreement of CCIP/2 dated January 8, 2002  (Incorporated  by reference
          to the annual  report on Form 10-KSB for the year ended  December  31,
          2003).

     10.1 Amended Loan Agreement dated November 15, 1990 (the "Effective Date"),
          by and between the Partnership and EP/2  (Incorporated by reference to
          the Annual Report on Form 10-KSB for the year ended  December 31, 1990
          ("1990 Annual Report")).

     10.2 Assumption Agreement as of the Effective Date, by and between EP/2 and
          CCEP/2 (Incorporated by reference to the 1990 Annual Report).

     10.3 Assignment  of Claims as of the  Effective  Date,  by and  between the
          Partnership  and EP/2.  (Incorporated  by reference to the 1990 Annual
          Report).

     10.4 Assignment of Partnership  Interests in CC Office Associates and Broad
          and Locust Associates dated November 16, 1990 (the effective date), by
          and between  EP/2 and CCEP/2  (Incorporated  by  reference to the 1990
          Annual Report).

     10.5 Property  Management  Agreement No. 113 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).

     10.6 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).

     10.7 Assignment and Assumption  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).

     10.8 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).

     10.9 Assignment and Agreement  dated October 23, 1990, by and between CCMLP
          and  The  Hayman   Company   (100   Series  of   Property   Management
          Contracts)(Incorporated  by reference to the Quarterly  Report on Form
          10-Q for the quarter ended September 30, 1990).

     10.10Construction  Management Cost Reimbursement Agreement dated January 1,
          1991,  by  and  between  the   Partnership  and  The  Hayman  Company.
          (Incorporated by reference to the Annual Report on Form 10-KSB for the
          year ended December 31, 1991).

     10.11Investor  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).

     10.12Assignment  and Assumption  Agreement  (Investor  Services  Agreement)
          dated  October  23,  1990 by and  between  CCEC  and  ConCap  Services
          Company.

     10.13Letter 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-KSB for the year ended December 31, 1991).

     10.14Financial  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)
          (Incorporated by reference to the 1990 Annual Report).

     10.15Assignment and Assumption  Agreement  (Financial  Services  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).

     10.16Letter of Notice dated December 20, 1991,  from PSI to the Partnership
          regarding the change in ownership and  dissolution  of ConCap  Capital
          Company  whereby  PSI  assumed  the  Financial   Services   Agreement.
          (Incorporated by reference to the Annual Report on Form 10-KSB for the
          year ended December 31, 1991).

     10.17Property Management  Agreement No. 501 dated February 16, 1993, by and
          between the Partnership and Coventry Properties, Inc. (Incorporated by
          reference  to the  Annual  Report on Form  10-KSB  for the year  ended
          December 31, 1992).

     10.18Property  Management  Agreement  No.  412 dated May 13,  1993,  by and
          between  Consolidated  Capital Equity  Partners/Two  L.P. and Coventry
          Properties, Inc. (Incorporated by reference to the Quarterly Report on
          Form 10-Q for the quarter ended September 30, 1993).

     10.19Assignment and Assumption Agreement (Property Management Agreement No.
          412) 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).

     10.20Assignment and 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).

     10.21Property  Management  Agreement  No.  413 dated May 13,  1993,  by and
          between  Consolidated  Capital Equity  Partners/Two  L.P. 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. 413) 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 and 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).

     10.30Multifamily  Note dated October 2, 2000 between  Consolidated  Capital
          Equity Partners/Two L.P., a California limited  partnership,  and GMAC
          Commercial  Mortgage  Corporation for refinance of Windmere Apartments
          (Filed with the Registrant's Form 8-K on November 27, 2000).

     10.31Multifamily Note dated October 31, 2000 between  Consolidated  Capital
          Equity Partners/Two L.P., a California limited  partnership,  and GMAC
          Commercial  Mortgage  Corporation for refinance of Highcrest Townhomes
          Apartments  (Filed  with the  Registrant's  Form 8-K on  November  27,
          2000).

     10.32Multifamily Note dated December 22, 2000 between  Consolidated Capital
          Equity Partners/Two L.P., a California limited  partnership,  and GMAC
          Commercial   Mortgage   Corporation  for  refinance  of  Canyon  Crest
          Apartments (filed with the Registrant's Form 8-K on January 22, 2001).

     10.33Assignment   of   Partnership   Rights   and   Distributions   between
          Consolidated Capital Equity  Partners/Two,  L.P., a California limited
          partnership and Consolidated  Capital  Institutional  Properties/2,  a
          California  limited  partnership  (Incorporated  by  reference  to the
          Registrant's Current Report on Form 8-K dated August 22, 2002).

     10.34Agreement  for  Conveyance  of  Real  Property,   including   exhibits
          thereto,  between Consolidated  Capital Equity  Partners/Two,  L.P., a
          California limited partnership and Consolidated Capital  Institutional
          Properties/2,   a  California  limited  partnership  (Incorporated  by
          reference to the Registrant's  Current Report on Form 8-K dated August
          22, 2002).

     10.35Promissory  Note dated December 17, 2003 between CCIP/2 Village Brook,
          LLC, a Delaware  limited  partnership,  and  Northwestern  Mutual Life
          Insurance Company, a Wisconsin corporation  (incorporated by reference
          to the  Registrant's  Current  Report on Form 8-K dated  December  19,
          2003).

     10.36Mortgage  and  Security  Agreement  dated  December  17, 2003  between
          CCIP/2  Village  Brook,  LLC,  a  Delaware  limited  partnership,  and
          Northwestern  Mutual Life Insurance Company,  a Wisconsin  corporation
          (incorporated by reference to the Registrant's  Current Report on Form
          8-K dated December 19, 2003).

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

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

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



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Consolidated  Capital
      Institutional Properties/2;

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

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

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

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

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

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

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

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

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

Date: March 30, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Consolidated  Capital
      Institutional Properties/2;

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

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

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

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

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

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

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

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

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

Date: March 30, 2004

                                    /s/Thomas M. Herzog
                                Thomas M. Herzog
                                Senior  Vice  President  and  Chief   Accounting
                                Officer of ConCap Equities,  Inc., equivalent of
                                the chief financial officer of the Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form 10-KSB of  Consolidated  Capital
Institutional  Properties/2 (the  "Partnership"),  for the year end December 31,
2003 as filed with the  Securities  and Exchange  Commission  on the date hereof
(the "Report"), Martha L. Long, as the equivalent of the Chief Executive Officer
of the  Partnership,  and  Thomas  M.  Herzog,  as the  equivalent  of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 30, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 30, 2004


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