FORM 10-K ---ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

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

                                    Form 10-K

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

                 For the fiscal year ended December 31, 2000

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

             For the transition period from _________to _________

                         Commission file number 0-11723

               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)

                            Issuer's telephone number
                                 (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Sec.  229.405 of this chapter) is not contained  herein,  and
will not 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-K or any amendment to this Form 10-K. (Amended by Exch.
Act Rel No. 28869, eff. 5/1/91). Yes ___  No  X

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, 2000. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I

Item 1.  Description of Business

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 Registrant 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").  The  Partnership
Agreement  provides  that the  Partnership  is to terminate on December 31, 2013
unless terminated prior to such date.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 421,739.60 limited partnership units
in the Partnership  representing 46.39% of the outstanding units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase price of $31.00 per Unit. Pursuant to this
offer,  AIMCO  acquired an  additional  2,784.30  units  resulting  in its total
ownership being increased to 424,523.90 units or 46.70% of the total outstanding
units. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 46.70% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the General  Partner  because of their
affiliation with the General Partner.

The  Partnership's  primary  business and only  industry  segment is real estate
related  operations.  See "Item 8.  Financial  Statements - Note A" for detailed
disclosure of the Partnership's  Segment Reporting.  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
corporate general partner of the Partnership.  See "Status of Master Loan" for a
description of the loan and settlement of EP/2's  bankruptcy.  Through  December
31, 2000, the Partnership had advanced a total of approximately  $183,470,000 to
EP/2 and its  successor  under the Master  Loan (as defined in "Status of Master
Loan").  As of December  31, 2000,  the balance of the Master  Loan,  net of the
allowance for possible  losses,  was  approximately  $10,650,000.  EP/2 used the
proceeds  from these loans to acquire  eleven (11)  apartment  buildings and ten
(10) office complexes, which collateralized the Master Loan. EP/2's successor in
bankruptcy (as more fully  described in "Status of Master Loan")  currently owns
three (3)  apartment  buildings and is currently  rebuilding a fourth  apartment
building which secure the Master Loan.

The Registrant  has no employees.  Management  and  administrative  services are
performed by the General Partner and by agents of the General Partner.

Status of Master Loan

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
has 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 new partnership  agreement,
CCEP/2 is managed by CHI primarily for the benefit of the Partnership.  CCEP/2's
primary  objective  is to conduct its  business to  maximize  the  Partnership's
recovery under the New Master Loan Agreement.

Under the terms of the New Master Loan  Agreement,  interest  accrues at 10% and
payments are 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 are less than the current accrued interest during the quarterly period,
the unpaid interest is added to principal,  compounded annually,  and is payable
at the loan's  maturity.  If such Excess Cash Flow payments are greater than the
current accrued interest,  the excess amount is applied to the principal balance
of the loan.  Any net  proceeds  from  sale or  refinancing  of any of  CCEP/2's
properties  are paid to the  Partnership  under the terms of the New Master Loan
Agreement.  The Master Loan  matured in November  2000.  The General  Partner is
currently in negotiations  with CCEP/2 with respect to its options which include
foreclosing on the properties  that  collateralize  the Master Loan or extending
the terms of the Master Loan. If the  Partnership  forecloses on the  properties
securing  the Master  Loan,  title in the  properties  owned by CCEP/2  would be
vested in the  Partnership,  subject to the  existing  liens on such  properties
including the first mortgage  loans. As a result,  the Partnership  would become
responsible for the operations of such properties.

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 has 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.

Transfer of Control

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

Segments

Segment data for the years ended  December 31, 2000,  1999, and 1998 is included
in "Item 8.  Financial  Statements - Note A" and is an integral part of the Form
10-K.

Item 2.  Property

As of December 31, 2000 and 1999, the Partnership has no real estate assets.

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended complaint. The General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.

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


<PAGE>



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

During the quarter ended December 31, 2000, no matter was submitted to a vote of
the unit holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5.     Market for Registrant's Units of Limited Partnership and Related
            Security Holder Matters

The Partnership,  a publicly-held limited partnership,  offered and sold 912,182
limited partnership units aggregating  $227,800,000.  The Partnership  currently
has 24,037 holders of record owning an aggregate of 909,123.60 Units. Affiliates
of the  General  Partner  owned  421,739.60  units or  approximately  46.39%  at
December 31, 2000. No public trading market has developed for the Units,  and it
is not anticipated that such a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended  December 31,  1998,  1999 and 2000 and  subsequent  to December 31,
2000.

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit

       01/01/98 - 12/31/98           $ 2,985,000 (1)          $ 3.28

       01/01/99 - 12/31/99            37,995,000 (2)           41.73

       01/01/00 - 12/31/00            13,383,000 (3)           14.70

      Subsequent to 12/31/00           1,300,000 (4)            1.43

(1)   Distribution  was made from surplus funds which was distributed  100% to
      the limited partners.

(2)   Consists of $323,000 from surplus funds and $32,000,000 from sale proceeds
      of CCEP/2 commercial proceeds distributed 100% to the limited partners and
      $5,672,000  from  operations  (approximately  $5,616,000  to  the  limited
      partners  or  $6.18  per  limited  partnership  unit)  distributed  to all
      partners.

(3)   Consists of $2,000,000  (approximately  $1,980,000 to the limited partners
      or  $2.18  per  limited   partnership  unit)  from  operations  which  was
      distributed  to all partners and  $4,200,000  all to the limited  partners
      (approximately  $4.62  per  limited  partnership  unit)  from  refinancing
      proceeds of Windmere  Apartments  and  Highcrest  Townhomes  in CCEP/2 and
      $7,183,000 (approximately $7.90 per limited partnership unit) from surplus
      funds distributed all to the limited partners.

(4)   Consists  of  approximately  $1,300,000  (approximately  $1.43 per limited
      partnership unit) from the refinancing proceeds of Canyon Crest Apartments
      in CCEP/2 all to the limited partners.

The Partnership's  distribution  policy is reviewed on a quarterly basis. Future
cash  distributions  will  depend on  CCEP/2's  ability to make  payments on the
account of the Master Loan and the  availability of cash reserves.  There can be
no assurance,  however, that the Partnership will generate sufficient funds from
operations  to permit any  additional  distributions  to its partners in 2001 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 421,739.60 limited partnership units
in the Partnership  representing 46.39% of the outstanding units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase price of $31.00 per Unit. Pursuant to this
offer,  AIMCO  acquired an  additional  2,784.30  units  resulting  in its total
ownership being increased to 424,523.90 units or 46.70% of the total outstanding
units. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 46.70% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the General  Partner  because of their
affiliation with the General Partner.


<PAGE>



Item 6.     Selected Financial Data

The  following  table sets forth a summary  of  certain  financial  data for the
Partnership.  This summary should be read in conjunction with the  Partnership's
financial   statements  and  notes  thereto  appearing  in  "Item  8.  Financial
Statements and Supplementary Data".

<TABLE>
<CAPTION>

                                          FOR THE YEARS ENDED DECEMBER 31,
                                 2000       1999        1998       1997        1996
STATEMENTS OF OPERATIONS
                                          (in thousands, except unit data)

<S>                           <C>        <C>         <C>        <C>         <C>
Total Revenues                $  1,520   $  1,328    $ 15,367   $  6,755    $  2,070

Total Expenses                    (644)      (520)       (820)      (480)     (2,649)

Net income (loss)             $    876   $    808    $ 14,547   $  6,275    $   (579)

Net income (loss) per
 Limited Partnership Unit     $    .95   $    .88    $  15.84   $   6.83    $   (.63)

Distributions per Limited
  Partnership Unit            $  14.70   $  41.73    $   3.28   $  10.98    $     --

Limited Partnership Units
  outstanding                  909,124    909,124     909,134    909,134     909,138


                                                 AS OF DECEMBER 31,
BALANCE SHEETS                   2000       1999        1998       1997        1996
                                                   (in thousands)

Total assets                  $ 12,804   $ 25,323    $ 62,466   $ 50,906    $ 54,636

</TABLE>


<PAGE>





Item 7.     Management's  Discussion  and Analysis of Financial  Condition and
            Results of Operations

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

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

Results of Operations

The  Partnership's net income for the years ended December 31, 2000 and 1999 was
approximately $876,000 and $808,000, respectively. The increase in net income is
due  primarily to an increase in interest  income on the net  investment  in the
Master Loan partially  offset by an increase in total expenses.  Interest income
on the  investment  in the Master Loan  increased  as a result of an increase in
excess cash flow payments  received from CCEP/2.  The increase in total expenses
is due to an increase in general and administrative expenses.

General and  administrative  expenses  increased for the year ended December 31,
2000,  primarily  due to an increase  in the costs of  services  included in the
management   reimbursements   to  the  General  Partner  as  allowed  under  the
Partnership  Agreement  which  were  partially  offset  by a  decrease  in legal
expenses  related  to  previous  litigation  and to a  decrease  in the costs of
communications with the investors.

1999 Compared with 1998

The Partnership  realized net income of  approximately  $808,000 and $14,547,000
for the years ended  December 31, 1999 and 1998,  respectively.  The decrease in
net income is due to a decrease in total revenues,  which was slightly offset by
a decrease  in total  expenses.  The  decrease  in total  revenues is due to the
reduction of  provision  for  impairment  loss  recognized  during 1998 and to a
lesser extent a decrease in interest  income on net investment in Master Loan to
an affiliate and interest income on investments. As discussed in "Item 8. Note C
- Net Investment in Master Loan",  the Partnership  recorded  interest income of
approximately  $998,000 and $1,200,000 for the years ended December 31, 1999 and
1998,  respectively.  No reduction of allowance for impairment loss was recorded
for the  year  ended  December  31,  1999.  As the fair  value of the  remaining
collateral  properties  underlying the Master Loan did not significantly  change
from their fair value at  December  31,  1998,  no change to the  allowance  was
deemed necessary during 1999. Interest income on investments  decreased due to a
reduction in the cash  balance in  interest-bearing  money market  accounts as a
result of the  distributions to partners made during 1999. The decrease in total
revenues was partially  offset by a decrease in total expenses  resulting from a
decrease in general and administrative  expenses for the year ended December 31,
1999. General and administrative  expenses decreased primarily due to a decrease
in  reimbursements to the General Partner and a reduction in the amount of legal
fees incurred by the Partnership.

Liquidity and Capital Resources

At  December  31,  2000,  the  Partnership  had  cash and  cash  equivalents  of
approximately $2,143,000 as compared to approximately $6,846,000 at December 31,
1999. The decrease in cash and cash equivalents of  approximately  $4,703,000 is
due to approximately $13,383,000 of cash used in financing activities, which was
partially  offset by  approximately  $7,724,000  of cash  provided by  investing
activities and approximately  $956,000 of cash provided by operating activities.
Cash  provided by investing  activities  consisted of principal  receipts on the
Master Loan. Cash used in financing  activities  consisted of  distributions  to
partners. The Partnership invests its working capital reserves in a money market
account.

At  December  31,  1999,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $6,846,000 as compared to  approximately  $10,969,000 at December
31, 1998. The net decrease of  approximately  $4,123,000 is due to approximately
$37,995,000 of cash used in financing activities,  which was partially offset by
approximately   $33,111,000  of  cash  provided  by  investing   activities  and
approximately  $761,000 of cash provided by operating activities.  Cash provided
by investing activities consisted of principal receipts on the Master Loan. Cash
used in financing activities consisted of distributions to partners.

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.
Such assets are currently  thought to be sufficient  for any near-term  needs of
the  Partnership.  See "CCEP/2  Property  Operations" for discussion on CCEP/2's
ability to provide future cash flow as Master Loan debt service.

The   Partnership   distributed   approximately   $2,000,000   from   operations
(approximately  $1,980,000 to the limited partners,  or approximately  $2.18 per
limited  partnership  unit) and $4,200,000 all to the limited  partners from the
refinancing  proceeds of Windmere  Apartments and Highcrest  Townhomes in CCEP/2
(approximately  $4.62 per limited  partnership  unit) and  $7,183,000 all to the
limited partners from surplus cash (approximately  $7.90 per limited partnership
unit) during the twelve months ended December 31, 2000.

Subsequent  to the year ended  December 31, 2000,  the  Partnership  distributed
approximately   $1,300,000  ($1.43  per  limited   partnership  unit)  from  the
refinancing  proceeds of Canyon  Crest  Apartments  in CCEP/2 all to the limited
partners.

The Partnership made distributions totaling approximately  $37,995,000 (of which
$37,939,000  was to the  limited  partners or  approximately  $41.73 per limited
partnership  unit)  during the twelve  months ended  December 31, 1999.  Of this
approximately  $323,000 was paid all to the limited  partners from surplus funds
($.35 per limited partnership unit),  approximately  $32,000,000 was paid all to
the limited partners from sale proceeds of CCEP/2 commercial  properties ($35.20
per  limited  partnership  unit)  and  approximately  $5,672,000  was paid  from
operations  (approximately  $5,616,000  to the  limited  partners  or $6.18  per
limited partnership unit). During the twelve months ended December 31, 1998, the
Partnership made distributions of approximately $2,985,000  (approximately $3.28
per limited partnership unit) from surplus funds all of which was distributed to
the limited partners.

Future cash  distributions  will depend on CCEP/2's  ability to make payments on
account  of  the  Master  Loan  and  the  availability  of  cash  reserves.  The
Partnership's distribution policy is reviewed on a quarterly basis. There can be
no assurance,  however,  that the Partnership  will have  sufficient  funds from
operations  to permit any  additional  distributions  to its partners in 2001 or
subsequent periods.

Until  October  17,  2000,  the  Partnership  was  required  by the  Partnership
Agreement to maintain  working capital  reserves for  contingencies  of not less
than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the
event  expenditures were made from this reserve,  operating  revenues were to be
allocated  to such reserve to the extent  necessary  to maintain  the  foregoing
level.  On  September  16,  2000,  the  Partnership  sought  the vote of limited
partners to amend the Partnership Agreement to eliminate the requirement for the
Partnership to maintain  reserves equal to at least 5% of the limited  partner's
capital  contributions less distributions to limited partners and instead permit
the  General  Partner  to  determine  reasonable  reserve  requirements  of  the
Partnership. The vote was sought pursuant to a Consent Solicitation that expired
on October 16, 2000 at which time the  amendment  was approved by the  requisite
percent of limited partnership interests. Upon expiration of the consent period,
a total number of 488,079.40 units had voted of which 469,876.40 units had voted
in favor of the  amendment,  15,160.70  units voted  against the  amendment  and
3,042.30 units abstained.

During the year ended December 31, 2000, the Partnership received  approximately
$7,724,000 as principal  payments on the Master Loan consisting of required cash
flow payments and proceeds from the  refinancing of the property  within CCEP/2.
These funds are required to be transferred to the Partnership under the terms of
the Master Loan.

CCEP/2 Property Operations

CCEP/2 had a net loss of  approximately  $24,620,000 for the year ended December
31,  2000,  versus net  income of  approximately  $1,797,000  for the year ended
December 31, 1999.  The increase in net loss was primarily due to a gain on sale
of discontinued  operations and, to a lesser extent,  a casualty gain at Village
Brooke as  discussed  below for the year ended  December  31, 1999 along with an
increase in the extraordinary loss recognized on early extinguishment of debt in
2000.  Excluding the impact of  discontinued  operations,  the casualty gain and
operations of Village Brooke, CCEP/2 had a net loss of approximately $25,109,000
for the year ended  December 31, 2000 on revenues of  approximately  $4,940,000,
versus a net loss of  approximately  $24,467,000 for the year ended December 31,
1999 on revenues of approximately $4,909,000. CCEP/2 recognizes interest expense
on the New  Master  Loan  Agreement  obligation  according  to the  note  terms,
although  payments to the  Partnership are required only to the extent of Excess
Cash Flow, as defined therein.  During 2000, CCEP/2's consolidated  statement of
operations  includes total interest  expense  attributable to the Master Loan of
approximately  $24,920,000,  of which $23,722,000 represents interest accrued in
excess of  required  payments.  CCEP/2  is  expected  to  continue  to  generate
operating  losses as a result of such interest  accruals and noncash charges for
depreciation.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expense  amounting  to  approximately  $172,000,  $237,000,  and
$292,000 for the years ended  December 31,  2000,  1999 and 1998,  respectively.
Included in these expenses for the years ended December 31, 2000,  1999 and 1998
is approximately $70,000,  $29,000, and $16,000 respectively,  of reimbursements
for construction oversight costs.

For  services  provided  in  connection  with the  refinancings  of three of the
Partnership's residential properties during 2000, the General Partner was paid a
commissions  related to the  refinancings of  approximately  $165,000 during the
year ended December 31, 2000.

For  acting as real  estate  broker in  connection  with the sales of six of the
Partnership's  commercial properties during 1999, the General Partner was paid a
real  estate  commission  of  approximately  $1,134,000  during  the year  ended
December  31,  1999.  A  commission  of $447,000  was paid during the year ended
December  31, 2000  relating to the sale of Richmond  Plaza which was accrued at
December 31, 1999.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received from  Consolidated  Capital
Institutional  Properties/2  ("CCIP/2")  pursuant to the Master Loan  Agreement.
Such  interest  payments  totaled  approximately   $1,198,000,   $998,000,   and
$1,200,000 for the years ended December 31, 2000, 1999, and 1998,  respectively.
These payments were based upon the results of operations  for the  Partnership's
properties.  CCEP/2 made principal  payments on the Master Loan of approximately
$7,724,000,  $33,111,000,  and $155,000,  for the years ended December 31, 2000,
1999, and 1998, respectively.  These funds were received from distributions from
three affiliated  partnerships,  excess cash from the  Partnership's  investment
properties,  proceeds  received  from the  sale of  commercial  properties,  and
proceeds received from the refinance of three of the  Partnership's  residential
properties.  These funds are required to be transferred to the Partnership under
the terms of the Master Loan.

During  the year  ended  December  31,  2000,  the  General  Partner  of  CCEP/2
determined that it was in the best interest of CCEP/2 to repay the mortgage note
on Village  Brooke.  Accordingly,  funds which had previously been restricted to
rebuild the property were used to repay the mortgage  note which had  encumbered
the  property  of  approximately   $6,517,000.   CCEP/2  will  likely  obtain  a
construction loan when the re-construction of Village Brooke begins in mid 2001.
An extraordinary loss on early  extinguishment of debt of approximately  $35,000
was  recognized  as a result of  unamortized  loan  costs  associated  with this
mortgage.

On October 3, 2000,  CCEP/2  refinanced  the mortgage  note payable with GMAC on
Windmere  Apartments.   The  refinancing   replaced  mortgage   indebtedness  of
$3,000,000  with a new mortgage of $6,075,000.  The mortgage was refinanced at a
rate of 7.83%  compared to the prior rate of 7.33%.  Payments  of  approximately
$50,000  are due on the  first  day of each  month  until  the loan  matures  on
November  1, 2010.  A balloon  payment  of  approximately  $3,905,000  is due at
maturity. Capitalized loan costs incurred for the refinancing were approximately
$155,000.  Prepayment  penalties of  approximately  $95,000 and the write-off of
unamortized  loan costs of  approximately  $50,000  resulted in an extraordinary
loss on early extinguishment of debt of approximately $145,000.

On October 31, 2000,  CCEP/2  refinanced  the mortgage note payable on Highcrest
Townhomes.  The refinancing replaced mortgage  indebtedness of $4,000,000 with a
new  mortgage of  $6,760,000.  The mortgage  was  refinanced  at a rate of 7.72%
compared to the prior rate of 7.33%.  Payments of approximately  $55,000 are due
on the first day of each month until the loan  matures on  February  1, 2010.  A
balloon payment of approximately $4,868,000 is due at maturity. Capitalized loan
costs  incurred for the  refinancing  were  approximately  $141,000.  Prepayment
penalties of approximately  $142,000 and the write-off of unamortized loan costs
of  approximately   $52,000   resulted  in  an   extraordinary   loss  on  early
extinguishment of debt of approximately $194,000.

On December  21, 2000,  CCEP/2  refinanced  the mortgage  note payable on Canyon
Crest Apartments.  The refinancing replaced mortgage  indebtedness of $2,000,000
with a new mortgage of  $3,640,000.  The mortgage  was  refinanced  at a rate of
7.10% compared to the prior rate of 7.33%. Payments of approximately $28,000 are
due on the first day of each month until the loan  matures on January 1, 2011. A
balloon payment of approximately $2,613,000 is due at maturity. Capitalized loan
costs  incurred for the  refinancing  were  approximately  $100,000.  Prepayment
penalties of  approximately  $98,000 and the write-off of unamortized loan costs
of  approximately   $38,000   resulted  in  an   extraordinary   loss  on  early
extinguishment of debt of approximately $136,000.

Lahser One, Lahser Two, Crescent Centre, Central Park Place, Central Park Plaza,
Town Center Plaza and Richmond Plaza were the only commercial  properties  owned
by CCEP/2 and  represented  one  segment of  CCEP/2's  operations.  All of these
properties  were sold during 1999 and  accordingly the results of the commercial
segment  have  been  shown  as  gain on sale  of and  income  from  discontinued
operations  as of December  31, 1999 and 1998.  The  consolidated  statement  of
operations for the year ended December 31, 1998 has been restated to reflect the
discontinued segment. Revenues of these properties were approximately $9,005,000
and $12,250,000 for the years ended December 31, 1999 and 1998, respectively. No
revenues from the  properties  were recorded  during the year ended December 31,
2000. Income from and gain on sale of discontinued  operations was approximately
$20,756,000  and  $1,256,000  for the years  ended  December  31, 1999 and 1998,
respectively.

On  September  10,  1999,  the five  commercial  properties  located in Michigan
(Lahser One, Lahser Two,  Crescent Centre,  Central Park Place, and Central Park
Plaza) were sold to an unaffiliated  third party for $26,125,000.  After closing
expenses  of  approximately   $1,727,000  the  net  proceeds   received  by  the
Partnership were approximately $24,398,000.  The sale of the properties resulted
in a gain on sale of investment property of approximately $10,392,000.

On September 22, 1999, Town Center Plaza, located in Santa Ana, California,  was
sold to an unaffiliated  third party for $11,650,000.  After closing expenses of
approximately  $1,004,000,  the net proceeds  received by the  Partnership  were
approximately  $10,646,000.  The Partnership  used some of the proceeds from the
sale  of  the  property  to  pay  off  the  debt  encumbering  the  property  of
approximately $2,316,000. The sale of the property resulted in a gain on sale of
investment   property  of   approximately   $4,862,000   and  a  loss  on  early
extinguishment of debt of approximately $7,000.

On December 23, 1999, Richmond Plaza, located in Richmond, Virginia, was sold to
an unaffiliated third party for $14,900,000. Closing expenses were approximately
$784,000.  The debt  encumbering the property of  approximately  $14,500,000 was
assumed  by the  buyer.  The sale of the  property  resulted  in a loss on early
extinguishment of debt of approximately $24,000 and a gain on sale of investment
property of approximately $5,499,000 at December 31, 1999.

In April 1999,  one of CCEP/2's  residential  properties,  Village  Brooke,  was
completely  destroyed by a tornado.  It is estimated that the property sustained
approximately  $16,000,000  in damages.  As of December 31, 2000,  approximately
$11,302,000   in  insurance   proceeds  have  been   received,   which  includes
approximately  $1,302,000 received in 2000. The remaining insurance proceeds are
expected to be received once  construction on the property is completed.  All of
the property's fixed assets and related  accumulated  depreciation  were written
off as a result of this  casualty.  Lost  rents of  approximately  $417,000  and
$750,000  have been recorded as of December 31, 2000 and 1999,  respectively.  A
casualty gain of approximately $250,000 was recognized at December 31, 2000 as a
result of receiving  additional  insurance  proceeds  which were  previously not
recognized net of  approximately  $577,000 of additional clean up and demolition
costs incurred.  A casualty gain of  approximately  $5,473,000 was recognized at
December 31, 1999.

In April  1999,  an  electrical  fire  occurred  at Town  Center.  The  property
sustained  approximately  $181,000  in damages and  realized a casualty  loss of
approximately  $33,000.  This property was  subsequently  sold in September 1999
(see above) and the purchaser of the property  assumed the remaining  obligation
related to the fire.


<PAGE>




Item 7a.    Market Risk Factors

The  Partnership is exposed to market risks  associated  with its Master Loan to
Affiliate  ("Loan").  Receipts  (interest income) on the Loan are based upon the
operations  and  cash  flow  of  the  underlying   investment   properties  that
collateralize the Loan. Both the income and expenses of operating the investment
properties are subject to factors outside of the Partnership's  control, such as
an oversupply of similar properties  resulting from  overbuilding,  increases in
unemployment or population  shifts,  reduced  availability of permanent mortgage
financing, changes in zoning laws, or changes in the patterns or needs of users.
The  investment  properties  are also  susceptible to the impact of economic and
other  conditions  outside of the  control of the  Partnership  as well as being
affected  by current  trends in the market  area  which  they  operate.  In this
regard, the General Partner of the Partnership  closely monitors the performance
of the properties collateralizing the loans.

Based upon the fact that the loan is  considered  impaired  under  Statement  of
Financial  Accounting  Standards No. 114, "Accounting by Creditor for Impairment
of a Loan",  interest rate fluctuations do not affect the recognition of income,
as income is only recognized to the extent of cash flow. Therefore,  market risk
factors do not affect the  Partnership's  results of operations as it relates to
the Loan. See "Item 8 - Financial  Statements and  Supplementary  Data - Note C"
for further information.


<PAGE>



Item 8.     Financial Statements and Supplementary Data


CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, L.P.

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheets as of December 31, 2000 and 1999

      Statements of  Operations  for the Years ended  December 31, 2000,  1999
      and 1998

      Statements of Changes in Partners'  (Deficit)  Capital for the Years ended
      December 31, 2000, 1999 and 1998

      Statements  of Cash Flows for the Years ended  December 31,  2000,  1999
      and 1998

      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, 2000 and 1999,  and the related
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the  three  years in the  period  ended  December  31,  2000.  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, 2000 and 1999, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United States.


                                                         /s/ ERNST & YOUNG LLP



Greenville, South Carolina
March 15, 2001


<PAGE>







               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                                 BALANCE SHEETS
                       (in thousands, except unit data)



<TABLE>
<CAPTION>



                                                                  December 31,
                                                                2000          1999
Assets
<S>                                                        <C>            <C>
   Cash and cash equivalents                               $  2,143       $  6,846
   Accounts receivable                                           --             92
   Other assets                                                  11             11

   Investment in Master Loan to affiliate                    39,779         47,503
      Less: Allowance for impairment loss                   (29,129)       (29,129)
                                                             10,650         18,374
                                                           $ 12,804       $ 25,323
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts Payable                                        $      1       $     --
   Other liabilities                                             45             58
   Distributions payable                                        141            141
                                                                187            199
Partners' (Deficit) Capital
   General partner                                             (421)          (410)
   Limited partners (909,123.60 units outstanding)           13,038         25,534
                                                             12,617         25,124
                                                           $ 12,804       $ 25,323

                 See Accompanying Notes to Financial Statements
</TABLE>


<PAGE>



               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                            STATEMENTS OF OPERATIONS
                       (in thousands, except unit data)



<TABLE>
<CAPTION>



                                                            Years Ended December 31,
                                                           2000         1999       1998
Revenues:
   Interest income on net investment
<S>                                                     <C>           <C>         <C>
     in Master Loan to affiliate                        $ 1,198       $   998     $ 1,200
   Reduction of provision for impairment loss                --            --      13,586
   Interest income on investments                           322           330         581
      Total revenues                                      1,520         1,328      15,367

Expenses:
   General and administrative                               644           520         820
      Total expenses                                        644           520         820

Net income (Note I)                                     $   876       $   808     $14,547


Net income allocated to general partner (1%)            $     9       $     8     $   145

Net income allocated to limited partners (99%)              867           800      14,402

                                                        $   876       $   808     $14,547

Net income per Limited Partnership Unit                 $   .95       $   .88     $ 15.84

Distribution per Limited Partnership Unit               $ 14.70       $ 41.73     $  3.28

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

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



<TABLE>
<CAPTION>


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

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

Partners' (deficit) capital at
   December 31, 1997                     909,134      $  (507)   $ 51,256   $ 50,749

Distributions to partners                     --           --      (2,985)    (2,985)

Net income for the year ended
   December 31, 1998                          --          145      14,402     14,547

Partners' (deficit) capital at
   December 31, 1998                     909,134         (362)     62,673     62,311

Abandonment of units                         (10)          --          --         --

Distributions to partners                     --          (56)    (37,939)   (37,995)

Net income for the year ended
   December 31, 1999                          --            8         800        808

Partners' (deficit) capital
   at December 31, 1999                  909,124         (410)     25,534     25,124

Distributions to partners                     --          (20)    (13,363)   (13,383)

Net income for the year ended
   December 31, 2000                          --            9         867        876

Partners' (deficit) capital at
   December 31, 2000                     909,124     $   (421)   $ 13,038   $ 12,617


                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                            STATEMENTS OF CASH FLOWS
                                (in thousands)




<TABLE>
<CAPTION>


                                                         Year Ended December 31,
                                                       2000        1999        1998
Cash flows from operating activities:
<S>                                                   <C>          <C>       <C>
  Net income                                          $ 876        $ 808     $ 14,547
  Adjustments to reconcile net income to
   net cash provided by operating activities:
   Reduction of provision for impairment loss              --          --     (13,586)
   Change in accounts:
      Interest receivable on Master Loan                   92         (92)        634
      Other assets                                         --           1           9
      Accounts payable                                      1          --          (6)
      Other liabilities                                   (13)         44           4

          Net cash provided by operating
           activities                                     956         761       1,602

Cash flows from investing activities:
  Advances on Master Loan                                  --          --        (220)
  Principal receipts on Master Loan                     7,724      33,111         155

          Net cash provided by (used in)
            investing activities                        7,724      33,111        (65)

Cash flows used in financing activities:
  Distributions to partners                           (13,383)    (37,995)    (2,985)

Net decrease in cash and cash equivalents              (4,703)     (4,123)    (1,448)

Cash and cash equivalents at beginning
  of period                                             6,846      10,969      12,417

Cash and cash equivalents at end of period           $ 2,143      $ 6,846    $ 10,969

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>




               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                          NOTES TO FINANCIAL STATEMENTS

Note A - Organization and Summary of 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 secure 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, 2000, the Partnership had advanced approximately $183,470,000 under
the Master Loan.

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 has 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 C" for
further discussion of EP/2's bankruptcy settlement.

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").  See "Note B - Transfer of Control." The directors
and officers of the General  Partner also serve as executive  officers of AIMCO.
The  Partnership  Agreement  provides  that the  Partnership  is to terminate on
December  31,  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.

The Partnership is the holder of a note receivable  which is  collateralized  by
three  existing  apartment  properties  and  one  apartment  property  which  is
currently being rebuilt located throughout the United States.

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

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

Investment in Master Loan:  The  Partnership  has adopted  Financial  Accounting
Standards Board Statement No. 114,  "Accounting by Creditors for Impairment of a
Loan"("Statement  114").  Under the  standard,  the  allowance for credit losses
related  to  loans  that  are  identified  for  evaluation  in  accordance  with
"Statement  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.

Investments:  Investments,  stated at cost of approximately $11,000,  consist of
Southmark Corporation Redeemable Series A Preferred Stock. These investments are
classified as available for sale and are included in other assets.

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' (Deficit) 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 2000 and 1999 and 909,133.80 units  outstanding
in 1998.

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

Allowance  for  Impairment  Loss:  Allowances to reduce the carrying cost of the
Master Loan are  provided  when it is probable  that  reasonably  estimable  net
realizable  values are less than the recorded  carrying cost of such investment.
Gains or losses  that result from the  ongoing  periodic  evaluation  of the net
realizable value of the Master Loan are credited or charged, as appropriate,  to
operations in the period in which they are identified.  If a collateral party is
sold,  CCEP/2  remains  liable for any  outstanding  debt under the Master  Loan
Agreement,  however,  the  value of the net  investment  in  Master  Loan on the
Partnership's books would be written down to the appropriate level.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  ("Statement 131") 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. Moreover, due to the very nature of
the Partnership's  operations,  the General Partner believes that  segment-based
disclosures will not result in a more meaningful presentation than the financial
statements as presently presented.

Note B - Transfer of Control

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

Note C - Net Investment in Master Loan

At December 31, 2000,  the recorded  investment in the Master Loan is considered
to be impaired  under SFAS No. 114. The  Partnership  measures the impairment of
the loan  based  upon the fair  value  of the  collateral  due to the fact  that
repayment of the loan is expected to be provided solely by the  collateral.  For
the year  ended  December  31,  1998,  the  Partnership  recorded  approximately
$13,586,000  in  income  based  upon  an  increase  in  the  fair  value  of the
collateral.  No such income was recorded in 2000 and 1999 as the recorded  value
of the Master Loan approximated the fair value of the collateral at December 31,
2000 and 1999.

The  principal  balance  of the  Master  Loan  due to  the  Partnership  totaled
approximately  $39,779,000  and  $47,503,000  at  December  31,  2000 and  1999,
respectively.  Interest  due to the  Partnership  pursuant  to the  terms of the
Master Loan  Agreement,  but not  recognized in the income  statements,  totaled
approximately  $23,722,000,  $23,964,000  and  $22,609,000  for the years  ended
December 31, 2000, 1999 and 1998, respectively.

At December 31, 2000 and 1999, such cumulative  unrecognized  interest  totaling
approximately  $223,972,000  and $200,250,000 was not included in the balance of
the  investment  in  Master  Loan as it is not  expected  to be  collected.  The
allowance for possible losses totaled approximately  $29,129,000 at December 31,
2000 and 1999.

No advances were made to CCEP/2 during the year ended  December 31, 2000 or 1999
as an advance on the Master Loan.  During the year ended  December 31, 1998,  an
advance of $220,000 was made to CCEP/2 as an advance on the Master Loan.  CCEP/2
has  approximately  $16,452,000 in liens on the collateral  that are superior to
the Master Loan.

The investment in Master Loan consists of the following:

                                                As of December 31,
                                                2000           1999
                                                  (in thousands)
  Master Loan funds advanced, at
    beginning of year                        $ 47,503       $ 80,614
  Principal receipts on Master Loan            (7,724)       (33,111)
  Master Loan funds advanced, at
    end of year                              $ 39,779       $ 47,503

The allowance for impairment  loss on Master Loan to affiliates  consists of the
following:

<TABLE>
<CAPTION>

                                                        As of December 31,
                                                   2000         1999        1998
                                                          (in thousands)
 Allowance for impairment loss on Master
<S>                                            <C>          <C>          <C>
   Loan to affiliates, beginning of year       $ 29,129     $ 29,129     $ 42,715
 Reduction of provision for impairment loss          --           --      (13,586)

 Allowance for impairment loss on Master
   Loan to affiliates, end of year             $ 29,129     $ 29,129     $ 29,129
</TABLE>

The  fair  value of the  collateral  properties  was  determined  using  the net
operating  income of the  collateral  properties  capitalized  at a rate  deemed
reasonable  for the type of property  adjusted for market  conditions,  physical
condition of the property and other factors,  or by obtaining an appraisal by an
independent  third  party.  This  methodology  has not changed from that used in
prior  calculations  performed by the General  Partner in  determining  the fair
value of the collateral properties. The approximate $13,586,000 net reduction in
the  provision for  impairment  loss that was  recognized  during the year ended
December 31, 1998 is  attributed to an increase in the net  realizable  value of
the  collateral  properties.  The General  Partner  evaluates the net realizable
value on a semi-annual basis. The General Partner had seen a consistent increase
in the net  realizable  value  of the  collateral  properties,  taken as a whole
during  1998 and 1997.  The  increase  was  deemed to be  attributable  to major
capital  improvement  projects  and  the  strong  effort  to  complete  deferred
maintenance  items that have been ongoing over the past few years at the various
properties.  This enabled the properties to increase their respective  occupancy
levels or in some cases to maintain the properties' high occupancy  levels.  The
vast  majority  of this  work  was  funded  by cash  flow  from  the  collateral
properties  themselves  as the total amount  borrowed on the master loan or from
other sources in the past few years for this purpose  totals  $1,150,000.  Based
upon  the  consistent  increase  in  net  realizable  value  of  the  collateral
properties,  the General  Partner  determined  the  increase to be  permanent in
nature and  accordingly  reduced the allowance for impairment loss on the master
loan during the year ended  December 31, 1998.  There has not been any change in
the net realizable  value of the remaining  collateral  properties for the years
ended December 31, 2000 and 1999 and accordingly,  there has not been any change
in the allowance for  impairment  loss during the years ended  December 31, 2000
and 1999. If the  Partnership  forecloses on the properties  securing the Master
Loan,  title  in  the  properties  owned  by  CCEP/2  would  be  vested  in  the
Partnership,  subject to the existing  liens on such  properties  including  the
first mortgage loans. As a result,  the Partnership would become responsible for
the operations of such properties.

Approximately  $1,198,000,  $998,000 and $1,200,000 for the years ended December
31,  2000,  1999,  and 1998,  respectively  was  recorded as interest  income on
investment  in the Master Loan to an  affiliate  based upon cash  generated as a
result of improved  operations of the  properties  which secure the loan. Of the
$1,198,000  received during 2000, $853,000 was received from Village Brooke as a
result  of its  receipt  of a portion  of the  insurance  proceeds  due from the
destruction  of the  property  (see the  Financial  Statements  of  Consolidated
Capital Equity Partners/Two,  L.P. ("CCEP/2") Note C - Casualty Event,  included
in these  financial  statements).  In  addition,  a cash payment of $345,000 was
received  from CCEP/2 as an excess cash payment  during 2000.  Cash  payments of
$575,000 and $423,000  were  received  from CCEP/2  during the second and fourth
quarters,  respectively  of  1999.  Cash  payments  of  $564,000,  $505,000  and
$131,000,  respectively,  were received from CCEP/2 during its second, third and
fourth  quarters  of 1998.  In  accordance  with the  terms of the  Master  Loan
Agreement the Partnership received approximately $5,500,000 of net proceeds from
the  refinance  of three  of  CCEP/2's  properties  during  2000,  approximately
$2,090,000 of funds  previously  reserved  associated  with the  destruction  of
Village Brooke which were released during 2000 and approximately  $32,034,000 of
net proceeds from the sale of seven of CCEP/2's properties during 1999.

Terms of the New Master Loan Agreement

Under the terms of the New Master Loan  Agreement,  interest  accrues at 10% and
payments are 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  are less
than the  current  accrued  interest  during the  quarterly  period,  the unpaid
interest is added to principal, compounded annually, and is payable at maturity.
If such Excess Cash Flow payments are greater than the current accrued interest,
the  excess  amount is  applied to the  principal  balance of the loan.  Any net
proceeds from the sale or refinancing of any of CCEP/2's  properties are paid to
the Partnership under the terms of the New Master Loan Agreement. The New Master
Loan Agreement matured in November 2000. The Partnership is currently evaluating
its options and is in negotiations with CCEP/2. The options include  foreclosing
on the remaining  properties that collateralize the Master Loan or extending the
terms of the loan. If the Partnership  forecloses on the properties securing the
Master  Loan,  title in the  properties  owned by CCEP/2  would be vested in the
Partnership,  subject to the existing  liens on such  properties  including  the
first mortgage loans. As a result,  the Partnership would become responsible for
the operations of such properties.

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 has 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.

EP/2's   Bankruptcy   Settlement:   In   November   1990,   pursuant  to  EP/2's
reorganization  plan described in "Note A", the Partnership and EP/2 consummated
a closing  pursuant to which:  (1) the  Partnership  and EP/2  executed  the New
Master Loan Agreement more fully described  below;  (2) CCEP/2 renewed the deeds
of trust on all the  collateral  securing the Master Loan;  (3) the  Partnership
received cash of approximately $2,500,000, including $1,800,000 from the general
partners of EP/2 related to their promissory notes; (4) the Partnership accepted
assignment  of certain  partnership  interests in affiliated  partnerships  (the
"Affiliated  Partnership  Interests"),  which were valued by  management  of the
Partnership at approximately  $2,500,000,  as additional collateral securing the
Master  Loan;  and (5) all claims  between the  Partnership  and EP/2's  general
partners were released.

EP/2 was the holder of a note  receivable  secured by North Park Plaza which had
not been  performing  according to the note terms since 1989.  In the process of
negotiating the final bankruptcy  settlement  discussed above, EP/2 assigned its
interest in the note receivable to the Partnership.  The Partnership  foreclosed
upon and acquired North Park Plaza in July 1990,  CCEP/2 is still  obligated for
$6,600,000  under  the  Master  Loan   attributable  to  North  Park  Plaza  not
extinguished in the foreclosure proceeding.

Note D - Transaction with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement (the  "Agreement")  provides for reimbursement to the
General  Partner and its affiliates  for costs  incurred in connection  with the
administration of Partnership  activities.  The following  payments were made to
the General  Partner and  affiliates  during the years ended  December 31, 2000,
1999, and 1998:

                                                For the years ended December 31,
                                                   2000        1999        1998
                                                         (in thousands)
Reimbursements for services of affiliates
  (included in general and administrative
     expenses)                                    $ 444        $ 217      $ 303

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses  amounting  to  approximately  $444,000,  $217,000  and
$303,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 421,739.60 limited partnership units
in the Partnership  representing 46.39% of the outstanding units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase price of $31.00 per Unit. Pursuant to this
offer,  AIMCO  acquired an  additional  2,784.30  units  resulting  in its total
ownership being increased to 424,523.90 units or 46.70% of the total outstanding
units. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 46.70% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the General  Partner  because of their
affiliation with the General Partner.

Note E - Contingencies

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended complaint. The General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.

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

Note F - Commitment

Until  October  17,  2000,  the  Partnership  was  required  by the  Partnership
Agreement to maintain  working capital  reserves for  contingencies  of not less
than 5% of Net Invested Capital, as defined in the Partnership Agreement. In the
event  expenditures were made from this reserve,  operating  revenues were to be
allocated  to such reserve to the extent  necessary  to maintain  the  foregoing
level.  On  September  16,  2000,  the  Partnership  sought  the vote of limited
partners to amend the Partnership Agreement to eliminate the requirement for the
Partnership to maintain  reserves equal to at least 5% of the limited  partners'
capital  contributions less distributions to limited partners and instead permit
the  General  Partner  to  determine  reasonable  reserve  requirements  of  the
Partnership. The vote was sought pursuant to a Consent Solicitation that expired
on October 16, 2000 at which time the  amendment  was approved by the  requisite
percent of limited partnership interests. Upon expiration of the consent period,
a total number of 488,079.40 units had voted of which 469,876.40 units had voted
in favor of the  amendment,  15,160.70  units voted  against the  amendment  and
3,042.30 units abstained.

Note G - Distribution

The following table sets forth the distributions made by the Partnership for the
years ended  December 31,  1998,  1999 and 2000 and  subsequent  to December 31,
2000.

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit
       01/01/98 - 12/31/98           $ 2,985,000 (1)          $ 3.28
       01/01/99 - 12/31/99            37,995,000 (2)           41.73
       01/01/00 - 12/31/00            13,383,000 (3)           14.70
      Subsequent to 12/31/01           1,300,000 (4)            1.43

(1)   Distribution  was made from surplus funds which was distributed  100% to
      the limited partners.

(2)   Consists of $323,000 from surplus funds and $32,000,000 from sale proceeds
      of CCEP/2 commercial proceeds distributed 100% to the limited partners and
      $5,672,000  from  operations  (approximately  $5,616,000  to  the  limited
      partners  or  $6.18  per  limited  partnership  unit)  distributed  to all
      partners.

(3)   Consists of $2,000,000  (approximately  $1,980,000 to the limited partners
      or  $2.18  per  limited   partnership  unit)  from  operations  which  was
      distributed  to all partners and  $4,200,000  all to the limited  partners
      (approximately  $4.62  per  limited  partnership  unit)  from  refinancing
      proceeds of Windmere  Apartments  and  Highcrest  Townhomes  in CCEP/2 and
      $7,183,000 (approximately $7.90 per limited partnership unit) from surplus
      funds distributed all to the limited partners.

(4)   Consists  of  approximately  $1,300,000  (approximately  $1.43 per limited
      partnership unit) from the refinancing proceeds of Canyon Crest Apartments
      in CCEP/2 all to the limited partners.

Note H - Abandonment of Units

In 1999, the number of limited  partnership units decreased by 10 due to limited
partners  abandoning  their units. In abandoning his or her Limited  Partnership
Units,  a limited  partner  relinquished  all right,  title and  interest in the
Partnership  as of  the  date  of  abandonment.  However,  during  the  year  of
abandonment,  the limited partner is allocated his or her share of the income or
loss for that  year.  The net  income  (loss) per  limited  partnership  unit is
calculated  based on the number of units  outstanding  at the  beginning  of the
year.

Note I - Partner Tax Information

The  following  is a  reconciliation  between  net  income  as  reported  in the
financial  statements and federal  taxable loss allocated to the partners in the
Partnership's information return for the years ended December 31, 2000, 1999 and
1998 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                                                    2000          1999        1998

<S>                                               <C>           <C>         <C>
Net income as reported                            $  876        $  808      $ 14,547
Add (deduct):
   Accrued expenses                                   11            44             4
   Interest income                                (1,198)       (1,129)       (1,200)
   Valuation allowances                               --            --       (13,586)
   Other                                              --            35            36

Federal taxable loss                             $  (311)      $  (312)     $   (199)

Federal taxable loss per limited
     partnership unit                            $  (.34)      $  (.34)     $   (.22)
</TABLE>

The tax basis of the  Partnership's  assets  and  liabilities  is  approximately
$77,703,000 and $78,891,000  greater than the assets and liabilities as reported
in the financial statements at December 31, 2000 and 1999, respectively.


<PAGE>



Note J - Selected Quarterly Financial Data (unaudited)

The following is a summary of the unaudited  quarterly results of operations for
the Partnership (in thousands, except per unit data):

                                    Year Ended December 31, 2000
                                1st         2nd       3rd        4th
                              Quarter     Quarter   Quarter    Quarter    Total

Total revenues              $     75    $  1,283    $    82   $    80   $  1,520
Total expenses                    87         179        242       136        644
Net (loss) income           $    (12)   $  1,104    $  (160)  $   (56)  $    876
Net (loss) income per
 Limited Partnership Unit   $   (.01)   $   1.20    $  (.17)  $  (.07)  $    .95
Distribution per Limited
 Partnership Unit           $     --    $   2.18    $   .64   $ 11.88   $  14.70

                                    Year Ended December 31, 1999
                                1st         2nd       3rd        4th
                              Quarter     Quarter   Quarter    Quarter    Total

Total revenues              $     40    $    647    $    50   $   591   $  1,328
Total expenses                   125         180        122        93        520
Net (loss) income           $    (85)   $    467    $   (72)  $   498   $    808
Net (loss) income per
 Limited Partnership Unit   $   (.09)   $    .51    $  (.08)  $   .54   $    .88
Distribution per Limited
 Partnership Unit           $   4.90    $     --    $    --   $ 36.83   $  41.73



<PAGE>





Item 9.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosure

            None.



<PAGE>



                CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                           AS OF DECEMBER 31, 2000


LIST OF CONSOLIDATED FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheets as of December 31, 2000 and 1999

      Consolidated  Statements of Operations  for the Years Ended December 31,
      2000, 1999 and 1998

      Consolidated  Statements  of  Partners'  Deficit  for  the  Years  Ended
      December 31, 2000, 1999 and 1998

      Consolidated  Statements of Cash Flows for the Years Ended  December 31,
      2000, 1999 and 1998

      Notes to Consolidated Financial Statements


<PAGE>



              Report of Ernst & Young LLP, Independent Auditors



The Partners
Consolidated Capital Equity Partners/Two, L.P.

We have audited the  accompanying  consolidated  balance sheets of  Consolidated
Capital  Equity  Partners/Two,  L.P. as of December  31, 2000 and 1999,  and the
related consolidated statements of operations, changes in partners' deficit, and
cash flows for each of the three years in the period  ended  December  31, 2000.
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  consolidated  financial  position of  Consolidated
Capital  Equity  Partners/Two,  L.P.  at  December  31,  2000 and 1999,  and the
consolidated  results of its operations and its cash flows for each of the three
years in the period ended  December  31, 2000,  in  conformity  with  accounting
principles generally accepted in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
that the Partnership will continue as a going concern. As discussed in Note A to
the consolidated  financial  statements,  the Partnership has incurred operating
losses,  suffers from inadequate  liquidity,  has an accumulated  deficit and is
unable to repay the Master Loan balance, which matured in 2000. These conditions
raise substantial  doubt about the Partnership's  ability to continue as a going
concern.  Management's  plans in regard to these  matters are also  described in
Note A. The consolidated  financial statements do not include any adjustments to
reflect the possible future effects on the  recoverability and classification of
assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

                                                         /s/ ERNST & YOUNG LLP



Greenville, South Carolina
March 15, 2001


<PAGE>






                CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                           CONSOLIDATED BALANCE SHEETS
                                (in thousands)
<TABLE>
<CAPTION>

                                                                  December 31,
                                                               2000          1999
Assets
<S>                                                          <C>           <C>
  Cash and cash equivalents                                  $  2,972      $   3,747
  Restricted cash                                                  --          7,750
  Receivables and deposits (net of allowance of $259)             433            853
  Restricted escrows                                              406            139
  Other assets                                                    426            260
  Investment properties: (Notes E, F and H)
      Land                                                      2,731          2,731
      Buildings and related personal property                  18,296         17,228
                                                               21,027         19,959
      Less accumulated depreciation                           (12,434)       (11,317)
                                                                8,593          8,642

                                                             $ 12,830      $  21,391
Liabilities and Partners' Deficit
Liabilities
  Accounts payable                                           $    143      $     323
  Tenant security deposit liabilities                             115            194
  Accrued property taxes                                          533            546
  Other liabilities                                               250            812
  Mortgage notes (Note F)                                      16,452         15,557
  Master loan and interest payable (Note E)                   263,751        247,753

                                                              281,244        265,185
Partners' Deficit
  General Partner                                               (2,670)       (2,424)
  Limited Partners                                           (265,744)      (241,370)
                                                             (268,414)      (243,794)

                                                             $ 12,830      $  21,391

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>




                CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                (in thousands)
<TABLE>
<CAPTION>

                                                  FOR THE YEARS ENDED DECEMBER 31,
                                                    2000        1999        1998
Revenues:                                                                (restated)
<S>                                              <C>         <C>         <C>
   Rental income                                 $  4,788    $  5,597    $  6,322
   Other income                                       820         610         663
   Casualty gain                                      250       5,473          --
      Total revenues                                5,858      11,680       6,985
Expenses:
   Operating                                        1,976       2,173       2,805
   General and administrative                         430         510         991
   Depreciation                                     1,117       1,145       1,438
   Interest                                        25,912      26,210      25,061
   Property taxes                                     533         570         559

      Total expenses                               29,968      30,608      30,854

Loss before discontinued operations and
  extraordinary item                              (24,110)    (18,928)    (23,869)

Income from discontinued operations                    --           3       1,204

Gain on sale of discontinued operations                --      20,753          52

(Loss) income before extraordinary item           (24,110)      1,828     (22,613)

Extraordinary loss on early extinguishment
   of debt (Note F)                                  (510)        (31)         --
Net (loss) income                                $(24,620)   $  1,797    $(22,613)
Net (loss) income allocated to general
  partner (1%)                                   $   (246)   $     18    $   (226)
Net (loss) income allocated to limited
 partners (99%)                                   (24,374)      1,779     (22,387)
                                                 $(24,620)   $  1,797    $(22,613)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



                CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                 CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT
                                (in thousands)


                                      General        Limited
                                      Partner        Partners        Total

Partners' deficit
   at December 31, 1997               $ (2,216)     $(220,762)   $ (222,978)

Net loss for the year ended
   December 31, 1998                     (226)        (22,387)      (22,613)

Partners' deficit at
   December 31, 1998                   (2,442)       (243,149)     (245,591)

Net income for the year ended
   December 31, 1999                       18           1,779         1,797

Partners' deficit at
   December 31, 1999                   (2,424)       (241,370)     (243,794)
Net loss for the year ended
   December 31, 2000                     (246)        (24,374)      (24,620)
Partners' deficit at
   December 31, 2000                 $ (2,670)      $(265,744)   $ (268,414)

         See Accompanying Notes to Consolidated Financial Statements


<PAGE>



                CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE>
<CAPTION>

                                                            FOR THE YEARS ENDED DECEMBER 31,
                                                             2000       1999        1998
Cash flows from operating activities:
<S>                                                       <C>        <C>         <C>
  Net (loss) income                                       $(24,620)  $  1,797    $ (22,613)
  Adjustments to reconcile net (loss) income to net
   cash provided by (used in) operating activities:
   Depreciation                                              1,117      3,843        4,975
   Amortization of loan costs, lease commissions
      and ground lease                                          52         60          605
   Gain on sale of discontinued operations                      --    (20,753)         (52)
   Extraordinary loss on early extinguishment of debt          510         31           --
   Casualty gain                                              (250)    (5,473)          --
  Change in accounts:
      Restricted cash                                        7,750     (7,750)          --
      Receivables and deposits                                 420      1,218         (178)
      Other assets                                               3        337          (48)
      Accounts payable                                        (180)        56         (429)
      Tenant security deposit liabilities                      (79)      (387)          17
      Accrued property taxes                                   (13)      (199)         (25)
      Other liabilities                                       (562)      (123)         (94)
      Interest on Master Loan                               23,722     23,963       21,975
       Net cash provided by (used in) operating
          activities                                         7,870     (3,380)       4,133
Cash flows from investing activities:
  Insurance proceeds received                                  308      8,406           --
  Property improvements and replacements                    (1,126)    (2,431)      (2,591)
  Proceeds from sale of discontinued operations                 --     35,180           52
  Net deposits to restricted escrows                          (267)      (550)        (454)
  Lease commissions paid                                        --         --         (527)
       Net cash (used in) provided by investing
        activities                                          (1,085)    40,605       (3,520)
Cash flows from financing activities:
  Prepayment penalty                                          (335)        (4)          --
  Advances on Master Loan                                       --         --          220
  Loan costs paid                                             (396)        --           --
  Principal payments on mortgage notes payable                 (63)      (247)        (286)
  Principal payments on Master Loan                         (7,724)   (33,111)        (155)
  Proceeds from mortgage notes payable                      16,475         --           --
  Repayment of mortgage notes payable                      (15,517)    (2,315)          --
       Net cash used in financing activities                (7,560)   (35,677)        (221)

Net (decrease) increase in cash and cash
   equivalents                                                (775)     1,548          392
Cash and cash equivalents at beginning of period             3,747      2,199        1,807
Cash and cash equivalents at end of period                $  2,972   $  3,747     $  2,199
Supplemental disclosure of cash flow information:
  Cash paid for interest                                  $  2,155   $  3,630     $  4,306

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>







                CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note A - Organization and Summary of Significant Accounting Policies

The  Partnership's  financial  statements  have been prepared  assuming that the
Partnership will continue as a going concern. The Partnership continues to incur
operating losses, suffers from inadequate liquidity, has an accumulated deficit,
and is unable to repay the  Master  Loan  balance  which  matured  in 2000.  The
Partnership realized a net loss of approximately  $24,620,000 for the year ended
December 31, 2000. The General  Partner  expects the  Partnership to continue to
incur such losses from operations.

The Partnership's  indebtedness to CCIP/2 under the Master Loan of approximately
$263,751,000,  including accrued interest, matured in November 2000. The General
Partner is  currently  in  negotiations  with CCIP/2 with respect to its options
which   include   CCIP/2   foreclosing   on  the   properties  in  CCEP/2  which
collateralized  the Master Loan or extending  the terms of the Master Loan.  The
Partnership  does not have the means with which to satisfy this  obligation.  No
other sources of additional  financing have been identified by the  Partnership,
nor does the  General  Partner  have any  other  plans to remedy  the  liquidity
problems  the  Partnership  is  currently  experiencing.  At December  31, 2000,
partners' deficit was approximately $268,414,000.

The General Partner expects revenues from the four investment properties will be
sufficient over the next twelve months to meet all property operating  expenses,
mortgage  debt  service  requirements  and  capital  expenditure   requirements.
However,  these cash flows  will be  insufficient  to repay to CCIP/2 the Master
Loan balance, including accrued interest, in the event it is not renegotiated.

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

Organization:  Equity  Partners/Two  ("EP/2"),  a California  Corporate  General
Partnership,  was  formed  on April 28,  1983,  to  engage  in the  business  of
acquiring,  operating and holding equity  investments in  income-producing  real
estate  properties.  Certain  of  the  general  partners  of  EP/2  were  former
shareholders and former management of Consolidated  Capital Equities Corporation
("CCEC"),  the former corporate general partner of CCIP/2 (as defined below). On
November 16, 1990, pursuant to the bankruptcy settlement discussed below, EP/2's
general  partners  executed a new  partnership  agreement (the "New  Partnership
Agreement")  whereby EP/2 converted  from a general  partnership to a California
limited partnership,  Consolidated Capital Equity Partners/Two, L.P. ("CCEP/2").
The general partners of EP/2 became limited partners of CCEP/2. ConCap Holdings,
Inc. ("CHI"), a Texas corporation, is CCEP/2's General Partner.

The operations of EP/2 were financed  substantially  through  nonrecourse  notes
with  participation  interests  (the "Master  Loan") from  Consolidated  Capital
Institutional  Properties/2 ("CCIP/2"), a California limited partnership.  These
notes are secured by the real properties  owned by and notes  receivable on sold
properties  owed  to  CCEP/2.  The  Partnership   Agreement  provides  that  the
Partnership  is to  terminate on June 24, 2011 unless  terminated  prior to such
date. The  Partnership  commenced  operations on April 28, 1983. The Partnership
currently  owns  three  apartment  properties  one  each  located  in  Colorado,
Illinois,  and Texas and is  currently  rebuilding a fourth  apartment  building
which is located in Ohio. Six commercial properties were sold in September, 1999
and one commercial property was sold in December 1999.

Principles of Consolidation: The financial statements include all the amounts of
the  Partnership  and its 99.00% owned  partnership.  The General Partner of the
consolidated  partnerships is ConCap Holdings,  Inc. ConCap Holdings Inc. may be
removed  as  the  general  partner  of  the  consolidated   partnership  by  the
Registrant;   therefore,  the  consolidated   partnerships  are  controlled  and
consolidated by the Registrant.  All significant  interpartnership balances have
been eliminated.

EP/2  Bankruptcy  and  Reorganization:  During 1989,  EP/2  defaulted on certain
interest  payments  that were due to CCIP/2  under the Master  Loan and,  before
CCIP/2  was able to  exercise  its  remedies  for such  default,  EP/2 filed for
bankruptcy protection in a Chapter 11 reorganization proceeding ("Chapter 11").

On October 18, 1990, the bankruptcy  court approved  EP/2's  consensual  plan of
reorganization  (the "Plan"). On November 16, 1990, CCIP/2 consummated a closing
under the Plan  pursuant to which:  (1) CCIP/2 and EP/2  executed an amended and
restated loan agreement  ("New Master Loan  Agreement");  (2) CCEP/2 renewed the
deeds of trust on all collateral  securing the Master Loan; (3) EP/2 paid CCIP/2
cash of approximately  $2.5 million,  including $1.8 million  contributed by the
Corporate  General Partners of EP/2 related to their  promissory  notes; (4) the
general partners of EP/2 contributed certain partnership interests in affiliated
partnerships ("General Partnership Interests"),  which were valued by management
of  CCIP/2 at  approximately  $2.5  million,  that  were  assigned  to CCIP/2 as
additional  collateral  securing  the Master  Loan and (5) all  liabilities  and
claims between EP/2's  general  partners and CCIP/2 were released.  See "Note E"
for a description of the terms of the New Master Loan Agreement.

The  Corporate  Managing  General  Partner  of  EP/2  was  Consolidated  Capital
Enterprises,  Inc. ("CCEI"), a Georgia corporation. In December 1988, CCEC filed
for Chapter 11  protection.  In October 1990,  as part of CCEC's  reorganization
plan, CCEC sold its general partner interest in CCIP/2 to ConCap Equities,  Inc.
("CEI"), a Delaware  corporation.  Pursuant to the New Partnership  Agreement as
discussed above, CHI, a wholly-owned  subsidiary of CEI, became the sole general
partner of CCEP/2,  replacing  CCEI,  and the former  general  partners  of EP/2
became limited  partners of CCEP/2.  Pursuant to the New Partnership  Agreement,
CCEP/2 is managed by CHI and CHI has full  discretion with respect to conducting
CCEP/2's  business.  CHI and the limited  partners are  hereinafter  referred to
collectively  as the  "Partners."  All of  CEI's  outstanding  stock is owned by
Insignia  Properties Trust, an affiliate of Apartment  Investment and Management
Company ("AIMCO"). (See Note B - Transfer of Control).

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

 Cash and Cash Equivalents:  Includes cash on hand and in banks and money market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits. Cash balances include approximately $1,864,000 at
December 31, 2000 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

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

Loan Costs: Loan costs of approximately  $397,000 and approximately  $418,000 at
December  31, 2000 and 1999,  respectively,  less  accumulated  amortization  of
approximately $7,000 and $198,000,  at December 31, 2000 and 1999,  respectively
are included in other assets and are being  amortized on a  straight-line  basis
over the life of the loans.  The  amortization  expense is  included in interest
expense. As a result of the refinance of three of the Partnership's  residential
properties,  Windmere  Apartments,  Highcrest Townhomes  Apartments,  and Canyon
Crest  Apartments,  and the repayment of the mortgage notes which had encumbered
the Partnership's  other  residential  property,  Village Brooke,  loan costs of
approximately  $175,000,  net of  accumulated  amortization  were written off in
2000. As a result of the sale of Town Center and Richmond  Plaza,  loan costs of
approximately $27,000, net of accumulated amortization were written off in 1999.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $116,000,  $159,000,  and $156,000 for the
years ended  December 31,  2000,  1999 and 1998,  respectively,  were charged to
expense as incurred.

Investment Properties: Investment properties consist of four apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  In accordance with Financial  Accounting  Standards Board Statement No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets  to Be  Disposed  Of,"  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the  carrying  amounts of those  assets.
Costs of properties that have been  permanently  impaired have been written down
to appraised  value. No adjustments for impairment of value were recorded in the
years ended December 31, 2000, 1999, and 1998.

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

The Partnership  leased certain  commercial space to tenants under various lease
terms.  The leases were  accounted for as operating  leases in  accordance  with
"Financial  Accounting  Standards  Board  Statement  No. 13." Some of the leases
contained  stated  rental  increases  during  their term.  For leases with fixed
rental increases,  rents were recognized on a straight-line basis over the terms
of the lease.

For all  other  leases,  minimum  rents  were  recognized  over the terms of the
leases.

Restricted Escrow:

Reserve  Account:  A general  Reserve  Account was  established in 1996 with the
refinancing  proceeds for each mortgaged property.  These funds were established
to cover  necessary  repairs and  replacements  of existing  improvements,  debt
service,   out  of  pocket   expenses   incurred  for  ordinary  and   necessary
administrative tasks, and payment of real property taxes and insurance premiums.
The Partnership was required to make quarterly  deposits of net operating income
(as  defined  in  the  mortgage  note)  from  each  refinanced  property  to the
respective reserve account.  The balance at December 31, 1999, was approximately
$139,000 which includes  interest.  As a result of the  refinancings of three of
the residential properties in 2000, the reserve accounts were no longer required
and the balances in each property's account was refunded during 2000.

Capital Improvement  Account: A Capital Improvement Account was also established
in 1996  with the  refinancing  proceeds  from  Richmond  Plaza.  This  fund was
established   to  cover   necessary   repairs  and   replacements   of  existing
improvements,  debt service,  out of pocket  expenses  incurred for ordinary and
necessary administrative tasks, and payment of real property taxes and insurance
premiums.  The  Partnership  is  required  to  make  quarterly  deposits  of net
operating  income (as defined in the  mortgage  note).  The property was sold in
December 1999 with the balance in this account being transferred to the buyer.

Completion/Repair  Escrow: A completion/repair escrow account was established in
2000 with the refinancing proceeds for Windmere Apartments, Highcrest Townhomes,
and Canyon  Crest  Apartments.  The funds were  established  to cover  necessary
repairs and complete  various capital  projects as noted for each property.  The
accounts  were funded with proceeds  from each  mortgage  refinancing  and total
$406,000 at December 31, 2000.

Lease  Commissions:  Lease  commissions  are capitalized and amortized using the
straight-line method over the life of the applicable lease. The seven commercial
properties for which lease  commissions  were  applicable were sold during 1999,
and the corresponding balance in lease commissions was written off.

Allocation  of Net Income and Cash  Distributions:  Pursuant to the  Partnership
Agreement,  net  income  and net losses  for both  financial  and tax  reporting
purposes are allocated 99% to the Limited Partners and 1% to CHI.  Distributions
to the Partners are not allowed until CCEP/2 has fully paid and performed  under
the terms of the Master Loan.

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 CCEP/2.  The Partners are responsible for their respective shares of
CCEP/2's net income or loss. CCEP/2 reports certain transactions differently for
tax than for financial statement purposes.

The tax basis of the  Partnership's  assets  and  liabilities  is  approximately
$212,361,000  and  $187,178,000  greater  than the  assets  and  liabilities  as
reported in the financial  statements  for the years ended December 31, 2000 and
1999, respectively.

Note B - Transfer of Control

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


<PAGE>



Note C - Casualty Event

In April 1999, one of the Partnership's residential properties,  Village Brooke,
was  completely  destroyed  by a  tornado.  It is  estimated  that the  property
sustained  approximately  $16,000,000  in  damages.  As of  December  31,  2000,
approximately  $11,302,000  in  insurance  proceeds  have been  received,  which
includes approximately  $1,302,000 received in 2000. All of the property's fixed
assets and related accumulated depreciation were written off as a result of this
casualty.  Lost rents of approximately  $417,000 and $750,000 have been recorded
as of December 31, 2000 and 1999, respectively. A casualty gain of approximately
$250,000 was recognized at December 31, 2000 as a result of receiving additional
insurance  proceeds which were  previously  not recognized net of  approximately
$577,000 of additional clean up and demolition  costs incurred.  A casualty gain
of approximately $5,473,000 was recognized at December 31, 1999.

In April  1999,  an  electrical  fire  occurred  at Town  Center.  The  property
sustained  approximately  $181,000  in damages and  realized a casualty  loss of
approximately  $33,000 which is included in operating expense.  The property was
sold in  September  (see Note D). The  purchaser  of the  property  assumed  the
remaining obligations related to the fire.

Note D - Sale of Investment Property-Discontinued Operations

Lahser One, Lahser Two, Crescent Centre, Central Park Place, Central Park Plaza,
Town Center Plaza and Richmond Plaza were the only commercial  properties  owned
by the Partnership and represented one segment of the Partnership's  operations.
All of these properties were sold during 1999 and accordingly the results of the
commercial  segment  have  been  shown  as  gain  on  sale  of and  income  from
discontinued  operations  for the years ended  December  31, 1999 and 1998.  The
consolidated  statement of operations  for the year ended  December 31, 1998 has
been restated to reflect the discontinued segment.  Revenues of these properties
were  approximately  $9,005,000 and $12,250,000 for the years ended December 31,
1999 and 1998,  respectively.  No revenues  from the  properties  were  recorded
during the year  ended  December  31,  2000.  (Loss)  income  from  discontinued
operations was approximately  $3,000 and $1,204,000 for the years ended December
31, 1999 and 1998, respectively.

On  September  10,  1999,  the five  commercial  properties  located in Michigan
(Lahser One, Lahser Two,  Crescent Centre,  Central Park Place, and Central Park
Plaza) were sold to an unaffiliated  third party for $26,125,000.  After closing
expenses  of  approximately   $1,727,000  the  net  proceeds   received  by  the
Partnership were approximately $24,398,000.  The sale of the properties resulted
in a gain on sale of investment property of approximately $10,392,000.

On September 22, 1999, Town Center Plaza, located in Santa Ana, California,  was
sold to an unaffiliated  third party for $11,650,000.  After closing expenses of
approximately  $1,004,000,  the net proceeds  received by the  Partnership  were
approximately  $10,646,000.  The Partnership  used some of the proceeds from the
sale  of  the  property  to  pay  off  the  debt  encumbering  the  property  of
approximately $2,316,000. The sale of the property resulted in a gain on sale of
investment   property  of   approximately   $4,862,000   and  a  loss  on  early
extinguishment of debt of approximately $7,000.

On December 23, 1999, Richmond Plaza, located in Richmond, Virginia, was sold to
an unaffiliated third party for $14,900,000. Closing expenses were approximately
$784,000.  The debt  encumbering the property of  approximately  $14,500,000 was
assumed by the buyer.  The sale of the  property  resulted  in a gain on sale of
investment   property  of   approximately   $5,499,000   and  a  loss  on  early
extinguishment of debt of approximately $24,000 at December 31, 1999.



<PAGE>



Note E - Master Loan and Accrued Interest Payable

The Master Loan principal and accrued  interest payable balances at December 31,
2000 and 1999, are approximately  $263,751,000 and  approximately  $247,753,000,
respectively.

Terms of Master Loan Agreement

Under  the  terms of the  Master  Loan,  interest  accrues  at 10% per annum and
payments are due  quarterly  in an amount  equal to Excess Cash Flow,  generally
defined in the Master  Loan  Agreement  as net cash flow from  operations  after
capital  improvements  and  third-party  debt service.  If such Excess Cash Flow
payments are less than the current accrued interest during the quarterly period,
the unpaid interest is added to principal,  compounded annually,  and is payable
at the loan's  maturity.  If such Excess Cash Flow payments are greater than the
currently  payable  interest,  the excess  amount is  applied  to the  principal
balance  of the loan.  The net  proceeds  from the  refinancing  of three of the
residential  properties  during the years  ended  December  31, 2000 and the net
proceeds  from the  sale of the  commercial  properties  during  the year  ended
December 31, 1999 were paid to CCIP/2 as required  under the terms of the Master
Loan Agreement.

Effective  January 1, 1993,  CCEP/2 and CCIP/2 amended the 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  CCIP/2 to CCEP/2.  This  amendment  and change in the  definition  of
Excess  Cash Flow has the effect of reducing  Master Loan  payments to CCIP/2 by
the amount of CCEP/2's capital  expenditures  since such amounts were previously
excluded  from  Excess  Cash  Flow.  The  amendment  will  have no effect on the
computation of interest expense on the Master Loan.

No advances were  received  from CCIP/2 during the year ended  December 31, 2000
and 1999 as an advance on the Master  Loan.  The Master Loan matured in November
2000.  The  General  Partner  has  determined  that the Master  Loan and related
interest  payable has no  determinable  fair value since payments are limited to
net cash  flows,  as  defined,  but is not  believed to be in excess of the fair
values of the underlying collateral.

The General Partner is currently in negotiations with CCIP/2 with respect to its
options  which  include  CCIP/2  foreclosing  on the  properties in CCEP/2 which
collateralize  the Master Loan or  extending  the terms of the Master  Loan.  If
CCIP/2 were to foreclose on its collateral, CCEP/2 would no longer hold title to
its properties and would be dissolved.

During 2000, CCEP/2 paid down the Master Loan by $7,724,000. These payments were
made from  distributions  received from three  affiliated  partnerships and from
proceeds received from the refinance of three of the  Partnership's  residential
properties. During 1999, CCEP/2 paid down the Master Loan by $33,111,000.  These
payments  were  made  from   distributions   received   from  three   affiliated
partnerships,  excess cash from the Partnership's investment properties and from
proceeds  received  from the sale of the  Partnership's  commercial  properties.
During 1998, CCIP/2 loaned approximately $220,000 to CCEP/2 as an advance on the
Master  Loan.  Also during  1998,  CCEP/2 paid down the Master Loan by $155,000.
These  payments  were  made  from  distributions  received  from two  affiliated
partnerships.


<PAGE>



Note F - Mortgage Notes Payable

<TABLE>
<CAPTION>

                    Principal    Monthly                     Principal     Principal
                    Balance At   Payment    Stated            Balance       Balance
                   December 31, Including  Interest Maturity   Due At   At December 31,
Property               2000      Interest    Rate     Date    Maturity       1999
                   (in thousands)                                  (in thousands)
Canyon Crest
<S>                  <C>           <C>       <C>    <C>   <C>  <C>          <C>
  1st Mortgage       $ 3,640       $ 28      7.10%  01/01/11   $ 2,613      $ 2,000
Highcrest
Townhomes
  1st Mortgage         6,748         55      7.72%  02/01/10     4,868        4,000
Windemere
  1st Mortgage         6,064         50      7.83%  11/01/10     3,905        3,000
Village Brooke
  1st Mortgage (1)        --         --      --        --           --        6,557

  Totals             $16,452       $133                        $11,386      $15,557
</TABLE>


On October 3, 2000,  the  Partnership  refinanced the mortgage note payable with
GMAC on Windmere Apartments.  The refinancing replaced mortgage  indebtedness of
$3,000,000  with a new mortgage of $6,075,000.  The mortgage was refinanced at a
rate of 7.83%  compared to the prior rate of 7.33%.  Payments  of  approximately
$50,000  are due on the  first  day of each  month  until  the loan  matures  on
November  1, 2010.  A balloon  payment  of  approximately  $3,905,000  is due at
maturity. Capitalized loan costs incurred for the refinancing were approximately
$150,000.  Prepayment  penalties of  approximately  $95,000 and the write-off of
unamortized  loan costs of  approximately  $50,000  resulted in an extraordinary
loss on early extinguishment of debt of approximately $145,000.

On October 31, 2000,  the  Partnership  refinanced  the mortgage note payable on
Highcrest  Townhomes.   The  refinancing   replaced  mortgage   indebtedness  of
$4,000,000  with a new mortgage of $6,760,000.  The mortgage was refinanced at a
rate of 7.72%  compared to the prior rate of 7.33%.  Payments  of  approximately
$55,000  are due on the  first  day of each  month  until  the loan  matures  on
February  1, 2010.  A balloon  payment  of  approximately  $4,868,000  is due at
maturity. Capitalized loan costs incurred for the refinancing were approximately
$141,000.  Prepayment  penalties of approximately  $142,000 and the write-off of
unamortized  loan costs of  approximately  $52,000  resulted in an extraordinary
loss on early extinguishment of debt of approximately $194,000.

On December 21, 2000,  the  Partnership  refinanced the mortgage note payable on
Canyon Crest  Apartments.  The  refinancing  replaced  mortgage  indebtedness of
$2,000,000  with a new mortgage of $3,640,000.  The mortgage was refinanced at a
rate of 7.10%  compared to the prior rate of 7.33%.  Payments  of  approximately
$28,000 are due on the first day of each month until the loan matures on January
1, 2011.  A balloon  payment of  approximately  $2,613,000  is due at  maturity.
Capitalized loan costs incurred for the refinancing were approximately $100,000.
Prepayment  penalties of approximately  $98,000 and the write-off of unamortized
loan costs of approximately  $38,000 resulted in an extraordinary  loss on early
extinguishment of debt of approximately $136,000.

During the year ended December 31, 2000, the General Partner  determined that it
was in the best  interest  of the  Partnership  to repay  the  mortgage  note on
Village  Brooke.  Accordingly,  funds which had  previously  been  restricted to
rebuild the property were used to repay the mortgage  note which had  encumbered
the property of approximately  $6,517,000.  The Partnership will likely obtain a
construction loan when the re-construction of Village Brooke begins in mid 2001.
An extraordinary loss on early  extinguishment of debt of approximately  $35,000
was  recognized  as a result of  unamortized  loan  costs  associated  with this
mortgage.

The mortgage notes payable are  nonrecourse and are  collateralized  by deeds of
trust on the real property.  The mortgage notes require prepayment  penalties if
repaid prior to maturity. All of these notes are superior to the Master Loan.

Scheduled  principal  payments of mortgage notes payable  subsequent to December
31, 2000, are as follows (in thousands):

         Years Ending December 31,
                  2001                      $    359
                  2002                           394
                  2003                           426
                  2004                           459
                  2005                           495
                  Thereafter                  14,319
                    Total                   $ 16,452

Note G - Related Party Transactions

CCEP/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.  CCEP/2 paid property  management fees
based upon collected gross rental revenues for property  management  services in
each of the years  ended  December  31,  2000,  1999 and 1998.  The  Partnership
Agreement  (the  "Agreement")  also  provides for  reimbursement  to the General
Partner  and  its  affiliates   for  costs  incurred  in  connection   with  the
administration of CCEP/2's activities.

Also, CCEP/2 is subject to an Investment  Advisory  Agreement between CCEP/2 and
an affiliate of the General Partner.  This agreement provides for an annual fee,
payable in monthly  installments,  to an  affiliate  of the General  Partner for
advising and consulting  services for CCEP/2's  properties.  The General Partner
and its affiliates received reimbursements and fees for the years ended December
31, 2000, 1999, and 1998 as follows:
<TABLE>
<CAPTION>

                                                           2000      1999     1998

 Property management fees (included in
<S>                                                       <C>       <C>       <C>
  operating expenses)                                     $ 257     $ 304     $ 696
 Investment advisory fees (included in general
   and administrative expense)                              178       178       173
 Lease commissions                                           --        --       381
 Reimbursement for services of affiliates
  (included in operating, general and
  administrative expenses, and investment
  properties)                                               172       237       292
 Real estate brokerage commissions (included in
   gain on sale of discontinued operations)                  --     1,581        --
 Refinancing fees (included in capitalized loan
   costs)                                                   165        --        --
</TABLE>

During the years ended  December 31, 2000,  1999,  and 1998,  affiliates  of the
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Registrant's  residential properties for providing property management services.
The Registrant paid to such affiliates  approximately  $257,000,  $304,000,  and
$696,000 for the years ended December 31, 2000,  1999,  and 1998,  respectively.
For the years ended  December 31, 1998  affiliates  of the General  Partner were
entitled  to  receive  varying  percentages  of  gross  receipts  from  all  the
Registrant's  commercial  properties for providing property management services.
The Registrant paid to such affiliates  $359,000 for the year ended December 31,
1998.  No such fees  were paid for the year  ended  December  31,  1999 as these
services were provided by an unrelated third party effective October 1, 1998. As
of December 23, 1999 all of the Registrant's commercial properties were sold.

An affiliate of the General Partner received  investment advisory fees amounting
to  approximately  $178,000  for the years ended  December 31, 2000 and 1999 and
$173,000 for the year ended December 31, 1998, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expense  amounting  to  approximately  $172,000,  $237,000,  and
$292,000 for the years ended December 31, 2000, 1999, and 1998, respectively.

For  services  provided  in  connection  with the  refinancings  of three of the
Partnership's  residential  properties,  the  General  Partner  was  paid  total
commissions  related to the  refinancings of  approximately  $165,000 during the
year ended December 31, 2000.

For acting as real estate  broker in  connection  with the sales of seven of the
Partnership's commercial properties,  the General Partner was paid a real estate
commission of approximately  $1,134,000 during the year ended December 31, 1999.
A  commission  of  $447,000  was paid  during the year ended  December  31, 2000
relating to the sale of Richmond Plaza which was accrued at December 31, 1999.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan  advances are received from  Consolidated  Capital
Institutional  Properties/2  ("CCIP/2")  pursuant to the Master Loan  Agreement.
Such  interest  payments  totaled  approximately   $1,198,000,   $998,000,   and
$1,200,000 for the years ended December 31, 2000, 1999, and 1998,  respectively.
Advances of  approximately  $220,000  were made under the Master Loan  Agreement
during the year ended  December 31, 1998. No advances were made under the Master
Loan Agreement during the years ended December 31, 2000 and 1999.  Additionally,
CCEP/2 made principal  payments on the Master Loan of approximately  $7,724,000,
$33,111,000   and  $155,000   respectively.   These  funds  were  received  from
distributions  from  three  affiliated   partnerships,   excess  cash  from  the
Partnership's investment properties, and from proceeds received from the sale of
commercial  properties and from proceeds received from the refinance of three of
the Partnership's residential properties.

Note H - Real Estate and Accumulated Depreciation

The investment  properties owned by the Partnership  consist of the following at
December 31, 2000 (in thousands):
<TABLE>
<CAPTION>

                                    Building
                                    & Related
                                    Personal               Accumulated   Depreciable
      Description          Land     Interest     Total     Depreciation   Life-Years

<S>                     <C>        <C>        <C>            <C>            <C>
 Canyon Crest           $   145    $ 3,798    $  3,943       $ 2,516        3-20
 Highcrest Townhomes        707      8,081       8,788         5,461        3-20
 Village Brooke           1,099         87       1,186            --        3-20
 Windmere                   780      6,330       7,110         4,457        3-20

 Total                  $ 2,731    $18,296    $ 21,027       $12,434
</TABLE>


<PAGE>



Note I - Legal Proceedings

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

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended complaint. The General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.

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


<PAGE>



Note J - Selected Quarterly Financial Data (unaudited)

The following is a summary of the unaudited  quarterly results of operations for
the Partnership (in thousands):
<TABLE>
<CAPTION>

                                             Year Ended December 31, 2000
                                    1st         2nd       3rd        4th
                                  Quarter     Quarter   Quarter    Quarter    Total

<S>                             <C>         <C>        <C>       <C>        <C>
Revenues                        $  1,665    $  2,447   $  1,266  $    480   $  5,858
Expenses                           7,670       7,488      7,431     7,379     29,968
Loss before extraordinary item    (6,005)     (5,041)    (6,165)   (6,899)   (24,110)
Extraordinary loss on debt
extinguishment                        --         (35)        --      (475)      (510)
Net loss                        $ (6,005)   $ (5,076)  $ (6,165) $ (7,374)  $(24,620)
</TABLE>

<TABLE>
<CAPTION>

                                             Year Ended December 31, 1999
                                    1st         2nd       3rd        4th
                                  Quarter     Quarter   Quarter    Quarter    Total

<S>                             <C>         <C>        <C>       <C>        <C>
Revenues                        $  1,807    $  1,467   $  1,434  $  6,972   $ 11,680
Expenses                           8,019       7,808      7,861     6,920     30,608
(Loss) income from continuing
  operations                      (6,212)     (6,341)    (6,427)       52    (18,928)
Income (loss) from discontinued
  operations                          87         394       (455)      (23)         3
Gain on sale of discontinued
  operations                          --          --     15,517     5,236     20,753
(Loss) income before
  extraordinary item              (6,125)     (5,947)     8,635     5,265      1,828
Extraordinary loss on debt
extinguishment                        --          --         (7)      (24)       (31)
Net (loss) income               $ (6,125)   $ (5,947)  $  8,628  $  5,241   $  1,797
</TABLE>



<PAGE>




                                    PART III

Item 10.    Directors  and  Executive  Officers of the General  Partner of the
            Partnership

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

Name                        Age    Position

Patrick J. Foye              43    Executive Vice President and Director
Martha L. Long               41    Senior Vice President and Controller

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

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner since October 1998 as a result of the acquisition of Insignia  Financial
Group, Inc. As of February 2001, Ms. Long was also appointed head of the service
business for AIMCO.  From June 1994 until January 1997,  she was the  Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

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  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity  of  those  audited  financial  statements  with  generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee or its equivalent under
generally  accepted  auditing  standards.   In  addition,  the  Partnership  has
discussed  with  the  independent  auditors  the  auditors'   independence  from
management and the Partnership  including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner has approved the  inclusion of the
audited  financial  statements in the Form 10-K for the year ended  December 31,
2000 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for the current fiscal year.
Fees for the last  fiscal  year were  annual  audit  services  of  approximately
$78,000  and  non-audit  services  (principally  tax-related)  of  approximately
$39,000.

Item 11. Executive Compensation

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

Item 12. Security Ownership of Certain Beneficial Owners and Management

Except  as  noted  below,  no  person  was  known  by the  Registrant  to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2000:

Entity                                  Number of Units      Percentage

Reedy River Properties
(an affiliate of AIMCO)                    168,736.5           18.56%
Insignia Properties LP
(an affiliate of AIMCO)                     17,240.6            1.90%
AIMCO Properties, LP
(an affiliate of AIMCO)                    168,243.8           18.50%
Cooper River Properties, LLC
(an affiliate of AIMCO)                     67,518.7            7.43%

Reedy River Properties, Insignia Properties LP, and Cooper River Properties, LLC
are indirectly  ultimately owned by AIMCO.  Their business address is 55 Beattie
Place, Greenville, SC 29602.

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

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

Item 13. Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership activities.

The Partnership  Agreement (the  "Agreement")  provides for reimbursement to the
General  Partner and its affiliates  for costs  incurred in connection  with the
administration of Partnership  activities.  The following  payments were made to
the General  Partner and  affiliates  during the years ended  December 31, 2000,
1999, and 1998:

                                                For the years ended December 31,
                                                   2000        1999        1998
                                                         (in thousands)
Reimbursements for services of affiliates         $ 444        $ 217      $ 303

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses  amounting  to  approximately  $444,000,  $217,000  and
$303,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 421,739.60 limited partnership units
in the Partnership  representing 46.39% of the outstanding units at December 31,
2000. 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 limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private  purchases or tender offers.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by affiliates of AIMCO for a purchase price of $31.00 per Unit. Pursuant to this
offer,  AIMCO  acquired an  additional  2,784.30  units  resulting  in its total
ownership being increased to 424,523.90 units or 46.70% of the total outstanding
units. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 46.70% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable to the interest of the General  Partner  because of their
affiliation with the General Partner.


<PAGE>


                                     PART IV


Item 14.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

      (a)   Exhibits

            None.

      (b)   Reports  on Form 8-K filed in the fourth  quarter  of fiscal  year
            2000:

            Form 8-K dated  October 3, 2000,  as filed with the  Securities  and
            Exchange  Commission  on November  27, 2000 in  connection  with the
            refinance  of the  mortgage  note  payable  with  GMAC  on  Windmere
            Apartments and Highcrest Townhomes.

            Form 8-K dated  December 22, 2000 as filed with the  Securities  and
            Exchange  Commission  on January  22,  2001 in  connection  with the
            refinance  of the  mortgage  note  payable with GMAC on Canyon Crest
            Apartments.


<PAGE>

                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


                                    CONSOLIDATED CAPITAL INSTITUTIONAL
                                    PROPERTIES/2

                                    By:   ConCap Equities, Inc.
                                          Its General Partner

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

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

                                 Date:    March 28, 2001


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities on the date indicated.

/s/Patrick J. Foye                                    Date: March 28, 2001
Patrick J. Foye
Executive Vice President and Director


/s/Martha L. Long                                     Date: March 28, 2001
Martha L. Long
Senior Vice President and Controller


<PAGE>


               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

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

      3           Certificates of Limited Partnership, as amended to date.

      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-K 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).

      10.10       Construction  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-K for the year ended December 31, 1991).

      10.11       Investor  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).

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

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

      10.14       Financial  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).

      10.15       Assignment  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).

      10.16       Letter 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-K for the year ended December 31, 1991).

      10.17       Property  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-K for the year ended December 31, 1992)

      10.18       Property  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).

      10.19       Assignment 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).

      10.20       Assignment 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).

      10.21       Property  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).

      10.22       Assignment 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).

      10.23       Assignment 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).

      10.24       Contract  for sale of real  estate for North Park Plaza  dated
                  September 12, 1996, between Consolidated Capital Institutional
                  Properties/2,  a California limited partnership and North Park
                  Southfield, L.L.C., a Michigan limited liability company.

      10.25       Contract  for sale of real estate for Lahser One,  Lahser Two,
                  Crescent  Centre,  Central Park Place,  and Central Park Plaza
                  dated   September  10,  1999  between   Consolidated   Capital
                  Institutional  Properties/2,  a California limited partnership
                  and Southfield  Office  Properties,  LLC. (Filed with Form 8-K
                  dated September 10, 1999)

      10.26       Second  amendment  to  purchase  and sale  contract  between
                  Consolidated   Capital   Institutional    Properties/2,    a
                  California   limited   partnership  and  Southfield   Office
                  Properties,  LLC for sale of real  estate  for  Lahser  One,
                  Lahser  Two,  Crescent  Centre,   Central  Park  Place,  and
                  Central Park Plaza (Filed with Form 8-K dated  September 10,
                  1999)

      10.27       Reinstatement  of and Third  amendment  to  purchase  and sale
                  contract   between    Consolidated    Capital    Institutional
                  Properties/2,  a California limited partnership and Southfield
                  Office Properties, LLC for sale of real estate for Lahser One,
                  Lahser Two,  Crescent Centre,  Central Park Place, and Central
                  Park Plaza (Filed with Form 8-K dated September 10, 1999)

      10.28       Contract  for sale of real estate for Towne Center Plaza dated
                  September 22, 1999 between Consolidated Capital  Institutional
                  Properties/2  , a California  limited  partnership  and Colton
                  Real Estate Group,  d/b/a The Colton  Company (Filed with Form
                  8-K/A dated September 22, 1999)

      10.29       Contract  for sale for real  estate for  Richmond  Plaza dated
                  December 23, 1999 between Consolidated  Capital  Institutional
                  Properties/2,   a  California  limited   partnership  and  The
                  Bernstein  Companies(Filed  with Form 8-K dated  December  23,
                  1999)

      10.30       Multifamily  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  Form 8-K on
                  November 27, 2000)

10.31             Multifamily  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 Form
                  8-K on November 27, 2000)

10.32             Multifamily 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 Form 8-K on
                  January 22, 2001)

      11          Statement  regarding  computation  of Net Income per Limited
                  Partnership  Unit  (Incorporated  by  reference to Note 1 of
                  Item 8 - Financial Statements of this Form 10-K)

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

      28.1        Fee Owner's  Limited  Partnership  Agreement  dated November
                  14,  1990  (Incorporated  by  reference  to the 1990  Annual
                  Report)