SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    Form 10-K

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


                   For the fiscal year ended December 31, 2002

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


                    For the transition period from _________to _________

                         Commission file number 0-11723

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

         California                                              94-2883067
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

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

                          Registrant's telephone number
                                 (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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 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. Yes ___ No X_

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rate 12b-2). 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, 2002. 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

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

General

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

Upon the Partnership's formation in 1983, CCEC, a Colorado corporation,  was the
corporate general partner. In 1988, through a series of transactions,  Southmark
Corporation  ("Southmark")  acquired  controlling  interest in CCEC. In December
1988,  CCEC filed for  reorganization  under  Chapter  11 of the  United  States
Bankruptcy Code ("Chapter 11"). In 1990, as part of CCEC's  reorganization plan,
ConCap Equities,  Inc. ("CEI" or the "General  Partner") acquired CCEC's general
partner  interests in the Partnership and in 15 other affiliated  public limited
partnerships (the "Affiliated  Partnerships")  and CEI replaced CCEC as managing
general  partner in all 16  partnerships.  The  selection  of CEI as the general
partner was  approved by a majority of the limited  partners in the  Partnership
and in each of the Affiliated  Partnerships  pursuant to a  solicitation  of the
Limited  Partners  dated  August 10,  1990.  As part of this  solicitation,  the
Limited  Partners  also  approved an amendment to the  Partnership  Agreement to
limit changes of control of the Partnership. The General Partner is a subsidiary
of Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate investment trust. The Partnership Agreement provides that the Partnership
is to terminate on December 31, 2013 unless terminated prior to such date.

The  Partnership's  primary  business and only  industry  segment is real estate
related  operations.  The Partnership was formed, for the benefit of its Limited
Partners (herein so called and together with the General Partner shall be called
the "Partners"),  to lend funds to Equity  Partners/Two  ("EP/2"),  a California
general  partnership  in which certain of the partners were former  shareholders
and former  management  of CCEC,  the  former  managing  general  partner of the
Partnership.  See  "Status  of Master  Loan" for a  description  of the loan and
settlement of EP/2's bankruptcy.  Through December 31, 2002, the Partnership had
advanced a total of  approximately  $194,233,000 to EP/2 and its successor under
the Master Loan (as  defined in "Status of Master  Loan").  As of  December  31,
2002, the balance of the Master Loan, net of the allowance for possible  losses,
was  approximately  $14,204,000.  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 one (1) apartment  building
that is being  rebuilt,  which secures the Master Loan.  See "Item 8.  Financial
Statements  - Note  A" for  detailed  disclosure  of the  Partnership's  segment
reporting.

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

Risk Factors

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

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

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

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

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

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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

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.

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.

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating  with CCEP/2 with respect to its options which included  foreclosing
on the properties that  collateralize  the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collaterize the Master Loan.  During March 2002, the  Partnership  Agreement was
amended to allow the  Partnership  to  directly  or  indirectly  own  investment
properties. The General Partner executed deeds in lieu of foreclosure during the
third quarter of 2002 on the three active properties of CCEP/2. The deed in lieu
of foreclosure on the fourth property, which is currently being rebuilt, will be
executed at a later date. As the deeds were  executed,  title in the  properties
previously  owned by CCEP/2  were  vested  in the  Partnership,  subject  to the
existing  liens on such  properties  including the first  mortgage  loans.  As a
result,  during  the  year  ended  December  31,  2002 the  Partnership  assumed
responsibility for the operations of such properties.

Segments

Segment data for the years ended  December 31, 2002,  2001, and 2000 is included
in "Item 8.  Financial  Statements - Note A" and is an integral part of the Form
10-K.

Item 2.     Property

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

<TABLE>
<CAPTION>

                                  Date of
Properties                      Acquisition       Type of Ownership           Use

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

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

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

During the year ended December 31, 2002,  CCIP/2 foreclosed on three of the four
properties that collaterized the Master Loan (see "Item 8 - Financial Statements
and  Supplementary  Data - Note "B").  The  Partnership  Agreement of CCIP/2 was
amended to allow CCIP/2 to directly or  indirectly  own  investment  properties.
CCIP/2 executed deeds in lieu of foreclosure during the third quarter of 2002 on
the three active  properties of CCEP/2.  The deed in lieu of  foreclosure on the
fourth property,  which is currently being rebuilt,  will be executed at a later
date. As the deeds were executed,  title in the properties  previously  owned by
CCEP/2 became vested in CCIP/2,  subject to the existing liens on the properties
including  the first  mortgage  loans.  When  CCEP/2 no longer  has title to the
remaining property, it will be dissolved.

Schedule of Properties

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

<TABLE>
<CAPTION>

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

<S>                           <C>            <C>        <C>                <C>
Canyon Crest Apartments       $ 5,444        $ 50       5-40     S/L       $ 5,360
Highcrest Townhomes            12,317         113       5-40     S/L        12,085
Windemere Apartments            9,443          85       5-40     S/L         9,306

          Totals              $27,204        $248                          $26,751
</TABLE>

See  "Note  A" to the  financial  statements  included  in  "Item  8.  Financial
Statements"   for  a  description   of  the   Partnership's   depreciation   and
capitalization policies.


Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                          Principal                                     Principal
                          Balance At    Stated                           Balance
                         December 31,  Interest   Period    Maturity      Due at
Property (1)                 2002        Rate    Amortized    Date       Maturity
                        (in thousands)                                (in thousands)

Canyon Crest Apartments
<S>                        <C>           <C>      <C>       <C>   <C>    <C>
  1st mortgage             $ 3,470       7.10%    20 yrs    01/01/11     $ 2,613

Highcrest Townhomes
  1st mortgage               6,439       7.72%    20 yrs    02/01/10       4,868

Windemere Apartments
  1st mortgage               5,790       7.83%    20 yrs    11/01/10       3,905
                            15,699

Mortgage Premium, net          781

         Total             $16,480                                       $11,386
</TABLE>

(1)   See "Item 8. Financial  Statements - Note C" for information  with respect
      to the  Partnership's  ability to prepay  these  loans and other  specific
      details about these loans.



Rental Rates and Occupancy

Average  annual  rental rate per unit and  occupancy  for 2002 and 2001 for each
property:

                                       Average Annual               Average
                                        Rental Rate                Occupancy
                                        (per unit)

 Properties                          2002         2001          2002        2001

 Canyon Crest Apartments (1)       $ 9,927       $10,223        90%          95%
 Highcrest Townhomes                11,783        11,714        95%          97%
 Windemere Apartments                7,728         7,726        88%          90%

   (1)      The  General  Partner   attributes  the  decrease  in  occupancy  to
            softening of the rental market in the area.

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

Real Estate Taxes and Rates

Real estate taxes and rates in 2002 for each property were:

                                                2002            2002
                                               Billing        Rate (1)
                                           (in thousands)

       Canyon Crest Apartments                  $ 44             .68%
       Highcrest Townhomes                       234            7.13%
       Windemere Apartments                      220            3.07%

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

Capital Improvements

Canyon Crest Apartments

As of December 31, 2002,  the  Partnership  completed  approximately  $44,000 in
capital  expenditures at Canyon Crest Apartments  consisting  primarily of major
landscaping,   structural  upgrades,  and  floor  covering  replacements.  These
improvements  were funded from operating cash flow. The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $27,000.  Additional  improvements
may be  considered  in 2003 and will  depend on the  physical  condition  of the
property as well as anticipated cash flow generated by the property.

Highcrest Townhomes

As of December 31, 2002, the Partnership has completed approximately $118,000 of
capital  improvements  consisting  primarily  of plumbing  fixtures,  structural
upgrades,   water  heaters,   air   conditioning   units,   and  floor  covering
replacements.  These  improvements were funded from the Partnership's  operating
cash flow. The Partnership is currently evaluating the capital improvement needs
of  the  property  for  the  upcoming  year  and  currently  expects  to  budget
approximately  $53,000.  Additional  improvements  may be considered in 2003 and
will depend on the physical  condition  of the  property as well as  anticipated
cash flow generated by the property.

Windemere Apartments

As of December 31, 2002,  the  Partnership  completed  approximately  $42,000 in
capital expenditures at Windemere Apartments  consisting of structural upgrades,
appliances, and floor covering replacements. These improvements were funded from
operating  cash flow.  The  Partnership  is  currently  evaluating  the  capital
improvement needs of the property for the upcoming year and currently expects to
budget approximately $77,000.  Additional improvements may be considered in 2003
and will depend on the physical condition of the property as well as anticipated
cash flow generated by the property.

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

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action 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 series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs 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.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the parties could have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.  Before completing briefing on the appeal, the parties stayed further
proceedings  in the  appeal  pending  the  Court's  review  of the  terms of the
proposed settlement described above.

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

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

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

On October 18, 2001, the Partnership  sought the vote of the limited partners to
amend the Partnership  Agreement to authorize the  Partnership to acquire,  own,
operate, improve, manage, lease, finance,  refinance, sell and exchange any real
property  acquired  as a result of any  transaction  under the Master  Loan with
CCEP/2 or any  transaction  involving  property  acquired  from  CCEP/2  that is
intended to qualify as a like-kind  exchange under the Internal Revenue Code. As
of February 5, 2002, the requisite percent of limited partnership units voted in
favor of the Partnership  Agreement  Amendment.  As of February 5, 2002, a total
number of 486,543.90  units had voted,  including the 431,331.70  units owned by
affiliates of the General Partner,  of which 458,978.50 units had voted in favor
of the amendment, 22,200.20 units voted against the amendment and 5,365.20 units
abstained.

                                     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 22,429 holders of record owning an aggregate of 909,123.60 Units. Affiliates
of the  General  Partner  owned  450,969.90  units or  approximately  49.60%  at
December 31, 2002. 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, 2000, 2001 and 2002.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/00 - 12/31/00         $13,383,000 (1)            $14.70

       01/01/01 - 12/31/01           2,428,000 (2)              2.67

       01/01/02 - 12/31/02                  --                    --

(1)   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.

(2)   Consists  of  approximately  $1,299,000  (approximately  $1.43 per limited
      partnership unit) from the refinancing proceeds of Canyon Crest Apartments
      in CCEP/2 and  $1,129,000  (approximately  $1.24 per  limited  partnership
      unit)  from  surplus  cash due to the  receipt of  interest  income on the
      master  loan.  Both  distributions  were  distributed  100% to the limited
      partners.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required  capital  improvements  to permit  distributions  to its partners
during 2003 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,969.90 limited partnership units
in the Partnership  representing 49.60% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  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 voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 49.60% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Item 6.     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,
                                2002         2001        2000        1999        1998
STATEMENTS OF OPERATIONS
                                           (in thousands, except unit data)

<S>                            <C>         <C>          <C>         <C>        <C>
Total Revenues                 $ 5,413     $ 1,934      $ 1,520     $ 1,328    $ 15,367

Total Expenses                  (2,169)        (513)       (644)       (520)       (820)

Income from
 continuing operations           3,244        1,421         876         808      14,547

Loss on foreclosure of            (330)          --          --          --          --
 real estate

Net income                     $ 2,914     $ 1,421       $ 876       $ 808     $ 14,547

Net income per Limited
  Partnership Unit             $ 3.17       $ 1.55      $ 0.95      $ 0.88      $ 15.84

Distributions per Limited
  Partnership Unit              $ --        $ 2.67      $ 14.70     $ 41.73     $ 3.28

Limited Partnership Units
  Outstanding                  909,124      909,124     909,124     909,124     909,134
</TABLE>

<TABLE>
<CAPTION>

                                                  AS OF DECEMBER 31,
BALANCE SHEETS                  2002         2001        2000        1999        1998
                                                    (in thousands)

<S>                           <C>          <C>         <C>         <C>         <C>
Total assets                  $ 43,021     $ 11,796    $ 12,804    $ 25,323    $ 62,466

Long Term Debt                $ 16,480       $ --        $ --        $ --        $ --
</TABLE>

Comparability  of the information  above has been affected by the foreclosure on
the  CCEP/2  properties.  See "Item 1.  Description  of  Business"  for  further
information.

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

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

Results of Operations

2002 Compared with 2001

The  Partnership's net income for the years ended December 31, 2002 and 2001 was
approximately  $2,914,000 and  $1,421,000,  respectively.  Net income  increased
primarily due to an increase in total  revenues  offset by the  recognition of a
loss on foreclosure and an increase in total expenses. (See "Item 1. Description
of  Business"  for a  discussion  of the  foreclosure  of CCEP/2's  assets.) The
increase in total  revenues is due to an increase in the  reduction of provision
for impairment  loss on the investment in the Master Loan and the rental revenue
of the foreclosed  properties  partially offset by a decrease in interest income
on the  investment in the Master Loan.  Interest  income on  investments  in the
Master Loan was not  recognized  during 2002 due to no operating  cash  payments
being received from CCEP/2.  Total  expenses  increased due to the operations of
the  foreclosed  properties  and  an  increase  in  general  and  administrative
expenses.

General and administrative expenses increased due to an increase in the costs of
services  included in the management  reimbursements  to the General  Partner as
allowed under the Partnership Agreement.  Included in general and administrative
expenses for the years ended  December 31, 2002 and 2001,  are costs  associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit required by the Partnership Agreement.

2001 Compared with 2000

The  Partnership's net income for the years ended December 31, 2001 and 2000 was
approximately $1,421,000 and $876,000,  respectively. The increase in net income
is due  primarily  to the  increase  in total  revenues  and a decrease in total
expenses.  Total  revenues  increased  due to the  increase in the  reduction of
impairment  loss on the  investment in the Master Loan,  offset by a decrease in
interest  income.  Interest  income  decreased  due to a  decrease  in  interest
payments  received on the Master Loan and due to lower cash balances  maintained
in interest bearing accounts. The interest payments on the Master Loan decreased
as a result of a decrease in excess cash flow payments received from CCEP/2.

The   decrease  in  total   expenses  is  due  to  a  decrease  in  general  and
administrative expenses.  General and administrative expenses decreased due to a
decrease in reimbursements to the General Partner.  Also included in the general
and  administrative  expenses are costs associated with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

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

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $653,000 as compared to  approximately  $381,000 at December  31,
2001.  The  net  increase  of  approximately  $272,000  is due to  approximately
$739,000 of cash provided by operating activities and approximately  $10,390,000
of  cash  provided  by  financing  activities  which  was  partially  offset  by
approximately $10,857,000 of cash used in investing activities. Cash provided by
financing activities consisted of loans from an affiliate of the General Partner
partially offset by payments on the loan from affiliates and principal  payments
on the mortgages encumbering the investment  properties.  Cash used in investing
activities  consisted of advances on the Master Loan and  property  improvements
and  replacements  slightly offset by principal  receipts on the Master Loan and
distributions from the investments in the affiliated partnerships.

At  December  31,  2001,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $381,000 as compared to approximately  $2,143,000 at December 31,
2000.  The net  decrease of  approximately  $1,762,000  is due to  approximately
$2,428,000 of cash used in financing  activities,  which was partially offset by
approximately   $310,000  of  cash   provided  by   operating   activities   and
approximately  $356,000 of cash provided by investing activities.  Cash provided
by investing activities consisted of principal receipts on the Master Loan. Cash
used in financing activities consisted of distributions to partners.

During the years ended  December  31,  2002,  2001,  and 2000,  the  Partnership
received  approximately  $88,000,  $356,000,  and  $7,724,000  respectively,  as
principal  payments on the Master Loan  consisting  of funds  received by CCEP/2
from certain  investments.  These funds were required to be  transferred  to the
Partnership under the terms of the Master Loan.

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 General  Partner
monitors  developments  in the area of legal and  regulatory  compliance  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the properties for the
upcoming  year  and  expects  to  budget   approximately   $157,000  in  capital
improvements for all of the Partnership's  properties.  Additional  improvements
may be considered and will depend on the physical condition of the properties as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
properties.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  of  approximately  $16,480,000 is being  amortized over 240 months
with balloon  payments due in 2010 and 2011. The General Partner will attempt to
refinance such  indebtedness  and/or sell the properties  prior to such maturity
date. If the  properties  cannot be refinanced or sold for a sufficient  amount,
the Partnership will risk losing such properties through foreclosure.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2000, 2001, and 2002:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit

       01/01/00 - 12/31/00         $13,383,000 (1)            $14.70

       01/01/01 - 12/31/01           2,428,000 (2)              2.67

       01/01/02 - 12/31/02                  --                    --

(1)   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.

(2)   Consists  of  approximately  $1,299,000  (approximately  $1.43 per limited
      partnership unit) from the refinancing proceeds of Canyon Crest Apartments
      in CCEP/2 and  $1,129,000  (approximately  $1.24 per  limited  partnership
      unit)  from  surplus  cash due to the  receipt of  interest  income on the
      master  loan.  Both  distributions  were  distributed  100% to the limited
      partners.

The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis. Future cash distributions will depend on the levels of net cash generated
from  operations,  the  availability  of cash  reserves,  and the timing of debt
maturities,  refinancings  and/or  property  sales.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient  funds from operations
after required  capital  improvements  to permit  distributions  to its partners
during 2003 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,969.90 limited partnership units
in the Partnership  representing 49.60% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  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 voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 49.60% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

CCEP/2 Property Operations

During the year ended December 31, 2002,  CCIP/2 foreclosed on three of the four
properties that collaterized the Master Loan (see "Item 8 - Financial Statements
and  Supplementary  Data - Note "B").  The  Partnership  Agreement of CCIP/2 was
amended to allow CCIP/2 to directly or  indirectly  own  investment  properties.
CCIP/2 executed deeds in lieu of foreclosure during the third quarter of 2002 on
the three active  properties of CCEP/2.  The deed in lieu of  foreclosure on the
fourth property,  which is currently being rebuilt,  will be executed at a later
date. As the deeds were executed,  title in the properties  previously  owned by
CCEP/2 became vested in CCIP/2,  subject to the existing liens on the properties
including  the first  mortgage  loans.  When  CCEP/2 no longer  has title to the
remaining property, it will be dissolved.

As a result of the decision to liquidate, CCEP/2 changed its basis of accounting
for its  financial  statements at March 31, 2002,  to the  liquidation  basis of
accounting.  Consequently,  assets have been valued at estimated net  realizable
value and liabilities are presented at their estimated  settlement amounts.  The
valuation of assets and  liabilities  necessarily  requires  many  estimates and
assumptions  and  there  are  substantial  uncertainties  in  carrying  out  the
liquidation.  The actual  realization  of assets and  settlement of  liabilities
could be higher or lower than amounts  indicated and is based upon  estimates of
the  General  Partner  of  CCEP/2 as of the date of the  consolidated  financial
statements.

During the nine month period from March 31, 2002 to December  31, 2002,  the net
change in liabilities remained constant,  but was affected by a decrease in cash
and cash equivalents,  investment properties,  and the Master Loan and interest.
The decrease in cash and cash equivalents is primarily due to the  foreclosures,
offset by operating cash generated by the  Partnership's  investment  properties
and  advances on the Master Loan from  CCIP/2.  The  decrease in the  investment
properties  is due to the  foreclosures  offset by fixed  asset  additions.  The
decrease  in the  Master  Loan is due to the  foreclosures,  offset by  advances
received on the Master Loan.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expense  amounting  to  approximately  $171,000,  $584,000,  and
$172,000 for the years ended December 31, 2002,  2001,  and 2000,  respectively.
Included in these amounts are fees related to construction  management  services
provided  by an  affiliate  of the  General  Partner of  approximately  $25,000,
$395,000  and $70,000  for the years ended  December  31,  2002,  2001 and 2000,
respectively. The construction management service fees are calculated based on a
percentage of additions to the investment  properties.  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.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to and loan advances are received from CCIP/2  pursuant to the
Master Loan Agreement. Such interest payments totaled approximately $904,000 and
$1,198,000  for the years ended  December  31, 2001 and 2000,  respectively.  No
interest  payments were made in 2002. These payments were based upon the results
of operations for CCEP/2's  properties.  CCEP/2 made  principal  payments on the
Master Loan of approximately $88,000,  $356,000,  and $7,724,000,  for the years
ended December 31, 2002, 2001, and 2000, 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 refinancing of three of
the  Partnership's  residential  properties.  These  funds were  required  to be
transferred to the Partnership under the terms of the Master Loan.

In April 2002,  the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards ("SFAS") No. 145, "Recission of FASB Statements
No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and Losses from Extinguishment of
Debt,"  required  that all  gains  and  losses  from  extinguishment  of debt be
aggregated and, if material,  classified as an extraordinary  item. SFAS No. 145
rescinds SFAS No. 4, and accordingly,  gains and losses from  extinguishment  of
debt should only be  classified as  extraordinary  if they are unusual in nature
and occur infrequently. Neither of these criteria apply to the Partnership. SFAS
145 is  effective  for  fiscal  years  beginning  after May 15,  2002 with early
adoption an option.  The  Partnership  adopted SFAS 145 effective April 1, 2002.
Accordingly,  the accompanying  consolidated statement of operation for 2000 has
been restated as of January 1, 2000 to reflect the loss on early  extinguishment
of debt in operations rather than as an extraordinary item.

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 Glenbridge  Manor (formerly  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
reconstruction  of  Glenbridge  Manor began in  September  2001. A 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 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 at December 31,
2000.  Additional  loan costs of  approximately  $7,000 were incurred during the
year ended December 31, 2001.  Prepayment penalties of approximately $95,000 and
the write-off of unamortized loan costs of  approximately  $50,000 resulted in a
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 at December 31,
2000.  Additional loan costs of  approximately  $10,000 were incurred during the
year ended December 31, 2001. Prepayment penalties of approximately $142,000 and
the write-off of unamortized loan costs of  approximately  $52,000 resulted in a
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 at December 31,
2000.  Additional loan costs of  approximately  $12,000 were incurred during the
year ended December 31, 2001.  Prepayment penalties of approximately $98,000 and
the write-off of unamortized loan costs of  approximately  $38,000 resulted in a
loss on early extinguishment of debt of approximately $136,000.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the  consolidated  financial  statements in "Item 8.  Financial  Statements  and
Supplementary   Data".   The  General  Partner   believes  that  the  consistent
application of these policies  enables the Partnership to provide readers of the
financial   statements   with  useful  and   reliable   information   about  the
Partnership's  operating  results and financial  condition.  The  preparation of
consolidated  financial  statements in  conformity  with  accounting  principles
generally  accepted  in the  United  States  requires  the  Partnership  to make
estimates and assumptions.  These estimates and assumptions  affect the reported
amounts of assets and  liabilities  at the date of the  financial  statements as
well as reported  amounts of revenues and expenses during the reporting  period.
Actual results could differ from these  estimates.  Judgments and assessments of
uncertainties are required in applying the Partnership's  accounting policies in
many  areas.  The  following  may  involve  a  higher  degree  of  judgment  and
complexity.

Impairment of Long-Lived Assets

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

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's   investment  property.  These  factors  include  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the  Partnership  fully  reserves all  balances  outstanding  over 30 days.  The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Investment in Master Loan to Affiliates and Interest Income Recognition

The  investment  in the Master Loan is evaluated for  impairment  based upon the
fair value of the  collateral  properties as the collateral is the sole basis of
repayment of the loan.  The fair value of the remaining  collateral  property is
based on the cost of reconstruction  which management believes  approximates the
fair value.  If the fair value of a collateral  property  increases or decreases
for other than  temporary  conditions,  then the allowance on the Master Loan is
adjusted appropriately.

The  investment in the Master Loan is  considered to be impaired  under SFAS No.
114, "Accounting by Creditors for Impairment of a Loan". Due to this impairment,
interest income is recognized on the cash basis of accounting.

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   property  that
collateralizes  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 B"
for further information.

The  Partnership  is exposed to market  risks from  adverse  changes in interest
rates. In this regard, changes in U.S. interest rates affect the interest earned
on the  Partnership's  cash and cash equivalents as well as interest paid on its
indebtedness.  As a policy,  the  Partnership  does not engage in speculative or
leveraged transactions,  nor does it hold or issue financial instruments for its
borrowing activities used to maintain liquidity and fund business operations. To
mitigate the impact of  fluctuations  in U.S.  interest  rates,  the Partnership
maintains  its debt as fixed rate in nature by borrowing  on a long-term  basis.
Based on interest  rates at December  31,  2002,  a 100 basis point  increase or
decrease in market interest rates would impact the  Partnership's  net income by
approximately $150,000.

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, 2002 and 2001

      Statements of Operations for the Years ended December 31, 2002, 2001 and
         2000

      Statements of Changes in Partners'  (Deficit)  Capital for the Years ended
      December 31, 2002, 2001 and 2000

      Statements of Cash Flows for the Years ended December 31, 2002, 2001 and
        2000

      Notes to Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
Consolidated Capital Institutional Properties/2


We  have  audited  the  accompanying  balance  sheets  of  Consolidated  Capital
Institutional  Properties/2  as of December  31, 2002 and 2001,  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,  2002.  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, 2002 and 2001, and the results of its
operations  and its cash flows for each of the three  years in the period  ended
December 31, 2002, in conformity with accounting  principles  generally accepted
in the United States.


                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003

                      CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                                 BALANCE SHEETS
                        (in thousands, except unit data)


<TABLE>
<CAPTION>


                                                           December 31,  December 31,
                                                               2002          2001

Assets
<S>                                                           <C>            <C>
   Cash and cash equivalents                                  $ 653          $ 381
   Accounts receivable                                            164           100
   Restricted escrows                                              97            --
   Other assets                                                    52            21
   Investment in affiliated partnerships (Note G)                 895            --

   Investment properties (Notes B, C, and F)
   Land                                                         6,857            --
   Buildings and related personal property                     20,347            --
   Accumulated depreciation                                      (248)           --
                                                               26,956            --

   Investment in Master Loan to affiliate (Note B)             14,204        39,423
     Less: allowance for impairment loss                           --       (28,129)
                                                               14,204        11,294
                                                             $ 43,021      $ 11,796
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                            $ 42          $ --
   Other liabilities                                              183            45
   Distributions payable                                          141           141
   Accrued property taxes                                         507            --
   Due to affiliate (Note E)                                   11,040            --
   Tenant security deposit liabilities                            104            --
   Mortgage notes payable (Note C)                             16,480            --
                                                               28,497           186
Partners' (Deficit) Capital
   General partner                                               (378)          (407)
   Limited partners (909,123.60 units issued and
     outstanding)                                              14,902        12,017
                                                               14,524        11,610
                                                             $ 43,021      $ 11,796

                   See Accompanying Notes to the Financial Statements
</TABLE>


                      CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

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

<TABLE>
<CAPTION>


                                                         Years Ended December 31,
                                                           2002       2001      2000
Revenues:
<S>                                                      <C>          <C>       <C>
  Rental income                                          $ 1,422      $ --      $ --
  Other income                                               191         --         --
  Interest income on investments in Master
    Loan (Note B)                                             --        904      1,198
  Reduction of provision for impairment loss (Note B)      3,800      1,000         --
  Interest income                                             --         30        322
     Total revenues                                        5,413      1,934      1,520

Expenses:
  Operating                                                  493         --         --
  General and administrative                                 532        513        644
  Depreciation                                               248         --         --
  Interest                                                   683         --         --
  Property taxes                                             213         --         --
     Total expenses                                        2,169        513        644

Income from continuing operations                          3,244      1,421        876
Loss on foreclosure of real estate (Note B)                 (330)        --         --
Net income                                               $ 2,914    $ 1,421     $ 876

Net income allocated to general
  partner (1%)                                             $ 29       $ 14       $ 9
Net income allocated to limited
  partners (99%)                                           2,885      1,407        867
                                                         $ 2,914    $ 1,421     $ 876

Net income (loss) per limited partnership unit:
    Income from continuing operations                     $ 3.53     $ 1.55    $ 0.95
    Loss on foreclosure of real estate                     (0.36)        --         --
                                                          $ 3.17     $ 1.55    $ 0.95

Distribution per limited partnership unit                  $ --      $ 2.67    $ 14.70

                   See Accompanying Notes to the Financial Statements
</TABLE>


                      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        Partner     Partners    (Deficit)

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

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

Distributions to partners                  --            --       (2,428)     (2,428)

Net income for the year ended
   December 31, 2001                       --            14        1,407       1,421

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

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

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

                   See Accompanying Notes to the Financial Statements
</TABLE>


                      CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                             2002       2001       2000
Cash flows from operating activities:
<S>                                                       <C>          <C>       <C>
  Net income                                              $ 2,914      $ 1,421   $   876
  Adjustments to reconcile net income to net cash (used
     provided by operating activities:
     Reduction of provision for impairment loss            (3,800)      (1,000)       --
     Depreciation                                             248           --        --
     Amortization of mortgage premium                         (20)          --        --
     Loss on foreclosure of real estate                       330           --        --
     Change in accounts:
      Receivables and deposits                                209         (100)       --
      Interest receivable on Master Loan                       --           --        92
      Other assets                                            (30)                    --
                                                                            (10)
      Accounts payable                                         24           (1)        1
      Accrued property taxes                                  232           --        --
      Due to affiliates                                       615           --
      Other liabilities                                        17           --       (13)
        Net cash provided by operating activities             739          310       956

Cash flows from investing activities:
  Advances on Master Loan                                 (10,763)          --        --
  Principal receipts on Master Loan                            88          356     7,724
  Property improvements and replacements                     (204)          --        --
  Net deposits to restricted escrows                           (1)          --        --
  Distributions received from affiliated partnerships          23           --        --
        Net cash (used in) provided by investing
         activities                                       (10,857)         356     7,724

Cash flows from financing activities:
  Advances from affiliates                                 10,625           --        --
  Principal payments on advances from affiliates             (100)          --        --
  Distributions to partners                                    --       (2,428)  (13,383)
  Principal payments on mortgage notes payable               (135)          --        --
        Net cash provided by (used in) financing
         activities                                        10,390       (2,428)  (13,383)

Net increase (decrease) in cash and
  cash equivalents                                            272       (1,762)   (4,703)
Cash and cash equivalents at beginning of the year            381        2,143     6,846

Cash and cash equivalents at end of the year              $   653      $   381   $ 2,143

Supplemental disclosure of cash flow information:
  Cash paid for interest                                  $   400      $    --   $    --

                   See Accompanying Notes to the Financial Statements
</TABLE>


SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Foreclosure

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




                  Accounts receivable                      $ (373)
                  Master Loan                               11,565
                  Restricted escrows                           (96)
                  Other assets                                  (1)
                  Investment properties                    (27,000)
                  Investment in affiliated
                    partnerships                              (918)
                  Accounts payable                              18
                  Tenant security deposit
                    liabilities                                104
                  Accrued property taxes                       275
                  Other liabilities                            121
                  Mortgage notes payable                    16,635
                  Loss on foreclosure of
                    real estate                             $ 330

                   See Accompanying Notes to the Financial Statements

                      CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2002

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, 2002, the Partnership had advanced approximately $194,233,000 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 B" 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").  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.

During  March  2002,  the  Partnership   Agreement  was  amended  to  allow  the
Partnership  to directly or indirectly own  investment  properties.  The General
Partner  executed deeds in lieu of foreclosure  during the third quarter of 2002
on the three active properties of CCEP/2. The deed in lieu of foreclosure on the
fourth property,  which is currently being rebuilt,  will be executed at a later
date. As the deeds were executed,  title in the properties  previously  owned by
CCEP/2 were vested in the  Partnership,  subject to the  existing  liens on such
properties  including the first  mortgage  loans.  As a result,  during the year
ended  December  31,  2002  the  Partnership  assumed   responsibility  for  the
operations  of such  properties.  The results of  operations  of the  foreclosed
properties are reflected in the statement of operations for the period September
1, 2002 through December 31, 2002.

The Partnership is the holder of a note receivable  which is  collateralized  by
one  apartment  property  which is  currently  being  rebuilt.  See "Note B" for
further discussion of the status of the note receivable.

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks and money market accounts.  At certain times, the amount of cash deposited
at a bank may exceed  the limit on  insured  deposits.  Cash  balances  included
approximately  $612,000  at  December  31,  2002  that  are  maintained  by  the
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

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

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

Partners' (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 2002, 2001, and 2000.

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

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

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets",  the Partnership  records  impairment  losses on long-lived
assets used in  operations  when events and  circumstances  indicate  the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those assets are less than the carrying amounts of those assets.  No adjustments
for  impairment of value were recorded in the year ended  December 31, 2002. See
"Recent Accounting Pronouncements" below.

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

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership  recognizes income as earned on its residential  leases
and fully  reserves  all balances  outstanding  over 30 days.  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.

Advertising  Costs:  Advertising  costs of  approximately  $17,000  in 2002 were
charged to expense as incurred and are included in operating expenses.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt and the  Master  Loan)  approximate  their fair value due to the short term
maturity of these instruments. The Partnership believes that the carrying amount
of its long  term  debt  approximates  its fair  value  due to the fact that the
mortgages on the foreclosed properties were recorded at their fair market value.
The  carrying  amount of the  Partnership's  net  investment  in the Master Loan
approximates  fair  value due to the fact that it has been  valued  based on the
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  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.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted SFAS 144 effective January 1, 2002. Its adoption did not have any effect
on the financial position or results of operations of the Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal years  beginning  after May 15, 2002 with early  adoption an option.  The
Partnership  adopted SFAS 145 effective April 1, 2002. Its adoption did not have
any  effect  on  the  financial   position  or  results  of  operations  of  the
Partnership.

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

The Partnership was formed for the benefit of its limited partners to lend funds
to  Consolidated  Capital Equity  Partners/Two,  L.P.  ("CCEP/2"),  a California
general  partnership.  The  general  partner  of CCEP/2 is an  affiliate  of the
General Partner.

The  Partnership  loaned funds to CCEP/2 subject to a  non-recourse  note with a
participation interest (the "Master Loan"). The loans were made to, and the real
properties  that  secure  the  Master  Loan  were  purchased  and are  owned by,
Consolidated Capital Equity Partners/Two, L.P. ("CCEP/2").

The  Master  Loan  matured  in  November  2000.  The  General  Partner  had been
negotiating  with CCEP/2 with respect to its options which included  foreclosing
on the properties that  collateralize  the Master Loan or extending the terms of
the Master Loan. The General Partner decided to foreclose on the properties that
collaterize the Master Loan.  During March 2002, the  Partnership  Agreement was
amended to allow the  Partnership  to  directly  or  indirectly  own  investment
properties. The General Partner executed deeds in lieu of foreclosure during the
third quarter of 2002 on the three active properties of CCEP/2. The deed in lieu
of foreclosure on the fourth property, which is currently being rebuilt, will be
executed at a later date. As the deeds were  executed,  title in the  properties
previously  owned by CCEP/2  were  vested  in the  Partnership,  subject  to the
existing  liens on such  properties  including the first  mortgage  loans.  As a
result,  during  the  year  ended  December  31,  2002 the  Partnership  assumed
responsibility for the operations of such properties.  The results of operations
of the  foreclosed  properties  are reflected in the statement of operations for
the period September 1, 2002 through December 31, 2002.

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

             Investment properties (a)                        $ 27,000
             Investments in affiliated partnerships (b)            918
             Mortgage notes payable (c)                        (16,635)
             Master loan, net of allowance (d)                 (11,565)
             Other liabilities received, net of
               other assets assumed                                (48)

             Loss on foreclosure of real estate                $ (330)

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

(b)   See "Note G".

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

(d)   Amount  represents the amount of the Master Loan associated with the three
      properties of $35,894 net of the allowance for impairment loss of $24,329.

Proforma  results  of  operations  assuming  the  foreclosure  of  Canyon  Crest
Apartments, Highcrest Townhomes, and Windemere Apartments occurred at January 1,
2001 are as follows (in thousands, except per unit data):

                                                     Years Ended December 31,
                                                     2002               2001

Revenues                                            $4,901             $5,008
Net (loss) income                                      (85)               130

Net (loss) income per limited partnership
  Unit                                              $(0.09)            $ 0.14

At December 31, 2002,  the recorded  investment in the Master Loan is considered
to be impaired  under  "Statement  of Financial  Accounting  Standards  No. 114"
("SFAS  (14"),   "Accounting  by  Creditors  for  Impairment  of  a  Loan."  The
Partnership measures the impairment of the loan based upon the fair value of the
collateral due to the fact that repayment of the loan is expected to be provided
solely  by the  collateral.  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.  For the years ended
December 31, 2002 and 2001, the Partnership  recorded  approximately  $3,800,000
and $1,000,000, respectively, in income based upon an increase in the fair value
of the  collateral.  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.
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 years  ended  December  31,  2002 and 2001.  No such income was
recorded in 2000 as the recorded value of the Master Loan  approximated the fair
value of the collateral at December 31, 2000.

The fair value of the remaining  collateral  property,  which secures the Master
Loan,  is  based  on  the  cost  of  reconstruction  which  management  believes
approximates the fair value.

The  principal  balance  of the  Master  Loan  due to  the  Partnership  totaled
approximately  $14,204,000  and  $39,423,000  at  December  31,  2002 and  2001,
respectively.  This amount  represents  the fair market  value of the  remaining
property  owned  by  CCEP/2,  less  the net  liabilities  owed by the  property.
Interest,  calculated on the accrual basis,  due to the Partnership  pursuant to
the  terms of the  Master  Loan  Agreement,  but not  recognized  in the  income
statements due to the impairment of the loan,  totaled  approximately  $514,000,
$25,747,000,  and  $23,722,000  for the years ended December 31, 2002,  2001 and
2000,  respectively.  Interest  income  is  recognized  on  the  cash  basis  in
accordance  with SFAS 114. At December  31, 2002 and  December  31,  2001,  such
cumulative    unrecognized   interest   totaled   approximately   $514,000   and
$249,719,000,  respectively,  and  was  not  included  in  the  balance  of  the
investment in Master Loan.  Cumulative  unrecognized interest owed on the Master
Loan of $267,729,000  was forgiven by the Partnership for those properties which
were foreclosed on during the third quarter of 2002.

The investment in Master Loan consists of the following:

                                                As of December 31,
                                                2002           2001
                                                  (in thousands)
  Master Loan funds advanced, at
    beginning of year                         $39,423        $39,779
  Foreclosure write off                       (35,894)            --
  Advances on Master Loan                      10,763             --
  Principal receipts on Master Loan               (88)          (356)
  Master Loan funds advanced, at
    end of year                               $14,204        $39,423

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

<TABLE>
<CAPTION>

                                                        As of December 31,
                                                   2002         2001        2000
                                                          (in thousands)
 Allowance for impairment loss on Master
<S>                                              <C>          <C>          <C>
   Loan to affiliate, beginning of year          $28,129      $29,129      $29,129
 Foreclosure write off                           (24,329)          --           --
 Reduction of provision for impairment loss       (3,800)      (1,000)          --

 Allowance for impairment loss on Master
   Loan to affiliate, end of year                  $ --       $28,129      $29,129
</TABLE>

Approximately $904,000 and $1,198,000 for the years ended December 31, 2001, and
2000,  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.  No interest  income was
recorded  for the year ended  December  31, 2002. A cash payment of $904,000 was
received  from  CCEP/2  during  the first  quarter  of 2001.  Of the  $1,198,000
received during 2000, $853,000 was received from Glenbridge Manor 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 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.

During the year ended December 31, 2002, the Partnership advanced  approximately
$10,763,000  on the  Master  Loan to  CCEP/2  to cover  reconstruction  costs of
Glenbridge Manor Apartments. No advances were made during 2001 and 2000.

During the years ended  December  31,  2002,  2001,  and 2000,  the  Partnership
received  approximately  $88,000,  $356,000,  and  $7,724,000  respectively,  in
principal payments on the Master Loan. Of these amounts,  approximately $88,000,
$356,000,  and $134,000  represent cash received on certain  investments held by
CCEP/2 which are required to be  transferred to the  Partnership  per the Master
Loan agreement and excess cash payments from CCEP/2 for the years ended December
31,  2002,  2001,  and  2000,  respectively.   Of  the  remaining  amounts,  the
Partnership  received during 2000 approximately  $5,500,000 of net proceeds from
the refinancing of three of CCEP/2's properties and approximately  $2,090,000 of
funds previously reserved associated with the destruction of Village Brook which
were released during 2000.

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.

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  above;  (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.  While  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 C - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                              Principal      Monthly                           Principal
                             Balance At      Payment    Stated                  Balance
                            December 31,    Including  Interest   Maturity      Due at
                                2002        Interest     Rate       Date       Maturity
                                 (in thousands)                             (in thousands)
Properties
Canyon Crest Apartments
<S>                            <C>            <C>        <C>      <C>   <C>     <C>
  1st mortgage                 $ 3,470        $ 28       7.10%    01/01/11      $ 2,613
Highcrest Townhomes
  1st mortgage                   6,439           55      7.72%    02/01/10        4,868
Windemere Apartments
  1st mortgage                   5,790           50      7.83%    11/01/10        3,905
                                15,699

Mortgage Premium, net              781

          Total                $16,480        $ 133                             $11,386
</TABLE>

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
respective  apartment  properties  and by pledge of revenues from the respective
apartment properties.  Prepayment penalties are incurred if the notes are repaid
prior to maturity.  Further,  the properties may not be sold subject to existing
indebtedness.  The  principal  balance is being  amortized  over 240 months with
balloon payments due in 2010 and 2011.

The carrying amount of the  Partnership's  long term debt  approximates its fair
value due to the fact  that the  mortgages  on the  foreclosed  properties  were
recorded  at their fair value.  The fair value of the  mortgages  as  determined
based upon the  incremental  borrowing rate available to the  Partnership at the
time of foreclosure.  The mortgage premium of  approximately  $781,000 is net of
accumulated  amortization of approximately  $20,000.  The mortgage  premiums are
being amortized over the remaining lives of the loans.  Amortization  expense is
included in interest expense on the consolidated statements of operations.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2002 are as follows (in thousands):

                               Mortgage
                                 Note             Premium            Total

            2003               $   426              $ 84              $ 510
            2004                   459                90                549
            2005                   495                97                592
            2006                   534               103                637
            2007                   577               110                687
         Thereafter             13,208               297             13,505
                               $15,699             $ 781            $16,480

Note D - Income Taxes

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

Taxable income or loss of the  Partnership is reported in the income tax returns
of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income for the years ended December 31, 2002,  2001 and 2000 (dollar  amounts in
thousands, except per unit data):

<TABLE>
<CAPTION>

                                                    2002         2001         2000

<S>                                              <C>           <C>           <C>
Net income as reported                           $ 2,914       $ 1,421       $ 876
Add (deduct):
   Depreciation differences                         (205)           --           --
   Interest income                                     --         (904)      (1,198)
   Valuation allowance                            (3,800)       (1,000)          --
                                                     --
   Change in prepaid rental                            93           --           --
   Other                                               83          (98)          11
   Loss on Foreclosure                                336           --           --

Federal taxable income                            $ (579)       $ (581)      $ (311)

Federal taxable income per limited
   partnership unit                               $ (0.63)     $ (0.63)      $(0.34)
</TABLE>

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

                  Net assets as reported                   $14,524
                     Buildings and land                         --
                     Accumulated depreciation                 (205)
                     Syndication fees                       25,796
                     Other                                  46,617
                  Net assets - tax basis                   $86,732

Note E - Transaction with Affiliated Parties

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

During the year ended December 31, 2002,  affiliates of the General Partner were
entitled  to receive 5% of gross  receipts  from the  Partnership's  residential
properties for providing property management  services.  The Partnership paid to
such affiliates approximately $70,000 for the year ended December 31, 2002 which
is included in operating expense.  No fees were paid in 2001 or 2000 because the
Partnership did not own any investment properties.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses  amounting  to  approximately  $394,000,  $349,000  and
$444,000 for the years ended December 31, 2002,  2001,  and 2000,  respectively,
which are included in general and administrative expenses.

The General Partner has loaned the Partnership  approximately $10,625,000 during
the year ended December 31, 2002 so that the Partnership  could make advances on
a non-recourse  note with a  participation  interest (see "Note B") to assist in
the  reconstruction  of Glenbridge  Manor  Apartments.  Of these  advances,  the
Partnership  repaid  approximately  $100,000  during the year ended December 31,
2002.  Interest  is  charged  at the prime rate plus 2%.  Interest  expense  was
approximately $299,000 for the year ended December 31, 2002.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,969.90 limited partnership units
in the Partnership  representing 49.60% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  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 voting on certain amendments to the Partnership  Agreement and voting to
remove the General Partner.

As a result of its ownership of 49.60% of the outstanding  units,  AIMCO is in a
position to influence all such voting  decisions with respect to the Registrant.
Although the General  Partner owes fiduciary  duties to the limited  partners of
the Partnership,  the General Partner also owes fiduciary duties to AIMCO as its
sole  stockholder.  As a result,  the duties of the General Partner,  as general
partner, to the Partnership and its limited partners may come into conflict with
the duties of the General Partner to AIMCO, as its sole stockholder.

Note F - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

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

<S>                              <C>            <C>         <C>              <C>
Canyon Crest Apartments          $ 3,470        $ 1,242     $ 4,158          $ 44

Highcrest Townhomes                6,439          3,660       8,540           117
Windemere Apartments               5,790          1,955       7,445            43
                                  15,699
Mortgage Premium                     781
          Totals                 $16,480        $ 6,857     $20,143         $ 204
</TABLE>



                        Gross Amount At Which
                            Carried
                        At December 31, 2002
                         (in thousands)

<TABLE>
<CAPTION>

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

<S>                <C>       <C>       <C>         <C>          <C>      <C>   <C>   <C>
Canyon Crest Apts  $ 1,242   $ 4,202   $5,444      $ 50         1966     08/22/02    5-40
Highcrest            3,660     8,657    12,317     113          1968     08/22/02    5-40
Townhomes
Windemere            1,955     7,488     9,443       85       1982     08/28/02    5-40
Apartments

      Totals       $ 6,857   $20,347   $27,204    $ 248
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

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

Accumulated Depreciation
Balance at beginning of year                              $ --
    Additions charged to expense                            248
Balance at end of year                                   $ 248

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

Note G - Investment in Affiliated Partnerships

The Partnership has investments in the following affiliated partnerships:

<TABLE>
<CAPTION>

                                                                        Estimated
                                                      Ownership       Net Realizable
Partnership                    Type of Ownership      Percentage          Value
                                                                      (in thousands)
Consolidated Capital            Non-controlling
<S>                                                     <C>                <C>
  Growth Fund                    General Partner        0.40%              $ 47
Consolidated Capital            Non-controlling
  Properties III                 General Partner        1.85%                 27
Consolidated Capital            Non-controlling
  Properties IV                  General Partner        1.85%                821
</TABLE>
                                                                           $ 895

These  investments were assumed during the foreclosure of investment  properties
from  CCEP/2  (see  "Note  B") and are  accounted  for on the  equity  method of
accounting.   Subsequent  to  the  foreclosure,   the  Partnership   received  a
distribution of approximately $19,000 from one of the affiliated partnerships.

Note H - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action 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 series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs 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.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General Partner and affiliated  defendants oppose the motion. On April 29, 2002,
the Court held a hearing on plaintiffs' motion for class  certification and took
the matter under submission after further briefing, as ordered by the court, was
submitted by the parties.  On July 10, 2002, the Court entered an order vacating
the  current  trial  date of  January  13,  2003 (as well as the  pre-trial  and
discovery cut-off dates) and stayed the case in its entirety through November 7,
2002 so that the parties could have an  opportunity  to discuss  settlement.  On
October  30,  2002,  the court  entered  an order  extending  the stay in effect
through January 10, 2003.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action described below. The Court
has  scheduled  the hearing on  preliminary  approval  for April 4, 2003 and the
hearing on final approval for June 2, 2003.

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

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint  as a violation  of its July 10, 2001 order in the Nuanes  action.  On
March 27, 2002, the plaintiffs  filed a notice  appealing the order striking the
complaint.  Before completing briefing on the appeal, the parties stayed further
proceedings  in the  appeal  pending  the  Court's  review  of the  terms of the
proposed settlement described above.

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

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

Note I - 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):

<TABLE>
<CAPTION>

                                       Year Ended December 31, 2002
                                   1st        2nd        3rd         4th
                                 Quarter    Quarter    Quarter     Quarter     Total

<S>                              <C>          <C>       <C>        <C>        <C>
Total revenues                   $ 3,801      $ --      $ 436      $ 1,176    $ 5,413
Total expenses                       149        175        549       1,296      2,169
Net income (loss) from
 continuing operations           $ 3,652     $ (175)    $ (113)    $ (120)    $ 3,244
(Loss) gain on foreclosure            --         --       (343)         13       (330)
Net income (loss)                $ 3,652     $ (175)    $ (456)    $ (107)    $ 2,914
Net income (loss) per
  Limited Partnership Unit       $ 3.98     $ (0.19)   $ (0.50)    $ (0.12)    $ 3.17
Distributions per Limited
  Partnership Unit                $ --        $ --       $ --       $ --        $ --
</TABLE>


<TABLE>
<CAPTION>

                                       Year Ended December 31, 2001
                                   1st        2nd        3rd         4th
                                 Quarter    Quarter    Quarter     Quarter     Total

<S>                               <C>         <C>      <C>           <C>      <C>
Total revenues                    $ 923       $ 6      $ 1,002       $ 3      $ 1,934
Total expenses                       192        151        132          38        513
Net income (loss)                 $ 731      $ (145)    $ 870       $ (35)    $ 1,421
Net income (loss) per
  Limited Partnership Unit       $ 0.80      $ 0.16     $ 0.95     $ (0.04)    $ 1.55
Distributions per Limited
  Partnership Unit               $ 1.43      $ 1.24      $ --       $ --       $ 2.67
</TABLE>


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

            None.


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                             AS OF DECEMBER 31, 2002


LIST OF CONSOLIDATED FINANCIAL STATEMENTS

      Report of Ernst & Young, LLP, Independent Auditors

      Consolidated Statement of Net Liabilities in Liquidation as of
        December 31, 2002

      Consolidated  Statement of Changes in Net  Liabilities in Liquidation  for
      the Period March 31, 2002 to December 31, 2002

      Consolidated Balance Sheet as of December 31, 2001

      Consolidated Statements of Operations for the Three Months Ended March 31,
      2002 and the Years Ended December 31, 2001 and 2000

      Consolidated   Statements   of  Partners'   Deficit/Net   Liabilities   in
      Liquidation  for the Three Months Ended March 31, 2002 and the Years Ended
      December 31, 2001 and 2000

      Consolidated Statements of Cash Flows for the Three Months Ended March 31,
      2002 and the Years Ended December 31, 2001 and 2000

      Notes to Consolidated Financial Statements




                     Report of Ernst & Young LLP, Independent Auditors


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


We have audited the  accompanying  consolidated  statement of net liabilities in
liquidation of Consolidated Capital Equity Partners/Two, L.P. as of December 31,
2002 and the related  consolidated  statement of changes in net  liabilities  in
liquidation for the period from April 1, 2002 to December 31, 2002. We have also
audited the consolidated statements of operations, changes in partners' deficit,
and cash  flows for the  period  from  January  1, 2002 to March  31,  2002.  In
addition, we have audited the consolidated balance sheet as of December 31, 2001
and the consolidated statements of operations,  changes in partners' deficit and
cash  flows for each of the two years in the period  ended  December  31,  2001.
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.

As more fully described in Note A, effective March 31, 2002, the General Partner
approved a plan to  liquidate  the  Partnership.  As a result,  the  Partnership
changed its basis of  accounting as of March 31, 2002 from a going concern basis
to a liquidation basis.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  net  liabilities  in  liquidation of
Consolidated  Capital  Equity  Partners/Two,  L.P. at  December  31,  2002,  the
consolidated changes in net liabilities in liquidation for the period from April
1, 2002 to December 31, 2002, the  consolidated  financial  position at December
31, 2001, and the consolidated  results of its operations and its cash flows for
the period from January 1, 2002 to March 31, 2002, and for each of the two years
in the period ended December 31, 2001, in conformity with accounting  principles
generally  accepted in the United States  applied on the basis  described in the
preceding paragraph.

As discussed in Note A to the  Consolidated  Financial  Statements,  in 2002 the
Partnership  adopted  Statement  of  Financial  Accounting  Standards  No.  145,
"Rescission of FASB Statements No. 4, 44 and 64." As a result,  the accompanying
consolidated  financial  statements  for  2000,  referred  to  above,  have been
restated  to conform to the  presentation  adopted  in 2002 in  accordance  with
accounting principles generally accepted in the United States.

                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003

                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
                  CONSOLIDATED STATEMENT OF NET LIABILITIES IN LIQUIDATION
                                   (Unaudited)
                                 (in thousands)

                                December 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 33
   Receivables and deposits                                                     119
   Other assets                                                                  16
   Investment property                                                       19,131
                                                                             19,299
Liabilities
Liabilities
   Accounts payable                                                           4,645
   Accrued property taxes                                                        58
   Tenant security deposit liabilities                                           15
   Other liabilities                                                              6
   Due to Affiliates                                                            326
   Master loan and interest payable                                          14,249
                                                                             19,299

Net liabilities in liquidation                                               $ --

                   See Accompanying Notes to the Financial Statements
</TABLE>


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
            CONSOLIDATED STATEMENTS OF CHANGES IN NET LIABILITIES IN LIQUIDATION
                                 (in thousands)

                 Period from March 31, 2002 to December 31, 2002

<TABLE>
<CAPTION>

<S>                                     <C> <C>                           <C>
Net liabilities in liquidation at March 31, 2002                          $ --
Changes in net liabilities in liquidation attributed to:
  Decrease in cash and cash equivalents                                     (693)
  Decrease in receivables and deposits                                       (85)
  Decrease in restricted escrows                                            (105)
  Decrease in other assets                                                  (119)
  Decrease in investments in affiliated partnerships                      (1,371)
  Decrease in investment properties                                      (12,349)
  Increase in accounts payable                                            (3,275)
  Decrease in accrued property taxes                                         355
  Decrease in tenant security deposits                                        92
  Decrease in other liabilities                                              284
  Decrease in mortgage notes payable                                      15,672
  Decrease in Master Loan and interest payable                             1,594

Net liabilities in liquidation at December 31, 2002                       $ --

                   See Accompanying Notes to the Financial Statements
</TABLE>


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.
                           CONSOLIDATED BALANCE SHEET
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                        December 31,
                                                                            2001
Assets
<S>                                                                       <C>
   Cash and cash equivalents                                              $ 1,307
   Receivables and deposits                                                    210
   Restricted escrows                                                          104
   Other assets                                                                416
   Investment properties (Notes D, E and G):
      Land                                                                   2,731
      Buildings and related personal property                               20,617
                                                                            23,348
      Less accumulated depreciation                                        (13,615)
                                                                             9,733
                                                                          $ 11,770
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                        $ 328
   Accrued property taxes                                                      535
   Tenant security deposit liabilities                                         109
   Other liabilities                                                           194
   Mortgage notes (Note E)                                                  16,094
   Master loan and interest payable (Note D)                               289,142
                                                                           306,402
Partners' Deficit
   General partner                                                           (2,932)
   Limited partners                                                       (291,700)
                                                                          (294,632)
                                                                          $ 11,770

                   See Accompanying Notes to the Financial Statements
</TABLE>


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)

<TABLE>
<CAPTION>


                                                 Three Months
                                                     Ended         For the Years Ended
                                                   March 31,          December 31,
                                                     2002          2001          2000
                                                                              (Restated)
Revenues:
<S>                                                 <C>           <C>           <C>
   Rental income                                    $ 1,124       $ 4,540       $ 4,788
   Other income                                         132         1,017           820
   Interest income                                       --            --            --
   Casualty gain (Note C)                                --            --           250
      Total revenues                                  1,256         5,557         5,858

Expenses:
   Operating                                            428         1,902         1,976
   General and administrative                            76           323           430
   Depreciation                                         301         1,181         1,117
   Interest                                           7,652        27,927        25,912
   Property taxes                                       112           442           533
    Loss on early extinguishment of debt
      (Note D)                                           --            --           510
      Total expenses                                  8,569        31,775        30,478

Net loss                                           $ (7,313)     $(26,218)     $(24,620)

Net loss allocated to general
  partner (1%)                                       $ (73)       $ (262)       $ (246)
Net loss allocated to limited
 partners (99%)                                      (7,240)      (25,956)      (24,374)
                                                   $ (7,313)     $(26,218)     $(24,620)

                   See Accompanying Notes to the Financial Statements
</TABLE>


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

   CONSOLIDATED STATEMENTS OF PARTNERS' DEFICIT/NET LIABILITIES IN LIQUIDATION
                                 (in thousands)


<TABLE>
<CAPTION>

                                       General          Limited
                                       Partner          Partners           Total

Partners' deficit at
<S>        <C> <C>                     <C>             <C>              <C>
  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)

Net loss for the year ended
  December 31, 2001                       (262)          (25,956)         (26,218)

Partners' deficit at
  December 31, 2001                     (2,932)         (291,700)        (294,632)

Net loss for the three months
   ended March 31, 2002                    (73)           (7,240)          (7,313)

Partners' deficit at
  March 31, 2002                      $ (3,005)        $(298,940)       $(301,945)

Adjustment to Liquidation
 Basis (Note A)                                                           301,945

Net liabilities in Liquidation
 at March 31, 2002                                                         $ --

                   See Accompanying Notes to the Financial Statements
</TABLE>


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>

                                                           Three Months    For the Years Ended
                                                         Ended March 31,        December 31,

                                                               2002         2001        2000
Cash flows from operating activities:
<S>                                                          <C>          <C>        <C>
  Net loss                                                   $ (7,313)    $(26,218)  $(24,620)
  Adjustments to reconcile net loss to net
   cash provided by operating activities:
     Depreciation                                                 301        1,181      1,117
     Amortization of loan costs                                     5           33         52
     Loss on early extinguishment of debt                          --           --        510
     Casualty gain                                                 --           --       (250)
     Change in accounts:
      Restricted cash                                              --           --      7,750
      Receivables and deposits                                      6          223        420
      Other assets                                               (179)        (166)         3
      Accounts payable                                            487         (245)      (180)
      Tenant security deposit liabilities                          (2)          (6)       (79)
      Accrued property taxes                                     (122)           2        (13)
      Other liabilities                                            96          (56)      (562)
      Interest on Master Loan                                   7,339       25,747     23,722
        Net cash provided by operating
         activities                                               618          495      7,870
Cash flows from investing activities:
  Insurance proceeds received                                      --          172        308
  Property improvements and replacements                       (1,933)      (1,891)    (1,126)
  Net (deposits to) withdrawals from restricted escrows            (1)         302       (267)
        Net cash used in investing
         activities                                            (1,934)      (1,417)    (1,085)
Cash flows from financing activities:
  Advances on Master Loan                                         831           --         --
  Prepayment penalty                                               --           --       (335)
  Loan costs paid                                                  --          (29)      (396)
  Principal payments on mortgage notes payable                    (96)        (358)       (63)
  Principal payments on Master Loan                                --         (356)    (7,724)
  Proceeds from mortgage notes payable                             --           --     16,475
  Repayment of mortgage notes payable                              --           --    (15,517)
        Net cash provided by (used in) financing
          activities                                              735         (743)    (7,560)

Net decrease in cash and cash equivalents                        (581)      (1,665)      (775)
Cash and cash equivalents at beginning of period                1,307        2,972      3,747
Cash and cash equivalents at end of period                    $ 726        $ 1,307   $  2,972
Supplemental disclosure of cash flow information:
  Cash paid for interest                                      $ 306        $ 2,125   $  2,155
Supplemental disclosure of non-cash information:
  Property improvements and replacements in
   accounts payable                                           $ 985         $ 430    $     --

                   See Accompanying Notes to the Financial Statements
</TABLE>


                       CONSOLIDATED CAPITAL EQUITY PARTNERS/TWO, L.P.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                DECEMBER 31, 2002


Note A - Basis of Presentation

On March 31, 2002,  Consolidated  Capital Equity  Partners/Two,  L.P. ("CCEP/2")
adopted  the  liquidation  basis of  accounting  as a result of the  Partnership
receiving  notification from  Consolidated  Capital  Institutional  Properties/2
("CCIP/2"),  the holder of the  nonrecourse  note ("Master  Loan") and a related
party,  of its intention to exercise its remedy under the Master Loan  Agreement
and to execute deeds in lieu of foreclosure on the investment properties held by
the  Partnership.  The Master Loan matured in November 2000 and the  Partnership
did not have the means  with which to satisfy  its  obligation  under the Master
Loan.  No other  sources of  additional  financing  had been  identified  by the
Partnership,  nor did Concap  Holdings,  Inc. (the "General  Partner")  have any
other plans to remedy the liquidity  problems the Partnership was  experiencing.
CCIP/2 executed deeds in lieu of foreclosure during the third quarter of 2002 on
the three active properties of the Partnership. Upon completion of the execution
of  the  deeds  in  lieu  of  foreclosure  on the  final  property  held  by the
Partnership,  the Partnership will cease to exist as a going concern and will be
dissolved.  The General Partner is ultimately owned by Apartment  Investment and
Management Company ("AIMCO"), a publicly traded real estate investment trust.

As a result of the  decision  to  liquidate  the  Partnership,  the  Partnership
changed its basis of accounting  for its  consolidated  financial  statements at
March 31, 2002, to the  liquidation  basis of accounting.  Consequently,  assets
have been valued at estimated net realizable value and liabilities are presented
at their estimated settlement amounts, including estimated costs associated with
completing  the   liquidation   and  estimated   operations  of  the  investment
properties.  The valuation of assets and liabilities  necessarily  requires many
estimates and assumptions and there are  substantial  uncertainties  in carrying
out the  liquidation.  The  actual  realization  of  assets  and  settlement  of
liabilities  could be higher or lower than amounts  indicated  and is based upon
estimates of the General  Partner as of the date of the  consolidated  financial
statements.

Adjustment to Liquidation Basis of Accounting

At March 31, 2002,  in  accordance  with the  liquidation  basis of  accounting,
assets were adjusted to their  estimated net  realizable  value and  liabilities
were adjusted to their estimated  settlement amount. The net adjustment required
to  convert  to the  liquidation  basis  of  accounting  was a  decrease  in net
liabilities of approximately  $301,945,000 which is included in the Statement of
Changes in Partners' Deficit/Net Liabilities In Liquidation. The adjustments are
summarized as follows:

                                                                  Increase in
                                                                   Net Assets
                                                                 (in thousands)
 Adjustment of book value of property and
   improvements to estimated net realizable value                   $ 19,560
 Adjustment for estimated net realizable value of
   investment in affiliated partnerships                               1,371
 Adjustment of master loan and accrued interest to
   estimated settlement amount                                       281,469
 Adjustment of other assets and liabilities, net                        (455)
 Decrease in net liabilities                                        $301,945

Note B - Organization and Summary of Significant Accounting Policies

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. 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,
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  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 one apartment property 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
Partnership;   therefore,  the  consolidated  partnerships  are  controlled  and
consolidated by the Partnership.  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 D"
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").

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks and money market accounts.  At certain times, the amount of cash deposited
at a bank may  exceed  the limit on  insured  deposits.  Cash  balances  include
approximately $33,000 at December 31, 2002 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 are  included  in  receivables  and
deposits. Deposits are refunded when the tenant vacates, provided the tenant has
not damaged the space and is current on rental payments.

Depreciation:  Depreciation  was 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 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. 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.

As a result of adopting the liquidation basis of accounting,  the gross carrying
values of the properties  were adjusted to their net  realizable  value and will
not be depreciated further.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising costs of approximately  $19,000 for the three months ended March 31,
2002 and $93,000 and $116,000 for the years ended  December 31, 2001,  and 2000,
respectively, were charged to expense as incurred.

Investment  Properties:  Investment  property  consists of one apartment complex
under construction and is stated at fair value. Acquisition fees are capitalized
as a cost of real estate.  In accordance with Statement of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate 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 during the
three months  ended March 31, 2002 and in the years ended  December 31, 2001 and
2000. As a result of adopting the  liquidation  basis of  accounting,  the gross
carrying values of the properties were adjusted to their net realizable value at
March 31, 2002. The effect of the adoption was to increase the carrying value of
the investment properties by approximately  $19,560,000.  See "Recent Accounting
Pronouncements" below.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  The  Partnership  recognizes  income as earned on its leases and fully
reserves all balances  outstanding  over thirty days.  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.

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.

Segment Reporting:  SFAS No. 131, Disclosure about Segments of an Enterprise and
Related  Information  established  standards  for the way that  public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted SFAS 144 effective January 1, 2002. Its adoption did not have a material
effect on the financial position or results of operations of the Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are  unusual in nature and occur  infrequently.  Neither of these  criteria
apply to the Partnership. SFAS 145 is effective for fiscal years beginning after
May 15, 2002 with early  adoption an option.  The  Partnership  adopted SFAS 145
effective April 1, 2002. Accordingly, the accompanying consolidated statement of
operations  for 2000 has been restated as of January 1, 2000 to reflect the loss
on early extinguishment of debt in operations rather than an extraordinary item.

Note C - Casualty Event

In April 1999, one of the Partnership's residential properties, Glenbridge Manor
Apartments,  was  completely  destroyed by a tornado.  It is estimated  that the
property  sustained  approximately  $16,000,000  in damages.  As of December 31,
2002, $11,302,000 in insurance proceeds have been received.  These proceeds were
used to repay the first  mortgage  and to pay down the Master  Loan.  All of the
property's fixed assets and related accumulated depreciation were written off as
a result  of this  casualty.  A  casualty  gain of  approximately  $250,000  was
recognized during 2000 as a result of receiving  additional  insurance  proceeds
which were not previously recognized out of approximately $577,000 of additional
clean up and demolition costs incurred. The General Partner began reconstruction
of the property  during the third quarter of 2001 and the project is expected to
be completed during 2003. As of December 31, 2002, approximately  $13,000,000 of
the estimated  $23,000,000 of the construction  contract for  reconstruction had
been completed by the Partnership.  The ultimate remaining insurance proceeds to
be  received  is  currently  being  disputed  by the  insurance  carrier and the
Partnership. The Partnership is seeking an additional $3,500,000, however, there
can  be  no  assurance  that  any  additional  amounts  will  be  received.  The
Partnership's General Partner is working with the insurance companies to resolve
this matter.


Note D - Master Loan and Accrued Interest Payable

The Master Loan principal and accrued  interest payable balances at December 31,
2002 and 2001, are  approximately  $14,249,000 and  approximately  $289,142,000,
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 year ended  December  31,  2000 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.

Advances of  approximately  $10,763,000 were made during the year ended December
31, 2002 as an advance on the Master Loan. No advances were received from CCIP/2
during the years ended  December  31, 2001 and 2000.  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 had been 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. CCIP/2
decided to foreclose on the properties that collaterize the Master Loan.  During
the year ended  December  31,  2002,  the  Partnership  Agreement  of CCIP/2 was
amended to allow CCIP/2 to directly or  indirectly  own  investment  properties.
CCIP/2 executed deeds in lieu of foreclosure during the third quarter of 2002 on
the three active properties of the Partnership.  The deed in lieu of foreclosure
on the fourth property, which is currently being rebuilt (see "Note A"), will be
executed at a later date. As the deeds were  executed,  title in the  properties
previously  owned by the  Partnership  were  vested in  CCIP/2,  subject  to the
existing  liens on the  properties  including  the first  mortgage  loans.  As a
result,  during the year ended December 31, 2002, CCIP/2 assumed  responsibility
for the operations of such properties.  When the Partnership no longer has title
to the remaining property, the Partnership will be dissolved.

During 2002 and 2001, CCEP/2 paid down the Master Loan by approximately  $88,000
and $356,000, respectively. These payments were made from distributions received
from three  affiliated  partnerships.  During 2000,  CCEP/2 paid down the Master
Loan by  $7,724,000.  These  principal  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.  These principal
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.

Note E - Mortgage Notes Payable

On October 3, 2000,  CCEP/2  refinanced  the  mortgage  note payable 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 were due
on the first day of each month until the loan  matures on  November  1, 2010.  A
balloon  payment of  approximately  $3,905,000 was due at maturity.  Capitalized
loan costs incurred for the refinancing were approximately  $155,000 at December
31, 2001. Additional loan costs of approximately $7,000 were incurred during the
year ended December 31, 2002.  Prepayment penalties of approximately $95,000 and
the write-off of unamortized loan costs of  approximately  $50,000 resulted in a
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 were due
on the first day of each month until the loan  matured on  February  1, 2010.  A
balloon  payment of  approximately  $4,868,000 was due at maturity.  Capitalized
loan costs incurred for the refinancing were approximately  $141,000 at December
31, 2001.  Additional loan costs of  approximately  $10,000 were incurred during
the year ended December 31, 2002. Prepayment penalties of approximately $142,000
and the write-off of unamortized loan costs of approximately $52,000 resulted in
a 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
were due on the first day of each  month  until the loan  matured  on January 1,
2011.  A  balloon  payment  of  approximately  $2,613,000  was due at  maturity.
Capitalized loan costs incurred for the refinancing were approximately  $100,000
at December  31,  2001.  Additional  loan costs of  approximately  $12,000  were
incurred  during the year ended  December  31,  2002.  Prepayment  penalties  of
approximately   $98,000  and  the  write-off  of   unamortized   loan  costs  of
approximately  $38,000  resulted  in a 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
Glenbridge  Manor.  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. A loss on early extinguishment of debt
of  approximately  $35,000 was recognized as a result of unamortized  loan costs
associated with this mortgage.

Note F - 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.   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.

During the years ended  December 31, 2002,  2001,  and 2000,  affiliates  of the
General  Partner  were  entitled  to  receive  5% of  gross  receipts  from  the
Partnership's residential properties for providing property management services.
The Partnership paid to such affiliates  approximately  $174,000,  $346,000, and
$257,000 for the years ended December 31, 2002,  2001,  and 2000,  respectively,
which is included in operating expenses.

An affiliate of the General Partner received  investment advisory fees amounting
to approximately $35,000, $59,000, and $178,000 for the years ended December 31,
2002,  2001,  and  2000,   respectively,   which  is  included  in  general  and
administrative expenses.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expense  amounting  to  approximately  $171,000,  $584,000,  and
$172,000 for the years ended December 31, 2002,  2001,  and 2000,  respectively,
which are  included  in  general  and  administrative  expenses  and  investment
properties Included in these amounts are fees related to construction management
services  provided  by an  affiliate  of the  General  Partner of  approximately
$25,000,  $395,000 and $70,000 for the years ended  December 31, 2002,  2001 and
2000,  respectively.  The  construction  management  service fees are calculated
based on a percentage of current year additions to the investment properties.

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.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership paid AIMCO and its affiliates  approximately  $142,000
and $106,000,  respectively,  for insurance  coverage and fees  associated  with
policy claims administration.

In addition to the compensation  and  reimbursements  described above,  interest
payments are made to CCIP/2 pursuant to the Master Loan Agreement. Such interest
payments  totaled  approximately  $904,000,  and  $1,198,000 for the years ended
December  31, 2001 and 2000,  respectively.  No interest  payments  were made in
2002. Advances of approximately  $10,763,000 were received during the year ended
December

31,  2002 as an advance  on the Master  Loan.  No  advances  were made under the
Master  Loan  Agreement  during the years ended  December  31,  2001,  and 2000.
Additionally, CCEP/2 made principal payments on the Master Loan of approximately
$88,000,  $356,000 and  $7,724,000,  for the years ended December 31, 2002, 2001
and 2000, 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 from
proceeds received from the refinancing of three of the Partnership's residential
properties.

Note G - Real Estate and Accumulated Depreciation

The investment  properties owned by the Partnership  consist of the following at
December 31, 2002 (in thousands):

                                                  Building
                                                 & Related
                                                  Personal
 Description                   Land               Interest              Total

 Glenbridge Manor             $ 1,099             $18,032              $19,131


Note H- Selected Quarterly Financial Data (unaudited)

As a result of adopting the liquidation basis of accounting,  the gross carrying
value of the property was adjusted to its net realizable  value and is no longer
being depreciated.

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

<TABLE>
<CAPTION>

                                                Year Ended December 31, 2001
                                      1st         2nd        3rd        4th
                                    Quarter     Quarter    Quarter    Quarter     Total

<S>                                 <C>         <C>        <C>        <C>        <C>
Revenues                            $ 1,259     $ 1,315    $ 1,701    $ 1,282    $ 5,557
Expenses                              7,971       7,850      7,916      8,038      31,775

Net loss                            $(6,712)    $(6,535)   $(6,215)   $(6,756)   $(26,218)
</TABLE>


                                    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              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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,  where he is responsible  for  continuous  improvement,
acquisitions of partnership securities, consolidation of minority interests, and
corporate and other acquisitions.  Prior to joining AIMCO, Mr. Foye was a Merger
and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the  General  Partner  since  April 1,  2002.  Mr.  McAuliffe  has  served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the General  Partner since April 1, 2002.  Mr. Novosel has served as Senior Vice
President and Chief  Accounting  Officer of AIMCO since April 2000. From October
1993  until he joined  AIMCO,  Mr.  Novosel  was a partner at Ernst & Young LLP,
where he  served  as the  director  of real  estate  advisory  services  for the
southern Ohio Valley area offices but did not work on any assignments related to
AIMCO or the Partnership.

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  accounting  principles
generally accepted in the United States,  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 auditing standards  generally accepted in the United States. 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 have approved the inclusion of the
audited  financial  statements in the Form 10-K for the year ended  December 31,
2002 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 2003. Fees for 2002 were
audit  services of  approximately  $38,000 and non-audit  services  (principally
tax-related) of approximately $11,000.

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  Partnership  to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Partnership as of December 31, 2002:

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)                  197,474.10          21.72%
Cooper River Properties, LLC
  (an affiliate of AIMCO)                    67,518.7           7.42%

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 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

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

Item 13.    Certain Relationships and Related Transactions

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

During the year ended December 31, 2002,  affiliates of the General Partner were
entitled  to receive 5% of gross  receipts  from the  Partnership's  residential
properties for providing property management  services.  The Partnership paid to
such affiliates approximately $70,000 for the year ended December 31, 2002 which
is included in operating expense.  No fees were paid in 2001 or 2000 because the
Partnership did not own any investment properties.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses  amounting  to  approximately  $394,000,  $349,000  and
$444,000 for the years ended December 31, 2002,  2001,  and 2000,  respectively,
which is included in general and administrative expenses.

In accordance with the Partnership Agreement, the General Partner has loaned the
Partnership approximately $10,526,000 during the year ended December 31, 2002 so
that  the  Partnership  could  make  advances  on a  non-recourse  note  with  a
participation  interest  (see  "Note  B") to  assist  in the  reconstruction  of
Glenbridge  Manor  Apartments.   Of  this  $10,526,000,   the  Partnership  paid
approximately  $100,000 in principal payments during the year ended December 31,
2002.  Interest  is  charged  at the prime rate plus 2%.  Interest  expense  was
approximately $299,000 for the year ended December 31, 2002.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 450,969.90 limited partnership units
in the Partnership  representing 49.60% of the outstanding units at December 31,
2002. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional units of limited  partnership  interest in the Partnership in
exchange  for  cash  or a  combination  of  cash  and  units  in  the  operating
partnership of AIMCO either through  private  purchases or tender offers.  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 voting on certain amendments to the Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 49.60% of the
outstanding units, AIMCO is in a position to influence all such voting decisions
with  respect to the  Registrant.  Although the General  Partner owes  fiduciary
duties to the limited partners of the Partnership, the General Partner also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.




                                     PART IV


Item 14.    Controls and Procedures

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of  this  annual  report,   evaluated  the  effectiveness  of  the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

Item 15.    Exhibits, Financial Statements, Schedules and Reports on Form 8-K

      (a) See Exhibit Index attached.


      (b) Reports on Form 8-K filed in the fourth quarter of fiscal year 2002:

            None.






                                   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/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                              Date: March 31, 2003


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 and on the date indicated.


/s/Patrick J. Foye                                    Date: March 31, 2003
Patrick J. Foye
Executive Vice President and Director


/s/Thomas C. Novosel                                  Date: March 31, 2003
Thomas C. Novosel
Senior Vice President
and Chief Accounting Officer


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 31, 2003

                                    /s/Patrick J. Foye
                                    Patrick J. Foye
                                    Executive  Vice  President  of  ConCap
                                    Equities,  Inc., equivalent  of  the  chief
                                    executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


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


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


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


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


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


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 31, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of ConCap Equities, Inc., equivalent
                                    of the chief financial officer of the
                                    Partnership

                      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.

      3.1         Certificates of Limited Partnership, as amended to date.

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

     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).

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


10.19Assignment  and Assumption  Agreement  (Property  Management  Agreement No.
     412) dated May 13, 1993,  by and between  Coventry  Properties,  Inc.,  R&B
     Apartment   Management   Company  Inc.  and  Partnership   Services,   Inc.
     (Incorporated  by  reference to the  Quarterly  Report on Form 10-Q for the
     quarter ended September 30, 1993).

10.20Assignment and Agreement as to Certain Property  Management  Services dated
     May 13, 1993,  by and between  Coventry  Properties,  Inc. and  Partnership
     Services,  Inc.  (Incorporated by reference to the Quarterly Report on Form
     10-Q for the quarter ended September 30, 1993).

10.21Property  Management  Agreement  No. 413 dated May 13, 1993, by and between
     Consolidated Capital Equity Partners/Two L.P. and Coventry Properties, Inc.
     (Incorporated  by  reference to the  Quarterly  Report on Form 10-Q for the
     quarter ended September 30, 1993).

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

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

     10.24        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).

99   Certification of Chief Executive Officer and Chief Financial Officer.

Exhibit 99


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



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

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

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


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 31, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 31, 2003


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