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

                               Form 10-KSB/A No. 2

(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, 2004

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


                   For the transition period from _________to _________

                         Commission file number 0-11723

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

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

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

                          Registrant's telephone number
                                 (864) 239-1000

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

                                      None

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

                            Limited Partnership Units
                                (Title of class)

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

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

State issuer's revenues for its most recent fiscal year. $7,955,000

State the aggregate market value of the Limited Partnership Units ("Units") held
by  non-affiliates  computed by reference to the price at which the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests as of December 31, 2004. 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

                                Explanatory Note


Consolidated   Capital   Institutional   Properties/2   (the   "Partnership"  or
"Registrant") is filing this Amendment on Form 10-KSB (the  "Amendment") for the
sole  purpose  of  amending  the  Partnership's  Amended  Annual  Report on Form
10-KSB/A  No.1  ("Amendment  No. 1") for the year ended  December  31, 2004 (the
"Amended Filing").  This Amendment adjusts the Item 8a.(a) disclosure  regarding
the Partnership's disclosure controls and procedures.

Please note that this Amendment  restates only those items of the Amended Filing
that  were  affected  by  the  above-described  corrections.   Furthermore,  the
information  contained in this Amendment is as of the date of the Amended Filing
and does not reflect any subsequent  information or events  occurring  after the
date of the Amended Filing.  Therefore,  you should read this Amendment together
with other documents that we have filed with the SEC subsequent to the filing of
the  Amended  Filing.  Information  in such  reports and  documents  updates and
supersedes certain information contained in this Amendment.



<PAGE>


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

                                     PART I

Item 1.     Description of Business

General

The Partnership 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 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.



<PAGE>



                                       16
The  Partnership's  primary  business and only  industry  segment is real estate
related  operations.  The Partnership was formed, for the benefit of its Limited
Partners (herein so called and together with the General Partner shall be called
the "Partners"),  to lend funds to Equity  Partners/Two  ("EP/2"),  a California
general  partnership  in which certain of the partners were former  shareholders
and former  management  of CCEC,  the  former  managing  general  partner of the
Partnership.  (See "Status of Master Loan and  Foreclosure on Real Estate" for a
description  of the loan and settlement of EP/2's  bankruptcy.)  The Master Loan
matured in November 2000. The General Partner had been  negotiating with CCEP /2
with respect to its options which included  foreclosing  on the properties  that
collateralized  the Master Loan or extending  the terms of the Master Loan.  The
General Partner decided to foreclose on the properties that  collateralized  the
Master Loan.  During March 2002, the Partnership  Agreement was amended to allow
the  Partnership  to directly own  investment  properties.  The General  Partner
executed  deeds in lieu of  foreclosure  during the third quarter of 2002 on the
three active properties of CCEP/2. The deed in lieu of foreclosure on the fourth
property,  which  completed  reconstruction  in 2003,  was executed in the third
quarter of 2003. As the deeds were executed,  title in the properties previously
owned by CCEP/2 were vested in the Partnership, subject to the existing liens on
such properties including the first mortgage loans. As a result, the Partnership
assumed  responsibility  for the operations of such properties  during the years
ended December 31, 2003 and 2002, respectively.

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

Risk Factors

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

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



<PAGE>


From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's properties. The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable. If the Partnership were to incur a loss at a property as a result
of an act of  terrorism,  the  Partnership  could  lose all or a portion  of the
capital  invested  in the  property,  as well as the  future  revenue  from  the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism. The General Partner does not anticipate that these costs will have
a  negative  effect on the  Partnership's  financial  condition  or  results  of
operations.

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

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

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 7" of this Form
10-KSB/A No. 2.

Status of Master Loan and Foreclosure on Real Estate

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

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

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

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

The Master  Loan  matured in  November  2000.  The  General  Partner  decided to
foreclose on the  properties  that  collaterized  the Master Loan.  During March
2002, the Partnership Agreement was amended to allow the Partnership to directly
or indirectly own investment  properties.  The General Partner executed deeds in
lieu of  foreclosure  during  the  third  quarter  of 2002 on the  three  active
properties of CCEP/2.  The deed in lieu of foreclosure  on the fourth  property,
which  completed  reconstruction  in 2003,  was executed in the third quarter of
2003. As the deeds were executed,  title in the properties  previously  owned by
CCEP/2 were vested in the  Partnership,  subject to the  existing  liens on such
properties  including the first mortgage  loans.  As a result,  during the years
ended December 31, 2003 and 2002, the Partnership assumed responsibility for the
operations  of such  properties.  The results of  operations  of the  foreclosed
properties  are reflected in the  statements  of  operations  for both the years
ended  December 31, 2004 and 2003 for the three  properties  foreclosed  upon in
2002 and for the period  September  1, 2003  through  December  31, 2004 for the
fourth and final property foreclosed upon in 2003.

Prior to the  foreclosure in 2003, the principal  balance of the Master Loan due
to the Partnership totaled  approximately  $21,912,000.  This amount represented
the fair market value of the remaining  property  owned by CCEP/2,  less the net
liabilities owed by the property. Interest, calculated on the accrual basis, due
to the Partnership  pursuant to the term of the Master Loan  Agreement,  but not
recognized in the income  statements due to the impairment of the loan,  totaled
approximately  $1,395,000 for the year ended December 31, 2003.  Interest income
was  recognized  on the cash basis in  accordance  with  Statement  of Financial
Accounting Standards ("SFAS") 114. Such cumulative unrecognized interest totaled
approximately  $1,909,000  and was  forgiven by the  Partnership  when the final
property was foreclosed on during the third quarter of 2003.

Item 2.     Description of Properties

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

                                  Date of
Properties                      Acquisition       Type of Ownership           Use

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

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

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

Glenbridge Manor Apartments      09/01/03    Fee ownership, subject to   Apartment
Cincinnati, Ohio                             first mortgage              290 units
</TABLE>

During the year ended December 31, 2002,  CCIP/2 foreclosed on three of the four
properties that collaterized the Master Loan (see "Item 7 - Financial Statements
and  Supplementary  Data - Note "C").  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 completed  reconstruction  in 2003, was executed in the
third  quarter of 2003.  As the deeds  were  executed,  title in the  properties
previously  owned by CCEP/2  became  vested in CCIP/2,  subject to the  existing
liens on the properties, including the first mortgage loans.

Schedule of Properties

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

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

<S>                             <C>          <C>        <C>               <C>
Canyon Crest Apartments         $ 5,740      $ 447      5-30     S/L      $ 5,162
Highcrest Townhomes              12,651      1,324      5-30     S/L       11,256
Windemere Apartments              9,721        735      5-30     S/L        8,808
Glenbridge Manor Apartments      30,534      1,497      5-30     S/L       29,036

            Totals              $58,646     $4,003                        $54,262
</TABLE>

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

Schedule of Property Indebtedness

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

                          Principal                                     Principal
                          Balance At    Stated                           Balance
                         December 31,  Interest   Period    Maturity      Due at
Property                     2004       Rate(1)  Amortized    Date     Maturity (2)
                        (in thousands)                                (in thousands)
Canyon Crest Apartments
<S>                        <C>           <C>      <C>       <C>   <C>    <C>
  1st mortgage             $ 3,267       7.10%    20 yrs    01/01/10     $ 2,613
Highcrest Townhomes
  1st mortgage               6,078       7.72%    20 yrs    02/01/10       4,868
Windemere Apartments
  1st mortgage               5,455       7.83%    20 yrs    11/01/10       4,189
Glenbridge Manor
  Apartments
  1st mortgage              21,000       5.65%    25 yrs    12/15/13      16,566

                            35,800

Mortgage premium, net          607

         Total             $36,407                                       $28,236
</TABLE>

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

On  December  19,  2003,  the  Partnership   obtained   mortgage   financing  of
approximately   $21,000,000  on  Glenbridge  Manor   Apartments.   The  mortgage
indebtedness  carries a stated interest rate of 5.65%. During 2004, the mortgage
required monthly interest only payments. Beginning on January 15, 2005, payments
of  principal  and interest of  approximately  $131,000 are due each month until
December 2013. In December 2013 a balloon payment of  approximately  $16,566,000
will be due. Capitalized loan costs incurred on the financing were approximately
$278,000  during the year ended  December  31,  2003.  Approximately  $15,000 in
additional loan costs was paid during the year ended December 31, 2004.

Rental Rates and Occupancy

Average  annual  rental rate per unit and  occupancy  for 2004 and 2003 for each
property:

                                       Average Annual               Average
                                        Rental Rate                Occupancy
                                        (per unit)

 Properties                          2004         2003          2004        2003

 Canyon Crest Apartments (1)       $ 8,921       $ 9,240        93%          88%
 Highcrest Townhomes                11,482        11,632        94%          95%
 Windemere Apartments (2)            6,989         7,375        90%          86%
 Glenbridge Manor Apartments (3)    11,862        11,558        92%          50%

(1)   The General  Partner  attributes the increase in occupancy at Canyon Crest
      Apartments  to property  improvements  over the  previous  year and a more
      aggressive pricing strategy.
(2)   The General  Partner  attributes  the  increase in  occupancy at Windemere
      Apartments to a more aggressive pricing strategy.
(3)   The General  Partner  attributes  the increase in occupancy at  Glenbridge
      Manor  Apartments to the  redevelopment of the property that was completed
      in 2003.

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.

<PAGE>


Real Estate Taxes and Rates

Real estate taxes and rates in 2004 for each property were:

                                                2004            2004
                                               Billing        Rate (1)
                                           (in thousands)

       Canyon Crest Apartments                  $ 41            7.49%
       Highcrest Townhomes                       255            7.57%
       Windemere Apartments                      224            3.08%
       Glenbridge Manor Apartments               440            2.20%

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

Capital Improvements

Canyon Crest Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$161,000 of capital improvements at Canyon Crest Apartments consisting primarily
of swimming pool improvements, structural upgrades, floor covering replacements,
and exterior painting.  These improvements were funded from operating cash flow.
The  Partnership  regularly  evaluates  the  capital  improvement  needs  of the
property.  While  the  Partnership  has no  material  commitments  for  property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Highcrest Townhomes

During the year ended December 31, 2004, the Partnership completed approximately
$156,000 of capital  improvements at Highcrest Townhomes consisting primarily of
swimming  pool  improvements,  plumbing  fixtures,  and air  conditioning  unit,
cabinet,  appliance and floor covering  replacements.  These  improvements  were
funded from operating cash flow. The Partnership regularly evaluates the capital
improvement  needs  of the  property.  While  the  Partnership  has no  material
commitments for property improvements and replacements,  certain routine capital
expenditures are anticipated during 2005. Such capital  expenditures will depend
on the  physical  condition  of the  property as well as  anticipated  cash flow
generated by the property.

Windemere Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$163,000  of  capital  improvements  at  Windemere   Apartments   consisting  of
countertops,  golf carts, fitness equipment,  and window, air conditioning unit,
appliance and floor covering  replacements.  These improvements were funded from
operating cash flow. The Partnership regularly evaluates the capital improvement
needs of the property.  While the  Partnership  has no material  commitments for
property improvements and replacements, certain routine capital expenditures are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition  of the  property as well as  anticipated  cash flow  generated by the
property.

Glenbridge Manor Apartments

During the year ended December 31, 2004, the Partnership completed approximately
$409,000 of capital  improvements  at Glenbridge  Manor  Apartments,  consisting
primarily of final building  improvements  related to the reconstruction.  These
improvements  were funded from  operations,  advances  from an  affiliate of the
General Partner and replacement  reserves.  The Partnership  regularly evaluates
the capital  improvement  needs of the property.  While the  Partnership  has no
material commitments for property improvements and replacements, certain routine
capital expenditures are anticipated during 2005. Such capital expenditures 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 or from 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 purported to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships  (including the Partnership) that are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities that were, at one time,  affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs sought monetary damages and equitable relief,  including judicial
dissolution of the Partnership. In addition, during the third quarter of 2001, a
complaint captioned Heller v. Insignia Financial Group (the "Heller action") was
filed against the same  defendants  that are named in the Nuanes  action.  On or
about August 6, 2001,  plaintiffs  filed a first amended  complaint.  The Heller
action was brought as a purported  derivative  action,  and asserted claims for,
among other things,  breach of fiduciary duty, unfair  competition,  conversion,
unjust enrichment, and judicial dissolution.

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement  and the judgment  thereto.  The plaintiffs  have also
filed a brief in support of the  settlement.  On June 4, 2004,  Objector filed a
reply to the briefs submitted by the General Partner and Plaintiffs. In addition
both the Objector and  plaintiffs  filed  briefs in  connection  with the second
appeal.  On March 21, 2005, the Court of Appeals issued opinions in both pending
appeals.  With regard to the settlement and judgment entered thereto,  the Court
of Appeals  vacated the trial  court's order and remanded to the trial court for
further  findings on the basis that the "state of the record is  insufficient to
permit meaningful appellate review". With regard to the second appeal, the Court
of Appeals reversed the order requiring the Objector to pay referee fees.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

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

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

The unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2004.

<PAGE>

                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held limited partnership,  offered and sold 912,182
limited   partnership  units  (the  "Units")   aggregating   $227,800,000.   The
Partnership  currently  has 20,134  holders  of record  owning an  aggregate  of
909,079  Units.  Affiliates  of the General  Partner owned  498,502.65  units or
approximately  54.84% of the  outstanding  Units at December 31, 2004. No public
trading market has developed for the Units,  and it is not anticipated that such
a market will develop in the future.

There were no  distributions  made by the  Partnership  during  the years  ended
December 31, 2004 and 2003.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations   and  the  timing  of  debt   maturities,   property   sales  and/or
refinancings. The Partnership's cash available for distribution is reviewed on a
monthly  basis.  There can be no assurance  that the  Partnership  will generate
sufficient funds from operations, after required capital expenditures, to permit
any  distributions to its partners in the year 2005 or subsequent  periods.  See
"Item 2.  Description  of  Properties - Capital  Improvements"  for  information
relating to anticipated capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 498,502.65 limited partnership units
(the "Units") in the Partnership representing 54.84% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on December
14,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
410,653.65  Units for a purchase  price of $11.25 per Unit.  This offer  expired
March 15, 2005. Pursuant to this offer, AIMCO acquired 45,763.30 Units. Pursuant
to the Partnership  Agreement,  unitholders  holding a majority of the Units are
entitled to take action with respect to a variety of matters that  include,  but
are not limited to, voting on certain  amendments to the  Partnership  Agreement
and voting to remove the General Partner. As a result of its ownership of 54.84%
of the outstanding  Units, AIMCO and its affiliates are in a position to control
all such voting decisions with respect to the Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

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

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

The  Partnership's  financial  results depend upon a number of factors including
the  ability to attract  and  maintain  tenants  at the  investment  properties,
interest  rates on mortgage  loans,  costs  incurred  to operate the  investment
properties, general economic conditions and weather. As part of the ongoing plan
of the Partnership,  the General Partner monitors the rental market  environment
of each of its  investment  properties to assess the  feasibility  of increasing
rents, maintaining or increasing occupancy levels and protecting the Partnership
from increases in expense. As part of this plan, the General Partner attempts to
protect  the  Partnership  from the  burden of  inflation-related  increases  in
expenses by increasing  rents and  maintaining a high overall  occupancy  level.
However,  the  General  Partner  may use  rental  concessions  and  rental  rate
reductions  to offset  softening  market  conditions;  accordingly,  there is no
guarantee that the General Partner will be able to sustain such a plan. Further,
a number of factors that are outside the control of the Partnership  such as the
local  economic  climate and  weather can  adversely  or  positively  affect the
Partnership's financial results.

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2004  was
approximately $1,744,000, compared to net income of approximately $1,867,000 for
the corresponding  period in 2003. The decrease in net income for the year ended
December  31, 2004 is due to the  recognition  of a gain on the  foreclosure  of
Glenbridge  Manor during  2003, a decrease in equity in income from  investments
and an  increase  in total  expenses,  partially  offset by an increase in total
revenues.  Total revenues and expenses increased for the year ended December 31,
2004 due to the  inclusion of the  operations of  Glenbridge  Manor  Apartments,
which was acquired by the  Partnership in September 2003 (see "Item 7. Financial
Statements, Note C"). For the years ended December 31, 2004 and 2003, Glenbridge
Manor  Apartments  had losses of  approximately  $729,000  and  $684,000,  which
included revenues of approximately $3,343,000 and $920,000, respectively.

Excluding the  operations of Glenbridge  Manor  Apartments,  total  revenues and
total  expenses  decreased for the year ended December 31, 2004. The decrease in
total  revenues  was due to a decrease  in other  income  partially  offset by a
slight  increase in rental  revenue.  Other income  decreased due to deceases in
late charges,  lease  cancellation fees, and cleaning and damages fees at Canyon
Crest and Windemere  Apartments.  Rental  revenue  increased due to increases in
occupancy at Canyon Crest and  Windemere  Apartments  and  decreases in bad debt
expense at the three  investment  properties  offset by decreases in the average
rental rates at the three investment properties.

Total  expenses  decreased for the year ended December 31, 2004 due to decreases
in general and  administrative  and interest  expenses,  partially  offset by an
increase in depreciation expense.  Interest expense decreased due primarily to a
decrease in interest on advances from affiliates due to principal  payments made
in December 2003.  Depreciation  expense increased due to new assets placed into
service during the past twelve months at Canyon Crest and Windemere Apartments.

General and administrative  expense decreased due to decreases in the management
reimbursements  charged by the General  Partner as allowed under the Partnership
Agreement.  Included in general and  administrative  expense for the years ended
December 31, 2004 and 2003 are costs  associated  with the  quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement.

The equity in income from  investment  for the years ended December 31, 2004 and
2003 is due to the  recognition  of the  Partnership's  share of earnings on its
investments in affiliated  partnerships.  These investments are accounted for on
the equity method of accounting.  Distributions from the affiliated partnerships
are accounted for as a reduction of the investment  balance until the investment
balance is reduced to zero.  When the  investment  balance  has been  reduced to
zero,  subsequent  distributions  received  are  recognized  as  income  in  the
accompanying statements of operations.  During the year ended December 31, 2004,
the  Partnership  recognized  equity  income  from the  operating  results of an
investment of  approximately  $22,000.  During the year ended December 31, 2003,
the Partnership received  approximately  $1,049,000 in distributions from two of
the partnerships.  Approximately  $1,015,000 of the distribution  related to the
sale of three of the  properties in  Consolidated  Capital  Growth Fund. Of this
amount,  approximately  $985,000 was recognized as equity income from investment
once the investment  balance  allocated to those  properties had been reduced to
zero. The Partnership also recognized  equity income from the operating  results
of an investment of approximately $40,000.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $623,000 compared to approximately $724,000 at December 31, 2003.
The decrease in cash and cash  equivalents of  approximately  $101,000 is due to
approximately $1,085,000 of cash used in investing activities,  partially offset
by  approximately  $852,000  and  $132,000  of cash  provided by  operating  and
financing activities,  respectively. Cash used in investing activities consisted
of property  improvements and  replacements  partially offset by net withdrawals
from  restricted  escrows and the  receipt of a principal  payment on the Master
Loan.  Cash  provided by  financing  activities  consisted  of advances  from an
affiliate of the General Partner,  partially offset by principal payments on the
mortgages  encumbering the investment  properties and loan cost  additions.  The
Partnership invests its working capital reserves in interest bearing accounts

The  General   Partner  loaned  the  Partnership   approximately   $621,000  and
$13,222,000 during the years ended December 31, 2004 and 2003, respectively,  so
that the  Partnership  could pay invoices  and make  advances on the Master Loan
(see "Item 7. Financial Statements,  Note C") to assist in the reconstruction of
Glenbridge  Manor  Apartments.  Interest  is  charged  at the prime rate plus 2%
(7.25% at December 31, 2004).  Interest expense was  approximately  $179,000 and
$1,109,000  for the years ended  December  31, 2004 and 2003,  respectively.  At
December 31, 2004, approximately $3,367,000 in principal and accrued interest is
included in due to affiliates.

On  December  19,  2003,  the  Partnership   obtained   mortgage   financing  of
approximately   $21,000,000  on  Glenbridge  Manor   Apartments.   The  mortgage
indebtedness  carries a stated interest rate of 5.65%. During 2004, the mortgage
required monthly interest only payments. Beginning on January 15, 2005, payments
of  principal  and interest of  approximately  $131,000 are due each month until
December 2013. In December 2013 a balloon payment of  approximately  $16,566,000
will be due. Capitalized loan costs incurred on the financing were approximately
$278,000  during the year ended  December  31,  2003.  Approximately  $15,000 in
additional loan costs was paid during the year ended December 31, 2004.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The General Partner monitors
developments in the area of legal and regulatory  compliance.  For example,  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. The Partnership regularly evaluates the capital improvement needs of
the properties.  While the Partnership has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the properties as well as replacement reserves and anticipated cash
flow generated by the properties.  Capital expenditures will be incurred only if
cash is available from operations or from  Partnership  reserves.  To the extent
that capital  improvements are completed,  the Partnership's  distributable cash
flow, if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness  encumbering  Highcrest  Townhomes,   Canyon  Crest  and  Windemere
Apartments of  approximately  $14,800,000 is being amortized over 240 months and
requires  balloon  payments  totaling  approximately  $11,670,000  in 2010.  The
mortgage indebtedness  encumbering  Glenbridge Manor Apartments of approximately
$21,000,000 is being amortized over 300 months and requires a balloon payment of
approximately $16,566,000 in 2013. The General Partner will attempt to refinance
such indebtedness and/or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

<PAGE>

There were no  distributions  made by the  Partnership  during  the years  ended
December 31, 2004 and 2003.

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations and the timing of debt maturities, property sales and/or refinancing.
The  Partnership's  cash  available  for  distribution  is reviewed on a monthly
basis.  There can be no assurance that the Partnership will generate  sufficient
funds  from  operations,  after  required  capital  expenditures,  to permit any
distributions to its partners in the year 2005 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 498,502.65 limited partnership units
(the "Units") in the Partnership representing 54.84% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on December
14,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
410,653.65  Units for a purchase  price of $11.25 per Unit.  This offer  expired
March 15, 2005. Pursuant to this offer, AIMCO acquired 45,763.30 Units. Pursuant
to the Partnership  Agreement,  unitholders  holding a majority of the Units are
entitled to take action with respect to a variety of matters that  include,  but
are not limited to, voting on certain  amendments to the  Partnership  Agreement
and voting to remove the General Partner. As a result of its ownership of 54.84%
of the outstanding  Units, AIMCO and its affiliates are in a position to control
all such voting decisions with respect to the Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
The Partnership will offer rental concessions during particularly slow months or
in response  to heavy  competition  from other  similar  complexes  in the area.
Rental income attributable to leases, net of any concessions, is recognized on a
straight-line  basis over the term of the lease.  The Partnership  evaluates all
accounts  receivable  from  residents and  establishes  an allowance,  after the
application of security deposits,  for accounts greater than 30 days past due on
current tenants and all receivables due from former tenants.


<PAGE>


Item 7.     Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, L.P.

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Balance Sheet - December 31, 2004, as restated

      Statements of Operations - Years ended December 31, 2004 and 2003, as
       restated

      Statements  of Changes in  Partners'  (Deficiency)  Capital - Years  ended
      December 31, 2004 and 2003, as restated

      Statements  of Cash Flows - Years ended  December  31,  2004 and 2003,  as
       restated

      Notes to Financial Statements, as restated


<PAGE>


                 Report of Independent Registered Public Accounting Firm



The Partners
Consolidated Capital Institutional Properties/2


We  have  audited  the  accompanying   balance  sheet  of  Consolidated  Capital
Institutional  Properties/2 as of December 31, 2004, and the related  statements
of operations,  changes in partners'  (deficiency)  capital,  and cash flows for
each of the two years in the period ended  December 31,  2004.  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 the standards of the Public  Company
Accounting Oversight Board (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.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
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,  2004,  and  the  results  of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2004, in conformity with accounting  principles  generally accepted
in the United States.

As discussed in Note A to the financial  statements,  in 2005 the  management of
Consolidated  Capital  Institutional  Properties/2  determined  that the initial
value assigned in 2002 to a special limited partnership interest in an affiliate
was overstated  and that the related  equity in income from the special  limited
partnership  interest as reported in each of the years ended  December  31, 2004
and 2003 was overstated.

                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
March 21, 2005
Except for Notes A, G, and H as to which the date is June 23, 2005


<PAGE>



                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
                           (as restated - see Note A)

<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
  Cash and cash equivalents                                                 $ 623
  Accounts receivable                                                          193
  Restricted escrows                                                            77
  Other assets                                                                 456
  Investment in affiliated partnerships (Note G)                               624
  Investment properties (Notes C, D, and F):
    Land                                                    11,192
    Buildings and related personal property                 47,454
                                                            58,646
    Accumulated depreciation                                (4,003)         54,643
                                                                          $ 56,616
Liabilities and Partners' (Deficiency) Capital
Liabilities
  Accounts payable                                                          $ 108
  Other liabilities                                                            332
  Distributions payable                                                        141
  Accrued property taxes                                                       968
  Due to affiliate (Note E)                                                  4,133
  Tenant security deposit liabilities                                          149
  Mortgage notes payable (Note D)                                           36,407

Partners' (Deficiency) Capital
  General partner                                          $ (379)
  Limited partners (909,079 units issued and
    outstanding)                                            14,757          14,378
                                                                          $ 56,616


                  See Accompanying Notes to the Financial Statements
</TABLE>

<PAGE>


                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

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


<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                               2004          2003
                                                            (Restated - See Note A)
Revenues:
<S>                                                          <C>           <C>
  Rental income                                              $ 7,244       $ 4,952
  Other income                                                   711           604
     Total revenues                                            7,955         5,556

Expenses:
  Operating                                                    3,205         2,698
  General and administrative                                     778           964
  Depreciation                                                 2,322         1,433
  Interest                                                     2,458         2,267
  Property taxes                                                 958           769
     Total expenses                                            9,721         8,131

Loss from operations                                          (1,766)       (2,575)
Equity in income from investments (Note G)                        22         1,025
Loss from continuing operations                               (1,744)       (1,550)
Gain on foreclosure of real estate (Note C)                       --         3,417

Net (loss) income                                            $(1,744)      $ 1,867

Net (loss) income allocated to general partner (1%)           $ (17)         $ 19
Net (loss) income allocated to limited partners (99%)         (1,727)        1,848

                                                             $(1,744)      $ 1,867
Net (loss) income per limited partnership unit:
  Loss from continuing operations                            $ (1.90)      $ (1.69)
  Gain on foreclosure of real estate                              --          3.72

                                                             $ (1.90)       $ 2.03

                  See Accompanying Notes to the Financial Statements
</TABLE>




                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                 STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL
                        (in thousands, except unit data)
                           (as restated - see Note A)
<TABLE>
<CAPTION>

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

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

Partners' (deficiency) capital
  at December 31, 2002                   909,124        $ (381)     $ 14,636    $ 14,255

Net income for the year ended
  December 31, 2003                           --             19        1,848       1,867

Partners' (deficiency) capital at
  December 31, 2003                      909,124           (362)      16,484      16,122

Abandonment of units (Note J)                (45)            --          --          --

Net loss for the year ended
  December 31, 2004                           --            (17)      (1,727)     (1,744)

Partners' (deficiency) capital at
  December 31, 2004                      909,079        $ (379)     $ 14,757    $ 14,378


                  See Accompanying Notes to the Financial Statements
</TABLE>



<PAGE>


                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

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

                                                               Years Ended December 31,
                                                                  2004           2003
                                                                (Restated - See Note A)
Cash flows from operating activities:
<S>                                                             <C>            <C>
  Net (loss) income                                             $ (1,744)      $ 1,867
  Adjustments to reconcile net (loss) income to net
    cash provided by (used in) operating activities:
      Depreciation                                                 2,322          1,433
      Amortization of mortgage premium                               (91)           (82)
      Amortization of loan costs                                      27             --
      Gain on foreclosure of real estate                              --         (3,417)
      Equity in income from investment                               (22)        (1,025)
      Change in accounts:
        Receivables and deposits                                      87            (38)
        Other assets                                                 (80)            --
        Accounts payable                                            (256)        (3,023)
        Tenant security deposit liabilities                          (22)            20
        Accrued property taxes                                       148            275
        Due to affiliates                                            489          1,349
        Other liabilities                                             (6)           133
           Net cash provided by (used in) operating
            activities                                               852         (2,508)

Cash flows from investing activities:
  Advances on Master Loan                                             --         (7,908)
  Principal receipts on Master Loan                                  200             --
  Property improvements and replacements                          (1,315)        (1,482)
  Net withdrawals from (deposits to) restricted escrows               30            (10)
  Distributions received from affiliated partnerships                 --          1,049
           Net cash used in investing activities                  (1,085)        (8,351)

Cash flows from financing activities:
  Advances from affiliates                                           621         13,222
  Loan costs paid                                                    (15)          (278)
  Payments on advances from affiliates                                --        (22,588)
  Proceeds from mortgage note payable                                 --         21,000
  Principal payments on mortgage notes payable                      (474)          (426)
           Net cash provided by financing activities                 132         10,930

Net (decrease) increase in cash and cash equivalents                (101)            71
Cash and cash equivalents at beginning of the year                   724            653

Cash and cash equivalents at end of the year                     $ 623          $ 724

Supplemental disclosure of cash flow information:
  Cash paid for interest                                        $ 2,323        $ 2,628

Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts
    payable                                                       $ 41          $ 467


                  See Accompanying Notes to the Financial Statements
</TABLE>



<PAGE>

                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                 SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Foreclosure

During the year  ended  December  31,  2003,  Glenbridge  Manor  Apartments  was
foreclosed upon by the  Partnership.  In connection with this  foreclosure,  the
following accounts were adjusted by the non-cash amounts noted below:


                                                      2003
         Accounts receivable                          $ (78)
         Master Loan                                  21,912
         Other assets                                    (58)
         Investment properties                       (28,604)
         Accounts payable                              3,304
         Tenant security deposit
           liabilities                                    47
         Accrued property taxes                           38
         Other liabilities                                22
         Gain on foreclosure of real estate         $ (3,417)



                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

                          NOTES TO FINANCIAL STATEMENTS

                                DECEMBER 31, 2004

Note A - Correction of an Error

As  disclosed  in  Note  C to the  financial  statements,  Consolidated  Capital
Institutional Properties/2 (the "Partnership" or "Registrant") assumed ownership
of special limited partner  interests during a foreclosure  process in 2002. The
Partnership  initially  recorded  its  investment  in  affiliated   partnerships
received in connection with the 2002 foreclosure at their estimated fair values,
based on the  fair  values  of the  underlying  assets  and  liabilities  of the
respective  affiliated  partnerships and the ownership percentages stated in the
related  partnership  agreements.   When  this  valuation  was  performed,   the
Partnership  did  not  note  that  the  partnership  agreement  for  one  of the
affiliated partnerships, Consolidated Capital Properties IV ("CCP IV"), contains
provisions that require all partnership  distributions resulting from a property
sale or  refinancing  to be paid to the limited  partners until such time as the
limited  partners have received a return of their initial invested  capital.  At
the time of the  foreclosure,  the limited partners of CCP IV had not received a
return of their initial invested capital and, based on the estimated fair values
of the investment  properties and outstanding  debt balances at that time, there
would be  insufficient  net asset  value to return all  invested  capital to the
limited  partners in an assumed  liquidation of CCP IV. Based on the substantial
deficiency in net asset values that would be required to return invested capital
to the limited  partners of CCP IV, it was unlikely that the  Partnership  would
participate in sale and refinancing  distributions  of CCP IV in the foreseeable
future.  Accordingly,  the initial  values  assigned to the investment in CCP IV
should have been based  primarily on the  estimated  discounted  cash flows from
operations  that were expected to be  distributed  to the  Partnership,  and the
Partnership should not have recognized any equity in earnings  attributed to the
gains on  property  sales in CCP IV  during  2003 and 2004  because  none of the
related sales proceeds will be distributed to the Partnership.

Since  the  initial  investment  in CCP IV was  recorded  in 2002 at a value  of
$844,000, the Partnership has recorded equity in earnings of $72,000,  equity in
gain  on  sale  of  properties  owned  by  CCP  IV  of  $657,000  and  operating
distributions  of $53,000,  resulting  in an  unadjusted  carrying  value of the
Partnership's  investment  in CCP IV of  $1,520,000  at December 31,  2004.  The
Partnership  has determined  that a value of $575,000  should have been assigned
during  2002  to the  special  limited  partner  interest  in CCP IV  using  the
methodology  described  above and the  Partnership  should  not have  recognized
during 2003 and 2004 the equity in gain on sale of properties totaling $657,000.
The  following  tables  set forth the  adjustments  to the  balance  sheet as of
December 31, 2004 and the  statements of operations for the years ended December
31, 2004 and 2003.  The only  financial  statement line items included below are
those that have been restated from the originally reported amounts.
<TABLE>
<CAPTION>

                                                        As of December 31, 2004
                                                             (in thousands)
                                                     As Previously
                                                       Reported         As Restated

<S>                                                    <C>                  <C>
Investment in affiliated partnerships                  $ 1,550              $   624
Partners' capital                                       15,304               14,378
</TABLE>

<TABLE>
<CAPTION>

                                                     Years ended December 31,
                                                 2004                        2003
                                               (in thousands, except per unit data)

                                       As Previously      As      As Previously      As
                                         Reported       Restated     Reported     Restated
Equity in income from
<S>                                      <C>            <C>          <C>           <C>
 investments                             $    562       $   22       $  1,142      $1,025
Loss from continuing
 operations                                (1,204)      (1,744)        (1,433)     (1,550)
Net (loss) income                          (1,204)      (1,744)         1,984       1,867
Net (loss) income allocated to
 general partner                              (12)         (17)            20          19
Net (loss) income allocated to
 limited partner                           (1,192)      (1,727)         1,964       1,848
Loss from continuing operations per
 limited partnership unit                   (1.31)       (1.90)         (1.56)      (1.69)
Net (loss) income per limited
 partnership unit                           (1.31)       (1.90)          2.16        2.03
</TABLE>

Note B - Organization and Significant Accounting Policies

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

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

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

The Master  Loan  matured in  November  2000.  The  General  Partner  decided to
foreclose on the  properties  that  collaterized  the Master Loan.  During March
2002, the Partnership Agreement was amended to allow the Partnership to directly
or indirectly own investment  properties.  The General Partner executed deeds in
lieu of  foreclosure  during  the  third  quarter  of 2002 on the  three  active
properties of CCEP/2.  The deed in lieu of foreclosure  on the fourth  property,
which  completed  reconstruction  in 2003,  was executed in the third quarter of
2003. As the deeds were executed,  title in the properties  previously  owned by
CCEP/2 were vested in the  Partnership,  subject to the  existing  liens on such
properties  including the first mortgage  loans.  As a result,  during the years
ended December 31, 2003 and 2002, the Partnership assumed responsibility for the
operations  of such  properties.  The results of  operations  of the  foreclosed
properties  are reflected in the  statements  of  operations  for both the years
ended  December 31, 2004 and 2003 for the three  properties  foreclosed  upon in
2002 and for the period  September  1, 2003  through  December  31, 2004 for the
fourth and final property foreclosed upon in 2003.

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks and money market accounts.  At certain times, the amount of cash deposited
at a bank may exceed  the limit on  insured  deposits.  Cash  balances  included
approximately  $587,000  at  December  31,  2004  that  are  maintained  by  the
affiliated   management  company  on  behalf  of  affiliated  entities  in  cash
concentration accounts.

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

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

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

Net Income (Loss) Per Limited  Partnership  Unit:  Net income (loss) per Limited
Partnership Unit ("Unit") is computed by dividing net income (loss) 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 2004 and 2003.

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

Investment Properties: Investment properties consist of four apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate.  The  Partnership  capitalizes  all  expenditures in excess of $250 that
clearly relate to the acquisition and installation of real and personal property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the 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 of 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.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2004 or
2003.

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 will offer rental concessions during  particularly slow
months or in response to heavy  competition from other similar  complexes in the
area.  Rental  income  attributable  to  leases,  net  of  any  concessions,  is
recognized on a straight-line  basis over the term of the lease. The Partnership
evaluates all accounts  receivable  from residents and establishes an allowance,
after the application of security  deposits,  for accounts  greater than 30 days
past due on current tenants and all receivables due from former tenants.

Advertising  Costs:  The  Partnership  expenses  the  costs  of  advertising  as
incurred. Advertising costs of approximately $296,000 and $226,000 for the years
ended  December  31,  2004 and 2003,  respectively,  were  charged to expense as
incurred and are included in operating expenses.

Deferred  Costs:  Loan costs of  approximately  $293,000  are  included in other
assets.  The loan  costs  are  amortized  over the  terms  of the  related  loan
agreements.  Amortization  expense  for the year  ended  December  31,  2004 was
approximately  $27,000  and  is  included  in  interest  expense.  There  was no
amortization expense for the year ended December 31, 2003.  Amortization expense
is expected to be approximately $29,000 for the years 2005 through 2009.

Leasing   commissions  and  other  direct  costs  incurred  in  connection  with
successful  leasing  efforts are  deferred and  amortized  over the terms of the
related leases. Amortization of these costs is 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  approximate  their fair
value due to the short  term  maturity  of these  instruments.  The  Partnership
estimates the fair value of its long-term debt by discounting  future cash flows
using a discount rate commensurate with that currently  believed to be available
to the  Partnership  for similar term,  fully  amortizing  long-term  debt.  The
Partnership believes that the carrying amount of its long term debt approximates
its fair value.

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

Note C - 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  secured  the  Master  Loan  were
purchased and were owned by, CCEP/2.

The Master  Loan  matured in  November  2000.  The  General  Partner  decided to
foreclose on the  properties  that  collaterized  the Master Loan.  During March
2002, the Partnership Agreement was amended to allow the Partnership to directly
or indirectly own investment  properties.  The General Partner executed deeds in
lieu of  foreclosure  during  the  third  quarter  of 2002 on the  three  active
properties of CCEP/2.  The deed in lieu of foreclosure  on the fourth  property,
which  completed  reconstruction  in 2003,  was executed in the third quarter of
2003. As the deeds were executed,  title in the properties  previously  owned by
CCEP/2 were vested in the  Partnership,  subject to the  existing  liens on such
properties  including the first mortgage  loans.  As a result,  during the years
ended December 31, 2003 and 2002, the Partnership assumed responsibility for the
operations  of such  properties.  The results of  operations  of the  foreclosed
properties  are reflected in the  statements  of  operations  for both the years
ended  Decemebr 31, 2004 and 2003 for the three  properties  foreclosed  upon in
2002 and for the period  September  1, 2003  through  December  31, 2004 for the
fourth and final property foreclosed upon in 2003.

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

                                                     Year Ended
                                                    December 31,
                                                        2003
     Investment property (a)                          $ 28,604
     Master loan (b)                                   (21,912)
     Other liabilities received, net of other
       assets assumed                                   (3,275)
     Gain on foreclosure of real estate               $ 3,417

(a)   This amount  represents  the fair market value of the  property  which was
      based on the cost of  reconstruction.  Glenbridge Manor Apartments had not
      reached a stabilized occupancy at the time of the foreclosure in 2003.

(b)   The  amount of the  Master  Loan is  associated  with  advances  made with
      respect to the reconstruction of the property.

Prior to the  foreclosure in 2003, the principal  balance of the Master Loan due
to the Partnership totaled  approximately  $21,912,000.  This amount represented
the fair market value of the remaining  property  owned by CCEP/2,  less the net
liabilities owed by the property. Interest, calculated on the accrual basis, due
to the Partnership  pursuant to the term of the Master Loan  Agreement,  but not
recognized in the income  statements due to the impairment of the loan,  totaled
approximately  $1,395,000 for the year ended December 31, 2003.  Interest income
was  recognized on the cash basis in accordance  with SFAS 114. Such  cumulative
unrecognized interest totaled  approximately  $1,909,000 and was forgiven by the
Partnership  when the final  property was foreclosed on during the third quarter
of 2003.

During the year ended December 31, 2003, the Partnership advanced  approximately
$7,908,000  on the  Master  Loan to  CCEP/2  to  cover  reconstruction  costs of
Glenbridge  Manor  Apartments.  No such advances were made during the year ended
December  31,  2004.  No  principal  payments  were  received for the year ended
December  31,  2003.  For the year ended  December  31,  2004,  the  Partnership
received  approximately  $200,000 from CCEP/2 as the final payment on the Master
Loan.

Note D - 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
                                2004        Interest     Rate       Date        Maturity
                                  (in thousands)                             (in thousands)
Properties
Canyon Crest Apartments
<S>                            <C>            <C>        <C>      <C>   <C>     <C>
  1st mortgage                 $ 3,267        $ 28       7.10%    01/01/10      $ 2,613
Highcrest Townhomes
  1st mortgage                   6,078           55      7.72%    02/01/10        4,868
Windemere Apartments
  1st mortgage                   5,455           50      7.83%    11/01/10        4,189
Glenbridge Manor
  Apartments
  1st mortgage                  21,000          131      5.65%    12/15/13       16,566
                                35,800
Mortgage premium, net              607
           Total               $36,407       $ 264                              $28,236
</TABLE>

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

On  December  19,  2003,  the  Partnership   obtained   mortgage   financing  of
approximately   $21,000,000  on  Glenbridge  Manor   Apartments.   The  mortgage
indebtedness  carries a stated interest rate of 5.65%. During 2004, the mortgage
required monthly interest only payments. Beginning on January 15, 2005, payments
of  principal  and interest of  approximately  $131,000 are due each month until
December 2013. In December 2013 a balloon payment of  approximately  $16,566,000
will be due. Capitalized loan costs incurred on the financing were approximately
$278,000  during the year ended  December  31,  2003.  Approximately  $15,000 in
additional loan costs was paid during the year ended December 31, 2004.

The carrying amount of the  Partnership's  long term debt  approximates its fair
value due to the fact  that the  mortgages  on the  foreclosed  properties  were
recorded at their fair value.  The fair value of the  mortgages  was  determined
based upon the  incremental  borrowing rate available to the  Partnership at the
time of foreclosure.

The  mortgage   premium  of   approximately   $607,000  is  net  of  accumulated
amortization  of  approximately   $193,000.  The  mortgage  premiums  are  being
amortized over the remaining  lives of the loans.  Amortization  of the mortgage
premium is included in interest expense in the statements of operations.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2004 are as follows (in thousands):

                               Mortgage
                                 Note             Premium            Total

            2005                $ 875              $ 96              $ 971
            2006                   951               103              1,054
            2007                 1,017               110              1,127
            2008                 1,089               118              1,207
            2009                 1,165               126              1,291
         Thereafter             30,703                54             30,757
                               $35,800             $ 607            $36,407

Note E - Transactions with Affiliated Parties

CCIP/2 has no employees  and depends 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.

Affiliates  of the  General  Partner  receive  5% of  gross  receipts  from  the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates approximately $388,000 and $273,000, for the
years ended  December  31, 2004 and 2003,  respectively,  which are  included in
operating expense.

An affiliate of the General Partner charged the  Partnership  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $655,000 and
$812,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment  properties for the year
ended  December 31, 2004 are fees related to  construction  management  services
provided by an affiliate of the General  Partner of  approximately  $27,000.  No
fees for  construction  management  services were paid in 2003. The construction
management service fees are calculated based on a percentage of additions to the
investment properties.  At December 31, 2004, the Partnership owed approximately
$766,000 for accountable  administrative  expenses,  which is included in due to
affiliate.  For the years  ended  December  31,  2004 and 2003,  the first three
quarters  were based on  estimated  amounts  and in the  fourth  quarter of both
years,  the  reimbursement of accountable  administrative  expenses was adjusted
based  on  actual  costs  (see  "Note  I").   The   adjustment   to   management
reimbursements  was  included in general and  administrative  expenses  for both
periods.

The  General   Partner  loaned  the  Partnership   approximately   $621,000  and
$13,222,000 during the years ended December 31, 2004 and 2003, respectively,  so
that the  Partnership  could pay invoices  and make  advances on the Master Loan
(see "Note C") to assist in the  reconstruction  of Glenbridge Manor Apartments.
Interest  is  charged at the prime rate plus 2% (7.25% at  December  21,  2004).
Interest expense was  approximately  $179,000 and $1,109,000 for the years ended
December 31, 2004 and 2003,  respectively.  At December 31, 2004,  approximately
$3,367,000 in principal and accrued interest is included in due to affiliates.

The  Partnership  insures 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, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates  approximately  $113,000  and  $49,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 498,502.65 limited partnership units
(the "Units") in the Partnership representing 54.84% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on December
14,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
410,653.65  Units for a purchase  price of $11.25 per Unit.  This offer  expired
March 15, 2005. Pursuant to this offer, AIMCO acquired 45,763.30 Units. Pursuant
to the Partnership  Agreement,  unitholders  holding a majority of the Units are
entitled to take action with respect to a variety of matters that  include,  but
are not limited to, voting on certain  amendments to the  Partnership  Agreement
and voting to remove the General Partner. As a result of its ownership of 54.84%
of the outstanding  Units, AIMCO and its affiliates are in a position to control
all such voting decisions with respect to the Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Note F - Investment Properties and Accumulated Depreciation
<TABLE>
<CAPTION>

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


<S>                                <C>          <C>         <C>             <C>
Canyon Crest Apartments            $ 3,267      $ 1,242     $ 4,158         $ 340

Highcrest Townhomes                  6,078        3,660       8,540            451
Windemere Apartments                 5,455        1,955       7,445            321
Glenbridge Manor Apartments         21,000        4,335      24,269          1,930

                                    35,800
Mortgage Premium                       607

            Totals                 $36,407      $11,192     $44,412        $ 3,042
</TABLE>

                     Gross Amount At Which
                            Carried
                     At December 31, 2004
                        (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   $ 4,498   $5,740     $ 447        1966     08/22/02    5-40
Highcrest            3,660     8,991  12,651      1,324       1968     08/22/02    5-40
Townhomes
Windemere            1,955     7,766   9,721        735       1982     08/28/02    5-40
Apartments
Glenbridge Manor
  Apartments         4,335    26,199  30,534       1,497       2003     09/01/03    5-40

      Totals       $11,192   $47,454   $58,646   $ 4,003
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                                 Year Ended December 31,
                                                   2004           2003
                                                      (in thousands)
    Investment Properties
    Balance at beginning of year                 $57,757         $27,204
      Acquisition of properties through
        foreclosure                                   --          28,604
      Property improvements                          889           1,949
    Balance at end of year                       $58,646         $57,757

    Accumulated Depreciation
    Balance at beginning of year                 $ 1,681          $ 248
      Additions charged to expense                 2,322           1,433
    Balance at end of year                       $ 4,003         $ 1,681

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004  and  2003 is  approximately  $58,618,000  and  $57,757,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2004 and 2003 is  approximately  $4,356,000  and  $1,892,000,
respectively.



<PAGE>


Note G - Investment in Affiliated Partnerships

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

                                                                        Investment
                                                      Ownership         Balance At
Partnership                    Type of Ownership      Percentage    December 31, 2004
                                                                      (in thousands)
Consolidated Capital                Special
<S>                                                     <C>                <C>
  Growth Fund                    Limited Partner        0.40%              $ 13
Consolidated Capital                Special
  Properties III                 Limited Partner        1.86%                 17
Consolidated Capital                Special
  Properties IV                  Limited Partner        1.86%                594
                                                                           $ 624
</TABLE>

These  investments were assumed during the foreclosure of investment  properties
from  CCEP/2  (see  "Note  C") and are  accounted  for on the  equity  method of
accounting.  Distributions from the affiliated partnerships are accounted for as
a reduction of the investment balance until the investment balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of  operations.  During  the year  ended  December  31,  2004,  the  Partnership
recognized  equity  income  from the  operating  results  of an  investments  of
approximately $22,000.  During the year ended December 31, 2003, the Partnership
received approximately $1,049,000 in distributions from two of the partnerships.
Approximately  $1,015,000 of the  distributions  related to the sale of three of
the   properties  in   Consolidated   Capital   Growth  Fund.  Of  this  amount,
approximately  $985,000 was recognized as equity in income from  investment once
the investment  balance  allocated to those properties had been reduced to zero.
The Partnership also recognized  equity in income from the operating  results of
an investment of approximately $40,000.

Note H - Income Taxes

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

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

The  following is a  reconciliation  of reported  net (loss)  income and Federal
taxable  loss for the years ended  December  31, 2004 and 2003,  as restated (in
thousands, except per unit data):

                                                    2004            2003

      Net (loss) income as reported               $(1,744)         $ 1,867
      Add (deduct):
        Depreciation differences                       70               (6)
        Change in prepaid rental                      (39)              72
        Other                                           3              280
        Gain on foreclosure                            --          (44,899)

      Federal taxable loss                        $(1,710)        $(42,686)

      Federal taxable loss per limited
        partnership unit                           $ 1.86         $ (46.48)

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

                  Net assets as reported                  $14,378
                    Buildings and land                        (28)
                    Accumulated depreciation                 (353)
                    Syndication fees                       25,796
                    Other                                   2,542
                  Net assets - tax basis                  $42,335

Note I - Fourth-Quarter Adjustment

The Partnership's  policy is to record management  reimbursements to the General
Partner as allowed under the Partnership  Agreement on a quarterly basis,  using
estimated  financial  information  furnished  by an  affiliate  of  the  General
Partner.  For the first three quarters of 2004 and 2003, these reimbursements of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarters  of 2004 and 2003,  the  Partnership  recorded  adjustments  to
management  reimbursements to the General Partner of approximately  $181,000 and
$391,000,  respectively,  due to a  difference  in the  estimated  costs and the
actual  costs  incurred.  The actual  management  reimbursements  to the General
Partner for the year ended  December 31, 2004 were  approximately  $610,000,  as
compared to the unadjusted  estimated  management  reimbursements to the General
Partner for the year ended  December  31, 2004 of  approximately  $791,000.  The
actual  management  reimbursements  to the  General  Partner  for the year ended
December 31, 2003 were  approximately  $812,000,  as compared to the  unadjusted
estimated  management  reimbursements  to the General Partner for the year ended
December 31, 2003 of approximately $421,000.

Note J - Abandonment of Limited Partnership Units

During the year ended December 31, 2004, the number of Limited Partnership Units
decreased  by 45 units  due to  limited  partners  abandoning  their  units.  In
abandoning  his  or  her  Limited   Partnership   Unit(s),   a  limited  partner
relinquishes all right, title, and interest in the Partnership as of the date of
abandonment.  However,  the limited partner is allocated his or her share of net
income or loss for that year.

The income or loss per Limited  Partnership Unit in the accompanying  statements
of  operations  is calculated  based on the number of units  outstanding  at the
beginning of the year.

Note K - Contingencies

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

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement  and the judgment  thereto.  The plaintiffs  have also
filed a brief in support of the  settlement.  On June 4, 2004,  Objector filed a
reply to the briefs submitted by the General Partner and Plaintiffs. In addition
both the Objector and  plaintiffs  filed  briefs in  connection  with the second
appeal.  On March 21, 2005, the Court of Appeals issued opinions in both pending
appeals.  With regard to the settlement and judgment entered thereto,  the Court
of Appeals  vacated the trial  court's order and remanded to the trial court for
further  findings on the basis that the "state of the record is  insufficient to
permit meaningful appellate review". With regard to the second appeal, the Court
of Appeals reversed the order requiring the Objector to pay referee fees.

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.

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome will have a material  adverse effect on the  Partnership's  consolidated
financial condition or results of operations.

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

Environmental

Various  Federal,  state and local laws subject  property owners or operators to
liability for management,  and the costs of removal or  remediation,  of certain
hazardous  substances  present on a property.  Such laws often impose  liability
without regard to whether the owner or operator knew of, or was responsible for,
the release or presence of the  hazardous  substances.  The  presence of, or the
failure to manage or remedy properly,  hazardous substances may adversely affect
occupancy at affected  apartment  communities and the ability to sell or finance
affected properties.  In addition to the costs associated with investigation and
remediation  actions brought by government  agencies,  the presence of hazardous
substances  on a  property  could  result in claims by  private  plaintiffs  for
personal injury,  disease,  disability or other  infirmities.  Various laws also
impose  liability for the cost of removal,  remediation or disposal of hazardous
substances  through a  licensed  disposal  or  treatment  facility.  Anyone  who
arranges for the disposal or treatment of hazardous  substances  is  potentially
liable  under such laws.  These laws often impose  liability  whether or not the
person arranging for the disposal ever owned or operated the disposal  facility.
In  connection  with  the  ownership  and  operation  of  its  properties,   the
Partnership could  potentially be liable for environmental  liabilities or costs
associated with its properties.

Mold

The Partnership is aware of lawsuits  against owners and managers of multifamily
properties asserting claims of personal injury and property damage caused by the
presence of mold, some of which have resulted in substantial  monetary judgments
or settlements. The Partnership has only limited insurance coverage for property
damage loss claims  arising from the  presence of mold and for  personal  injury
claims  related  to  mold  exposure.  Affiliates  of the  General  Partner  have
implemented a national  policy and  procedures to prevent or eliminate mold from
its  properties  and the  General  Partner  believes  that these  measures  will
eliminate,  or at least minimize, the effects that mold could have on residents.
To date,  the  Partnership  has not incurred any material  costs or  liabilities
relating to claims of mold exposure or to abate mold conditions. Because the law
regarding  mold is unsettled and subject to change the General  Partner can make
no assurance that liabilities resulting from the presence of or exposure to mold
will not have a material adverse effect on the Partnership's financial condition
or results of operations.

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations. Similarly, the Managing General Partner does
not believe that the ultimate outcome will have a material adverse effect on the
Partnership's consolidated financial condition or results of operations.


<PAGE>


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

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period,  the  Partnership's  disclosure  controls  were not effective due to the
Partnership's  failure to properly  record the  Partnership's  investment  in an
affiliated  partnership and incorrectly  recognizing  equity in gains on sale of
investment  properties  in the  affiliated  partnership  in 2003 and  2004.  The
Partnership's  management  believes  that,  as of  the  date  of the  filing  of
Amendment  No.  1 on July 1,  2005,  the  Partnership's  ineffective  disclosure
controls  were  and  continue  to be fully  remediated.  Actions  taken  include
improving the education of accounting  personnel to ensure the understanding and
application  of  appropriate  accounting  treatment,  as well as  improving  the
Partnership's accounting review procedures.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.



<PAGE>




                                    PART III

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

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

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            48    Executive Vice President and Chief
                                   Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

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

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

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

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the General  Partner in  February  2004 and of AIMCO in  February  2003.  Ms.
Fielding was appointed  Treasurer of AIMCO in January 2005.  She is  responsible
for debt financing and the treasury  department.  Ms. Fielding previously served
as Senior Vice  President -  Securities  and Debt of AIMCO from  January 2000 to
February 2003. Ms. Fielding joined AIMCO in February 1997 as a Vice President.

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

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

Stephen B. Waters was appointed Vice  President of the General  Partner in April
2004. Mr. Waters previously served as a Director of Real Estate Accounting since
joining AIMCO in September 1999. Mr. Waters has responsibilities for real estate
and partnership accounting with AIMCO.

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

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

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

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except  as  noted  below,  no  person  was  known by the  Partnership  to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Partnership as of December 31, 2004:

Entity                                  Number of Units      Percentage

Reedy River Properties
  (an affiliate of AIMCO)                  168,736.50          18.56%
AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                   17,240.60           1.90%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                  245,006.85          26.95%
Cooper River Properties, LLC
  (an affiliate of AIMCO)                   67,518.70           7.43%

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

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

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



<PAGE>


Item 12.    Certain Relationships and Related Transactions

CCIP/2 has no employees  and depends 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.

Affiliates  of the  General  Partner  receive  5% of  gross  receipts  from  the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates approximately $388,000 and $273,000, for the
years ended  December  31, 2004 and 2003,  respectively,  which are  included in
operating expense.

An affiliate of the General Partner charged the  Partnership  reimbursements  of
accountable  administrative  expenses  amounting to  approximately  $655,000 and
$812,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and administrative  expenses and investment properties.  The
portion of these reimbursements  included in investment  properties for the year
ended  December 31, 2004 are fees related to  construction  management  services
provided by an affiliate of the General  Partner of  approximately  $27,000.  No
fees for  construction  management  services were paid in 2003. The construction
management service fees are calculated based on a percentage of additions to the
investment properties.  At December 31, 2004, the Partnership owed approximately
$766,000 for accountable  administrative  expenses,  which is included in due to
affiliate.  For the years  ended  December  31,  2004 and 2003,  the first three
quarters  were based on  estimated  amounts  and in the  fourth  quarter of both
years,  the  reimbursement of accountable  administrative  expenses was adjusted
based  on  actual  costs  (see  "Note  I").   The   adjustment   to   management
reimbursements  was  included in general and  administrative  expenses  for both
periods.

The  General   Partner  loaned  the  Partnership   approximately   $621,000  and
$13,222,000 during the years ended December 31, 2004 and 2003, respectively,  so
that the  Partnership  could pay invoices  and make  advances on the Master Loan
(see "Note C") to assist in the  reconstruction  of Glenbridge Manor Apartments.
Interest  is  charged at the prime rate plus 2% (7.25% at  December  21,  2004).
Interest expense was  approximately  $179,000 and $1,109,000 for the years ended
December 31, 2004 and 2003,  respectively.  At December 31, 2004,  approximately
$3,367,000 in principal and accrued interest is included in due to affiliates.

The  Partnership  insures 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, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates  approximately  $113,000  and  $49,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 498,502.65 limited partnership units
(the "Units") in the Partnership representing 54.84% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  In this regard, on December
14,  2004,  AIMCO  Properties,  L.P.,  commenced a tender offer to acquire up to
410,653.65  Units for a purchase  price of $11.25 per Unit.  This offer  expired
March 15, 2005. Pursuant to this offer, AIMCO acquired 45,763.30 Units. Pursuant
to the Partnership  Agreement,  unitholders  holding a majority of the Units are
entitled to take action with respect to a variety of matters that  include,  but
are not limited to, voting on certain  amendments to the  Partnership  Agreement
and voting to remove the General Partner. As a result of its ownership of 54.84%
of the outstanding  Units, AIMCO and its affiliates are in a position to control
all such voting decisions with respect to the Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2005. The aggregate fees
billed  for  services  rendered  by  Ernst & Young  LLP for  2004  and  2003 are
described below.

Audit Fees. Fees for audit services  totaled  approximately  $50,000 and $51,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $8,000 and $19,000 for
2004 and 2003, respectively.


<PAGE>


                                   SIGNATURES



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


                                    CONSOLIDATED CAPITAL INSTITUTIONAL
                                     PROPERTIES/2


                                    By:   ConCap Equities, Inc.
                                          Its General Partner


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


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                              Date: August 15, 2005


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


/s/Harry G. Alcock      Director and Executive        Date: August 15, 2005
Harry G. Alcock         Vice President

/s/Martha L. Long       Director and Senior Vice      Date: August 15, 2005
Martha L. Long          President

/s/Stephen B. Waters    Vice President                Date: August 15, 2005
Stephen B. Waters


<PAGE>


                     CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES 2

                                  EXHIBIT INDEX


Exhibit Number    Description of Exhibit

      3.1         Certificates of Limited Partnership, as amended to date.

      3.2         Fourth   Amendment  to  the  amended  and   restated   limited
                  partnership   agreement  of  CCIP/2  dated   January  8,  2002
                  (Incorporated by reference to the annual report on Form 10-KSB
                  for the year ended December 31, 2004).

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

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

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

     10.30        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 the Registrant's
                  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 the
                  Registrant's 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  the
                  Registrant's Form 8-K on January 22, 2001).

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

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

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

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

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

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

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



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this annual report on Form 10-KSB/A No. 2 of  Consolidated
      Capital Institutional Properties/2;

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

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

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

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

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

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

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

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

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

Date: August 15, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


1.    I have reviewed this annual report on Form 10-KSB/A No. 2 of  Consolidated
      Capital Institutional Properties/2;

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

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

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

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

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

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

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

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

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

Date: August 15, 2005

                              /s/Stephen B. Waters
                              Stephen B. Waters
                              Vice  President  of  ConCap  Equities,  Inc.,
                              equivalent of the chief financial  officer of
                              the Partnership


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form  10-KSB/A No. 2 of  Consolidated
Capital  Institutional  Properties/2  (the  "Partnership"),  for  the  year  end
December 31, 2004 as filed with the  Securities  and Exchange  Commission on the
date hereof  (the  "Report"),  Martha L. Long,  as the  equivalent  of the Chief
Executive  Officer of the Partnership,  and Stephen B. Waters, as the equivalent
of the Chief  Financial  Officer  of the  Partnership,  each  hereby  certifies,
pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

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

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


                                    /s/Martha L. Long
                              Name: Martha L. Long
                              Date: August 15, 2005


                                     /s/Stephen B. Waters
                              Name:  Stephen B. Waters
                              Date: August 15, 2005


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