UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



Form 10-KSB



(Mark One)

[X]

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



For the fiscal year ended December 31, 2005



[ ]

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

(Name of small business issuer 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 is not required to file reports pursuant to Section 13 or 15 (d) of the Exchange Act. [ ]



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. YesX 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]



Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b-2 of the Exchange Act). Yes []  No[X]



State issuer's revenues for its most recent fiscal year. $8,558,000



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, 2005. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.



DOCUMENTS INCORPORATED BY REFERENCE

None





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



PART I



Item 1.

Description of Business



General



Consolidated Capital Institutional Properties/2 (the "Partnership" or "Registrant") was organized on April 12, 1983, as a limited partnership under the California Uniform Limited Partnership Act. On July 22, 1983, the Partnership registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 (File No. 2-83540) and commenced a public offering for the sale of limited partnership units (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. A total of 55.4 Units were abandoned and accordingly retired by the Partnership. The Partnership may, at its absolute discretion, repurchase Units, but is under no obligation to do so. Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.



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



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



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.



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 6" of this Form 10-KSB.



Status of Master Loan and Foreclosure on Real Estate



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



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



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



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



The Master Loan matured in November 2000. The General Partner 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.



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.



For the year ended December 31, 2004, the Partnership received approximately $200,000 from CCEP/2 as the final payment on the Master Loan.



Item 2.

Description of Properties



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



|                            |             |                           |          
|--------------------------- | ----------- | ------------------------- | ---------
|                            | Date of     |                           |          
|Properties                  | Acquisition | Type of Ownership         | Use      
|                            |             |                           |          
|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



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.



|                 |                |              |             |                |          
|---------------- | -------------- | ------------ | ----------- | -------------- | ---------
|                 | Gross          |              |             | Method         |          
|                 | Carrying       | Accumulated  | Depreciable | Of             | Federal  
|Properties       | Value          | Depreciation | Life        | Depreciation   | Tax Basis
|                 | (in thousands) |              |             | (in thousands)
|                 |                |              |             |                |          
|Canyon Crest     |                |              |             |                |          
|Apartments       | $ 5,928        | $  682       | 5-30 yrs    | S/L            | $ 5,123  
|Highcrest        |                |              |             |                |          
|Townhomes        | 12,869         | 1,972        | 5-30 yrs    | S/L            | 10,945   
|Windemere        |                |              |             |                |          
|Apartments       | 9,904          | 1,097        | 5-30 yrs    | S/L            | 8,647    
|Glenbridge Manor |                |              |             |                |          
|Apartments       | 30,579         | 2,674        | 5-30 yrs    | S/L            | 27,597   
|Totals           | $59,280        | $6,425       |             |                | $52,312  



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



Schedule of Property Indebtedness



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



|                        |                |          |           |          |               
|----------------------- | -------------- | -------- | --------- | -------- | --------------
|                        | Principal      |          |           |          | Principal     
|                        | Balance At     | Stated   |           |          | Balance       
|                        | December 31,   | Interest | Period    | Maturity | Due at        
|Property                | 2005           | Rate(1)  | Amortized | Date     | Maturity (2)  
|                        | (in thousands) |          |           |          | (in thousands)
|                        |                |          |           |          |               
|Canyon Crest Apartments | $ 3,154        | 7.10%    | 20 yrs    | 01/01/10 | $ 2,613       
|Highcrest Townhomes     | 5,876          | 7.72%    | 20 yrs    | 02/01/10 | 4,868         
|Windemere Apartments    | 5,289          | 7.83%    | 20 yrs    | 11/01/10 | 4,189         
|Glenbridge Manor        |                |          |           |          |               
|Apartments              | 20,607         | 5.65%    | 25 yrs    | 12/15/13 | 16,566        
|                        |                |          |           |          |               
|                        | 34,926         |          |           |          |               
|Mortgage premium, net   | 510            |          |           |          |               
|Total                   | $35,436        |          |           |          | $28,236       



(1)

Fixed rate mortgages.



(2)

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



Rental Rates and Occupancy



Average annual rental rate per unit and occupancy for 2005 and 2004 for each property:



|                                |                |           |      |     
|------------------------------- | -------------- | --------- | ---- | ----
|                                | Average Annual | Average  
|                                | Rental Rate    | Occupancy
|                                | (per unit)     |           |     
|Properties                      | 2005           | 2004      | 2005 | 2004
|                                |                |           |      |     
|Canyon Crest Apartments (1)     | $ 8,759        | $ 8,921   | 90%  | 93% 
|Highcrest Townhomes             | 11,620         | 11,482    | 94%  | 94% 
|Windemere Apartments (2)        | 6,911          | 6,989     | 96%  | 90% 
|Glenbridge Manor Apartments (3) | 12,532         | 11,862    | 97%  | 92% 



(1)

The General Partner attributes the decrease in occupancy at Canyon Crest Apartments to weak market conditions in Littleton, Colorado.



(2)

The General Partner attributes the increase in occupancy at Windemere Apartments to increased marketing efforts by local management.



(3)

The General Partner attributes the increase in occupancy at Glenbridge Manor Apartments to the redevelopment of the property that was completed in late 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.



Real Estate Taxes and Rates



Real estate taxes and rates in 2005 for each property were:



|                            |                |         
|--------------------------- | -------------- | --------
|                            | 2005           | 2005    
|                            | Billing        | Rate (1)
|                            | (in thousands) |         
|                            |                |         
|Canyon Crest Apartments     | $ 38           | 8.28%   
|Highcrest Townhomes         | 260            | 7.59%   
|Windemere Apartments        | 228            | 3.10%   
|Glenbridge Manor Apartments | 543            | 6.45%   



(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, 2005, the Partnership completed approximately $187,000 of capital improvements at Canyon Crest Apartments consisting primarily of structural upgrades, major landscaping and appliance, air conditioning unit and floor covering replacements. These improvements were funded from operating cash flow and an advance from an affiliate of the General Partner. 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 2006.  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, 2005, the Partnership completed approximately $218,000 of capital improvements at Highcrest Townhomes consisting primarily of exterior painting, fencing, exterior lighting, structural upgrades, and 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 2006.  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, 2005, the Partnership completed approximately $183,000 of capital improvements at Windemere Apartments consisting of structural improvements, parking lot resurfacing, furniture and fixtures, swimming pool upgrades and floor covering and appliance replacements. These improvements were funded from operating cash flow and advances from an affiliate of the General Partner. 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 2006.  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, 2005, the Partnership completed approximately $84,000 of capital improvements at Glenbridge Manor Apartments, consisting primarily of final building improvements, security equipment, and floor covering replacements. These improvements were funded from operations and advances from an affiliate of the General Partner. 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 2006.  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 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 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. 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 May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



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.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector.



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.



AIMCO Properties L.P. and NHP Management Company, both affiliates of the General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.
In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. The opt-in period has not yet closed. Defendants will have the
opportunity to opt-in to the collective action, and AIMCO Properties, L.P. and NHP Management Company  will have the opportunity to move to decertify the collective action.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County), and on November 5, 2005 in Montgomery County Maryland Circuit Court. 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 consolidated 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 financial condition or results of operations.



Item 4.

Submission of Matters to a Vote of Security Holders



The unit holders of the Partnership did not vote on any matter through the solicitation of proxies or otherwise during the quarter ended December 31, 2005.



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 17,225 holders of record owning an aggregate of 909,079 Units. Affiliates of the General Partner owned 549,864.35 units or approximately 60.49% of the outstanding Units at December 31, 2005. 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, 2005 and 2004.



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. In light of the amounts accrued and payable to affiliates of the General Partner at December 31, 2005, there can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any distributions to its partners in 2006 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 549,864.35 limited partnership units (the "Units") in the Partnership representing 60.49% of the outstanding Units at December 31, 2005. 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.  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 60.49% 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 Operation



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, 2005 was approximately $1,470,000 compared to a net loss of approximately $1,744,000 for the corresponding period in 2004. The decrease in net loss for the year ended December 31, 2005 is due to an increase in total revenues, partially offset by an increase in total expenses, and a decrease in equity income from investment.  Total revenues increased due to increases in rental income and other income.  Rental income increased due to an increase in occupancy at Glenbridge Manor Apartments and Windemere Apartments, an increase in the average rental rates at Highcrest Townhomes and Glenbridge Manor Apartments and reduced bad debt expenses at all of the Partnerships properties, partially offset by decreases in occupancy at Canyon Crest Apartments and reduced average rental rates at Canyon Crest Apartments.  Other income increased due to increases in utility reimbursements at Windemere, Highcrest, and Glenbridge Manor Apartments and an increase in corporate unit rent at Glenbridge Manor Apartments, partially offset by a decrease in lease cancellation fees at all of the Partnerships investment properties.



Total expenses increased for the year ended December 31, 2005 due to increases in operating, depreciation and property tax expenses, partially offset by a decrease in general and administrative expenses. Operating expense increased due to an increase in property expenses and management fees partially offset by a decrease in advertising expense.  Property expense increased due to increases in utilities and payroll costs at Windemere and Glenbridge Manor Apartments, and an increase in corporate unit expenses at Glenbridge Manor Apartments.
Management fees increased at two investment properties as a result of an increase in rental income due to an increase in occupancy. Advertising expense decreased due to decreases in periodicals and brochures and banners at Glenbridge Manor Apartments.  Depreciation expense increased due to property improvements and replacements placed into service during the past twelve months at the investment properties.  Property tax expense increased for the year ended December 31, 2005 due to an increase in the property tax rate at Glenbridge Manor Apartments.



General and administrative expenses decreased for the year ended December 31, 2005 due to a decrease in professional services. Also included in general and administrative expenses are management reimbursements charged by the General Partner as allowed under the Partnership Agreement and 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, 2005 and 2004 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 years ended December 31, 2005 and 2004, the Partnership recognized equity in income from the operating results of the investments of approximately $16,000 and $22,000, respectively.



Liquidity and Capital Resources



At December 31, 2005, the Partnership had cash and cash equivalents of approximately $519,000 compared to approximately $623,000 at December 31, 2004. The decrease in cash and cash equivalents of approximately $104,000 is due to approximately $1,193,000 and $664,000, of cash used in financing and investing activities, respectively, partially offset by approximately $1,753,000 of cash provided by operating activities.  Cash used in financing activities consisted of principal payments on the mortgages encumbering the investment properties and repayment of advances from an affiliate of the General Partner partially offset by advances received from an affiliate of the General Partner.  Cash used in investing
activities consisted of property improvements and replacements and net deposits to restricted escrows, partially offset by proceeds from the sale of land. The Partnership invests its working capital reserves in interest bearing accounts.



The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the 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 2006.  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 $14,319,000 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 $20,607,000 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 dates. If the properties cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing such properties through foreclosure.



There were no distributions made by the Partnership during the years ended December 31, 2005 and 2004.



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. In light of the amounts accrued and payable to affiliates of the General Partner at December 31, 2005, there can be no assurance that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any distributions to its partners in 2006 or subsequent periods.



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 549,864.35 limited partnership units (the "Units") in the Partnership representing 60.49% of the outstanding Units at December 31, 2005. 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.  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 60.49% 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 A  Organization and Significant Accounting Policies" which is included in the 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 Partnership believes that of its  significant accounting policies, the following may involve a higher degree of judgment and complexity.



Impairment of Long-Lived Assets



Investment properties are stated at their fair market value at the time of foreclosure, less accumulated depreciation, unless the carrying amount of the asset is not recoverable.  If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnerships estimate of the undiscounted future cash flows, excluding interest charges, of the property.   If the carrying amount exceeds the aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.



Real property investment is 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, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  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.



Item 7.

Financial Statements



CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2



LIST OF FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm



Balance Sheet - December 31, 2005



Statements of Operations - Years ended December 31, 2005 and 2004



Statements of Changes in Partners' (Deficiency) Capital - Years ended December 31, 2005 and 2004



Statements of Cash Flows - Years ended December 31, 2005 and 2004



Notes to Financial Statements





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, 2005, 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, 2005. 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 audits 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, 2005, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2005, in conformity with U.S. generally accepted accounting principles.





/s/ERNST & YOUNG LLP







Greenville, South Carolina

March 6, 2006













CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2



BALANCE SHEET

(in thousands, except unit data)



December 31, 2005





|                                               |           |         
|---------------------------------------------- | --------- | --------
|Assets                                         |           |         
|Cash and cash equivalents                      |           | $    519
|Accounts receivable                            |           | 110     
|Restricted escrow                              |           | 78      
|Other assets                                   |           | 383     
|Investment in affiliated partnerships (Note F) |           | 640     
|Investment properties (Notes B, C, E and I):   |           |         
|Land                                           | 11,154    |         
|Buildings and related personal property        | 48,126    |         
|                                               | 59,280    |         
|Accumulated depreciation                       | (6,425)   | 52,855  
|                                               |           | $54,585 
|Liabilities and Partners' (Deficiency) Capital |           |         
|Liabilities                                    |           |         
|Accounts payable                               |           | $     63
|Distributions payable                          |           | 141     
|Accrued property taxes                         |           | 1,072   
|Due to affiliates (Note D)                     |           | 4,505   
|Tenant security deposit liabilities            |           | 140     
|Other liabilities                              |           | 320     
|Mortgage notes payable (Note C)                |           | 35,436  
|                                               |           |         
|Partners' (Deficiency) Capital                 |           |         
|General partner                                | $   (394) |         
|Limited partners (909,079 units issued and     |           |         
|outstanding)                                   | 13,202    | 12,908  
|                                               |           | $54,585 





See Accompanying Notes to the Financial Statements





CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2



STATEMENTS OF OPERATIONS

(in thousands, except per unit data)







|                                             |                          |         
|-------------------------------------------- | ------------------------ | --------
|                                             | Years Ended December 31,
|                                             | 2005                     | 2004    
|                                             |                          |         
|Revenues:                                    |                          |         
|Rental income                                | $ 7,769                  | $ 7,244 
|Other income                                 | 789                      | 711     
|Total revenues                               | 8,558                    | 7,955   
|                                             |                          |         
|Expenses:                                    |                          |         
|Operating                                    | 3,317                    | 3,205   
|General and administrative                   | 757                      | 778     
|Depreciation                                 | 2,422                    | 2,322   
|Interest                                     | 2,446                    | 2,458   
|Property taxes                               | 1,102                    | 958     
|Total expenses                               | 10,044                   | 9,721   
|                                             |                          |         
|Loss from operations                         | (1,486)                  | (1,766) 
|Equity in income from investments (Note F)   | 16                       | 22      
|Net loss (Note G)                            | $(1,470)                 | $(1,744)
|                                             |                          |         
|Net loss allocated to general partner (1%)   | $   (15)                 | $   (17)
|Net loss allocated to limited partners (99%) | (1,455)                  | (1,727) 
|                                             |                          |         
|                                             | $(1,470)                 | $(1,744)
|                                             |                          |         
|Net loss per limited partnership unit        | $(1.60)                  | $(1.90) 



See Accompanying Notes to the Financial Statements



CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2



STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) CAPITAL

(in thousands, except unit data)





|                                  |             |          |          |          
|--------------------------------- | ----------- | -------- | -------- | ---------
|                                  |             |          |          | Total    
|                                  | Limited     |          |          | Partners 
|                                  | Partnership | General  | Limited  | Capital  
|                                  | Units       | Partner  | Partners | (Deficit)
|                                  |             |          |          |          
|Original capital contributions    | 912,182     | $1       | $228,046 | $228,047 
|                                  |             |          |          |          
|Partners' (deficiency) capital at |             |          |          |          
|December 31, 2003                 | 909,124     | $  (362) | $ 16,484 | $ 16,122 
|                                  |             |          |          |          
|Abandonment of units (Note H)     | (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   
|                                  |             |          |          |          
|Net loss for the year ended       |             |          |          |          
|December 31, 2005                 | --          | (15)     | (1,455)  | (1,470)  
|                                  |             |          |          |          
|Partners' (deficiency) capital at |             |          |          |          
|December 31, 2005                 | 909,079     | $(394)   | $13,302  | $12,908  



See Accompanying Notes to the Financial Statements



CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2



STATEMENTS OF CASH FLOWS

(in thousands)



|                                                      |                          |          
|----------------------------------------------------- | ------------------------ | ---------
|                                                      | Years Ended December 31,
|                                                      | 2005                     | 2004     
|                                                      |                          |          
|Cash flows from operating activities:                 |                          |          
|Net loss                                              | $ (1,470)                | $ (1,744)
|Adjustments to reconcile net loss to net              |                          |          
|cash provided by operating activities:                |                          |          
|Depreciation                                          | 2,422                    | 2,322    
|Amortization of mortgage premium                      | (97)                     | (91)     
|Amortization of loan costs                            | 29                       | 27       
|Equity in income from investment                      | (16)                     | (22)     
|Change in accounts:                                   |                          |          
|Receivables and deposits                              | 83                       | 87       
|Other assets                                          | 44                       | (80)     
|Accounts payable                                      | (16)                     | (256)    
|Tenant security deposit liabilities                   | (9)                      | (22)     
|Accrued property taxes                                | 104                      | 148      
|Due to affiliates                                     | 691                      | 489      
|Other liabilities                                     | (12)                     | (6)      
|Net cash provided by operating activities             | 1,753                    | 852      
|                                                      |                          |          
|Cash flows from investing activities:                 |                          |          
|Proceeds from sale of land                            | 38                       | --       
|Principal receipts on Master Loan                     | --                       | 200      
|Property improvements and replacements                | (701)                    | (1,315)  
|Net (deposits to) withdrawals from restricted escrows | (1)                      | 30       
|Net cash used in investing activities                 | (664)                    | (1,085)  
|                                                      |                          |          
|Cash flows from financing activities:                 |                          |          
|Advances from affiliates                              | 38                       | 621      
|Loan costs paid                                       | --                       | (15)     
|Payments on advances from affiliates                  | (357)                    | --       
|Principal payments on mortgage notes payable          | (874)                    | (474)    
|Net cash (used in) provided by financing              |                          |          
|activities                                            | (1,193)                  | 132      
|                                                      |                          |          
|Net decrease in cash and cash equivalents             | (104)                    | (101)    
|Cash and cash equivalents at beginning of the year    | 623                      | 724      
|                                                      |                          |          
|Cash and cash equivalents at end of the year          | $519                     | $623     
|                                                      |                          |          
|Supplemental disclosure of cash flow information:     |                          |          
|Cash paid for interest                                | $2,297                   | $2,323   
|                                                      |                          |          
|Supplemental disclosure of non-cash activity:         |                          |          
|Property improvements and replacements in accounts    |                          |          
|Payable                                               | $12                      | $41      



See Accompanying Notes to the Financial Statements





CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2



NOTES TO FINANCIAL STATEMENTS



DECEMBER 31, 2005





Note A - Organization and Significant Accounting Policies



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



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



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



The Master Loan matured in November 2000. The General Partner 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.



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 $488,000 at December 31, 2005 that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.



Restricted Escrow:  Approximately $78,000 of replacement reserves is on deposit with the mortgage holder of Canyon Crest Apartments, as required by the mortgage agreement.



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 Loss Per Limited Partnership Unit: Net loss per Limited Partnership Unit ("per Unit") is computed by dividing net loss allocated to the Limited Partners by the number of Units outstanding at the beginning of the fiscal year. Per Unit information has been computed based on 909,079 and 909,124 Units outstanding for 2005 and 2004.



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 271⁄2 years and (2) personal property additions over 5 years.



Investment properties:  Investment properties consist of four apartment complexes and are stated at fair market value at the time of the foreclosure.  The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components.  Costs associated with redevelopment projects are capitalized in accordance with Statement of Financial Accounting Standard (SFAS) No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties.  Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250.  Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.  The Partnership capitalizes interest, property taxes and operating costs in accordance with SFAS No. 34 Capitalization of Interest Costs during periods in which redevelopment and construction projects are in progress.  The Partnership did not capitalize any costs related to interest, property taxes, or operating costs during the years ended December 31, 2005 and 2004.  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 or Disposal of Long-Lived Assets, the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.  No adjustments for impairment of value were necessary for the years ending December 31, 2005 and 2004.



Tenant Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits.  The security deposits are refunded when the tenant vacates, provided the tenant has not damaged the space and is current on its 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 $213,000 and $296,000 for the years ended December 31, 2005 and 2004, respectively, were charged to expense as incurred and are included in operating expenses.



Deferred Costs: Loan costs of approximately $293,000 less accumulated amortization of approximately $56,000 are included in other assets. The loan costs are amortized over the terms of the related loan agreements. Amortization expense for the years ended December 31, 2005 and 2004 was approximately $29,000 and $27,000, respectively, and is included in interest expense.  Amortization expense is expected to be approximately $29,000 for the years 2006 through 2010.



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 fair value of the Partnership's long term debt approximates its carrying 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 established standards for related disclosures about products and services, geographic areas, and major customers. As defined in SFAS No. 131, the Partnership has only one reportable segment.



Recent Accounting Pronouncement:  In May 2005, the Financial Accounting Standards Board issued SFAS No. 154 Accounting Changes and Error Corrections, which replaces APB Opinion No. 20 and SFAS No. 3, and changes the requirements for the accounting for and reporting of a change in accounting principle. This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005, although early adoption is permitted for accounting changes and corrections of errors made in fiscal years beginning after the date SFAS No. 154 was issued. The Partnership does not anticipate that the adoption of SFAS No. 154
will have a material effect on the Partnerships financial condition or results of operations.



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



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



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 C  Mortgage Notes Payable



The principle terms of mortgage notes payable are as follows:



|                        |                |           |          |                |          
|----------------------- | -------------- | --------- | -------- | -------------- | ---------
|                        | Principal      | Monthly   |          |                | Principal
|                        | Balance At     | Payment   | Stated   |                | Balance  
|                        | December 31,   | Including | Interest | Maturity       | Due at   
|                        | 2005           | Interest  | Rate     | Date           | Maturity 
|                        | (in thousands) |           |          | (in thousands)
|Properties              |                |           |          |                |          
|Canyon Crest Apartments | $ 3,154        | $   28    | 7.10%    | 01/01/10       | $ 2,613  
|Highcrest Townhomes     | 5,876          | 55        | 7.72%    | 02/01/10       | 4,868    
|Windemere Apartments    | 5,289          | 50        | 7.83%    | 11/01/10       | 4,189    
|Glenbridge Manor        |                |           |          |                |          
|Apartments              | 20,607         | 131       | 5.65%    | 12/15/13       | 16,566   
|                        | 34,926         |           |          |                |          
|Mortgage premium, net   | 510            |           |          |                |          
|Total                   | $35,436        | $264      |          |                | $28,236  



The mortgage notes payable are fixed rate mortgages that are nonrecourse and are secured by a pledge of the Partnerships rental properties and by pledge of revenues from the respective rental properties. The mortgage notes impose prepayment penalties if repaid prior to maturity. Further, the properties may not be sold subject to existing indebtedness.



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 $510,000 is net of accumulated amortization of approximately $290,000. 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, 2005 are as follows (in thousands):



|           |          |         |        
|---------- | -------- | ------- | -------
|           | Mortgage |         |        
|           | Notes    | Premium | Total  
|           |          |         |        
|2006       | $   951  | $ 103   | $ 1,054
|2007       | 1,017    | 110     | 1,127  
|2008       | 1,089    | 118     | 1,207  
|2009       | 1,165    | 126     | 1,291  
|2010       | 12,436   | 53      | 12,489 
|Thereafter | 18,268   | --      | 18,268 
|           | $34,926  | $510    | $35,436



Note D - Transactions with Affiliated Parties



The Partnership 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 as compensation for providing property management services. The Partnership paid to such affiliates approximately $420,000 and $388,000, for the years ended December 31, 2005 and 2004, respectively, which are included in operating expense.



An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $656,000 and $637,000 for the years ended December 31, 2005 and 2004, respectively, which is included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the years ended December 31, 2005 and 2004 are fees related to construction management services provided by an affiliate of the General Partner of approximately $46,000 and $27,000, respectively.  At December 31, 2005, the Partnership owed approximately $1,266,000 for accountable administrative expenses, which is included in due to affiliates.



The General Partner advanced the Partnership approximately $38,000 and $621,000 during the years ended December 31, 2005 and 2004, respectively, for capital improvements at two of the Partnerships properties. Interest is charged at the prime rate plus 2% (9.25% at December 31, 2005). Interest expense was approximately $235,000 and $179,000 for the years ended December 31, 2005 and 2004, respectively. At December 31, 2005, approximately $3,239,000 in principal and accrued interest is included in due to affiliates. Subsequent to December 31, 2005 the General Partner
advanced the Partnership approximately $46,000 to help cover operations at one of the properties and repaid approximately $250,000 in accrued interest.



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, general liability 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, 2005 and 2004, the Partnership

was charged by AIMCO and its affiliates approximately $122,000 and $113,000, 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 549,864.35 limited partnership units (the "Units") in the Partnership representing 60.49% of the outstanding Units at December 31, 2005. 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.  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 60.49% 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 E  Investment Properties and Accumulated Depreciation



|                            |              |                |             |              
|--------------------------- | ------------ | -------------- | ----------- | -------------
|                            |              | Initial Cost   |            
|                            |              | To Partnership |            
|                            |              | (in thousands) |            
|                            |              |                | Buildings   | Net Costs    
|                            |              |                | and Related | Capitalized  
|                            |              |                | Personal    | Subsequent to
|Description                 | Encumbrances | Land           | Property    | Acquisition  
|                            |              |                |             |              
|                            |              |                |             |              
|Canyon Crest Apartments     | $ 3,154      | $ 1,242        | $ 4,158     | $   528      
|Highcrest Townhomes         | 5,876        | 3,660          | 8,540       | 669          
|Windemere Apartments        | 5,289        | 1,955          | 7,445       | 504          
|Glenbridge Manor Apartments | 20,607       | 4,335          | 24,269      | 1,975        
|                            |              |                |             |              
|                            | 34,926       |                |             |              
|Mortgage Premium            | 510          |                |             |              
|                            |              |                |             |              
|Totals                      | $35,436      | $11,192        | $44,412     | $3,676       



| |                               |             |  |             |         |      |            
| | ----------------------------- | ----------- |  | ----------- | ------- | ---- | -----------
| | Gross Amount At Which Carried |             |  |             |        
| | At December 31, 2005          |             |  |             |        
| | (in thousands)                |             |  |             |        
| |                               |             |  |             |         |      |            
| |                               | Buildings   |  |             |         |      |            
| |                               | And Related |  |             |         |      |            
| |                               | Personal    |  | Accumulated | Date of | Date | Depreciable

|Description          | Land    | Properties | Total   | Depreciation | Construction | Acquired | Life-Years
|-------------------- | ------- | ---------- | ------- | ------------ | ------------ | -------- | ----------
|                     |         |            |         |              |              |          |           
|Canyon Crest Apts    | $ 1,242 | $ 4,686    | $ 5,928 | $   682      | 1966         | 08/22/02 | 5-30      
|Highcrest Townhomes  | 3,660   | 9,209      | 12,869  | 1,972        | 1968         | 08/22/02 | 5-30      
|Windemere Apartments | 1,955   | 7,949      | 9,904   | 1,097        | 1982         | 08/28/02 | 5-30      
|Glenbridge Manor     |         |            |         |              |              |          |           
|Apartments           | 4,297   | 26,282     | 30,579  | 2,674        | 2003         | 09/01/03 | 5-30      
|                     |         |            |         |              |              |          |           
|Totals               | $11,154 | $48,126    | $59,280 | $6,425       |              |          |           



Reconciliation of "Investment Properties and Accumulated Depreciation":



|                             |                          |        
|---------------------------- | ------------------------ | -------
|                             | Years Ended December 31,
|                             | 2005                     | 2004   
|                             | (in thousands)          
|Investment Properties        |                          |        
|Balance at beginning of year | $58,646                  | $57,757
|Property improvements        | 672                      | 889    
|Disposition of assets        | (38)                     | --     
|Balance at end of year       | $59,280                  | $58,646
|                             |                          |        
|Accumulated Depreciation     |                          |        
|Balance at beginning of year | $ 4,003                  | $ 1,681
|Additions charged to expense | 2,422                    | 2,322  
|Balance at end of year       | $6,425                   | $4,003 



The aggregate cost of the investment properties for Federal income tax purposes at December 31, 2005 and 2004 is approximately $59,280,000 and $58,618,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2005 and 2004 is approximately $6,968,000 and $4,356,000, respectively.



Note F - Investment in Affiliated Partnerships



The Partnership has investments in the following affiliated partnerships:



|                     |                   |            |                  
|-------------------- | ----------------- | ---------- | -----------------
|                     |                   |            | Investment       
|                     |                   | Ownership  | Balance At       
|Partnership          | Type of Ownership | Percentage | December 31, 2005
|                     |                   |            | (in thousands)   
|Consolidated Capital | Special Limited   |            |                  
|Growth Fund          | Partner           | 0.40%      | $   12           
|Consolidated Capital | Special Limited   |            |                  
|Properties III       | Partner           | 1.86%      | 18               
|Consolidated Capital | Special Limited   |            |                  
|Properties IV        | Partner           | 1.86%      | 610              
|                     |                   |            | $640             



These investments were assumed during the foreclosure of investment properties from CCEP/2 and are accounted for on the equity method of accounting. Distributions from the affiliated partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying statements of operations.  During the years ended December 31, 2005 and 2004, the Partnership recognized equity in income from the operating results of the investments of approximately $16,000 and $22,000, respectively.



Note G - 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 and Federal taxable loss for the years ended December 31, 2005 and 2004 (in thousands, except per unit data):



|                                 |          |         
|-------------------------------- | -------- | --------
|                                 | 2005     | 2004    
|                                 |          |         
|Net loss as reported             | $(1,470) | $(1,744)
|Add (deduct):                    |          |         
|Depreciation differences         | (190)    | 70      
|Change in prepaid rental         | (18)     | (39)    
|Other                            | (138)    | 3       
|                                 |          |         
|Federal taxable loss             | $(1,816) | $(1,710)
|                                 |          |         
|Federal taxable loss per limited |          |         
|partnership unit                 | $(1.98)  | $(1.86) 



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



|                         |        
|------------------------ | -------
|Net assets as reported   | $12,908
|Buildings and land       | --     
|Accumulated depreciation | (543)  
|Syndication fees         | 25,796 
|Other                    | 2,358  
|Net assets - tax basis   | $40,519



Note H - 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 I  Sale of Land



On August 22, 2005, the Partnership sold a portion of the land from Glenbridge Manor Apartments to the county of Hamilton, Ohio, for gross proceeds of approximately $38,000.



Note J  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, these reimbursements of accountable administrative expenses were based on estimated amounts. During the fourth quarter of 2004, the Partnership recorded adjustments to management reimbursements to the General Partner of approximately $181,000 due to a difference in the estimated costs and the actual costs incurred.  The actual management reimbursements to the General Partner for the year ended December 31, 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.



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 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. 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 May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



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.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and has ordered additional briefing from the parties and Objector.



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.



AIMCO Properties L.P. and NHP Management Company, both affiliates of the General Partner, are defendants in a lawsuit alleging that they willfully violated the Fair Labor Standards Act (FLSA) by failing to pay maintenance workers overtime for all hours worked in excess of forty per week. The complaint, filed in the United States District Court for the District of Columbia, attempts to bring a collective action under the FLSA and seeks to certify state subclasses in California, Maryland, and the District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call". Additionally, the complaint alleges AIMCO Properties L.P. and NHP Management Company failed to comply with the FLSA in compensating maintenance workers for time that they worked in excess of 40 hours in a week.
In June 2005 the Court conditionally certified the collective action on both the on-call and overtime issues, which allows the plaintiffs to provide notice of the collective action to all non-exempt maintenance workers from August 7, 2000 through the present.  Notices have been sent out to all current and former hourly maintenance workers. The opt-in period has not yet closed. Defendants will have the opportunity to opt-in to the collective action, and AIMCO Properties, L.P. and NHP Management Company  will have the opportunity to move to decertify the collective action.  Because the court denied plaintiffs motion to certify state subclasses, on September 26, 2005, the plaintiffs filed a class action with the same allegations in the Superior Court of California (Contra Costa County) and on November 5, 2005 in Montgomery County Maryland Circuit Court.  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 consolidated 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 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, and potential fines or penalties imposed by such agencies in connection therewith, 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, operation and management 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 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



On December 19, 2005, AIMCO announced that the Central Regional Office of the Securities and Exchange Commission (the Commission) has informed AIMCO that its investigation has been recommended for termination and no enforcement action has been recommended to the Commission regarding AIMCO.



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 and procedures are effective.



(b)

Internal Control Over Financial Reporting. There have not been any changes in the Partnerships internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



Item 8b.

Other Information



None.



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       | 46  | Director and Senior Vice President        
|Harry G. Alcock      | 43  | Director and Executive Vice President     
|Miles Cortez         | 62  | Executive Vice President, General Counsel 
|                     |     | and Secretary                             
|Patti K. Fielding    | 42  | Executive Vice President                  
|Thomas M. Herzog     | 43  | Executive Vice President and Chief        
|                     |     | Financial Officer                         
|Robert Y. Walker, IV | 40  | Senior Vice President and Chief Accounting
|                     |     | Officer                                   
|Stephen B. Waters    | 44  | 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.  Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as a Senior Vice President from October 1997 to October 1999.



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.



Thomas M. Herzog was appointed Chief Financial Officer of the General Partner and AIMCO in November 2005 and was appointed Executive Vice President of the General Partner and AIMCO in July 2005.  In January 2004, Mr. Herzog joined AIMCO as Senior Vice President and Chief Accounting Officer and of the Corporate General Partner in February 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 to 2000.



Robert Y. Walker, IV was appointed Senior Vice President of the General Partner and AIMCO in August 2005 and became the Chief Accounting Officer of the General Partner and AIMCO in November 2005.  From June 2002, until he joined AIMCO, Mr. Walker served as senior vice president and chief financial officer at Miller Global
Properties, LLC, a Denver-based private equity, real estate fund manager.  From May 1997 to June 2002, Mr. Walker was employed by GE Capital Real Estate, serving as global controller from May 2000 to June 2002.



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 responsibility for 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 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, 2005:



|                             |                 |           
|---------------------------- | --------------- | ----------
|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)      | 296,368.55      | 32.60%    
|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.



Item 12.

Certain Relationships and Related Transactions



The Partnership 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 $420,000 and $388,000, for the years ended December 31, 2005 and 2004, respectively, which are included in operating expense.



An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $656,000 and $637,000 for the years ended December 31, 2005 and 2004, respectively, which is included in general and administrative expenses and investment properties. The portion of these reimbursements included in investment properties for the years ended December 31, 2005 and 2004 are fees related to construction management services provided by an affiliate of the General Partner of approximately $46,000 and $27,000, respectively.  At December 31, 2005, the Partnership owed approximately $1,266,000 for accountable administrative expenses, which is included in due to affiliates on the balance sheet included in Item 7. Financial Statements.



The General Partner advanced the Partnership approximately $38,000 and $621,000 during the years ended December 31, 2005 and 2004, respectively, for capital improvements at two of the Partnerships properties. Interest is charged at the prime rate plus 2% (9.25% at December 31, 2005). Interest expense was approximately $235,000 and $179,000 for the years ended December 31, 2005 and 2004, respectively. At December 31, 2005, approximately $3,239,000 in principal and accrued interest is included in due to affiliates on the balance sheet included in Item 7. Financial Statements. Subsequent to December 31, 2005 the General Partner advanced the Partnership approximately $46,000 to help cover operations at one of the properties and repaid approximately $250,000 in accrued interest.



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, general liability 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, 2005 and 2004, the Partnership was charged by AIMCO and its affiliates approximately $122,000 and $113,000, 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 549,864.35 limited partnership units (the "Units") in the Partnership representing 60.49% of the outstanding Units at December 31, 2005. 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.  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 60.49% 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.



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 2006.  The aggregate fees billed for services rendered by Ernst & Young LLP for 2005 and 2004 are described below.



Audit Fees.  Fees for audit services totaled approximately $47,000 and $50,000 for 2005 and 2004, 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 $17,000 and $8,000 for 2005 and 2004, respectively.



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: March 28, 2006                           



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: March 28, 2006
|Harry G. Alcock      | Vice President         |                     
|                     |                        |                     
|/s/Martha L. Long    | Director and Senior    | Date: March 28, 2006
|Martha L. Long       | Vice President         |                     
|                     |                        |                     
|/s/Stephen B. Waters | Vice President         | Date: March 28, 2006
|Stephen B. Waters    |                        |                     



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, 2005).



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 of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



Exhibit 31.1

CERTIFICATION

I, Martha L. Long, certify that:

1.

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

2.

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



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the 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: March 28, 2006

/s/Martha L. Long

Martha L. Long

Senior Vice President of ConCap Equities, Inc., equivalent of the chief executive officer of the Partnership



Exhibit 31.2

CERTIFICATION

I, Stephen B. Waters, certify that:

1.

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

2.

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



3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the 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: March 28, 2006

/s/Stephen B. Waters

Stephen B. Waters

Vice President of ConCap Equities, Inc., equivalent of the chief financial officer of the Partnership



Exhibit 32.1





Certification of CEO and CFO

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002







In connection with the Annual Report on Form 10-KSB of Consolidated Capital Institutional Properties/2 (the "Partnership"), for the fiscal year ended December 31, 2005 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: March 28, 2006   
| |                        
| | /s/Stephen B. Waters   
| | Name: Stephen B. Waters
| | Date: March 28, 2006   





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.