United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   Form 10-QSB

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

               For the quarterly period ended March 31, 2004


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


            For the transition period from _________to _________

                         Commission file number 0-14187


              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
           (Exact name of registrant as specified in its charter)



              California                                        94-2940208
    (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)

                                 (864) 239-1000
                         (Registrant's telephone number)

<PAGE>

                         PART I - FINANCIAL INFORMATION


Item 1.     Financial Statements



              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

                                  BALANCE SHEET
                                   (Unaudited)
                        (in thousands, except unit data)

                                 March 31, 2004
<TABLE>
<CAPTION>

Assets
<S>                                                                        <C>
   Cash and cash equivalents                                               $ 416
   Receivables and deposits                                                   359
   Restricted escrows                                                         306
   Other assets                                                             1,416
   Investment properties:
      Land                                               $ 8,641
      Buildings and related personal property              51,765
                                                           60,406
      Less accumulated depreciation                       (29,334)         31,072
                                                                         $ 33,569
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                        $ 330
   Tenant security deposit liabilities                                        297
   Due to affiliates (Note B)                                                 640
   Accrued property taxes                                                     281
   Other liabilities                                                          536
   Mortgage notes payable                                                  45,343

Partners' Deficit
   General partner                                        $ (980)
   Limited partners (383,033 units outstanding)           (12,878)        (13,858)
                                                                         $ 33,569



               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

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

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                                                       March 31,
                                                              2004            2003
Revenues:
<S>                                                          <C>             <C>
  Rental income                                              $ 2,553         $ 2,724
  Other income                                                   340             369
      Total revenues                                           2,893           3,093

Expenses:
  Operating                                                    1,307           1,305
  General and administrative                                     166             146
  Depreciation                                                   764             754
  Interest                                                       870             876
  Property taxes                                                 209             229
      Total expenses                                           3,316           3,310

Net loss                                                     $ (423)         $ (217)

Net loss allocated to general partner (1%)                        (4)             (2)
Net loss allocated to limited partners (99%)                    (419)           (215)
                                                             $ (423)         $ (217)

Net loss per limited partnership unit                        $ (1.09)        $ (0.56)

Distributions per limited partnership unit                    $ --           $ 0.66

               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

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

<TABLE>
<CAPTION>

                                      Limited
                                    Partnership     General     Limited
                                       Units        Partner     Partners      Total

<S>                                   <C>             <C>       <C>         <C>
Original capital contributions        383,033         $ 1       $ 95,758    $ 95,759

Partners' deficit at
   December 31, 2003                  383,033       $ (976)     $(12,459)   $(13,435)

Net loss for the three months
   ended March 31, 2004                    --            (4)        (419)       (423)

Partners' deficit at
   March 31, 2004                     383,033       $ (980)     $(12,878)   $(13,858)


               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>
              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

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

                                                                  Three Months Ended
                                                                       March 31,
                                                                    2004        2003
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net loss                                                        $ (423)     $ (217)
  Adjustments to reconcile net loss to net cash provided by
   operating activities:
      Depreciation                                                    764         754
      Amortization of loan costs                                       29          29
      Change in accounts:
        Receivables and deposits                                       --          99
        Other assets                                                 (226)        (37)
        Accounts payable                                              100          37
        Tenant security deposit liabilities                           (12)         (2)
        Accrued property taxes                                         93          96
        Due to affiliates                                             135          --
        Other liabilities                                             (73)        144
         Net cash provided by operating activities                    387         903

Cash flows from investing activities:
  Property improvements and replacements                             (239)       (262)
  Net deposits to restricted escrows                                  (89)        (15)
         Net cash used in investing activities                       (328)       (277)

Cash flows from financing activities:
  Payments on mortgage notes payable                                 (242)       (225)
  Distributions to partners                                            --        (255)
         Net cash used in financing activities                       (242)       (480)

Net (decrease) increase in cash and cash equivalents                 (183)        146
Cash and cash equivalents at beginning of period                      599         713

Cash and cash equivalents at end of period                         $ 416       $ 859

Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 836       $ 872
Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts payable       $ 26        $ --

At December  31,  2003,  accounts  payable  included  approximately  $58,000 for
property   improvements  and  replacements,   which  are  included  in  property
improvements and replacements for the three months ended March 31, 2004.

               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The  accompanying   unaudited  financial   statements  of  Consolidated  Capital
Institutional   Properties/3  (the  "Partnership"  or  "Registrant")  have  been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-QSB and Item 310(b)
of Regulation S-B.  Accordingly,  they do not include all of the information and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the opinion of ConCap  Equities,  Inc.  (the "General
Partner"),  which is wholly owned by Apartment Investment and Management Company
("AIMCO"),  a publicly  traded real estate  investment  trust,  all  adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three month period
ended March 31, 2004, are not necessarily  indicative of the results that may be
expected for the fiscal year ending December 31, 2004. For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Partnership's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 2003.

Note B - Transactions with Affiliated Parties

The  Partnership has no employees and is dependent on the General Partner and/or
its  affiliates  for  the  management  and  administration  of  all  Partnership
activities. The limited partnership agreement ("Partnership Agreement") provides
for  payments  to  affiliates  for  property  management  services  based  on  a
percentage of revenue. The Partnership Agreement also provides for reimbursement
to the General  Partner and its affiliates for costs incurred in connection with
the administration of Partnership activities.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from all of the Partnership's  properties as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$144,000  and  $152,000  for the three  months  ended  March 31,  2004 and 2003,
respectively, which is included in operating expense.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $141,000 and $129,000 for the
three months ended March 31, 2004 and 2003,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate  of the General  Partner of  approximately  $7,000 and $13,000 for the
three  months  ended March 31,  2004 and 2003,  respectively.  The  construction
management  fees are calculated  based on a percentage of current year additions
to investment  properties.  At March 31, 2004,  approximately  $352,000 of these
expenses  are  payable  to  the  General  Partner  and  are  included  in due to
affiliates.

During the year ended  December  31,  2003,  the General  Partner  advanced  the
Partnership funds to cover expenses related to operations at Tamarac Village and
Lamplighter Park Apartments totaling approximately $283,000. Interest is charged
at prime plus 2% (6.0% at March 31, 2004).  Interest  expense on these  advances
was  approximately  $4,000 for the three months  ended March 31,  2004.  No such
advances were made during the three months ended March 31, 2004.  Total advances
and accrued interest of  approximately  $288,000 remain unpaid at March 31, 2004
and are included in due to affiliates.

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner.  During  2004,  the  Partnership  anticipates  its cost  for  insurance
coverage and fees associated with policy claims administration provided by AIMCO
and its affiliates will be  approximately  $96,000.  The Partnership was charged
approximately $146,000 for 2003.

Note C - Subsequent Event

Subsequent to March 31, 2004, the General  Partner  advanced to the  Partnership
approximately  $191,000 to cover  expenses  related to  operations  at Cedar Rim
Apartments. Interest will be charged at prime plus 2%.

Note D - 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 (the "Heller  action") was filed against the same  defendants that are
named in the Nuanes action,  captioned Heller v. Insignia Financial Group. On or
about August 6, 2001,  plaintiffs  filed a first amended  complaint.  The Heller
action was brought as a purported  derivative  action,  and asserted claims for,
among other things,  breach of fiduciary duty, unfair  competition,  conversion,
unjust enrichment, and judicial dissolution.

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  On April 23, 2004, the General Partner and
its  affiliates  filed a response  brief in support  of the  settlement  and the
judgment  thereto.  Plaintiffs  have  also  filed  a  brief  in  support  of the
settlement.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours worked in excess of forty per week. On March 5, 2004  Plaintiffs  filed an
amended complaint also naming NHP Management Company, which is also an affiliate
of the General Partner. The Complaint is styled as a Collective Action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call".  Additionally,  the Complaint  alleges  AIMCO  Properties  L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while  "on-call".  The Defendants have filed
an  answer  to  the  Amended  Complaint  denying  the  substantive  allegations.
Discovery is currently underway.

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

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

Pursuant to a formal order of investigation received by AIMCO on March 29, 2004,
the  Central  Regional  Office of the  United  States  Securities  and  Exchange
Commission is conducting an  investigation  relating to certain  matters.  AIMCO
believes the areas of investigation  include AIMCO's  miscalculated  monthly net
rental  income  figures in third  quarter 2003,  forecasted  guidance,  accounts
payable,  rent concessions,  vendor rebates,  and capitalization of expenses and
payroll.  AIMCO is cooperating  fully.  AIMCO does not believe that the ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition  or results of  operations  taken as a whole.  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 taken
as a whole.

Item 2.     Management's Discussion and Analysis or Plan of Operation

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.

The  Partnership's  investment  properties at March 31, 2004  consisted of seven
apartment complexes. The following table sets forth the average occupancy of the
properties for each of the three month periods ended March 31, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Cedar Rim Apartments (1)                      85%        74%
        New Castle, Washington
      Hidden Cove by the Lake Apartments (2)        91%        97%
        Belleville, Michigan
      Lamplighter Park Apartments                   92%        92%
        Bellevue, Washington
      Park Capital Apartments (1)                   96%        91%
        Salt Lake City, Utah
      Sandpiper I and II Apartments                 95%        94%
        St. Petersburg, Florida
      Tamarac Village Apartments (2)                76%        86%
        Denver, Colorado
      Williamsburg Manor Apartments (3)             97%        93%
        Cary, North Carolina

(1)   The General Partner  attributes the increase in occupancy at Cedar Rim and
      Park Capital Apartments to an improved economy in the local market.

(2)   The General Partner attributes the decrease in occupancy at Hidden Cove by
      the Lake and Tamarac Village Apartments to stricter  applicant  acceptance
      standards.

(3)   The General  Partner  attributes the increase in occupancy at Williamsburg
      Manor  Apartments  to increased  marketing  efforts by the local  property
      management.

The  Partnership's  financial  results  are  dependent  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  business  plan of the  Partnership,  the General  Partner  monitors the
rental market  environment  of each of its  investment  properties to assess the
feasibility of increasing rents,  maintaining or increasing occupancy levels and
protecting the Partnership from increases in expenses. 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 which are outside the control
of the Partnership  such as the local economic climate and weather can adversely
or positively impact the Partnership's financial results.

Results of Operations

The  Partnership  realized a net loss of  approximately  $423,000  for the three
months ended March 31, 2004 compared to a net loss of approximately $217,000 for
the three months  ended March 31,  2003.  The increase in net loss for the three
months ended March 31, 2004 is primarily due to a decrease in total revenues and
a slight increase in total expenses.

Total  revenues  decreased  for the three  months  ended  March 31,  2004 due to
decreases  in both  rental and other  income.  Rental  income  decreased  due to
decreases in occupancy at Tamarac Village and Hidden Cove by the Lake Apartments
and decreases in average rental rates at Williamsburg  Manor,  Tamarac  Village,
Park Capital,  Cedar Rim, and Lamplighter Park  Apartments,  partially offset by
increases in occupancy at Williamsburg  Manor, Park Capital,  Sandpiper I and II
and Cedar Rim  Apartments,  increases in average  rental rates at Hidden Cove by
the Lake and Sandpiper I and II  Apartments  and a decrease in bad debt expense,
primarily  at  Tamarac  Village  Apartments.  Other  income  decreased  due to a
decrease in late charges at Lamplighter Park and Tamarac Village  Apartments and
a decrease in lease cancellation fees at Tamarac Village  Apartments,  partially
offset by an increase in utility reimbursements at Tamarac Village Apartments.

Total  expenses  increased  for the three  months  ended  March 31,  2004 due to
increases in depreciation  and general and  administrative  expenses,  partially
offset by a decrease in property tax expense. Depreciation expense increased due
to  property  improvements  and  replacements  completed  during the past twelve
months,   primarily  at  Lamplighter  Park  Apartments,   which  are  now  being
depreciated.  Property tax expense decreased  primarily due to a decrease in the
assessed value of Tamarac Village Apartments.

General and administrative  expenses increased  primarily due to increased costs
of  services  included  in the  management  reimbursements  paid to the  General
Partner as allowed under the Partnership Agreement. Also included in general and
administrative  expenses  at both March 31,  2004 and 2003 are costs  associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit required by the Partnership Agreement.

Liquidity and Capital Resources

At March 31, 2004 the Partnership had cash and cash equivalents of approximately
$416,000  compared to  approximately  $859,000 at March 31, 2003.  Cash and cash
equivalents  decreased  approximately  $183,000  since  December 31, 2003 due to
approximately  $328,000  and $242,000 of cash used in  investing  and  financing
activities,  respectively,  partially offset by  approximately  $387,000 of cash
provided by operating activities. Cash used in investing activities consisted of
property  improvements  and  replacements  and deposits into restricted  escrows
maintained by the mortgage lenders.  Cash used in financing activities consisted
of principal payments on the mortgages encumbering the Partnership's properties.
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 and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including increased legal and audit fees. Capital  improvements planned for each
of the Partnership's properties are detailed below.

Cedar Rim Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately   $41,000  of  capital   improvements  at  Cedar  Rim  Apartments,
consisting primarily of floor covering and appliance replacements and structural
improvements.  These improvements were funded from the property's operating cash
flow. The Partnership  evaluates the capital  improvement  needs of the property
during the year and  currently  expects to  complete  an  additional  $16,000 in
capital   improvements   during  the  remainder  of  2004.   Additional  capital
improvements may be considered and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

Hidden Cove by the Lake Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $11,000  of  capital  improvements  at  Hidden  Cove by the  Lake
Apartments, consisting primarily of heating unit and floor covering replacements
and major  landscaping.  These  improvements  were  funded  from the  property's
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$55,000 in capital improvements during the remainder of 2004. Additional capital
improvements may be considered and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

Lamplighter Park Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $25,000 of capital  improvements at Lamplighter  Park Apartments,
consisting primarily of electrical and fire equipment upgrades and appliance and
floor covering replacements.  These improvements were funded from the property's
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$71,000 in capital improvements during the remainder of 2004. Additional capital
improvements may be considered and will depend on the physical  condition of the
property as well as the anticipated cash flow generated by the property.

Park Capital Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $8,000  of  capital  improvements  at  Park  Capital  Apartments,
consisting  primarily of floor covering  replacements.  These  improvements were
funded from the property's  operating cash flow. The  Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $66,000 in capital  improvements  during the remainder
of 2004.  Additional  capital  improvements may be considered and will depend on
the  physical  condition of the  property as well as the  anticipated  cash flow
generated by the property.

Tamarac Village Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $71,000 of capital  improvements at Tamarac  Village  Apartments,
consisting primarily of floor covering replacements, heating upgrades and ground
lighting  improvements.  These  improvements  were  funded  from the  property's
operating cash flow. The Partnership  evaluates the capital improvement needs of
the property  during the year and  currently  expects to complete an  additional
$239,000  in capital  improvements  during  the  remainder  of 2004.  Additional
capital improvements may be considered and will depend on the physical condition
of the property as well as the anticipated cash flow generated by the property.

Williamsburg Manor Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $12,000 of capital improvements at Williamsburg Manor Apartments,
consisting  primarily of floor covering  replacements.  These  improvements were
funded from the property's  operating cash flow. The  Partnership  evaluates the
capital  improvement needs of the property during the year and currently expects
to complete an additional $89,000 in capital  improvements  during the remainder
of 2004.  Additional  capital  improvements may be considered and will depend on
the physical  condition of the property as well as replacement  reserves and the
anticipated cash flow generated by the property.

Sandpiper I and II Apartments

During  the  three  months  ended  March 31,  2004,  the  Partnership  completed
approximately  $39,000 of capital improvements at Sandpiper I and II Apartments,
consisting  primarily  of  floor  covering  and  cabinet   replacements.   These
improvements   were  funded  from  the  property's   operating  cash  flow.  The
Partnership  evaluates the capital  improvement needs of the property during the
year and  currently  expects  to  complete  an  additional  $113,000  in capital
improvements during the remainder of 2004.  Additional capital  improvements may
be considered and will depend on the physical  condition of the property as well
as replacement reserves and the anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are required, the Partnership's distributable cash flow, if
any, may be adversely affected.

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  the   Partnership's   properties  of   approximately
$45,343,000  has maturity  dates ranging from December 2005 to October 2021. The
mortgage  indebtedness  encumbering  Tamarac  Village,  Hidden Cove by the Lake,
Lamplighter Park and Cedar Rim Apartments of approximately  $34,518,000 requires
monthly  payments  until the loans mature  between July 2021 and October 2021 at
which  time  the  loans  are  scheduled  to be  fully  amortized.  The  mortgage
indebtedness encumbering Williamsburg Manor, Sandpiper I and II and Park Capital
Apartments of approximately $10,825,000 requires interest only payments, matures
in December 2005 and has balloon payments totaling approximately $10,825,000 due
at maturity.  The General  Partner will attempt to refinance  such  indebtedness
and/or sell the  properties  prior to such  maturity  dates.  If the  investment
properties cannot be refinanced or sold for a sufficient amount, the Partnership
may risk losing such properties through foreclosure.

The Partnership  distributed the following amounts during the three months ended
March 31, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                     Three Months     Per Limited      Three Months     Per Limited
                        Ended         Partnership         Ended         Partnership
                    March 31, 2004        Unit        March 31, 2003        Unit

<S>                      <C>              <C>             <C>              <C>
Operations               $ --             $ --            $ 255            $ 0.66
</TABLE>

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

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 213,583.8 limited partnership units
(the "Units") in the Partnership representing 55.76% of the outstanding Units at
March 31, 2004. A number of these Units were acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will acquire  additional Units in exchange for cash or a combination of cash and
units in AIMCO  Properties,  L.P., the operating  partnership  of AIMCO,  either
through  private  purchases  or  tender  offers.  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 55.76% 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

The financial  statements are prepared in accordance with accounting  principles
generally  accepted in the United States which require the  Partnership  to make
estimates and  assumptions.  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  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

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

Revenue Recognition

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

Item 3.     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
fiscal quarter to which this report relates that have  materially  affected,  or
are reasonably likely to materially affect,  the Partnership's  internal control
over financial reporting.


                           PART II - OTHER INFORMATION



Item 1.     Legal Proceedings

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

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

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

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal.  On April 23, 2004, the General Partner and
its  affiliates  filed a response  brief in support  of the  settlement  and the
judgment  thereto.  Plaintiffs  have  also  filed  a  brief  in  support  of the
settlement.  Objector is  scheduled  to file a reply brief no later than May 13,
2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours worked in excess of forty per week. On March 5, 2004  Plaintiffs  filed an
amended complaint also naming NHP Management Company, which is also an affiliate
of the General Partner. The Complaint is styled as a Collective Action under the
FLSA and seeks to certify state  subclasses  in  California,  Maryland,  and the
District of Columbia. Specifically, the plaintiffs contend that AIMCO Properties
L.P. failed to compensate  maintenance  workers for time that they were required
to be "on-call".  Additionally,  the Complaint  alleges  AIMCO  Properties  L.P.
failed to comply with the FLSA in compensating maintenance workers for time that
they worked in responding to a call while  "on-call".  The Defendants have filed
an  answer  to  the  Amended  Complaint  denying  the  substantive  allegations.
Discovery is currently underway.

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

Item 6.     Exhibits and Reports on Form 8-K

      a) Exhibits:

            Exhibit 3.1, Certificate of Limited Partnership,  as amended to date
            (Exhibit 3 to the Registrant's  Annual Report on Form 10-KSB for the
            year ended December 31, 2002, is incorporated herein by reference).

            Exhibit  3.2,  Agreement  of Limited  Partnership,  incorporated  by
            reference to Exhibit 3 to the Partnership's  Registration  Statement
            on  Amendment 1 on Form S-11 (Reg.  No.  2-97664)  filed on July 17,
            1985.

            Exhibit 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.

            Exhibit 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.

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

      b) Reports on Form 8-K filed during the quarter ended March 31, 2004:

            None.


<PAGE>


                                   SIGNATURES



Pursuant to the requirements of the Exchange Act, the registrant has duly caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    CONSOLIDATED    CAPITAL    INSTITUTIONAL
                                    PROPERTIES/3


                                    By:   CONCAP EQUITIES, INC.
                                          Its General Partner


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


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


                                    Date: May 13, 2004



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have  reviewed  this  quarterly  report on Form  10-QSB of  Consolidated
      Capital Institutional Properties/3;

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

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

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

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

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

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

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

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

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

Date:  May 13, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


1.    I have  reviewed  this  quarterly  report on Form  10-QSB of  Consolidated
      Capital Institutional Properties/3;

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

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

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

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

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

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

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

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

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

Date:  May 13, 2004

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


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Consolidated  Capital
Institutional  Properties/3 (the "Partnership"),  for the quarterly period ended
March 31, 2004 as filed with the Securities and Exchange  Commission on the date
hereof (the "Report"),  Martha L. Long, as the equivalent of the Chief Executive
Officer of the Partnership, and Thomas M. Herzog, as the equivalent of the Chief
Financial  Officer of the  Partnership,  each hereby  certifies,  pursuant to 18
U.S.C.  Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  May 13, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 13, 2004


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