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

                                   Form 10-QSB

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

                For the quarterly period ended June 30, 2004


[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT


            For the transition period from _________to _________

                         Commission file number 0-14187


              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
     (Exact name of small business issuer 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)


Check  whether the issuer (i) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes  X   No ___


<PAGE>



                         PART I - FINANCIAL INFORMATION


Item 1.     Financial Statements



              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

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

                                  June 30, 2004

<TABLE>
<CAPTION>

Assets
<S>                                                                        <C>
   Cash and cash equivalents                                               $ 445
   Receivables and deposits                                                   488
   Restricted escrows                                                         211
   Other assets                                                             1,428
   Investment properties:
      Land                                               $ 8,641
      Buildings and related personal property              52,196
                                                           60,837
      Less accumulated depreciation                       (30,108)         30,729
                                                                         $ 33,301
Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                        $ 385
   Tenant security deposit liabilities                                        299
   Due to affiliates (Note B)                                               1,090
   Accrued property taxes                                                     322
   Other liabilities                                                          588
   Mortgage notes payable                                                  45,089

Partners' Deficit
   General partner                                        $ (986)
   Limited partners (383,033 units outstanding)           (13,486)        (14,472)
                                                                         $ 33,301

               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>

                                              For the Three Months      For the Six Months
                                                 Ended June 30,           Ended June 30,
                                               2004         2003         2004        2003
Revenues:
<S>                                          <C>          <C>          <C>          <C>
  Rental income                              $ 2,577      $ 2,601      $ 5,130      $ 5,325
  Other income                                   339          310          679          679
      Total revenues                           2,916        2,911        5,809        6,004

Expenses:
  Operating                                    1,484        1,228        2,791        2,533
  General and administrative                     169          132          335          278
  Depreciation                                   774          769        1,538        1,523
  Interest                                       867          872        1,737        1,748
  Property taxes                                 236          220          445          449
      Total expenses                           3,530        3,221        6,846        6,531

Net loss                                      $ (614)      $ (310)     $(1,037)     $ (527)

Net loss allocated to general partner
  (1%)                                         $ (6)        $ (3)       $ (10)       $ (5)
Net loss allocated to limited partners
  (99%)                                         (608)        (307)      (1,027)        (522)

                                              $ (614)      $ (310)     $(1,037)     $ (527)

Net loss per limited partnership unit        $ (1.59)     $ (0.80)     $ (2.68)     $ (1.36)

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 six months
   ended June 30, 2004                     --           (10)      (1,027)     (1,037)

Partners' deficit at
   June 30, 2004                      383,033       $ (986)     $(13,486)   $(14,472)


               See Accompanying Notes to Financial Statements

</TABLE>

<PAGE>

              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

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

                                                                   Six Months Ended
                                                                        June 30,
                                                                    2004        2003
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net loss                                                        $(1,037)    $ (527)
  Adjustments to reconcile net loss to net cash provided by
   operating activities:
     Depreciation                                                   1,538       1,523
     Amortization of loan costs                                        59          58
     Change in accounts:
      Receivables and deposits                                       (129)        (30)
      Other assets                                                   (268)       (149)
      Accounts payable                                                 57          38
      Tenant security deposit liabilities                             (10)         12
      Accrued property taxes                                          134         130
      Due to affiliates                                               280          --
      Other liabilities                                               (21)        117
         Net cash provided by operating activities                    603       1,172

Cash flows from investing activities:
  Property improvements and replacements                             (572)       (490)
  Net receipts from restricted escrows                                  6          18
         Net cash used in investing activities                       (566)       (472)

Cash flows from financing activities:
  Payment of mortgage notes payable                                  (496)       (454)
  Distributions to partners                                            --        (255)
  Advances from affiliates                                            305          --
         Net cash used in financing activities                       (191)       (709)

Net decrease in cash and cash equivalents                            (154)         (9)

Cash and cash equivalents at beginning of period                      599         713

Cash and cash equivalents at end of period                         $ 445       $ 704

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 1,701     $ 1,692

Supplemental disclosure of non-cash activity:
  Property improvements and replacements in accounts payable       $ 124       $ 30

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 six months ended June 30, 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 and six month
periods ended June 30, 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
$285,000  and  $290,000  for the six  months  ended  June  30,  2004  and  2003,
respectively, which is included in operating expense.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $283,000 and $212,000 for the
six months  ended June 30,  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 $9,000 and $13,000 for the six
months ended June 30, 2004 and 2003,  respectively.  The construction management
fees  are  calculated  based  on a  percentage  of  current  year  additions  to
investment  properties.  At June  30,  2004,  approximately  $491,000  of  these
expenses  are  payable  to  the  General  Partner  and  are  included  in due to
affiliates.

During the six months  ended June 30,  2004,  the General  Partner  advanced the
Partnership  funds to cover  expenses  related  to  operations  at Cedar Rim and
Lamplighter Park totaling approximately  $305,000.  Interest is charged at prime
plus  2% (6%  on  June  30,  2004).  Interest  expense  on  these  advances  was
approximately  $11,000 for the six months ended June 30, 2004.  No such advances
were made during the six months ended June 30, 2003.  Total advances and accrued
interest  of  approximately  $599,000  remain  unpaid  at June 30,  2004 and are
included in due to affiliates (see Note C).

The  Partnership  insures its properties up to certain  limits through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability. The Partnership insures its properties above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner. During the six months ended June 30, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates  approximately  $96,000  and  $146,000,
respectively,   for  insurance   coverage  and  fees   associated   with  claims
administration.

Note C - Subsequent Event

Subsequent to June 30, 2004,  the General  Partner  advanced to the  Partnership
approximately  $294,000  to cover  expenses  related  to  operations  at Tamarac
Village 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.  On June 4, 2004,  Objector filed a reply to
the briefs submitted by the General Partner and Plaintiffs.  No hearing has been
scheduled in the matter.

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

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.  Some
discovery has taken place and  settlement  negotiations  continue.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that the ultimate  outcome will have a material  adverse effect on its financial
condition  or results of  operations  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.

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.

As  previously  disclosed,  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 June 30, 2004  consisted of seven
apartment complexes. The following table sets forth the average occupancy of the
properties for each of the six month periods ended June 30, 2004 and 2003:

                                                   Average Occupancy
      Property                                      2004       2003

      Cedar Rim Apartments (1)                      86%        79%
        New Castle, Washington
      Hidden Cove by the Lake Apartments (2)        92%        97%
        Belleville, Michigan
      Lamplighter Park Apartments                   90%        89%
        Bellevue, Washington
      Park Capital Apartments (1)                   96%        93%
        Salt Lake City, Utah
      Sandpiper I and II Apartments                 94%        94%
        St. Petersburg, Florida
      Tamarac Village Apartments (2)                78%        87%
        Denver, Colorado
      Williamsburg Manor Apartments (3)             95%        92%
        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 and rental rate reductions.

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 $614,000 and $1,037,000 for
the three and six month periods ended June 30, 2004, respectively, compared to a
net loss of  approximately  $310,000  and  $527,000  for the three and six month
periods  ended June 30,  2003,  respectively.  The  increase in net loss for the
three  months  ended  June 30,  2004 is due to an  increase  in  total  expenses
partially  offset by a slight  increase in total  revenues.  The increase in net
loss for the six  months  ended  June 30,  2004 is due to an  increase  in total
expenses and a decrease in total revenues.

Total revenue decreased for the six months ended June 30, 2004 due to a decrease
in rental  income.  Total  revenues  increased  for the three  months ended June
30,2004  due to an increase in other  income  partially  offset by a decrease in
rental  income.  Other income  remained  constant for the six month period ended
June 30,  2004.  Rental  income  decreased  in both  periods due to decreases in
average  rental rates at  Williamsburg  Manor,  Tamarac  Village,  Park Capital,
Lamplighter,  and Cedar Rim  Apartments  and  decreases  in occupancy at Tamarac
Village and Hidden Cove by the Lake Apartments,  partially offset by an increase
in average  rental  rates at Hidden Cove by the Lake  Apartments,  increases  in
occupancy at Williamsburg Manor, Park Capital,  and Cedar Rim Apartments,  and a
decrease in bad debt at Tamarac Village  Apartments.  Other income increased for
the three  months  ended June 30, 2004  primarily  due to an increase in utility
reimbursements at Sandpiper I and II, Tamarac Village, and Cedar Rim Apartments.

Total expenses increased for the three and six months ended June 30, 2004 due to
increases  in  operating  and general  and  administrative  expenses.  Operating
expenses  increased  due to  increases  in property  and  maintenance  expenses,
partially  offset  by  a  decrease  in  advertising  expense.  Property  expense
increased primarily due to an increase in salaries and related benefits at Cedar
Rim, Tamarac Village,  Sandpiper I and II, and Williamsburg Manor Apartments and
increased utility expenses at Tamarac Village  Apartments.  Maintenance  expense
increased  due to  increases  in contract  services at  Lamplighter  Park,  Park
Capital,  and Tamarac  Village  Apartments  and an  increase in snow  removal at
Tamarac Village  Apartments.  Advertising  expense decreased  primarily due to a
decrease in referral fees at 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 June 30, 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 June 30, 2004 the Partnership had cash and cash  equivalents of approximately
$445,000  compared to  approximately  $704,000 at June 30,  2003.  Cash and cash
equivalents  decreased  approximately  $154,000  since  December 31, 2003 due to
approximately  $566,000  and $191,000 of cash used in  investing  and  financing
activities,  respectively,  partially offset by  approximately  $603,000 of cash
provided by operating activities. Cash used in investing activities consisted of
property improvements and replacements  partially offset by net withdrawals from
restricted  escrows  maintained by the mortgage lenders.  Cash used in financing
activities  consisted of principal  payments on the  mortgages  encumbering  the
Partnership's  properties partially offset by advances received from affiliates.
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,  including  increased  legal and audit  fees.  Capital  improvements
planned for each of the Partnership's properties are detailed below.

Cedar Rim Apartments

During  the  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately   $64,000  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  $44,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $41,000  of  capital  improvements  at  Hidden  Cove by the  Lake
Apartments,  consisting  primarily  of  heating  unit,  water  heater  and floor
covering replacements,  major landscaping and painting.  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 $25,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $102,000 of capital  improvements at Lamplighter Park Apartments,
consisting  primarily of electrical,  fire equipment,  heating and swimming pool
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 $258,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $47,000  of  capital  improvements  at Park  Capital  Apartments,
consisting   primarily  of  floor  covering,   fitness  and  security  equipment
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  $27,000 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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $228,000 of capital  improvements at Tamarac Village  Apartments,
consisting  primarily  of floor  covering  replacements,  heating,  and plumbing
fixture   upgrades,   ground  lighting   improvements  and  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  $82,000  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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately  $55,000 of capital improvements at Williamsburg Manor Apartments,
consisting primarily of floor covering replacements and roof replacements. These
improvements were funded from the property's operating cash flow and replacement
reserves.  The  Partnership  evaluates  the  capital  improvement  needs  of the
property during the year and currently expects to complete an additional $46,000
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  six  months  ended  June  30,  2004,  the   Partnership   completed
approximately $101,000 of capital improvements at Sandpiper I and II Apartments,
consisting   primarily  of  floor  covering  and  cabinet   replacements,   roof
replacement and fire safety equipment  upgrades.  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 $51,000 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.

Due to short-term  operating cash shortfalls at Tamarac Village Apartments,  the
Partnership  obtained advances of approximately  $294,000 subsequent to June 30,
2004,  as  discussed  in "Item 1.  Financial  Statements - Note C". The mortgage
indebtedness   encumbering  the   Partnership's   properties  of   approximately
$45,089,000  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  $34,264,000 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 six months ended
June 30, 2004 and 2003 (in thousands, except per unit data):
<TABLE>
<CAPTION>

                      Six Months      Per Limited       Six Months      Per Limited
                        Ended         Partnership         Ended         Partnership
                    June 30, 2004         Unit        June 30, 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 214,632.9 limited partnership units
(the "Units") in the Partnership representing 56.04% of the outstanding Units at
June 30, 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 56.04% 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, 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.  On June 4, 2004,  Objector filed a reply to
the briefs submitted by the General Partner and Plaintiffs.  No hearing has been
scheduled in the matter.

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

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.  Some
discovery has taken place and  settlement  negotiations  continue.  Although the
outcome of any litigation is uncertain, AIMCO Properties,  L.P. does not believe
that the ultimate  outcome will have a material  adverse effect on its financial
condition  or results of  operations  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 6.     Exhibits and Reports on Form 8-K

      a)    Exhibits:

            See Exhibit Index attached.

      b)    Reports on Form 8-K filed during the quarter ended June 30, 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/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: August 13, 2004



<PAGE>



              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

                                  EXHIBIT INDEX


 Exhibit Number   Description of Exhibit

       2.1        Agreement and Plan of Merger,  dated as of October 1, 1998, by
                  and between AIMCO and IPT incorporated by reference to Current
                  Report on Form 8-K dated October 1, 1998.

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

       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.

      10.3        Participating Note Master Loan Agreement  (Incorporated by
                  reference to Registration  Statement of Partnership  (File
                  No. 2-97664) filed July 23, 1985).

      10.4        Participating  Note Security  Agreement  (Incorporated  by
                  reference to Registration  Statement of Partnership  (File
                  No. 2-97664) filed July 23, 1985).

      10.5        Form  of  Deed  of  Trust  and  Rider   (Incorporated   by
                  reference to Registration  Statement of Partnership  (File
                  No. 2-97664) filed July 23,1985).

      10.6        Several  Promissory  Notes  (Incorporated  by reference to
                  Registration  Statement of Partnership  (File No. 2-97664)
                  filed July 23, 1985).

      10.7        Property  Management  Agreement  No. 101 dated October 23,
                  1990,   by  and   between   the   Partnership   and   CCEC
                  (Incorporated  by  reference  to the  Quarterly  Report on
                  Form 10-Q for the quarter ended September 30, 1990).

      10.8        Property  Management  Agreement  No. 301 dated October 23,
                  1990,   by  and   between   the   Partnership   and   CCEC
                  (Incorporated  by  reference  to the  Quarterly  Report on
                  Form 10-Q for the quarter ended September 30, 1990).

      10.9        Property  Management  Agreement  No.  315 dated  April 12,
                  1991,   by  and   between  the   Partnership   and  CCMLP.
                  (Incorporated  by reference  to the Annual  Report on Form
                  10-K for the year ended December 31, 1991).

      10.10       Bill of Sale and  Assignment  dated  October 23, 1990,  by and
                  between  CCEC and ConCap  Services  Company  (Incorporated  by
                  reference to the Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1990).

      10.11       Assignment  and  Assumption  dated  October 23,  1990,  by and
                  between  CCEC  and  ConCap  Management   Limited   Partnership
                  ("CCMLP")  (Incorporated  by reference to the Quarterly Report
                  on Form 10-Q for the quarter ended September 30, 1990).

      10.12       Assignment  and  Agreement as to Certain  Property  Management
                  Services  dated  October 23,  1990,  by and between  CCMLP and
                  ConCap  Capital  Company  (Incorporated  by  reference  to the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.13       Assignment  and  Agreement as to Certain  Property  Management
                  Services dated April 12, 1991, by and between CCMLP and ConCap
                  Capital Company  (Incorporated by reference to the 1991 Annual
                  Report on Form 10-K for the year ended December 31, 1991).

      10.14       Assignment  and  Agreement  dated  October  23,  1990,  by and
                  between  CCMLP and The Hayman  Company (100 Series of Property
                  Management  Contracts)   (Incorporated  by  reference  to  the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.15       Assignment  and  Agreement  dated  October  23,  1990,  by and
                  between CCMLP and Metro  ConCap,  Inc. (300 Series of Property
                  Management  Contracts)   (Incorporated  by  reference  to  the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.16       Construction  Management  Cost  Reimbursement  Agreement dated
                  January 1, 1991,  by and  between  the  Partnership  and Metro
                  ConCap,  Inc.  (Incorporated by reference to the Annual Report
                  on Form 10-K for the year ended December 31, 1991).

      10.17       Construction  Management  Cost  Reimbursement  Agreement dated
                  April 12,  1991,  by and  between  the  Partnership  and Metro
                  ConCap,  Inc.  (Incorporated by reference to the Annual Report
                  on Form 10-K for the year ended December 31, 1991).

      10.18       Construction  Management  Cost  Reimbursement  Agreement dated
                  January 1, 1991, by and between the Partnership and The Hayman
                  Company.  (Incorporated  by reference to the Annual  Report on
                  Form 10-K for the year ended December 31, 1991).

      10.19       Investor  Services  Agreement  dated  October 23, 1990, by and
                  between the Partnership and CCEC (Incorporated by reference to
                  the  Quarterly  Report  on Form  10-Q  for the  quarter  ended
                  September 30, 1990).

      10.20       Assignment and Assumption  Agreement  October 23, 1990, by and
                  between  CCEC and ConCap  Services  Company  (Incorporated  by
                  reference to the Annual Report on Form 10-K for the year ended
                  December 31, 1990).

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

      10.22       Financial  Services  Agreement  dated October 23, 1990, by and
                  between the Partnership and CCEC (Incorporated by reference to
                  the  Quarterly  Report  on Form  10-Q  for the  quarter  ended
                  September 30, 1990).

      10.23       Assignment  and  Assumption   Agreement   (Financial  Services
                  Agreement)  dated  October 23,  1990,  by and between CCEC and
                  ConCap  Capital  Company  (Incorporated  by  reference  to the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

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

      10.25       Joint  Application for Approval of Settlement  Agreement dated
                  August 10, 1990,  between James W. Cunningham (EP/4's Trustee)
                  and  the  Partnership   (Incorporated   by  reference  to  the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.26       Property  Management  Agreement No. 415 dated May 13, 1993, by
                  and between the  Partnership  and  Coventry  Properties,  Inc.
                  (Incorporated  by  reference to the  Quarterly  Report on Form
                  10-Q for the quarter ended September 30, 1993).

      10.32       Property Management  Agreement No. 509 dated June 1, 1993,
                  by and between the  Partnership  and Coventry  Properties,
                  Inc.

      10.33       Assignment   and   Assumption   Agreement  as  to  Certain
                  Property  Management  Services dated November 17, 1993, by
                  and between  Coventry  Properties,  Inc.  and  Partnership
                  Services, Inc.

      10.34       Multifamily  Note dated November 30, 1995 between  CCIP/3,
                  a  California  limited  partnership,  and Lehman  Brothers
                  Holdings Inc. d/b/a Lehman  Capital,  A Division of Lehman
                  Brothers   Holdings   Inc.,   related   to  Park   Capital
                  Apartments.  (Incorporated  by  reference  to  the  Annual
                  Report on Form 10-K for the year ended December 31, 1995).

      10.35       Multifamily  Note dated November 30, 1995 between  CCIP/3,
                  a  California  limited  partnership,  and Lehman  Brothers
                  Holdings Inc. d/b/a Lehman  Capital,  A Division of Lehman
                  Brothers  Holdings  Inc.,  related to  Williamsburg  Manor
                  Apartments.  (Incorporated  by  reference  to  the  Annual
                  Report on Form 10-K for the year ended December 31, 1995).

      10.36       Multifamily  Note dated November 30, 1995 between  CCIP/3,
                  a  California  limited  partnership,  and Lehman  Brothers
                  Holdings Inc. d/b/a Lehman  Capital,  A Division of Lehman
                  Brothers  Holdings  Inc.,  related  to  Sandpiper  I &  II
                  Apartments.  (Incorporated  by  reference  to  the  Annual
                  Report on Form 10-K for the year ended December 31, 1995).

      10.48       Multifamily  Note  dated  June 27,  2001,  by and  between
                  Consolidated   Capital   Institutional   Properties/3,   a
                  California  limited   partnership,   and  GMAC  Commercial
                  Mortgage   Corporation,   related   to   Tamarac   Village
                  Apartments.  (Incorporated  by reference to the  Quarterly
                  Report  on Form  10-QSB  for the  quarter  ended  June 30,
                  2001.)

      10.49       Multifamily  Note  dated  June 29,  2001,  by and  between
                  Consolidated   Capital   Institutional   Properties/3,   a
                  California  limited   partnership,   and  GMAC  Commercial
                  Mortgage   Corporation,   related  to   Lamplighter   Park
                  Apartments.  (Incorporated  by reference to the  Quarterly
                  Report  on Form  10-QSB  for the  quarter  ended  June 30,
                  2001.)

      10.50       Multifamily   Note  dated  July  23,  2001,   by  and  between
                  Consolidated Capital Institutional Properties/3,  a California
                  limited partnership, and GMAC Commercial Mortgage Corporation,
                  related to Cedar Rim Apartments. (Incorporated by reference to
                  the Quarterly Report on Form 10-QSB for the quarter ended June
                  30, 2001.)

      10.51       Multifamily  Note dated  September  19,  2001,  by and between
                  Consolidated Capital Institutional Properties/3,  a California
                  limited partnership, and GMAC Commercial Mortgage Corporation,
                  related to Hidden Cove Apartments.  (Incorporated by reference
                  to the  Quarterly  Report on Form 10-QSB for the quarter ended
                  September 30, 2001.)

      28.1        Fee Owner's General  Partnership  Agreement  (Incorporated
                  by reference  to  Registration  Statement  of  Partnership
                  (File No. 2-97664) filed July 23, 1985).

      28.2        Fee Owner's  Certificate of Partnership  (Incorporated  by
                  reference to Registration  Statement of Partnership  (File
                  No. 2-97664) filed July 23, 1985).

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

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

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

<PAGE>

Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have  reviewed  this  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 small  business  issuer as of, and for, the periods  presented in this
      report;

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

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

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

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

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

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

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

Date:  August 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, Stephen B. Waters, 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 small  business  issuer as of, and for, the periods  presented in this
      report;

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

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

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

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

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

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

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

Date:  August 13, 2004

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


<PAGE>


Exhibit 32.1


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



In connection with the Quarterly  Report on Form 10-QSB of Consolidated  Capital
Institutional  Properties/3 (the "Partnership"),  for the quarterly period ended
June 30, 2004 as filed with the Securities  and Exchange  Commission on the date
hereof (the "Report"),  Martha L. Long, as the equivalent of the Chief Executive
Officer of the  Partnership,  and Stephen B. Waters,  as the  equivalent  of the
Chief Financial Officer of the Partnership,  each hereby certifies,  pursuant to
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of his knowledge:

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

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


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


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  August 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.