UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



Form 10-KSB



[X]

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



For the fiscal year ended December 31, 2007



[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _________to _________



Commission file number 0-8639



CONSOLIDATED CAPITAL GROWTH FUND

(Name of small business issuer in its charter)



|                                |                     
|------------------------------- | --------------------
|California                      | 94-2382571          
|(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)



Issuer's telephone number    (864) 239-1000



Securities registered under Section 12(b) of the Exchange Act:



None



Securities registered under Section 12(g) of the Exchange Act:



Units of Limited Partnership Interests

(Title of class)



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



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



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



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



State issuer's revenues for its most recent fiscal year.  $4,203,000



State the aggregate market value of the voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were sold, or the average bid and asked prices of such partnership interests as of December 31, 2007.  No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.



DOCUMENTS INCORPORATED BY REFERENCE None



Transitional Small Business Disclosure Format (Check one):  Yes [ ]; No [X]









FORWARD-LOOKING STATEMENTS



The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements in certain circumstances. Certain information included in this Report contains or may contain information that is forward-looking, including, without limitation, statements regarding the effect of redevelopments, the Partnerships future financial performance, including the Partnerships ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in the forward-looking statements and, in addition, will be affected by a variety of risks and factors that are beyond the Partnerships control including, without limitation: natural disasters such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnerships property and interpretations of those regulations; the competitive environment in which the Partnership operates; financing risks, including the risk that the Partnerships cash flows from operations may be insufficient to meet required payments of principal and interest; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for tenants in such markets; insurance risks; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership.   Readers should carefully review the Partnerships financial statements and the notes thereto, as well as the section entitled Risk Factors described in Item 1 of this Annual Report and the other documents the Partnership files from time to time with the Securities and Exchange Commission.



PART I



Item 1.

Description of Business



Consolidated Capital Growth Fund (the "Partnership" or "Registrant") was organized on December 20, 1976 as a limited partnership under the California Uniform Limited Partnership Act. The general partner responsible for management of the Partnership's business is ConCap Equities, Inc., a Delaware corporation (the "General Partner" or "CEI"). The General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2022 unless terminated prior to such date.



The Partnership is engaged in the business of operating and holding real estate properties for investment. Starting in 1977 through 1980, during its acquisition phase, the Partnership acquired twenty-five existing properties. The Partnership continues to own and operate one of these properties. The remaining property, The Lakes Apartments, was previously sold and was reacquired by the Partnership after the borrowers were unable to perform under the terms of their note agreements.  See "Item 2. Description of Property".



Commencing February 25, 1977, the Partnership offered pursuant to a Registration Statement filed with the Securities and Exchange Commission 50,000 Units of Limited Partnership interest (the "Units") at a purchase price of $1,000 per unit. The sale of Units closed on October 10, 1978, with 49,196 Units sold at $1,000 each, or gross proceeds of approximately $49,196,000 to the Partnership.  Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.



Upon the Partnership's formation in 1976, Consolidated Capital Equities Corporation ("CCEC"), a Colorado corporation, was the corporate general partner and Consolidated Capital Group ("CCG"), a California general partnership, was the non-corporate general partner. In 1988, through a series of transactions, Southmark Corporation ("Southmark") acquired controlling interest in CCEC.  In December 1988, CCEC filed for reorganization under Chapter 11 of the United States Bankruptcy Code.  In 1990, as part of CCEC's reorganization plan, CEI acquired CCEC's general partner interests in the Partnership and in 15 other affiliated public limited partnerships (the "Affiliated Partnerships") and CEI replaced CCEC as managing general partner in all 16 partnerships.  The selection of CEI as the sole managing general partner was approved by a majority of the limited partners in the Partnership and in each of the Affiliated Partnerships pursuant to a solicitation of the Limited Partners dated August 10, 1990.  As part of this solicitation, the Limited Partners also approved an amendment to the Partnership Agreement to limit changes of control of the Partnership and approved conversion of the general partner interest of the non-corporate general partner, CCG, to that of a special limited partner ("Special Limited Partner") without voting and without other rights of a limited partner except to the economic interest previously held as a general partner.  Pursuant to an amendment to the Partnership Agreement, the non-corporate general partner interest of CCG was converted to that of a Special Limited Partner and CEI became the sole general partner of the Partnership on December 31, 1991.



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



Risk Factors



The risk factors noted in this section and other factors noted throughout this Report describe certain risks and uncertainties that could cause the Partnerships actual results to differ materially from those contained in any forward-looking statement.



Failure to generate sufficient net operating income may limit the Partnerships ability to pay distributions.



The Partnerships ability to make distributions to its investors depends on its ability to generate net operating income in excess of required debt payments and capital expenditure requirements. Net operating income may be adversely affected by events or conditions beyond the Partnerships control, including:



·

the general economic climate;

·

competition from other apartment communities and other housing options;

·

local conditions, such as loss of jobs or an increase in the supply of apartments, that might adversely affect apartment occupancy or rental rates;

·

changes in governmental regulations and the related cost of compliance;

·

increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents;

·

changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multifamily housing; and

·

changes in interest rates and the availability of financing.



The Partnerships existing and future debt financing could render it unable to operate, result in foreclosure on its property or prevent it from making distributions on its equity.



The Partnerships strategy is generally to incur debt to increase the return on its equity while maintaining acceptable interest coverage ratios. Payments of principal and interest may leave the Partnership with insufficient cash resources to operate its property or pay distributions.  The Partnership is also subject to the risk that its cash flow from operations will be insufficient to make required payments of principal and interest, and the risk that existing indebtedness may not be refinanced or that the terms of any refinancing will not be as favorable as the terms of existing indebtedness. If the Partnership fails to make required payments of principal and interest on secured debt, its lender could foreclose on the property securing such debt, which would result in loss of income and asset value to the Partnership.



Competition could limit the Partnerships ability to lease apartments or increase or maintain rents.



The Partnerships apartment property competes for residents with other housing alternatives, including other rental apartments, condominiums and single-family homes that are available for rent, as well as new and existing condominiums and single-family homes for sale. Competitive residential housing in such market area could adversely affect the Partnerships ability to lease apartments and to increase or maintain rental rates.



Laws benefiting disabled persons may result in the Partnerships incurrence of unanticipated expenses.



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



Potential liability or other expenditures associated with potential environmental contamination may be costly.



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



Moisture infiltration and resulting mold remediation may be costly.









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



A further description of the Partnership's business is included in "Management's Discussion and Analysis or Plan of Operation" included in "Item 6" of this Form 10-KSB.



Item 2.

Description of Property



The following table sets forth the Partnership's investment in property:



|                        |          |                           |          
|----------------------- | -------- | ------------------------- | ---------
|                        | Date of  |                           |          
|Property                | Purchase | Type of Ownership         | Use      
|                        |          |                           |          
|The Lakes Apartments    | 05/88    | Fee ownership, subject to | Apartment
|Raleigh, North Carolina |          | first mortgage            | 600 units



Subsequent to December 31, 2007 the Partnership entered into a sale contract with a third party relating to the sale of The Lakes Apartments, which is projected to close during the second quarter of 2008.



Schedule of Property



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



|           |                |              |             |                |          
|---------- | -------------- | ------------ | ----------- | -------------- | ---------
|           | Gross          |              |             |                |          
|           | Carrying       | Accumulated  | Depreciable | Method of      | Federal  
|Property   | Value          | Depreciation | Life        | Depreciation   | Tax Basis
|           | (in thousands) |              |             | (in thousands)
|           |                |              |             |                |          
|The Lakes  |                |              |             |                |          
|Apartments | $19,544        | $16,225      | 5-30 yrs    | S/L            | $5,846   



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









Schedule of Property Indebtedness



The following table sets forth certain information relating to the loan encumbering the Partnership's property.



|                     |                |          |           |          |               
|-------------------- | -------------- | -------- | --------- | -------- | --------------
|                     | Principal      |          |           |          | Principal     
|                     | Balance At     |          |           |          | Balance       
|                     | December 31,   | Interest | Period    | Maturity | Due At        
|Property             | 2007           | Rate     | Amortized | Date     | Maturity (3)  
|                     | (in thousands) |          |           |          | (in thousands)
|                     |                |          |           |          |               
|The Lakes Apartments | $15,700        | (1)      | (2)       | 10/01/10 | $15,700       



(1)

Adjustable rate based on the one-month LIBOR rate plus 0.78%. The rate at December 31, 2007 was 6.01%.



(2)

Interest only payments.



(3)

See Note B  Mortgage Note Payable to the financial statements included in Item 7. Financial Statements for other specific details about the loan.



On September 21, 2007, the Partnership refinanced the mortgage encumbering The Lakes Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of $9,382,000, with a new mortgage loan in the principal amount of $15,700,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $15,700,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.01% per annum at December 31, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner of the Partnership. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $131,000 were capitalized and are included in other assets.



In accordance with the terms of the loan agreement relating to the new mortgage, the payment of the mortgage may be accelerated at the option of the lender if an Event of Default, as defined in the loan agreement, occurs. Events of Default include, but are not limited to, nonpayment of monthly interest and reserve requirements and nonpayment of amounts outstanding on or before the maturity date.









Schedule of Rental Rate and Occupancy



The following table sets forth the average annual rental rates and occupancy for 2007 and 2006 for the property.



|                     |                |                |      |     
|-------------------- | -------------- | -------------- | ---- | ----
|                     | Average Annual | Average Annual
|                     | Rental Rates   | Occupancy     
|                     | (per unit)     |               
|Property             | 2007           | 2006           | 2007 | 2006
|                     |                |                |      |     
|The Lakes Apartments | $6,884         | $6,600         | 95%  | 92% 



The General Partner attributes the increase in occupancy at The Lakes Apartments to capital improvements made to the property, which has improved the overall appearance and curb appeal of the property.



As noted under "Item 1. Description of Business", the real estate industry is highly competitive. The Partnerships property is subject to competition from other residential apartment complexes in the area. The General Partner believes that the property is adequately insured. The property is an apartment complex which leases units for lease terms of one year or less. As of December 31, 2007, no tenant leases 10% or more of the available rental space. The property is in good condition, subject to normal depreciation and deterioration as is typical for assets of this type and age.



Real Estate Taxes and Rate



Real estate taxes and rate in 2007 for the property were:



|                     |                |      
|-------------------- | -------------- | -----
|                     | 2007           | 2007 
|                     | Billing        | Rate 
|                     | (in thousands) |      
|                     |                |      
|The Lakes Apartments | $263           | 1.11%



Capital Improvements



The Lakes Apartments:



During the year ended December 31, 2007, the Partnership completed approximately $794,000 of capital improvements at The Lakes Apartments, consisting primarily of building and structural improvements, balcony, gutter, water heater and floor covering replacement, clubhouse renovations, interior lighting, furniture and fixtures and water and sewer upgrades. These improvements were funded from operating cash flow and advances from an affiliate of the General Partner.  The Partnership regularly evaluates the capital improvement needs of the property.  While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2008.  Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations, from Partnership reserves or from advances from an affiliate of the General Partner.  To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.









Item 3.

Legal Proceedings



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings. The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. The matter was argued and submitted and the Court of Appeal issued an opinion on February 20, 2008 affirming the order approving the settlement and judgment entered thereto. On March 12, 2008, the Court of Appeal denied Appellants Petition for Re-Hearing.  Appellant has until April 1, 2008 to file a Petition for Review with the California Supreme Court.



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 4.

Submission of Matters to a Vote of Security Holders



During the quarter ended December 31, 2007, no matter was submitted to a vote of security holders through the solicitation of proxies or otherwise.







PART II



Item 5.

Market for Partnership Equity and Related Partner Matters



The Partnership, a publicly-held limited partnership, offered and sold 49,196 limited partnership units (the Units) aggregating $49,196,000. The Partnership currently has 1,642 holders of record owning an aggregate of 49,191 Units. Affiliates of the General Partner owned 33,133.75 Units or approximately 67.36% at December 31, 2007.  No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.



The following table sets forth the distributions made by the Partnership for the years ended December 31, 2007 and 2006 (in thousands, except per unit data):



|                |                   |             |                   |            
|--------------- | ----------------- | ----------- | ----------------- | -----------
|                |                   | Per Limited |                   | Per Limited
|                | Year Ended        | Partnership | Year Ended        | Partnership
|                | December 31, 2007 | Unit        | December 31, 2006 | Unit       
|                |                   |             |                   |            
|Sale (1)        | $   743           | $ 12.99     | $    --           | $    --    
|Refinancing (2) | 1,147             | 20.04       | --                | --         
|                | $1,890            | $33.03      | $--               | $--        



(1)

Remaining proceeds from the September 2003 sale of Doral Springs.



(2)

Proceeds from the September 2007 mortgage refinancing of The Lakes Apartments.



Future cash distributions will depend on the levels of cash generated from operations and the timing of the debt maturity, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any distributions to its partners in 2008 or subsequent periods. See Item 2. Description of Property  Capital Improvements for information relating to anticipated capital expenditures at the property.



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 33,133.75 Units in the Partnership representing 67.36% of the outstanding Units at December 31, 2007. 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, unit holders 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 67.36% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.









Item 6.

Management's Discussion and Analysis or Plan of Operation



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



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



Results of Operations



The Partnership recognized a net loss of approximately $217,000 and $663,000 for the years ended December 31, 2007 and 2006, respectively. The decrease in net loss is due to an increase in total revenues and a decrease in total expenses partially offset by the recognition of a casualty gain during 2006.



Total revenues increased for the year ended December 31, 2007 primarily due to an increase in rental income. Other income remained relatively constant for the comparable period. The increase in rental income is due to an increase in both occupancy and the average rental rate at the Partnerships investment property and a decrease in bad debt expense.



On June 14, 2006, The Lakes Apartments suffered flood damage to 46 of its apartment units as a result of a severe storm. A casualty gain of approximately $14,000 was recorded at the Partnerships investment property as a result of the receipt of insurance proceeds of approximately $16,000 offset by the write off of approximately $2,000 of undepreciated property improvements and replacements.



Total expenses decreased for the year ended December 31, 2007 due to a decrease in depreciation expense, partially offset by increases in operating and interest expenses. Property tax and general and administrative expenses remained relatively constant for the comparable period. Depreciation expense decreased due to assets becoming fully depreciated at the Partnerships investment property, partially offset by property improvements and replacements being placed into service during the past twelve months, which are now being depreciated. Operating expense increased for the year ended December 31, 2007 due to an increase in property, insurance and property management fee expenses, partially offset by decreases in administrative and maintenance expenses.  Property expense increased due to an increase in salaries and related employee benefits at the Partnerships investment property. Insurance expense increased due to an increase in insurance premiums. Property management fees increased as a result of the increase in rental income on which such fees are based.  Administrative expense decreased due to the recording of a liability during the second quarter of 2006 relating to the forfeiture of unclaimed property pursuant to applicable state and local laws and a decrease in resident eviction costs partially offset by an increase in clubhouse expenses. Maintenance expense decreased due to a decrease in contract services and building repair costs at the Partnerships investment property. Interest expense increased due to an increase in the interest on the mortgage encumbering the Partnerships investment property due to the increase in its variable interest rate along with an increase in the principal balance in connection with the September 2007 refinancing of the mortgage. These increases were partially offset by a decrease in interest on advances from an affiliate of the General Partner as a result of repaying such advances during September 2007.



Included in general and administrative expenses for the years ended December 31, 2007 and 2006 are management reimbursements to the General Partner as allowed under the Partnership Agreement. Also included in general and administrative expenses are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.



Liquidity and Capital Resources



At December 31, 2007 the Partnership had cash and cash equivalents of approximately $286,000, compared to approximately $294,000 at December 31, 2006.  The decrease in cash and cash equivalents of approximately $8,000 is due to approximately $770,000 of cash used in investing activities, partially offset by approximately $421,000 and $341,000 of cash provided by financing and operating activities, respectively.  Cash used in investing activities consisted of property improvements and replacements. Cash provided by financing activities consisted of proceeds received from the refinancing of the mortgage encumbering the Partnerships investment property and advances received from an affiliate of the General Partner, partially offset by the repayment of the existing mortgage and regular monthly payments on the mortgage encumbering the Partnerships investment property, repayment of advances from an affiliate of the General Partner, payment of distributions to partners and the payment of loan costs associated with the refinancing of the mortgage. The Partnership invests its working capital reserves in interest bearing accounts.



During 2004, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $830,000 to assist in paying city taxes related to the sales of two investment properties and to fund replacement reserves at The Lakes Apartments. During 2005, AIMCO Properties, L.P. advanced the Partnership approximately $2,720,000 to cover the closing costs and the deficiency between the prior mortgage payoff and the new mortgage on The Lakes Apartments and approximately $217,000 for property and Partnership operations and capital improvements. During the year ended December 31, 2007, AIMCO Properties, L.P. advanced the Partnership approximately $53,000 to fund operating expenses and approximately $162,000 for costs associated with the September 2007 refinancing of The Lakes Apartments. There were no advances made to the Partnership during the year ended December 31, 2006. During the years ended December 31, 2007 and 2006, interest on advances, at the rate of prime plus 2%, was approximately $339,000 and $413,000, respectively. During the year ended December 31, 2007, the Partnership repaid in full the advances and accrued interest of approximately $4,924,000 with proceeds from the September 2007 refinancing of The Lakes Apartments. At December 31, 2007, there were no advances or associated accrued interest due to AIMCO Properties, L.P.  The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.



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 property 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. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during 2008. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.



Capital expenditures will be incurred only if cash is available from operations, Partnership reserves or from advances from an affiliate of the General Partner. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.



The Partnership's assets are thought to be sufficient for any near-term needs (exclusive of capital improvements) of the Partnership. On September 21, 2007, the Partnership refinanced the mortgage encumbering The Lakes Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of $9,382,000, with a new mortgage loan in the principal amount of $15,700,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $15,700,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.01% per annum at December 31, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner of the Partnership. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $131,000 were capitalized and are included in other assets on the balance sheet included in Item 7. Financial Statements.



The following table sets forth the distributions made by the Partnership for the years ended December 31, 2007 and 2006 (in thousands, except per unit data):



|                |                   |             |                   |            
|--------------- | ----------------- | ----------- | ----------------- | -----------
|                |                   | Per Limited |                   | Per Limited
|                | Year Ended        | Partnership | Year Ended        | Partnership
|                | December 31, 2007 | Unit        | December 31, 2006 | Unit       
|                |                   |             |                   |            
|Sale (1)        | $   743           | $ 12.99     | $    --           | $    --    
|Refinancing (2) | 1,147             | 20.04       | --                | --         
|                | $1,890            | $33.03      | $--               | $--        



(1)

Remaining proceeds from the September 2003 sale of Doral Springs.



(2)

Proceeds from the September 2007 mortgage refinancing of The Lakes Apartments.



Future cash distributions will depend on the levels of cash generated from operations and the timing of the debt maturity, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance that the Partnership will generate sufficient funds from operations, after required capital expenditures, to permit any distributions to its partners in the year 2008 or subsequent periods.









In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 33,133.75 limited partnership Units in the Partnership representing 67.36% of the outstanding Units at December 31, 2007. 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, unit holders 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 67.36% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



Critical Accounting Policies and Estimates



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



Impairment of Long-Lived Asset



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



Real property investment is subject to varying degrees of risk.  Several factors may adversely affect the economic performance and value of the Partnerships investment property.  These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing.  Any adverse changes in these factors could cause impairment of the Partnerships asset.



Capitalized Costs



The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects. Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized in accordance with Statement of Financial Accounting Standard (SFAS) No. 34 Capitalization of Interest Costs and SFAS No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level.



Revenue Recognition



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









Item 7.

Financial Statements



CONSOLIDATED CAPITAL GROWTH FUND



LIST OF FINANCIAL STATEMENTS



Report of Independent Registered Public Accounting Firm



Balance Sheet - December 31, 2007



Statements of Operations - Years ended December 31, 2007 and 2006



Statements of Changes in Partners' Deficit - Years ended December 31, 2007 and 2006



Statements of Cash Flows - Years ended December 31, 2007 and 2006



Notes to Financial Statements







Report of Independent Registered Public Accounting Firm





The Partners

Consolidated Capital Growth Fund





We have audited the accompanying balance sheet of Consolidated Capital Growth Fund as of December 31, 2007, and the related statements of operations, changes in partners deficit, and cash flows for each of the two years in the period ended December 31, 2007.  These financial state­ments are the responsibility of the Partnerships management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).   Those stan­dards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of the Partnerships internal control over financial reporting.  Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnerships internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Consolidated Capital Growth Fund at December 31, 2007, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.



/S/ERNST & YOUNG, LLP



Greenville, South Carolina

March 26, 2008











CONSOLIDATED CAPITAL GROWTH FUND



BALANCE SHEET

(in thousands, except unit data)



December 31, 2007





|                                          |           |         
|----------------------------------------- | --------- | --------
|Assets                                    |           |         
|Cash and cash equivalents                 |           | $    286
|Receivables and deposits                  |           | 135     
|Other assets                              |           | 215     
|Investment property (Notes B and D):      |           |         
|Land                                      | $    946  |         
|Buildings and related personal property   | 18,598    |         
|                                          | 19,544    |         
|Less accumulated depreciation             | (16,225)  | 3,319   
|                                          |           | $3,955  
|                                          |           |         
|                                          |           |         
|Liabilities and Partners' Deficit         |           |         
|Liabilities                               |           |         
|Accounts payable                          |           | $     91
|Tenant security deposit liabilities       |           | 115     
|Other liabilities                         |           | 273     
|Mortgage note payable (Note B)            |           | 15,700  
|                                          |           |         
|Partners' Deficit                         |           |         
|General partner                           | $ (3,433) |         
|Limited partners (49,191 units issued and |           |         
|outstanding)                              | (8,791)   | (12,224)
|                                          |           | $3,955  





See Accompanying Notes to Financial Statements







CONSOLIDATED CAPITAL GROWTH FUND



STATEMENTS OF OPERATIONS

(in thousands, except per unit data)





|                                             |                          |          
|-------------------------------------------- | ------------------------ | ---------
|                                             | Years Ended December 31,
|                                             | 2007                     | 2006     
|Revenues:                                    |                          |          
|Rental income                                | $  3,862                 | $  3,530 
|Other income                                 | 341                      | 336      
|Total revenues                               | 4,203                    | 3,866    
|                                             |                          |          
|Expenses:                                    |                          |          
|Operating                                    | 2,048                    | 1,933    
|General and administrative                   | 203                      | 205      
|Depreciation                                 | 811                      | 1,080    
|Interest                                     | 1,083                    | 1,061    
|Property taxes                               | 275                      | 264      
|Total expenses                               | 4,420                    | 4,543    
|                                             |                          |          
|Casualty gain (Note F)                       | --                       | 14       
|                                             |                          |          
|Net loss (Note E)                            | $(217)                   | $(663)   
|                                             |                          |          
|Net loss allocated to general partner (1%)   | $     (2)                | $     (7)
|Net loss allocated to limited partners (99%) | (215)                    | (656)    
|                                             |                          |          
|                                             | $(217)                   | $(663)   
|                                             |                          |          
|Net loss per limited partnership unit        | $(4.37)                  | $(13.33) 
|                                             |                          |          
|Distributions per limited partnership unit   | $33.03                   | $--      







See Accompanying Notes to Financial Statements







CONSOLIDATED CAPITAL GROWTH FUND



STATEMENTS OF CHANGES IN PARTNERS' DEFICIT

(in thousands, except unit data)







|                               |             |          |           |          
|------------------------------ | ----------- | -------- | --------- | ---------
|                               | Limited     |          |           |          
|                               | Partnership | General  | Limited   |          
|                               | Units       | Partner  | Partners  | Total    
|                               |             |          |           |          
|Original capital contributions | 49,196      | $1       | $49,196   | $49,197  
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|December 31, 2005              | 49,196      | $(3,159) | $ (6,295) | $ (9,454)
|                               |             |          |           |          
|Abandonment of limited         |             |          |           |          
|partnership units (Note A)     | (5)         | --       | --        | --       
|                               |             |          |           |          
|Net loss for the year ended    |             |          |           |          
|December 31, 2006              | --          | (7)      | (656)     | (663)    
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|December 31, 2006              | 49,191      | (3,166)  | (6,951)   | (10,117) 
|                               |             |          |           |          
|Distributions to partners      | --          | (265)    | (1,625)   | (1,890)  
|                               |             |          |           |          
|Net loss for the year ended    |             |          |           |          
|December 31, 2007              | --          | (2)      | (215)     | (217)    
|                               |             |          |           |          
|Partners' deficit at           |             |          |           |          
|December 31, 2007              | 49,191      | $(3,433) | $(8,791)  | $(12,224)





See Accompanying Notes to Financial Statements











CONSOLIDATED CAPITAL GROWTH FUND



STATEMENTS OF CASH FLOWS

(in thousands)



|                                                           |              |          
|---------------------------------------------------------- | ------------ | ---------
|                                                           | Years Ended 
|                                                           | December 31,
|                                                           | 2007         | 2006     
|Cash flows from operating activities:                      |              |          
|Net loss                                                   | $   (217)    | $   (663)
|Adjustments to reconcile net loss to net cash              |              |          
|provided by operating activities:                          |              |          
|Depreciation                                               | 811          | 1,080    
|Amortization of loan costs                                 | 53           | 60       
|Casualty gain                                              | --           | (14)     
|Bad debt expense                                           | 53           | 106      
|Change in accounts:                                        |              |          
|Receivables and deposits                                   | 167          | (122)    
|Other assets                                               | 37           | 4        
|Accounts payable                                           | (3)          | (31)     
|Tenant security deposit liabilities                        | 22           | 10       
|Other liabilities                                          | 80           | (7)      
|Due to affiliates                                          | (662)        | 289      
|Net cash provided by operating activities                  | 341          | 712      
|Cash flows from investing activities:                      |              |          
|Property improvements and replacements                     | (770)        | (422)    
|Insurance proceeds received                                | --           | 16       
|Net cash used in investing activities                      | (770)        | (406)    
|Cash flows from financing activities:                      |              |          
|Proceeds from mortgage note payable                        | 15,700       | --       
|Principal payments on mortgage note payable                | (113)        | (161)    
|Repayment of mortgage note payable                         | (9,382)      | --       
|Advances from affiliate                                    | 215          | --       
|Payments on advances from affiliate                        | (3,978)      | --       
|Distributions to partners                                  | (1,890)      | --       
|Loan costs paid                                            | (131)        | --       
|Net cash provided by (used in) financing activities        | 421          | (161)    
|Net (decrease) increase in cash and cash equivalents       | (8)          | 145      
|Cash and cash equivalents at beginning of the year         | 294          | 149      
|Cash and cash equivalents at end of the year               | $286         | $294     
|Supplemental disclosure of cash flow information:          |              |          
|Cash paid for interest, net of capitalized interest        | $1,514       | $578     
|Supplemental disclosure of non-cash activity:              |              |          
|Property improvements and replacements in accounts payable | $48          | $24      



Included in property improvements and replacements for the year ended December 31, 2006 are approximately $16,000 of improvements which were included in accounts payable at December 31, 2005.



See Accompanying Notes to Financial Statements











CONSOLIDATED CAPITAL GROWTH FUND



NOTES TO FINANCIAL STATEMENTS



December 31, 2007



Note A - Organization and Summary of Significant Accounting Policies



Organization: The Partnership was organized on December 20, 1976 as a limited partnership under the California Uniform Limited Partnership Act.  The General Partner responsible for management of the Partnership's business is ConCap Equities, Inc., a Delaware corporation (the General Partner). The General Partner is a subsidiary of Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2022 unless terminated prior to such date. The Partnership commenced operations in 1977 and completed its acquisition of apartment properties in 1980. The Partnership operates one apartment property located in Raleigh, North Carolina.



Reclassifications:  Certain reclassifications have been made to the 2006 balances to conform to the 2007 presentation.



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



Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks. At certain times, the amount of cash deposited at a bank may exceed the limit on insured deposits. Cash balances included approximately $239,000 at December 31, 2007 that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.



Depreciation: Depreciation is provided by the straight-line method over the estimated life of the apartment property and related personal property. For Federal income tax purposes, the accelerated cost recovery method is used for depreciation of (1) real property additions over 27 1⁄2 years and (2) personal property additions over 5 years.



Deferred Costs: Loan costs of approximately $131,000, less accumulated amortization of approximately $9,000, are included in other assets. The loan costs are amortized over the term of the related loan agreement. Amortization of loan costs for the years ended December 31, 2007 and 2006 was approximately $53,000 and $60,000, respectively and is included in interest expense. Amortization expense is expected to be approximately $46,000 for both 2008 and 2009 and approximately $30,000 for 2010.



Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases.  Amortization of these costs is included in operating expenses.



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



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



Abandoned Units: During 2006, the number of limited partnership units decreased by 5 units due to limited partners abandoning their units. In abandoning his or her partnership units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of the abandonment.



Partners' Deficit: Net income (loss) per limited partnership unit is allocated in accordance with the Limited Partnership Agreement ("Agreement").



All distributions other than Surplus Funds distributions (as defined in the Agreement) are allocated 99% to the Limited Partners and 1% to the General Partner. Distributions of Surplus Funds were allocated 100% to the Limited Partners until 1986 when the Limited Partners had received a return of their capital contributions plus a 10% cumulative return.  Pursuant to the provisions of the Agreement, the General Partner has been entitled to 14% of Surplus Fund distributions since 1986. However, in connection with a settlement agreement between CEI and two affiliated partnerships, a portion of the General Partner's interest in the Partnership was assigned to the two affiliated partnerships.



Investment Property: Investment property consists of one apartment complex and is stated at cost.  The Partnership capitalizes costs incurred in connection with capital expenditure activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components.  Costs including interest, property taxes and operating costs associated with redevelopment and construction projects are capitalized in accordance with Statement of Financial Accounting Standards (SFAS) No. 34 Capitalization of Interest Costs and SFAS No. 67, Accounting for Costs and the Initial Rental Operations of Real Estate Properties.  Costs incurred in connection with capital projects are capitalized where the costs of the project exceed $250.  Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital expenditure activities at the property level. As a result of the casualty (as discussed in Note F), interest expense totaling approximately $8,000 and $6,000, property taxes of approximately $2,000 and $2,000 and operating costs of approximately $2,000 and $1,000 were capitalized during the years ended December 31, 2007 and 2006, respectively. Capitalized costs are depreciated over the useful life of the asset.  Expenditures for ordinary repairs, maintenance and apartment turnover costs are expensed as incurred.



In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, the Partnership records impairment losses on long-lived assets used in operations when events and circumstances indicate the assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets.  No adjustments for impairment of value were necessary for the years ended December 31, 2007 and 2006.



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













Advertising: The Partnership expenses the costs of advertising as incurred.  Advertising costs of approximately $75,000 and $65,000 for the years ended December 31, 2007 and 2006, respectively, were charged to operating expense as incurred.



Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value of Financial Instruments", as amended by SFAS No. 119, "Disclosures about Derivative Financial Instruments and Fair Value of Financial Instruments", requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined in the SFAS as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for long term debt) approximates their fair value due to the short term maturity of these instruments. The Partnership estimates the value of its long term debt by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term long term debt. The fair value of the Partnerships long term debt at the Partnerships incremental borrowing rate approximates its carrying value.



Recent Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS No. 157 applies whenever other standards require assets or liabilities to be measured at fair value and does not expand the use of fair value in any new circumstances. SFAS No. 157 establishes a hierarchy that prioritizes the information used in developing fair value estimates. The hierarchy gives the highest priority to quoted prices in active markets and the lowest priority to unobservable data, such as the reporting entitys own data. SFAS No. 157 requires fair value measurements to be disclosed by level within the fair value hierarchy. In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which deferred the effective date of SFAS No. 157 for all nonrecurring fair value measurements of non-financial assets and non-financial liabilities until fiscal years beginning after November 15, 2008.  The provisions of SFAS No. 157 are applicable to recurring fair value measurements of financial assets and liabilities for fiscal years beginning after November 15, 2007, which for the Partnership is generally limited to annual disclosures required by SFAS No. 107.  The Partnership is in the process of implementing SFAS No. 157; however, it has not completed its evaluation and thus has not yet determined the effect that SFAS No. 157 will have on the Partnerships financial statements.



In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. The Partnership adopted SFAS No. 159 on January 1, 2008, and at that time did not elect the fair value option for any of its financial instruments or other items within the scope of SFAS No. 159.



In June 2007, the American Institute of Certified Public Accountants (the AICPA) issued Statement of Position No. 07-1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies ("SOP 07-1").  SOP 07-1 provides guidance for determining whether the accounting principles of the AICPA Audit and Accounting Guide Investment Companies are required to be applied to an entity by clarifying the definition of an investment company and, whether investment company accounting should be retained by a parent company upon consolidation of an investment company subsidiary, or by an investor in the application of the equity method of accounting to an investment company investee.  In February 2008, the FASB issued FASB Staff Position SOP 07-1-1 that indefinitely defers the effective date of SOP 07-1.



Note B - Mortgage Note Payable



The terms of the mortgage note payable are as follows:



|                     |                |           |          |          |               
|-------------------- | -------------- | --------- | -------- | -------- | --------------
|                     | Principal      | Monthly   |          |          | Principal     
|                     | Balance At     | Payment   | Stated   |          | Balance       
|                     | December 31,   | Including | Interest | Maturity | Due At        
|Property             | 2007           | Interest  | Rate     | Date     | Maturity      
|                     | (in thousands) |           |          |          | (in thousands)
|                     |                |           |          |          |               
|The Lakes Apartments | $15,700        | (2)       | (1)      | 10/01/10 | $15,700       



(1)

Adjustable interest rate based on the one-month LIBOR rate plus 0.78%. The rate at December 31, 2007 was 6.01%.



(2)

Interest only payments required.



On September 21, 2007, the Partnership refinanced the mortgage encumbering The Lakes Apartments. The refinancing replaced the existing mortgage, which at the time of refinancing had a principal balance of $9,382,000, with a new mortgage loan in the principal amount of $15,700,000. The new loan was refinanced under a secured real estate credit facility (Secured Credit Facility) with AEGON USA Realty Advisors, Inc., as agent for Transamerica Occidental Life Insurance Company, which has a maturity of October 1, 2010, with two one year extension options. The new mortgage requires monthly payments of interest only beginning on November 1, 2007, through the October 1, 2010 maturity date, at which date the entire principal balance of $15,700,000 is due.  The new loan has a variable interest rate of the one-month LIBOR rate plus 0.78% (6.01% per annum at December 31, 2007) and resets monthly.  The variable interest rate may increase to the one-month LIBOR rate plus 0.98% if the debt service coverage ratio of the investment property decreases below a prescribed threshold. The Secured Credit Facility provides mortgage loans on properties owned by other partnerships that are affiliated with the General Partner of the Partnership. The Secured Credit Facility creates separate loans for each property that are not cross-collateralized or cross-defaulted with the other property loans. The loans are prepayable without penalty.  As a condition of the Secured Credit Facility, the lender required AIMCO Properties, L.P., an affiliate of the Partnership, to guarantee certain obligations and liabilities of the Partnership with respect to the new mortgage financing. In connection with the new loan, loan costs of approximately $131,000 were capitalized and are included in other assets.



In accordance with the terms of the loan agreement relating to the new mortgage, the payment of the mortgage may be accelerated at the option of the lender if an Event of Default, as defined in the loan agreement, occurs. Events of Default include, but are not limited to, nonpayment of monthly interest and reserve requirements and nonpayment of amounts outstanding on or before the maturity date.













Note C - Transactions with Affiliated Parties



The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.



Affiliates of the General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $208,000 and $193,000 for the years ended December 31, 2007 and 2006, respectively, which is included in operating expenses.



An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $185,000 and $138,000 for the years ended December 31, 2007 and 2006, respectively, which is included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, 2007 and 2006 are construction management services provided by an affiliate of the General Partner of approximately $46,000 and $18,000, respectively.



The Partnership Agreement provides for a fee equal to 9% of the total operating distributions made to the limited partners from "cash available for distribution" (as defined in the Agreement) to be paid to the General Partner for executive and administrative management services. No fees were paid for the years ended December 31, 2007 and 2006 as there were no operating distributions.



During 2004, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $830,000 to assist in paying city taxes related to the sales of two investment properties and to fund replacement reserves at The Lakes Apartments. During 2005, an AIMCO Properties, L.P. advanced the Partnership approximately $2,720,000 to cover the closing costs and the deficiency between the prior mortgage payoff and the new mortgage on The Lakes Apartments and approximately $217,000 for property and Partnership operations and capital improvements. During the year ended December 31, 2007, AIMCO Properties, L.P. advanced the Partnership approximately $53,000 to fund operating expenses and approximately $162,000 for costs associated with the September 2007 refinancing of The Lakes Apartments. There were no advances made to the Partnership during the year ended December 31, 2006. During the years ended December 31, 2007 and 2006, interest on advances, at the rate of prime plus 2%, was approximately $339,000 and $413,000, respectively. During the year ended December 31, 2007, the Partnership repaid in full the advances and accrued interest of approximately $4,924,000 with proceeds from the September 2007 refinancing of The Lakes Apartments. At December 31, 2007, there were no advances or associated accrued interest due to AIMCO Properties, L.P. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.



The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $120,000 and $111,000, respectively, for insurance coverage and fees associated with policy claims administration.



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 33,133.75 limited partnership units (the "Units") in the Partnership representing 67.36% of the outstanding Units at December 31, 2007. 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, unit holders 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 67.36% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.



Note D - Investment Property and Accumulated Depreciation



|                        |                |                |             |               
|----------------------- | -------------- | -------------- | ----------- | --------------
|                        |                | Initial Cost   |            
|                        |                | To Partnership |            
|                        |                | (in thousands) |            
|                        |                |                |             |               
|                        |                |                | Buildings   | Cost          
|                        |                |                | and Related | Capitalized   
|                        |                |                | Personal    | Subsequent to 
|Description             | Encumbrances   | Land           | Property    | Acquisition   
|                        | (in thousands) |                |             | (in thousands)
|The Lakes Apartments    |                |                |             |               
|Raleigh, North Carolina | $15,700        | $946           | $9,605      | $8,993        





|                     |                               |             |         |                |              |          |             |  | 
|-------------------- | ----------------------------- | ----------- | ------- | -------------- | ------------ | -------- | ----------- |  | 
|                     | Gross Amount At Which Carried
|                     | At December 31, 2007         
|                     | (in thousands)               
|                     |                               |            
|                     |                               | Buildings  
|                     |                               | And Related
|                     |                               | Personal    |         | Accumulated    | Date of      | Date     | Depreciable
|Description          | Land                          | Property    | Total   | Depreciation   | Construction | Acquired | Life-Years 
|                     |                               |             |         | (in thousands) |              |          |            
|The Lakes Apartments |                               |             |         |                |              |          |            
|Raleigh,             |                               |             |         |                |              |          |            
|North Carolina       | $946                          | $18,598     | $19,544 | $16,225        | 1973         | 05/88    | 5-30       



Reconciliation of "Investment Property and Accumulated Depreciation":



|                             |                          |         
|---------------------------- | ------------------------ | --------
|                             | Years Ended December 31,
|                             | 2007                     | 2006    
|                             | (in thousands)          
|Investment Property          |                          |         
|Balance at beginning of year | $ 18,750                 | $ 18,336
|Property improvements        | 794                      | 430     
|Disposals of property        | --                       | (16)    
|Balance at end of Year       | $19,544                  | $18,750 
|                             |                          |         
|Accumulated Depreciation     |                          |         
|Balance at beginning of year | $ 15,414                 | $ 14,348
|Additions charged to expense | 811                      | 1,080   
|Disposals of property        | --                       | (14)    
|Balance at end of year       | $16,225                  | $15,414 



The aggregate cost of the real estate for Federal income tax purposes at December 31, 2007 and 2006 is approximately $18,216,000 and $17,425,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2007 and 2006 is approximately $12,370,000 and $11,417,000, respectively.



Note E - Income Taxes



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



The following is a reconciliation of reported net loss and Federal taxable loss (in thousands, except per unit data):



|                                 |          |         
|-------------------------------- | -------- | --------
|                                 | 2007     | 2006    
|Net loss as reported             | $  (217) | $  (663)
|Add (deduct):                    |          |         
|Fixed asset write-offs and       |          |         
|casualty gain                    | 23       | (14)    
|Depreciation differences         | (142)    | (36)    
|Prepaid rent                     | (12)     | (27)    
|Other                            | (27)     | 18      
|                                 |          |         
|Federal taxable loss             | $(375)   | $(722)  
|                                 |          |         
|Federal taxable loss per limited |          |         
|partnership unit                 | $(7.55)  | $(11.49)



The tax basis of the Partnership's assets and liabilities is approximately $8,230,000 greater than the assets and liabilities as reported in the financial statements.



For 2007 and 2006 allocations under the Internal Revenue Code section 704(b) resulted in the limited partners being allocated a non-pro rate amount of taxable income or loss.













Note F  Casualty Gain



On June 14, 2006, The Lakes Apartments suffered flood damage to 46 of its apartment units as a result of a severe storm. A casualty gain of approximately $14,000 was recorded at the Partnerships investment property as a result of the receipt of insurance proceeds of approximately $16,000 offset by the write off of approximately $2,000 of undepreciated property improvements and replacements.



Note G  Contingencies



In March 1998, several putative unit holders of limited partnership units of the Partnership commenced an action entitled Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the State of California for the County of San Mateo. The plaintiffs named as defendants, among others, the Partnership, its General Partner and several of their affiliated partnerships and corporate entities. The action purported to assert claims on behalf of a class of limited partners and derivatively on behalf of a number of limited partnerships (including the Partnership) that are named as nominal defendants, challenging, among other things, the acquisition of interests in certain General Partner entities by Insignia Financial Group, Inc. ("Insignia") and entities that were, at one time, affiliates of Insignia; past tender offers by the Insignia affiliates to acquire limited partnership units; management of the partnerships by the Insignia affiliates; and the series of transactions which closed on October 1, 1998 and February 26, 1999 whereby Insignia and Insignia Properties Trust, respectively, were merged into AIMCO. The plaintiffs sought monetary damages and equitable relief, including judicial dissolution of the Partnership. In addition, during the third quarter of 2001, a complaint captioned Heller v. Insignia Financial Group (the "Heller action") was filed against the same defendants that are named in the Nuanes action. On or about August 6, 2001, plaintiffs filed a first amended complaint. The Heller action was brought as a purported derivative action, and asserted claims for, among other things, breach of fiduciary duty, unfair competition, conversion, unjust enrichment, and judicial dissolution. On January 28, 2002, the trial court granted defendants motion to strike the complaint.  Plaintiffs took an appeal from this order.



On January 8, 2003, the parties filed a Stipulation of Settlement in proposed settlement of the Nuanes action and the Heller action. On June 13, 2003, the court granted final approval of the settlement and entered judgment in both the Nuanes and Heller actions. On August 12, 2003, an objector ("Objector") filed an appeal (the Appeal) seeking to vacate and/or reverse the order approving the settlement and entering judgment thereto. On May 4, 2004, the Objector filed a second appeal challenging the courts use of a referee and its order requiring Objector to pay those fees.



On March 21, 2005, the Court of Appeals issued opinions in both pending appeals.  With regard to the settlement and judgment entered thereto, the Court of Appeals vacated the trial courts order and remanded to the trial court for further findings on the basis that the state of the record is insufficient to permit meaningful appellate review.  The matter was transferred back to the trial court on June 21, 2005.  With regard to the second appeal, the Court of Appeals reversed the order requiring the Objector to pay referee fees. With respect to the related Heller appeal, on July 28, 2005, the Court of Appeals reversed the trial courts order striking the first amended complaint.



On August 18, 2005, Objector and his counsel filed a motion to disqualify the trial court based on a peremptory challenge and filed a motion to disqualify for cause on October 17, 2005, both of which were ultimately denied and/or struck by the trial court.  On or about October 13, 2005 Objector filed a motion to intervene and on or about October 19, 2005 filed both a motion to take discovery relating to the adequacy of plaintiffs as derivative representatives and a motion to dissolve the anti-suit injunction in connection with settlement.  On November 14, 2005, Plaintiffs filed a Motion For Further Findings pursuant to the remand ordered by the Court of Appeals. Defendants joined in that motion.  On February 3, 2006, the Court held a hearing on the various matters pending before it and ordered additional briefing from the parties and Objector. On June 30, 2006, the trial court entered an order confirming its approval of the class action settlement and entering judgment thereto after the Court of Appeals had remanded the matter for further findings. The substantive terms of the settlement agreement remain unchanged.  The trial court also entered supplemental orders on July 1, 2006, denying Objectors Motion to File a Complaint in Intervention, Objectors Motion for Leave of Discovery and Objectors Motion to Dissolve the Anti-Suit Injunction.  Notice of Entry of Judgment was served on July 10, 2006.



On August 31, 2006, the Objector filed a Notice of Appeal to the Courts June 30, 2006 and July 1, 2006 orders. The matter was argued and submitted and the Court of Appeal issued an opinion on February 20, 2008 affirming the order approving the settlement and judgment entered thereto. On March 12, 2008, the Court of Appeal denied Appellants Petition for Re-Hearing.  Appellant has until April 1, 2008 to file a Petition for Review with the California Supreme Court.



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 property that are not of a routine nature arising in the ordinary course of business.



Environmental



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



Mold



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



Note H  Subsequent Event



Subsequent to December 31, 2007 the Partnership entered into a sale contract with a third party relating to the sale of The Lakes Apartments, which is projected to close during the second quarter of 2008.  The Partnership determined that certain criteria of SFAS No. 144 were not met at December 31, 2007 and therefore continues to report the assets and liabilities of the investment property as held for investment and its respective operations as continuing operations.

















ITEM 8.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure



None.



Item 8A.

Controls and Procedures



(a)

Disclosure Controls and Procedures



The Partnerships management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnerships disclosure controls and procedures (as 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.



Managements Report on Internal Control Over Financial Reporting



The Partnerships management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the General Partner, who are the equivalent of the Partnerships principal executive officer and principal financial officer, respectively, and effected by the Partnerships management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;



·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnerships management; and



·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



The Partnerships management assessed the effectiveness of the Partnerships internal control over financial reporting as of December 31, 2007.  In making this assessment, the Partnerships management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.



Based on their assessment, the Partnerships management concluded that, as of December 31, 2007, the Partnerships internal control over financial reporting is effective.



This annual report does not include an attestation report of the Partnerships registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to the attestation by the Partnerships registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Partnership to provide only managements report in this annual report.



(b)

Changes in Internal Control Over Financial Reporting.



There have been no significant changes in the Partnerships internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of 2007 that have materially affected, or are reasonably likely to materially affect, the Partnerships internal control over financial reporting.



Item 8B.

Other Information



On March 27, 2008, AIMCO announced that Scott W. Fordham, Senior Vice President and Chief Accounting Officer of AIMCO and the General Partner, has announced his resignation.  Mr. Fordham has chosen to leave AIMCO to return to Texas to pursue an opportunity as chief accounting officer with an office REIT led by Tom August, the former CEO of Prentiss Properties Trust (Prentiss), with whom Mr. Fordham served as senior vice president and chief accounting officer prior to Prentisss 2006 merger with Brandywine Realty Trust.



Mr. Fordham will remain with AIMCO through the first quarter close in order to ensure an orderly transition.















PART III



Item 9.

Directors, Executive Officers, Promoters and Control Persons and Corporate Governance; Compliance with Section 16(a) of the Exchange Act



Consolidated Capital Growth Fund (the Partnership or the Registrant) has no officers or directors.  ConCap Equities, Inc. (CEI or the General Partner) manages and controls substantially all of the Partnerships affairs and has general responsibility in all matters affecting its business.



The names and ages of, as well as the positions and offices held by, the present directors and officers of the General Partner are set forth below. There are no family relationships between or among any officers or directors.



|                  |     |                                                
|----------------- | --- | -----------------------------------------------
|Name              | Age | Position                                       
|                  |     |                                                
|Martha L. Long    | 48  | Director and Senior Vice President             
|Harry G. Alcock   | 45  | Director and Executive Vice President          
|Timothy Beaudin   | 49  | Executive Vice President and Chief             
|                  |     | Development Officer                            
|Lisa R. Cohn      | 39  | Executive Vice President, General Counsel and  
|                  |     | Secretary                                      
|Patti K. Fielding | 44  | Executive Vice President  Securities and Debt;
|                  |     | Treasurer                                      
|Thomas M. Herzog  | 45  | Executive Vice President and Chief             
|                  |     | Financial Officer                              
|Scott Fordham     | 40  | Senior Vice President and Chief Accounting     
|                  |     | Officer                                        
|Stephen B. Waters | 46  | Vice President                                 



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



Harry G. Alcock was appointed as a Director of the General Partner in October 2004 and was appointed Executive Vice President of the General Partner in February 2004 and has been Executive Vice President of AIMCO since October 1999.  Mr. Alcock has had responsibility for acquisition and financing activities of AIMCO since July 1994, serving as Vice President from July 1996 to October 1997 and as Senior Vice President from October 1997 to October 1999. Mr. Alcock focuses on transactions related to AIMCOs portfolio of properties in the western portion of the United States.



Timothy Beaudin was appointed Executive Vice President and Chief Development Officer of the General Partner and AIMCO in October 2005.  Prior to this time, beginning in 1995, Mr. Beaudin was with Catellus Development Corporation, a San Francisco, California-based real estate investment trust.  During his last five years at Catellus, Mr. Beaudin served as Executive Vice President, with management responsibility for development, construction and asset management.



Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the General Partner and AIMCO in December 2007.  From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of AIMCO.  Ms. Cohn joined AIMCO in July 2002 as Vice President and Assistant General Counsel.  Prior to joining AIMCO, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.



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



Thomas M. Herzog was appointed Chief Financial Officer of the General Partner and AIMCO in November 2005 and was appointed Executive Vice President of the General Partner and AIMCO in July 2005.  In January 2004, Mr. Herzog joined AIMCO as Senior Vice President and Chief Accounting Officer and of the General Partner in February 2004.  Prior to joining AIMCO in January 2004, Mr. Herzog was at GE Real Estate, serving as Chief Accounting Officer & Global Controller from April 2002 to January 2004 and as Chief Technical Advisor from March 2000 to April 2002.  Prior to joining GE Real Estate, Mr. Herzog was at Deloitte & Touche LLP from 1990 to 2000.



Scott W. Fordham was appointed Senior Vice President and Chief Accounting Officer in January 2007 of the Managing General Partner and AIMCO. Prior to joining AIMCO, Mr. Fordham served as Vice President and Chief Accounting Officer of Brandywine Realty Trust from January 2006 through December 2006. Prior to the merger of Prentiss Properties Trust with Brandywine Realty Trust, Mr. Fordham served as Senior Vice President and Chief Accounting Officer of Prentiss Properties Trust and was in charge of the corporate accounting and financial reporting groups. Prior to joining Prentiss Properties Trust in 1992, Mr. Fordham worked in public accounting with PricewaterhouseCoopers LLP.



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



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



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



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















Item 10.

Executive Compensation



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



Item 11.

Security Ownership of Certain Beneficial Owners and Management



(a)

Security Ownership of Certain Beneficial Owners



Except as noted below, no person or entity was known by the Partnership to own of record or beneficially more than 5% of the Limited Partnership Units (the Units) of the Partnership as of December 31, 2007.



|                             |                 |           
|---------------------------- | --------------- | ----------
|Entity                       | Number of Units | Percentage
|AIMCO Properties, L.P.       |                 |           
|(an affiliate of AIMCO)      | 11,133.10       | 22.63%    
|Madison River Properties LLC |                 |           
|(an affiliate of AIMCO)      | 2,690.00        | 5.47%     
|AIMCO IPLP, L.P.             |                 |           
|(an affiliate of AIMCO)      | 19,310.65       | 39.26%    



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



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



(b)

Beneficial Owners of Management



No director or officer of the General Partner owns any units of the Partnership of record or beneficially.



(c)

Change in Control



Beneficial Owners of CEI



As of December 31, 2007, an affiliate of the General Partner was the sole shareholder of its common stock:



|                          |           |         
|------------------------- | --------- | --------
|                          | NUMBER OF | PERCENT 
|NAME AND ADDRESS          | UNITS     | OF TOTAL
|                          |           |         
|Insignia Properties Trust |           |         
|55 Beattie Place          |           |         
|Greenville, SC 29602      | 100,000   | 100%    



Item 12.

Certain Relationships and Related Transactions, and Director Independence



The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.















Affiliates of the General Partner receive 5% of gross receipts from the Partnership's property as compensation for providing property management services. The Partnership paid to such affiliates approximately $208,000 and $193,000 for the years ended December 31, 2007 and 2006, respectively, which is included in operating expenses.



An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $185,000 and $138,000 for the years ended December 31, 2007 and 2006, respectively, which is included in general and administrative expenses and investment property. The portion of these reimbursements included in investment property for the years ended December 31, 2007 and 2006 are construction management services provided by an affiliate of the General Partner of approximately $46,000 and $18,000, respectively.



The Partnership Agreement provides for a fee equal to 9% of the total operating distributions made to the limited partners from "cash available for distribution" (as defined in the Agreement) to be paid to the General Partner for executive and administrative management services. No fees were paid for the years ended December 31, 2007 and 2006 as there were no operating distributions.



During 2004, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $830,000 to assist in paying city taxes related to the sales of two investment properties and to fund replacement reserves at The Lakes Apartments. During 2005, an AIMCO Properties, L.P. advanced the Partnership approximately $2,720,000 to cover the closing costs and the deficiency between the prior mortgage payoff and the new mortgage on The Lakes Apartments and approximately $217,000 for property and Partnership operations and capital improvements. During the year ended December 31, 2007, AIMCO Properties, L.P. advanced the Partnership approximately $53,000 to fund operating expenses and approximately $162,000 for costs associated with the September 2007 refinancing of The Lakes Apartments. There were no advances made to the Partnership during the year ended December 31, 2006. During the years ended December 31, 2007 and 2006, interest on advances, at the rate of prime plus 2%, was approximately $339,000 and $413,000, respectively. During the year ended December 31, 2007, the Partnership repaid in full the advances and accrued interest of approximately $4,924,000 with proceeds from the September 2007 refinancing of The Lakes Apartments. At December 31, 2007, there were no advances or associated accrued interest due to AIMCO Properties, L.P. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances.  For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.



The Partnership insures its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers compensation, property casualty, general liability and vehicle liability. The Partnership insures its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the years ended December 31, 2007 and 2006, the Partnership was charged by AIMCO and its affiliates approximately $120,000 and $111,000, respectively, for insurance coverage and fees associated with policy claims administration.



In addition to its indirect ownership of the general partner interest in the Partnership, AIMCO and its affiliates owned 33,133.75 limited partnership Units in the Partnership representing 67.36% of the outstanding Units at December 31, 2007. 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, unit holders 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 67.36% 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.



Neither of the General Partner's directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.



Item 13.

Exhibits



See Exhibit Index attached.



Item 14.

Principal Accountant Fees and Services



The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for 2008. The aggregate fees billed for services rendered by Ernst & Young LLP for 2007 and 2006 are described below.



Audit Fees.  Fees for audit services totaled approximately $38,000 and $33,000 for 2007 and 2006, respectively. Fees for audit services also include fees for the reviews of the Partnership's Quarterly Reports on Form 10-QSB.



Tax Fees.  Fees for tax services totaled approximately $6,000 and $7,000 for 2007 and 2006, respectively.













SIGNATURES







In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



| |                                 
| | --------------------------------
| | CONSOLIDATED CAPITAL GROWTH FUND
| |                                 
| | By:   ConCap Equities, Inc.     
| | Its General Partner             
| |                                 
| | By:   /s/Martha L. Long         
| | Martha L. Long                  
| | Senior Vice President           
| |                                 
| | By:   /s/Stephen B. Waters      
| | Stephen B. Waters               
| | Vice President                  
| |                                 
| | Date: March
	31, 2008           



In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.



|                     |                        |                      
|-------------------- | ---------------------- | ---------------------
|/s/Harry G. Alcock   | Director and Executive | Date: March
	31, 2008
|Harry G. Alcock      | Vice President         |                      
|                     |                        |                      
|/s/Martha L. Long    | Director and Senior    | Date: March
	31, 2008
|Martha L. Long       | Vice President         |                      
|                     |                        |                      
|/s/Stephen B. Waters | Vice President         | Date: March
	31, 2008
|Stephen B. Waters    |                        |                      













CONSOLIDATED CAPITAL GROWTH FUND



EXHIBIT INDEX



Exhibit



3

Certificate of Limited Partnership, as amended to date.



3a

Amendment to the Limited Partnership Agreement dated December 22, 2005 filed with the Registrants Form 10-KSB dated December 31, 2005.



10.41

Deed of Trust, Security Agreement and Fixture Filing between Consolidated Capital Growth Fund, a California limited partnership and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Form 8-K dated September 21, 2007)



10.42

Secured Promissory Note between Consolidated Capital Growth Fund, a California limited partnership and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Form 8-K dated September 21, 2007)



10.43

Carveout Guarantee and Indemnity Agreement between AIMCO Properties, L.P., a Delaware limited partnership and Transamerica Occidental Life Insurance Company, an Iowa corporation. (Incorporated by reference to the Form 8-K dated September 21, 2007)



31.1

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



31.2

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



32.1

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