SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Form 10-KSB/A No. 1

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

                For the fiscal year ended December 31, 2003

[ ]   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 organizati                                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 (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.
Yes X  No___

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

State issuer's revenues for its most recent fiscal year.  $3,167,000

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, 2003. 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

<PAGE>

                                Explanatory Note

This  document  amends the Form 10-KSB for the year ended  December  31, 2003 to
include  transactions  related  to the  operations  and  sales  of  three of the
Partnership's  investment  properties.   These  transactions  should  have  been
reported during the year ended December 31, 2003.  Because the transactions were
initially omitted, the Partnership's consolidated financial statements showed an
overstatement  of net  income  for the  year  ended  December  31,  2003  and an
understatement  of  liabilities  and partner's  deficit as of December 31, 2003.
This error has been corrected in the restated consolidated financial statements.


<PAGE>


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

                                     PART I

Item 1.     Description of Business

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, 2006 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  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's  property.  The number and quality of competitive  properties,
including  those which may be managed by an affiliate of the General  Partner in
such  market  area,  could have a material  effect on the rental  market for the
apartments at the  Partnership's  property and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an  insignificant  percentage of total  apartment  units in the United
States and competition for the apartments is local.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's  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  General  Partner  believes  that the  Partnership's  property  is
substantially in compliance with present requirements, the Partnership may incur
unanticipated expenses to comply with the ADA and the FHAA.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  a  residential  property  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.

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

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

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

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

On January 16, 2003, the Partnership  sold  Breckinridge  Square to an unrelated
third  party for net  proceeds of  approximately  $10,991,000  after  payment of
closing costs. The Partnership realized a gain of approximately  $8,775,000 as a
result  of the  sale.  The  Partnership  used  approximately  $6,000,000  of net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$689,000 as result of  unamortized  loan costs being written off and  prepayment
penalties.

On July 25, 2003 the Partnership sold Churchill Park to an unrelated third party
for net proceeds of  approximately  $12,604,000  after payment of closing costs.
The Partnership  realized a gain of approximately  $9,176,000 as a result of the
sale. The Partnership used approximately $6,450,000 of the net proceeds to repay
the mortgage encumbering the property.  In addition,  the Partnership recorded a
loss on early  extinguishment  of debt of approximately  $650,000 as a result of
unamortized loan costs being written off and prepayment penalties.

On September 4, 2003, the  Partnership  sold Doral Springs to an unrelated third
party for net proceeds of  approximately  $21,932,000  after  payment of closing
costs. The Partnership realized a gain of approximately  $16,985,000 as a result
of the sale. The Partnership used approximately  $10,266,000 of the net proceeds
to repay the mortgage  encumbering  the property.  In addition,  the Partnership
recorded a loss on early extinguishment of debt of approximately $2,906,000 as a
result of unamortized loan costs being written off and prepayment penalties.

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.
<TABLE>
<CAPTION>

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

<S>                         <C>          <C>         <C>                    <C>
The Lakes Apartments        $17,115      $12,529     5-30 yrs    S/L        $ 7,318
</TABLE>

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

Schedule of Property Indebtedness

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

                           Principal                                        Principal
                          Balance At                                         Balance
                         December 31,    Interest    Period    Maturity       Due At
       Property              2003          Rate     Amortized    Date      Maturity (2)
                        (in thousands)                                    (in thousands)

<S>                         <C>           <C>          <C>     <C>   <C>     <C>
The Lakes Apartments        $12,240       6.95%        (1)     12/01/05      $12,240
</TABLE>

(1)   Interest only payments.

(2)   See "Item 7. Financial  Statements - Note C" for information  with respect
      to the  Partnership's  ability  to prepay  this  loan and  other  specific
      details about the loan.

Rental Rates and Occupancy

The following table sets forth the average annual rental rates and occupancy for
2003 and 2002 for the property.

                                       Average Annual            Average Annual
                                        Rental Rates               Occupancy
                                         (per unit)
 Property                             2003         2002         2003        2002

 The Lakes Apartments                $6,418       $7,396        82%          87%

The General Partner attributes the decrease in occupancy at The Lakes Apartments
to a slow economy and job  reductions in the local market as well as competition
from newer properties in the local area.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly   competitive.   The  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, 2003,  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 Rates

Real estate taxes and rates in 2003 for the property were:

                                           2003             2003
                                         Billing            Rate
                                      (in thousands)

The Lakes Apartments                       $246             1.04%

Capital Improvements

Breckinridge Square Apartments:

During the year ended December 31, 2003, the Partnership completed approximately
$11,000 of capital  improvements at Breckinridge  Square Apartments,  consisting
primarily of appliance and floor covering replacements.  These improvements were
funded from  operating  cash flow.  Breckinridge  Square  Apartments was sold in
January 2003.

Churchill Park Apartments:

During the year ended December 31, 2003, the Partnership completed approximately
$126,000  of capital  improvements  at  Churchill  Park  Apartments,  consisting
primarily of appliance and floor covering replacements.  These improvements were
funded from  operating  cash flow.  Churchill  Park  Apartments was sold in July
2003.

Doral Springs Apartments:

During the year ended December 31, 2003, the Partnership completed approximately
$196,000  of  capital  improvements  at  Doral  Springs  Apartments,  consisting
primarily of electrical and plumbing upgrades,  interior decoration,  structural
improvements,  and floor covering  replacements.  These improvements were funded
from operating cash flow. Doral Springs Apartments was sold in September 2003.

The Lakes Apartments:

During the year ended December 31, 2003, the Partnership completed approximately
$451,000 of capital  improvements at The Lakes Apartments,  consisting primarily
of  swimming  pool  upgrades,  lighting  improvements,  appliance  replacements,
fitness   equipment,   office   computers,   maintenance   equipment,   building
improvements,  structural improvements,  and floor covering replacements.  These
improvements were funded from operating cash flow and replacement reserves.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming  year and  currently  expects to budget  approximately
$330,000.  Additional improvements may be considered during 2004 and will depend
on the physical  condition of the property as well as  replacement  reserves and
anticipated cash flow generated by the property.

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

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

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

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

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

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

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

During the quarter ended December 31, 2003, 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 aggregating $49,196,000. The Partnership currently has
1,967 holders of record  owning an aggregate of 49,196 Units.  Affiliates of the
General Partner owned 32,142.75  units or  approximately  65.34% at December 31,
2003.  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, 2003 and 2002 (in thousands, except per unit data).
<TABLE>
<CAPTION>

                                            Per Limited                      Per Limited
                            Year Ended      Partnership      Year Ended      Partnership
                        December 31, 2003       Unit     December 31, 2002       Unit

<S>                           <C>              <C>             <C>              <C>
Operations                    $ 317            $ 6.38          $1,732           $34.86
Sale proceeds (1)             18,095           316.33              --               --
                             $18,412          $322.71          $1,732           $34.86

(1)   Proceeds  from the  sales  of  Doral  Springs,  Breckenridge  Square,  and
      Churchill Park Apartments.
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves,  and the  timing  of the debt
maturity,  refinancing,  and/or property sale. The Partnership's  cash available
for  distribution  is reviewed on a monthly  basis.  There can be no  assurance,
however,  that the Partnership  will generate  sufficient funds from operations,
after required capital expenditures, to permit any distributions to its partners
in 2004 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 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2003.  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 65.34% 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  consolidated  financial
statements and other items contained in this report.

Results of Operations

The  Partnership's net income for the years ended December 31, 2003 and 2002 was
approximately $29,445,000 and $421,000, respectively. The increase in net income
for the year ended  December 31, 2003 is due to the  recognition  of the gain on
the sales of Breckinridge  Square,  Churchill Park, and Doral Springs Apartments
partially offset by an increase in the loss from discontinued operations.

Effective  January 1, 2002,  the  Partnership  adopted  Statement  of  Financial
Accounting  Standards  No. 144,  "Accounting  for the  Impairment or Disposal of
Long-Lived Assets", which established standards for the way that public business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being  held  for  sale  or  has  already  been  disposed  of  be  reported  as a
discontinued  operation  on  the  statement  of  operations.  As a  result,  the
accompanying  statement of operations has been restated as of January 1, 2002 to
reflect the operations of Breckinridge Square, Churchill Park, and Doral Springs
Apartments  as (loss)  income from  discontinued  operations  due to the sale of
these properties during 2003.

On January 16, 2003, the Partnership  sold  Breckinridge  Square to an unrelated
third  party for net  proceeds of  approximately  $10,991,000  after  payment of
closing costs. The Partnership realized a gain of approximately  $8,775,000 as a
result  of the  sale.  The  Partnership  used  approximately  $6,000,000  of net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$689,000 as result of  unamortized  loan costs being written off and  prepayment
penalties.   This  amount  is  included  in  (loss)  income  from   discontinued
operations. Included in (loss) income from discontinued operations for the years
ended  December  31,  2003 and 2002 is  approximately  $90,000  and  $2,069,000,
respectively, of revenue generated by the property.

On July 25, 2003 the Partnership sold Churchill Park to an unrelated third party
for net proceeds of  approximately  $12,604,000  after payment of closing costs.
The Partnership  realized a gain of approximately  $9,176,000 as a result of the
sale. The Partnership used approximately $6,450,000 of the net proceeds to repay
the mortgage encumbering the property.  In addition,  the Partnership recorded a
loss on early  extinguishment  of debt of approximately  $650,000 as a result of
unamortized loan costs being written off and prepayment  penalties.  This amount
is included in (loss) income from  discontinued  operations.  Included in (loss)
income from  discontinued  operations  for the years ended December 31, 2003 and
2002 is  approximately  $1,357,000  and  $2,243,000,  respectively,  of  revenue
generated by the property.

On September 4, 2003, the  Partnership  sold Doral Springs to an unrelated third
party for net proceeds of  approximately  $21,932,000  after  payment of closing
costs. The Partnership realized a gain of approximately  $16,985,000 as a result
of the sale. The Partnership used approximately  $10,266,000 of the net proceeds
to repay the mortgage  encumbering  the property.  In addition,  the Partnership
recorded a loss on early extinguishment of debt of approximately $2,906,000 as a
result of  unamortized  loan costs being written off and  prepayment  penalties.
This amount is included in (loss) income from discontinued operations.  Included
in (loss) income from  discontinued  operations for the years ended December 31,
2003 and 2002 is  approximately  $2,168,000  and  $3,252,000,  respectively,  of
revenue generated by the property.

Excluding the gain on sales and the (loss) income from discontinued  operations,
the Partnership's  loss from continuing  operations for the years ended December
31, 2003 and 2002 was approximately $1,002,000 and $300,000,  respectively.  The
increase in loss from  continuing  operations  for the year ended  December  31,
2003, is due to a decrease in total revenues and an increase in total  expenses.
Total  revenue  decreased  due to decreases in rental  income and other  income,
partially  offset by the  recognition of a casualty gain in 2003.  Rental income
decreased  due to  decreases in  occupancy  and the average  rental rates and an
increase in rental  concessions  at the  Partnership's  property.  Other  income
decreased  due to  decreases  in late  charges  and  non-refundable  fees at the
investment property.

In December 2002, The Lakes  Apartments  incurred  damages to its buildings as a
result of a hailstorm. As a result of the damage, approximately $26,000 of fixed
assets and $20,000 of accumulated  depreciation  were written off resulting in a
net write off of approximately  $6,000. The Partnership  received  approximately
$39,000 in proceeds from the insurance  company to repair the damaged units. For
financial  statement  purposes,  a casualty  gain of  approximately  $33,000 was
recognized during the year ended December 31, 2003 as a result of the difference
between the proceeds received and the net book value of the assets written off.

Total expenses increased for the year ended December 31, 2003 due to an increase
in  operating   expense,   partially   offset  by  a  decrease  in  general  and
administrative  expense.   Operating  expense  increased  due  to  increases  in
advertising,   administrative  and  maintenance  expenses.  Advertising  expense
increased due to increases in newspaper and periodicals advertising at The Lakes
Apartments. Administrative expenses increased due to the accrual for a projected
OSHA penalty arising from various citations at The Lakes Apartments. Maintenance
expense  increased due to an increase in contract labor and repairs at The Lakes
Apartments.

General and  administrative  expense  decreased due to a decrease in partnership
management  fees  which  is the  result  of  less  cash  from  operations  being
distributed by the Partnership during the year ended December 31, 2003. Included
in general and administrative  expense for the years ended December 31, 2003 and
2002 are management  reimbursements  to the General Partner as allowed under the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit  required by the  Partnership  Agreement  are also included in general and
administrative expenses.

As part of the ongoing  business 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.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $364,000 compared to approximately $559,000 at December 31, 2002.
The decrease in cash and cash  equivalents of  approximately  $195,000 is due to
approximately  $45,150,000  of cash  used in  financing  activities,  offset  by
approximately  $10,000  and  $44,945,000  of  cash  provided  by  operating  and
investing activities,  respectively. Cash used in financing activities consisted
of the repayment of the mortgages  encumbering  Breckinridge  Square,  Churchill
Park  and  Doral  Springs   Apartments,   principal  payments  on  the  mortgage
encumbering   Doral  Springs   Apartments,   debt   extinguishment   costs,  and
distributions to partners.  Cash provided by investing  activities  consisted of
proceeds from the sales of Breckinridge Square, Churchill Park and Doral Springs
Apartments,  net withdrawals from restricted  escrows maintained by the mortgage
lender,  and  insurance   proceeds   received,   partially  offset  by  property
improvements  and  replacements.  The  Partnership  invests its working  capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  investment  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  and is
studying  new  federal  laws,  including  the  Sarbanes-Oxley  Act of 2002.  The
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance,  including  increased  legal  and audit  fees.  The  Partnership  is
currently  evaluating  the capital  improvement  needs of the  property  for the
upcoming  year.  The minimum  amount to be budgeted is expected to be  $330,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.  The capital  expenditures will be incurred only
if cash is available from  operations and  partnership  reserves.  To the extent
that  such  budgeted  capital  improvements  are  completed,  the  Partnership's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness is approximately $12,240,000. The mortgage for The Lakes Apartments
requires monthly interest only payments. This note requires a balloon payment on
December 1, 2005. The General Partner may attempt to refinance such indebtedness
and/or sell the property prior to such maturity date. If the property  cannot be
refinanced or sold for a sufficient  amount,  the  Partnership  will risk losing
such property through foreclosure.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2006. Accordingly,  prior to such date the Partnership
will need to  either  sell its  investment  property  or extend  the term of the
Partnership.


The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2003 and 2002 (in thousands, except per unit data).
<TABLE>
<CAPTION>

                                            Per Limited                      Per Limited
                            Year Ended      Partnership      Year Ended      Partnership
                        December 31, 2003       Unit     December 31, 2002       Unit

<S>                           <C>              <C>             <C>              <C>
Operations                    $ 317            $ 6.38          $1,732           $34.86
Sale proceeds (1)             18,095           316.33              --               --
                             $18,412          $322.71          $1,732           $34.86

(1)   Proceeds  from the  sales  of  Doral  Springs,  Breckenridge  Square,  and
      Churchill Park Apartments.
</TABLE>

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

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2003.  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 65.34% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note B - Organization and Significant Accounting Policies" which is included in
the 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 consolidated  financial  statements in conformity
with accounting  principles generally accepted in the United States requires the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment property is recorded at cost, less accumulated  depreciation,  unless
considered  impaired.  If events or  circumstances  indicate  that the  carrying
amount of a property may be impaired, the Partnership will make an assessment of
its recoverability by estimating the undiscounted  future cash flows,  excluding
interest charges, of the property.  If the carrying amount exceeds the aggregate
future cash flows,  the  Partnership  would  recognize an impairment loss to the
extent the carrying amount exceeds the fair value of the property.

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

Revenue Recognition

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

Item 7.     Financial Statements

 CONSOLIDATED CAPITAL GROWTH FUND

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2003

      Statements of Operations - Years ended December 31, 2003 and 2002

      Statements of Changes in Partners'  Deficit - Years ended December 31,
      2003 and 2002

      Statements of Cash Flows - Years ended December 31, 2003 and 2002

      Notes to Financial Statements


<PAGE>


          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, 2003, 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, 2003. 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.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  the  Partnership's   management,  as  well  as
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, 2003,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2003,  in conformity
with U.S. generally accepted accounting principles.

As discussed in Note A to the financial  statements,  in 2004 the  management of
Consolidated  Capital Growth Fund identified several transactions related to the
2003  operations  and sales of three  properties  that should have been reported
during the year ended December 31, 2003.

                                                        /s/ERNST & YOUNG LLP



Greenville, South Carolina
March 16, 2004
Except for Notes A, I and J, as to which the date is May 24, 2004

<PAGE>
                        CONSOLIDATED CAPITAL GROWTH FUND

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003
                           (as restated - see Note A)
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $  364
   Receivables and deposits                                                     386
   Restricted escrows                                                            38
   Other assets                                                                 114
   Investment property (Notes C and F):
      Land                                                     $ 946
      Buildings and related personal property                  16,169
                                                               17,115
      Less accumulated depreciation                           (12,529)        4,586
                                                                            $ 5,488


Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 467
   Tenant security deposit liabilities                                           79
   Other liabilities                                                            356
   Mortgage note payable (Note C)                                            12,240

Partners' Deficit
   General partner                                            $ (3,141)
   Limited partners (49,196 units issued and
      outstanding)                                             (4,513)       (7,654)
                                                                            $ 5,488
               See Accompanying Notes to Financial Statements

</TABLE>
<PAGE>
                        CONSOLIDATED CAPITAL GROWTH FUND

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

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                 2003                 2002
                                                        (Restated - see Note A)    (Restated)
Revenues:
<S>                                                             <C>                  <C>
  Rental income                                                 $ 2,897              $ 3,511
  Other income                                                      237                  264
  Casualty gain (Note H)                                             33                   --
      Total revenues                                              3,167                3,775

Expenses:
  Operating                                                       1,771                1,519
  General and administrative                                        372                  538
  Depreciation                                                      907                  908
  Interest                                                          873                  873
  Property taxes                                                    246                  237
      Total expenses                                              4,169                4,075

Loss from continuing operations                                  (1,002)                (300)
(Loss) income from discontinued operations (Note E)              (4,489)                 721
Gain on sales of discontinued operations (Note E)                34,936                   --

Net income (Note G)                                            $ 29,445               $ 421

Net income allocated to general partner                         $ 4,836                $ 4
Net income allocated to limited partners                         24,609                  417

                                                               $ 29,445               $ 421
Per limited partnership unit:
  Loss from continuing operations                              $ (20.16)             $ (6.04)
  (Loss) income from discontinued operations                     (90.34)               14.51
  Gain on sales of discontinued operations                       610.72               $ --

                                                               $ 500.22              $ 8.47

Distributions per limited partnership unit                     $ 322.71              $ 34.86

               See Accompanying Notes to Financial Statements

</TABLE>
<PAGE>

                        CONSOLIDATED CAPITAL GROWTH FUND

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

                                      Limited
                                    Partnership      General      Limited
                                       Units         Partner      Partners      Total

<S>                                    <C>             <C>        <C>          <C>
Original capital contributions         49,196          $ 1        $ 49,196     $ 49,197

Partners' deficit at
  December 31, 2001                    49,196         (5,428)      (11,948)     (17,376)

Distributions to partners                  --            (17)       (1,715)      (1,732)

Net income for the year ended
  December 31, 2002                        --              4           417          421

Partners' deficit at
  December 31, 2002                    49,196         (5,441)      (13,246)     (18,687)

Distributions to partners                  --         (2,536)      (15,876)     (18,412)

Net income for the year ended
  December 31, 2003                        --          4,836        24,609       29,445

Partners' deficit at
  December 31, 2003                    49,196        $(3,141)     $ (4,513)    $ (7,654)

               See Accompanying Notes to Financial Statements

</TABLE>
<PAGE>
                        CONSOLIDATED CAPITAL GROWTH FUND

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

                                                               Years Ended December 31,
                                                                   2003               2002
                                                         (Restated - see Note A)

Cash flows from operating activities:
<S>                                                              <C>                 <C>
  Net income                                                     $ 29,445            $ 421
  Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation                                                   1,614             2,302
     Amortization of loan costs                                        45                69
     Casualty gain                                                    (33)               --
     Bad debt                                                         272               354
     Loss on early extinguishment of debt                           4,245                --
     Gain on sale of discontinued operations                      (34,936)               --
     Changes in assets and liabilities:
      Receivables and deposits                                       (208)             (505)
      Other assets                                                     42               (12)
      Accounts payable                                               (199)              100
      Tenant security deposit liabilities                            (228)               30
      Other liabilities                                               (49)              (26)
            Net cash provided by operating activities                  10             2,733

Cash flows from investing activities:
  Property improvements and replacements                             (784)             (929)
  Net withdrawals from restricted escrows                             163                92
  Insurance proceeds received                                          39                --
  Net proceeds from sales of investment properties                 45,527                --
            Net cash provided by (used in) investing
                activities                                         44,945              (837)

Cash flows from financing activities:
  Distributions to partners                                       (18,412)           (1,732)
  Debt extinguishment cost                                         (3,840)               --
  Repayment of mortgage notes payable                             (22,716)               --
  Loan costs paid                                                      (5)               --
  Principal payments on mortgage notes payable                       (177)             (249)
            Net cash used in financing activities                 (45,150)           (1,981)

Net decrease in cash and cash equivalents                            (195)              (85)
Cash and cash equivalents at beginning of the year                    559               644

Cash and cash equivalents at end of the year                      $ 364              $ 559

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $ 1,752            $ 2,513

               See Accompanying Notes to Financial Statements
</TABLE>
<PAGE>

                        CONSOLIDATED CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2003


Note A - Correction of an Error

Subsequent to December 31, 2003, the Partnership paid approximately  $194,000 in
city  taxes  related to the sales of  Breckinridge  Square  and  Churchill  Park
Apartments  which had not been  accrued as of December  31,  2003.  In addition,
during 2004, the Partnership paid  approximately  $77,000 of expenses related to
the  operations  of Doral  Springs  Apartments  which had not been accrued as of
December 31, 2003. These errors have been corrected in the accompanying restated
consolidated financial statements.

The  following  tables  set forth the  adjustments  to the  balance  sheet as of
December 31, 2003 and the  statement of operations  for the year ended  December
31, 2003. The only financial  statement line items included below are those that
have been restated from the originally reported amounts.
<TABLE>
<CAPTION>

                                                        As of December 31, 2003
                                                            (in thousands)
                                                   As previously
                                                      reported         As restated

<S>                                                    <C>                <C>
Accounts payable                                       $ 196              $ 467
Partners' deficit                                      (7,383)            (7,654)

                                                     Year Ended December 31, 2003
                                                            (in thousands)
                                                   As previously
                                                      reported         As restated

Loss from discontinued operations                     $(4,312)           $(4,489)
Gain on sales of discontinued operations               35,030             34,936
Net income                                             29,716             29,445
Net income allocated to general partner                 4,581              4,836
Net income allocated to limited partners               24,865             24,609
Loss from discontinued operations per
  limited partnership unit                             (86.78)            (90.34)
Gain on sales of discontinued operations per
  limited partnership unit                             612.37             610.72
Net income per limited partnership unit                505.43             500.22
</TABLE>

Note B - Organization and Significant Accounting Policies

Organization:   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, 2006 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.

Basis of  Presentation:  Effective  January 1,  2002,  the  Partnership  adopted
Statement of Financial  Accounting  Standards ("SFAS") No. 144,  "Accounting for
the Impairment or Disposal of Long-Lived  Assets",  which established  standards
for the way that public business enterprises report information about long-lived
assets that are either being held for sale or have  already been  disposed of by
sale or other means.  The standard  requires  that results of  operations  for a
long-lived  asset that is being held for sale or has already been disposed of be
reported as a  discontinued  operation  on the  statement  of  operations.  As a
result,  the  accompanying  statements  of  operations  have been restated as of
January 1, 2002 to reflect the operations of Breckinridge  Square, Doral Springs
and Churchill Park  Apartments  (see Note E) as (loss) income from  discontinued
operations due to the sale of these properties during 2003.

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

Cash and Cash Equivalents: Cash and cash equivalents include cash on hand and in
banks.  At certain times,  the amount of cash deposited at a bank may exceed the
limit on insured  deposits.  Cash balances  included  approximately  $328,000 at
December 31, 2003 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted  Escrows:  At  December  31,  2003  approximately  $38,000 is held in
replacement  reserve funds for certain capital  replacements  (as defined in the
Replacement Reserve Agreement) at The Lakes Apartments.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions  after March 15, 1984,  and before May
9, 1985,  and 19 years for additions  after May 8, 1985,  and before  January 1,
1987. As a result of the Tax Reform Act of 1986,  for additions  after  December
31, 1986, the modified 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 to 15 years.

Loan Costs: Loan costs of approximately $219,000, less accumulated  amortization
of approximately  $177,000, are included in other assets and are being amortized
by the straight-line method over the life of the loan. Amortization expense from
continuing  operations  was  approximately  $22,000  for  both the  years  ended
December 31, 2003 and 2002. Amortization expense is expected to be approximately
$22,000 for the year 2004 and $21,000 for 2005.

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  its space and is current on its
rental payments.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less.  The  Partnership  recognizes  income  as  earned  on its  leases.  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.
In addition,  the General Partner's policy is to offer rental concessions during
particularly  slow months or in response to heavy competition from other similar
complexes in the area. Any  concessions  given at the inception of the lease are
amortized over the life of the lease.

Partners'  Deficit:  Net income 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. The
two affiliated  partnerships received distributions of approximately  $2,027,000
and $14,000 from the Partnership during 2003 and 2002, respectively.

Investment  Property:  Investment property consists of one apartment complex and
is stated at cost.  Acquisition  fees are  capitalized as a cost of real estate.
Expenditures  in excess of $250 that  maintain  an  existing  asset  which has a
useful  life of more  than one  year  are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expressed 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 that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those  assets  are less than the  carrying  amounts  of those  assets.  Costs of
apartment  properties that have been permanently impaired have been written down
to appraised  value. No adjustments for impairment of value were recorded in the
years ended December 31, 2003 and 2002.

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

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs from  continuing  operations  of  approximately  $80,000  and
$51,000  for the years ended  December  31,  2003 and 2002,  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  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Note C - Mortgage Note Payable

The principle term of mortgage note payable is as follows:
<TABLE>
<CAPTION>

                              Principal     Monthly                           Principal
                              Balance At    Payment    Stated                  Balance
                             December 31,  Including  Interest   Maturity      Due At
         Property                2003       Interest    Rate       Date       Maturity
                                 (in thousands)                            (in thousands)

<S>                            <C>            <C>       <C>      <C>   <C>     <C>
The Lakes Apartments           $12,240        $ 71      6.95%    12/01/05      $12,240
</TABLE>

The  mortgage  note  payable  is  nonrecourse  and is  secured  by pledge of the
Partnership's  rental  property  and by pledge of revenues  from the  respective
rental  property.  The note  imposes  prepayment  penalties  if repaid  prior to
maturity and prohibits resale of the property subject to existing indebtedness.

The balloon  principal  payment on the mortgage note payable of  $12,240,000  is
scheduled for December 2005.

Note D - Transactions with Affiliated Parties

The Partnership has no employees and is dependent 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 are entitled to receive 5% of gross  receipts
from the Partnership's  property for providing property management services. The
Partnership paid to such affiliates  approximately $155,000 and $200,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
operating  expenses.  Approximately  $204,000  and  $374,000  was  paid  to such
affiliates for the years ended December 31, 2003 and 2002,  respectively,  which
is  included in (loss)  income from  discontinued  operations  for  Breckinridge
Square, Doral Springs, and Churchill Park Apartments.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $266,000 and $320,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the General  Partner of  approximately  $36,000 and $26,000 for the
years  ended  December  31,  2003  and  2002,  respectively.   The  construction
management service fees are calculated based on a percentage of additions to the
investment property.

The  Partnership  Agreement  provides  for  a fee  equal  to  9%  of  the  total
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.  Affiliates of the General
Partner received approximately $28,000 and $154,000 for the years ended December
31, 2003 and 2002, respectively, for providing these services, which is included
in general and administrative expenses.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Breckinridge  Square in January  2003,  Churchill  Park in July 2003,  and Doral
Springs in September 2003, the General Partner is entitled to a commission of up
to 3% for its assistance in the sales of these investment properties. During the
year ended  December  31, 2003  approximately  $603,000  was paid to the General
Partner.

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  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, 2003 and 2002, the Partnership was
charged  by  AIMCO  and its  affiliates  approximately  $127,000  and  $135,000,
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 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2003.  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 65.34% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO, as its sole stockholder.

Note E - Sale of Discontinued Operations

On January 16, 2003, the Partnership  sold  Breckinridge  Square to an unrelated
third  party for net  proceeds of  approximately  $10,991,000  after  payment of
closing costs. The Partnership realized a gain of approximately  $8,775,000 as a
result  of the  sale.  The  Partnership  used  approximately  $6,000,000  of net
proceeds to repay the  mortgage  encumbering  the  property.  In  addition,  the
Partnership  recorded a loss on early  extinguishment  of debt of  approximately
$689,000 as result of  unamortized  loan costs being written off and  prepayment
penalties.   This  amount  is  included  in  (loss)  income  from   discontinued
operations.  In  accordance  with  SFAS  144,  the  accompanying  statements  of
operations for the years ended December 31, 2003 and 2002 reflect the operations
of  Breckinridge  Square as discontinued  operations.  Included in (loss) income
from  discontinued  operations for the years ended December 31, 2003 and 2002 is
approximately $90,000 and $2,069,000,  respectively, of revenue generated by the
property.

On July 25, 2003 the Partnership sold Churchill Park to an unrelated third party
for net proceeds of  approximately  $12,604,000  after payment of closing costs.
The Partnership  realized a gain of approximately  $9,176,000 as a result of the
sale. The Partnership used approximately $6,450,000 of the net proceeds to repay
the mortgage encumbering the property.  In addition,  the Partnership recorded a
loss on early  extinguishment  of debt of approximately  $650,000 as a result of
unamortized loan costs being written off and prepayment  penalties.  This amount
is included in (loss) income from  discontinued  operations.  In accordance with
SFAS 144, the accompanying statements of operations for the years ended December
31, 2003 and 2002  reflect the  operations  of  Churchill  Park as  discontinued
operations. Included in (loss) income from discontinued operations for the years
ended December 31, 2003 and 2002 is  approximately  $1,357,000  and  $2,243,000,
respectively, of revenue generated by the property.

On September 4, 2003, the  Partnership  sold Doral Springs to an unrelated third
party for net proceeds of  approximately  $21,932,000  after  payment of closing
costs. The Partnership realized a gain of approximately  $16,985,000 as a result
of the sale. The Partnership used approximately  $10,266,000 of the net proceeds
to repay the mortgage  encumbering  the property.  In addition,  the Partnership
recorded a loss on early extinguishment of debt of approximately $2,906,000 as a
result of  unamortized  loan costs being written off and  prepayment  penalties.
This amount is  included  in (loss)  income  from  discontinued  operations.  In
accordance  with SFAS 144, the  accompanying  statements of  operations  for the
years ended  December 31, 2003 and 2002 reflect the  operations of Doral Springs
as  discontinued  operations.   Included  in  (loss)  income  from  discontinued
operations  for the years  ended  December  31,  2003 and 2002 is  approximately
$2,168,000 and $3,252,000, respectively, of revenue generated by the property.

Note F - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>
                                                     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
<S>                               <C>             <C>         <C>              <C>
  Raleigh, North Carolina         $12,240         $ 946       $ 9,605          $ 6,564
</TABLE>

<TABLE>
<CAPTION>

                              Gross Amount At Which
                                     Carried
                              At December 31, 2003
                                 (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
<S>                      <C>      <C>       <C>        <C>           <C>       <C>        <C>
  Raleigh,North Carolina $ 946    $16,169   $17,115    $12,529       1973      05/88      5-30
</TABLE>


Reconciliation of "Investment Properties and Accumulated Depreciation":

                                       Years Ended December 31,
                                         2003             2002
                                            (in thousands)
Real Estate
Balance at beginning of year           $ 49,264         $48,335
  Property improvements                    784              929
  Disposals of property                 (32,933)             --
Balance at end of Year                 $ 17,115         $49,264

Accumulated Depreciation
Balance at beginning of year           $ 33,671         $31,369
  Additions charged to expense            1,614           2,302
  Disposals of property                 (22,756)             --
Balance at end of year                 $ 12,529         $33,671

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003 and 2002,  is  approximately  $15,822,000  and  $46,555,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2003 and 2002,  is  approximately  $8,504,000  and  $25,278,000,
respectively.

Note G - Income Taxes

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

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

                                          2003          2002
Net income as reported                   $29,445       $ 421
Add (deduct):
  Fixed asset write-offs and
    casualty gain                            (33)          --
  Depreciation differences                   230          332
  Prepayment penalties                    (3,841)          --
  Gain on sales                              723           --
  Prepaid rent                              (140)          22
  Other                                      287           92

Federal taxable income                   $26,671       $ 867

Federal taxable income per
  limited partnership unit               $452.44      $ 17.45

The tax basis of the  Partnership's  assets  and  liabilities  is  approximately
$8,591,000  greater than the assets and liabilities as reported in the financial
statements.

Note H - Casualty Gain

In December 2002, the Partnership's  remaining  investment  property,  The Lakes
Apartments,  incurred damages to its buildings as a result of a hailstorm.  As a
result of the  damage,  approximately  $26,000 of fixed  assets  and  $20,000 of
accumulated  depreciation  were  written  off  resulting  in a net  write off of
approximately $6,000. The Partnership received approximately $39,000 in proceeds
from the insurance company to repair the damaged units. For financial  statement
purposes,  a casualty gain of  approximately  $33,000 was recognized  during the
year ended December 31, 2003 as a result of the difference  between the proceeds
received and the net book value of the assets written off.

Note I - Legal Proceedings

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

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

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

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

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

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

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

Note J - Contingencies

The Partnership has accrued  approximately  $100,000 related to a projected OSHA
penalty arising from various citations at The Lakes Apartments.  The Partnership
is currently negotiating with OSHA and anticipates that the Partnership will pay
less than the estimated  amount accrued.  The Partnership  does not believe that
the amount of the penalty will exceed the accrual.

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

Note K - Subsequent Event

Subsequent  to  December  31,  2003  and  in  accordance  with  the  Partnership
Agreement, the General Partner loaned the Partnership  approximately $500,000 to
aid in the  payment  of taxes  related to the sales of  Breckinridge  Square and
Doral Springs Apartments.

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

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period,  the  Partnership's  disclosure  controls  and  procedures  needed to be
improved  and were  improved  subsequent  to December  31, 2003 to provide  that
expenses  related  to sold  properties  are more  accurately  estimated  and are
reported in the proper period. In particular,  the Partnership has implemented a
system to improve the coordination and  communication  between those departments
responsible  for property and tax accounting and the group  responsible  for the
preparation and reporting of financial information.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

                                    PART III

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

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

Name                        Age    Position

Peter K. Kompaniez           59    Director
Martha L. Long               44    Director and Senior Vice President
Harry G. Alcock              41    Executive Vice President
Miles Cortez                 60    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            40    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             41    Senior Vice President and Chief Accounting
                                     Officer

Peter K. Kompaniez has been Director of the General Partner since February 2004.
Mr.  Kompaniez  has been Vice  Chairman of the Board of Directors of AIMCO since
July 1994 and was  appointed  President  in July 1997.  Mr.  Kompaniez  has also
served as Chief Operating  Officer of NHP Incorporated  after it was acquired by
AIMCO in December  1997.  Effective  April 1, 2004,  Mr.  Kompaniez  resigned as
President of AIMCO.  Mr.  Kompaniez will continue in his role as Director of the
General  Partner and Vice  Chairman  of AIMCO's  Board and will serve AIMCO on a
variety of special and ongoing projects in an operating role.

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

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

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

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

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

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

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

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

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

(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 of the
Partnership as of December 31, 2003.

Entity                                  Number of Units      Percentage
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                  10,142.10           20.62%
Madison River Properties LLC
  (an affiliate of AIMCO)                   2,690.00            5.47%
AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                  19,310.65           39.25%

AIMCO IPLP, L.P. (formerly known as Insignia  Properties,  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,  2003,  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

The Partnership has no employees and is dependent 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 are entitled to receive 5% of gross  receipts
from the Partnership's  property for providing property management services. The
Partnership paid to such affiliates  approximately $155,000 and $200,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
operating  expenses.  Approximately  $204,000  and  $374,000  was  paid  to such
affiliates for the years ended December 31, 2003 and 2002,  respectively,  which
is  included in (loss)  income from  discontinued  operations  for  Breckinridge
Square, Doral Springs, and Churchill Park Apartments.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $266,000 and $320,000 for the
years  ended  December  31,  2003 and 2002,  respectively,  which is included in
general and administrative  expenses and investment property.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the General  Partner of  approximately  $36,000 and $26,000 for the
years  ended  December  31,  2003  and  2002,  respectively.   The  construction
management service fees are calculated based on a percentage of additions to the
investment property.

The  Partnership  Agreement  provides  for  a fee  equal  to  9%  of  the  total
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.  Affiliates of the General
Partner received approximately $28,000 and $154,000 for the years ended December
31, 2003 and 2002, respectively, for providing these services, which is included
in general and administrative expenses.

Pursuant  to the  Partnership  Agreement  and in  connection  with  the  sale of
Breckinridge  Square in January  2003,  Churchill  Park in July 2003,  and Doral
Springs in September 2003, the General Partner is entitled to a commission of up
to 3% for its assistance in the sales of these investment properties. During the
year ended  December  31, 2003  approximately  $603,000  was paid to the General
Partner.

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  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, 2003 and 2002, the Partnership was
charged  by  AIMCO  and its  affiliates  approximately  $127,000  and  $135,000,
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 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2003.  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 65.34% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO, as its sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b)   Reports on Form 8-K:

            None filed during the quarter ended December 31, 2003.

Item 14.    Principal Accounting Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial statements of the Partnership for 2004.

Audit Fees. The Partnership  paid to Ernst & Young LLP audit fees of $62,000 and
$48,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $26,000 and $21,000, respectively.
<PAGE>


                                   SIGNATURES



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


                                    CONSOLIDATED CAPITAL GROWTH FUND


                                    By:   ConCap Equities, Inc.
                                          Its General Partner


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


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


                                    Date: May 24, 2004


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


/s/Peter K. Kompaniez         Director                      Date: May 24, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date  May 24, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President and     Date  May 24, 2004
Thomas M. Herzog              Chief Accounting Officer

<PAGE>

                                  EXHIBIT INDEX

     Exhibit

     3    Certificate of Limited Partnership, as amended to date.

     10.1 Property  Management  Agreement No. 201 dated October 23, 1990, by and
          between the  Partnership  and CCEC  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

     10.2 Property  Management  Agreement No. 302 dated October 23, 1990, by and
          between the  Partnership  and CCEC  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

     10.3 Property  Management  Agreement No. 401 dated October 23, 1990, by and
          between the  Partnership  and CCEC  (Incorporated  by reference to the
          Quarterly  Report on Form 10-Q for the  quarter  ended  September  30,
          1990).

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

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

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

     10.7 Assignment  and  Assumption  Agreement  dated October 23, 1990, by and
          between  CCMLP and  Horn-Barlow  Companies  (200  Series  of  Property
          Management  Contracts),  (Incorporated  by reference to the  Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).

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

     10.9 Assignment  and  Assumption  Agreement  dated October 23, 1990, by and
          between CCMLP and R&B Realty Group (400 Series of Property  Management
          Contracts)  (Incorporated by reference to the Quarterly Report on Form
          10-Q for the quarter ended September 30, 1999).

     10.10Assignment and Assumption  Agreement  dated  September 1, 1991, by and
          between the Partnership and CCGF  Associates,  Ltd.  (Incorporated  by
          reference  to the  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1991).

     10.11Construction  Management Cost Reimbursement Agreement dated January 1,
          1991, by and between the Partnership  and  Horn-Barlow  Companies (the
          "Horn-Barlow  Construction  Management  Agreement").  (Incorporated by
          reference  to the  Annual  Report  on Form  10-K  for the  year  ended
          December 31, 1991).

     10.12Assignment and Assumption  Agreement  dated  September 1, 1991, by and
          between  the  Partnership  and  CCGF  Associates,   Ltd.  (Horn-Barlow
          Construction Management Agreement).  (Incorporated by reference to the
          Annual Report on Form 10-K for the year ended December 31, 1991).

     10.13Construction  Management Cost Reimbursement Agreement dated January 1,
          1991,  by  and  between  the  Partnership   and  Metro  ConCap,   Inc.
          (Incorporated  by reference to the Annual  Report on Form 10-K for the
          year ended December 31, 1991).

     10.14Construction  Management Cost Reimbursement Agreement dated January 1,
          1991,  by and between the  Partnership  and R&B  Apartment  Management
          Company, Inc.  (Incorporated by reference to the Annual Report on Form
          10-K for the year ended December 31, 1991).

     10.15Investor  Services  Agreement  dated  October 23, 1990, by and between
          the Partnership and CCEC  (Incorporated  by reference to the Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).

     10.16Assignment  and Assumption  Agreement  (Investor  Services  Agreement)
          dated  October  23,  1990,  by and  between  CCEC and ConCap  Services
          Company  (Incorporated  by reference to the Annual Report on Form 10-K
          for the year ended December 31, 1990).

     10.17Letter of Notice dated December 20, 1991, from  Partnership  Services,
          Inc. ("PSI") to the Partnership  regarding the change in ownership and
          dissolution  of  ConCap  Services  Company  whereby  PSI  assumed  the
          Investor Services Agreement.  (Incorporated by reference to the Annual
          Report on Form 10-K for the year ended December 31, 1991).

     10.18Financial  Services  Agreement  dated October 23, 1990, by and between
          the Partnership and CCEC  (Incorporated  by reference to the Quarterly
          Report on Form 10-Q for the quarter ended September 30, 1990).

     10.19Assignment  and Assumption  Agreement  (Financial  Service  Agreement)
          dated October 23, 1990, by and between CCEC and ConCap Capital Company
          (Incorporated  by reference to the  Quarterly  Report on Form 10-Q for
          the quarter ended September 30, 1990).

     10.20Letter of Notice dated December 20, 1991,  from PSI to the Partnership
          regarding the change in ownership and  dissolution  of ConCap  Captial
          Company   whereby  PSI  assumed  the  Financial   Services   Agreement
          (Incorporated  by reference to the Annual  Report on Form 10-K for the
          year ended December 31, 1991).

     10.21Property  Management  Agreement  No.  414 dated May 13,  1993,  by and
          between the Partnership and Coventry Properties, Inc. (Incorporated by
          reference to the  Quarterly  Report on Form 10-Q for the quarter ended
          September 30, 1993).

     10.22Assignment and Assumption  Agreement  (Property  Management  Agreement
          No. 414) dated May 13, 1993, by and between Coventry Properties, Inc.,
          R&B Apartment Management Company, Inc., and Partnership Services, Inc.
          (Incorporated  by reference to the  Quarterly  Report on Form 10-Q for
          the quarter ended September 30, 1993).

     10.23Assignment  Agreement as to Certain Property Management Services dated
          May 13, 1993, by and between Coventry Properties, Inc. and Partnership
          Services,  Inc.  (Incorporated by reference to the Quarterly Report on
          Form 10-Q for the quarter ended September 30, 1993).

     10.24Property  Management  Agreement  No. 506 dated  June 1,  1993,  by and
          between the Partnership and Coventry Properties, Inc.

     10.25Assignment and Assumption  Agreement as to Certain Property Management
          Services dated November 17, 1993, by and between Coventry  Properties,
          Inc. and Partnership Services, Inc.

     10.27Assignment and Assumption  Agreement as to Certain Property Management
          Services dated November 17, 1993, by and between Coventry  Properties,
          Inc. and Partnership Services, Inc.

     10.28Multifamily Note dated November 30, 1995 between  Consolidated Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.29Multifamily Note dated November 30, 1995 between  Consolidated Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.30Multifamily Note dated November 30, 1995 between  Consolidated Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.31Multifamily Note dated November 1, 1996 between  Consolidated  Capital
          Growth Fund, a California  limited  partnership,  and Lehman  Brothers
          Holdings  Inc.  d/b/a Lehman  Capital,  A Division of Lehman  Brothers
          Holdings, Inc.

     10.32Purchase  and  Sale   Contract   between   Registrant   and  Brookside
          Properties, Inc., dated November 22, 2002.

     10.33First Amendment to Purchase and Sale Contract  between  Registrant and
          Brookside Properties, Inc., dated November 22, 2002.

     10.34Second Amendment to Purchase and Sale Contract between  Registrant and
          Brookside Properties, Inc., dated November 22, 2002.

     10.35Assignment of Purchase  Agreement between Brookside  Properties,  Inc.
          and Breckinridge Multifamily, LLC, dated January 16, 2003.

     10.36Purchase and Sale  Contract  between  Registrant  and  Churchill  Park
          Investors, LLC, dated May 7, 2003.

     10.37Reinstatement  and  Amendment  to Purchase and Sale  Contract  between
          Registrant and Churchill Park Investors, LLC dated June 24, 2003.

     10.38Purchase and Sale  Contract  between  Registrant  and FF Realty,  LLC,
          dated June 6, 2003.

     10.39Reinstatement  and  Amendment  to Purchase and Sale  Contract  between
          Registrant and FF Realty, LLC dated July 11, 2003.

     10.40Second Amendment to Purchase and Sale Contract between  Registrant and
          FF Realty, LLC dated August 15, 2003.

     10.41Escrow Agreement between  Registrant and FF Realty,  LLC dated June 6,
          2003.

     10.42Assignment  and Assumption of Real Estate Sales  Agreement  between FF
          Realty, LLC and Fairfield Doral Springs, LLC dated August 22, 2003.

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

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

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

<PAGE>
Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  May 24, 2004

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  May 24, 2004

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


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form  10-KSB/A No. 1 of  Consolidated
Capital Growth Fund (the "Partnership"), for the year ended December 31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the Chief Executive  Officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the Chief Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  May 24, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  May 24, 2004


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