SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

                   For the fiscal year ended December 31, 2002

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

                   For the transition period from _________to _________

                          Commission file number 0-8639

                        CONSOLIDATED CAPITAL GROWTH FUND
                 (Name of small business issuer in its charter)

         California                                               94-2382571
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                     Units of Limited Partnership Interests
                                (Title of class)

Check  whether the issuer (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.  $11,339,000

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, 2002. No market exists for the limited  partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  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; 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  four of these  properties.  All but one of these
properties,  Breckinridge Square Apartments,  were previously sold and have been
reacquired by the  Partnership  after the borrowers were unable to perform under
the terms of their note agreements. See "Item 2. Description of Properties".

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

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

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

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

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

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in  significant  increases in  insurance premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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 Properties

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

<TABLE>
<CAPTION>

                                     Date of
Property                            Purchase        Type of Ownership          Use

<S>                            <C>    <C>
Breckinridge Square Apartments (1)    10/78    Fee ownership, subject to   Apartment
  Louisville, Kentucky                         first mortgage              294 units

Churchill Park Apartments             05/90    Fee ownership, subject to   Apartment
  Louisville, Kentucky                         first mortgage              384 units

The Lakes Apartments                  05/88    Fee ownership, subject to   Apartment
  Raleigh, North Carolina                      first mortgage              600 units

Doral Springs Apartments              11/87    Fee ownership, subject to   Apartment
  Miami, Florida                               first mortgage              368 units
</TABLE>

(1) This  property was sold in January 2003.  In  accordance  with  Statement of
Financial  Accounting  Standards  No.  144,  the assets and  liabilities  of the
property  have been  classified  as held for sale at  December  31, 2002 and the
operations  of  the  property  have  been  shown  as  income  from  discontinued
operations for the years ended December 31, 2002 and 2001.

The Partnership sold Breckinridge  Square Apartments to an unrelated third party
for approximately  $11,400,000.  After payment of closing costs, the gain on the
sale  of   Breckinridge   Square   Apartments  was   approximately   $8,300,000.
Breckinridge  Square  Apartments  had revenues of  approximately  $2,069,000 and
$2,142,000 and net income of  approximately  $247,000 and $158,000 for the years
ended December 31, 2002 and 2001,  respectively.  As a result of the transaction
and  after  repayment  of the  mortgage  note  payable,  net sales  proceeds  of
approximately $4,315,000 were distributed to the investors.


Schedule of Properties

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

<TABLE>
<CAPTION>

                             Gross
                           Carrying    Accumulated                          Federal
Property                     Value    Depreciation     Rate     Method     Tax Basis
                               (in thousands)                           (in thousands)
Churchill Park
<S>                           <C>          <C>       <C>                    <C>
  Apartments                  9,705        6,239     5-30 yrs    S/L        $ 4,013
The Lakes Apartments         16,690       11,642     5-30 yrs    S/L          7,661
Doral Springs
   Apartments                13,253        8,316     5-30 yrs    S/L          7,178

     Total                  $39,648      $26,197                            $18,852
</TABLE>

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

The gross  carrying  value,  accumulated  depreciation  and federal tax basis of
Breckinridge  Square Apartments,  which is included in assets held for sale, was
approximately $9,616,000,  $7,474,000, and $2,425,000,  respectively at December
31, 2002.

Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                           Principal                                        Principal
                          Balance At                                         Balance
                         December 31,    Interest    Period    Maturity       Due At
       Property              2002          Rate     Amortized    Date      Maturity (2)
                        (in thousands)                                    (in thousands)

Churchill Park
<S>                           <C>         <C>          <C>     <C>   <C>       <C>
 Apartments                   6,450       6.95%        (1)     12/01/05        6,450

The Lakes Apartments         12,240       6.95%        (1)     12/01/05       12,240

Doral Springs
  Apartments                 10,443       7.53%      20 yrs    07/01/21           --

      Total                 $29,133                                          $18,690
</TABLE>

(1)   Interest only payments

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

On June 28, 2001,  the  Partnership  refinanced the mortgage  encumbering  Doral
Springs  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$6,000,000  with a new mortgage in the amount of  $10,790,000.  The new mortgage
carries a stated interest rate of 7.53%. Interest on the old mortgage was 7.33%.
Principal and interest  payments on the mortgage loan of  approximately  $87,000
are due monthly  until the loan matures in July 2021 at which time the loan will
be fully amortized.  Total capitalized loan costs were  approximately  $371,000.
The  Partnership  recognized  a loss  on the  early  extinguishment  of  debt of
approximately $64,000 due to the write-off of unamortized loan costs.

The loan encumbering Breckinridge Square Apartments of approximately $6,000,000,
which is included  in  liabilities  related to assets held for sale,  was repaid
subsequent  to December  31, 2002 (see Item 7.  Financial  Statements,  Note H -
Subsequent Event).

Rental Rates and Occupancy

The following table sets forth the average annual rental rates and occupancy for
2002 and 2001 for each property.

                                       Average Annual            Average Annual
                                        Rental Rates               Occupancy
                                   (per unit)
 Property                             2002         2001         2002        2001

 Churchill Park Apartments            7,052        7,467        82%          87%
 The Lakes Apartments                 7,396        7,552        87%          92%
 Doral Springs Apartments             9,108        8,913        94%          97%

The General Partner attributes the decrease in occupancy at Churchill Apartments
to a slower  economy  and a lower  demand for student  housing in the area.  The
General  Partner  attributes  the  decrease in  occupancy at The Lakes and Doral
Springs Apartments to a slow economy and job reductions in the local markets.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area. The General Partner believes that
all of the  properties  are  adequately  insured.  The  properties are apartment
complexes  which lease units for lease terms of one year or less. As of December
31, 2002, no tenant leases 10% or more of the available rental space. All of the
properties  are  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 2002 for each property were:

                                           2002             2002
                                          Billing            Rate
                                      (in thousands)

Churchill Park Apartments                   103             0.92%
The Lakes Apartments                        224             0.95%
Doral Springs Apartments                    495             2.10%


Capital Improvements

Breckinridge Square: The Partnership completed approximately $235,000 in capital
expenditures at Breckinridge Square,  consisting primarily of structural,  floor
covering  replacements,  air conditioning,  plumbing fixtures,  appliances,  and
office computers. Those improvements were funded from operations. On January 16,
2003, Breckinridge Square Apartments was sold to an unrelated third party.

Churchill  Park: The  Partnership  completed  approximately  $272,000 in capital
expenditures  at  Churchill  Park,   consisting   primarily  of  floor  covering
replacements,  air  conditioning  units,  plumbing  fixtures,  water  and  sewer
upgrades, fire safety equipment, and appliances.  Those improvements were funded
from operations. The Partnership is currently evaluating the capital improvement
needs of the  property  for the upcoming  year and  currently  expects to budget
approximately  $115,000.  Additional  improvements may be considered during 2003
and will depend on the physical condition of the property as well as anticipated
cash flow generated by the property.

The  Lakes:  The  Partnership  completed   approximately   $309,000  in  capital
expenditures at The Lakes,  consisting primarily of structural  upgrades,  floor
covering replacements, appliances, and office computers. Those improvements were
funded from  operations 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 $180,000.  Additional improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Doral  Springs:  The  Partnership  completed  approximately  $113,000 in capital
expenditures at Doral Springs,  consisting primarily of lighting, floor covering
replacements, roof upgrades, air conditioning, appliances, and office computers.
Those  improvements  were funded from  operations.  The Partnership is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $110,000.  Additional improvements
may be considered  during 2003 and will depend on the physical  condition of the
property as well as anticipated cash flow generated by the property.

Item 3.     Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

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

During the quarter ended December 31, 2002, 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
2,014 holders of record  owning an aggregate of 49,196 Units.  Affiliates of the
General Partner owned 31,755.75  units or  approximately  64.55% at December 31,
2002.  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, 2002 and 2001 (see "Item 6. Management's Discussion and
Analysis or Plan of Operation" for further detail)(in thousands, except per unit
data).

<TABLE>
<CAPTION>

                               Year         Per Limited         Year         Per Limited
                              Ended         Partnership         Ended        Partnership
                        December 31, 2002       Unit     December 31, 2001       Unit

<S>                           <C>              <C>             <C>              <C>
Operations                    $1,732           $34.86          $1,998           $40.18
Refinancing
  proceeds (1)                   --               --            4,433            77.51
                              $1,732           $34.86          $6,431           $117.69
</TABLE>

(1) Refinancing proceeds from Doral Springs Apartments.

Subsequent to December 31, 2002, approximately $4,315,000 was distributed to the
partners related to the sale of Breckenridge  Square  Apartments  (approximately
$3,711,000 to the limited partners or $75.43 per limited partnership unit).

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  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  additional
distributions  to its  partners  in 2003 or  subsequent  periods.  See  "Item 2.
Description of Properties - Capital  Improvements"  for information  relating to
anticipated capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 31,755.75 limited partnership units
(the "Units") in the Partnership representing 64.55% of the outstanding Units at
December  31,  2002.  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 of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner.  As a result of its ownership of 64.55% of
the  outstanding  Units,  AIMCO is in a  position  to  control  all such  voting
decisions  with respect to the  Registrant.  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, 2002 and 2001 was
approximately  $421,000 and $800,000,  respectively.  The decrease in net income
for the year  ended  December  31,  2002 is due to a decrease  in total  revenue
offset  by a  decrease  in  total  expenses.  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  consolidated statements
of operations have been restated as of January 1, 2001 to reflect the operations
of Breckinridge Square Apartments as income from discontinued operations.

On January 16, 2003, the Partnership sold  Breckinridge  Square Apartments to an
unrelated third party for  approximately  $11,400,000.  After payment of closing
costs, the gain on the sale of Breckinridge  Square Apartments was approximately
$8,300,000.   Breckinridge  Square  Apartments  had  revenues  of  approximately
$2,069,000 and $2,142,000 and net income of approximately  $247,000 and $159,000
for the years ended December 31, 2002 and 2001, respectively.

Excluding the discontinued  operations,  income for the years ended December 31,
2002  and  2001 was  approximately  $174,000  and  $641,000,  respectively.  The
decrease  in net  income  is due to a  decrease  in total  revenues  offset by a
decrease in total expenses. Total revenues decreased for the year ended December
31,  2002  primarily  due to  decreases  in rental  income and a  casualty  gain
recognized in 2001 offset by an increase in other income at the three  remaining
investment properties. Rental revenue decreased due to decreases in occupancy at
the three remaining investment properties and a decrease in average rental rates
at Churchill  Park and The Lakes  Apartments.  Other income  increased due to an
increase in late fees at Doral Springs Apartments and lease cancellation fees at
the three remaining investment properties.

During the year ended  December 31, 2001, a net casualty  gain of  approximately
$80,000 was recorded at Doral Springs Apartments.  Approximately $57,000 of this
gain related to a flood that occurred in October 2000. This gain was a result of
the  receipt of  insurance  proceeds  of  approximately  $76,000  reduced by the
write-off of the net book value of the destroyed  assets totaling  approximately
$19,000.  Approximately  $23,000  of this gain  related  to sewer and water line
damage that occurred in November 2000.  This gain was a result of the receipt of
insurance  proceeds of $39,000 reduced by the write-off of the net book value of
the destroyed assets totaling approximately $16,000.

Total expenses  decreased for the year ended December 31, 2002 due to a decrease
in operating and general and  administrative  expenses  offset by an increase in
interest and property tax expense.  Operating expense decreased due to decreases
in utility expense and salary expense at all three investment properties and due
to a decrease in maintenance expense caused by an increase in the capitalization
of certain direct and indirect project costs, primarily payroll related costs at
the properties  (see Item 7 - Financial  Statements,  Note A - Organization  and
Significant Accounting Policies).  payroll related costs (see Item 7 - Financial
Statements,  Note A). Interest expense increased due to the refinancing of Doral
Springs  Apartments in June 2001 which  resulted in a higher debt balance and an
increased  interest rate on the mortgage.  Property tax expense increased due to
an increase in the assessed value of Doral Springs Apartments.

General and  administrative  expenses 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, 2002. Included
in general and administrative  expense for the years ended December 31, 2002 and
2001 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 each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the General Partner attempts to protect the Partnership from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2002,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $559,000 compared to approximately $644,000 at December 31, 2001.
The decrease in cash and cash equivalents of approximately  $85,000 is primarily
due to  approximately  $837,000 and  $1,981,000  of cash used in  investing  and
financing activities,  respectively, which was partially offset by approximately
$2,733,000  of cash  provided by  operating  activities.  Cash used in investing
activities  consisted primarily of property  improvements and replacements which
was partially offset by net withdrawals  from escrow accounts  maintained by the
mortgage lender. Cash used in financing activities consisted of distributions to
the partners and principal  payments on mortgage notes payable.  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  properties to adequately  maintain the
physical  assets and other operating needs of the Partnership and to comply with
Federal, state, and local legal an 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 properties for the
upcoming  year.  The minimum  amount to be budgeted is expected to be  $405,000.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the properties as will as replacement reserves and anticipated cash
flow generated by the properties. 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.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal years  beginning  after May 15, 2002 with early  adoption an option.  The
Partnership  adopted  SFAS  145  effective  April  1,  2002.  As a  result,  the
accompanying  statement of operations for December 31, 2001 has been restated to
reflect the loss on early  extinguishment of debt at Doral Springs Apartments in
interest expense rather than as an extraordinary item.

On June 28, 2001,  the  Partnership  refinanced the mortgage  encumbering  Doral
Springs  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$6,000,000  with a new mortgage in the amount of  $10,790,000.  The new mortgage
carries a stated interest rate of 7.53%. Interest on the old mortgage was 7.33%.
Principal and interest  payments on the mortgage loan of  approximately  $87,000
are due monthly  until the loan matures in July 2021 at which time the loan will
be fully amortized.  Total capitalized loan costs were  approximately  $371,000.
The  Partnership  recognized  a loss  on the  early  extinguishment  of  debt of
approximately $64,000 due to the write-off of unamortized loan costs.

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   $29,133,000.   The  mortgages  for  The  Lakes
Apartments and Churchill Park Apartments require monthly interest only payments.
These  notes  require  balloon  payments  on  December  1,  2005.  The  mortgage
encumbering  Doral Springs  Apartments is being amortized over 20 years and will
be fully  amortized on July 21, 2021. The mortgage  indebtedness of Breckinridge
Square  Apartments  was repaid  subsequent  to  December  31,  2002 (see Item 7.
Financial  Statements,  Note H -  Subsequent  Event).  The  General  Partner may
attempt to refinance such indebtedness  and/or sell the properties prior to such
maturity dates. If the properties  cannot be refinanced or sold for a sufficient
amount, the Partnership will risk losing such properties through foreclosure.

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  properties  or extend the term of the
Partnership.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2002 and 2001 (in thousands, except per unit data).

<TABLE>
<CAPTION>

                               Year         Per Limited         Year         Per Limited
                              Ended         Partnership         Ended        Partnership
                        December 31, 2002       Unit     December 31, 2001       Unit

<S>                           <C>              <C>             <C>              <C>
Operations                    $1,732           $34.86          $1,998           $ 40.18
Refinancing
  proceeds (1)                    --               --           4,433             77.51
                              $1,732           $34.86          $6,431           $117.69
</TABLE>

(1) Refinancing proceeds from Doral Springs Apartments.

Subsequent to December 31, 2000, approximately $4,315,000 was distributed to the
partners related to the sale of Breckenridge  Square  Apartments  (approximately
$3,711,000 to the limited partners or $75.43 per limited partnership unit).

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities,   refinancings,   and/or  property  sales.  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 2003 or  subsequent  periods.  See  "Item  2.  Description  of
Properties  - Capital  Improvements"  for  information  relating to  anticipated
capital expenditures at the properties.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 31,755.75 limited partnership units
(the "Units") in the Partnership representing 64.55% of the outstanding Units at
December  31,  2002.  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 of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner.  As a result of its ownership of 64.55% of
the  outstanding  Units,  AIMCO is in a  position  to  control  all such  voting
decisions  with respect to the  Registrant.  Although  the General  Partner owes
fiduciary duties to the limited partners of the Partnership, the General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the General Partner,  as general  partner,  to the Partnership and its
limited  partners may come into conflict with the duties of the General  Partner
to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the financial statements in "Item 7. Financial Statements".  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  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's  investment  properties.  These  factors  include  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 and
the  Partnership  fully  reserves all  balances  outstanding  over 30 days.  The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.     Financial Statements

CONSOLIDATED CAPITAL GROWTH FUND

LIST OF FINANCIAL STATEMENTS

      Report of Ernst & Young LLP, Independent Auditors

      Balance Sheet - December 31, 2002

      Statements of Operations - Years ended December 31, 2002 and 2001

      Statements of Changes in Partners' Deficit - Years ended December 31, 2002
         and 2001

      Statements of Cash Flows - Years ended December 31, 2002 and 2001

      Notes to Financial Statements

                    Report of Ernst & Young LLP, Independent Auditors



The Partners
Consolidated Capital Growth Fund


We have audited the  accompanying  balance sheet of Consolidated  Capital Growth
Fund as of December 31, 2002, 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, 2002. 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 auditing standards generally accepted
in the 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, 2002,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2002,  in conformity
with accounting principles generally accepted in the United States.

As  discussed in Note A to the  financial  statements,  in 2002 the  Partnership
adopted Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment  or  Disposal  of  Long-Lived  Assets"  and  Statement  of  Financial
Accounting  Standards No. 145, "Rescission of FASB Statements No. 4, 44 and 64."
As a result, the accompanying  financial statements for 2001, referred to above,
have been restated to conform to the presentation  adopted in 2002 in accordance
with accounting principles generally accepted in the United States.

                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 14, 2003

                        CONSOLIDATED CAPITAL GROWTH FUND

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2002

<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 559
   Receivables and deposits                                                     390
   Restricted escrows                                                           201
   Other assets                                                                 544
   Investment properties (Notes B and D):
      Land                                                    $ 3,969
      Buildings and related personal property                  35,679
                                                               39,648
      Less accumulated depreciation                           (26,197)       13,451
      Assets held for sale                                                    2,259
                                                                           $ 17,404


Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 224
   Tenant security deposit liabilities                                          265
   Other liabilities                                                            351
   Mortgage notes payable (Note B)                                           29,133
   Liabilities related to assets held for sale                                6,118

Partners' Deficit
   General partner                                            $ (5,441)
   Limited partners (49,196 units issued and
      outstanding)                                            (13,246)      (18,687)
                                                                           $ 17,404

                      See Accompanying Notes to Financial Statements
</TABLE>


                        CONSOLIDATED CAPITAL GROWTH FUND

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

<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                                2002          2001
                                                                           (Restated)
Revenues:
<S>                                                           <C>            <C>
  Rental income                                               $ 8,636        $ 9,398
  Other income                                                     634           501
  Casualty gain (Note F)                                            --            80
      Total revenues                                             9,270         9,979

Expenses:
  Operating                                                      3,580         3,961
  General and administrative                                       538           670
  Depreciation                                                   1,986         1,987
  Interest                                                       2,149         2,055
  Property taxes                                                   843           665
      Total expenses                                             9,096         9,338

Income from continuing operations                                  174           641
Income from discontinued operations (Note H)                       247           159
Net income                                                     $ 421          $ 800

Net income allocated to general partner (1%)                    $ 4            $ 8
Net income allocated to limited partners (99%)                     417           792
                                                               $ 421          $ 800
Per limited partnership unit:

  Income from continuing operations                            $ 3.50        $ 12.90
  Income from discontinued operations                             4.97          3.20
Net income                                                     $ 8.47        $ 16.10

Distributions per limited partnership unit                    $ 34.86       $ 117.69

                      See Accompanying Notes to Financial Statements
</TABLE>

                        CONSOLIDATED CAPITAL GROWTH FUND

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


<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, 2000                    49,196        $ (4,795)    $ (6,950)    $(11,745)

Distribution to partners                   --           (641)       (5,790)      (6,431)

Net income for the year ended
  December 31, 2001                        --              8           792          800

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

Distribution 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)


                      See Accompanying Notes to Financial Statements
</TABLE>

                        CONSOLIDATED CAPITAL GROWTH FUND

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

                                                                 Years Ended December 31,
                                                                     2002         2001

Cash flows from operating activities:
<S>                                                                 <C>           <C>
  Net income                                                        $ 421         $ 800
  Adjustments to reconcile net income to net cash provided
   by operating activities:
     Depreciation                                                    2,302         2,284
     Amortization of loan costs                                         69            75
     Casualty gain                                                      --           (80)
     Bad debt                                                          354           193
     Loss on early extinguishment of debt                               --            64
     Changes in assets and liabilities:
      Receivables and deposits                                        (505)         (195)
      Other assets                                                     (12)           14
      Accounts payable                                                 100          (176)
      Tenant security deposit liabilities                               30            36
      Accrued property taxes                                            --           (41)
      Other liabilities                                                (26)         (129)
            Net cash provided by operating activities                2,733         2,845

Cash flows from investing activities:
  Property improvements and replacements                              (929)       (1,637)
  Net withdrawals from restricted escrows                               92            91
  Insurance proceeds received                                           --           115
            Net cash used in investing activities                     (837)       (1,431)

Cash flows from financing activities:
  Distributions to partners                                         (1,732)       (6,431)
  Proceeds from mortgage note payable                                   --        10,790
  Repayment of mortgage note payable                                    --        (6,000)
  Loan costs paid                                                       --          (371)
  Principal payments on mortgage notes payable                        (249)          (98)
            Net cash used in financing activities                   (1,981)       (2,110)

Net decrease in cash and cash equivalents                              (85)         (696)

Cash and cash equivalents at beginning of the year                     644         1,340

Cash and cash equivalents at end of the year                        $ 559         $ 644


Supplemental disclosure of cash flow information:
  Cash paid for interest                                           $ 2,513       $ 2,317

                      See Accompanying Notes to Financial Statements
</TABLE>

                        CONSOLIDATED CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2002

Note A - 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 director and officers of the General
Partner also serve as executive  officers of AIMCO.  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 four apartment properties located in the southern United States.

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  $468,000 at
December 31, 2002 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted  Escrows:  At  December  31, 2002  approximately  $201,000 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 $736,000, less accumulated  amortization
of approximately  $287,000, are included in other assets and are being amortized
by the  straight-line  method over the life of the loans.  Amortization  expense
from  continuing  operations  for the year ended December 31, 2002 and 2001, was
$55,000  and  $61,000,  respectively.  Amortization  expense is  expected  to be
$55,000  for each of the  years  2003 and  2004,  $52,000  for the year 2005 and
$18,000 for the years 2006 and 2007.

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 and fully
reserves  all  balances  outstanding  over 30 days.  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.
Concessions are charged against rental income as incurred.

Partners' Deficit: The Limited Partnership Agreement ("Agreement") provides that
net income and net losses from  operations  for both financial and tax reporting
purposes  shall be allocated  99% to the Limited  Partners and 1% to the General
Partner.  Net income  per  limited  partnership  unit for both 2002 and 2001 was
computed as 99% of net income divided by 49,196 units outstanding.

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 $14,000 and
$513,000 from the Partnership during 2002 and 2001, respectively.

Investment Properties: Investment properties consist of four apartment complexes
and are  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  like of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expressed as incurred.

In accordance with Statement of Financial Accounting Standards ("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, 2002 and 2001.

During 2001, AIMCO, an affiliate of the General Partner,  commissioned a project
to study process  improvement ideas to reduce operating costs. The result of the
study led to a re-engineering of business processes and eventual redeployment of
personnel and related capital spending. The implementation of these plans during
2002, accounted for as a change in accounting estimate, resulted in a refinement
of the  Partnership's  process  for  capitalizing  certain  direct and  indirect
project costs (principally  payroll related costs) and increased  capitalization
of such costs by approximately $91,000 in 2002 compared to 2001.

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  of  approximately  $130,000  and  $161,000  from  continuing
operations  for the years ended December 31, 2002 and 2001,  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  debt at the  Partnership's
incremental borrowing rate is approximately $30,296,000.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted  SFAS 144  effective  January 1,  2002.  As a result,  the  accompanying
consolidated  statements of operations  have been restated as of January 1, 2001
to reflect the  operations  of  Breckinridge  Square  Apartments  as income from
discontinued operations.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal years  beginning  after May 15, 2002 with early  adoption an option.  The
Partnership  adopted  SFAS  145  effective  April  1,  2002.  As a  result,  the
accompanying  statement of operations  for the year ended  December 31, 2001 has
been  restated  to  reflect  the loss on early  extinguishment  of debt at Doral
Springs Apartments in interest expense rather than as an extraordinary item.

Note B - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                              Principal     Monthly                           Principal
                              Balance At    Payment    Stated                  Balance
                             December 31,  Including  Interest   Maturity      Due At
         Property                2002       Interest    Rate       Date       Maturity
                                 (in thousands)                            (in thousands)

Churchill Park
<S>                              <C>            <C>     <C>      <C>   <C>       <C>
  Apartments                     6,450          37      6.95%    12/01/05        6,450

The Lakes Apartments            12,240          71      6.95%    12/01/05       12,240

Doral Springs Apartments        10,443          87      7.53%    07/01/21           --

      Total                    $29,133        $195                             $18,690
</TABLE>

On June 28, 2001,  the  Partnership  refinanced the mortgage  encumbering  Doral
Springs  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$6,000,000  with a new mortgage in the amount of  $10,790,000.  The new mortgage
carries a stated interest rate of 7.53%. Interest on the old mortgage was 7.33%.
Principal and interest  payments on the mortgage loan of  approximately  $87,000
are due monthly  until the loan matures in July 2021 at which time the loan will
be fully amortized.  Total capitalized loan costs were  approximately  $371,000.
The  Partnership  recognized  a loss  on the  early  extinguishment  of  debt of
approximately  $64,000 due to the write-off of unamortized loan costs,  which is
included in interest expense.

The loan encumbering Breckinridge Square Apartments of approximately $6,000,000,
which is included  in  liabilities  related to assets held for sale,  was repaid
subsequent to December 31, 2002 (see Note H - Subsequent Event).

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's  rental  properties  and by pledge of revenues from the respective
rental  properties.  Certain of the notes impose prepayment  penalties if repaid
prior to maturity  and  prohibit  resale of the  properties  subject to existing
indebtedness.

Scheduled  principal  payments  on the  mortgage  notes  payable  subsequent  to
December 31, 2002 are as follows (in thousands):

                               2003             $   268
                               2004                 289
                               2005              19,002
                               2006                 336
                               2007                 362
                            Thereafter            8,876
                                                $29,133

Note C - 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 all of the  Partnership's  properties  for  providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $471,000 and
$500,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in operating expenses.  Approximately $103,000 and $107,000 was paid to
such  affiliates for the years ended  December 31, 2002 and 2001,  respectively,
which is included in income from discontinued operations for Breckinridge Square
Apartments.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $320,000 and $876,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the General Partner of  approximately  $26,000 and $495,000 for the
years  ended  December  31,  2002  and  2001,  respectively.   The  construction
management  service fees are  calculated  based on a percentage  of additions to
investment properties.

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  $154,000  and  $178,000  for the  years  ended
December 31, 2002 and 2001, respectively, for providing these services, which is
included in general and administrative expenses.

In connection with the refinancing of Doral Springs Apartments on June 28, 2001,
the  Partnership  paid  the  General  Partner  a fee of  approximately  $108,000
pursuant to the Partnership Agreement.  This fee was capitalized and included in
other  assets  on the  accompanying  consolidated  balance  sheet  and is  being
amortized over the life of the loan.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the General Partner.  During the year ended December 31, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$190,000 and $187,000,  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 31,755.75 limited partnership units
(the "Units") in the Partnership representing 64.55% of the outstanding Units at
December  31,  2002.  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 of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner.  As a result of its ownership of 64.55% of
the  outstanding  Units,  AIMCO is in a  position  to  control  all such  voting
decisions  with respect to the  Partnership.  Although the General  Partner owes
fiduciary duties to the limited partners of the Partnership, the General Partner
also owes fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the
duties of the General Partner,  as general  partner,  to the Partnership and its
limited  partners may come into conflict with the duties of the General  Partner
to AIMCO, as its sole stockholder.

Note D - Investment Properties and Accumulated Depreciation


                                                     Initial Cost
                                                    To Partnership
                                                    (in thousands)
<TABLE>
<CAPTION>

                                                             Buildings           Cost
                                                            and Related      Capitalized
                                                              Personal      Subsequent to
        Description            Encumbrances       Land        Property       Acquisition
                              (in thousands)                                (in thousands)

Churchill Park Apartments
<S>                               <C>             <C>         <C>              <C>
  Louisville, Kentucky            $6,450          $ 566       $ 6,510          $ 2,629

The Lakes Apartments
  Raleigh, North Carolina          12,240           946         9,605            6,139

Doral Springs Apartments
  Miami, Florida                   10,443         2,848         8,492            1,913

Totals                           $ 29,133       $ 4,360       $24,607          $10,681
</TABLE>



                           Gross Amount At Which
                                  Carried
                              At December 31, 2002
                                 (in thousands)
<TABLE>
<CAPTION>

                                 Buildings
                                And Related
                                 Personal            Accumulated    Date of     Date    Depreciable
      Description        Land    Property    Total  Depreciation  Construction Acquired Life-Years
                                                   (in thousands)

Churchill Park
Apartments
<S>                      <C>      <C>       <C>        <C>           <C>       <C>       <C>
  Louisville, Kentucky   $ 566    $ 9,139   $ 9,705    $ 6,239       1970      05/90     5-30

The Lakes Apartments
  Raleigh, North          946     15,744    16,690     11,642       1973      05/88     5-30
Carolina

Doral Springs
Apartments
  Miami, Florida         2,457     10,796    13,253      8,316    1972 - 1975  11/87     5-30

  Totals                $3,969    $35,679   $39,648    $26,197
</TABLE>

The gross carrying value and accumulated  depreciation  of  Breckenridge  Square
Apartments  which  sold  subsequent  to  December  31,  2002  was  approximately
$9,616,000 and  $7,474,000,  respectively.  These amounts are included in assets
held for sale at December 31, 2002.

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                       Years Ended December 31,
                                         2002             2001
                                            (in thousands)
Real Estate
Balance at beginning of year           $48,335          $46,872
  Property improvements                    929            1,554
  Assets held for sale                  (9,616)              --
  Disposals of property                     --              (91)
Balance at end of Year                 $39,648          $48,335

Accumulated Depreciation
Balance at beginning of year           $31,369          $29,141
  Additions charged to expense           2,302            2,284
  Assets held for sale                  (7,474)              --
  Disposals of property                     --              (56)
Balance at end of year                 $26,197          $31,369

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002 and 2001,  is  approximately  $46,555,000  and  $45,625,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December 31, 2002 and 2001, is  approximately  $25,278,000  and  $23,307,000,
respectively.

Note E - Income Taxes

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

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

                                          2002          2001

Net income as reported                    $ 421        $ 800
Add (deduct):
  Fixed asset write-offs and
    casualty gain                            --           (80)
  Depreciation differences                  332           247
  Prepaid rent                               22           (97)
  Other                                      92            19

Federal taxable income                    $ 867        $ 889

Federal taxable income per
  limited partnership unit               $17.45        $17.88

The tax basis of the  Partnership's  assets  and  liabilities  is  approximately
$11,636,000 greater than the assets and liabilities as reported in the financial
statements.

Note F - Casualty Gain

During the year ended  December 31, 2001, a net casualty  gain of  approximately
$80,000 was recorded at Doral Springs Apartments.  Approximately $57,000 of this
gain related to a flood that occurred in October 2000. This gain was a result of
the receipt of insurance proceeds of approximately  $76,000 and the write-off of
the net book  value of the  destroyed  assets  totaling  approximately  $19,000.
Approximately  $23,000 of this gain  related to sewer and water line damage that
occurred in November  2000.  This gain was a result of the receipt of  insurance
proceeds of approximately $39,000 and the write-off of the net book value of the
destroyed assets totaling approximately $16,000.

Note G - Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Note H - Subsequent Event

On January 16, 2003, the Partnership sold  Breckinridge  Square Apartments to an
unrelated third party for  approximately  $11,400,000.  After payment of closing
costs, the gain on the sale of Breckinridge  Square Apartments was approximately
$8,300,000.   Breckinridge  Square  Apartments  had  revenues  of  approximately
$2,069,000 and $2,142,000 and net income of approximately  $247,000 and $159,000
for the years ended December 31, 2002 and 2001, respectively. As a result of the
transaction and after repayment of the mortgage note payable, net sales proceeds
of approximately $4,315,000 were distributed to the investors.

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

            None.

                                    PART III

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

The  Registrant  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  executive  officers and director of the General Partner are set
forth below. There are no family relationships  between or among any officers or
directors.

Name                        Age    Position

Patrick J. Foye              45    Executive Vice President and Director

Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer

Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998,  where he is responsible  for  continuous  improvement,
acquisitions of partnership securities, consolidation of minority interests, and
corporate and other acquisitions.  Prior to joining AIMCO, Mr. Foye was a Merger
and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the  General  Partner  since  April 1,  2002.  Mr.  McAuliffe  has  served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the General  Partner since April 1, 2002.  Mr. Novosel has served as Senior Vice
President and Chief  Accounting  Officer of AIMCO since April 2000. From October
1993  until he joined  AIMCO,  Mr.  Novosel  was a partner at Ernst & Young LLP,
where he  served  as the  director  of real  estate  advisory  services  for the
southern Ohio Valley area offices but did not work on any assignments related to
AIMCO or the Partnership.

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  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity of those audited  financial  statements  with  accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2003. Fees for 2002 were
audit  services of  approximately  $47,000 and non-audit  services  (principally
tax-related) of approximately $22,000.

Item 10.    Executive Compensation

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

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
Registrant as of December 31, 2002.

Entity                                  Number of Units      Percentage

AIMCO Properties, LP
  (an affiliate of AIMCO)                   9,755.10           19.83%
Madison River Properties LLC
  (an affiliate of AIMCO)                   2,690.00            5.47%
Insignia Properties LP
  (an affiliate of AIMCO)                  19,310.65           39.25%

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,  LP 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,  2002,  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 all of the  Partnership's  properties  for  providing  property  management
services.  The Partnership  paid to such affiliates  approximately  $471,000 and
$500,000 for the years ended December 31, 2002 and 2001, respectively,  which is
included in operating expenses.  Approximately $103,000 and $107,000 was paid to
such  affiliates for the years ended  December 31, 2002 and 2001,  respectively,
which is included in income from discontinued operations for Breckinridge Square
Apartments.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $320,000 and $876,000 for the
years  ended  December  31,  2002 and 2001,  respectively,  which is included in
general and administrative expenses and investment properties. Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate of the General Partner of  approximately  $26,000 and $495,000 for the
years  ended  December  31,  2002  and  2001,  respectively.   The  construction
management  service fees are  calculated  based on a percentage  of additions to
investment properties.

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  $154,000  and  $178,000  for the  years  ended
December 31, 2002 and 2001, respectively, for providing these services, which is
included in general and administrative expenses.

In connection with the refinancing of Doral Springs Apartments on June 28, 2001,
the  Partnership  paid  the  General  Partner  a fee of  approximately  $108,000
pursuant to the Partnership Agreement.  This fee was capitalized and included in
other  assets  on the  accompanying  consolidated  balance  sheet  and is  being
amortized over the life of the loan.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the General Partner.  During the year ended December 31, 2002
and 2001, the Partnership was charged by AIMCO and its affiliates  approximately
$190,000 and $187,000,  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 31,755.75 limited partnership units
(the "Units") in the Partnership representing 64.55% of the outstanding Units at
December  31,  2002.  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 of limited partnership  interest in the
Partnership  in  exchange  for cash or a  combination  of cash and  units in the
operating  partnership  of AIMCO  either  through  private  purchases  or tender
offers. Under the Partnership  Agreement,  unitholders holding a majority of the
Units are  entitled to take action  with  respect to a variety of matters  which
would  include  voting on certain  amendments to the  Partnership  Agreement and
voting to remove the General Partner.  As a result of its ownership of 64.55% of
the  outstanding  Units,  AIMCO is in a  position  to  control  all such  voting
decisions  with respect to the  Registrant.  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 filed  during the fourth  quarter of fiscal  year
             2002:

            None.

Item 14.    Controls and Procedures

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,  within 90 days of the
filing  date  of  this  annual  report,   evaluated  the  effectiveness  of  the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant  deficiencies or material  weakness
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   SIGNATURES



In accordance  with Section 13 or 15(d) of the Exchange Act, the  Registrant has
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/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 28, 2003


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


/s/Patrick J. Foye            Executive Vice President      Date: March 28, 2003
Patrick J. Foye               and Director


/s/Thomas C. Novosel          Senior Vice President         Date: March 28, 2003
Thomas C. Novosel             and Chief Accounting Officer


                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have  reviewed this annual  report on Form 10-KSB of  Consolidated  Capital
Growth Fund;


2.  Based on my  knowledge,  this  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                               /s/Patrick J. Foye
                                 Patrick J. Foye
                                 Executive  Vice  President of ConCap  Equities,
                                 Inc., equivalent  of  the  chief  executive
                                 officer  of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have  reviewed this annual  report on Form 10-KSB of  Consolidated  Capital
Growth Fund;


2.  Based on my  knowledge,  this  annual  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 annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  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 annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  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 annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


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


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date:  March 28, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of ConCap Equities, Inc., equivalent
                                    of the chief financial officer of the
                                    Partnership

                                  EXHIBIT INDEX

     Exhibit

          2.1  Agreement and Plan of Merger, dated as of October 1, 1998 between
               AIMCO and IPT.

       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).


      10.10       Assignment 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).

      10.11       Construction  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).

      10.12       Assignment 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).

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

      10.14       Construction  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).

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

      10.16       Assignment  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).

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

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

      10.19       Assignment  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).

      10.20       Letter 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).

      10.21       Property  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.

          11   Statement  regarding   computation  of  Net  Income  per  Limited
               Partnership Unit (Incorporated by reference to Note A of Item 7 -
               Financial Statements of this Form 10-KSB).

      16          Letter,  dated  August  12,  1992,  from  Ernst & Young to the
                  Securities  and  Exchange   Commission   regarding  change  in
                  certifying accountant.  (Incorporated by reference to Form 8-K
                  dated August 6, 1992).

          99   Certification  of Chief  Executive  Officer  and Chief  Financial
               Officer.

Exhibit 99


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



In  connection  with the Annual  Report on Form 10-KSB of  Consolidated  Capital
Growth Fund (the  "Partnership"),  for the year ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the Chief  Executive  Officer  of the
Partnership,  and Paul J.  McAuliffe,  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/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 28, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 28, 2003


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