UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

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

                 For the fiscal year ended December 31, 2004

[ ]   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.  $3,053,000

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, 2004. 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.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending   claims  and  any  adverse   outcomes  and   possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

Consolidated  Capital  Growth  Fund  (the  "Partnership"  or  "Registrant")  was
organized on December  20, 1976 as a limited  partnership  under the  California
Uniform Limited  Partnership Act. The general partner responsible for management
of the Partnership's  business is ConCap Equities,  Inc., a Delaware corporation
(the  "General  Partner"  or "CEI").  The  General  Partner is a  subsidiary  of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust. The Partnership Agreement provides that the Partnership
is to terminate on December 31, 2006 unless terminated prior to such date.

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

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

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

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

Risk Factors

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

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

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

From time to time, the Federal Bureau of  Investigation,  or FBI, and the United
States  Department  of  Homeland  Security  issue  alerts  regarding   potential
terrorist threats  involving  apartment  buildings.  Threats of future terrorist
attacks,  such as those  announced  by the FBI and the  Department  of  Homeland
Security,  could  have a  negative  effect on rent and  occupancy  levels at the
Partnership's  property.  The effect that future terrorist activities or threats
of such activities could have on the  Partnership's  operations is uncertain and
unpredictable.  If the  Partnership  were to incur a loss at the  property  as a
result of an act of terrorism,  the  Partnership  could lose all or a portion of
the capital  invested in the  property,  as well as the future  revenue from the
property.  In this regard, the Partnership has purchased insurance to cover acts
of terrorism. The General Partner does not anticipate that these costs will have
a  negative  effect on the  Partnership's  financial  condition  or  results  of
operations.

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

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

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

Item 2.     Description of Property

The following table sets forth the Partnership's investment in property:
<TABLE>
<CAPTION>

                                     Date of
Property                            Purchase        Type of Ownership          Use

<S>                                   <C>
The Lakes Apartments                  05/88    Fee ownership, subject to   Apartment
  Raleigh, North Carolina                      first mortgage              600 units
</TABLE>

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

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

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

Schedule of Property

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

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

<S>                         <C>          <C>         <C>                    <C>
The Lakes Apartments        $17,644      $13,389     5-30 yrs    S/L        $ 7,019
</TABLE>

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

Schedule of Property Indebtedness
<TABLE>
<CAPTION>

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

                           Principal                                        Principal
                          Balance At                                         Balance
                         December 31,    Interest    Period    Maturity       Due At
       Property              2004        Rate (1)   Amortized    Date      Maturity (2)
                        (in thousands)                                    (in thousands)

<S>                         <C>           <C>          <C>     <C>   <C>     <C>
The Lakes Apartments        $12,240       6.95%        (3)     12/01/05      $12,240
</TABLE>

(1)   Fixed rate mortgage.

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

(3)   Interest only payments.

Rental Rates and Occupancy

The following table sets forth the average annual rental rates and occupancy for
2004 and 2003 for the property.

                                       Average Annual            Average Annual
                                        Rental Rates               Occupancy
                                         (per unit)
 Property                             2004         2003         2004        2003

 The Lakes Apartments                $6,188       $6,094        78%          82%

The General Partner attributes the decrease in occupancy at The Lakes Apartments
to increased credit standards for tenants.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly   competitive.   The  property  is  subject  to  competition  from  other
residential  apartment  complexes in the area. The General Partner believes that
the property is adequately  insured.  The property is an apartment complex which
leases units for lease terms of one year or less.  As of December  31, 2004,  no
tenant leases 10% or more of the available rental space. The property is in good
condition,  subject to normal  depreciation and  deterioration as is typical for
assets of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rates in 2004 for the property were:

                                           2004             2004
                                         Billing            Rate
                                      (in thousands)

The Lakes Apartments                       $248             1.05%

Capital Improvements

The Lakes Apartments:

During the year ended December 31, 2004, the Partnership completed approximately
$561,000 of capital  improvements at The Lakes Apartments,  consisting primarily
of lighting improvements,  appliance  replacements,  office computers,  exterior
painting, major landscaping, and floor covering replacements. These improvements
were funded from operating  cash flow and insurance  proceeds.  The  Partnership
regularly  evaluates the capital  improvement  needs of the property.  While the
Partnership  has  no  material   commitments  for  property   improvements   and
replacements,  certain routine capital expenditures are anticipated during 2005.
Such capital  expenditures will depend on the physical condition of the property
as well as  replacement  reserves  and  anticipated  cash flow  generated by the
property.

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

Item 3.     Legal Proceedings

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

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement  and the judgment  thereto.  The plaintiffs  have also
filed a brief in support of the  settlement.  On June 4, 2004,  Objector filed a
reply to the briefs submitted by the General Partner and Plaintiffs. In addition
both the Objector and  plaintiffs  filed  briefs in  connection  with the second
appeal.  On March 21, 2005, the Court of Appeals issued opinions in both pending
appeals.  With regard to the settlement and judgment entered thereto,  the Court
of Appeals  vacated the trial  court's order and remanded to the trial court for
further  findings on the basis that the "state of the record is  insufficient to
permit meaningful appellate review". With regard to the second appeal, the Court
of Appeals reversed the order requiring the Objector to pay referee fees.


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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations.

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

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

During the quarter ended December 31, 2004, no matter was submitted to a vote of
security holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly-held  limited partnership,  offered and sold 49,196
limited partnership units (the "Units") aggregating $49,196,000. The Partnership
currently  has 1,969  holders of record  owning an  aggregate  of 49,196  Units.
Affiliates of the General Partner owned 32,142.75 Units or approximately  65.34%
at December 31, 2004. 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, 2004 and 2003 (in thousands, except per unit data).
<TABLE>
<CAPTION>

                                            Per Limited                      Per Limited
                            Year Ended      Partnership      Year Ended      Partnership
                        December 31, 2004       Unit     December 31, 2003       Unit

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

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

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations  and  the  timing  of  the  debt   maturity,   property  sale  and/or
refinancing.  The Partnership's cash available for distribution is reviewed on a
monthly  basis.  There can be no assurance  that the  Partnership  will generate
sufficient funds from operations, after required capital expenditures, to permit
any distributions to its partners in the year 2005 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  owned 32,142.75 Units in the Partnership
representing  65.34% of the outstanding  Units at December 31, 2004. A number of
these  Units  were  acquired  pursuant  to  tender  offers  made by AIMCO or its
affiliates.  It is possible that AIMCO or its affiliates will acquire additional
Units  in  exchange  for  cash or a  combination  of cash  and  units  in  AIMCO
Properties,  L.P., the operating  partnership of AIMCO,  either through  private
purchases or tender offers. Pursuant to the Partnership Agreement,  unit holders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters  that  include,  but are not  limited  to,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  As a result of its ownership of 65.34% of the outstanding Units, AIMCO
and its affiliates  are in a position to control all such voting  decisions with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General  Partner to AIMCO
as its sole stockholder.

Item 6.     Management's Discussion and Analysis or Plan of Operation

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

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

Results of Operations

The   Partnership's   net  loss  for  the  year  ended  December  31,  2004  was
approximately $957,000,  compared to net income of approximately $29,445,000 for
the year ended December 31, 2003. Net income decreased due to the recognition of
gains on the sales of  Breckinridge  Square,  Churchill  Park,  and Doral Spring
Apartments, partially offset by a decrease in loss from discontinued operations.

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
the  accompanying  statement of operations  for the year ended December 31, 2003
reflects the operations of Breckinridge Square, Churchill Park, and Doral Spring
Apartments as loss from  discontinued  operations  due to their sales in January
2003, July 2003 and September 2003, respectively.

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

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

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

Excluding  the  impact  of the  gain on  sale  and the  loss  from  discontinued
operations,   the  Partnership   had  a  loss  from  continuing   operations  of
approximately  $957,000 for the year ended December 31, 2004, compared to a loss
from  continuing  operations  of  approximately  $1,002,000  for the year  ended
December 31, 2003. The decrease in loss from  continuing  operations is due to a
decrease in total expenses partially offset by a decrease in total revenues. The
decrease  in total  revenues is due to a decrease  in rental  income,  partially
offset by an increase in other income. Rental income decreased due to a decrease
in occupancy and an increase in bad debt expense at The Lakes Apartments.  Other
income  increased due to increases in cleaning and damages fees,  corporate unit
rent, and lease cancellation fees, partially offset by a decrease in application
fees.

In October 2003, the Partnership's  investment  property,  The Lakes Apartments,
incurred  damage to four  apartment  units as a result of a fire. As a result of
the damage,  approximately  $32,000 of fixed  assets and $26,000 of  accumulated
depreciation  were  written off  resulting  in a net write off of  approximately
$6,000.  During  the  year  ended  December  31,  2004,  the  property  received
approximately $40,000 in insurance proceeds from the insurance company to repair
the  damaged  units.  For  financial  statement  purposes,  a  casualty  gain of
approximately  $34,000 was recognized during the year ended December 31, 2004 as
a result of the difference  between the proceeds received and the net book value
of the assets written off.

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

Total  expenses  decreased for the year ended December 31, 2004 due to decreases
in general and  administrative  and depreciation  expenses,  partially offset by
increases in operating and interest expenses. Depreciation expense decreased due
to some of the assets at the investment  property  becoming fully depreciated in
2004.  Operating expenses increased due to increases in advertising and property
expenses,  partially offset by a decrease in administrative expense. Advertising
expenses  increased due to an increase in leasing  promotions at the  investment
property.  Property  expenses  increased due to increases in payroll and related
benefits  and  corporate  unit expense at The Lakes  Apartments.  Administrative
expenses  decreased  due to the  accrual in 2003 for a  projected  OSHA  penalty
arising from various citations at The Lakes Apartments.  The penalty was settled
during  the year ended  December  31,  2004 for  approximately  $25,000  and the
reserve in excess of the settlement and estimated  legal costs of  approximately
$5,000 was reversed.  Interest expense  increased due to interest charged on the
advances outstanding to an affiliate of the General Partner.

General and  administrative  expenses  decreased due to decreases in the cost of
services  included  in  management  reimbursements  to the General  Partner,  as
allowed under the Partnership  Agreement,  in Partnership management fees due to
no cash from operations being  distributed in 2004 and in the cost of the annual
audit.  Included  in general  and  administrative  expense  for the years  ended
December 31, 2004 and 2003 are costs  associated  with the  quarterly and annual
communications with investors and regulatory agencies.

Liquidity and Capital Resources

At  December  31,  2004,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $156,000 compared to approximately $364,000 at December 31, 2003.
The decrease in cash and cash  equivalents of  approximately  $208,000 is due to
approximately  $393,000,  and $645,000 of cash used in operating  and  investing
activities,  respectively,  partially offset by  approximately  $830,000 of cash
provided by financing activities. Cash used in investing activities consisted of
property  improvements and  replacements and net deposits to restricted  escrows
maintained  by the  mortgage  lender  partially  offset  by  insurance  proceeds
received.  Cash provided by financing  activities consisted of advances received
from an affiliate of the General  Partner.  The Partnership  invests its working
capital reserves in interest bearing accounts.

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced the Partnership  approximately  $830,000 to assist in paying city taxes
related  to the  sales  of two  investment  properties  and to fund  replacement
reserves at The Lakes Apartments. Interest was charged at the prime rate plus 2%
(7.25% at December  31, 2004) and was  approximately  $28,000 for the year ended
December 31, 2004.  There were no such advances made or interest  charged during
2003.  At December 31, 2004 the total  balance of advances and accrued  interest
due to an affiliate  of the General  Partner was  approximately  $858,000 and is
included in due to affiliates on the accompanying balance sheet.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership and to comply with Federal,  state,
and local  legal and  regulatory  requirements.  The  General  Partner  monitors
developments in the area of legal and regulatory  compliance.  For example,  the
Sarbanes-Oxley Act of 2002 mandates or suggests  additional  compliance measures
with regard to governance,  disclosure, audit and other areas. In light of these
changes,  the Partnership  expects that it will incur higher expenses related to
compliance. The Partnership regularly evaluates the capital improvement needs of
the property.  While the  Partnership  has no material  commitments for property
improvements  and  replacements,   certain  routine  capital   expenditures  are
anticipated  during 2005. Such capital  expenditures will depend on the physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.  Capital  expenditures  will be incurred only if
cash is available from operations or from  Partnership  reserves.  To the extent
that capital  improvements are completed,  the Partnership's  distributable cash
flow, if any, may be adversely affected at least in the short term.

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

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

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2004 and 2003 (in thousands, except per unit data).
<TABLE>
<CAPTION>

                                            Per Limited                      Per Limited
                            Year Ended      Partnership      Year Ended      Partnership
                        December 31, 2004       Unit     December 31, 2003       Unit

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

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

Future  cash  distributions  will  depend on the levels of cash  generated  from
operations  and  the  timing  of  the  debt   maturity,   property  sale  and/or
refinancing.  The Partnership's cash available for distribution is reviewed on a
monthly  basis.  There can be no assurance  that the  Partnership  will generate
sufficient funds from operations, after required capital expenditures, to permit
any distributions to its partners in the year 2005 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unit  holders  holding a majority of the Units are  entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 65.34% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

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

Impairment of Long-Lived Assets

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

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

Revenue Recognition

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


<PAGE>



Item 7.     Financial Statements

CONSOLIDATED CAPITAL GROWTH FUND

LIST OF FINANCIAL STATEMENTS

      Report of Independent Registered Public Accounting Firm

      Balance Sheet - December 31, 2004

      Statements of Operations - Years ended December 31, 2004 and 2003

      Statements  of Changes in Partners'  Deficit - Years ended  December 31,
      2004 and 2003

      Statements of Cash Flows - Years ended December 31, 2004 and 2003

      Notes to Financial Statements


<PAGE>


           Report of Independent Registered Public Accounting Firm


The Partners
Consolidated Capital Growth Fund


We have audited the  accompanying  balance sheet of Consolidated  Capital Growth
Fund as of December 31, 2004, 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, 2004. These financial  statements are the  responsibility  of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Consolidated  Capital Growth
Fund at December 31, 2004,  and the results of its operations and its cash flows
for each of the two years in the period ended  December 31, 2004,  in conformity
with accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership will continue as a going concern.  As more fully described in Note A
to the financial  statements,  the Partnership  has inadequate  liquidity due to
declining  operating results.  In addition,  the investment  property's mortgage
matures in December 2005 with a balloon payment of $12,240,000 due at that time.
These  conditions raise  substantial  doubt about the  Partnership's  ability to
continue as a going concern.  Management's  plans in regard to these matters are
also  described  in  Note  A.  The  financial  statements  do  not  include  any
adjustments  to reflect the possible  future effects on the  recoverability  and
classification  of assets or the amounts and  classification of liabilities that
may result from the outcome of this uncertainty.

                                                         /S/ERNST & YOUNG, LLP

Greenville, South Carolina
March 21, 2005




<PAGE>



                        CONSOLIDATED CAPITAL GROWTH FUND

                                  BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2004
<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
   Cash and cash equivalents                                                 $ 156
   Receivables and deposits                                                     316
   Restricted escrows                                                           227
   Other assets                                                                 110
   Investment property (Notes C, E and F):
      Land                                                     $ 946
      Buildings and related personal property                  16,698
                                                               17,644
      Less accumulated depreciation                           (13,389)        4,255
                                                                            $ 5,064


Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $ 168
   Tenant security deposit liabilities                                           87
   Other liabilities                                                            281
   Due to affiliates (Note D)                                                   899
   Mortgage note payable (Note C)                                            12,240

Partners' Deficit
   General partner                                            $ (3,151)
   Limited partners (49,196 units issued and
      outstanding)                                             (5,460)       (8,611)
                                                                            $ 5,064

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                        CONSOLIDATED CAPITAL GROWTH FUND

                            STATEMENTS OF OPERATIONS
                      (in thousands, except per unit data)
<TABLE>
<CAPTION>


                                                             Years Ended December 31,
                                                                2004          2003
Revenues:
<S>                                                           <C>            <C>
  Rental income                                               $ 2,751        $ 2,897
  Other income                                                     268           237
  Casualty gain (Note H)                                            34            33
      Total revenues                                             3,053         3,167

Expenses:
  Operating                                                      1,783         1,771
  General and administrative                                       188           372
  Depreciation                                                     886           907
  Interest                                                         903           873
  Property taxes                                                   250           246
      Total expenses                                             4,010         4,169

Loss from continuing operations                                   (957)       (1,002)
Loss from discontinued operations (Note E)                          --        (4,489)
Gain on sales of discontinued operations (Note E)                   --        34,936

Net (loss) income (Note G)                                     $ (957)      $ 29,445

Net (loss) income allocated to general partner                 $ (10)        $ 4,836
Net (loss) income allocated to limited partners                   (947)       24,609

                                                               $ (957)      $ 29,445
Per limited partnership unit:
  Loss from continuing operations                             $ (19.25)     $ (20.16)
  Loss from discontinued operations                                 --        (90.34)
  Gain on sales of discontinued operations                          --        610.72

                                                              $ (19.25)     $ 500.22

Distributions per limited partnership unit                      $ --        $ 322.71

                See Accompanying Notes to Financial Statements
</TABLE>

<PAGE>


                        CONSOLIDATED CAPITAL GROWTH FUND

                   STATEMENTS 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, 2002                    49,196       $(5,441)      $(13,246)    $(18,687)

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

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

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

Net loss for the year ended
  December 31, 2004                        --            (10)         (947)        (957)

Partners' deficit at
  December 31, 2004                    49,196        $(3,151)     $ (5,460)    $ (8,611)

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

                        CONSOLIDATED CAPITAL GROWTH FUND

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

                                                                          Years Ended
                                                                         December 31,
                                                                       2004         2003

Cash flows from operating activities:
<S>                                                                   <C>         <C>
  Net (loss) income                                                   $ (957)     $ 29,445
  Adjustments to reconcile net (loss) income to net cash
   (used in) provided by operating activities:
     Depreciation                                                         886      1,614
                                                                                   1,614
     Amortization of loan costs                                            22           45
     Casualty gain                                                        (34)         (33)
     Bad debt                                                             142          272
     Loss on early extinguishments of debt                                 --        4,245
     Gain on sale of discontinued operations                               --      (34,936)
     Changes in assets and liabilities:
      Receivables and deposits                                            (72)        (208)
      Other assets                                                        (18)          42
      Accounts payable                                                   (364)        (199)
      Due to affiliates                                                    69           --
      Tenant security deposit liabilities                                   8         (228)
      Other liabilities                                                   (75)         (49)
            Net cash (used in) provided by operating activities          (393)          10
Cash flows from investing activities:
  Property improvements and replacements                                 (496)        (784)
  Net (deposits to) withdrawals from restricted escrows                  (189)         163
  Insurance proceeds received                                              40           39
  Net proceeds from sales of discontinued operations                       --       45,527
            Net cash (used in) provided by investing
                activities                                               (645)      44,945
Cash flows from financing activities:
  Advances from affiliates                                                830          --
  Distributions to partners                                                --      (18,412)
  Debt extinguishment cost                                                 --       (3,840)
  Repayment of mortgage notes payable                                      --      (22,716)
  Loan costs paid                                                          --           (5)
  Principal payments on mortgage notes payable                             --         (177)
            Net cash provided by (used in) financing activities           830      (45,150)
Net decrease in cash and cash equivalents                                (208)        (195)
Cash and cash equivalents at beginning of the year                        364          559
Cash and cash equivalents at end of the year                          $ 156        $ 364
Supplemental disclosure of cash flow information:
  Cash paid for interest                                              $ 853       $ 1,752
Supplemental disclosure of non-cash information:
  Property improvements and replacements in accounts payable           $ 65         $ --

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

                        CONSOLIDATED CAPITAL GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                December 31, 2004

Note A - Going Concern

The accompanying  financial statements have been prepared assuming  Consolidated
Capital Growth Fund (the "Partnership" or "Registrant") will continue as a going
concern. The Partnership has decreasing occupancy levels, suffers from a lack of
cash, and has debt of  approximately  $12,240,000  maturing in December of 2005.
Based upon current operations, the Partnership does not anticipate that proceeds
from the new financing  will be  sufficient  to repay the existing  debt. If the
Partnership defaults on its scheduled debt repayment,  the Partnership will risk
losing its sole investment property through foreclosure.  Concap Equities,  Inc.
(the  "General  Partner" or "CEI") is  currently  evaluating  its  options  with
respect to obtaining financing for the investment property.  The General Partner
is currently  evaluating its means to improve the operations of the property and
increase occupancy levels to improve the cash flows generated by the property.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification  of assets or the amounts and  classification of liabilities that
may result from the outcome of this uncertainty.

Note B - Organization and Significant Accounting Policies

Organization:  The  Partnership  was organized on December 20, 1976 as a limited
partnership  under the California  Uniform Limited  Partnership Act. The General
Partner  responsible  for  management  of the  Partnership's  business is ConCap
Equities,  Inc., a Delaware corporation.  The General Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate investment trust. The Partnership Agreement provides that the Partnership
is to terminate on December 31, 2006 unless  terminated  prior to such date. The
Partnership  commenced  operations  in 1977 and  completed  its  acquisition  of
apartment  properties in 1980. The Partnership  operates one apartment  property
located in Raleigh, North Carolina.

Basis of  Presentation:  In accordance  with  Statement of Financial  Accounting
Standards  ("SFAS") No. 144, the  accompanying  statement of operations  for the
year ended  December 31, 2003 reflects the  operations of  Breckenridge  Square,
Churchill Park and Doral Springs Apartments as loss from discontinued operations
due to their sales in January 2003, July 2003 and September 2003,  respectively.
(See Note E).

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  $142,000 at
December 31, 2004 that are  maintained by the affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted  Escrows:  At  December  31, 2004  approximately  $227,000 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  life of the apartment  property and related  personal  property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 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.

Deferred  Costs:  Loan  costs  of  approximately   $219,000,   less  accumulated
amortization of approximately  $199,000,  are included in other assets. The loan
costs are amortized  over the term of the related loan  agreement.  Amortization
expense from continuing  operations was approximately $22,000 for both the years
ended  December  31,  2004 and 2003.  Amortization  expense  is  expected  to be
approximately $20,000 for the year 2005.

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

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

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

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

All  distributions  other than Surplus  Funds  distributions  (as defined in the
Agreement)  are  allocated  99% to the  Limited  Partners  and 1% to the General
Partner.  Distributions  of Surplus  Funds were  allocated  100% to the  Limited
Partners  until 1986 when the Limited  Partners  had  received a return of their
capital  contributions plus a 10% cumulative return.  Pursuant to the provisions
of the Agreement,  the General  Partner has been entitled to 14% of Surplus Fund
distributions  since 1986.  However,  in connection with a settlement  agreement
between CEI and two affiliated partnerships,  a portion of the General Partner's
interest in the Partnership was assigned to the two affiliated partnerships. The
two affiliated  partnerships received distributions of approximately  $2,027,000
from the Partnership during 2003. There were no distributions for the year ended
December 31, 2004.

Investment  Property:  Investment property consists of one apartment complex and
is stated at cost.  Acquisition  fees are  capitalized as a cost of real estate.
The  Partnership  capitalizes  all  expenditures  in excess of $250 that clearly
relate  to the  acquisition  and  installation  of real  and  personal  property
components.  These  expenditures  include  costs  incurred  to replace  existing
property components, costs incurred to add a material new feature to a property,
and costs that  increase  the useful  life or  service  potential  of a property
component.  These  capitalized costs are depreciated over the useful life of the
asset.  Expenditures for ordinary  repairs,  maintenance and apartment  turnover
costs are expensed as incurred.

In accordance  with SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate 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.  No adjustments
for  impairment of value were  recorded in the years ended  December 31, 2004 or
2003.

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

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs from  continuing  operations  of  approximately  $158,000 and
$80,000  for the years ended  December  31,  2004 and 2003,  respectively,  were
charged to operating expense as incurred.

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

Note C - Mortgage Note Payable

The principle terms of the mortgage note payable are as follows:
<TABLE>
<CAPTION>

                              Principal     Monthly                           Principal
                              Balance At    Payment    Stated                  Balance
                             December 31,  Including  Interest   Maturity      Due At
         Property                2004       Interest    Rate       Date       Maturity
                                 (in thousands)                            (in thousands)

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

The mortgage note payable is a fixed rate mortgage  that is  nonrecourse  and is
secured by pledge of the Partnership's rental property and by pledge of revenues
from the respective  rental property.  Prepayment  penalties are incurred if the
note is repaid prior to maturity.  Further, the property may not be sold subject
to existing indebtedness.

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

Note D - Transactions with Affiliated Parties

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

Affiliates  of the  General  Partner  receive  5% of  gross  receipts  from  the
Partnership's   property  for  providing  property  management   services.   The
Partnership paid to such affiliates  approximately $147,000 and $155,000 for the
years  ended  December  31,  2004 and 2003,  respectively,  which is included in
operating  expenses.  In  addition,  approximately  $204,000  was  paid  to such
affiliates  for the year ended  December 31, 2003 which is included in loss from
discontinued  operations for Breckinridge  Square,  Doral Springs, and Churchill
Park Apartments.

An affiliate of the General  Partner charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $153,000 and
$266,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and  administrative  expenses and investment  property.  The
portion of these  reimbursements  included in investment  property for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services  provided  by an  affiliate  of the  General  Partner of  approximately
$24,000 and $36,000,  respectively. The construction management service fees are
calculated  based on a percentage of additions to the  investment  property.  At
December 31, 2004, the Partnership  owed  approximately  $41,000 for accountable
administrative expenses, which is included in due to affiliates.

The  Partnership  Agreement  provides  for  a fee  equal  to  9%  of  the  total
distributions   made  to  the  limited   partners   from  "cash   available  for
distribution"  (as defined in the  Agreement) to be paid to the General  Partner
for executive and administrative management services.  Affiliates of the General
Partner received  approximately $28,000 for the year ended December 31, 2003 for
providing  these  services,  which is  included  in general  and  administrative
expenses. No fees were paid for the year ended December 31, 2004.

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

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced the Partnership  approximately  $830,000 to assist in paying city taxes
related  to the  sales  of two  investment  properties  and to fund  replacement
reserves at The Lakes Apartments. Interest was charged at the prime rate plus 2%
(7.25% at December  31, 2004) and was  approximately  $28,000 for the year ended
December 31, 2004.  There were no such advances made or interest  charged during
2003.  At December 31, 2004 the total  balance of advances and accrued  interest
due to the General Partner was approximately  $858,000 and is included in due to
affiliates on the accompanying balance sheet.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner.  During the years ended December 31, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates  approximately  $62,000  and  $127,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unit  holders  holding a majority of the Units are  entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 65.34% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Note E - Sale of Discontinued Operations

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

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

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

Note F - Investment Property 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)
The Lakes Apartments
<S>                               <C>             <C>         <C>              <C>
  Raleigh, North Carolina         $12,240         $ 946       $ 9,605          $ 7,093
</TABLE>

                              Gross Amount At Which
                                     Carried
                              At December 31, 2004
                                 (in thousands)
<TABLE>
<CAPTION>

                                 Buildings
                                And Related
                                 Personal            Accumulated    Date of    Date   Depreciable
      Description        Land    Property    Total  Depreciation  ConstructionAcquiredLife-Years
                                                   (in thousands)
The Lakes Apartments
<S>                     <C>      <C>       <C>        <C>           <C>       <C>        <C>
  Raleigh, North        $ 946    $16,698   $17,644    $13,389       1973      05/88      5-30
Carolina
</TABLE>

Reconciliation of "Investment Property and Accumulated Depreciation":

                                       Years Ended December 31,
                                         2004             2003
                                            (in thousands)
Real Estate
Balance at beginning of year           $ 17,115         $ 49,264
  Property improvements                     561              784
  Disposals of property                     (32)         (32,933)
Balance at end of Year                 $ 17,644         $ 17,115

Accumulated Depreciation
Balance at beginning of year           $ 12,529         $ 33,671
  Additions charged to expense              886            1,614
  Disposals of property                     (26)         (22,756)
Balance at end of year                 $ 13,389         $ 12,529

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2004 and 2003,  is  approximately  $16,323,000  and  $15,822,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2004 and 2003,  is  approximately  $9,304,000  and  $8,504,000,
respectively.

Note G - Income Taxes

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

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

                                          2004          2003
Net (loss) income as reported            $(957)       $29,445
Add (deduct):
  Fixed asset write-offs and
    casualty gain                            (34)         (33)
  Depreciation differences                    86          230
  Prepayment penalties                        --       (3,841)
  Gain on sales                               --          723
  Prepaid rent                                (8)        (140)
  Other                                     (356)         287

Federal taxable (loss) income            $(1,269)     $26,671

Federal taxable (loss) income per
  limited partnership unit               $(25.74)     $452.44

The tax basis of the  Partnership's  assets  and  liabilities  is  approximately
$8,550,000  greater than the assets and liabilities as reported in the financial
statements.

Note H - Casualty Gain

In October 2003, the Partnership's  investment  property,  The Lakes Apartments,
incurred  damage to four  apartment  units as a result of a fire. As a result of
the damage,  approximately  $32,000 of fixed  assets and $26,000 of  accumulated
depreciation  were  written off  resulting  in a net write off of  approximately
$6,000.  During  the  year  ended  December  31,  2004,  the  property  received
approximately $40,000 in insurance proceeds from the insurance company to repair
the  damaged  units.  For  financial  statement  purposes,  a  casualty  gain of
approximately  $34,000 was recognized during the year ended December 31, 2004 as
a result of the difference  between the proceeds received and the net book value
of the assets written off.

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

Note I - OSHA Settlement

In 2003, the Partnership accrued  approximately  $100,000 related to a projected
OSHA penalty arising from various citations at The Lakes Apartments.  During the
year ended December 31, 2004, the Partnership was able to settle the penalty for
approximately  $25,000.  The reserve in excess of the  settlement  and estimated
legal costs was reversed  and is reflected as a reduction in operating  expenses
for the year ended December 31, 2004.

Note J - Contingencies

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

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

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

On June 13, 2003, the court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector") filed an appeal (the "Appeal") seeking to vacate and/or reverse the
order approving the settlement and entering  judgment  thereto.  On November 24,
2003,  the Objector  filed an  application  requesting  the court order AIMCO to
withdraw settlement tender offers it had commenced,  refrain from making further
offers  pending  the appeal and auction  any units  tendered  to third  parties,
contending  that the offers did not  conform  with the terms of the  settlement.
Counsel  for the  Objector  (on behalf of another  investor)  had  alternatively
requested the court take certain action  purportedly to enforce the terms of the
settlement agreement. On December 18, 2003, the court heard oral argument on the
motions  and denied them both in their  entirety.  The  Objector  filed a second
appeal challenging the court's use of a referee and its order requiring Objector
to pay those fees.

On January 28, 2004,  the  Objector  filed his opening  brief in the Appeal.  On
April 23, 2004, the General Partner and its affiliates filed a response brief in
support of the settlement  and the judgment  thereto.  The plaintiffs  have also
filed a brief in support of the  settlement.  On June 4, 2004,  Objector filed a
reply to the briefs submitted by the General Partner and Plaintiffs. In addition
both the Objector and  plaintiffs  filed  briefs in  connection  with the second
appeal.  On March 21, 2005, the Court of Appeals issued opinions in both pending
appeals.  With regard to the settlement and judgment entered thereto,  the Court
of Appeals  vacated the trial  court's order and remanded to the trial court for
further  findings on the basis that the "state of the record is  insufficient to
permit meaningful appellate review". With regard to the second appeal, the Court
of Appeals reversed the order requiring the Objector to pay referee fees.

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

As previously disclosed,  AIMCO Properties L.P. and NHP Management Company, both
affiliates  of the General  Partner,  are  defendants in an action in the United
States  District Court,  District of Columbia.  The plaintiffs have styled their
complaint as a collective action under the Fair Labor Standards Act ("FLSA") and
seek to certify state  subclasses in California,  Maryland,  and the District of
Columbia. Specifically, the plaintiffs contend that AIMCO Properties L.P. failed
to  compensate  maintenance  workers  for time  that they  were  required  to be
"on-call."  Additionally,  plaintiffs  allege AIMCO  Properties  L.P.  failed to
comply  with the FLSA in  compensating  maintenance  workers  for time that they
worked in responding to a call while  "on-call."  The  defendants  have filed an
answer to the amended complaint denying the substantive  allegations.  Discovery
relating  to the  certification  of the  collective  action  has  concluded  and
briefing on the matter is underway.  Although the outcome of any  litigation  is
uncertain,  AIMCO  Properties,  L.P. does not believe that the ultimate  outcome
will have a material  adverse  effect on its  financial  condition or results of
operations.  Similarly,  the General  Partner does not believe that the ultimate
outcome  will have a  material  adverse  effect on the  Partnership's  financial
condition or results of operations.

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

Environmental

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

Mold

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

SEC Investigation

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will have a  material  adverse  effect on its  financial  condition  or
results of operations.  Similarly, the General Partner does not believe that the
ultimate  outcome  will have a  material  adverse  effect  on the  Partnership's
financial condition or results of operations.

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

            None.

Item 8a.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.

                                    PART III

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

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

Name                        Age    Position

Martha L. Long               45    Director and Senior Vice President
Harry G. Alcock              42    Director and Executive Vice President
Miles Cortez                 61    Executive Vice President, General Counsel
                                     and Secretary
Patti K. Fielding            41    Executive Vice President
Paul J. McAuliffe            47    Executive Vice President and Chief
                                     Financial Officer
Thomas M. Herzog             42    Senior Vice President and Chief Accounting
                                     Officer
Stephen B. Waters            43    Vice President

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

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

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

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

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

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

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

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

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

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

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

(a)   Security Ownership of Certain Beneficial Owners

Except as noted below,  no person or entity was known by the  Partnership to own
of record or beneficially  more than 5% of the Limited  Partnership Units of the
Partnership as of December 31, 2004.

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

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

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

(b)   Beneficial Owners of Management

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

(c)   Change in Control

      Beneficial Owners of CEI

As of December  31,  2004,  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 depends on the General  Partner and its
affiliates for the management and administration of all partnership  activities.
The  Partnership  Agreement  provides  for certain  payments to  affiliates  for
services and  reimbursement of certain expenses incurred by affiliates on behalf
of the Partnership.

Affiliates  of the  General  Partner  receive  5% of  gross  receipts  from  the
Partnership's   property  for  providing  property  management   services.   The
Partnership paid to such affiliates  approximately $147,000 and $155,000 for the
years  ended  December  31,  2004 and 2003,  respectively,  which is included in
operating  expenses.  In  addition,  approximately  $204,000  was  paid  to such
affiliates  for the year ended  December 31, 2003 which is included in loss from
discontinued  operations for Breckinridge  Square,  Doral Springs, and Churchill
Park Apartments.

An affiliate of the General  Partner charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $153,000 and
$266,000 for the years ended December 31, 2004 and 2003, respectively,  which is
included in general and  administrative  expenses and investment  property.  The
portion of these  reimbursements  included in investment  property for the years
ended  December  31, 2004 and 2003 are fees related to  construction  management
services  provided  by an  affiliate  of the  General  Partner of  approximately
$24,000 and $36,000,  respectively. The construction management service fees are
calculated  based on a percentage of additions to the  investment  property.  At
December 31, 2004, the Partnership  owed  approximately  $41,000 for accountable
administrative expenses, which is included in due to affiliates.

The  Partnership  Agreement  provides  for  a fee  equal  to  9%  of  the  total
distributions   made  to  the  limited   partners   from  "cash   available  for
distribution"  (as defined in the  Agreement) to be paid to the General  Partner
for executive and administrative management services.  Affiliates of the General
Partner received  approximately $28,000 for the year ended December 31, 2003 for
providing  these  services,  which is  included  in general  and  administrative
expenses. No fees were paid for the year ended December 31, 2004.

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

During the year ended  December  31, 2004,  an affiliate of the General  Partner
advanced the Partnership  approximately  $830,000 to assist in paying city taxes
related  to the  sales  of two  investment  properties  and to fund  replacement
reserves at The Lakes Apartments. Interest was charged at the prime rate plus 2%
(7.25% at December  31, 2004) and was  approximately  $28,000 for the year ended
December 31, 2004.  There were no such advances made or interest  charged during
2003.  At December 31, 2004 the total  balance of advances and accrued  interest
due to the General Partner was approximately  $858,000 and is included in due to
affiliates on the accompanying balance sheet.

The  Partnership  insures its  property up to certain  limits  through  coverage
provided by AIMCO which is  generally  self-insured  for a portion of losses and
liabilities  related to workers  compensation,  property  casualty  and  vehicle
liability.  The Partnership  insures its property above the AIMCO limits through
insurance policies obtained by AIMCO from insurers unaffiliated with the General
Partner.  During the years ended December 31, 2004 and 2003, the Partnership was
charged  by  AIMCO  and  its  affiliates  approximately  $62,000  and  $127,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 32,142.75 limited partnership units
(the "Units") in the Partnership representing 65.34% of the outstanding Units at
December  31,  2004.  A number of these Units were  acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates will acquire  additional  Units in exchange for cash or a combination
of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO,
either through private  purchases or tender offers.  Pursuant to the Partnership
Agreement,  unit  holders  holding a majority of the Units are  entitled to take
action with  respect to a variety of matters that  include,  but are not limited
to,  voting on certain  amendments  to the  Partnership  Agreement and voting to
remove  the  General  Partner.  As a result  of its  ownership  of 65.34% of the
outstanding  Units,  AIMCO and its  affiliates  are in a position to control all
such voting  decisions  with  respect to the  Partnership.  Although the General
Partner owes fiduciary duties to the limited  partners of the  Partnership,  the
General Partner also owes fiduciary duties to AIMCO as its sole stockholder.  As
a  result,  the  duties of the  General  Partner,  as  general  partner,  to the
Partnership  and its limited  partners may come into conflict with the duties of
the General Partner to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index attached.

Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2005. The aggregate fees
billed  for  services  rendered  by  Ernst & Young  LLP for  2004  and  2003 are
described below.

Audit Fees. Fees for audit services  totaled  approximately  $39,000 and $62,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees. Fees for tax services  totaled  approximately  $13,000 and $26,000 for
2004 and 2003, respectively.

                                   SIGNATURES



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


                                    CONSOLIDATED CAPITAL GROWTH FUND


                                    By:   ConCap Equities, Inc.
                                          Its General Partner


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


                                    By:   /s/Stephen B. Waters
                                          Stephen B. Waters
                                          Vice President


                                    Date: March 30, 2005


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


/s/Harry G. Alcock            Director and Executive   Date: March 30, 2005
Harry G. Alcock               Vice President


/s/Martha L. Long             Director and Senior Vice Date: March 30, 2005
Martha L. Long                President


/s/Stephen B. Waters          Vice President           Date: March 30, 2005
Stephen B. Waters



<PAGE>



                                  EXHIBIT INDEX

     Exhibit

       3          Certificate of Limited Partnership, as amended to date.

      10.30       Multifamily   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.
                  (Incorporate  by  reference  to the  Annual  Report  on Form
                  10-KSB for the year ended December 31, 1995).

      10.32       Purchase and Sale Contract between  Registrant and Brookside
                  Properties,  Inc., dated November 22, 2002 (filed as Exhibit
                  10.32 on Form 8-K dated  January 27,  2003 and  incorporated
                  herein by reference).

      10.33       First  Amendment  to  Purchase  and  Sale  Contract  between
                  Registrant and Brookside  Properties,  Inc.,  dated November
                  22, 2002 (filed as Exhibit  10.33 on Form 8-K dated  January
                  27, 2003 and incorporated herein by reference).

      10.34       Second  Amendment  to  Purchase  and Sale  Contract  between
                  Registrant and Brookside  Properties,  Inc.,  dated November
                  22, 2002 (filed as Exhibit  10.34 on Form 8-K dated  January
                  27, 2003 and incorporated herein by reference).

      10.35       Assignment   of   Purchase   Agreement   between   Brookside
                  Properties,  Inc. and Breckinridge  Multifamily,  LLC, dated
                  January 16,  2003 (filed as Exhibit  10.35 on Form 8-K dated
                  January 27, 2003 and incorporated herein by reference).

      10.36       Purchase and Sale Contract  between  Registrant  and Churchill
                  Park Investors, LLC, dated May 7, 2003 (filed as Exhibit 10.36
                  on Form 8-K dated August 13, 2003 and  incorporated  herein by
                  reference).

      10.37       Reinstatement  and  Amendment  to Purchase  and Sale  Contract
                  between  Registrant  and Churchill Park  Investors,  LLC dated
                  June 24, 2003 (filed as Exhibit 10.37 on Form 8-K dated August
                  13, 2003 and incorporated herein by reference).

      10.38       Purchase and Sale Contract  between  Registrant and FF Realty,
                  LLC,  dated June 6, 2003  (filed as Exhibit  10.38 on Form 8-K
                  dated   September   18,  2003  and   incorporated   herein  by
                  reference).

      10.39       Reinstatement  and  Amendment  to Purchase  and Sale  Contract
                  between  Registrant  and FF Realty,  LLC dated  July 11,  2003
                  (filed as Exhibit  10.39 on Form 8-K dated  September 18, 2003
                  and incorporated herein by reference).

      10.40       Second   Amendment  to  Purchase  and  Sale  Contract  between
                  Registrant and FF Realty,  LLC dated August 15, 2003 (filed as
                  Exhibit  10.40  on Form  8-K  dated  September  18,  2003  and
                  incorporated herein by reference).

      10.41       Escrow Agreement between  Registrant and FF Realty,  LLC dated
                  June 6,  2003  (filed  as  Exhibit  10.41  on Form  8-K  dated
                  September 18, 2003 and incorporated herein by reference).

      10.42       Assignment  and  Assumption  of Real  Estate  Sales  Agreement
                  between FF Realty, LLC and Fairfield Doral Springs,  LLC dated
                  August  22,  2003  (filed as  Exhibit  10.32 on Form 8-K dated
                  September 18, 2003 and incorporated herein by reference).

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

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

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


<PAGE>




Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 30, 2005

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


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Stephen B. Waters, certify that:


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

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

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

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

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

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

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

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

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

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

Date:  March 30, 2005

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


<PAGE>


Exhibit 32.1


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



In  connection  with the Annual  Report on Form 10-KSB of  Consolidated  Capital
Growth Fund (the  "Partnership"),  for the year ended December 31, 2004 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Martha  L.  Long,  as the  equivalent  of the  Chief  Executive  Officer  of the
Partnership,  and Stephen B. Waters,  as the  equivalent of the Chief  Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

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

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


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 30, 2005


                                           /s/Stephen B. Waters
                                    Name:  Stephen B. Waters
                                    Date:  March 30, 2005


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