SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934

Check the appropriate box:
o	Preliminary information statement	o	Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2))
þ	Definitive information statement

CONSOLIDATED CAPITAL PROPERTIES III

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

o No fee required

o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11

(1)	Title of each class of securities to which transaction applies:
(2)	Aggregate number of securities to which transaction applies:
(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)	Proposed maximum aggregate value of transaction:
(5)	Total fee paid:

þ Fee paid previously with preliminary materials.

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)	Amount Previously Paid:
(2)	Form, Schedule or Registration Statement No.:
(3)	Filing Party:
(4)	Date Filed:

TABLE OF CONTENTS

INFORMATION STATEMENT
FOR
CONSOLIDATED CAPITAL PROPERTIES III

c/o THE ALTMAN GROUP, INC.
1200 Wall Street
3rd Floor
Lyndhurst, NJ 07071

Dear Limited Partner:

     We are sending you this information statement to inform you that Concap Equities, Inc., a Delaware corporation, the general partner (the “General Partner”) of Consolidated Capital Properties III, a California limited partnership (the “Partnership”), has agreed to sell the Partnership’s apartment complex known as Village Green, located in Altamonte Springs, Florida (the “Property”) to PMF Enterprise CF Inc., a Florida corporation (the “Buyer”), an unaffiliated third party, for $7,600,000, less the amount of the mortgages on the Property at closing, which the Buyer has agreed to assume.

     The Property is owned by ConCap Village Green Associates, Ltd., a Texas limited partnership (the “Operating Partnership”). The Partnership owns all of the limited partnership interests of the Operating Partnership. CCP/III Village Green GP, Inc., a South Carolina corporation, is the general partner of the Operating Partnership.

     Pursuant to the Partnership Agreement, the consent of the General Partner and holders of a majority of the outstanding units of limited partnership interest in the Partnership (“Units”) is required to approve the sale of the Property. As of April 20, 2009, 158,572 Units were issued and outstanding. As of April 20, 2009, Aimco Properties, L.P. and its affiliates owned 88,477.50, or approximately 55.80%, of the outstanding Units. As more fully described herein, the General Partner and affiliates of the General Partner holding greater than 50% of the Units and have indicated that they will vote their Units in favor of the sale of the Property. Accordingly, approval of the sale is assured. We are providing the attached Information Statement in order to notify you of the background and terms of the sale.

     After the sale closes, we estimate that there will be approximately a total of $141,428, or $0.89 per Unit, in funds to distribute to the limited partners of the Partnership. This estimate assumes that the sale of the Property is consummated as of February 28, 2009. This is an estimate only, and as explained below, is based upon a number of assumptions.

     We expect that an initial distribution to the limited partners will occur within approximately 90 days after the sale closes with a final distribution to occur, if funds remain, upon the completion of the Partnership’s dissolution in accordance with the Partnership’s Limited Partnership Agreement and applicable law. This Information Statement contains information about the sale and the reasons the General Partner has decided that the sale is in the

best interests of the limited partners. The General Partner has conflicts of interest in the sale as described in greater detail herein.

WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY.

     The date of this information statement is April 23, 2009.

     This information statement is being mailed on or about the date hereof to all holders of Units of the Partnership at the close of business on April 20, 2009.

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SUMMARY OF THE TRANSACTION

     The following is a brief summary of certain terms of the Operating Partnership’s proposed sale of the Property pursuant to the terms of the Purchase and Sale Contract, dated as of March 20, 2009, between the Buyer and the Operating Partnership (the “Purchase Agreement”). For a more complete description of the terms of the Purchase Agreement, see “Summary of the Purchase and Sale Contract” in this information statement.

Buyer	PMF Enterprises CF Inc., a Florida corporation.
Property to Be Sold by the Operating Partnership	Village Green, located in Altamonte Springs, Florida, together with all the improvements located on the Property. See “Summary of the Purchase and Sale Contract – The Purchased Assets.”
Purchase Price and Deposit	$7,600,000, less the amount of the mortgages on the Property and subject to certain adjustments as provided in the Purchase Agreement. The purchase price for the Property is payable as follows: (i) $76,000 was paid by the Buyer to the Escrow Agent as an initial deposit (the “Initial Deposit”) within two days following the execution of Purchase Agreement, (ii) prior to the expiration of the Feasibility Period, which will occur on April 20, 2009, the Buyer is obligated to make an additional deposit to the Escrow Agent of $76,000 (the “Additional Deposit” and together with the Initial Deposit the “Deposit”) and (iii) the balance of the purchase price is to be paid to the Escrow Agent by wire transfer at the closing. The Deposit is nonrefundable unless (i) the Buyer is unable to assume the existing Property mortgages and the Buyer does not exercise its right to terminate the Purchase Agreement or (ii) the Buyer exercises its right to terminate the Purchase Agreement due to certain title exceptions. The applicable share of the Deposit not refunded will be credited against the purchase price at closing. At closing, subject to certain conditions in the Purchase Agreement, Buyer will receive a credit against the purchase price of the Property in the amount of the outstanding principal balance and all accrued and unpaid interest (if any) thereon, of the mortgages on the Property assumed by Buyer. See “Summary of the Purchase and Sale Contract – Purchase Price and Deposit” and “– Payoff of Existing Loan on the Property.”
Closing	The closing of the Purchase Agreement, including the sale of the Property, is scheduled to occur on May 15, 2009. The closing date is subject to extension at the option of the Buyer or the Operating Partnership pursuant to the terms of the Purchase Agreement. See “Summary of the Purchase and Sale Contract – Closing.”

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Closing Conditions	The Operating Partnership’s obligation to complete the sale of the Property is subject to customary conditions, including (i) the applicable lender approval of the loan assumption and release of the Operating Partnership (the “Loan Assumption Approval” and (ii) obtaining all consents necessary to consummate the transactions described in the Purchase Agreement. The Buyer’s obligation to close the sale of the Property is also subject to certain customary conditions. See “Summary of the Purchase and Sale Contract – Conditions to the Parties’ Obligation to Close.”
Representations and Warranties	The Purchase Agreement contains customary representations and warranties made by the Buyer and the Operating Partnership. The Operating Partnership’s representations and warranties survive for a period of nine months after the closing. See “Summary of the Purchase and Sale Contract – Representations and Warranties.”
Covenants	The Purchase Agreement contains customary covenants by the Partnership. See “Summary of the Purchase and Sale Contract – Covenants.”
Termination	The Purchase Agreement contains customary termination rights on behalf of the Buyer and the Operating Partnership, including the failure of certain closing conditions, events of default, and certain other material matters with respect to the Property. See “Summary of the Purchase and Sale Contract — Closing,” “— Conditions to the Parties’ Obligation to Close,” “— Default,” and “— Certain Other Termination Rights.”
Damages for Breach of Representations and Warranties	The liability of the Partnership for a breach of the Operating Partnership’s representations and warranties is capped at $300,000. Additionally, the Buyer may not bring any claim for breach of a representation or warranty by the Operating Partnership unless the claim for damages exceeds $5,000 (individually or in the aggregate). See “Summary of the Purchase and Sale Agreement – Representations and Warranties.”
Use of Proceeds	The Operating Partnership intends to use the gross proceeds from the sale of the Property to pay the outstanding indebtedness, transaction related costs and other liabilities of the Partnership, including certain indebtedness owed to the General Partner and its affiliates, and to make distributions to the Partnership. The Partnership intends to distribute the amount it receives to its partners, including the limited

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partners. After the payment by the Partnership of outstanding indebtedness, transaction related costs and other liabilities of the Partnership, the General Partner estimates that approximately $141,428 will be available for distribution to the partners of the Partnership, of which all will be available for distribution to the limited partners in accordance with the Partnership’s Limited Partnership Agreement, dated as of May 22, 1980, as amended (the “Partnership Agreement”). See “Use of Proceeds” and “Interests of Certain Persons in the Sale.”

Plans After the Sale

Upon the completion of the sale of the Property and after the payment of transaction related costs and other outstanding obligations of the Operating Partnership and the Partnership, each of the Operating Partnership and the Partnership will be dissolved and its affairs wound up as required by Article 1.03 of the Partnership Agreement and applicable law. See “Plans After the Sale,” “Legal Proceedings” and “Federal Income Tax Consequences.”

REASONS FOR THE SALE

     The General Partner has determined that the sale of the Property is in the best interests of the limited partners after considering a number of factors, including the following:

• Construction of the Property was completed in 1964, and given its age, the Property likely will require substantial capital expenditures in the future, for which existing reserves will not be adequate.

• The Partnership has not made any distributions from operations to the limited partners since 2002. The Partnership made distributions in 2006 and 2007 to the limited partners in connection with the sale of Ventura Landing Apartments in March 2006.

• The General Partner’s belief that the Altamonte Springs, Florida rental market is stagnant, resulting in unchanged rental rates while expenses related to the Property, including maintenance and repair, continue to increase.

     For these reasons and others that were considered by the General Partner in arriving at its decision, the General Partner has approved the sale and the Purchase Agreement, and, as described more fully below, limited partners affiliated with the General Partner holding a majority of the Units have indicated that they will vote all of their Units in favor of the sale and the Purchase Agreement.

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THE SALES PROCESS

     In October 2008, the Operating Partnership hired CB Richard Ellis – Investment Properties-Multihousing (the “Broker”), a national real estate brokerage firm, to market the Property. The Broker marketed the Property nationally to prospective buyers known to be interested in the acquisition of multifamily housing projects similar to the Property. Approximately 77 offering memorandums were sent to prospective buyers of the Property. The Broker received offers from 9 potential purchasers. The General Partner evaluated prospective purchasers and offers in terms of price offered, feasibility of the proposed transaction, credibility of the prospective purchaser and ability of the prospective purchaser to close. The General Partner chose to accept the offer by the Buyer described in this information statement based on these criteria. Neither the General Partner nor its affiliates bid on the Property.

     The Operating Partnership and the Buyer executed the Purchase Agreement on March 20, 2009.

THE BUYER

     PMF Enterprises CF Inc., which is not affiliated with the Operating Partnership or the Partnership, agreed to acquire the Property through an arms-length negotiation. PMF Enterprises CF Inc. has an office located at 189 S. Orange Avenue, Suite 1900, Orlando, Florida 32801. The phone number for PMF Enterprises CF Inc. is (407) 839-3109. The Buyer may assign its rights to acquire the Property to its affiliates so long as the Buyer is not released from its liability under the Purchase Agreement and the Buyer provides written notice to the Operating Partnership of any proposed assignment no later than ten days prior to the closing date. The Buyer and its affiliates are in the business of operating residential rental housing. The Buyer has informed the General Partner that it or its affiliates plans to operate the Property following the sale. Neither the General Partner nor its affiliates has conducted business with the Buyer or its affiliates.

THE PROPERTY

     The Operating Partnership has owned and operated the Property, a 164-unit apartment complex located in Altamonte Springs, Florida, since December 1991. The Property (together with the Operating Partnership’s cash on hand) constitutes 100% of the Operating Partnership’s total outstanding assets. The limited partnership interest in the Operating Partnership (together with the Partnership’s cash on hand) constitutes 100% of the Partnership’s total outstanding assets. There is a first mortgage loan on the Property with an unpaid principal balance and accrued interest of approximately $2,961,465 as of February 28, 2009. There is a second mortgage loan on the Property with an unpaid principal balance and accrued interest of approximately $3,651,905 as of February 28, 2009. The loans encumbering the Property will be assumed by the Buyer at the Closing. The Partnership has other indebtedness of $1,022,936 as of February 28, 2009, including $832,800 of indebtedness and other payables owed to the General Partner and its affiliates.

NO OTHER ALTERNATIVES CONSIDERED BY THE GENERAL PARTNER

     The General Partner did not explore any other alternatives to selling the Property.

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APPROVAL OF THE SALE

     The General Partner approved the sale and determined that it is in the best interests of the Partnership and the limited partners.

     Section 2.01 of the Partnership Agreement permits the General Partner to cause the Partnership to sell all or substantially all of the assets of the Partnership with the approval of the limited partners holding a majority of the then outstanding Units.

     As of April 20, 2009, the Partnership had approximately 4,149 limited partners who collectively own 158,572 outstanding Units. Each Unit represents approximately 0.0006% of the outstanding Units. As of April 20, 2009, affiliates of the General Partner owned 88,477.50 Units, or 55.80% of the outstanding Units. The affiliates of the General Partner have notified the General Partner that they will consent in writing to the sale and the Purchase Agreement.

     Set forth below are all persons and entities known by the Partnership to be a beneficial owner of more than 5% of any class of limited partnership interest in the Partnership as of April 20, 2009.

	Number of
Name and Address	Limited		Percent of
of Beneficial Owner	Partnership Units		Class
AIMCO/Bethesda Holdings, Inc. (1) 4582 S. Ulster St. Parkway Suite 1100 Denver, CO 80237		88,477.5		55.80	%

(1) AIMCO Properties, L.P. is the operating partnership of Apartment Investment and Management Company (“Aimco”). The general partner of AIMCO Properties, L.P. is AIMCO-GP, Inc., which is a wholly owned subsidiary of Aimco. Together, Aimco and AIMCO Properties, L.P. directly or indirectly own 100% of AIMCO/Bethesda Holdings, Inc.

     Upon the execution of such written consent, the holders of a majority of the Units will approve the sale and the Purchase Agreement, and, as a result, no vote of any other Unit holder will be necessary to approve the sale or the Purchase Agreement. Accordingly, the Partnership is not soliciting any other votes. In addition, the written consent will authorize the Operating Partnership, in its discretion, to reduce the gross purchase price for the Property up to 10% and make any other amendments to the Purchase Agreement (including, without limitation, the closing date, due diligence duties and closing conditions) which, in the Operating Partnership’s opinion, are necessary, appropriate or desirable in connection with the sale and that do not materially and adversely affect the Partnership. Such written consent shall become effective twenty days after the mailing of this information statement. This information statement shall constitute notice to the limited partners of the Partnership with respect to this matter as required by Section XIV of the Partnership Agreement.

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PARTNER PROPOSALS

     In accordance with the terms of the Partnership Agreement, the Partnership does not have annual meetings. Thus, there is no deadline for submitting partner proposals as set forth in Rule 14a-5 under the Securities Exchange Act of 1934, as amended. The limited partners may call a special meeting to vote upon matters permitted by the Partnership Agreement with the prior consent of at least 10% of the outstanding Units.

FORWARD-LOOKING STATEMENTS

     Certain statements made herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are indicated by words such as “believes,” “intends,” “expects,” “anticipates” and similar words or phrases. Such statements are based on current expectations and are subject to risks, uncertainties and assumptions. Should any of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected. Factors that could cause actual results to differ materially from those in our forward-looking statements include the ability of the local general partners to sell the underlying properties on economically advantageous terms, real estate and general economic conditions in the markets in which the properties are located and changes in federal and state tax laws that may create tax disadvantages for certain distributions, some of which may be beyond our control. Given these uncertainties, limited partners are cautioned not to place undue reliance on our forward-looking statements.

INTEREST OF CERTAIN PERSONS IN THE SALE

     The General Partner has interests, some of which are in conflict with the interests of the limited partners, with respect to the sale. A general partner generally is liable for all recourse debts and other liabilities of a partnership when the partnership’s assets are insufficient. A sale of the Property reduces the General Partner’s liability for existing and future Partnership debt and liabilities. As noted above, Aimco Properties, L.P., an affiliate of the General Partner, and its affiliates, own 55.80% of the Units of the Partnership and will receive their corresponding share of distributable sales proceeds.

     Pursuant to the Partnership Agreement, the General Partner is entitled to a commission equal to 3% of the Purchase Price in connection with the sale of the Property. Payment of such fee is subordinate to the Limited Partners receiving their original capital contributions plus a cumulative preferred return of 6% per annum on their adjusted capital investment. This return has not yet been met, and, at this time, the General Partner believes that such return will not be met. Accordingly, a fee of approximately $108,000 related to the sale of Professional Plaza in 1999 will be returned by the General Partner, which is reflected in the estimated proceeds as of February 28, 2009. Furthermore, the Partnership did not accrue or pay the fee on the sale of Ventura Landing Apartments in March 2006, and the Partnership does not anticipate the accrual or payment of the fee on the sale of the Property.

     In addition, a portion of the proceeds from the sale of the Property, after payment of certain transaction costs but before distribution of any proceeds, will be used to repay indebtedness of the Partnership owed to the General Partner and its affiliates, including accrued

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interest thereon, estimated to be $832,800 as of February 28, 2009. This amount includes advances to the Partnership from affiliates of the General Partner as well as unpaid reimbursements of accountable administrative expenses.

USE OF PROCEEDS

     We estimate that we will use the gross proceeds from the sale as follows (subject, however, to such reductions in the purchase price and reallocations in the proceeds as determined by the General Partner, in its reasonable discretion, to address objections made by the Buyer to the condition of the Property):

Gross purchase price	$	7,600,000
Plus: Repayment by General Partner of past sales commission		108,000
Plus: Cash, cash equivalents and other partnership assets		426,935
Less: Mortgage debt, including accrued interest		(6,613,370	)
Less: Loans from affiliate of General Partners, including accrued interest		(709,880	)
Less: Accounts payable, accrued expenses and other liabilities		(313,056	)*
Less: Estimated closing costs including transfer taxes		(205,200	)
Less: Reserve for contingencies		(152,000	)
TOTAL	$	141,428
Net proceeds distributable to all Partners	$	141,428
Percentage of proceeds allocable to Limited Partners		100	%
Net proceeds distributable to Limited Partners	$	141,428
Total number of Units		158,572
Distributable net proceeds per Unit	$	0.89

* $122,920 of this amount is payable to the General Partner and/or affiliates.

     In addition, the sale of the Property may require the General Partner to escrow part of the proceeds from the sale for some period of time if the General Partner agrees with the Buyer to do so.

     These estimates assume that the closing of the sale occurred as of February 28, 2009, and are based on information known to the General Partner at this time. These figures will adjust based upon the fact that the closing will occur after February 28, 2009. Of course, many factors could cause the actual use of proceeds to vary from these estimates, including delays or unforeseen complications with the closing or contingent liabilities of the Partnership.

FEDERAL INCOME TAX CONSEQUENCES

     The tax consequences to you of a sale of the Property may be significant. The following discussion briefly summarizes the typical material aspects of the federal income tax consequences for the limited partners that should be considered in connection with the sale; however, the tax consequences to you could be materially different for a variety of reasons. The

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discussion is based on current law, which is subject to change (possibly with retroactive effect), and does not consider state, local and foreign income tax aspects of the sale. For purposes of this tax discussion, references to “I.R.C. Section” are to sections of the Internal Revenue Code of 1986, as amended. THIS DISCUSSION DOES NOT ADDRESS SPECIAL CONSIDERATIONS AND RULES APPLICABLE TO LIMITED PARTNERS THAT ARE TAX-EXEMPT OR FOREIGN ENTITIES.

     THE FOLLOWING DISCUSSION DOES NOT CONSTITUTE TAX ADVICE NOR DOES IT ATTEMPT TO PRESENT ALL ASPECTS OF THE FEDERAL INCOME TAX LAWS (OR ANY ASPECT OF STATE, LOCAL OR FOREIGN TAX LAWS) RELATED TO THE SALE OF THE PROPERTY. EACH LIMITED PARTNER SHOULD CONSULT AND MUST RELY UPON HIS, HER OR ITS OWN TAX ADVISOR IN ORDER TO UNDERSTAND FULLY THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND ESTATE AND GIFT TAX CONSEQUENCES TO HIM, HER OR IT ARISING FROM THE SALE.

     Tax Consequences if the Property is Sold. Subject to the limitations discussed below, the General Partner estimates that a typical limited partner will recognize an aggregate taxable loss from the sale of the Property and the liquidation of the limited partner’s Units of approximately $34 per Unit. The aggregate taxable loss is estimated to consist of Section 1231 gain of $20 (treated as “unrecaptured I.R.C. Section 1250 gain” of $16 per Unit and long-term capital gain of $4 per Unit) resulting from the sale of the Property, and a capital loss of approximately $54 per Unit (for Units that have not received a basis adjustment as a result of a sale of Units or death of the Unit holder) resulting from the liquidation of the limited partner’s Units. The capital loss is a result of syndication fees that are nondeductible at the Partnership level.

     The Partnership will recognize gain from the sale of the Property, as indicated above, because the amount the Partnership will realize from the sale will exceed its adjusted basis in the Property. The Partnership’s amount realized from the sale includes the sum of cash it receives from Buyer plus the fair market value of any property it receives other than money. If Buyer assumes or takes the Property subject to liabilities which encumber the Property, the face amount of those liabilities also is included in the Partnership’s amount realized as though Buyer had made a cash payment to the Partnership in the same amount. Selling expenses of the Partnership, such as brokerage commissions, legal fees, and title costs, reduce the Partnership’s amount realized. Any gain recognized by the Partnership will be allocated to the partners, including the limited partners, in accordance with the Partnership Agreement. The amount of selling expenses is an estimate based on a number of assumptions with respect to closing costs discussed under “Use of Proceeds.”

     To the extent that a partnership is not a “dealer” with respect to a property, any gain recognized by the Partnership with respect to the sale of the Property generally will constitute gain arising from the sale of property used in the Partnership’s trade or business under I.R.C. Section 1231 (“I.R.C. Section 1231 gain”). Each limited partner will be allocated its share of the Partnership’s I.R.C. Section 1231 gain. In general, if the combination of all I.R.C. Section 1231 gains and losses of a particular limited partner for a taxable year results in a net gain, all of such gains and losses will be characterized as long-term capital gains and losses. If the combination results in a net loss, all of such gains and

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losses will be characterized as ordinary gains and losses. However, notwithstanding the foregoing, gains from the sale or exchange of I.R.C. Section 1231 property, if any, will be treated as ordinary income to the extent of a limited partner’s unrecaptured net I.R.C. Section 1231 losses for the five most recent years. As a result, all or a portion of any I.R.C. Section 1231 gain, if any, from the sale of the Property allocated to a limited partner may be treated as ordinary income, rather than long-term capital gain, if the limited partner has had net unrecaptured I.R.C. Section 1231 losses in prior years. If that were to occur, such limited partner may be unable to utilize the anticipated capital loss outlined above because of limitations applicable to capital losses. In general, capital losses are deductible only to the extent of capital gains, plus, in the case of individuals, trusts and estates, $3,000 per year ($1,500 in the case of a married individual filing a separate return). Individuals, trusts and estates may be eligible to carry unused capital losses indefinitely to future years until losses can be used. The deductibility of losses is complicated, and each limited partner is urged to consult his, her or its tax advisor.

     Under I.R.C. Section 1245, gain, if any, recognized by the Partnership from the sale of any of its depreciable or amortizable personal property and certain statutorily designated real property, i.e., “depreciation recapture gain,” is re-characterized as ordinary income and will be allocated to the partners as such. The amount of the Partnership’s depreciation recapture gain equals the amount by which the lower of the (i) amount realized or (ii) recomputed basis (i.e., the property’s basis plus all amounts allowed or allowable for depreciation) of the transferred property exceeds that property’s adjusted basis. The General Partner does not anticipate that the Partnership will have any Section 1245 gain or loss on the Sale.

     Under I.R.C. Section 1250, no portion of the gain recognized by the Partnership upon the disposition of its residential rental real property generally is re-characterized as ordinary income because such property is depreciated using the straight-line method. However, under I.R.C. Section 291(a)(1), a portion of a corporation’s capital gain from the disposition of residential rental real property is re-characterized as ordinary income. The portion that is re-characterized equals 20% of the amount that would have been treated as ordinary income under I.R.C. Section 1245 if the transferred property were I.R.C. Section 1245 property (which generally would be all depreciation deductions previously claimed). Therefore, under I.R.C. Section 291(a)(1), corporate limited partners of the Partnership may recognize ordinary income upon a disposition of the Partnership’s residential rental real property.

     In the case of limited partners of the Partnership that are individuals, estates, or trusts, the application of I.R.C. Section 1250 will not require those taxpayers to recognize gain taxable as ordinary income; however, those limited partners may be allocated Section 1231 gain from the Partnership’s sale of the Property that is taxed as “unrecaptured I.R.C. Section 1250 gain.” Unrecaptured I.R.C. Section 1250 gain generally is equal to the gain on the sale of real property that is attributable to straight-line depreciation. The current maximum federal tax rate applicable to unrecaptured I.R.C. Section 1250 gain is 25%.

     In the case of limited partners that are individuals, trusts, or estates, gain from the sale of the Partnership’s property that is not taxed as ordinary income or as unrecaptured I.R.C. Section 1250 gain generally is taxed at a current maximum capital gains tax rate of 15%. Gain from the sale of the Partnership’s property that is allocated to limited partners that are corporations is not subject to preferential capital gains tax rates. As indicated above, the General Partner estimates that the limited partners will be allocated I.R.C. Section 1231 gain of $20 per Unit (treated as

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“unrecaptured I.R.C. Section 1250 gain” of $16 per Unit and long-term capital gain of $4 per Unit); provided, that a portion of the Section 1231 gain may be treated as ordinary income if the limited partner has unrecaptured net I.R.C. Section 1231 losses for the five most recent years, as discussed above.

     If a limited partner possesses suspended tax losses, tax credits, or other items of tax benefit, such items may be used to reduce any tax liability that arises with respect to any gain resulting from the sale of the Partnership’s property and allocated to that limited partner. The determination of whether a limited partner possesses suspended tax losses, tax credits, or other items of tax benefit that may reduce any gain resulting from the sale will depend upon each limited partner’s individual circumstances. Limited partners are urged to consult with their tax advisors in this regard.

     Distributions of Cash in Liquidation of Units. A distribution of cash (including a deemed distribution of cash under I.R.C. Section 752 as a result of a reduction in a limited partner’s share of Partnership liabilities) by the Partnership to a limited partner in liquidation of Units will be treated as an amount realized from a sale of the limited partner’s Units and will result in taxable gain only to the extent that the distribution exceeds the limited partner’s adjusted tax basis in his, her or its Units and will result in taxable loss to the extent that the cash distribution (including a deemed cash distribution) is less than the limited partner’s adjusted tax basis in his, her or its Units. Generally, any gain or loss recognized by a limited partner arising from a cash distribution (including a deemed cash distribution) by the Partnership will be capital gain or capital loss. As indicated above, the General Partner estimates that the limited partners will have a capital loss upon liquidation of the Units of $54 per Unit on account of syndication fees that are nondeductible at the Partnership level and do not reduce the limited partner’s tax basis in his, her or its Units.

     Proceeds available for distribution to the limited partners from the sale of the Property after repayment of the Partnership’s debts may be less than the tax liability resulting from the sale of the Property. Accordingly, limited partners may be required to use funds from sources other than the Partnership in order to pay any tax liabilities that may arise as a result of the recognition of gain.

     Certain Proposed Tax Changes in the Obama Administration’s Fiscal Year 2010 Budget. On February 26, 2009, the Obama Administration issued “A New Era of Responsibility: Renewing America’s Promise” providing a preview of its fiscal policies and planned major budgetary initiatives. In effect, it is an overview of the fiscal year 2010 budget expected to be released in the Spring of 2009. Proposals that may be relevant to individual limited partners earning an annual minimum income of $250,000 (married) and $200,000 (single) include the following: (i) a proposed increase in the top individual ordinary income tax rates to 36% and 39.6% from 33% and 35%, effective for tax years beginning after December 31, 2010, (ii) a proposed increase in the income tax rate on capital gains and dividends to 20% from 15% effective for tax years beginning after December 31, 2010; and (iii) a proposed limitation on deductibility of itemized deductions that limits the tax benefit rate resulting from such deductions to 28% effective for tax years beginning after December 31, 2010 (the current limitation on deductibility of itemized deductions is currently scheduled to expire for tax years beginning after December 31, 2009). It is uncertain whether the foregoing proposals will ultimately be enacted, whether such proposals will be modified before enactment, or whether

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new proposals relevant to limited partners will be enacted in the future. Limited partners are urged to consult their tax advisors with respect to possible tax law changes.

     IRS Circular 230 Disclosure. To ensure compliance with IRS Circular 230, limited partners are hereby notified that: (i) any discussion of federal tax issues in this Information Statement was not intended or written to be relied upon, and cannot be relied upon by limited partners for the purpose of avoiding penalties that may be imposed on limited partners under the Internal Revenue Code of 1986, as amended; (ii) such discussion is written in connection with the promotion or marketing of the transactions or matters addressed in this Information Statement; and (iii) limited partners should seek tax advice based on their particular circumstances from an independent tax advisor.

NO APPRAISAL RIGHTS

     Limited partners are not entitled to dissenters’ appraisal rights under applicable law or the Partnership Agreement in connection with the sale of the Property.

REGULATORY APPROVALS

     Other than the filing and distribution of this information statement, no regulatory approvals are required for the sale.

PLANS AFTER THE SALE

     Upon the completion of the sale of the Property and after the payment of the transaction related costs and other outstanding obligations of the Partnership, the Partnership will be dissolved and its affairs wound up. The Partnership will reserve a portion of the proceeds of the sale of the Property to cover the administrative costs of operating the Partnership until its liquidation and dissolution, including management fees, taxes, the cost of audits, printing and mailing and the preparation and filing of the Partnership’s tax returns. The Partnership also will reserve a portion of the proceeds of the sale of the Property to cover costs associated with the dissolution and liquidation of the Partnership. See also “Federal Income Tax Consequences” for a discussion of the tax consedquences of the sale of the Property and the liquidation of the Partnership.

PARTNERSHIP BUSINESS

     The Partnership is a publicly held limited partnership organized under the California Uniform Limited Partnership Act, as amended, on May 22, 1980. Concap Equities, Inc., a Delaware corporation, is the General Partner of the Partnership. The General Partner is a subsidiary of Aimco, a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2010, unless terminated before such date.

     The Partnership is engaged in the business of operating and holding real estate properties for investment. The Partnership, through its public offering of Units, sold 158,945 Units aggregating $79,473,000. The General Partner owns a 0.2% interest in the Partnership. Since its initial offering, the General Partner has not received, nor are the limited partners required to make, additional capital contributions.

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     The Partnership originally acquired 30 income-producing real estate properties or interests therein with the funds obtained from proceeds of its public offering. The Partnership has sold all of its properties, other than the Property, including Ventura Landing Apartments in March 2006 and West Chase Apartments in September 2003. The Partnership continues to engage in the business of operating the Property.

     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 provides such property management services.

     The General Partner intends to maximize the operating results and, ultimately, the net realizable value of the Partnership’s assets in order to maximize the return for the limited partners. The Partnership evaluates the Property periodically to determine the most appropriate strategy.

     Certain Partnership financial information is incorporated by reference to the audited financial statements for the Partnership’s 2008 and 2007 fiscal years set forth in Part II, Item 7 of the Partnership’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2008 (the “2008 10K”) filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2009.

     For information on certain pending and ongoing litigation and governmental investigations, please refer to the 2008 10K.

PARTNERSHIP PROPERTY

     The following table sets forth the Partnership’s current investment in real property:

Property	Date of Purchase	Type of Ownership	Use
Village Green Apartments, Altamonte Springs, Florida	December 1991	Fee ownership, subject to first and second mortgages (1)	Apartment – 164 units

⁽¹⁾ Property is held by the Operating Partnership.

SUMMARY OF THE PURCHASE AND SALE CONTRACT

     The following summarizes the material terms and conditions of the Purchase Agreement. Nothing in this information statement is intended to modify the terms of the written Purchase Agreement.

The Purchased Assets

     The Operating Partnership has agreed to sell all of the Operating Partnership’s interest in and to the Property, together with all the improvements located on the Property. Subject to the Buyer’s right to elect to exclude certain items pursuant to the terms and conditions of the Purchase Agreement, the Buyer has agreed to assume the Operating Partnership’s liabilities and

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obligations under the Property’s contracts, equipment leases, purchase orders, maintenance, service and utility contracts (to the extent assignable) and the Property’s tenant leases after the closing.

Purchase Price and Deposit

     The purchase price for the Property is $7,600,000, payable as follows: (i) the $76,000 Initial Deposit was paid by the Buyer within two days following the execution of the Purchase Agreement, (ii) prior to the expiration of the Feasibility Period, which will occur on April 20, 2009, the Buyer is obligated to make an additional deposit to the Escrow Agent of $76,000, and (iii) the balance of the purchase price is to be paid to the Escrow Agent by wire transfer at the closing. The deposit is nonrefundable unless (i) the Buyer is unable to assume the existing Property mortgages and the Buyer does not exercise its right to terminate the Purchase Agreement or (ii) the Buyer exercises its right to terminate the Purchase Agreement due to certain title exceptions. The applicable share of the deposit not refunded will be credited against the purchase price at closing. At the closing, subject to certain conditions in the Purchase Agreement, Buyer will receive a credit against the purchase price of the Property in the amount of the outstanding principal balance and all accrued and unpaid interest (if any) thereon, of the mortgages on the Property assumed by Buyer.

     The Buyer is entitled to receive a credit at the closing in the amount of the received but unapplied balance of all security, damage or other refundable deposits required to be paid by tenants under the leases, plus interest thereon as may be required by the applicable lease or state law. In addition, to the extent the Operating Partnership has received any payments from tenants for operating expenses, taxes, utilities, retroactive rental escalations, or other charges payable by tenants under the leases allocable to periods after the closing, Buyer will receive a credit for such amounts at the closing.

Assumption of the Existing Loans on the Property

     The existing loan from Federal Home Loan Mortgage Corporation in the original principal amount of $3,575,000 will be assumed by the Buyer upon the closing of the sale of the Property. The balance due on the loan is $2,961,465 (principal and accrued but unpaid interest) as of February 28, 2009. The existing loan from Capmark Bank in the original principal amount of $3,700,000 will be assumed by the Buyer upon the closing of the sale of the Property. The balance due on the loan is $3,651,905 (principal and accrued but unpaid interest) as of February 28, 2009. The fees, costs, and penalties incurred in connection with this loan assumption will be paid by the Buyer. If Buyer complies in all material respects with its obligations under the Purchase Agreement and the mortgage documents and has used its commercially reasonable efforts to obtain the Loan Assumption and Release, and the Buyer is unable to obtain the Loan Assumption and Release on or before forty-five days after the Effective Date, the Buyer has the right to terminate the Purchase Agreement.

Feasibility Period

     From the date of the execution of the Purchase Agreement to and including April 20, 2009 (the “Feasibility Period”), the Buyer and its consultants have the right to enter the Property to, among other things, conduct customary studies, tests, examinations, inquiries and inspections

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or investigations concerning the Property, to review documents and records related to the Property and otherwise confirm any and all matters which Buyer may reasonably desire to confirm with respect to the Property. Buyer has indemnified the Operating Partnership from and against any and all claims, damages, costs and liabilities arising from or related to Buyer’s or its consultants’ entry onto the Property and their inspections and investigations.

     Buyer has the right to terminate the Purchase Agreement by giving written notice to that effect to the Operating Partnership on or before the expiration of the Feasibility Period. If Buyer provides such notice, the Purchase Agreement will terminate and be of no further force and effect, and the Initial Deposit will be returned to Buyer (subject to the return by Buyer of any documents or information provided by the Operating Partnership with respect to the Property). If Buyer fails to provide the Operating Partnership with written notice of termination prior to the expiration of the Feasibility Period, Buyer’s right to terminate during the Feasibility Period will be waived permanently, the Purchase Agreement will remain in full force and effect and the Deposit will be non-refundable.

Pre-Closing Deliveries and Obligations

     The Purchase Agreement requires the Operating Partnership to deliver certain documents to the Buyer, including (i) all documents relating to the Property (including a special warranty deed and a rent roll with all pertinent information relating to the tenants and leases), (ii) a title affidavit or an indemnity form reasonably acceptable to Seller, which is sufficient to enable the title insurer to delete the standard pre-printed exceptions to the title insurance policy to be issued, and (iii) certification of the Operating Partnership’s non-foreign status. The Operating Partnership is only responsible for payment of the basic premium for the title policy. The Buyer is responsible for any costs in excess of the basic premium and for the cost of a current survey or any update to the survey.

     Buyer has the right to give written notice to the Operating Partnership of any objection Buyer had to any matter identified in the title documents or survey by April 9, 2009.

     On or before the expiration of the Feasibility Period, Buyer has the right to deliver written notice to the Operating Partnership identifying any contract relating to the ownership, maintenance, construction, repair or operation of the Property that Buyer wishes to terminate at closing. If any such contract cannot, by its terms, be terminated, Buyer agreed to assume such contract. Any contract not identified by Buyer in such notice will be assumed by Buyer. Buyer is responsible for any penalties or fees associated with the termination of any contracts it wishes to have terminated. Buyer is responsible for obtaining any necessary consents with respect to any contracts it assumes, and has indemnified the Operating Partnership from and against any and all claims, damages, costs and liabilities arising from or related to Buyer’s failure to obtain any such consent.

Closing

     The sale of the Property is scheduled to occur on May 15, 2009. The Operating Partnership has the option, by delivering written notice to the Buyer, of extending the closing to June 15, 2009 or another date agreed upon in order to accomplish the Loan Assumption and Release.

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Closing Prorations and Post Closing Adjustments

     All normal and customarily proratable items will be prorated as of the closing date.

     Unless otherwise provided in the Purchase Agreement, the Operating Partnership is entitled to receive all income, and is liable for all expenses, relating to the operation of its property for the period prior to the closing date, and the Buyer is entitled to receive all income, and is liable for all expenses, for the period commencing on the closing date for the Property. The Operating Partnership or the Buyer may request an adjustment of any pro rated item (with the exception of real property taxes, which will be final and not subject to readjustment), provided that no party has any obligation to make any adjustment after the expiration of 60 days after the closing, and unless the adjustment exceeds $5,000 (individually or in the aggregate) with respect to the Property.

Representations and Warranties

     The Purchase Agreement contains certain customary representations and warranties by the Operating Partnership. These representations and warranties include representations and warranties regarding existence and qualification; authority; non-contravention of existing contracts; validity and enforceability of the Purchase Agreement; “non-foreign person” status; litigation; governmental violations; material defaults under property contracts; and accuracy of the Property’s rent roll. The Operating Partnership’s representations and warranties survive for a period of nine months after the closing. Except for the Operating Partnership’s specific representations, the Property is expressly being sold and purchased “as is,” “where is,” and “with all faults.” The Operating Partnership’s liability for any breach of a representation or warranty by the Operating Partnership is capped at $300,000. Additionally, Buyer agreed not to bring any claim for breach of a representation by the Operating Partnership unless the claim for damages exceeds $5,000 (individually or in the aggregate).

     The Purchase Agreement also contains certain customary representations and warranties by the Buyer.

Covenants

     The Operating Partnership has agreed that it will continue to operate the Property in the ordinary course of business. The Operating Partnership has also agreed to certain additional covenants which may affect the operation of the Operating Partnership prior to closing, including: a commitment to provide the Buyer with an updated rent roll at the closing, restrictions on making material alterations to the Property or removing any material fixtures or tangible personal property, and restrictions on the creation of liens and encumbrances.

Conditions to the Parties’ Obligation to Close

     Operating Partnership’s Conditions to Closing

     The Operating Partnership’s obligation to complete the sale of the Property is subject to certain customary conditions. Such conditions include, among other things, the following:

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• Receipt by the Operating Partnership of all consents, documentation and approvals necessary to consummate and facilitate the transactions contemplated by the Purchase Agreement; and

• The absence of any pending, or to the knowledge of the Buyer or the Operating Partnership, any litigation or threatened litigation which, if determined adversely, would restrain the consummation of the transactions contemplated by the Purchase Agreement or declare any covenants of the Buyer to be illegal, void or nonbinding.

     If the conditions to closing fail with respect to the Property, then the Operating Partnership may elect to either waive such condition or terminate the Purchase Agreement in its entirety. In such instance, a portion of the Deposit may or may not be returned to the Buyer, depending on the circumstances surrounding the failure of the specific condition.

     Buyer’s Conditions to Closing

     The Buyer’s obligation to complete the sale of the Property also is subject to certain customary conditions. Such conditions include, among other things, the following:

• The Buyer shall have received a title affidavit or an indemnity form sufficient to enable the title issuer to delete the standard pre-printed exceptions to the title policy to be issued.

     If such conditions fail, then, subject to the terms of the Purchase Agreement, Buyer has the option of either waiving such condition or terminating the Purchase Agreement and receiving the Deposit back, subject to Buyer’s obligation to return due diligence materials provided to Buyer.

Default

     If the Buyer defaults in its obligations under the Purchase Agreement and does not cure the same within the cure period, if any, provided therein, then the Purchase Agreement will be automatically terminated and the Buyer will forfeit the Deposit to the Operating Partnership. The Operating Partnership has waived the remedies of specific performance and additional damages from the Buyer (other than with respect to certain indemnification obligations on the part of the Buyer as set forth in the Purchase Agreement).

     If the Operating Partnership defaults in its obligations under the Purchase Agreement and does not cure the same within the cure period, if any, provided therein, then Buyer may either seek specific performance of the Buyer’s obligations under the Purchase Agreement (but not damages), subject to certain conditions, or terminate the Purchase Agreement in its entirety. If the Buyer elects to terminate the Purchase Agreement, a portion of the Deposit is to be returned to the Buyer, subject to the Buyer’s obligation to return due diligence materials provided to Buyer. Additionally, if Buyer elects to terminate the Purchase Agreement, Buyer may recover (as its sole recoverable damages) direct and actual out-of-pocket expenses and costs (documented by paid invoices to third parties) in an amount not to exceed $75,000.

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Certain other Termination Rights

     The Buyer has the right to terminate the Purchase Agreement in its entirety upon major property damage to the Property (cost of repairs exceed $750,000) or condemnation of a material portion of any of the Property. In such instance, the Deposit is to be returned to the Buyer, subject to Buyer’s obligation to return due diligence materials provided to Buyer. In the event Buyer elects not to terminate the Purchase Agreement, Buyer will receive either (i) all insurance proceeds pertaining to any such damage (or the proceeds of any condemnation award) and a credit against the purchase price in the amount of any deductible payable by the Operating Partnership in connection therewith or (ii) the full purchase price less a credit to Buyer in the amount necessary to repair the damage (less any amounts which may already have been spent by the Operating Partnership to repair the damage).

Expenses and Closing Costs

     Buyer is responsible for paying any assumption fees in connection with the mortgage assumption, any premiums or fees required to be paid by Buyer for the title policy as described above, the cost of recording any instruments necessary to discharge any liens or encumbrances against the Property, and one-half of the customary closing costs of the escrow agent. The Operating Partnership will pay the base premium for the title policy as described above, and the other one-half of the closings costs of the escrow agent.

     In addition, the Operating Partnership agreed to pay any fees, commissions, and expenses due and owing to the Broker pursuant to a separate agreement.

WHERE YOU CAN FIND MORE INFORMATION

     We are subject to the informational requirements of the Exchange Act and are required to file annual and quarterly reports, proxy statements and other information with the SEC. You can inspect and copy reports and other information filed by us with the SEC at the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0300. The SEC also maintains an Internet site at http:\\www.sec.gov that contains reports, proxy and information statements regarding issuers, including us, that file electronically with the SEC.

     You should only rely on the information provided in this information statement or any supplement. We have not authorized anyone else to provide you with information. You should not assume that the information in this information statement or any supplement is accurate as of any date other than the date on the front of this information statement or the supplement.

     All documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act from the date of this information statement shall also be deemed to be incorporated herein by reference and will automatically update information in this information statement.

     You may request a copy of these filings, at no cost, by writing or calling us at the following address or telephone number:

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c/o THE ALTMAN GROUP, INC.
1200 Wall Street
3rd Floor
Lyndhurst, NJ 07071
Telephone: (800) 217-9608

DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS

     Only one information statement is being delivered to multiple limited partners sharing an address unless the Partnership has received contrary instructions from one or more of the limited partners.

     The Partnership will undertake to deliver promptly upon written or oral request a separate copy of this information statement to a limited partner at a shared address to which the Partnership delivered a single copy of the information statement. If a limited partner wishes to notify the Partnership that he or she wishes to receive a separate copy of this information statement, the limited partner may contact the Partnership as follows:

By mail:	c/o THE ALTMAN GROUP, INC.
	1200 Wall Street
	3rd Floor
	Lyndhurst, NJ 07071
By telephone:	(800) 217-9608
By facsimile:	(201) 460-0050

     A limited partner may also use the above telephone number, facsimile number or mailing address to notify the Partnership that limited partners sharing an address request delivery of a single copy of this information statement if they are receiving multiple copies of information statements.

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