8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 24, 2008

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

(Exact name of Registrant as specified in its charter)

            Delaware                  0-10831                 94-2744492

      (State or other jurisdiction (Commission            (I.R.S. Employer

           of incorporation)        File Number)        Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01   Entry into a Material Definitive Agreement.

Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP Palm Lake, L.L.C., a Delaware limited liability company (the “Company”).  As previously disclosed, after April 30, 2008, the assets and liabilities of the Company are allocated solely to the holders of Series A Units of the Registrant for all purposes. The Company owns Palm Lake Apartments (“Palm Lake”), a 150-unit apartment complex located in Tampa, Florida.

On October 24, 2008 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Blackhawk Apartment Opportunity Fund II LLC, an Illinois limited liability company, (the “Purchaser”) to sell Palm Lake to the Purchaser for a total sales price of $7,000,000.

On November 24, 2008, the Company and the Purchaser entered into a First Amendment to Purchase and Sale Contract pursuant to which the Purchaser will receive a credit at closing of $300,000 against the purchase price to either establish an escrow for the Purchaser’s lender or to place in an escrow for the Purchaser to apply to improvements to Palm Lake.  The Purchaser was also required to deliver an additional deposit of $150,000 to the escrow agent on November 24, 2008.  The expected closing date is December 12, 2008.

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

10.69       First Amendment to Purchase and Sale Contract between CCIP Palm Lake, L.L.C., a Delaware limited liability company, and Blackhawk Apartments Opportunity Fund II LLC, an Illinois limited liability company, dated November 24, 2008.*

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CONSOLIDATED CAPITAL

INSTITUTIONAL PROPERTIES, LP

By:  CONCAP EQUITIES, INC.  

General Partner

By:  /s/Stephen B. Waters

Stephen B. Waters

Vice President

Date: December 1, 2008

EX-10.69

Exhibit 10.69

FIRST AMENDMENT TO

PURCHASE AND SALE CONTRACT

THIS FIRST AMENDMENT TO PURCHASE AND SALE CONTRACT (this “Amendment”) is made and entered into this 24th day of November, 2008 (the "First Amendment Date"), by and between CCIP PALM LAKE, L.L.C., a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and BLACKHAWK APARTMENT OPPORTUNITY FUND II LLC, an Illinois limited liability company, having a principal address at 100 North LaSalle Street, Suite 2200, Chicago, Illinois  60602 (“Purchaser”).

R E C I T A L S:

A.Seller and Purchaser previously entered into that certain Purchase and Sale Contract dated October 24, 2008 (the “Agreement”), relating to the sale and purchase of the property described therein.

B.Seller and Purchaser desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of these premises, the terms and conditions contained herein, the sum of Ten Dollars ($10.00), cash in hand paid, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby covenant and agree as follows:

1.Recitals; Definitions.  The recitals set forth above are hereby incorporated herein.  All initial capitalized terms not defined herein shall have the meanings ascribed to such terms in the Agreement.

2.Purchase Price.  Purchaser shall receive a credit at Closing against the Purchase Price in an amount equal to $300,000.00 for the purpose of establishing an escrow for Purchaser's lender or to be placed in an escrow under Purchaser's control for improvements at the Property, at Purchaser's election.

3.Waiver of Contingencies.  Purchaser hereby acknowledges and agrees that the Feasibility Period has expired as of the First Amendment Date and that all contingencies relating to the Feasibility Period have been satisfied or waived by Purchaser.  Additionally, Purchaser hereby acknowledges and agrees that all contingencies relating to the Purchaser’s review of the Title Commitment, Survey, the Property Contracts, the Leases, the Miscellaneous Property Assets, the physical condition of the Property and otherwise with respect to the Property, as more particularly set forth in Sections 3.1, 3.2, 3.5, 4.1, 4.2 and 4.3 of the Agreement, have been waived by Purchaser as of the First Amendment Date, except for those matters Seller agreed to address in its Response Notice and those new matters which may be disclosed by an updated title commitment issued on or after the expiration of the Feasibility Period, as set forth in Section 4.3.2 of the Agreement.  Purchaser agrees that Purchaser's right to terminate the Agreement pursuant to Section 3.2 and Section 4.3.1 is irrevocably waived and, subject to Section 4.3.2 of the Agreement, Purchaser's obligation to purchase the Property is non-contingent and unconditional except only for the satisfaction of the conditions expressly stated in Section 8.1 of the Agreement.

4.Non-Refundable Deposit.  Section 2.2.1 of the Agreement is hereby amended to require that Purchaser deliver to Escrow Agent an amount equal to $150,000.00 no later than 5:00 p.m. on November 24, 2008, which amount, together with the $150,000.00 delivered by Purchaser to Escrow Agent on the Effective Date, and all other amounts deposited by Purchaser with Escrow Agent pursuant to the Agreement, shall be considered the Deposit for all purposes under the Agreement.  Purchaser acknowledges that the Deposit is non-refundable in the event of a default by Purchaser as set forth in Section 10.1 of the Agreement (but otherwise shall be refundable as expressly provided in the Agreement, but not under Section 3.2 or Section 4.3.1 since the Feasibility Period has expired.

5.Closing Date.  Section 5.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

"The Closing shall occur on December 12, 2008 (the “Closing Date”) through an escrow with Escrow Agent, whereby Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  Neither Seller nor Purchaser shall have any right to extend the Closing Date notwithstanding any other provision of this Contract."

6.Counterparts.  This Amendment may be executed and delivered in any number of original or facsimile counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

7.Ratification.  The Agreement, as amended hereby, remains in full force and effect and is hereby ratified and confirmed, as amended by this Amendment.  In the event of any conflict between the Agreement and this Amendment, the terms and conditions of this Amendment shall control.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Purchaser and Seller have executed this Amendment as of the date set forth above.

            Seller:

CCIP PALM LAKE, L.L.C.,

a Delaware limited liability company

By:       CONSOLIDATED CAPITAL INSTITUTIONAL
            PROPERTIES, LP,

            a Delaware limited partnership,

            its member

            By:       CONCAP EQUITIES, INC.,

                        a Delaware corporation,

                        its general partner

                        By:  /s/Brian J. Bornhorst                     

                        Name:  Brian J. Bornhorst                    

                        Title:  Vice President                            

[Purchaser's Signature Page Follows]

Purchaser:

BLACKHAWK APARTMENT OPPORTUNITY
FUND II, LLC,
an Illinois limited liability company

By:       Blackhawk Fund Manager II LLC,
its manager

By:  /s/Gary S. Richman                       
Name:  Gary S. Richman                     
Title:  Manager