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 26, 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 Loft, 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 The Loft Apartments (“The Loft”), a 184-unit apartment complex located in Raleigh, North Carolina.

On October 28, 2008 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, The Embassy Group LLC, a New York limited liability company, (the “Purchaser”) to sell The Loft to the Purchaser for a total sales price of $10,000,000. On October 28, 2008, the Purchaser also entered into a purchase and sale contract for another property (the “Related Agreement”) with an entity (the “Related Seller”) affiliated with AIMCO Properties, L.P., which is an affiliate of the Registrant. The Registrant, the Related Seller and the Purchaser intend a simultaneous closing under the Purchase Agreement and the Related Agreement.  If either the Purchase Agreement or the Related Agreement are terminated or cancelled, the other party has the right, but not the obligation, to terminate the Purchase Agreement or Related Agreement, respectively.

On November 26, 2008, the Company and Purchaser entered into a First Amendment of Purchase and Sale Contract (“First Amendment”) pursuant to which the Purchase Price was reduced to $9,325,000 from $10,000,000.  In addition to the Purchaser’s initial deposit of $100,000, which the Purchaser deposited at the time the Purchase Agreement was signed, the Purchaser agreed under the terms of the Purchase Agreement to make a subsequent deposit of $100,000 (the “Additional Deposit”).  Pursuant to the terms of the First Amendment, the Purchaser agreed to increase the amount of the Additional Deposit from $100,000 to $176,296, all of which was deposited with the Escrow Agent at the time the First Amendment was executed. 

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

10.70       First Amendment of Purchase and Sale Contract between CCIP Loft, L.L.C., a Delaware limited liability company, and The Embassy Group, LLC, a New York limited liability company, dated November 26, 2008.*

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 3, 2008

EX-10.70

Exhibit 10.70

FIRST AMENDMENT OF
PURCHASE AND SALE CONTRACT

            THIS FIRST AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 26^th day of November, 2008 (the “Effective Date”), by and betweenCCIP LOFT, L.L.C.,, a Delaware limited liability company, having an address at 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237 (“Seller”), and THE EMBASSY GROUP LLC, a New York limited liability company, having a principal address at 3 College Road, Suite 203, Airmont, New York 10952 (“Purchaser”).

RECITALS

A.        Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of October 28, 2008 (the “Contract”), regarding real property located in Wake County, North Carolina and more particularly described in the Contract.

B.         Seller and Purchaser desire to make modifications to the Contract subject to the terms and conditions described below.

C.        All capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Contract.

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree as follows:

agreements

1.Purchase Price and Deposit.  Section 2.2 of the Contract is hereby deleted in its entirety and the following is substituted in lieu thereof:

“Section 2.2. Purchase Price and Deposit. The total purchase price (“Purchase Price”) for the Property shall be an amount equal to $9,325,000, which amount shall be paid by Purchaser, as follows:

Section 2.2.1.  The parties acknowledge that Purchaser has previously delivered to LandAmerica Commercial Services, c/o Margaret Newton, 1099 18^th Street, Suite 2850, Denver, CO 80202 (“Escrow Agent” or “Title Insurer”) an initial deposit of $100,000 (the “Initial Deposit”) by wire transfer of immediately available funds (“Good Funds”).  The Initial Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3.

Section 2.2.2.  Immediately upon execution of this Amendment, Purchaser shall deliver to Escrow Agent an additional deposit (the “Additional Deposit”) of $176,296 by wire by transfer of Good Funds.   The Additional Deposit shall be held and disbursed in accordance with the escrow provisions set forth in Section 2.3.  

Section 2.2.3.   The balance of the Purchase Price for the Property shall be paid to and received by Escrow Agent by wire transfer of Good Funds no later than 12:00 p.m. (in the time zone in which Escrow Agent is located) on the Closing Date (or such earlier time as required by Seller’s lender).”

2.Feasibility Period.  Seller and Purchaser acknowledge that as of the Effective Date of this Amendment, the Feasibility Period as defined in Section 3.1 of the Contract is expired, Purchaser has waived all contingencies and the Deposit shall be non-refundable in accordance with Section 3.2 of the Contract.       

3.Closing Date.  Section 5.1 of the Contract is hereby amended in its entirety to provide as follows:

“The Closing shall occur on or before December 12, 2008 at the time set forth in Section 2.2.3 (the "Closing Date") through an escrow with Escrow Agent, whereby the Seller, Purchaser and their attorneys need not be physically present at the Closing and may deliver documents by overnight air courier or other means.  Provided that Purchaser is not in default under the terms of this Contract, Purchaser shall be permitted a one-time extension of the Closing Date to December 29, 2008 by delivering written notice to Seller no later than December 8, 2008.”

4.Effectiveness of Contract.  As modified hereby, the Contract is hereby reinstated, ratified, confirmed and approved by the Purchaser and Seller in all respects, and shall remain in full force and effect in accordance with the terms and conditions thereof as hereby modified.

5.Counterparts.  This Amendment may be executed in multiple counterparts, and all such counterparts together shall be construed as one document.

6.Telecopied Signatures.  A counterpart of this Amendment signed by one party to this Amendment and telecopied to another party to this Amendment or its counsel (i) shall have the same effect as an original signed counterpart of this Amendment, and (ii) shall be conclusive proof, admissible in judicial proceedings, of such party’s execution of this Amendment.

[SIGNATURES COMMENCE ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, Seller and Purchaser have entered into this FIRST AMendment as of the date first above stated.

Seller:

CCIP LOFT, L.L.C., a Delaware limited liability company

By:    CONSOLIDATED CAPITAL
         INSTITUTIONAL PROPERTIES, a
         California limited partnership, its member

By:    CONCAP EQUITIES, INC., a
         Delaware corporation, its general partner

By:  /s/John Spiegleman                         
Name:  John Spiegleman                       
Title:  Senior Vice President                  

Purchaser:

THE EMBASSY GROUP LLC,

a New York limited liability company

By:  /s/David Williams                          

Name:  David Williams                        

Title:  Managing Member