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) December 29, 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 2.01   Completion of Acquisition or Disposition of Assets.

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

On December 29, 2008 the Company sold The Loft to a third party, The Embassy Group LLC, a New York limited liability company (the “Purchaser”), for a total sales price of $9,325,000. The Registrant continues to own and operate five other investment properties.

Item 9.01   Financial Statements and Exhibits

(b)   Pro forma financial information.

The following unaudited pro forma balance sheet and statements of operations reflect the continuing operations of the Registrant as if The Loft had been sold on January 1, 2007. The following also excludes the operations of Palm Lake which was sold on December 9, 2008.

The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period.  This pro forma information should be read in conjunction with the Registrant’s 2008 Quarterly Report on Form 10-Q for the period ended September 30, 2008 and the Registrant’s 2007 Annual Report on Form 10-K.

PRO FORMA BALANCE SHEET

(in thousands)

	September 30, 2008
All other assets	$  4,982
Investment property, net	74,394
Total Assets	$ 79,376
All other liabilities	$  3,619
Mortgage notes payable	126,115
Partners’ deficit	(50,358)
Total Liabilities and Partners’ Deficit	$ 79,376

PRO FORMA STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

	Nine Months Ended	Year Ended
	September 30, 2008	December 31, 2007
Total revenues	$18,060	$23,766
Total expenses	20,761	24,113
Impairment loss	2,400	--
Net Loss	$(5,101)	$ (347)
Series A Series B                              Series C Net loss per limited partnership  interest	$ (8.14)          (16.61) (0.62)         $(25.37)	$ 5.80           (7.08)           (0.44)          $(1.72)

(d)   Exhibit

10.73       Second Amendment of Purchase and Sale Contract between CCIP Loft, L.L.C., a Delaware limited liability company and TEG Lofts LLC, a North Carolina limited liability company, dated December 10, 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: January 5, 2009

EX-10.73

Exhibit 10.73

SECOND AMENDMENT OF
PURCHASE AND SALE CONTRACT

            THIS SECOND AMENDMENT OF PURCHASE AND SALE CONTRACT(this “Amendment”) is entered into effective as of the 10^th day of December, 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 TEG LOFTS LLC, a North Carolina 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, as amended by that certain First Amendment of Purchase and Sale Contract dated November 26, 2008 (collectively, 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.Escrow Agent.  Section 2.2.1 of the Contract is hereby amended such that the term Escrow Agent or Title Insurer shall mean the following:

Stewart Title Guaranty Company, c/o Ms. Wendy Howell, 1980 Post Oak Boulevard, Suite 610, Houston, Texas 77056 (“Escrow Agent” or “Title Insurer”).

2.Deposit Transfer.  Within one (1) Business Day of the Effective Date of this Amendment, Purchaser shall direct the transfer of the Deposit from LandAmerica Commercial Services, c/o Margaret Newton, 1099 18^th Street, Suite 2850, Denver, CO 80202 (“Prior Escrow Agent”) to Escrow Agent.  Purchaser shall be responsible for all costs and expenses associated with such transfer, including but not limited to any title cancellation fees of Prior Escrow Agent.

3.Notices.  The Notice address for Escrow Agent set forth in Section 13.6 is hereby deleted in its entirety and replaced with the following:

Stewart Title Guaranty Company

1980 Post Oak Boulevard, Suite 610

Houston, Texas  77056

Attention:  Wendy Howell

Telephone: (713) 625-8161

Facsimile: (713) 552-1703

E-Mail: whowell@stewart.com

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.

[Remainder of page intentionally left blank; signatures to follow]

IN WITNESS WHEREOF, Seller and Purchaser have entered into this Second 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/Brian J. Bornhorst
         Name:  Brian J. Bornhorst
         Title:  Vice President

Purchaser:

TEG LOFTS LLC,

a North Carolina limited liability company

By:  /s/David Willner

         David Willner, Managing Member