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) June 1, 2009

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 Society Park East, L.L.C., a Delaware limited liability company (the “Company”). The assets and liabilities of the Company are allocated solely to the holders of Series C Units of the Registrant for all purposes. The Company owns The Dunes Apartment Homes (“The Dunes”), a 200-unit apartment complex located in Indian Harbor, Florida.

As previously disclosed, on April 21, 2009 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, CD Group, LLC, a Florida limited liability company (the “Purchaser”), to sell The Dunes to the Purchaser for a total sales price of $6,600,000.

As previously disclosed, on May 5, 2009, the Purchaser delivered written notice of its election to terminate the Purchase Agreement. Pursuant to its terms, the Purchase Agreement was terminated.

On June 1, 2009, the Company and the Purchaser entered into a Reinstatement of and Amendment to Purchase and Sale Contract (the “Amendment”) pursuant to which the Purchase Agreement was reinstated, the total sales price was reduced to $6,300,000, an additional deposit of $100,000 was delivered to the Escrow Agent and the closing was extended to July 16, 2009. The Amendment provides the Purchaser with the option of extending the closing to July 31, 2009, by delivering an additional deposit of $25,000 to the Escrow Agent and written notice to the Company no later than July 9, 2009. The Amendment also provides the Purchaser with the option of an additional extension of the closing to August 17, 2009, by delivering an additional deposit of $50,000 to the Escrow Agent and written notice to the Company no later than July 24, 2009.

Item 9.01 Financial Statements and Exhibits

10.76 Reinstatement of and Amendment to Purchase and Sale Contract between CCIP Society Park East, L.L.C., a Delaware limited liability company, and CD Group, LLC, a Florida limited liability company, dated June 1, 2009.

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/Steven D. Cordes

Steven D. Cordes

Senior Vice President

Date: June 5, 2009