FORM 10-QSB—QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission file number 0-10831

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

(Exact name of registrant as specified in its charter)

Delaware	94-2744492
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit data)

	June 30,	December 31,
	2010	2009
	(Unaudited)	(Note)
Assets
Cash and cash equivalents	$ 415	$ 302
Receivables and deposits	503	547
Deferred tax asset (Note F)	521	481
Other assets	1,922	1,380
Investment in affiliated partnerships (Note C)	460	480

Investment properties:
Land	8,637	8,637
Buildings and related personal property	84,367	81,760
	93,004	90,397
Less accumulated depreciation	(44,459)	(41,739)
	48,545	48,658
	$ 52,366	$ 51,848

Liabilities and Partners' Capital (Deficiency)
Liabilities
Accounts payable	$ 693	$ 379
Tenant security deposit liabilities	705	737
Accrued property taxes	282	--
Other liabilities	1,186	1,270
Due to affiliates (Note B)	2,630	129
Mortgage notes payable	112,383	113,189
	117,879	115,704

Partners' Capital (Deficiency)
General partner	97	114
Limited partners (199,030.2 units issued and
outstanding)	(65,610)	(63,970)
	(65,513)	(63,856)
	$ 52,366	$ 51,848

Note: The consolidated balance sheet at December 31, 2009 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per unit data)

	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2010	2009	2010	2009
Revenues:
Rental income	$ 4,246	$ 4,388	$ 8,464	$ 8,901
Other income	541	487	1,123	893
Total revenues	4,787	4,875	9,587	9,794
Expenses:
Operating	1,980	1,908	4,131	4,056
General and administrative	85	77	163	189
Depreciation	1,387	1,309	2,724	2,602
Interest	1,755	1,759	3,517	3,481
Property taxes	353	348	716	731
Total expenses	5,560	5,401	11,251	11,059

Loss before income taxes,
distributions in excess of
investment, equity in loss from
investment and discontinued
operations	(773)	(526)	(1,664)	(1,265)
Income tax (expense) benefit (Note F):
Current	(6)	(5)	(13)	(9)
Deferred	40	41	40	52
Distributions in excess of investment
(Note C)	--	--	--	454
Equity in loss from investment
(Note C)	(17)	(15)	(20)	(33)
Loss before discontinued operations	(756)	(505)	(1,657)	(801)
Loss from discontinued operations
(Notes A and G)	--	(1,051)	--	(2,929)
Net loss	$ (756)	$(1,556)	$(1,657)	$(3,730)

Net loss allocated to general partner	$ (8)	$ (15)	$ (17)	$ (37)
Net loss allocated to limited partners
(Series A) (Note A)	(748)	(500)	(1,640)	(793)
(Series B) (Note A)	--	(669)	--	(1,475)
(Series C) (Note A)	--	(372)	--	(1,425)
	$ (756)	$(1,556)	$(1,657)	$(3,730)

Per limited partnership unit:
Loss before discontinued operations
(Series A) (Note A)	$ (3.76)	$ (2.51)	$ (8.24)	$ (3.98)
Loss from discontinued operations
(Series B) (Note A)	--	(3.36)	--	(7.41)
(Series C) (Note A)	--	(1.87)	--	(7.16)
Net loss	$ (3.76)	$ (7.74)	$ (8.24)	$(18.55)

Distribution per limited partnership
unit (Series A)	$ --	$ --	$ --	$ 18.41

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIENCY)

(Unaudited)

(in thousands, except unit data)

	Limited		Limited
	Partnership	General	Partners
	Units	Partner	(Series A)	Total


Partners’ capital (deficiency)
at December 31, 2009	199,030.2	$ 114	$(63,970)	$(63,856)

Net loss for the six months
ended June 30, 2010	--	(17)	(1,640)	(1,657)

Partners’ capital (deficiency)
at June 30, 2010	199,030.2	$ 97	$(65,610)	$(65,513)

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended
	June 30,
	2010	2009
Cash flows from operating activities:
Net loss	$ (1,657)	$ (3,730)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation	2,724	3,729
Amortization of loan costs, lease commissions and
mortgage premiums	241	22
Equity in loss from investment	20	33
Impairment loss	--	2,100
Write off of redevelopment costs	--	232
Casualty gain	--	(11)
Distributions in excess of investment	--	(454)
Change in accounts:
Receivables and deposits	44	(48)
Deferred tax asset	(40)	(52)
Other assets	(775)	(843)
Accounts payable	93	(108)
Tenant security deposit liabilities	(32)	23
Accrued property taxes	282	319
Other liabilities	(84)	(166)
Due to affiliates	23	122
Net cash provided by operating activities	839	1,168

Cash flows from investing activities:
Property improvements and replacements	(2,400)	(2,622)
Distributions from affiliated partnerships	--	474
Insurance proceeds received	10	33
Net cash used in investing activities	(2,390)	(2,115)

Cash flows from financing activities:
Payments on mortgage notes payable	(806)	(1,039)
Lease commissions paid	(8)	(1)
Distributions to partners	--	(3,665)
Advances from affiliate	2,478	2,383
Repayment of advances from affiliate	--	(1,041)
Net cash provided by (used in) financing activities	1,664	(3,363)

Net increase (decrease) in cash and cash equivalents	113	(4,310)
Cash and cash equivalents at beginning of period	302	4,777
Cash and cash equivalents at end of period	$ 415	$ 467

Supplemental disclosure of cash flow information:
Cash paid for interest, net of capitalized interest	$ 3,311	$ 3,851
Supplemental disclosure of non-cash activity:
Property improvements and replacements included in
accounts payable	$ 417	$ 139

Included in property improvements and replacements for the six months ended June 30, 2010 and 2009 are approximately $196,000 and $664,000 of property improvements and replacements which were included in accounts payable at December 31, 2009 and 2008, respectively.

See Accompanying Notes to Consolidated Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

The accompanying unaudited consolidated financial statements of Consolidated Capital Institutional Properties, LP (the “Partnership” or “Registrant”) have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of ConCap Equities, Inc. (the "General Partner"), the Partnership’s general partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. Operating results for the three and six month periods ended June 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010. For further information, refer to the consolidated financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2009. The General Partner is ultimately owned by Apartment Investment and Management Company ("AIMCO"), a publicly traded real estate investment trust.

The Partnership Agreement provides that the Partnership is to terminate on December 31, 2011 unless terminated prior to that date. The Partnership Agreement also provides that the term of the Partnership cannot be extended beyond the termination date.

The Partnership’s management evaluated subsequent events through the time this Quarterly Report on Form 10-Q was filed.

The accompanying consolidated statements of operations for the three and six months ended June 30, 2009 have been restated to reflect the operations of The Dunes Apartments and The Knolls Apartments as discontinued operations as a result of the sales of the respective properties during August 2009 and September 2009, respectively.

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2009 (in thousands):

	Six months ended June 30, 2009
					Loss from
			Casualty	Impairment	Discontinued
	Revenues	Expenses	Gain	Loss	Operations

The Knolls
Apartments	$ 1,159	$(1,760)	$ 11	$ (900)	$(1,490)
The Dunes
Apartments	798	(1,037)	--	(1,200)	(1,439)
	$ 1,957	$(2,797)	$ 11	$(2,100)	$(2,929)

Organization: On April 25, 2008, the Partnership changed its domicile from California to Delaware by merging with and into Consolidated Capital Institutional Properties, LP, a Delaware limited partnership, with the Delaware partnership as the surviving entity in the merger. The merger was undertaken pursuant to an Agreement and Plan of Merger, dated as of March 19, 2008, by and between the California partnership and the Delaware partnership.

Under the merger agreement, each unit of limited partnership interest in the California partnership was converted into an identical unit of limited partnership in the Delaware partnership and the general partnership interest in the California partnership previously held by the General Partner was converted into a general partnership interest in the Delaware partnership. All interests in the Delaware partnership outstanding immediately prior to the merger were cancelled in the merger.

The voting and other rights of the limited partners provided for in the partnership agreement were not changed as a result of the merger. In the merger, the partnership agreement of the California partnership was adopted as the partnership agreement of the Delaware partnership, with the following changes: (i) references therein to the California Uniform Limited Partnership Act were amended to refer to the Delaware Revised Uniform Limited Partnership Act; (ii) a description of the merger was added; (iii) the name of the partnership was changed to “Consolidated Capital Institutional Properties, LP” and (iv) a provision was added that gives the general partner authority to establish different designated series of limited partnership interests that have separate rights with respect to specified partnership property, and profits and losses associated with such specified property.

On April 30, 2008, the General Partner amended the Partnership Agreement to establish, and convert existing limited partnership interests into, different designated series of limited partnership interests that have separate rights with respect to specified partnership property. Effective as of the close of business on April 30, 2008 (the “Establishment Date”), each then outstanding Unit of limited partnership interest in the Partnership was converted into one Series A Unit, one Series B Unit and one Series C Unit. Except as described below, the Series A Units, Series B Units and Series C Units entitled the holders thereof to the same rights as the holders of Units of limited partnership interests had prior to the Establishment Date.

Holders of the Series A Units are entitled to receive distributions of all income and allocation of all profits and losses relating to the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Subsidiary and Series C Subsidiary (as defined below).

Holders of the Series B Units were entitled to receive distributions of all income and allocation of all profits and losses relating to the Partnership’s membership interest in CCIP Knolls, L.L.C., a Delaware limited liability company (the “Series B Subsidiary”). The Series B Subsidiary held a 100% ownership interest in The Knolls Apartments. The Knolls Apartments was sold on September 21, 2009. As of December 31, 2009, the Partnership completed winding up the affairs of this series and, accordingly, terminated the Series B Subsidiary in accordance with the Partnership Agreement.

Holders of the Series C Units were entitled to receive distributions of all income and allocation of all profits and losses relating to the Partnership’s membership interest in CCIP Society Park East, L.L.C., a Delaware limited liability company (the “Series C Subsidiary”). The Series C Subsidiary held a 100% ownership interest in The Dunes Apartments. The Dunes Apartments was sold on August 17, 2009. As of December 31, 2009, the Partnership completed winding up the affairs of this series and, accordingly, terminated the Series C Subsidiary in accordance with the Partnership Agreement.

Reclassifications: Certain reclassifications have been made to the 2009 balances to conform to the 2010 presentation.

Segment Reporting: FASB ASC Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. FASB ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. (See "Note D" for detailed disclosure of the Partnership's segments.)

Note B – Transactions with Affiliated Parties

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the General Partner receive 5% of gross receipts from all of the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $476,000 and $582,000 for the six months ended June 30, 2010 and 2009, respectively, which are included in operating expenses and loss from discontinued operations.

Affiliates of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $162,000 and $442,000 for the six months ended June 30, 2010 and 2009, respectively, which are included in general and administrative expenses, loss from discontinued operations and investment properties. The portion of these reimbursements included in investment properties for the six months ended June 30, 2010 and 2009 are construction management services provided by an affiliate of the General Partner of approximately $57,000 and $223,000, respectively.

In accordance with the Partnership Agreement, during the six months ended June 30, 2010, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $2,478,000 to fund real estate taxes at The Sterling Apartment Homes and Commerce Center and capital improvements and operations at all of the Partnership’s investment properties.During the six months ended June 30, 2009, AIMCO Properties, L.P. advanced the Partnership approximately $2,383,000 to fund operations at The Sterling Apartment Homes, The Knolls Apartments, Regency Oaks Apartments and Plantation Gardens Apartments and capital expenditures at The Dunes Apartments. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rate on outstanding advances at June 30, 2010 was 3.25% and interest expense was approximately $23,000 and $22,000 for the six months ended June 30, 2010 and 2009, respectively. During the six months ended June 30, 2009, the Partnership made payments on the outstanding loans and accrued interest of approximately $1,049,000 from operations. There were no such payments made during the six months ended June 30, 2010. At June 30, 2010 and December 31, 2009, the amount of the outstanding advances and accrued interest was approximately $2,630,000 and $129,000, respectively, and is included in due to affiliates. Subsequent to June 30, 2010, the Partnership received additional advances of approximately $570,000 to fund operations and capital improvements at The Sterling Apartment Homes and operations at Plantation Gardens Apartments and Regency Oaks Apartments. The Partnership may receive additional advances of funds from AIMCO Properties, L.P. although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

The Partnership insures its properties up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the General Partner. During the six months ended June 30, 2010, the Partnership was charged by AIMCO and its affiliates approximately $405,000 for insurance coverage and fees associated with policy claims administration. Additional charges will be incurred by the Partnership during 2010 as other insurance policies renew later in the year. The Partnership was charged by AIMCO and its affiliates approximately $429,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2009.

Note C - Investment in Affiliated Partnerships

			Investment Balance at
		Ownership	June 30,	December 31,
Partnership	Type of Ownership	Percentage	2010	2009
			(in thousands)
Consolidated Capital	Special Limited
Properties III	Partner	1.86%	$ --		$ --
Consolidated Capital	Special Limited
Properties IV	Partner	1.86%	460		480
			$ 460		$ 480

These investments are accounted for using the equity method of accounting. Distributions from the affiliated partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying consolidated statements of operations. During the three and six months ended June 30, 2009, the Partnership received a distribution of approximately $20,000 from operations from one of its affiliated partnerships, Consolidated Capital Properties IV, which was recognized as a reduction in the investment balance. During the six months ended June 30, 2009, the Partnership received approximately $454,000 of distributions from sale proceeds of one of its affiliated partnerships, Consolidated Capital Growth Fund, which was recognized as income on the accompanying consolidated statements of operations as its investment balance had been reduced to zero. As of December 31, 2009, Consolidated Capital Growth Fund was liquidated. There were no distributions received during the six months ended June 30, 2010. During the three and six months ended June 30, 2010, the Partnership recognized approximately $17,000 and $20,000, respectively, in equity in loss from investment related to its allocated share of the loss from one of the affiliated partnerships. During the three and six months ended June 30, 2009, the Partnership recognized approximately $15,000 and $33,000, respectively, in equity in loss from investment related to its allocated share of the loss from two of the affiliated partnerships.

Note D – Segment Reporting

Description of the types of products and services from which the reportable segment derives its revenues: The Partnership has two reportable segments: residential properties and commercial property. The Partnership’s property segments consist of two apartment complexes in Florida and one multiple use facility consisting of apartment units and commercial space in Pennsylvania. The Partnership rents apartment units to tenants for terms that are typically less than twelve months. The commercial property leases space to various medical offices, career service facilities, and retail shops at terms ranging from month to month to nine years. Included in the Partnership’s residential properties segment as discontinued operations for 2009 are two apartment complexes.

Measurement of segment profit and loss: The Partnership evaluates performance based on segment profit and loss before depreciation. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies included in the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Factors management used to identify the Partnership's reportable segment: The Partnership’s reportable segments are business units (investment properties) that offer different products and services. The reportable segments are each managed separately because they provide distinct services with different types of products and customers.

Segment information for the three and six months ended June 30, 2010 and 2009 is shown in the tables below (in thousands). The "Other" column includes Partnership administration related items and income and expense not allocated to reportable segments.

For the three months ended
June 30, 2010
	Residential	Commercial	Other	Totals
Rental income	$ 3,832	$ 414	$ --	$ 4,246
Other income	490	48	3	541
Equity in loss from investment	--	--	(17)	(17)
Interest expense	1,565	170	20	1,755
Depreciation	1,317	70	--	1,387
General and administrative
expenses	--	--	85	85
Current income tax expense	6	--	--	6
Deferred income tax benefit	(40)	--	--	(40)
Segment loss	(568)	(69)	(119)	(756)

For the six months ended
June 30, 2010
	Residential	Commercial	Other	Totals
Rental income	$ 7,623	$ 841	$ --	$ 8,464
Other income	1,043	77	3	1,123
Equity in loss from investment	--	--	(20)	(20)
Interest expense	3,154	340	23	3,517
Depreciation	2,585	139	--	2,724
General and administrative
expenses	--	--	163	163
Current income tax expense	13	--	--	13
Deferred income tax benefit	(40)	--	--	(40)
Segment loss	(1,333)	(121)	(203)	(1,657)
Total assets	50,112	1,647	607	52,366
Capital expenditures for
investment properties	2,607	18	--	2,625

For the three months ended
June 30, 2009
	Residential	Commercial	Other	Totals
Rental income	$ 3,937	$ 451	$ --	$ 4,388
Other income	435	52	--	487
Loss from discontinued operations	(966)	--	(85)	(1,051)
Equity in loss from investment	--	--	(15)	(15)
Interest expense	1,546	172	41	1,759
Depreciation	1,241	68	--	1,309
General and administrative
expenses	--	--	77	77
Current income tax expense	5	--	--	5
Deferred income tax benefit	(41)	--	--	(41)
Segment loss	(1,296)	(42)	(218)	(1,556)

For the six months ended
June 30, 2009
	Residential	Commercial	Other	Totals
Rental income	$ 7,980	$ 921	$ --	$ 8,901
Other income	797	98	(2)	893
Loss from discontinued operations	(2,729)	--	(200)	(2,929)
Distributions in excess of
investment	--	--	454	454
Equity in loss from investment	--	--	(33)	(33)
Interest expense	3,095	344	42	3,481
Depreciation	2,470	132	--	2,602
General and administrative
expenses	--	--	189	189
Current income tax expense	9	--	--	9
Deferred income tax benefit	(52)	--	--	(52)
Segment loss	(3,700)	(18)	(12)	(3,730)
Total assets	71,901	2,015	620	74,536
Capital expenditures for
investment properties	1,721	376	--	2,097

Note E – Casualty Event

In December 2008, The Knolls Apartments sustained damages of approximately $70,000 from a water main break in the parking area, including approximately $41,000 of clean up costs. During the six months ended June 30, 2009, the Partnership recognized a casualty gain of approximately $11,000 as a result of the receipt of insurance proceeds of approximately $33,000 net of the write off of undepreciated damaged assets of approximately $22,000. The casualty gain and clean up costs are included in loss from discontinued operations for the six months ended June 30, 2009. The Knolls Apartments was sold to a third party on September 21, 2009.

In January 2009, Regency Oaks Apartments sustained damages of approximately $17,000 resulting from freezing conditions which damaged landscaping at the property. During the fourth quarter of 2009, the Partnership recognized a casualty gain of approximately $7,000 as a result of the receipt of insurance proceeds of approximately $7,000. During the three and six months ended June 30, 2010, the Partnership received additional insurance proceeds of approximately $10,000.

Note F – Partnership Income Taxes

In conjunction with the payment of local income taxes with respect to The Sterling Apartment Homes and Commerce Center, the Partnership has recorded a deferred tax asset in the amount of approximately $521,000. The deferred tax asset consists primarily of temporary differences related to land, buildings and accumulated depreciation. The Partnership believes that it is more likely than not that the full value of the deferred tax asset will be realized through future taxable income of the property. An additional benefit of approximately $40,000 was recognized during the three and six months ended June 30, 2010, compared to a benefit of approximately $41,000 and $52,000 which was recognized during the three and six months ended June 30, 2009, respectively. The Partnership recognized current income tax expense related to local income taxes with respect to The Sterling Apartment Homes and Commerce Center of approximately $6,000 and $13,000 during the three and six months ended June 30, 2010, respectively, compared to approximately $5,000 and $9,000 during the three and six months ended June 30, 2009, respectively.

Note G - Sale of Investment Properties

On September 21, 2009, the Partnership sold The Knolls Apartments, located in Colorado Springs, Colorado, to a third party for a sales price of $13,350,000. After payment of closing costs, the Partnership received net proceeds of approximately $13,155,000. The Partnership used a portion of the proceeds to repay the mortgage encumbering the property and a prepayment penalty of approximately $7,279,000 and $15,000, respectively. The sale resulted in a gain of approximately $133,000 during the second half of 2009. In addition, the Partnership recorded a gain on the early extinguishment of debt of approximately $20,000 during the third quarter of 2009, due to the write off of the unamortized mortgage premium of approximately $35,000, partially offset by the prepayment penalty of approximately $15,000. Included in loss from discontinued operations for the three and six months ended June 30, 2009 is an impairment loss of approximately $400,000 and $900,000, respectively, which was recorded to write the carrying amount of the property down to the expected sale price in accordance with the Partnership’s impairment policy.

On August 17, 2009, the Partnership sold The Dunes Apartments, located in Indian Harbor, Florida, to a third party for a sales price of $6,300,000. After payment of closing costs, the Partnership received net proceeds of approximately $6,142,000. The Partnership used a portion of the proceeds to repay the mortgage encumbering the property and a prepayment penalty of approximately $3,032,000 and $10,000, respectively. The sale resulted in a loss of approximately $186,000 during the second half of 2009. In addition, the Partnership recorded a gain on the early extinguishment of debt of approximately $6,000 during the third quarter of 2009 due to the write off of the unamortized mortgage premium of approximately $16,000, partially offset by the prepayment penalty of approximately $10,000. Included in loss from discontinued operations for the three and six months ended June 30, 2009 is an impairment loss of approximately $300,000 and $1,200,000, respectively, which was recorded to write the carrying amount of the property down to the expected sale price in accordance with the Partnership’s impairment policy.

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2009 (in thousands):

	Six months ended June 30, 2009
					Loss from
			Casualty	Impairment	Discontinued
	Revenues	Expenses	Gain	Loss	Operations

The Knolls
Apartments	$ 1,159	$(1,760)	$ 11	$ (900)	$(1,490)
The Dunes
Apartments	798	(1,037)	--	(1,200)	(1,439)
	$ 1,957	$(2,797)	$ 11	$(2,100)	$(2,929)

Note H – Fair Value of Financial Instruments

FASB ASC Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amounts of its financial instruments (except for mortgage notes payable) approximate their fair values due to the short term maturity of these instruments. The Partnership estimates the fair value of its mortgage notes payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. At June 30, 2010, the fair value of the Partnership's mortgage notes payable at the Partnership's incremental borrowing rate approximated its carrying value.

Note I - Investment Property

During the six months ended June 30, 2009, the Partnership wrote off redevelopment costs of approximately $232,000. The write off represents capitalized costs incurred in a prior year related to a potential redevelopment project at Plantation Gardens Apartments, which was no longer being considered as of June 30, 2009.

During the second quarter of 2010, the Partnership committed to spend approximately $900,000 to install a co-generation plant at The Sterling Apartment Homes and Commerce Center, in order to generate a portion of the property’s electricity using natural gas and to allow the property to use waste heat to heat domestic water. The Partnership expects to fund half of the total cost of the installation of the co-generation plant with a grant from the Pennsylvania Department of Environmental Protection, Office of Energy and Technology Department (the “DEP Grant”) and the other half of the cost with operating cash flow and advances from an affiliate, AIMCO Properties, L.P. The Partnership will request funds from the DEP Grant periodically once it has paid for the materials and upon receipt of the grant funds will offset the costs incurred.

During the second quarter of 2010, the Partnership identified approximately $8,000,000 of capital expenditures and aesthetic improvements to be made at Plantation Gardens Apartments. The expenditures include repairs to the balconies and catwalks at the property, repairs and improvements to the roadways and parking areas throughout the property, repainting of all of the buildings, various improvements to the apartment units and landscaping improvements. This work is anticipated to be completed by December 31, 2011. The Partnership intends to fund these capital expenditures and improvements with operating cash flow and advances from an affiliate, AIMCO Properties, L.P.

Subsequent to June 30, 2010, the Partnership committed to spend approximately $1,200,000 to replace and repair roofs at Regency Oaks Apartments. The Partnership intends to fund these capital expenditures and improvements with operating cash flow and advances from an affiliate, AIMCO Properties, L.P.

Note J – Contingencies

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company (“the Defendants”) failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $8,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment properties. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. Pursuant to the global settlement agreement, the parties selected six test “on-call” cases to be arbitrated. The parties arbitrated four “on-call” claims and obtained defense verdicts on all four. Two additional “on-call” claims were dismissed with prejudice. The process now calls for the parties to attempt to mediate the remaining “on-call” claims and plaintiffs’ attorneys’ fees. Such mediation has not yet been scheduled. The General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its investment properties that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its properties, the Partnership could potentially be liable for environmental liabilities or costs associated with its properties.

Mold

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the General Partner have implemented policies, procedures, third-party audits and training and the General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. During the six months ended June 30, 2010, the Partnership identified approximately 146 apartment units at Plantation Gardens that have been affected by mold and anticipates that the cost to remediate the mold in these units to be approximately $900,000. As of June 30, 2010, the Partnership has worked on 26 of the apartment units. Because the law regarding mold is unsettled and subject to change the General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition or results of operations.

ITEM 2. Management's Discussion and Analysis Of Financial Condition and Results of Operations

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the effect of redevelopments, the Partnership’s future financial performance, including the Partnership’s ability to maintain current or meet projected occupancy and rent levels, and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions; the general level of interest rates; energy costs; the terms of governmental regulations that affect the Partnership’s properties and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets; insurance risk, including the cost of insurance; development risks; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

The Partnership's investment properties consist of three properties. The Sterling is a multiple-use facility which consists of an apartment complex and commercial space. The following table sets forth the average occupancy of the properties for the six months ended June 30, 2010 and 2009:

	Average Occupancy
Property	2010	2009

The Sterling Apartment Homes (1)	96%	92%
The Sterling Commerce Center (2)	79%	82%
Philadelphia, Pennsylvania
Plantation Gardens Apartments	93%	95%
Plantation, Florida
Regency Oaks Apartments	91%	89%
Fern Park, Florida

(1) The General Partner attributes the increase in occupancy at The Sterling Apartment Homes to increased marketing efforts and competitive pricing.

(2) The General Partner attributes the decrease in occupancy at The Sterling Commerce Center to certain tenants relocating their businesses to new locations.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment properties, interest rates on mortgage loans, costs incurred to operate the investment properties, general economic conditions and weather. As part of the ongoing business plan of the Partnership, the General Partner monitors the rental market environment of its investment properties to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expenses. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership, such as the local economic climate and weather, can adversely or positively affect the Partnership’s financial results.

Results of Operations

The Partnership recognized a net loss of approximately $756,000 and $1,657,000 for the three and six months ended June 30, 2010, respectively, compared to a net loss of approximately $1,556,000 and $3,730,000 for the three and six months ended June 30, 2009, respectively. The consolidated statements of operations included in “Item 1. Financial Statements” for the three and six months ended June 30,2009 have been restated to reflect the operations of The Dunes Apartments and The Knolls Apartments as discontinued operations as a result of the sales of the respective properties during August 2009 and September 2009, respectively.

The following table presents summarized results of operations related to the Partnership’s discontinued operations for the six months ended June 30, 2009 (in thousands):

	Six months ended June 30, 2009
					Loss from
			Casualty	Impairment	Discontinued
	Revenues	Expenses	Gain	Loss	Operations

The Knolls
Apartments	$ 1,159	$(1,760)	$ 11	$ (900)	$(1,490)
The Dunes
Apartments	798	(1,037)	--	(1,200)	(1,439)
	$ 1,957	$(2,797)	$ 11	$(2,100)	$(2,929)

The Partnership recognized losses before discontinued operations of approximately $756,000 and $1,657,000 for the three and six months ended June 30, 2010, respectively, compared to losses before discontinued operations of approximately $505,000 and $801,000 for the three and six months ended June 30, 2009, respectively. The increase in loss before discontinued operations for both periods is due to decreases in total revenues and deferred income tax benefit and increases in total expenses and current income tax expense. The increase in loss before discontinued operations for the six month period is also due to a decrease in distributions received in excess of investment, partially offset by a decrease in equity in loss from investment. Equity in loss from investment increased for the three months ended June 30, 2010.

The decrease in total revenues for the three and six months ended June 30, 2010 is due to a decrease in rental income, partially offset by an increase in other income. Rental income decreased for both periods due to decreases in average rental rates at the three residential properties and decreases in occupancy at the Sterling Commerce Center and Plantation Gardens Apartments, partially offset by increases in occupancy at the Sterling Apartment Homes and Regency Oaks Apartments. The increase in other income for both periods is due to an increase in tenant utility reimbursements primarilyat The Sterling Apartment Homes and Regency Oaks Apartmentsas tenants are now reimbursing both properties for water costs and The Sterling Apartment Homes for heating costs.

The increase in total expenses for the three and six months ended June 30, 2010 is due to increases in operating and depreciation expenses. Total expenses also increased for the six months ended June 30, 2010 due to an increase in interest expense and was partially offset by a decrease in general and administrative expense. General and administrative and interest expense remained relatively constant for the three months ended June 30, 2010. Property tax expenses remained relatively constant for the comparable periods. The increase in depreciation expense for both periods is due to property improvements and replacements placed into service during the past twelve months at the Partnership’s investment properties. The increase in interest expense for the six month period is primarily due to additional loan cost amortization. Operating expenses increased for both periods primarilydue to increases in salaries and related benefits at The Sterling Apartment Homes, utilities at The Sterling Apartment Homes and Commerce Center and repair costs associated with water damage from multiple broken pipes and storm damages at Plantation Gardens Apartments, which were partially offset by the write off of capitalized costs incurred in a prior year related to a potential redevelopment project at Plantation Gardens Apartments which was no longer being considered as of June 30, 2009.

General and administrative expense decreased for the six months ended June 30, 2010 primarily due to decreases in costs associated with communicating with investors and the annual audit required by the Partnership Agreement. Included in general and administrative expenses for the three and six months ended June 30, 2010 and 2009are reimbursements to the General Partner as allowed under the Partnership Agreement, costs associated with the annual audit required by the Partnership Agreement and costs associated with the quarterly and annual communications with investors and regulatory agencies.

During the three and six months ended June 30, 2010, the Partnership recognized approximately $17,000 and $20,000, respectively, in equity in loss from investment related to its allocated share of the loss from one of the affiliated partnerships. During the three and six months ended June 30, 2009, the Partnership recognized approximately $15,000 and $33,000, respectively, in equity in loss from investment related to its allocated share of the loss from two of the affiliated partnerships. These investments are accounted for using the equity method of accounting. Distributions from the affiliated partnerships are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the consolidated statements of operations included in “Item 1. Financial Statements”. During the three and six months ended June 30, 2009, the Partnership received a distribution of approximately $20,000 from operations from one of its affiliated partnerships, Consolidated Capital Properties IV, which was recognized as a reduction in the investment balance. During the six months ended June 30, 2009, the Partnership received approximately $454,000 of distributions from sale proceeds of one of its affiliated partnerships, Consolidated Capital Growth Fund, which was recognized as income as that investment balance had been reduced to zero. As of December 31, 2009, Consolidated Capital Growth Fund was liquidated. There were no distributions received during the six months ended June 30, 2010.

Liquidity and Capital Resources

At June 30, 2010, the Partnership had cash and cash equivalents of approximately $415,000 compared to approximately $302,000 at December 31, 2009. Cash and cash equivalents increased approximately $113,000 from December 31, 2009 due to approximately $839,000 and $1,664,000 of cash provided by operating and financing activities, respectively, partially offset by approximately $2,390,000 of cash used in investing activities. Cash provided by financing activities consisted of advances received from an affiliate, partially offset by principal payments made on the mortgages encumbering the Partnership's investment properties and lease commissions paid. Cash used in investing activities consisted of property improvements and replacements, partially offset by insurance proceeds received.

The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the properties to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The General Partner monitors developments in the area of legal and regulatory compliance. Capital improvements planned for each of the Partnership’s properties are detailed below.

The Sterling Apartment Homes and Commerce Center

During the six months ended June 30, 2010, the Partnership completed approximately $1,771,000 of capital improvements at the property consisting primarily of heating upgrades, kitchen and bath upgrades, fitness center upgrades, interior door replacements, fire safety upgrades and appliance and floor covering replacements. These improvements were funded from operating cash flow and advances from an affiliate, AIMCO Properties, L.P. The Partnership regularly evaluates the capital improvement needs of the property. During the second quarter of 2010, the Partnership committed to spend approximately $900,000 to install a co-generation plant at the property in order to generate a portion of the property’s electricity using natural gas and to allow the property to use waste heat to heat domestic water. The Partnership expects to fund half of the total cost of the installation of the co-generation plant with a grant from the Pennsylvania Department of Environmental Protection, Office of Energy and Technology Department and the other half with operating cash flow and advances from an affiliate, AIMCO Properties, L.P. While the Partnership has no other material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Plantation Gardens Apartments

During the six months ended June 30, 2010, the Partnership completed approximately $682,000 of capital improvements at the property consisting primarily of air conditioning unit replacements, kitchen and bath upgrades, balcony and other exterior building upgrades, appliance and floor covering replacements and reconstruction related to water damages to the property caused by multiple pipe breaks and storm damages. These improvements were funded from operating cash flow and advances from an affiliate, AIMCO Properties, L.P. The Partnership regularly evaluates the capital improvement needs of the property. During the second quarter of 2010, the Partnership identified approximately $8,000,000 of capital expenditures and aesthetic improvements to be made at Plantation Gardens Apartments. The expenditures include repairs to the balconies and catwalks at the property, repairs and improvements to the roadways and parking areas throughout the property, repainting of all of the buildings, various improvements to the apartment units and landscaping improvements. This work is anticipated to be completed by December 31, 2011. The Partnership intends to fund these capital expenditures and improvements with operating cash flow and and advances from an affiliate, AIMCO Properties, L.P. While the Partnership has no other material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Regency Oaks Apartments

During the six months ended June 30, 2010, the Partnership completed approximately $168,000 of capital improvements at the property consisting primarily of office equipment, kitchen and bath upgrades, and appliance and floor covering replacements. These improvements were funded from operating cash flow, insurance proceeds and advances from an affiliate, AIMCO Properties, L.P. The Partnership regularly evaluates the capital improvement needs of the property. Subsequent to June 30, 2010, the Partnership committed to spend approximately $1,200,000 to replace and repair roofs at the property. The Partnership intends to fund this project with operating cash flow and advances from an affiliate, AIMCO Properties, L.P. While the Partnership has no other material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during the remainder of 2010. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Other than the planned capital expenditures mentioned above, additional capital expenditures will be incurred only to the extent of cash available from operations, advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances, or from Partnership reserves. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected, at least in the short term.

The Partnership anticipates that exclusive of capital improvements and repayment of amounts accrued and payable to affiliates, operating cash flows in 2010 will be generally sufficient for the Partnership to meet its current obligations in 2010 including 2010 debt service. If cash flows are insufficient for the Partnership to meet its obligations in 2010, the Partnership may request additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. The mortgage indebtedness encumbering the Partnership’s properties of approximately $112,383,000 requires monthly payments of principal and interest and balloon payments of approximately $97,297,000 during 2017. The General Partner may attempt to refinance such indebtedness and/or sell the properties prior to termination of the Partnership.

The Partnership distributed the following amounts during the six months ended June 30, 2010 and 2009 (in thousands, except per unit data):

	Six Months		Six Months
	Ended	Per Limited	Ended	Per Limited
	June 30,	Partnership	June 30,	Partnership
	2010	Unit	2009	Unit

Surplus Funds (1)	$ --	$ --	$3,665	$18.41

(1) Distribution to Series A limited partners consists of the release of funds previously reserved from the November 2007 refinance of The Sterling Apartment Homes.

Future cash distributions will depend on the levels of net cash generated from operations, the timing of debt maturities, refinancings and/or property sales. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital improvement expenditures and repayment of amounts owed to affiliates, to permit distributions to its partners in 2010 or subsequent periods.

Other

In addition to its indirect ownership of the general partner interests in the Partnership, AIMCO and its affiliates owned 152,648.05 limited partnership units (the "Units") in the Partnership representing 76.70% of the outstanding Units at June 30, 2010. A number of these Units were acquired pursuant to tender offers made by AIMCO or its affiliates. It is possible that AIMCO or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of AIMCO, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that would include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 76.70% of the outstanding Units, AIMCO and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to AIMCO as its sole stockholder.

Critical Accounting Policies and Estimates

The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and assumptions. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment properties are recorded at cost less accumulated depreciation, unless the carrying amount of the asset is not recoverable, and the investment properties foreclosed upon were recorded at fair market value at the time of the foreclosures. If events or circumstances indicate that the carrying amount of a property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment properties. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

The Partnership leases certain commercial space to tenants under various lease terms. The leases are accounted for as operating leases in accordance with FASB ASC Topic 840, “Leases”. Some of the leases contain stated rental increases during their term. For leases with fixed rental increases, rents are recognized on a straight-line basis over the terms of the Partnership or the lease, whichever is less. For all other leases, minimum rents are recognized over the terms of the Partnership or the lease, whichever is less.

Item 4T. Controls and Procedures.

(a) Disclosure Controls and Procedures.

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Item 6. Exhibits.

See Exhibit Index Attached.

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

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 thereunto duly authorized.

	CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

	By: ConCap Equities, Inc.
	General Partner

Date: August 13, 2010	By: /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President

Date: August 13, 2010	By: /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director of Partnership Accounting

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

EXHIBIT INDEX

Exhibit

Number Description

3 Certificates of Limited Partnership, as amended to date. (Incorporated by reference to the Annual Report on Form 10-K for the fiscal year ended December 31, 1991 ("1991 Annual Report")).

3.1 Certificate of Limited Partnership of Registrant, dated March 19, 2008 (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008).

3.2 Amendment to Certificate of Limited Partnership of Registrant, dated April 30, 2008 (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008).

3.3 Limited Partnership Agreement of Registrant, dated April 28, 1981 (incorporated herein by reference to Appendix A to the Prospectus included in the Registrant’s Registration Statement on Form S-11 (Reg. No. 2-72384)).

3.4 First Amendment to the Limited Partnership Agreement of Registrant, dated July 11, 1985 (incorporated herein by reference to the Registrant’s Statement on Form 8-A dated May 1, 2008).

3.5 Second Amendment to the Limited Partnership Agreement of Registrant, dated October 23, 1990 (incorporated herein by reference to the Registrant’s Statement on Form 8-A dated May 1, 2008).

3.6 Third Amendment to the Limited Partnership Agreement of Registrant, dated October 17, 2000 (incorporated herein by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).

3.7 Fourth Amendment to the Limited Partnership Agreement of Registrant, dated May 25, 2001 (incorporated herein by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001).

3.8 Fifth Amendment to the Limited Partnership Agreement of Registrant, dated March 19, 2008 (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008).

3.9 Sixth Amendment to the Limited Partnership Agreement of Registrant, dated April 30, 2008 (incorporated herein by reference to Exhibit 3.4 to the Registrant’s Current Report on Form 8-K, dated April 30, 2008).

3.10 Seventh Amendment to the Limited Partnership Agreement of Registrant, dated May 8, 2008.

3.11 Eighth Amendment to the Limited Partnership Agreement of Registrant, dated December 31, 2009 (Incorporated herein by reference to Exhibit 3.10 to the Registrant’s Current Report on Form 8-K, dated December 31, 2009).

3.12 Ninth Amendment to the Limited Partnership Agreement of Registrant, dated December 31, 2009 (Incorporated herein by reference to Exhibit 3.11 to the Registrant’s Current Report on Form 8-K, dated December 31, 2009).

10.28 Form of Amended Order Setting Foreclosure Sale Date pursuant to amending the foreclosure date filed on September 25, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.)

10.30 Form of Certificate of Sale as to Property "2" pursuant to sale of Regency Oaks Apartments to CCIP Regency Oaks, L.L.C. filed October 28, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.)

10.32 Form of Certificate of Sale as to Property "4" pursuant to sale of Plantation Gardens Apartments to CCIP Plantation Gardens, L.L.C. filed October 28, 2003. (Incorporated herein by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2003.)

10.53 Amended and Restated Multifamily Note, dated September 28, 2007 between CCIP Plantation Gardens, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference.

10.54 Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP Plantation Gardens, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference.

10.55 Amended and Restated Multifamily Note, dated September 28, 2007 between CCIP Regency Oaks, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference.

10.56 Amended and Restated Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP Regency Oaks, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. Filed on Current Report on Form 8-K dated September 28, 2007 and incorporated herein by reference.

10.57 Multifamily Note, dated November 30, 2007 between CCIP Sterling, L.P., a Pennsylvania limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation. Filed on Current Report on Form 8-K dated November 30, 2007 and incorporated herein by reference.

10.58 Multifamily Mortgage, Assignment of Rents and Security Agreement, dated November 30, 2007 between CCIP Sterling, L.P., a Pennsylvania limited partnership, and Wachovia Multifamily Capital, Inc., a Delaware corporation. Filed on Current Report on Form 8-K dated November 30, 2007 and incorporated herein by reference.

10.74 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 April 21, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated April 21, 2009.

10.75 Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated May 12, 2009. Incorporated by reference to the Partnership’s Current Report on Form 8-K dated May 12, 2009.

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. Incorporated by reference to the Partnership's Current Report on Form 8-K dated June 1, 2009.

10.77 First Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated June 4, 2009. Incorporated by reference to the Partnership's Current Report on Form 8-K dated June 4, 2009.

10.78 Reinstatement and Second Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 1, 2009. Incorporated by reference to the Partnership's Current Report on Form 8-K dated June 26, 2009.

10.79 Third Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 10, 2009. Incorporated by reference to the Partnership's Current Report on Form 8-K dated July 10, 2009.

10.80 Fourth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 20, 2009. Incorporated by reference to the Partnership's Current Report on Form 8-K dated July 20, 2009.

10.81 Fifth Amendment to Purchase and Sale Contract between CCIP Knolls, L.L.C., a Delaware limited liability company, and Hamilton Zanze & Company, a California corporation, dated July 23, 2009. Incorporated by reference to the Partnership's Current Report on Form 8-K dated July 23, 2009.

10.82 Agreement Regarding Grant Funds by and among OP Property Management, LLC, a Delaware limited liability company, and CCIP Sterling, L.P., a Pennsylvania limited partnership, dated May 17, 2010. Incorporated by reference to the Partnership's Current Report on Form 8-K dated May 17, 2009.

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

PART I – FINANCIAL INFORMATION

Units

Partner

(Series A)

Note A – Basis of Presentation

Note B – Transactions with Affiliated Parties

Note E – Casualty Event

Note J – Contingencies