SC TO-T/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE TO/A

(Rule 14d-100)

(Amendment No. 4)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

Consolidated Capital Institutional Properties

(Name of Subject Company (Issuer))

AIMCO Properties, L.P.
Apartment Investment and Management Company
AIMCO-GP, Inc.
ConCap Equities, Inc.

(Names of Filing Persons (Offerors))

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Martha L. Long
Apartment Investment and Management Company
55 Beattie Place
PO Box 1089
Greenville, South Carolina 29602
(864) 239-1000

(Name, Address, and Telephone Numbers of Person

Authorized to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

Jonathan L. Friedman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue

Los Angeles, California 90071

(213) 687-5000

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$11,196,000	$343.72

*For purposes of calculating the fee only. This amount assumes the purchase of 29,856 units of limited partnership interest of the subject partnership for $375.00 per unit. Based on the current fee rate of $30.70 per million, the fee is $343.72.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$ 343.72	Filing Party:	AIMCO Properties, L.P.
Form or Registration No.:	Schedule TO/A	Date Filed:	May 30, 2007

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

þ third-party tender offer subject to Rule 14d-1

o issuer tender offer subject to Rule 13e-4

ogoing-private transaction subjects to Rule 13e-3

o amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	ITEM 1. SUMMARY TERM SHEET
	ITEM 2. SUBJECT COMPANY INFORMATION
	ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
	ITEM 4. TERMS OF THE TRANSACTION
	ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
	ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
	ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
	ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
	ITEM 10. FINANCIAL STATEMENTS
	ITEM 11. ADDITIONAL INFORMATION
	ITEM 12. EXHIBITS
	ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
SIGNATURE
EXHIBIT INDEX
Supplement to Offer to Purchase
Letter to Limited Partners

AMENDMENT NO. 4 TO SCHEDULE TO

     This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule TO initially filed on April 3, 2007 (as amended or supplemented from time to time, the “Schedule TO”) relating to the offer by AIMCO Properties, L.P., a Delaware limited partnership, to purchase units of limited partnership interest (“Units”) of Consolidated Capital Institutional Properties, a California limited partnership (the “Partnership”), subject to the conditions set forth in the Offer to Purchase, dated April 3, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”). The information in Exhibits (a)(1), (a)(2), (a)(6), (a)(8), (a)(9) and (a)(11) are incorporated by reference in response to Items 1-11 of this Schedule TO. The item numbers and responses thereto below are in accordance with the requirements of Schedule TO. Unless defined herein, capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Offer to Purchase.

ITEM 1. SUMMARY TERM SHEET.

     The information set forth under “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

ITEM 2. SUBJECT COMPANY INFORMATION.

          (a) The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership” in the Offer to Purchase is incorporated herein by reference. The Partnership’s business address is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

          (b) This Schedule TO relates to the units of limited partnership interest of Consolidated Capital Institutional Properties, of which 199,043.20 units were issued and outstanding as of May 31, 2007.

          (c) Not applicable.

ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.

(a)-(c) This Schedule TO is being filed by Apartment Investment and Management Company, a Maryland corporation (“Aimco”), AIMCO Properties, L.P., a Delaware limited partnership (“Aimco Operating Partnership”), AIMCO-GP, Inc., a Delaware corporation (“Aimco-GP”), and ConCap Equities, Inc., a Delaware corporation (“ConCap”). Aimco-GP is the general partner of Aimco Operating Partnership and a wholly owned subsidiary of Aimco. ConCap is the general partner of the Partnership and is a wholly owned subsidiary of Aimco. The principal business of Aimco, Aimco-GP, and Aimco Operating Partnership is the ownership, acquisition, development, expansion and management of multi-family apartment properties. The principal business of ConCap is managing the affairs of the Partnership. The business address of Aimco, Aimco-GP and Aimco Operating Partnership is 4582 South Ulster Street Parkway, Suite 1100, Denver, Colorado 80237, and their telephone number is (303) 757-8101. The principal address of ConCap is 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602, and its phone number is (864) 239-1000.

     The information set forth under “The Offer — Section 8. Information Concerning Us and Certain of Our Affiliates” and Annex I of the Offer to Purchase is incorporated herein by reference.

     During the last five years, none of Aimco, Aimco-GP, Aimco Operating Partnership or ConCap nor, to the best of their knowledge, any of the persons listed in Annex I of the Offer to Purchase (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining further violations of or prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws.

ITEM 4. TERMS OF THE TRANSACTION.

          (a) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

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     (a) and (b) The information set forth under “Summary Term Sheet — Conflicts of Interest,” “The Offer — Section 9. —Background and Reasons for the Offer” and “The Offer — Section 11. Conflicts of Interest and Transactions with Affiliates” in the Offer to Purchase is incorporated herein by reference.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

     (a), (c)(1)-(7) The information set forth under “The Offer — Section 9. Background and Reasons for the Offer,” “The Offer — Section 12. Future Plans of the Purchaser” and “The Offer — Section 7. Effects of the Offer — Effect on Trading Market; Registration under Section 12(g) of the Exchange Act” in the Offer to Purchase is incorporated herein by reference.

ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

     (a), (b) and (d) The information set forth under “The Offer — Section 16. Source of Funds” and “— Section 20. Fees and Expenses” in the Offer to Purchase is incorporated herein by reference.

ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.

     The information set forth under “The Offer — Section 14. Certain Information Concerning Your Partnership; Beneficial Ownership of Interests in Your Partnership” in the Offer to Purchase is incorporated herein by reference.

ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.

     Not applicable.

ITEM 10. FINANCIAL STATEMENTS.

     Not applicable.

ITEM 11. ADDITIONAL INFORMATION.

          (a) The information set forth under “The Offer — Section 19. Certain Legal Matters” in the Offer to Purchase is incorporated herein by reference.

          (b) The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated herein by reference.

ITEM 12. EXHIBITS.

(a)(1)	Offer to Purchase dated April 3, 2007 (previously filed).
(a)(2)	Letter of Transmittal and related Instructions (previously filed).
(a)(3)	Letter dated April 3, 2007 from the Aimco Operating Partnership to the Limited Partners of Consolidated Capital Institutional Properties (previously filed).
(a)(4)	Press Release dated April 30, 2007 (previously filed).
(a)(5)	Letter dated April 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Consolidated Capital Institutional Properties (previously filed).
(a)(6)	Supplement to Offer to Purchase dated May 8, 2007 (previously filed).
(a)(7)	Letter dated May 8, 2007 from the Aimco Operating Partnership to the Limited Partners of Consolidated Capital Institutional Properties (previously filed).
(a)(8)	Supplement to Offer to Purchase dated May 30, 2007 (previously filed).
(a)(9)	Amended and Restated Letter of Transmittal dated May 30, 2007 (previously filed).
(a)(10)	Letter dated May 30, 2007 from the Aimco Operating Partnership to the Limited Partners of Consolidated Capital Institutional Properties (previously filed).
(a)(11)	Supplement to Offer to Purchase dated June 14, 2007.
(a)(12)	Letter dated June 14, 2007 from the Aimco Operating Partnership to the Limited Partners of Consolidated Capital Institutional Properties.
(b)(1)	Amended and Restated Secured Credit Agreement, dated as of November 2, 2004, by and among AIMCO, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers and Bank of America, N.A., Keybank National Association, and the Lenders listed therein (Exhibit 4.1 to AIMCO’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2004, is incorporated herein by reference).
(b)(2)	First Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of June 16, 2005, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., AIMCO/Bethesda Holdings, Inc., and NHP Management Company as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 22, 2005, is incorporated herein by reference).
(b)(3)	Second Amendment to Amended and Restated Senior Secured Credit Agreement, dated as of March 22, 2006, by and among Apartment Investment and Management Company, AIMCO Properties, L.P., and AIMCO/Bethesda Holdings, Inc., as the borrowers, and Bank of America, N.A., Keybank National Association, and the lenders listed therein (Exhibit 10.1 to AIMCO’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 27, 2006, is incorporated herein by reference).

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(d)	Not applicable.
(g)	None.
(h)	None.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

     Not applicable.

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SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the undersigned hereby certify that the information set forth in this statement is true, complete and correct.

Date: June 14, 2007

APARTMENT INVESTMENT AND MANAGEMENT COMPANY
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
AIMCO-GP, INC.
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President
AIMCO PROPERTIES, L.P.
By:	AIMCO-GP, INC.
	Its General Partner

By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

CONCAP EQUITIES, INC.
By:	/s/ Martha L. Long
	Martha L. Long
	Senior Vice President

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EXHIBIT INDEX

Exhibit No.	Description
(a)(11)	Supplement to Offer to Purchase dated June 14, 2007.
(a)(12)	Letter dated June 14, 2007 from the Aimco Operating Partnership to the Limited Partners of Consolidated Capital Institutional Properties.

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EX-99.(A)(11)

Exhibit(a)(11)

SUPPLEMENT TO OFFER TO PURCHASE

AIMCO Properties, L.P.

is offering to purchase up to 29,856 limited partnership units in

Consolidated Capital Institutional Properties

for $375.00 per unit in CASH

Upon the terms and subject to the conditions set forth in the Offer to Purchase dated April 3, 2007 (as amended or supplemented from time to time, the “Offer to Purchase”) and the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer”), we are offering to purchase up to 29,856 limited partnership units of Consolidated Capital Institutional Properties. If more than 29,856 units are validly tendered (and not properly withdrawn) on or prior to the expiration date, we will purchase 29,856 units from tendering unitholders on a pro rata basis. You will not pay any partnership transfer fees if you tender units pursuant to the Offer. You will pay any other fees or costs, including any transfer taxes. Our offer price will be reduced for any distributions made or declared by your partnership after April 3, 2007 (the date the offer commenced) and prior to the expiration of our Offer. There were 8,158 holders in your partnership as of June 7, 2007.

The purpose of this Supplement is to supplement and amend the information contained in the Offer to Purchase previously mailed to you.

OUR OFFER HAS BEEN EXTENDED. OUR OFFER AND YOUR WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JUNE 21, 2007, UNLESS WE FURTHER EXTEND THE DEADLINE.

We urge you to read the information in the Offer to Purchase, as supplemented hereby, for a description of our Offer. See “Risk Factors” beginning on page 4 of the Offer to Purchase previously mailed to you for a description of risk factors that you should consider in connection with our Offer, including the following:

•  IF YOU WANT TO TENDER YOUR UNITS IN THE OFFER, YOU MUST SIGN A LETTER OF TRANSMITTAL IN WHICH YOU RELEASE US FROM ALL LIABILITY, EXCEPT AS OTHERWISE PROVIDED IN SECTION 3 HEREIN, WITH RESPECT TO ANY AND ALL CLAIMS THROUGH THE DATE OF EXECUTION OF THE LETTER OF TRANSMITTAL, INCLUDING, BUT NOT LIMITED TO, THOSE CLAIMS THAT WERE BROUGHT OR THAT COULD HAVE BEEN BROUGHT IN THE NUANES AND HELLER LITIGATION AND IRRESPECTIVE OF WHETHER YOU PREVIOUSLY REQUESTED EXCLUSION FROM THE SETTLEMENT OR WHAT HAPPENS IN CONNECTION WITH THE PENDING APPEAL CHALLENGING THE SETTLEMENT. YOU WILL ALSO ASSIGN TO US YOUR RIGHTS IN ANY FUTURE CLAIMS AND DISTRIBUTIONS, PROVIDED, HOWEVER, YOU WILL STILL BE ENTITLED TO RECEIVE YOUR PRO RATA SHARE OF THE SETTLEMENT FUND IN THE NUANES AND HELLER LITIGATION EVEN IF YOU TENDER, PROVIDED THAT YOU ARE OTHERWISE ELIGIBLE, AND IF AND WHEN APPROVAL OF THE SETTLEMENT AND JUDGMENT ENTERED THERETO BECOME FINAL.

(Continued on next page)

If you decide to accept our Offer, you must complete and sign the enclosed Letter of Transmittal in accordance with the instructions thereto and mail or deliver the signed Letter of Transmittal and any other required documents to The Altman Group, Inc., which is acting as Information Agent in connection with our Offer, at one of its addresses set forth below and on the back cover of this Supplement. Questions and requests for assistance or for additional copies of the Offer to Purchase, this Supplement or the related Letter of Transmittal may also be directed to the Information Agent at (800) 467-0821.

June 14, 2007

(Continued from prior page)

•  Our offer price was determined without any arms-length negotiations, which might result in a higher value for your partnership units.

•  The appraisals on which we based our estimate of the net equity value per unit (which was our initial offer price) were completed in 2003; more recent appraisals might indicate higher property values and, accordingly, a higher net equity value per unit. However, we have since raised our offer price in response to competing offers.

•  There is no established or regular trading market for your units, nor is there a reliable standard for determining the fair market value of the units. Accordingly, our offer price may not represent fair market value for your units.

•  Our offer price might be higher if it took into account any potential improvements in the fair market value or operating performance of your partnership’s properties, including any prospective increase in value or property income that may result from the redevelopment of any of your partnership’s properties.

•  Your general partner and the property manager are affiliates of ours and, therefore, your general partner has substantial conflicts of interest with respect to our Offer.

•  We are making this Offer with a view to making a profit and, therefore, there is a conflict between our desire to purchase your units at a low price and your desire to sell your units at a high price.

•  Continuation of your partnership will result in our affiliate continuing to receive management fees from your partnership. Such fees would not be payable if your partnership were liquidated.

•  We may conduct a future offer at a higher price, although we have no obligation or current intention to do so.

•  For any units that we acquire from you, you will not receive any future distributions from operating cash flow of your partnership or upon a sale or refinancing of properties owned by your partnership.

•  The general partner makes no recommendation as to whether you should tender your units.

The general partner does not make any recommendation regarding whether you should accept this Offer. You are encouraged to carefully review the Offer to Purchase, as supplemented hereby, and any other information available to you and to seek the advice of your independent lawyer, tax advisor and/or financial advisor with respect to your particular circumstances before deciding whether or not to accept this Offer.

The Information Agent for the Offer is:

THE ALTMAN GROUP, INC.

By Mail:

P.O. Box 268
Lyndhurst, NJ 07071 By Overnight Courier:

1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071 By Hand:

1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071

For information, please call:

TOLL FREE: (800) 467-0821

SUPPLEMENTAL INFORMATION

The Offer to Purchase is hereby supplemented as follows (capitalized terms that are not otherwise defined herein have the respective meanings ascribed thereto in the Offer to Purchase):

Extension of Expiration Date

The information in the Offer to Purchase under “The Offer — Section 1. Terms of the Offer, Expiration Date; Proration” is supplemented as follows:

We have extended the expiration date of the Offer to midnight, New York City time, on June 21, 2007, and we reserve the right in our reasonable discretion to further extend the period of time for which the Offer is open. See “The Offer — Section 5. Extension of Tender Offer Period; Termination; Amendment; No Subsequent Offering Period” in the Offer to Purchase for a description of our right to extend the period of time during which the Offer is open and to amend or terminate the Offer.

Possible Redevelopment of Plantation Gardens Apartments

The information in the Offer to Purchase under “The Offer — Section 12. Future Plans of the Purchaser” and “— Section 14. Certain Information Concerning Your Partnership” is supplemented as follows:

The general partner is actively considering a plan to redevelop Plantation Gardens Apartments. The proposed redevelopment would include improvements to the exterior and common areas of the property, as well as to the interiors of all 372 apartment units. The proposed exterior and common area improvements are expected to include some or all of the following: paving, concrete upgrades, a new monument, a gated entry, new fences and walls, landscaping, construction of a new town center with a pool, new garages, renovation of the clubhouse/office building, renovation of the laundry facilities, conversion of laundry rooms to storage rooms, and new paint, front doors and signage. The proposed interior improvements are expected to include some or all of the following: kitchen and bathroom upgrades, new washer/dryer units, new paint, carpet replacements in the bedrooms and closets, and installation of new light fixtures and hot water heaters. The total projected cost is expected to be approximately $24.5 million. While the general partner is actively considering the plan to redevelop Plantation Gardens Apartments, it has not formally decided to proceed with the redevelopment. If, the redevelopment proceeds, it is expected to start in September 2007, and take approximately 17 months to complete. While construction is ongoing, it is expected that operations at the property will be disrupted, and income from the property would decrease significantly. It is estimated that the partnership will lose approximately $2.6 million in rent during the construction. However, upon completion of the redevelopment, the general partner expects that property net operating income will increase by approximately $1.6 million on an annual basis once operations stabilize after the redevelopment based on actual operations for the last 12 months as of May 31, 2007.

If the redevelopment proceeds, additional approvals may be required before construction begins, including, without limitation, approvals from local government authorities, and approval from limited partners in the partnership to make certain amendments to the partnership’s agreement of limited partnership to permit the redevelopment. No assurances can be made regarding whether the necessary approvals will be obtained or the timing of such approvals, whether or to what extent the partnership will move forward with the proposed redevelopment if such approvals are obtained, the timing of the redevelopment, the cost of redevelopment, or whether there will be any resulting change in the future value of the property. Construction projects such as the proposed redevelopment entail significant risks, including, but not limited to: shortages of materials or skilled labor; unforeseen engineering, environmental and/or geological problems; work stoppages; weather interference; unanticipated cost increases; and unavailability of construction equipment. Construction, equipment or staffing problems or difficulties in obtaining any of the requisite licenses, permits and authorizations from regulatory authorities could increase the total cost, delay or prevent the redevelopment or necessitate design changes.

* * *

Questions and requests for assistance or for additional copies of this Supplement, the Offer to Purchase and the letter of transmittal may be directed to the Information Agent at its telephone number and address listed below. You may also contact your broker, dealer, bank, trust company or any other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

THE ALTMAN GROUP, INC.

By Mail:

P.O. Box 268
Lyndhurst, NJ 07071 By Overnight Courier:

1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071 By Hand:

1200 Wall Street, 3rd Floor
Lyndhurst, NJ 07071

By Telephone:

TOLL FREE: (800) 467-0821

By Fax:

(201) 460-0050

EX-99.(A)(12)

Exhibit (a)(12)

AIMCO PROPERTIES, L.P.

c/o The Altman Group, Inc.

1200 Wall Street, 3rd Floor

Lyndhurst, NJ 07071

(800) 467-0821

June 14, 2007

Dear Limited Partner:

We recently mailed you tender offer documents offering to purchase your units of limited partnership interest in Consolidated Capital Institutional Properties for $375.00 (as previously amended) per unit in cash. Our offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 3, 2007, and in the related Letter of Transmittal (collectively, together with any supplements or amendments, our “Offer”).

We have extended our Offer until midnight, New York City time, on June 21, 2007. Our Offer was previously scheduled to expire on June 15, 2007. AIMCO Properties, L.P. has reported, based on information provided by the Information Agent for the Offer, that as of the close of business on June 7, 2007, 2,401.42 units had been tendered pursuant to the Offer.

We have amended and supplemented our Offer to Purchase to include additional information. A copy of the Supplement to Offer to Purchase dated June 14, 2007 is enclosed. Please review it carefully before making your decision as to whether or not to accept our offer. Our offer price remains $375.00 per unit.

If you retain your units, you will continue to be a limited partner. If you elect to remain in the partnership until termination, you will continue to participate in the partnership distributions, if any, and the tax effects of the partnership’s results.

If you have any questions, please contact the Information Agent, toll free, at (800) 467-0821.

Sincerely,

AIMCO Properties, L.P.