8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported) April 30, 2008

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

(Exact name of registrant as specified in its charter)

DELAWARE	1-10831	94-2744492
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

55 BEATTIE PLACE
POST OFFICE BOX 1089
GREENVILLE, SOUTH CAROLINA 29602(Address of principal executive offices)                    (Zip Code)

Registrant’s telephone number, including area code (864)239-1000

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES(Former name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	ITEM 3.03. Material Modification to Rights of Security Holders.
	ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	ITEM 8.01. Other Events.
	ITEM 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Certificate of Limited Partnership
Amendment to Certificate of Limited Partnership
Fifth Amendment to the Limited Partnership Agreement
Sixth Amendment to the Limited Partnership

ITEM 3.03. Material Modification to Rights of Security Holders.

     On April 30, 2008, ConCap Equities, Inc., general partner of Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Partnership”), amended the Partnership’s certificate of limited partnership and the Partnership’s agreement of limited partnership (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 entitle the holders thereof to the same rights as the holders of Units of limited partnership interests had prior to the Establishment Date. The description of the Units of limited partnership interest included in the registration statement on Form S-11 (No. 2-72384) filed by Consolidated Capital Institutional Properties, a California limited partnership, is incorporated herein by reference.

     Series A Units. From and after the Establishment Date, the following assets will be allocated solely to the Series A Units for all purposes, and will be recorded upon the books of account of the Partnership: (i) all of the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Subsidiary (as defined below) and the Series C Subsidiary (as defined below), (ii) all consideration received by the Partnership from the issuance or sale of any Series A Units, or from any additional capital contributions relating to the Series A Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No limited partners, other than limited partners who hold Series A Units, will have any claim on or any right to any assets allocated solely to the Series A Units.

     Series B Units. From and after the Establishment Date, the following assets will be allocated solely to the Series B Units for all purposes, and will be recorded upon the books of account of the Partnership: (i) all of the Partnership’s membership interest in CCIP Knolls, L.L.C., a Delaware limited liability company (the “Series B Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series B Units, or from any additional capital contributions relating to the Series B Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No limited partners, other than limited partners who hold Series B Units, will have any claim on or any right to any assets allocated solely to the Series B Units.

     Series C Units. From and after the Establishment Date, the following assets will be allocated solely to the Series C Units for all purposes, and will be recorded upon the books of account of the Partnership: (i) all of the Partnership’s membership interest in CCIP Society Park East, L.L.C., a Delaware limited liability company (the “Series C Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series C Units, or from any additional capital contributions relating to the Series C Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No limited partners, other than limited partners who hold Series C Units, will have any claim on or any right to any assets allocated solely to the Series C Units.

     Allocation of Certain Assets and Income. If there are any assets, income, earnings, profits, proceeds, funds or payments that are not readily identifiable as belonging to any particular series of Units, the general partner will allocate them among any one or more of the series in such manner and on such basis as the general partner, in its sole discretion, deems fair and equitable, which determination will be conclusive and binding on the limited partners of all series for all purposes.

     Liabilities and Expenses of Each Series. The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to each series of Units will be enforceable only against the assets allocated to such series of Units, and not against the Partnership generally or the assets of any other series of Units. The Units of each

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series will be charged with all expenses, costs, charges and reserves attributable to such series of Units, and will not be charged with any expenses, costs, charges or reserves attributable to any other series of Units or the assets of such other series of Units. The general partner’s determination of which debts, liabilities and obligations, and which expenses, costs, charges and reserves, are attributable to each series of Units will be conclusive and binding on the limited partners of all series for all purposes. Any person extending credit to, contracting with or otherwise having a claim against any series of Units may look only to the assets of that series to satisfy any such obligation or claim, and not against the assets of the Partnership generally or the assets of any other series. Any general liabilities, expenses, costs, charges or reserves of the Partnership that are not readily identifiable as belonging to any particular series of Units will be allocated and charged by the Partnership to and among one or more of the series in such manner and on such basis as the general partner, in its sole discretion, deems fair and equitable, which allocation will be conclusive and binding on the limited partners of all series for all purposes.

     Distributions to Limited Partners of Each Series. From and after the Establishment Date, all distributions to limited partners (including distributions comprised of distributable cash from operations and surplus funds and distributions upon termination and dissolution of the Partnership) will be determined on a series by series basis in accordance with the criteria set forth above under “Series A Units,” “Series B Units” and “Series C Units.”

     Capital Accounts for Each Series. On the Establishment Date, for each series of Units, a separate capital account was established on the books of the Partnership for each limited partner who holds Units of such series, which initially consists of that portion of such limited partner’s existing capital account that relates to the assets of such series. Thereafter, the capital account of each limited partner who holds any series of Units will be adjusted in the manner set forth in the Partnership Agreement, but on a series by series basis, with respect to (i) capital contributions relating to such series, (ii) that portion of the Partnership’s net profits and net losses allocated to such series, and (iii) distributions paid in respect of such series of Units.

     Separate Books and Records. Separate and distinct books and records will be maintained for each series of Units, and the assets and liabilities associated with a particular series of Units will be held and accounted for separately from the other assets and liabilities of the Partnership and other series of Units. The Partnership will prepare, and provide to limited partners (to the extent not included in the Partnership’s filings with the Securities and Exchange Commission), quarterly financial reports (which need not be audited) for each series of Units.

     Transfers of Series Units. Each series of Units will be transferable separate and apart from each other series of Units. A minimum of five (5) Units of any particular series may be transferred, except for IRA or Keogh plans, and except for transfers by gift or inheritance, intrafamily transfers, family dissolutions and transfer to affiliates.

     Voting & Approval Rights. If any term or provision of the Partnership Agreement requires the vote, consent or approval of limited partners holding a majority of the Units, such term or provision will be deemed to require the vote, consent or approval of limited partners holding a majority of outstanding Units of each series, except with respect to any matter or action relating to a particular series or its assets, which will require only the vote, consent or approval of limited partners holding a majority of the outstanding Units of such series. Meetings of the limited partners to vote upon any matters on which the limited partners are authorized to take action under the Partnership Agreement may be called at any time by the general partner or (i) in the case of any matter that is subject to the vote, consent or approval of limited partners holding a majority of outstanding Units of each series, by one or more limited partners holding more than 10% of the outstanding Units of each series, or (ii) in the case of any matter that is subject to the vote, consent or approval only of limited partners holding a majority of outstanding Units of a particular series, by one or more limited partners holding more than 10% of the outstanding Units of such series, in either case, by delivering written notice, either in person or by registered mail, of such call to the general partner.

     Repurchase of Units. From and after the Establishment Date, a repurchase of Units of any series may be effected pursuant to Article VI of the Partnership Agreement with net asset value calculated separately for each series of Units in accordance with the criteria set forth above under “Series A Units,” “Series B Units” and “Series C Units.”

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     Tax Treatment. For United States federal income tax purposes, each series of Units will represent a separate and distinct entity treated as a partnership.

     Termination of a Series. Any series of Units may be terminated only upon (i) the termination and dissolution of the Partnership, (ii) the vote or written consent of limited partners holding a majority of the outstanding Units of such series, or (iii) the sale or other disposition of all or substantially all of the assets of such series. Upon termination of a series, the general partner will proceed to wind up the affairs of such series, and the Partnership will not carry on any business in respect of such series except for the purpose of winding up its affairs.

ITEM 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     The information set forth under Item 3.03 of this report is incorporated herein by reference.

ITEM 8.01. Other Events.

     On April 25, 2008, Consolidated Capital Institutional Properties, a California limited 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.

ITEM 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

Exhibit Number	Description
3.1	Certificate of Limited Partnership of Consolidated Capital Institutional Properties, LP, dated March 19, 2008.
3.2	Amendment to Certificate of Limited Partnership of Consolidated Capital Institutional Properties, LP, dated as of April 30, 2008.
3.3	Fifth Amendment to the Limited Partnership Agreement of Consolidated Capital Institutional Properties, LP, dated as of March 19, 2008.
3.4	Sixth Amendment to the Limited Partnership Agreement of Consolidated Capital Institutional Properties, LP, dated as of April 30, 2008.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
Date: May 1, 2008	By:	CONCAP EQUITIES, INC. General Partner
	By:	/s/ Brian J. Bornhorst
		Brian J. Bornhorst
		Vice President

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Certificate of Limited Partnership of Consolidated Capital Institutional Properties, LP, dated March 19, 2008.
3.2	Amendment to Certificate of Limited Partnership of Consolidated Capital Institutional Properties, LP, dated as of April 30, 2008.
3.3	Fifth Amendment to the Limited Partnership Agreement of Consolidated Capital Institutional Properties, LP, dated as of March 19, 2008.
3.4	Sixth Amendment to the Limited Partnership Agreement of Consolidated Capital Institutional Properties, LP, dated as of April 30, 2008.

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EX-3.1

EXHIBIT 3.1

CERTIFICATE OF LIMITED PARTNERSHIP
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

          The undersigned, being the only general partner of Consolidated Capital Institutional Properties, LP, and desiring to form a limited partnership pursuant to the laws of the State of Delaware certifies as follows:

          1. The name of the Limited Partnership is Consolidated Capital Institutional Properties, LP (the “Partnership”).

          2. The address of the Partnership’s registered office in the State of Delaware is 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808.

          3. The name and address of the Partnership’s registered agent is Corporation Service Company, 2711 Centerville Road, Suite 400,Wilmington, Delaware 19808.

          4. The name and address of the Partnership’s General Partner is ConCap Equities, Inc., 55 Beattie Place, PO Box 1089, Greenville, South Carolina 29602.

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
By:	CONCAP EQUITIES, INC
	General Partner
By:	/s/ Derek McCandless
	Name:	Derek McCandless
	Title:	Senior Vice President

Dated: March 19, 2008

EX-3.2

EXHIBIT 3.2

AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

          The undersigned, being the only general partner of Consolidated Capital Institutional Properties, LP (the “Partnership”), and desiring to amend the Certificate of Limited Partnership of the Partnership under Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, hereby makes and executes the following Certificate of Amendment.

          The original Certificate of Limited Partnership (the “Certificate”) was filed with the Office of the Secretary of State of Delaware on March 19, 2008. The Certificate is hereby amended and supplemented by adding the following paragraph:

          5. The limited partnership interests of the Partnership may consist of an unlimited number of series of limited partnership interests. Each series of interests shall have separate rights, powers and duties with respect to the property and obligations of the Partnership and profits and losses associated with such property and obligations. The Partnership shall maintain separate and distinct records for each series and, pursuant to Section 17-218 of the Delaware Revised Uniform Limited Partnership Act, the debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series or a general partner of such series, and not against the assets of any other series or the Partnership generally.

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP
By:	CONCAP EQUITIES, INC.
	General Partner
By:	/s/ Brian J. Bornhorst
	Brian J. Bornhorst
	Vice President

Dated: April 30, 2008

EX-3.3

EXHIBIT 3.3

FIFTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

          This FIFTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of March 19, 2008 (this “Amendment”), is by and among ConCap Equities, Inc., a Delaware corporation (the “General Partner”), and the Limited Partners. All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

          WHEREAS, Consolidated Capital Institutional Properties, a California limited partnership (the “California Partnership”), and Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Delaware Partnership”), are parties to an Agreement and Plan of Merger, dated as of March 19, 2008 (the “Merger Agreement”);

          WHEREAS, pursuant to the Merger Agreement, the California Partnership will be merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity;

          WHEREAS, pursuant to the Merger Agreement, at the effective time of the merger, the Limited Partnership Agreement of Consolidated Capital Institutional Properties, dated as of April 28, 1981, as amended immediately prior to the effective time of the merger (the “Partnership Agreement”), and as further amended by this Amendment, will become the partnership agreement of the Delaware Partnership; and

          WHEREAS, the merger will be effected upon the approval or consent of (i) the general partner of both the California Partnership and the Delaware Partnership, and (ii) a majority in interest of each class of limited partners of both the California Partnership and the Delaware Partnership.

          NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1. Amendments to the Partnership Agreement. At the effective time of the Merger, the Partnership Agreement shall be amended as follows:

(a)

Section 1.01 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

“1.01 Formation and Agreement of Limited Partnership. Consolidated Capital Institutional Properties was originally formed as a limited partnership (the “California Partnership”) pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of April 28, 1981. Pursuant to an Agreement and Plan of Merger, dated as of March 19, 2008, by and between the California Partnership and Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Delaware Partnership”), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the “Surviving Entity”) in the merger (the “Merger”). At the effective time of the Merger (the “Effective Time”), the Merger had the effect provided by applicable law, and the following consequences: (a) the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the “Agreement”); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole General

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	Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equivalent to the interest such limited partner had in the California Partnership immediately prior to the Effective Time; (f) the interest of each limited partner in the Delaware Partnership immediately prior to the Effective Time was cancelled. References herein to the “Partnership” are to the California Partnership prior to the Merger and to the Delaware Partnership, as the Surviving Entity in the Merger, from and after the Effective Time.”
(b)	Section 1.02 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“1.02 Name and Principal Place of Business. The name of the Partnership is “Consolidated Capital Institutional Properties, LP” and its principal place of business shall be 55 Beattie Place, P.O. Box 1089, Greenville, South Carolina 29602 and thereafter such other place or places as the General Partners may from time to time determine.”
(c)	Section 1.04(q) of the Partnership Agreement is hereby deleted.
(d)	Section 4.02(g) of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“(g) Filing of Reports. The Partnership will file with any appropriate federal or state regulatory agency requiring the same a copy of each report made pursuant to subdivisions (a), (b), (c) and (d) of this Section 4.02, concurrently with its transmittal to the Limited Partners.”
(e)	Section 5.04(a) of the Partnership Agreement is hereby deleted.
(f)	The last sentence of Article XVIII of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:
	“This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and, unless expressly or by necessary implication contravened by any provision hereof, the provisions of the Delaware Revised Uniform Limited Partnership Act shall apply.”
(g)	The Partnership Agreement is hereby amended by the addition of a new Article XXI, which will read in its entirety as follows:

“XXI. SERIES OF LIMITED PARTNERSHIP INTERESTS

     Notwithstanding any other provision of this Agreement, the General Partner is hereby authorized to amend the Partnership’s Certificate of Limited Partnership and this Agreement at any time, and from time to time, as it determines, in its sole discretion, may be necessary or desirable 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, in accordance with Section 17-218 of the Delaware Revised Uniform Limited Partnership Act. Without limitation of the foregoing, the General Partner shall be authorized to adopt amendments that would provide for any or all of the following:

• All income, earnings, profits and proceeds from the series property, including any proceeds derived from the refinancing, sale or other disposition of such property, and any funds or payments derived from any reinvestment of such proceeds, would be allocated solely to such series for all purposes, and would be so recorded upon the books of account of the Partnership.

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• Separate and distinct books and records would be maintained for each series, and the assets and liabilities associated with a particular series would be held and accounted for separately from the other assets of the Partnership and other series.

• If there are any assets, income, earnings, profits, proceeds, funds or payments that are not readily identifiable as belonging to any particular series, the General Partner would allocate them among any one or more of the series in such manner and on such basis as the General Partner, in its sole discretion, deems fair and equitable, which determination would be conclusive and binding on the Limited Partners of all series for all purposes.

• The assets belonging to a particular series would be charged solely with the liabilities of the Partnership in respect of such series and all expenses, costs, charges and reserves attributable to such series. Any general liabilities, expenses, costs, charges or reserves of the Partnership that are not readily identifiable as belonging to any particular series would be allocated and charged by the Partnership to and among one or more of the series in such manner and on such basis as the General Partner, in its sole discretion, deems fair and equitable, which allocation would be conclusive and binding on the Limited Partners of all series for all purposes.

• No limited partner of any series will have any claim on or any right to any assets allocated to or belonging to any other series.

• At the time a series of limited partnership interest is established, a separate capital account would be established on the books of each series for each Limited Partner which would initially consist of that portion of such Limited Partner’s existing capital account that relates to the series property. Thereafter, the capital account of each Limited Partner in that series would be adjusted in the manner set forth in the Agreement, but only with respect to (i) capital contributions to such series, (ii) allocations of profit and loss relating to the series, and (iii) distributions paid in respect of such series.”

2. Miscellaneous.

(a)	Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.
(b)	Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
(c)	Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

[Reminder of page intentionally left blank.]

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          IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set forth above.

CONCAP EQUITIES, INC., a Delaware corporation
By:	/s/ Brian Bornhorst
	Name:	Brian Bornhorst
	Title:	Vice President

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EX-3.4

EXHIBIT 3.4

SIXTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

          This SIXTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP, dated as of April 30, 2008 (this “Amendment”), is made by ConCap Equities, Inc., a Delaware corporation (the “General Partner”). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

          WHEREAS, Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Partnership”), is governed pursuant to the terms of that certain Limited Partnership Agreement of Consolidated Capital Institutional Properties, dated as of April 28, 1981, as amended to date (the “Partnership Agreement” and, as amended by this Amendment, the “Agreement”);

          WHEREAS, pursuant to Article XXI of the Partnership Agreement, the General Partner is authorized to amend the Partnership Agreement as it determines may be necessary or desirable 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, in accordance with Section 17-218 of the Delaware Revised Uniform Limited Partnership Act; and

          WHEREAS, the General Partner has determined that the Partnership’s existing limited partnership interests should be converted into three separate series of limited partnership interests that have separate rights with respect to (i) the Partnership’s membership interest in CCIP Knolls, L.L.C., which owns the Knolls Apartments, (ii) the Partnership’s membership interest in CCIP Society Park East, L.L.C., which owns the Dunes Apartments, and (iii) the Partnership’s interests in all other limited partnerships and limited liability companies.

          NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1. Amendments to the Partnership Agreement. The Partnership Agreement is hereby amended by the addition of a new Article XXII, which will read in its entirety as follows:

XXII. DESIGNATION OF SERIES OF LIMITED PARTNERSHIP INTERESTS

22.01 Designation of Series; Conversion of Existing Units. There is hereby established three series of Units of limited partnership interest in the Partnership, designated as “Series A Units,” “Series B Units” and “Series C Units.” Each series of Units shall entitle the holder thereof to the respective rights set forth in this Article XXII. Effective as of the close of business on April 30, 2008 (the “Establishment Date”), without any further action by the General Partner or any Limited Partner, each then outstanding Unit of limited partnership interest in the Partnership shall automatically be converted into one Series A Unit, one Series B Unit and one Series C Unit.

22.02 Series A Units. From and after the Establishment Date, the following assets shall be allocated solely to the Series A Units for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s interests in any entity in which the Partnership owns an interest, other than the Series B Subsidiary (as defined below) and the Series C Subsidiary (as defined below), (ii) all consideration received by the Partnership from the issuance or sale of any Series A Units, or from any additional capital contributions relating to the Series A Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such

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proceeds. No Limited Partners, other than Limited Partners who hold Series A Units, shall have any claim on or any right to any assets allocated solely to the Series A Units.

22.03 Series B Units. From and after the Establishment Date, the following assets shall be allocated solely to the Series B Units for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s membership interest in CCIP Knolls, L.L.C., a Delaware limited liability company (the “Series B Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series B Units, or from any additional capital contributions relating to the Series B Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No Limited Partners, other than Limited Partners who hold Series B Units, shall have any claim on or any right to any assets allocated solely to the Series B Units.

22.04 Series C Units. From and after the Establishment Date, the following assets shall be allocated solely to the Series C Units for all purposes, and shall be so recorded upon the books of account of the Partnership: (i) all of the Partnership’s membership interest in CCIP Society Park East, L.L.C., a Delaware limited liability company (the “Series C Subsidiary”), (ii) all consideration received by the Partnership from the issuance or sale of any Series C Units, or from any additional capital contributions relating to the Series C Units, and all assets in which such consideration is invested, and (iii) all interest, dividends, distributions, income, earnings, profits, gains and proceeds from any assets described in the foregoing clauses (i) and (ii), including any proceeds derived from the refinancing, sale or other disposition of such assets, and any funds or payments derived from any reinvestment of such proceeds. No Limited Partners, other than Limited Partners who hold Series C Units, shall have any claim on or any right to any assets allocated solely to the Series C Units.

22.05 Allocation of Certain Assets and Income. If there are any assets, income, earnings, profits, proceeds, funds or payments that are not readily identifiable as belonging to any particular series of Units, the General Partner shall allocate them among any one or more of the series in such manner and on such basis as the General Partner, in its sole discretion, deems fair and equitable, which determination shall be conclusive and binding on the Limited Partners of all series for all purposes.

22.06 Liabilities and Expenses of Each Series. The debts, liabilities and obligations incurred, contracted for or otherwise existing with respect to each series of Units shall be enforceable only against the assets allocated to such series of Units, and not against the Partnership generally or the assets of any other series of Units. The Units of each series shall be charged with all expenses, costs, charges and reserves attributable to such series of Units, and shall not be charged with any expenses, costs, charges or reserves attributable to any other series of Units or the assets of such other series of Units. The General Partner’s determination of which debts, liabilities and obligations, and which expenses, costs, charges and reserves, are attributable to each series of Units shall be conclusive and binding on the Limited Partners of all series for all purposes. Any Person extending credit to, contracting with or otherwise having a claim against any series of Units may look only to the assets of that series to satisfy any such obligation or claim, and not against the assets of the Partnership generally or the assets of any other series. Any general liabilities, expenses, costs, charges or reserves of the Partnership that are not readily identifiable as belonging to any particular series of Units shall be allocated and charged by the Partnership to and among one or more of the series in such manner and on such basis as the General Partner, in its sole discretion, deems fair and equitable, which allocation shall be conclusive and binding on the Limited Partners of all series for all purposes.

22.07 Distributions to Limited Partners of Each Series. From and after the Establishment Date, all distributions to Limited Partners (including distributions comprised of Distributable Cash from Operations and Surplus Funds and distributions upon termination and dissolution of the

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Partnership) shall be determined on a series by series basis in accordance with the criteria set forth in Sections 22.02, 22.03 and 22.04.

22.08 Capital Accounts for Each Series. On the Establishment Date, for each series of Units, a separate capital account shall be established on the books of the Partnership for each Limited Partner who holds Units of such series, which shall initially consist of that portion of such Limited Partner’s existing capital account that relates to the assets of such series. Thereafter, the capital account of each Limited Partner who holds any series of Units shall be adjusted in the manner set forth in the Agreement, but on a series by series basis, with respect to (i) capital contributions relating to such series, (ii) that portion of the Partnership’s Net Profits and Net Losses allocated to such series, and (iii) distributions paid in respect of such series of Units.

22.09 Separate Books and Records. Separate and distinct books and records shall be maintained for each series of Units, and the assets and liabilities associated with a particular series of Units shall be held and accounted for separately from the other assets and liabilities of the Partnership and other series of Units. The Partnership shall prepare, and provide to Limited Partners (to the extent not included in the Partnership’s filings with the Securities and Exchange Commission), quarterly financial reports (which need not be audited) for each series of Units.

22.10 Transfers of Series Units. Each series of Units shall be transferable separate and apart from each other series of Units. Notwithstanding Section 5.01 of the Agreement, a minimum of five (5) Units of any particular series may be transferred, except for IRA or Keogh plans, and except for transfers by gift or inheritance, intrafamily transfers, family dissolutions and transfer to affiliates.

22.11 Voting & Approval Rights. If any term or provision of the Agreement requires the vote, consent or approval of Limited Partners holding a majority of the Units, such term or provision shall be deemed to require the vote, consent or approval of Limited Partners holding a majority of outstanding Units of each series, except with respect to any matter or action relating to a particular series or its assets, which shall require only the vote, consent or approval of Limited Partners holding a majority of the outstanding Units of such series. Notwithstanding Article XIV of the Agreement, meetings of the Limited Partners to vote upon any matters on which the Limited Partners are authorized to take action under this Agreement may be called at any time by the General Partner or (i) in the case of any matter that is subject to the vote, consent or approval of Limited Partners holding a majority of outstanding Units of each series, by one or more Limited Partners holding more than 10% of the outstanding Units of each series, or (ii) in the case of any matter that is subject to the vote, consent or approval only of Limited Partners holding a majority of outstanding Units of a particular series, by one or more Limited Partners holding more than 10% of the outstanding Units of such series, in either case, by delivering written notice, either in person or by registered mail, of such call to the General Partner.

22.12 Repurchase of Units. From and after the Establishment Date, a repurchase of Units of any series may be effected pursuant to Article VI of the Agreement with Net Asset Value calculated separately for each series of Units in accordance with the criteria set forth in this Article XXII.

22.13 Tax Treatment. For United States federal income tax purposes, each series of Units shall represent a separate and distinct entity treated as a partnership.

22.14 Termination of a Series. Any series of Units may be terminated only upon (i) the termination and dissolution of the Partnership, (ii) the vote or written consent of Limited Partners holding a majority of the outstanding Units of such series, or (iii) the sale or other disposition of all or substantially all of the assets of such series. Upon termination of a series, the General Partner shall proceed to wind up the affairs of such series, and the Partnership shall not carry on any business in respect of such series except for the purpose of winding up its affairs.

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2. Miscellaneous.

(a)	Effect of Amendment. In the event of any conflict or inconsistency between the terms of the Partnership Agreement and the terms of this Amendment, the terms of this Amendment shall prevail, and any conflicting or inconsistent provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.
(b)	Ratification. Except as otherwise expressly modified hereby, the Partnership Agreement shall remain in full force and effect, and all of the terms and provisions of the Partnership Agreement, as herein modified, are hereby ratified and reaffirmed.
(c)	Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ITS PRINCIPLES OF CONFLICTS OF LAW.

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          IN WITNESS WHEREOF, the General Partner has executed this Amendment as of the date first set forth above.

CONCAP EQUITIES, INC., a Delaware corporation
By:	/s/ Brian J. Bornhorst
	Brian J. Bornhorst
	Vice President

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