8-A12G

As filed with the Securities and Exchange Commission on May 1, 2008

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

(Exact name of Registrant as Specified in its Charter)

Delaware	94-2744492
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)

55 Beattie Place
P.O. Box 1089
Greenville, South Carolina	29602
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered Name of each exchange on which each class is to be registered

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. [ ] If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. [X]

Securities Act registration statement file number to which this form relates:

Securities to be registered pursuant to Section 12(g) of the Act:

Series A Units of Limited Partnership Interest
Series B Units of Limited Partnership Interest
Series C Units of Limited Partnership Interest

(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

     This Registration Statement relates to Series A Units of limited partnership interest, Series B Units of limited partnership interest and Series C Units of limited partnership interest of Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “Registrant”). A description of the securities to be registered hereunder is set forth under Item 3.03 of the Registrant’s Current Report on Form 8-K, dated April 30, 2008 (filed on May 1, 2008), and such, description is incorporated herein by reference.

Item 2. Exhibits.

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 (filed on May 1, 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 (filed on May 1, 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.
3.5	Second Amendment to the Limited Partnership Agreement of Registrant, dated October 23, 1990.
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 (filed on May 1, 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 (filed on May 1, 2008)).

SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.

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

Date: May 1, 2008

Exhibit Index

Exhibit No.	Description
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 (filed on May 1, 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 (filed on May 1, 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.
3.5	Second Amendment to the Limited Partnership Agreement of Registrant, dated October 23, 1990.
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 (filed on May 1, 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 (filed on May 1, 2008)).

EX-3.4

EXHIBIT 3.4

     FIRST AMENDMENT TO THE

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES

LIMITED PARTNERSHIP AGREEMENT

          The Limited Partnership Agreement of Consolidated Capital Institutional Properties is hereby amended as follows:

          1. Section 1.04 Definitions is amended as follows:

     (a) By deleting the present definition (e) “Corporate General Partners” as it currently exists and inserting in lieu thereof the following as a new definition:

     “(e) “Corporate General Partner” shall mean Consolidated Capital Equities Corporation.”

     (b) By deleting the current definition (j) “General Partners” and inserting in lieu thereof the following as a new definition (j):

     “(j) “General Partner” shall mean the “Corporate General Partner.”

     (c) By deleting the present definition (k) “Individual General Partner” in its entirety.

          2. The Agreement is amended throughout as follows:

     (a) By deleting the term “Corporate General Partners” wherever it appears and inserting in lieu thereof the term “Corporate General Partner”;

     (b) By deleting the term “Individual General Partner” wherever it appears; and

     (c) By deleting the term “General Partners” wherever it appears and inserting in lieu thereof the term “General Partner”.

          3. Section 2.04 Compensation of General Partner and Affiliates is amended to add the following as a last paragraph thereof:

     “Notwithstanding any other provision of this section to the contrary, the General Partner and/or such of the General Partner’s affiliates

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which it designates shall be entitled to receive (as an expense of the partnership) all of the fees, commissions, payments, allocations (including the 1% allocation of Net Profits and Net Losses and 1% of distributions of distributable cash flow from operations) and any other compensation referred to in this Partnership Agreement (or any collateral agreement) including, but not limited to, Section 2.04 as determined by the General Partner in the General Partner’s sole and absolute discretion.

          4. The Limited Partnership Agreement of the Partnership is hereby amended in all other respects, if any, necessary to conform with the amendments set forth in this First Amendment to the Limited Partnership Agreement and, in the event any conflict or apparent conflict between any of the provisions of the Limited Partnership Agreement as amended by this Amendment, such conflicting provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment.

          5. Except as amended by the foregoing, the Limited Partnership Agreement shall remain in full force and effect.

General Partners:

CONSOLIDATED CAPITAL EQUITIES CORPORATION, a Colorado Corporation

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EX-3.5

EXHIBIT 3.5

SECOND AMENDMENT

TO THE

LIMITED PARTNERSHIP AGREEMENT

OF

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES

     THIS SECOND AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES (the “Amendment”) is entered into as of the 23rd day of October, 1990, by and among Consolidated Capital Equities Corporation, a Colorado corporation (“CCEC”), ConCap Equities, Inc., a Delaware corporation (“ConCap”), and the Limited Partners (herein so called).

     WHEREAS, CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, a California limited partnership (the “Partnership”), exists pursuant to that certain LIMITED PARTNERSHIP AGREEMENT dated as of April 28, 1981, as amended by that certain First Amendment to the Limited Partnership Agreement dated as of July 11, 1985 (as amended, the “Partnership Agreement”); unless otherwise defined herein, terms used herein with their initial letters capitalized shall have the same meanings given such terms in the Partnership Agreement;

     WHEREAS, pursuant to an Information Statement and Solicitation of Limited Partners dated August 10, 1990, CCEC has obtained consents of the requisite percentage-in-interest of the Limited Partners (i.e., Limited Partners holding greater than fifty percent (50%) of the Units) necessary for CCEC to assume the Partnership Agreement pursuant to Section 365 of the United States Bankruptcy Code and to assign its partnership interest to ConCap, to elect ConCap as a successor General Partner to continue the Partnership business, and to amend the Partnership Agreement, as set forth herein; and

     WHEREAS, the parties desire to amend the Partnership Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the premises, the agreements of the parties herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and confessed, the parties hereby agree as follows:

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     1.  Gene E. Phillips and William S. Friedman are hereby removed as individual General Partners of the Partnership.

     2. The interest of CCEC as a General Partner of the Partnership has been assigned and transferred to ConCap. ConCap has been elected as a General Partner of the Partnership by Limited Partners holding a majority of the Units to continue the Partnership business. ConCap has succeeded to all rights, titles and interests in the Partnership formerly held by CCEC, and from and after the date hereof, ConCap shall be the sole Corporate General Partner and the sole managing General Partner of the Partnership.

     3. All references contained in the Partnership Agreement to CCEC as a General Partner of the Partnership are hereby amended to reflect the assignment and transfer to ConCap and the election by the Limited Partners of ConCap as the sole managing General Partner of the Partnership. To the extent not inconsistent with the foregoing, ConCap shall also be the sole Corporate General Partner of the Partnership.

     4. The address of ConCap, the sole managing General Partner of the Partnership, is as follows: 5520 LBJ Freeway, Suite 500, Dallas, Texas 75240.

     5. The principal place of business of the Partnership has been changed to the following address:

c/o ConCap Equities, Inc.
5520 LBJ Freeway
Suite 500
Dallas, Texas 75240.

     6. The following Section 8.06 is hereby added to the Partnership Agreement:

     “8.06 Change of Control of Corporate General Partner. Prior to October 23, 1995 (the “Restriction Period”), no change of control of the Corporate General Partner may occur unless approved in advance by Limited Partners holding at least fifty-one percent (51%) of the Units. For purposes hereof, a change of control of the Corporate General Partner shall mean the transfer, sale, assignment, pledge or other disposition in any transaction or transactions, whether directly or indirectly (including, but not limited to, any of the foregoing indirectly occurring as the result of any transfer, sale, assignment, pledge or other disposition of the capital stock or other ownership interest in any

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entity owning capital stock of the Corporate General Partner), considered cumulatively during the Restriction Period, of more than fifty-one percent (51%) of the outstanding capital stock of the Corporate General Partner; provided, however, that the foregoing shall not prohibit or require approval for the transfer, sale, assignment, pledge or other disposition at any time of any capital stock of the Corporate General Partner to (i) any corporation or partnership acquiring all the assets of the Corporate General Partner having substantially the same beneficial owners as the Corporate General Partner as of October 23, 1990, (ii) any affiliate of the Corporate General Partner as of October 23, 1990, (iii) any shareholder of the Corporate General Partner as of October 23, 1990, or (iv) any member of the immediate family of any person who was a shareholder of the Corporate General Partner as of October 23, 1990, or any trust formed for the benefit of such immediate family member.”

     7. The Partnership Agreement is hereby amended in all other respects, if any, necessary to conform with the amendments set forth in this Amendment. In the event any conflict or apparent conflict between any of the provisions of the Partnership Agreement as amended by this Amendment, such conflicting provisions shall be reconciled and construed to give effect to the terms and intent of this Amendment. Except as amended hereby, the Partnership Agreement shall continue, unmodified, and in full force and effect.

     8. This Amendment shall be governed in accordance with the laws of the State of California.

     9. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which shall constitute one document.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above.

“CCEC”:
CONSOLIDATED CAPITAL EQUITIES CORPORATION, a Colorado corporation
By:	/s/ John A. Doyle
	John A. Doyle, President

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“CONCAP”:
CONCAP EQUITIES, INC.,
a Delaware corporation
By:	/s/ C. Jay Barlow
	C. Jay Barlow, Vice President
“THE LIMITED PARTNERS”:
By:	/s/ John A. Doyle
John A. Doyle, the President of Consolidated Capital Equities Corporation, agent and attorney-in-fact for each Limited Partner of the Partnership

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