CORRESP 1 filename1.txt CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2 55 Beattie Place, P.O. Box 1089 Greenville, SC 29602 June 21, 2005 Correspondence Filing Via Edgar and Overnight Delivery United States Securities and Exchange Commission Division of Corporation Finance Mail Stop 4561 450 Fifth Street, NW Washington, D.C. 20549 Attn: Mr. Robert F. Telewicz, Jr. Re: Consolidated Capital Institutional Properties/2 Item 4.02 Form 8-K filed May 26, 2005 File No. 000-11723 Ladies and Gentlemen: This letter responds to the comments of the staff of the Securities and Exchange Commission (the "Staff") addressed to Consolidated Capital Institutional Properties/2, a California limited partnership (the "Partnership"), in a letter dated June 14, 2005. The Partnership's response to the Staff's comments are set forth below and are numbered to correspond to the numbering of the Staff's comments in the Staff's letter. * * * * * Form 8-K 1. Comment: We note that you intend to file restated financial statements. However, you have not indicated when you intend to do so. Please tell us when you intend to file restated financial statements. We may have further comment after you file the restated financial statements. Response: The Partnership intends to file restated financial statements in an amended Form 10-KSB/A by July 1, 2005. 2. Comment: Please tell us if your certifying officers have reconsidered the effect on the adequacy of your disclosure controls and procedures as of the end of the period covered by your Form 10-KSB for the period ended December 31, 2004 in light of the material error you have disclosed. Response: The certifying officers of the Partnership's general partner have reevaluated the adequacy of the Partnership's disclosure controls and procedures in light of the material error that was disclosed. The certifying officers have improved the Partnership's disclosure controls and procedures that were in place for the period ended December 31, 2004 to ensure that transactions such as the transaction at issue are properly recorded at inception. Actions taken include improving the education of accounting personnel to ensure that all relevant personnel understand and apply the appropriate accounting treatment, as well as improving the Partnership's accounting review procedures. Such information will be disclosed in the Partnership's restated financial statements. * * * * * As requested by the Staff, the Partnership acknowledges that: (a) the Partnership is responsible for the adequacy and accuracy of the disclosure in its filings; (b) Staff comments or changes to disclosure in response to Staff comments in the filings reviewed by the Staff do not foreclose the Commission from taking any action with respect to the filings; and (c) the Partnership may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. If you have further questions regarding the information provided, please contact the undersigned or Stephen Waters. Mr. Waters can be reached directly at (864) 239-1554 or by fax at (864) 239-5824. Sincerely, /s/ Martha L. Long Martha L. Long Senior Vice President ConCap Equities, Inc., the general partner of Consolidated Capital Institutional Properties/2