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) July 20, 2010

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

(Exact name of Registrant as specified in its charter)

Delaware	0-11723	94-2883067
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification Number)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

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

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

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

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

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

Item 1.01 Entry Into a Material Definitive Agreement

Consolidated Capital Institutional Properties/2, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company (the “Company”).   The Company owns Glenbridge Manor Apartments (“Glenbridge”), a 274-unit apartment complex located in Cincinnati, Ohio.  As previously disclosed, on July 12, 2010, the Company entered into an Agreement for Purchase and Sale with a third party, JRK Birchmont Advisors, LLC, a Delaware limited liability company (the “Purchaser”), to sell Glenbridge to the Purchaser for a total sales price of $26,500,000.

As previously disclosed, on July 15, 2010, the Company and the Purchaser entered into a First Amendment to the Agreement for Purchase and Sale, pursuant to which the feasibility period was extended from July 16, 2010 to July 20, 2010.

On July 20, 2010, the Company and the Purchaser entered into a Second Amendment to Agreement for Purchase and Sale (the “Second Amendment”), pursuant to which the sales price was reduced to $26,200,000 and the remainder of the feasibility period was waived.

This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01   Financial Statements and Exhibits

(d)   Exhibit

10.46       Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 20, 2010.*

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.

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 hereunto duly authorized.

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

By:   Concap Equities Inc.

General Partner

By:   /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date:  July 23, 2010

EX-10.46

Exhibit 10.46

SECOND AMENDMENT

TO

AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS

THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE AND JOINT ESCROW INSTRUCTIONS (this “Amendment”) is made and entered into as of the 20th day of July, 2010, by and between CCIP/2 VILLAGE BROOKE, L.L.C., a Delaware limited liability company (“Seller”), and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company (“Purchaser”).

RECITALS

A.        Seller and Purchaser are parties to that certain Agreement for Purchase and Sale and Joint Escrow Instructions dated July 12, 2010 (as amended, the “Agreement”), pertaining to the purchase and sale of certain real property located in Hamilton County, Ohio, commonly known as the Glenbridge Manors Apartments and more particularly described on Exhibit A to the Agreement (the “Property”).

B.         Seller and Purchaser intend to modify the Agreement in certain respects, as more particularly set forth hereinafter.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree as follows:

1.Capitalized Terms.  All capitalized terms and phrases used herein but not otherwise defined shall have the same meanings given to them in the Agreement. 

2.Purchase Price Reduction.  Section 2.2 of the Agreement is hereby amended to provide that the Purchase Price shall be $26,200,000.00.

3.Expiration of Feasibility Period.  By its execution hereof, Purchaser hereby waives the remainder of the Feasibility Period and its right to terminate the Agreement pursuant to Section 3.2 of the Agreement.

4.Acknowledgement, Waiver and Indemnity Regarding Retaining Walls.  A new Section 3.7 is hereby added to the Agreement as follows:

3.7       Retaining Walls. 

(a)        Purchaser hereby acknowledges that Seller has fully disclosed to Purchaser the condition of the retaining walls at the Property and provided Purchaser the opportunity to inspect the same.  Seller makes no representations or warranties to Purchaser regarding the condition or construction of such retaining walls. 

(b)        Purchaser hereby waives any claim or cause of action that it may have now or in the future against Seller or any of Seller’s Indemnified Parties relating to the existence or condition of the retaining walls on the Property.  In addition, Purchaser agrees to indemnify, hold harmless and, if requested by Seller (in Seller’s sole discretion), defend (with counsel approved by Seller) Seller and Seller’s Indemnified Parties from and against any Losses arising from or related to such retaining walls. 

(c)        At Closing, Seller agrees to (i) assign to Purchaser all rights of Seller to assert any rights or claims against any third parties regarding such retaining walls, to the extent such rights or claims exist, and (ii) deliver to Purchaser all plans, specifications and drawings pertaining to such retaining walls that are in Seller’s possession (to the extent Seller has the right to transfer or deliver the same). 

(d)        The provisions of this Section 3.7 shall survive Closing.

5.Counterparts.  This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same Amendment.  It shall not be necessary that each party execute each counterpart, or that any one counterpart be executed by more than one party, so long as each party executes at least one counterpart.

6.Ratification.  Except as expressly set forth in this Amendment, all other terms and conditions of the Agreement shall remain unmodified, the same being ratified, confirmed and republished hereby.

7.Governing Law.  This Amendment shall be governed by and construed in accordance with the laws of the State of Ohio.

NOW, THEREFORE, the parties hereto have executed this Amendment as of the date first set forth above.

Seller:

CCIP/2 VILLAGE BROOKE, L.L.C.,

a Delaware limited liability company

By:       CONSOLIDATED CAPITAL INSTITUTIONAL             PROPERTIES/2, LP SERIES A,

a Delaware limited partnership,

its member

By:       CONCAP EQUITIES, INC.,

a Delaware corporation,

its general partner

            By:  /s/John Spiegleman

            Name:  John Spiegelman

            Title:  Senior Vice President

[SIGNATURES CONTINUED ON NEXT PAGE]

Purchaser:

JRK BIRCHMONT ADVISORS LLC,
a Delaware limited liability company

By:   JRK Birchmont Capital Partners LLC,
a California limited liability company,
its Managing Member

By:   JRK Property Holdings, Inc.,
a California corporation,
its Manager

By:  /s/Robert Lee

Name:  Robert Lee

Title:  Vice President