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) January 19, 2010

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP

(Exact name of Registrant as specified in its charter)

Delaware	0-14187	94-2940208
(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/3, LP, a Delaware limited partnership (the “Registrant”), owns a 100% interest in CCIP/3 Sandpiper, LLC, a Delaware limited liability company (the “Company”), which owns Sienna Bay Apartments (“Sienna Bay”), a 276-unit apartment complex located in St. Petersburg, Florida. As previously disclosed, on August 14, 2009 (the “Effective Date”), the Company entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, DT Group Development, Inc., a California corporation (the “Purchaser”), to sell Sienna Bay to the Purchaser for a total sales price of $16,850,000. The Purchaser also entered into a purchase and sale contract (the “Related Agreement”) with an entity (the “Related Seller”) affiliated with the Registrant’s general partner. The Registrant, the Related Seller and the Purchaser agreed that a default by any party under the Related Agreement would be deemed a default under the Purchase Agreement. A termination of the Related Agreement for any reason is also deemed a termination of the Purchase Agreement.

As previously disclosed, on October 8, 2009, November 10, 2009, November 12, 2009, and November 25, 2009, the Company and the Purchaser entered into amendments to the Purchase Agreement pursuant to which the closing date was extended from October 13, 2009 to December 14, 2009 and an additional deposit of $250,000 that originally was due on or before November 10, 2009 was modified to become a non-refundable deposit of $200,000 due on or before December 2, 2009.

As previously disclosed, on December 11, 2009 and December 28, 2009, the Company and the Purchaser entered into amendments to the Purchase Agreement pursuant to which the closing date was further extended from December 14, 2009 to February 19, 2010, the full amount of the Purchaser’s deposits made as of December 28, 2009 of $642,000 was released to the Company, and the Purchaser agreed to pay an additional deposit of $358,000 to the Company on or before December 29, 2009. The Purchaser also agreed to deposit an additional $500,000 with the escrow agent on or before January 8, 2010.

As previously disclosed, on January 8, 2010 and January 12, 2010, the Company and the Purchaser entered into amendments to the Purchase and Sale Contract pursuant to which the parties agreed to delete the section of the Sixth Amendment related to the Purchaser’s delivery of an additional deposit of $500,000 to the escrow agent on or before January 8, 2010.  Under the terms of the Seventh Amendment, the Purchaser agreed to pay to the Company an additional deposit of $125,000 on January 8, 2010 and under the terms of the Eighth Amendment, the Purchaser agreed to pay to the Company another deposit of $375,000 on or before January 15, 2010, at which time the total deposit held by the Company will be $1,500,000.

On January 19, 2010, the Company and the Purchaser entered into a Ninth Amendment to the Purchase and Sale Contract (the “Ninth Amendment”) pursuant to which the deposit of $375,000 due on or before January 15, 2010 was further modified to be due on or before January 19, 2010.

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

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

10.94       Ninth Amendment to Purchase and Sale Contract between CCIP/3 Sandpiper, LLC, a Delaware limited liability company and DT Group Development, Inc., a California corporation, dated January 19, 2010.

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/3, LP

By:  ConCap Equities, Inc.

General Partner

By:  /s/Stephen B. Waters

Stephen B. Waters

Senior Director

Date: January 25, 2010

EX-10.94

Exhibit 10.94

NINTH AMENDMENT TO PURCHASE AND SALE CONTRACT
 FOR SIENNA BAY

This Ninth Amendment to Purchase and Sale Contract (this “Amendment”) is made as of January 19, 2010 between CCIP/3 SANDPIPER, LLC, a Delaware limited liability company ("Seller") and DT GROUP DEVELOPMENT, INC., a California Corporation (“Purchaser”).

W I T N E S S E T H:

            WHEREAS, Seller and Purchaser entered into that certain Purchase and Sale Contract, dated as of August 14, 2009, as amended by (i) First Amendment to Purchase and Sale Contract for Sienna Bay dated as of October 8, 2009, (ii) Second Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 10, 2009, (iii) Third Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 12, 2009, (iv) Fourth Amendment to Purchase and Sale Contract for Sienna Bay dated as of November 25, 2009, (v) Fifth Amendment to Purchase and Sale Contract for Sienna Bay dated as of December 11, 2009, (vi) Sixth Amendment to Purchase and Sale Contract for Sienna Bay dated as of December 28, 2009, (vii) Seventh Amendment to Purchase and Sale Contract for Sienna Bay dated as of January 8, 2010 and (viii) Eighth Amendment to Purchase and Sale Contract dated as of January 12, 2010 (collectively, the “Contract”), with respect to the sale of that certain property known as Sienna Bay, having an address at 10501 3rd Street North, St. Petersburg, FL 33716, and as more particularly described in the Contract; and

            WHEREAS, Seller and Purchaser desire to amend certain provisions of the Contract as hereinafter set forth.

            NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Contract, except as expressly otherwise amended or defined herein.

2.Additional Deposits.  Section 2 of the Eighth Amendment to Purchase and Sale Contract for Sienna Bay, dated as of January 12, 2010, is hereby deleted and replaced with the following:

                                                (c)  On or prior to January 19, 2010, Purchaser shall wire an additional deposit of $375,000 directly to Seller, pursuant to the wire instructions attached hereto as Exhibit A.  Upon making such deposit, the total Deposit shall be $1,500,000, all of which is being held directly by Seller.

3.Miscellaneous.           This Amendment (a)  supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered.  As modified hereby, all the terms of the Contract are hereby ratified and confirmed and shall continue in full force and effect.

            IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.

Seller:

CCIP/3 SANDPIPER, LLC, a Delaware limited liability company

By:    CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, a Delaware limited partnership, its member

By:    CONCAP EQUITIES, INC., a Delaware corporation, its general partner

By:  /s/John Spiegleman

Name:  John Spiegleman

Title:  Senior Vice President

Purchaser:

DT GROUP DEVELOPMENT, INC, a California corporation

By:  /s/Jim Markel
Name:  Jim Markel
Title:  General Partner

EXHIBIT A

Wire Instructions

Bank:	Wachovia  (Charlotte, NC)
ABA #:	053-000-219
Account Number:	2000010968907
Account Name:	AIMCO Properties Partnership Concentration Account
Reference:	CCIP/3 Sandpiper, LLC - 005681 sale deposit