SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                SCHEDULE 14D-9/A

               SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
            SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934


                               (AMENDMENT NO. 1)

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                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
                           (Name of Subject Company)


                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3
                       (Name of Person Filing Statement)


                     UNITS OF LIMITED PARTNERSHIP INTEREST
                         (Title of Class of Securities)

                                      NONE
                     (Cusip Number of Class of Securities)

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                            WILLIAM H. JARRARD, JR.
                                   PRESIDENT
                             CONCAP EQUITIES, INC.
                          ONE INSIGNIA FINANCIAL PLAZA
                        GREENVILLE, SOUTH CAROLINA 29602
                                 (864) 239-2747
                 (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) Filing Statement)











    This Amendment No. 1 amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Statement") originally filed with the
Commission on July 30, 1998 by Consolidated Capital Institutional Properties/3,
a California limited partnership (the "Partnership"), relating to the tender
offer by Cooper River Properties, L.L.C. (the "Purchaser") to purchase up to
125,000 of the outstanding units of limited partnership interest ("Units") in
the Partnership, at a purchase price of $100 per Unit, net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer to
Purchase dated July 30, 1998 (the "Offer to Purchase") and the related
Assignment of Partnership Interest (which, together with any supplements or
amendments, collectively constitute the "Offer") attached as Exhibits (a)(1)
and (a)(2), respectively, to the Tender Offer Statement on Schedule 14D-1
originally filed with the Commission by the Purchaser on July 30, 1998.
Capitalized terms used but not defined herein have the meanings ascribed to
them in the original Statement and the Offer to Purchase.


ITEM 8.  ADDITIONAL INFORMATION TO BE FURNISHED.

    On July 30, 1998, certain entities claiming to own limited partnership
interests in certain limited partnerships (including the Partnership) whose
general partners are affiliates of Insignia, IPT and the Purchaser (the
"Affiliated General Partners") filed a complaint in the Superior Court of the
State of California, County of Los Angeles (the "Los Angeles Complaint")
against Insignia, the Subject Partnerships (defined below), the Affiliated
General Partners (including the General Partner) and additional entities
affiliated with several of the defendants. The action involves 44 real estate
limited partnerships (each named as a defendant) in which the plaintiffs
allegedly own interests and which Insignia affiliates allegedly manage or
control (the "Subject Partnerships"). Plaintiffs allege that they have
requested from, but have been denied by each of the Subject Partnerships, lists
of their respective limited partners for the purpose of making tender offers to
purchase up to 4.9% of the units of limited partnership interest in each of the
Subject Partnerships. The Los Angeles Complaint also alleges that certain of
the defendants made tender offers to purchase units of limited partnership
interest in many of the Subject Partnerships, with the alleged result that
plaintiffs have been deprived of the benefits they would have realized from
ownership of the additional units. The plaintiffs assert eleven causes of
action, including breach of contract, unfair business practices, and violations
of the partnership statutes of the states in which the Subject Partnerships are
organized. Plaintiffs seek compensatory, punitive and treble damages. Insignia
was only recently served with the Los Angeles Complaint and has not yet
responded to it. Insignia believes the claims to be without merit and intends
to defend the action vigorously.



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                                   SIGNATURE


    After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated:  August 17, 1998


                              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3

                              By:   CONCAP EQUITIES, INC.,
                                    its General Partner


                              By:    /s/ William H. Jarrard, Jr.
                                  --------------------------------------
                                  William H. Jarrard, Jr.
                                  President



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