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) August 10, 2005

                    JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
      (Exact name of small business issuer as specified in its charter)


              California               0-16010               94-3004963
      (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)


                        (Partnership's telephone number)
                                 (864) 239-1000

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 1.02   Termination of a Material Definitive Agreement.

On July 5, 2005 (the "Effective Date"),  Johnstown/Consolidated Income Partners,
a California limited partnership (the "Partnership"),  entered into an agreement
(the "Purchase Agreement"), with a third party, First Pacific Investments, Ltd.,
a Colorado  corporation (the  "Purchaser")  relating to the purchase and sale of
Cedar Brooke  Apartments,  a 158-unit apartment complex located in Independence,
Missouri  (the  "Property").  Under the  terms of the  Purchase  Agreement,  the
Purchaser  agreed  to  purchase  the  Property  for a gross  purchase  price  of
$7,300,000, subject to certain conditions (the "Purchase Price").

Under the terms of the Purchase  Agreement,  the  Purchaser  may  terminate  the
Purchase Agreement at any time prior to the expiration of the feasibility period
as defined in the Purchase Agreement,  acting in the Purchaser's sole discretion
and for any  reason  or no  reason,  upon  delivery  of  written  notice  to the
Partnership  and the escrow agent.  On August 10, 2005, the Purchaser  delivered
written  notice to the  Partnership  and the  escrow  agent of its  election  to
terminate the Purchase Agreement pursuant to its terms.



                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                 JOHNSTOWN/CONSOLIDATED INCOME PARNTERS


                                 By:     CONCAP EQUITIES, INC.
                                         General Partner

                                 By:     /s/Martha L. Long
                                         Martha L. Long
                                         Senior Vice President

                                 Date:   August 16, 2005