sc_13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 38)*

Consolidated Capital Institutional Properties, LP

(Name of Issuer)

Limited Partnership Units

(Title of Class of Securities)

None

(CUSIP Number)

John Bezzant

Senior Vice President

Apartment Investment and Management Company

4582 South Ulster Street Parkway, Suite 1100

Denver, Colorado 80237

(303) 757-8101

with a copy to:

Jonathan L. Friedman, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

300 South Grand Avenue, Suite 3400

Los Angeles, California 90071

(213) 687-5396

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

September 8, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: AIMCO Properties, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1275721
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 152,648.05 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 152,648.05 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,648.05 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.7%
14.	TYPE OF REPORTING PERSON PN

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: AIMCO-GP, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 152,648.05 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 152,648.05 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,648.05 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.7%
14.	TYPE OF REPORTING PERSON CO

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: Apartment Investment and Management Company I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY): 84-1259577
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Maryland
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 152,648.05 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 152,648.05 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 152,648.05 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 76.7%
14.	TYPE OF REPORTING PERSON CO

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: AIMCO IPLP, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 50,572.4 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 50,572.4 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,572.4 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.41%
14.	TYPE OF REPORTING PERSON PN

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: AIMCO/IPT, Inc. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 50,572.4 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 50,572.4 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,572.4 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 25.41%
14.	TYPE OF REPORTING PERSON CO

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: Cooper River Properties, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 11,365.6 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 11,365.6 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,365.6 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.71%
14.	TYPE OF REPORTING PERSON OO

CUSIP No.

Not Applicable

1.	NAME OF REPORTING PERSON: Reedy River Properties, L.L.C. I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY):
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3.	SEC USE ONLY
4.	SOURCE OF FUNDS WC
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): o
6.	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER
		8.	SHARED VOTING POWER 28,832.5 Units
		9.	SOLE DISPOSITIVE POWER
		10.	SHARED DISPOSITIVE POWER 28,832.5 Units
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 28,832.5 Units
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.49%
14.	TYPE OF REPORTING PERSON OO

This Amendment No. 38 (this “Amendment”) amends the Statement on Schedule 13D filed previously by AIMCO Properties, L.P. (“AIMCO Properties”), AIMCO-GP, Inc., Apartment Investment and Management Company, AIMCO IPLP, L.P., AIMCO/IPT, Inc., Cooper River Properties, L.L.C. and Reedy River Properties, L.L.C. (collectively, the “Reporting Persons”).

Item 4. Purpose of Transaction

Item 4 is hereby supplemented by the addition of the following information:

The Reporting Persons are affiliates of ConCap Equities, Inc., a Delaware corporation (the “General Partner”), which is the general partner of the Partnership. The Partnership’s agreement of limited partnership (the “Partnership Agreement”) provides that the term of the Partnership must end no later than December 31, 2011. In contemplation of such termination, the General Partner has considered a number of potential strategic alternatives for the Partnership and its remaining properties, The Sterling Apartment Homes and Commerce Center, Plantation Gardens Apartments, and Regency Oaks Apartments.

AIMCO Properties has indicated an interest in acquiring the Partnership’s properties. The General Partner and AIMCO Properties are proceeding with a transaction that would enable AIMCO Properties to acquire all of the outstanding interests in the Partnership on terms that they believe are favorable to the limited partners of the Partnership.

The contemplated transaction would involve a merger of a subsidiary of AIMCO Properties with and into the Partnership, with the Partnership as the surviving entity. In the merger, each Series A Unit of the Partnership would be converted into the right to receive merger consideration. In the merger, AIMCO Properties’ interest in the subsidiary that merged into the Partnership would be converted into Series A Units of the Partnership. As a result, after the merger, AIMCO Properties would be the sole limited partner of the Partnership and would own all outstanding Series A Units.

The specific terms of the above-described merger transaction have not yet been finalized, and either AIMCO Properties or the General Partner may decide not to pursue the transaction.

Item 5. Interest in Securities of the Issuer

(a)-(c)

The information in rows (7) through (11) and (13) of each Reporting Person’s cover page is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

The following is filed herewith as Exhibits to this Statement:

Exhibit 7.1

Agreement of Joint Filing, dated September 8, 2010

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: September 8, 2010

	AIMCO PROPERTIES, L.P.

	By:	AIMCO-GP, INC
		(General Partner)

	AIMCO-GP, INC.

	APARTMENT INVESTMENT AND MANAGEMENT COMPANY

	AIMCO IPLP, L.P.

	By:	AIMCO/IPT INC.
		(General Partner)

	AIMCO/IPT INC.

	COOPER RIVER PROPERTIES, L.L.C.

	REEDY RIVER PROPERTIES, L.L.C.

	By:	/s/ Derek McCandless
	Name:	Derek McCandless
	Title:	Authorized Signatory

EXHIBIT 7.1

AGREEMENT OF JOINT FILING

The parties listed below agree that the Amendment No. 38 to Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: September 8, 2010

	AIMCO PROPERTIES, L.P.

	By:	AIMCO-GP, INC.
		(General Partner)

	AIMCO-GP, INC.

	APARTMENT INVESTMENT AND MANAGEMENT COMPANY

	AIMCO IPLP, L.P.

	By:	AIMCO/IPT INC.
		(General Partner)

	AIMCO/IPT INC.

	COOPER RIVER PROPERTIES, L.L.C.

	REEDY RIVER PROPERTIES, L.L.C.

	By:	/s/ Derek McCandless
	Name:	Derek McCandless
	Title:	Authorized Signatory