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) ~~September~~October 828, 2008

CONSOLIDATED CAPITAL GROWTH FUND

(Exact name of Registrant as specified in its charter)

California 0-8639 94-2382571

~~0-8639~~ (State or other jurisdiction (Commission (I.R.S. Employer

~~94-2382571~~ of incorporation) File Number) Identification Number)

(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)

~~Written~~[ ~~communications~~] Soliciting ~~pursuant~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~14a-12)

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

~~Soliciting~~[ ~~material~~] Pre-commencement communications pursuant to Rule ~~14a~~13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

[Item 1.01 ]Entry Into a Material Definitive Agreement

~~Pre-commencement~~Consolidated ~~communications~~Capital ~~pursuant~~Growth toFund, ~~Rule~~a California ~~14d~~limited partnership (the “Partnership” or the “Seller”), owns The Lakes Apartments (“The Lakes”), a 600-2unit apartment complex located in Raleigh, North Carolina. On October 28, 2008 (bthe “Effective Date”), ~~under~~the Seller entered into a Purchase and Sale Contract (the ~~Exchange~~“Purchase ~~Act~~Agreement”) with a third party, The Embassy Group LLC, a New York limited liability company, (17the “Purchaser”), ~~CFR~~to ~~240~~sell The Lakes to the Purchaser for a total sales price of $26,000,000.~~14d-2~~ On October 28, 2008, the Purchaser also entered into a purchase and sale contract (bthe “Related Agreement”) with an entity (the “Related Seller”) affiliated with AIMCO Properties, L.P., an affiliate of the Partnership. The Partnership, the Related Seller and the Purchaser intend to close under the Purchase Agreement and the Related Agreement simultaneously. If either the Purchase Agreement or the Related Agreement are terminated or cancelled, the other party has the right, but not the obligation, to terminate the Purchase Agreement or Related Agreement, respectively.

[The ]following is a summary of the terms and conditions of the Purchase Agreement, which summary is qualified in its entirety by reference to the Purchase Agreement, a copy of which is attached hereto as an exhibit.

~~Pre-commencement~~PURCHASE ~~communications~~PRICE. The ~~pursuant~~total purchase price is $26,000,000, subject to ~~Rule~~certain ~~13e-4(c)~~prorations ~~under~~and adjustments at the closing. The ~~Exchange~~Purchaser ~~Act~~agreed ~~(17~~to ~~CFR~~deliver ~~240.13e-4~~an initial deposit of $260,000 to LandAmerica Commercial Services (cthe “Escrow Agent”)) within two business days following the Effective Date.

~~Item~~FEASIBILITY 1PERIOD.01 The ~~Entry~~feasibility periods ~~Into~~ends athirty ~~Material~~days ~~Definitive~~after ~~Agreement~~the Effective Date. On or before the day that the feasibility period expires, the Purchaser is required to deliver to the Escrow Agent an additional deposit of $260,000. If the Purchaser fails to notify the Seller in writing of its intent to terminate the contract prior to the end of the feasibility period, the deposits will become non-refundable.

~~Consolidated Capital Growth Fund, a California limited partnership (the “Partnership” or the “Seller”), owns~~ CLOSING. The ~~Lakes~~expected ~~Apartments~~closing date ~~(“The~~of ~~Lakes”), a 600-unit apartment complex located in Raleigh, North Carolina. On March 20, 2008 (~~the ~~“Effective~~transaction ~~Date”),~~is ~~the~~on ~~Seller~~or ~~entered~~before ~~into~~December ~~a Purchase and Sale Contract (the “Purchase Agreement”) with a third party~~12, ~~Northview Realty Group, Inc~~2008., ~~a Canadian corporation(the “Purchaser”), to sell~~ The ~~Lakes to the~~ Purchaser ~~for~~has ~~a total sales price of $31,500,000. On March 20, 2008,~~ the right ~~Purchaser~~to ~~also~~extend ~~entered into a purchase and sale contract (~~the ~~“Related~~closing ~~Agreement”)~~to ~~with~~January ~~an entity (the “Related Seller”) affiliated with AIMCO Properties~~6, ~~L.P.,~~2009 anby ~~affiliate~~delivering ofwritten ~~the~~notice ~~Partnership. The Partnership,~~ to the ~~Related~~ Seller ~~and~~no ~~the~~later ~~Purchaser~~than ~~agreed~~7 ~~that~~days aprior ~~default~~to ~~by any party under either~~ the ~~Purchase Agreement or the Related Agreement would be deemed a default under both agreements~~closing. A ~~termination~~The ofclosing ~~either the Purchase Agreement or the Related Agreement for any reason~~ is also subject ~~deemed~~to acustomary ~~termination~~closing ofconditions ~~both~~and ~~agreements~~deliveries.

OnCOSTS ~~April~~AND ~~21,~~FEES. The ~~2008,~~Purchaser ~~the~~will ~~Purchaser~~pay ~~delivered~~premiums ~~written~~or ~~notice~~fees required ofto ~~its~~be ~~election~~paid towith ~~terminate~~respect ~~both~~to the ~~Purchase~~title ~~Agreement~~policy and one-half of the customary ~~Related~~closing ~~Agreement~~costs of the Escrow Agent. ~~Pursuant~~The toSeller ~~their~~will ~~terms~~pay transfer, sales, use, gross receipts or similar taxes, recording costs in accordance with custom and practice, the ~~Purchase~~base ~~Agreement~~premium for the title policy and one-half of the customary ~~Related~~closing ~~Agreement~~costs ~~were~~of ~~terminated.~~the Escrow Agent.

OnREPRESENTATIONS ~~May~~AND ~~1, 2008, the~~ WARRANTIES. The Seller and ~~Purchaser entered into a First Amendment of Purchase and Sale Contract pursuant to which~~ the ~~Purchase~~Purchaser ~~Agreement~~each ~~was~~made ~~reinstated,~~limited ~~the~~representations ~~feasibility period was extended to May 9, 2008~~ and ~~the~~warranties ~~Closing Date was extended~~ to ~~May 29, 2008~~the other.

OnRISK OF ~~May~~LOSS. 9,The ~~2008,~~risk ~~the~~of ~~Purchaser~~loss ~~delivered~~or ~~written~~damage ~~notice~~to The Lakes by reason of ~~its~~any ~~election~~insured toor uninsured ~~terminate~~casualty ~~both~~during the ~~Purchase~~period ~~Agreement~~through and including the ~~Related~~closing ~~Agreement. Pursuant~~date equal to ~~their~~or ~~terms~~less than $250,000 will be borne by the ~~Purchase~~Seller. ~~Agreement~~The Seller must maintain, in full force and effect until the ~~Related~~Closing ~~Agreement~~Date, ~~were~~all ~~terminated~~existing insurance coverage on The Lakes.

OnASSIGNMENT. With ~~September 8, 2008,~~ the ~~Seller~~exception ~~and~~of ~~Purchaser entered into~~ a ~~Second~~permitted ~~Amendment~~assignment ~~of Purchase and Sale Contract pursuant~~ to ~~which~~an ~~the~~affiliate ~~Purchase~~of ~~Agreement was reinstated,~~ the ~~purchase price was reduced to $25~~Purchaser,~~000,000,~~ the ~~feasibility~~Purchase ~~period~~Agreement ~~was~~is ~~extended~~not toassignable ~~September~~by ~~15, 2008,~~ the ~~Closing~~Purchaser ~~Date~~without ~~was~~first obtaining ~~extended to October 10, 2008 and~~ the ~~cross-terminations~~prior ~~sections~~written approval of the ~~original Purchase Agreement and Related Agreement were removed~~Seller.

~~Item~~DEFAULTS AND 9REMEDIES.01 If the Purchaser defaults on its obligations to deliver when required any required deposits, the purchase price or any other specified deliveries, then the Purchaser will forfeit its deposits to the Seller, and neither party will be obligated to proceed with the purchase and sale. The Seller expressly waives the remedies of specific performance and additional damages for any such defaults by the Purchaser.

~~Financial~~If the ~~Statements~~Seller, prior to the closing, defaults in its representations, warranties, covenants, or obligations, the Purchaser has the option of (i) terminating the Purchase Agreement, receiving a return of its deposits, and ~~Exhibits~~recovering, as its sole recoverable damages its documented direct and actual out-of-pocket expenses and costs up to $50,000, or (ii) seeking specific performance of the Seller’s obligation to deliver the deed pursuant to the Purchase Agreement.

~~(d)~~Item 9.01 Financial Statements and Exhibits

(d) Exhibit

10.4748 Purchase and Sale Contract between Consolidated Capital Growth Fund, a California limited partnership, and The Embassy Group, LLC, a New York limited liability company, dated October 28, 2008. *

~~Second~~*Schedules and ~~Amendment~~supplemental ofmaterials ~~Purchase~~to ~~and~~the ~~Sale~~exhibit ~~Contract~~have ~~between~~been ~~Consolidated~~omitted ~~Capital~~but ~~Growth~~will ~~Fund,~~be aprovided to ~~California~~the ~~limited~~Securities ~~partnership,~~ and ~~Northview~~Exchange ~~Realty~~Commission ~~Group,~~upon ~~Inc~~request., a Canadian corporation, dated September 8, 2008. *

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

~~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.

~~Pursuant~~CONSOLIDATED toCAPITAL ~~the~~GROWTH ~~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.~~FUND

~~CONSOLIDATED~~By: ConCap ~~CAPITAL~~Equities, ~~GROWTH FUND~~Inc.

~~By:~~General Partner

~~ConCap~~By: /s/Stephen ~~Equities, Inc~~B. Waters

~~General~~Stephen ~~Partner~~B. Waters

~~By:~~Vice President

~~/s/Stephen~~Date: B.November ~~Waters~~3, 2008

Stephen B. Waters

Vice President

Date:

September 12, 2008

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