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) ~~December~~May 3117, ~~2009~~2010

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES, LP

(Exact name of Registrant as specified in its charter)

Delaware 0-10831 94-2744492

Delaware	0-10831	94-2744492
(State or other jurisdiction	(Commission	(I.R.S. Employer
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

(Registrant’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 31.03.01 MaterialEntry Modificationinto toa theMaterial RightsDefinitive of Security HoldersAgreement.

~~As previously disclosed, on April 30, 2008, ConCap Equities, Inc., general partner of~~ Consolidated Capital Institutional Properties, LP, a Delaware limited partnership (the “~~Partnership~~Registrant”), ~~amended~~owns ~~the~~a 100% ~~Partnership’s~~interest ~~agreement~~in ofCCIP ~~limited~~Sterling, ~~partnership~~L.P., ~~(the~~a ~~“Partnership~~Pennsylvania ~~Agreement”) to establish and convert existing~~ limited partnership ~~interests into different~~(“CCIP ~~designated~~Sterling”), ~~series~~which ofowns ~~limited partnership interests that have separate rights~~The ~~with~~Sterling ~~respect~~Apartment toHomes ~~specified~~and ~~partnership~~Commerce ~~property. Effective~~Center ~~April 30~~, ~~2008, each~~a ~~then~~multiple-use ~~outstanding~~facility consisting ~~Unit~~ of ~~limited~~apartment ~~partnership~~units ~~interest~~and incommercial ~~the~~space ~~Partnership was~~located ~~converted~~in ~~into one Series A Unit~~Philadelphia, ~~one Series B Unit and one Series C~~ ~~Unit~~Pennsylvania.

~~The~~On ~~Series~~May C17, ~~Units~~2010 ~~were~~(the ~~allocated~~“Effective ~~the~~Date”), ~~assets~~CCIP Sterling and ~~liabilities~~two ~~relating~~other toaffiliated ~~CCIP~~partnerships ~~Society~~also ~~Park~~located ~~East,~~in ~~L.L.C.~~Philadelphia, Pennsylvania a(together ~~Delaware~~the ~~limited liability~~“Partnerships”) ~~company,~~entered ~~which~~into ~~owned~~an ~~The~~Agreement ~~Dunes~~Regarding Grant ~~Apartment~~Funds ~~Homes~~ (~~“The~~the ~~Dunes~~“Agreement”) with an affiliated property manager, aOP Property ~~200-unit~~Management, ~~apartment~~LLC, ~~complex~~a ~~located~~Delaware inlimited ~~Indian~~liability ~~Harbor~~company ~~Florida. As~~(the ~~previously~~“Manager”) to ~~disclosed,~~facilitate ona ~~August~~grant ~~17,~~to ~~2009,~~the ~~CCIP~~Partnerships ~~Society~~in ~~Park~~the ~~East,~~maximum ~~L.L.C.~~amount ~~sold~~of ~~The~~$1,087,500 ~~Dunes to~~from athe ~~third~~Pennsylvania ~~party,~~Department CCof ~~Dunes~~Environmental ~~Apartments~~Protection, ~~LLC,~~Office aof ~~Florida~~Energy ~~limited~~and Technology ~~liability~~Department ~~company~~ (~~the~~ “~~Purchaser~~DEP”). The ~~total~~purpose ~~sales~~of ~~price~~the ~~for~~grant ~~The~~is ~~Dunes~~to ~~was~~assist ~~$6,300,000. As~~in offunding ~~December 31, 2009,~~ the ~~Partnership~~installation ~~has~~of ~~completed~~co-generation aplants ~~winding~~at upeach of the ~~affairs~~Partnership’s ofproperties. ~~this~~Pursuant ~~series~~to ~~and~~the ~~accordingly~~Agreement, ~~has~~the ~~terminated~~Manager ~~the~~has ~~Series~~agreed Cto ~~Interests~~disburse inthe ~~accordance~~grant ~~with~~received from the ~~Partnership~~DEP ~~Agreement~~to the Partnerships. The ~~Eighth~~amount ~~Amendment~~of to the grant ~~Partnership~~allocated ~~Agreement,~~to ~~attached~~CCIP ~~hereto~~Sterling asis ~~Exhibit 3.10~~$498, ~~reflects such termination~~000.

TheItem Series B Units were allocated the assets and liabilities relating to CCIP Knolls, L9.L.C.,01 aFinancial DelawareStatements limited liability company, which owned The Knolls Apartments (“The Knolls”), a 262-unit apartment complex located in Colorado Springs, Colorado. As previously disclosed, on September 21, 2009, CCIP Knolls, L.L.C. sold The Knolls to several affiliates of Hamilton Zanze & Company, a California company (the “Purchaser”). The total sales price for The Knolls was $13,350,000. As of December 31, 2009, the Partnership has completed a winding up of the affairs of this series and accordingly has terminated the Series B Interests in accordance with the Partnership Agreement. The Ninth Amendment to the Partnership Agreement, attached hereto as Exhibit 3.11, reflects such termination.Exhibits

~~Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.~~(c) Exhibits

~~The~~10.82 ~~information~~Agreement ~~set~~Regarding ~~forth~~Grant ~~under~~Funds ~~Item~~by 3and among OP Property Management, LLC, a Delaware limited liability company , University Plaza Associates, a Pennsylvania limited partnership, CCIP Sterling, L.03P., ofa ~~this~~Pennsylvania ~~report~~limited ispartnership ~~incorporated~~and AIMCO ~~herein~~Chestnut byHall Limited Partnership, a Delaware limited partnership, dated ~~reference~~May 17, 2010.

Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed with this report:

3.10 Eighth Amendment to the Limited Partnership Agreement of Consolidated Capital Institutional Properties, LP dated December 31, 2009.

3.11 Ninth Amendment to the Limited Partnership Agreement of Consolidated Capital Institutional Properties, LP dated December 31, 2009.

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, LP

By: ~~ConCap~~CONCAP ~~Equities~~EQUITIES, ~~Inc~~INC.

General Partner

By: /s/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: ~~January~~May 721, 2010

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