SecProbe.io

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                Consolidated Capital Institutional Properties
                         55 Beattie Place, P.O. Box 1089
                              Greenville, SC 29602

May 25, 2005

Correspondence Filing Via Edgar and Overnight Delivery

United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 0409
450 Fifth Street, NW
Washington, D.C.  20549
Attn:  Mr. Jorge Bonilla

Re:   Consolidated Capital Institutional Properties
      Form 10-K for the year ended December 31, 2004
      File No. 0-10831

Ladies and Gentlemen:

This letter responds to the comments of the staff of the Securities and Exchange
Commission  (the  "Staff")  addressed  to  Consolidated  Capital   Institutional
Properties ("CCIP"),  a California limited partnership,  in a letter dated April
27, 2005.  The  Partnership  appreciates  the Staff's  willingness to provide an
extension of time for this response. The Partnership's  responses to the Staff's
comments are set forth below and are numbered to  correspond to the numbering of
the Staff's comments in the Staff's letter.

As is  discussed  below  following  the  Partnership's  responses to the Staff's
comments,  in connection with its  consideration  of the Staff's  comments,  the
Partnership  determined  that its  accounting did not properly  reflect  certain
provisions of the partnership agreements for two of its investee partnerships in
which the  Partnership  acquired  an  interest  during  2002.  As a result,  the
Partnership has determined that there are errors in its financial statements for
the  years  ended  December  31,  2002,  2003 and  2004.  These  errors  and the
Partnership's  resulting plans to restate its financial statements are described
below following the Partnership's responses to the Staff's comments.

                        *          *          *          *          *

Form 10-K for the year ended December 31, 2004

Note I - Investment in Affiliated Partnerships

        1. Comment: We note that the excess of the Partnership's investment over
           the  historical  cost of the underlying net assets of the investee is
           being  depreciated over the useful lives of the investees  underlying
           properties.  Explain to us how you considered footnote 9 of APB 18 in
           determining how to account for these investments.

           Response:  As disclosed in Note I to the  financial  statements,  the
           Partnership  assumed  ownership  of  these  special  limited  partner
           interests ("SLPs") during a foreclosure  process in 2002. At the time
           the  Partnership   assumed  ownership  of  these  investments,   such
           investments  were recorded at their  estimated fair values,  based on
           the fair  values of the  underlying  assets  and  liabilities  of the
           respective  investee  partnerships and the SLP ownership  percentages
           stated in the related partnership agreements. Footnote 9 to paragraph
           19(b) of APB 18, as amended by FAS 142, paragraph D2(a),  states that
           "Investors shall not amortize goodwill  associated with equity method
           investments  after the date FASB  Statement  142,  Goodwill and Other
           Intangible  Assets,  is  initially  applied  by  the  entity  in  its
           entirety." In Note I, the  Partnership  disclosed that the difference
           between the  carrying  value of its  investments  and the  underlying
           historical  basis of the net assets of the investee  partnerships was
           attributable  to the investees'  properties  (generally,  depreciable
           real estate).  The  Partnership  believes that paragraph 19(b) of APB
           18, as amended, requires differences attributable to depreciable real
           estate to be depreciated over the useful lives of the related assets.
           There  was  no  goodwill  associated  with  the  acquisition  through
           foreclosure of these partnership interests. Accordingly, the guidance
           in  footnote  9 of  APB  18  does  not  apply  to  the  Partnership's
           investments in the investee partnerships.

        2. Comment: We note that the aggregate market value of the Partnership's
           investments is lower than the carrying  value.  Explain to us how you
           considered  paragraph 19h of APB 18 in your  impairment test relating
           to these investments.

           Response:  No market exists for the partnership  interests of each of
           the  investee  partnerships.  The market value as disclosed in Note I
           was based on what was then the most recent  tender  offer made by the
           general  partner  of each of the  investee  partnerships  to  acquire
           limited  partnership  interests  in the  investee  partnerships.  The
           pricing of such tender offers was based on the current  operations of
           each of the respective  investee  partnerships  and the fair value of
           the properties  owned by the investee  partnerships  at the time each
           tender offer was made.  Although the disclosed aggregate market value
           of the Partnership's  investments was less than the carrying value of
           the  investments,  the  Partnership  did not  consider  the  apparent
           decline in value to be other than  temporary  and  therefore  did not
           require  recognition  under  paragraph  19(h) of APB 18. Based on its
           intent to hold these  investments  for the long term, the Partnership
           evaluated the  anticipated  cash flow to be generated by the investee
           partnerships   and  concluded  that  the  carrying   amounts  of  its
           investments were recoverable.

           Upon further review of the disclosure in Note I, the  Partnership has
           determined that the market value disclosure is not appropriate  given
           that  there  is  no  market   available   for  the   trading  of  the
           partnerships' limited partnership  interests.  In future filings, the
           Partnership  will revise this  disclosure to delete the last sentence
           of Note I as it appeared in the 2004 Form 10-K.

Detection of Errors and Planned Restatement

As noted above,  the  Partnership  recorded the SLPs received in connection with
the 2002 foreclosure at their estimated fair values, based on the fair values of
the underlying  assets and liabilities of the respective  investee  partnerships
and the SLP ownership percentages stated in the related partnership  agreements.
When  this  valuation  was  performed,  the  Partnership  did not note  that the
partnership agreement for two of the investees,  Consolidated Capital Properties
III ("CCP III") and  Consolidated  Capital  Properties  IV ("CCP  IV"),  contain
provisions that require all partnership  distributions resulting from a property
sale or  refinancing  to be paid to the limited  partners until such time as the
limited  partners have received a return of their initial invested  capital.  At
the time of the foreclosure,  the limited partners of CCP III and CCP IV had not
received a return of their initial  invested capital and, based on the estimated
fair values of the properties and outstanding  debt balances at that time, there
would be  insufficient  net asset  value to return all  invested  capital to the
limited   partners  in  an  assumed   liquidation  of  either  of  the  investee
partnerships. Based on the substantial deficiency in net asset values that would
be required to return  invested  capital to the limited  partners of CCP III and
CCP IV, it was unlikely that the  Partnership,  as the holder of the SLPs in CCP
III and CCP IV, would  participate in sale and refinancing  distributions of CCP
III  and CCP IV in the  foreseeable  future.  Accordingly,  the  initial  values
assigned  to the SLP  interests  in CCP III and CCP IV should  have  been  based
primarily  on the  estimated  discounted  cash flows from  operations  that were
expected  to be  distributed  to the  Partnership.  CCP  III  and  CCP  IV  have
historically  distributed cash flow from operations and, based on projected free
cash flow  after  debt  service  and  capital  expenditures,  it was  reasonably
anticipated at the foreclosure  date that  distributions  of operating cash flow
would  continue.  No significant  value should have been assigned to the SLPs in
CCP III  and  CCP IV  based  on any  anticipated  distributions  from  sales  or
refinancings of the underlying properties.

In 2002, the Partnership initially recorded its SLP in CCP III at $27,000. Since
that time the  Partnership has recorded equity in losses of $6,000 and operating
distributions  of $4,000,  resulting  in a carrying  value of the  Partnership's
investment in CCP III of $17,000 at December 31, 2004. In 2002, the  Partnership
initially  recorded  its  SLP  in  CCP  IV at  $843,000.  Since  that  time  the
Partnership has recorded  equity in earnings of $73,000,  equity in gain on sale
of  properties  owned  by CCP IV of  $657,000  and  operating  distributions  of
$53,000, resulting in a carrying value of the Partnership's investment in CCP IV
of $1,520,000 at December 31, 2004.  Under paragraph 25 of Statement of Position
78-9, Accounting for Investments in Real Estate Ventures, the Partnership should
not have  recognized any equity in earnings  attributed to the gains on property
sales in CCP IV during 2003 and 2004 because none of the related sales  proceeds
will be distributed to the Partnership.

Based on the foregoing  facts and analysis,  the Partnership has determined that
its initial recording of the SLPs in CCP III and CCP IV and subsequent recording
of related  equity in gains on sale of properties  in CCP IV were in error.  The
Partnership  will restate its  financial  statements to reflect that the initial
value  assigned  to the  SLPs in CCP III and  CCP IV in 2002  are  based  on the
discounted  value of operating cash flows that were  reasonably  expected at the
date of  foreclosure.  In addition,  the  Partnership  will adjust its equity in
earnings of CCP IV  subsequent to the  foreclosure  date to exclude any earnings
that were  derived  from the gains on sale of  properties  owned by CCP IV.  The
Partnership will include the restated financial  statements in an amended report
on Form 10-K for the year ended December 31, 2004.

                                    * * * * *

As  requested  by  the  Staff,  the  Partnership   acknowledges  that:  (a)  the
Partnership  is  responsible  for the adequacy and accuracy of the disclosure in
its filings;  (b) Staff  comments or changes to  disclosure in response to Staff
comments do not foreclose the Commission  from taking any action with respect to
the filings;  and (c) the Partnership may not assert Staff comments as a defense
in any  proceeding  initiated by the  Commission or any person under the federal
securities laws of the United States.

If you have further questions  regarding the information  provided regarding the
responses to the Staff's comments or the Partnership's  subsequent determination
to restate certain of its prior period financial  statements,  please contact me
directly at (864) 239-1554 or by fax at (864) 239-5824.

                              Sincerely,

                              /s/Stephen B. Waters
                              Stephen B. Waters
                              Vice President
                              ConCap Equities, Inc., as the general partner
                              of Consolidated Capital Institutional Properties

  cc: Daniel L. Jablonsky
      Martha L. Long

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