SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

October 15, 2010
 John Bezzant Senior Vice President Apartment Investment and Management Company 4582 South Ulster Street Parkway, Suite 1100 Denver, Colorado 80237
 Re: Consolidated Capital Institutional Properties, LP
 Schedule 13E-3
 Filed on September 14, 2010  File No. 005-47009

Aimco Properties, LP Form S-4  Filed on September 14, 2010
 File No. 333-169353-01
 Dear Mr. Bezzant:
We have reviewed your filings and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 2  Form S-4

 General

  1. Rule 13e-3 requires that each affiliate enga ged in a going private transaction file a
Schedule 13E-3 and furnish the required disclosu res.  Based on information contained in
the Schedule 13D/A filed by Aimco OP and affiliates on September 9, 2010, it would appear that additional affiliat ed parties are engaged in the going private transaction.  For
example, we note that Aimco IP/LP, L.P.,
Cooper River Properties, L.L.C. and Reedy River
Properties, L.L.C are not included as filing parti es.  Please revise to add such filing parties or
advise us as to why this revision is not required.  For guidance, refer to Question 101.02 of
the Division of Corporation Finance’s Compliance and Disc losure Interpretations of
Going Private Transactions, Exchange Act Rule 13e-3, and Schedule 13E-3.
 2. Please note that each new filing person must individually comply with the filing, dissemination and disclosure re quirements of Schedule 13E-3.  Therefore, please revise
the disclosure to include all of the in formation required by Schedule 13E-3 and its
instructions for any filing persons added in  response to the preceding comment.  For
example, include a statement as to whet her each person believes the Rule 13e-3
transaction to be substantively and procedurally fair to unaffiliated security holders and an analysis of the material factors upon which they relied in reaching such a conclusion.
Refer to Item 8 of Schedule 13E-3 and Q& A No. 5 of Exchange Act Release No. 17719
(April 13, 1981).  In this rega rd, the reasons for the trans action and the alternatives
considered by these affiliates may be differe nt than those of the other filing Aimco filing
parties, and this fact should be  reflected in the disclosure.  Alternatively, and to the extent
applicable, the affiliates may a dopt the analysis and conclusions of another filing party on
the Schedule 13E-3.  In addition, be sure that each new filer signs the Schedule 13E-3.
 3. Please revise to ensure that all disclosure required by Schedule 13E-3 is included in the
disclosure document (i.e., the prospectus incl uded as part of the registration statement)
delivered to the limited partners.  For exampl e, portions of disclosu re required pursuant
to Items 3 and 7(d) of Schedule 13E-3 and corresponding Items 1003(c)(3), 1003(c)(4), and 1013 of Regulation M-A that were included in the Schedule 13E-3 do not appear to
have been included in the regi stration statement itself.  Pl ease revise the registration
statement accordingly.
 4. Refer to Item 4 of Schedule 13e-3 and corresponding Item 1004(c) of Regulation M-A.  It would appear that Series A unit holders who are not affiliated with Aimco OP will
receive an additional amount of consideration in the exchange if they sign a waiver and
release form.  Please revise to reference this arrangement or advise.
5. Please revise so that the information requi red by Items 7, 8, and 9 of Schedule 13E-3 is
prominently disclosed in a “Special Factors”  section in the front  of the registration
statement.  See Exchange Act Rule 13e-3(e)(1)(ii).

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 3

6. Please confirm that you have included all ap plicable disclosure required by Items 901
through 915 of Regulation S-K.  Alternativ ely, please tell us which exemption you are
relying upon under Item 901(c).
 Summary, page 1

7. Please revise the summary term sheet to briefl y describe in bullet point format the most
material terms of the proposed transaction.  The bullet points must cross-reference a more
detailed discussion contained in the disclosure document that is disseminated to security holders.  See Item 1001 of Regulation M-A.
Selected Summary Historical Fi nancial Data of CCIP, page 16

 8. We note that you have incorporated your fina ncial statements by reference, but have not
included all of the summarized financial in formation specified in Item 1010(c) of
Regulation M-A in the offering document, as  required by Instruction 1 to Item 13 of
Schedule 13E-3.  For example, but without  limitation, you do not appear to have
disclosed current assets, noncurre nt assets, current liabilities,  noncurrent liabilities, and
ratio of earnings to fixed charges.  Please re vise the registration statement to provide all
disclosure required by Item 1010(c) of Regulation M-A.

The Merger, page 26

Background and Reasons for the Merger, page 26
 9. Please revise this section to further descri be each contact, meeti ng, or negotiation that
took place and the substance of the discussions  or negotiations at each meeting.  Please
identify any advisors or othe r counsel and the members of management who were present
at each meeting.  In addition, each presenta tion, discussion or report held with or
presented by an outside party that is materially related to  the Rule 13e-3 transaction,
whether oral or written, is a separate report that requires a reasonabl y detailed description
meeting the requirements of Item 1015 of Regul ation M-A.  This requirement applies to
both preliminary and final reports.   In addition, please file all relevant written materials as
exhibits to the Schedule 13E-3.
 10. Please revise to disclose in greater detail  the “investment criteria” considered by Mr.
Bezzant with respect to each property appraised by CRA and how consideration of the
criteria for each property factored into his assessment of the appr aisal value determined
by CRA.
  11. Please revise the first full paragraph on page  27 to explain why Mr. Bezzant discussed
with Mr. McCandless the possi bility of Aimco OP acqui ring the Plantation Gardens
Property from CCIP.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 4  12. Please revise the second full paragraph on pa ge 27 to provide a more detailed discussion
of ConCap’s previous efforts to sell th e Regency Oaks Property in January 2009.

13. Please revise the second full paragraph on page 27 to quantify the amounts of the
Regency Oaks Property’s outstan ding debt and the prepayment penalty.  Also revise the
third full paragraph on page 27 to provide th e same disclosure for the Plantation Gardens
Property.

Reasons for the Merger; Fairne ss of the Transaction, page 29

14. Rule 13e-3 requires each issuer and affiliate di rectly or indirectly engaged in the going
private transaction to furnish the requir ed disclosures regarding substantive and
procedural fairness to the company’s unaffiliated limited partners.  For guidance, please
refer to Question 117.02 of the Division of  Corporation Finance’s Compliance and
Disclosure Interpretations of Exchange Act Rule 13e-3 and related Schedule 13E-3.  In
that regard, we note that you ha ve not provided this disclosure for any filing person other
than ConCap, and that ConCap concluded that  the proposed merger is  fair to “the CCIP
limited partners,” rather than unaffiliated limite d partners.  Please revi se to provide this
information for each filing person; each filer mu st independently disclose its belief as to
whether the transaction is substantively and procedural ly fair to the company’s
unaffiliated limited partners and provide the basis for the belief provided.  See Item 1014
of Regulation M-A.  Please note that if a filing person has based its fairness
determination on the analysis of factors undertaken by others, the filing person must expressly adopt this analysis and discussion as  its own in order to satisfy the disclosure
obligation of Item 1014(b) of Regulation M- A.  Refer to Question Nos. 20 and 21 of
Exchange Act Release No. 34-17719 (April 13, 1981).
15. The recommendation and analysis does not appe ar to address the factors described in
Instruction 2 to Item 1014, or explain in detail why such factors were not deemed
material or relevant.  The f actors listed in Instruction 2 to Item 1014 of Regulation M-A
are generally relevant to a filing person’s fa irness determination and should be discussed
in reasonable detail.  See Question Nos. 20 and 21 of the Exchange Act Release No. 34-17719 (April 13, 1981).  Please revise.  Please note  that this comment applies to all filing
persons.
16. Please revise to discuss how each filing person was able to arrive at the conclusion of
fairness given the absence of the factors listed in Item 1014(c) and (d) of Regulation M-
A.
   17. Although we note the consideration by the filing persons of the mandatory termination of
the partnership in 2011, please clarify furthe r the reasons each filing person chose to
undertake the going pr ivate transaction at this time  as opposed to other times in the
company’s operating history.  See Item 1013(c) of Regulation M-A.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 5  18. Item 1013(d) of Regulation M-A requires a reasonably detailed discussion of the benefits and detriments of the transaction to the comp any, its affiliates and unaffiliated security
holders, and the benefits and detriments must  be quantified to the extent practicable.
Further, the description must include, but not be limited to, the effect of the Rule 13e-3
transaction on each affiliate’s interest in the net book value and net earnings of the
partnership in terms of both dollar amounts and percentages.  Please re vise to include this
disclosure.  See Instruction 2 and Instruc tion 3 to Item 1013 of Regulation M-A.

19. Please revise the final paragraph of this secti on to include a more de tailed explanation of
why you determined that the benefits of the proposed merger outweighed the costs and risks.  See Item 1014(b) of Regulation M-A.
 Determination of Merger Consideration, page 30

 20. In the carryover paragraph on page 31, you state that since the liabilities attributable to
the properties (including mortga ge debt and estimated prepay ment penalties) exceed the
appraised values of the propert ies and other partnership asse ts, ConCap determined that
there would not be any remaining net procee ds available for distribution to the limited
partners; nevertheless, Aimco OP and ConC ap determined that unaffiliated limited
partners would receive an aggregate of $200,000.   Please explain why this dollar amount
was chosen and clarify furt her how it was determined.

Waiver and Release and Add itional Consideration, page 32

 21. Please revise to discuss the process that lead  to your decision to offer $2.16 per unit for
the release, and how you dete rmined the amount itself.
 22. Please revise to clarify wherever the waiver and release are discussed, that such waiver
and release do not apply to claims security hol ders may have against the registrants under
the federal securities laws.
 The Appraisals, page 33

 23. Please revise the last paragraph on page 33 to  explain why CRA used the discounted cash
flow and direct capitalization methods to es timate a value for the Sterling Property, but
only used the direct capitali zation method to estimate a value for the Plantation Gardens
Property and the Regency Oaks Property.
24. Please revise your disclosure on pages 33, 35 through 36, and 38 through 39 to explain
why CRA utilized the assumptions listed in bullet points.
25. Wherever you discuss the valuation under sa les comparison approach, provide a more
detailed discussion of the comparable transa ctions considered, and disclose whether any
sales were excluded from the comparison and why they were excluded.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 6  26. Please revise the second full paragraph on page 37 to explain what is meant by an EGIM analysis.

Expenses and Fees and Sources of Funds, page 42

27. On page 42, you state that you could use draw ings under your revolving credit facility to
pay for the merger.  In that regard, it app ears disclosure pursuant to Item 1007(d) of
Regulation M-A is required.  Please revise your document accordingly, or explain to us why Item 1007(d) is not applicable.  If you provide disc losure responsive to Item
1007(d), please file the credit facility as an exhibit to your Schedule 13E-3.  See Item 1016(b) of Regulation M-A.

Election Forms, page 44

28. We refer to the cover page in which you advise security holders who are unaffiliated with Aimco OP of the opportunity to receive an  additional $2.31 in exchange for signing a
waiver and release form.  Throughout the re mainder of the disclosure, however, the
referenced amount is $2.16.  Pleas e reconcile this inconsistency.

29. We note disclosure on page 33 that provides ex tensive disclosure regarding the nature of
the claims to which the waiver and release apply.  Please revise to provide a cross
reference to the more detailed disclosure on page 32 and as noted in a prior comment,
revise to clarify that such waiver and rele ase does not preclude security holders from
pursuing claims they may have against the re gistrant under the fede ral securities laws.

Certain United States Federal Income Tax Matters, page 66

30. On page 66, you state that you have included a general summary of “certain” material United States federal income tax consequences.  Please revise to discuss all material federal income taxes and to remove the suggestion that your disclosure  is not materially
complete.  See Item 1004(a)(1)(xii) of Re gulation M-A.

31. Please revise to discuss the federal tax consequences of the Rule 13e-3 transaction on all Rule 13e-3 filing persons.  See Item 1013(d) of Regulation M-A.

Where You Can Find Additional Information, page 94

 32. Please refer to the second paragraph on page  94.  Neither Rule 13e-3 nor Schedule 13E-3
permit general “forward incorporation” of docum ents to be filed in the future.  Rather,
you must specifically amend your document to specifically list any such filings.  Please
revise.

John Bezzant
Apartment Investment and Management Company
October 15, 2010 Page 7  33. Please note that the safe harbor provisions of the Private S ecurities Litigation Reform Act
of 1995 are not available to statements ma de in connection with a going private
transaction.  Refer to Exchange Act S ection 21E(b)(1)(E) and Question and Answer
117.05 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations for Going Private Transacti ons, Exchange Act Rule 13e-3 and Schedule
13E-3.  Please revise this section to include  disclosure stating that the safe harbor
provisions in the Forms 10-K and Forms 10-Q incorporated by reference into the registration statement, or a nnexed to the registration statement, do not apply to any
forward-looking statements the company ma kes in connection with the going private
transaction.  Please also refrai n from referring to such safe harbor provisions in any
future filings, p