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corresp

[SASM&F Letterhead]

October 22, 2010

 VIA EDGAR

Tom Kluck, Branch Chief

Adam F. Turk, Attorney-Advisor

Division of Corporation Finance

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:

    Consolidated Capital Institutional Properties, LP

Schedule 13E-3

Filed on September 14, 2010-10-18 File No. 005-47009

    Aimco Properties, LP

Form S-4

Filed September 14, 2010

File No. 333-169353-01

Gentlemen:

          On behalf of Consolidated Capital Institutional Properties, LP, a Delaware limited partnership
(“CCIP”), and Aimco Properties, L.P., a Delaware limited partnership (the “Aimco OP”), we are
submitting this letter in response to your letter to John Bezzant, dated October 15, 2010,
regarding CCIP’s Schedule 13E-3, file No. 005-47009, filed with the Securities and Exchange
Commission (the “Commission”) on September 14, 2010
(the “Schedule 13E-3”), and Aimco OP’s
Registration Statement on Form S-4, file No. 333-169353-01, filed with the Commission on September
14, 2010 (the “Form S-4”).

          For your convenience, your comments are set forth below, followed by the Company’s responses.
References to page numbers correspond to the page numbers in the Schedule 13E-3 or Form S-4, as
applicable.

    1.

    Rule 13e-3 requires that each affiliate engaged in a going private transaction file a
Schedule 13E-3 and furnish the required disclosures. Based on information contained in the
Schedule 13D/A filed by Aimco OP and affiliates on September 9,2010, it would appear that
additional affiliated 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

October 22, 2010

Page 2

    River
Properties, L.L.C are not included as filing parties. 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 Disclosure
Interpretations of Going Private Transactions, Exchange Act Rule 13e-3, and Schedule 13E-3.

     Response: We have revised the Schedule 13E-3 to include AIMCO IPLP, L.P., Cooper River
Properties, L.L.C. and Reedy River Properties, L.L.C. as filing parties.

    2.

    Please note that each new filing person must individually comply with the filing,
dissemination and disclosure requirements of Schedule 13E-3. Therefore, please revise the
disclosure to include all of the information 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 whether 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 regard, the reasons for
the transaction and the alternatives considered by these affiliates may be different 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 adopt 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.

    Response: We have revised the disclosure as requested.

    3.

    Please revise to ensure that all disclosure required by Schedule 13E-3 is included in the
disclosure document (i.e., the prospectus included as part of the registration statement)
delivered to the limited partners. For example, portions of disclosure 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 registration statement itself. Please revise the registration statement accordingly.

    Response: We have revised the disclosure as requested.

    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.

    Response: We have revised the disclosure as requested.

October 22, 2010

Page 3

    5.

    Please revise so that the information required 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)(I)(ii).

    Response: We have revised the disclosure as requested.

    6.

    Please confirm that you have included all applicable disclosure required by Items 901 through
915 of Regulation S-K. Alternatively, please tell us which exemption you are relying upon
under Item 901(c).

    Response:  We have revised the disclosure to include
all applicable disclosure required by Items 901 through 915 of
Regulation S-K.

Summary, page 1

    7.

    Please revise the summary term sheet to briefly 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.

    Response: We have revised the disclosure as requested.

Selected Summary Historical Financial Data of CCIP page 16

    8.

    We note that you have incorporated your financial statements by reference, but have not
included all of the summarized financial information 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,
noncurrent assets, current liabilities, noncurrent liabilities, and ratio of earnings to fixed
charges. Please revise the registration statement to provide all disclosure required by Item
1010(c) of Regulation M-A.

     Response: Please note that, in accordance with Section 1-02(bb)(1) of Regulation S-X,
classified balance sheets are normally not presented for real estate companies such as CCIP.
Please also note that the selected summary historical financial data already includes CCIP’s
deficit of earnings to fixed charges and book value per limited partnership unit.

The Merger, page 26

Background and Reasons for the Merger, page 26

October 22, 2010

Page 4

    9.

    Please revise this section to further describe each contact, meeting, or negotiation that
took place and the substance of the discussions or negotiations at each meeting. Please
identify any advisors or other counsel and the members of management who were present at each
meeting. In addition, each presentation, 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 reasonably detailed description meeting the
requirements of Item 1015 of Regulation 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.

    Response: We have revised the disclosure as requested.

    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 appraisal value determined by CRA.

    Response: We have revised the disclosure as requested.

    11.

    Please revise the first full paragraph on page 27 to explain why Mr. Bezzant discussed with
Mr. McCandless the possibility of Aimco OP acquiring the Plantation Gardens Property from
CCIP.

    Response: We have revised the disclosure as requested.

    12.

    Please revise the second full paragraph on page 27 to provide a more detailed discussion of
ConCap’s previous efforts to sell the Regency Oaks Property in January 2009.

    Response: We have revised the disclosure as requested.

    13.

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

    Response: We have revised the disclosure as requested.

Reasons for the Merger; Fairness of the Transaction, page 29

October 22, 2010

Page 5

    14.

    Rule 13e-3 requires each issuer and affiliate directly or indirectly engaged in the going
private transaction to furnish the required 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 have 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 limited partners. Please revise to provide this information for each filing
person; each filer must independently disclose its belief as to whether the transaction is
substantively and procedurally 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).

    Response: We have revised the disclosure as requested.

    15.

    The recommendation and analysis does not appear 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 factors listed in Instruction 2 to Item 1014 of Regulation M-A are generally
relevant to a filing person’s fairness 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.

    Response: We have revised the disclosure as requested.

    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 MA.

    Response: We have revised the disclosure as requested.

    17.

    Although we note the consideration by the filing persons of the mandatory termination of the
partnership in 2011, please clarify further the reasons each filing person chose to undertake
the going private transaction at this time as opposed to other times in the company’s
operating history. See Item 1013(c) of Regulation M-A.

    Response: We have revised the disclosure as requested.

October 22, 2010

Page 6

    18.

    Item 1013(d) of Regulation M-A requires a reasonably detailed discussion of the benefits and
detriments of the transaction to the company, 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 revise to include this
disclosure. See Instruction 2 and Instruction 3 to Item 1013 of Regulation M-A.

    Response: We have revised the disclosure as requested.

    19.

    Please revise the final paragraph of this section to include a more detailed 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.

    Response: We have revised the disclosure as requested.

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 mortgage debt and estimated prepayment penalties) exceed the
appraised values of the properties and other partnership assets. ConCap determined that there
would not be any remaining net proceeds available for distribution to the limited partners;
nevertheless, Aimco OP and ConCap determined that unaffiliated limited partners would receive
an aggregate of $200,000. Please explain why this dollar amount was chosen and clarify further
how it was determined.

    Response: We have revised the disclosure as requested.

Waiver and Release and Additional 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 determined the amount itself.

    Response: We have revised the disclosure as requested.

    22.

    Please revise to clarify wherever the waiver and release are discussed, that such waiver and
release do not apply to claims security holders may have against the registrants under the
federal securities laws.

    Response: We have revised the disclosure as requested.

October 22, 2010

Page 7

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 estimate a value for the Sterling Property, but only used
the direct capitalization method to estimate a value for the Plantation Gardens Property and
the Regency Oaks Property.

    Response: We have revised the disclosure as requested.

    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.

     Response: We note that the S-4 includes disclosure describing the basic parameters
that CRA followed in connection with the assumptions it employed to determine the value of each
property under the income capitalization approach. In response to your letter, we have also added
additional disclosure explaining why CRA utilized the assumptions it did with respect to each
property.

    25.

    Wherever you discuss the valuation under sales comparison approach, provide a more detailed
discussion of the comparable transactions considered, and disclose whether any sales were
excluded from the comparison and why they were excluded.

    Response: We have revised the disclosure as requested.

    26.

    Please revise the second full paragraph on page 37 to explain what is meant by an EGIM
analysis.

    Response: We have revised the disclosure as requested.

Expenses and Fees and Sources of funds, page 42

    27.

    On page 42, you state that you could use drawings under your revolving credit facility to pay
for the merger. In that regard, it appears 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 disclosure 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.

October 22, 2010

Page 8

    Response: We have revised the disclosure as requested.

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