Consolidated Capital Institutional Properties 2 – ‘DEFR14A’ on 10/18/01

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Amendment No. 1 to Definitive Proxy Statement         29±   109K 

Document Table of Contents

SCHEDULE 14A    
(RULE 14a-101)    

INFORMATION REQUIRED IN PROXY STATEMENT     

SCHEDULE 14A INFORMATION    
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES     
EXCHANGE ACT OF 1934    
(Amendment No. 1)     

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [ ]                                  

Check the appropriate box:                                                      

[ ] Preliminary Proxy Statement               [ ] Confidential, for Use of the  
                                       Commission Only (as
                                                  permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement                                                  
[ ] Definitive Additional Materials                                             
[ ] Soliciting Material Pursuant to Rule 14a-12                                 

Consolidated Capital Institutional Properties/2     
 ...............................................................................
(Name of Registrant as Specified in Its Charter)    

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(Name of Person(s) Filing Proxy Statement if other than the Registrant)     

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[ ]   Filing Party:                                                       
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[ ]   Date Filed:                                                         
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CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2     
Colorado Center, Tower Two    
2000 South Colorado Boulevard, Suite 2-1000     
Denver, Colorado 80222    

CONSENT SOLICITATION STATEMENT    
----------------    

This Consent Statement is being furnished to limited partners (the  
"Limited Partners") of Consolidated Capital Institutional Properties/2, a       
California limited partnership (the "Partnership"), in connection with the      
approval of amendments (the "Amendments") to the Partnership's Agreement of     
Limited Partnership in order to authorize the Partnership to, either            
directly or indirectly through single-purpose wholly-owned entities,            
acquire, own, improve, manage, operate, lease, finance, refinance, sell and     
exchange any real property acquired as a result of any transaction under a      
Master Loan with Consolidated Capital Equity Partners/Two, L.P. ("CCEP/2")      
or any transaction involving property acquired from CCEP/2 that is intended     
to qualify as a like-kind exchange under Section 1031 of the Internal           
Revenue Code of 1986, as amended (the "Code"). The Amendments will also         
modify the Partnership's Agreement of Limited Partnership in order to           
comply with certain United States Federal income tax requirements. The          
Amendments will not materially effect the distributions and allocations of      
the Partnership's income to the Limited Partners.                               

Currently, the Partnership's Agreement of Limited Partnership       
provides that the Partnership can engage in the business of holding the         
Master Loan made to CCEP/2, which is secured by mortgages, deeds of trust       
and related documents encumbering the real property owned by CCEP/2, but it     
does not contain any provisions relating to the ownership of real property.     
The General Partner currently intends to have all the properties held by        
CCEP/2 transferred to the Partnership (or single-purpose wholly-owned           
entities) through deeds in lieu of foreclosure.                                 

THE GENERAL PARTNER RECOMMENDS THAT LIMITED PARTNERS CONSENT TO THE 
AMENDMENTS. The General Partner believes the Amendments provide significant     
advantages to the Partnership. The Amendments will make it possible for the     
Partnership to fully realize the benefits of its exercise of any of its         
remedies under the Master Loan.                                                 

 This consent solicitation is being made by ConCap Equities, Inc., the
general partner of the Partnership (the "General Partner" and, together         
with the Limited Partners, the "Partners"), on behalf of the Partnership.       
This Consent Solicitation Statement, and the accompanying form of Consent       
of Limited Partner (the "Consent Form"), are intended to first be mailed to     
Limited Partners on or about October 18, 2001.                                  

THE AMENDMENTS WILL BECOME EFFECTIVE UPON THE GENERAL PARTNER       
RECEIVING CONSENTS FROM LIMITED PARTNERS HOLDING MORE THAN 50% OF THE           
OUTSTANDING UNITS OF LIMITED PARTNERSHIP INTEREST IN THE PARTNERSHIP            
("UNITS"). Affiliates of the General Partner hold approximately 47.45% of       
the Units and will consent to the Amendments. Accordingly, the consent of       
other Limited Partners holding at least 2.55% of the Units will be needed       
to approve the Amendments.                                                      

See "Risk Factors" beginning on page 3 of this Information    
 Statement for a description of the risk factors that you should
consider in connection with the Amendments, including the     
following:                                                    

o        The Amendments will enable the General Partner to    
           acquire, own, improve, manage, operate, lease, finance,
          sell and exchange real property for the benefit of the
         Partnership without approval of the Limited Partners.

o        If the Partnership acquires real properties, the     
         Partnership will be subject to all the usual risks of
  owning real property, such as general economic
          conditions, competition, increases in operating costs,
     changes in governmental regulations, tax laws and
        interest rates, and the relative illiquidity of real
estate investments.                         

o        If the Partnership acquires the properties, the      
             properties may generate unrelated business taxable income
           and may have other adverse tax consequences for pension
          funds, Keogh plans, individual retirement accounts and
        other tax-exempt Limited Partners, including foreign
Limited Partners.                           

  o        The General partner and its affiliates have substantial
         conflicts of interest with respect to the Amendments.
      Continuation of the Partnership will result in the
            General Partner and its affiliates continuing to receive
    management fees from the Partnership and CCEP/2.

 If you have any questions or require any assistance in completing and
returning the Consent Form, please contact our Information Agent, River         
Oaks Partnership Services, Inc., by mail at P.O. Box 2065, South                
Hackensack, New Jersey 07606-2065; by overnight courier service at 111          
Commerce Road, Carlstadt, New Jersey 07072--Attention: Reorganization           
Department; by fax at (201) 460-2889 or by telephone at (888) 349-2005.         

Risk Factors                                                                    

The following sets forth the risks and disadvantages to you of the  
adoption of the Amendments. You should carefully review these risks:            

The Amendments will expand the Partnership's authority. The         
Amendments will expand the Partnership's powers and authority. The              
Partnership's Agreement of Limited Partnership currently limits the             
Partnership's activities to owning the Master Loan made to CCEP/2 and does      
not contain any provisions relating to the ownership of real property. The      
Amendments will add provisions to the Partnership Agreement specifically        
authorizing the Partnership to acquire, own, improve, manage, operate,          
lease, finance, refinance, sell and exchange real property it may acquire       
pursuant to the Master Loan, and engage in transactions intended to qualify     
as like-kind exchanges under Section 1031 of the Internal Revenue Code. If      
the Amendments are adopted, the expanded authority of the Partnership could     
be exercised by the General Partner without further approval of the Limited     
Partners.                                                                       

The Amendments will Subject the Partnership to risks of ownership of
real property. Acquiring CCEP/2's properties will change the nature of the      
Partnership from one holding the Master Loan, which is secured by real          
property, to one directly holding real property. Upon acquiring such            
properties, the Partnership will be subject to all the usual risks of           
owning real property, which include:                                            

o         the general economic climate;                         

o         competition from other apartment communities and      
alternative housing;                        

  o         local conditions, such as an increase in unemployment or
            an oversupply of apartments, that might adversely affect
apartment occupancy or rental rates;        

  o         changes in governmental regulations and the related cost
of compliance;                              

o         increases in operating costs (including real estate   
            taxes) due to inflation and other factors, which may not
necessarily be offset by increased rents;   

o         changes in tax laws and housing laws, including the   
           enactment of rent control laws or other laws regulating
multifamily housing;                        

o         changes in interest rates and the availability of     
financing; and                              

o         the relative illiquidity of real estate investments.  

The Amendments may have adverse tax consequences for tax-exempt     
Limited Partners. It is expected that the Partnership's acquisition and         
ownership of the properties held by CCEP/2 will generate unrelated business     
taxable income and may have other adverse tax consequences for pension          
funds, Keogh plans, individual retirement accounts and other tax-exempt         
Limited Partners. In addition, for certain types of Exempt Organizations        
(as defined herein) such as charitable remainder annuity trusts and             
charitable remainder unitrusts, the receipt of any "unrelated business          
taxable income" ("UBTI") may have material adverse consequences, such as        
causing all of their income from all sources in that year to be taxable.        
Accordingly, such Limited Partners are urged to consult their tax advisors      
concerning the possible United States Federal, state and local consequences     
resulting from the Amendments and the Partnership's acquisition of such         
properties.                                                                     

 The Amendments make continuation of the Partnership more likely, with
no time frame regarding a sale of any properties. The General Partner is        
proposing to continue to operate the Partnership and has no intention to        
liquidate the Partnership at the present time. Thus, the Amendments will        
reduce the likelihood that a Limited Partner would receive the return of        
his or her investment in the Partnership through a sale of any property         
owned by CCEP/2. The prospectus, pursuant to which the Partnership sold its     
Units in 1983, indicated that it was expected that most properties held by      
CCEP/2 would be sold within 12 years of their acquisition, depending upon       
the then current real estate and money markets, economic climate and income     
tax consequences to the Partners. It is not known when any property which       
may be acquired by the Partnership from CCEP/2 may be sold. There may be no     
way to liquidate your investment in the Partnership in the future until all     
properties securing the Master Loan are sold. Upon obtaining any property,      
the General Partner of the Partnership will consider whether a property         
should be sold or otherwise disposed of after considering the relevant          
factors, with a view to achieving maximum capital appreciation for the          
Partnership. In particular, the General Partner will consider the local         
rental market, the potential for appreciation in the value of each property     
and the tax consequences to the Partners of a sale of a property. The           
General Partner cannot predict when any property will be sold or otherwise      
disposed of. You may not be able to liquidate your investment in the            
Partnership until the termination of the Partnership in December 31, 2013,      
or if the termination date is extended, until such extended date.               

The General Partner and its affiliates have substantial conflicts of
interest with respect to the Amendments. Continuation of the Partnership        
through its original termination date of 2013 will result in the General        
Partner and its affiliates continuing to receive management fees from the       
Partnership and CCEP/2. Some of these fees would not be paid if the             
Partnership was liquidated earlier. The combined partnership and property       
management fees (including reimbursement for expenses) paid to the General      
Partner and its affiliates in 2000 were $444,000 by the Partnership and         
$772,000 by CCEP/2. There are no current plans by the Partnership to change     
the existing management fee and expense reimbursement arrangements. With        
the Amendments, management fees and expense reimbursements are expected to      
continue until the Partnership is terminated.                                   

Like-Kind Exchanges permitted by the Amendments pose risks. The     
Amendments would allow the Partnership to engage in like-kind exchanges of      
any real property acquired from CCEP/2 for replacement property in              
transactions in which the General Partner intends to meet the requirements      
of Section 1031 of the Internal Revenue Code. Any such transaction could be     
subject to substantial risks, such as:                                          

o         the possibility that the like-kind exchange may not   
      comply with Section 1031, resulting in the Limited
     Partners' inability to defer taxable gain on such
exchange;                                   

  o         the absence of any requirement to seek Limited Partners'
       approval to engage in specific like-kind exchanges;

 o         the possibility that transfer, sales and/or other taxes
may be imposed on any like-kind exchange;   

   o         the possibility that a like-kind replacement property may
           generate income without the ability of depreciation and
other deductions to offset such income;     

o         the possibility that operations from any replacement  
    property may not generate any distributions; and

   o        the usual risk of owning and holding real property, such
     as competition, the need to repair or upgrade the
     property, and the desirability of the property to
potential tenants.                          

 There is no established market for the Units. There may be no way for
you to liquidate your Units until all properties currently held by CCEP/2       
are sold and the Partnership liquidates.                                        

Consents Required; Effectiveness of the Amendments                              

Only Limited Partners may execute and deliver a Consent Form. The   
Agreement of Limited Partnership requires that a majority in interest of        
the Limited Partners approve the Amendments. Consequently, approval of the      
Amendments requires the affirmative consent of Limited Partners who own         
more than 50% of the Partnership's outstanding Units. As of August 31,          
2001, there were 909,123.6 Units issued and outstanding. Accordingly,           
approval of the Amendments will require the affirmative consent of Limited      
Partners who own at least 454,561.9 Units. Abstentions and broker non-votes     
will not be counted as consents in favor of the Amendments. The Amendments      
will become effective when the General Partner has received valid consents      
from Limited Partners owning at least 454,561.9 Units. Affiliates of the        
General Partner own 431,331.7 of the Units and have indicated they will         
consent to the Amendments. As a result, consents of Limited Partners not        
affiliated with the General Partner who hold at least 2.55% of the Units        
are needed to approve the Amendments.                                           

Solicitation Of Consents                                                        

Consents will be solicited by mail, telephone, e-mail, fax and in   
person. Solicitations may be made by representatives of the General             
Partner, none of whom will receive additional compensation for such             
solicitations. The cost of preparing, assembling, printing and mailing this     
Consent Solicitation Statement and the enclosed Consent Form will be borne      
by the Partnership. The Partnership has retained an Information Agent in        
connection with this consent solicitation. The fees and expenses of the         
Information Agent will be paid by the Partnership.                              

Consent Procedures                                                              

 LIMITED PARTNERS WHO DESIRE TO CONSENT TO THE AMENDMENTS SHOULD DO SO
BY MARKING THE APPROPRIATE BOX ON THE CONSENT FORM INCLUDED HEREWITH, AND       
SIGNING, DATING AND DELIVERING THE CONSENT FORM TO THE GENERAL PARTNER BY       
MAIL IN THE SELF- ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED FOR THAT            
PURPOSE, BY OVERNIGHT COURIER OR BY FACSIMILE AT THE ADDRESS OR FACSIMILE       
NUMBER SET FORTH ON THE CONSENT FORM, ALL IN ACCORDANCE WITH THE                
INSTRUCTIONS CONTAINED HEREIN AND THEREIN.                                      

All Consent Forms that are properly completed, signed and delivered 
to the General Partner and not properly revoked (See "Revocation of             
Instructions" below) prior to the Amendments becoming effective, will be        
given effect in accordance with the specifications thereof. IF A CONSENT        
FORM IS DELIVERED AND NEITHER THE "CONSENTS," THE "WITHHOLDS CONSENT" NOR       
THE "ABSTAINS" BOX IS MARKED, BUT THE CONSENT FORM IS OTHERWISE PROPERLY        
COMPLETED AND SIGNED, THE LIMITED PARTNER WILL BE DEEMED TO HAVE CONSENTED      
TO THE AMENDMENTS.                                                              

Consent Forms must be executed in exactly the same manner as the    
name(s) in which ownership of the Units is registered. If the Units to          
which a Consent Form relates are held by two or more joint holders, all         
such holders should sign the Consent Form. If a Consent Form is signed by a     
trustee, partner, executor, administrator, guardian, attorney-in- fact,         
officer of a corporation or other person acting in a fiduciary, agency or       
representative capacity, such person must so indicate when signing and          
submit with the Consent Form evidence satisfactory to the Partnership of        
authority to execute the Consent Form.                                          

The execution and delivery of a Consent Form will not affect a      
Limited Partner's right to sell or transfer the Units. All Consent Forms        
received by the General Partner (and not properly revoked) prior to the         
time the Amendments become effective, will be effective with respect to the     
Units owned by the Limited Partner who executed such Consent Form,              
notwithstanding a subsequent transfer of such Units, unless the Limited         
Partner who owns the Units revokes such Consent Form prior to the time the      
Amendments become effective by following the procedures set forth under         
"Revocation of Instructions" below.                                             

All questions as to the validity, form and eligibility (including   
time of receipt) regarding consent procedures will be determined by the         
General Partner in its sole discretion, which determination will be             
conclusive and binding. The Partnership reserves the right to reject any or     
all Consent Forms that are not in proper form. The Partnership also             
reserves the right to waive any defects, irregularities or conditions of        
delivery as to particular Consent Forms. Unless waived, all such defects or     
irregularities in connection with the deliveries of Consent Forms must be       
cured within such time as the General Partner determines. Neither the           
General Partner nor any of its affiliates or any other persons shall be         
under any duty to give any notification of any such defects, irregularities     
or waivers, nor shall any of them incur any liability for failure to give       
such notification. Deliveries of Consent Forms will not be deemed to have       
been made until any irregularities or defects therein have been cured or        
waived. The interpretations of the terms and conditions of this                 
solicitation by the General Partner shall be conclusive and binding.            

Revocation of Instructions                                                      

Any Limited Partner who has delivered a Consent Form to the General 
Partner may revoke the instructions set forth in such Consent Form by           
delivering to the General Partner a written notice of revocation prior to       
the Amendments becoming effective. In order to be effective, a notice of        
revocation of the instructions set forth in a Consent Form must (i) contain     
the name of the person who delivered the Consent Form, (ii) be in the form      
of a subsequent Consent Form marked either as "CONSENTS," "WITHHOLDS            
CONSENT" or "ABSTAINS," as the case may be, or in a writing delivered to        
the General Partner stating that the prior Consent Form is revoked, (iii)       
be signed by the Limited Partner in the same manner as the original             
signature on the Consent Form, and (iv) be received by the General Partner      
prior to the Amendments becoming effective, at one of its addresses or fax      
number set forth on the Consent Form. A purported notice of revocation that     
lacks any of the required information, is dispatched to an improper address     
or telephone number or is not received in a timely manner will not be           
effective to revoke the instructions set forth in a Consent Form previously     
given. A revocation of the instructions set forth in a Consent Form can         
only be accomplished in accordance with the foregoing procedures. NO            
LIMITED PARTNER MAY REVOKE THE INSTRUCTIONS SET FORTH IN A CONSENT FORM         
AFTER THE AMENDMENTS HAVE BECOME EFFECTIVE.                                     

No Appraisal Rights                                                             

Limited Partners are not entitled to dissenters' appraisal rights   
under California law or the Partnership's Agreement of Limited Partnership      
in connection with the Amendments.                                              

General Partner's Position with Regard to the Amendments                        

The General Partner believes that the Amendments are fair and in the
best interests of the Partnership and the Limited Partners who are not          
affiliated with the General Partner. In making its determination, the           
General Partner considered the fact that the current Partnership Agreement      
does not contain any provisions relating to the ownership of real property.     
The Amendments will add provisions to the Partnership Agreement authorizing     
the General Partner to acquire, own, improve, manage, lease, operate,           
finance, refinance, sell or exchange any property acquired through the          
exercise of the Partnership's remedies under the Master Loan. The               
Amendments do not affect the requirement of Limited Partners' approval for      
the sale of all or substantially all of the Partnership's assets within a       
twelve-month period. The General Partner has not retained an unaffiliated       
representative to act on behalf of the Limited Partners in connection with      
the Amendments and the proposals contained herein.                              

The Amendments                                                                  

The Amendments will specifically authorize the Partnership, either  
directly or indirectly through single-purpose wholly-owned subsidiaries, to     
acquire, own, improve, manage, operate, lease, finance, refinance, sell and     
exchange real property it may acquire pursuant to the Master Loan as well       
as engage in any other activities and conduct such other business               
incidental to the foregoing as the General Partner may reasonably deem          
necessary or advisable. The Amendments would also allow the Partnership to      
engage in like-kind exchanges intended to qualify as an exchange under          
Section 1031 of the Internal Revenue Code, although the General Partner has     
no present plans or intentions to engage in such exchanges. Therefore, the      
General Partner could exchange, on behalf of the Partnership, real property     
for other real property or could effectively sell real property and buy         
other real property in transactions intended to qualify as like-kind            
exchanges under Section 1031 of the Internal Revenue Code.                      

The Amendments will change the definition of "Surplus Funds" so that
such definition would include proceeds from the sale, financing or              
refinancing of the Partnership's properties and thus allow the General          
Partner to distribute amounts from such activities.                             

In order to comply with certain United States Federal income tax    
requirements, the Amendments will require the Partnership to maintain           
capital accounts and distribute proceeds from the liquidation of the            
Partnership according to each Limited Partner's positive capital account        
balance. These provisions will not materially affect distributions and          
allocations of the Partnership's income to the Limited Partners.                

The text of the Amendments are set forth on Annex I hereto.   

The Master Loan                                                                 

 The Partnership was formed for the benefit of its Limited Partners to
lend funds to a predecessor of CCEP/2. The Partnership loaned funds to          
CCEP/2's predecessor pursuant to a nonrecourse note with a participation        
interest (the "Master Loan"). At December 31, 2000, the recorded investment     
in the Master Loan was considered to be impaired under Statement of             
Financial Accounting Standard No. 114 ("SAS 114"), Accounting by Creditors      
for Impairment of a Loan. The Partnership measures the impairment of the        
Master Loan based upon the fair value of the collateral due to the fact         
that repayment of the Master Loan is expected to be provided solely by the      
collateral. For the year ended December 31, 2000, and the six months ended      
June 30, 2001, the Partnership recorded approximately $1,198,000 and            
$904,000 of interest income based upon "Excess Cash Flow" generated (as         
defined in the terms of the Master Loan).                                       

The fair value of the collateral properties, which on a combined    
basis secure the Master Loan, was determined by obtaining an appraisal by       
an independent third party or by using the net operating income of all of       
the collateral properties capitalized at a rate deemed reasonable for the       
type of property, adjusted for market conditions, the physical condition of     
each property and other factors, and deducting the value of the first           
mortgage loans held on each property which are superior to the Master Loan.     
This methodology has not changed from that used in prior calculations           
performed by the General Partner in determining the fair value of the           
collateral properties. There was no change in the provision for impairment      
loss for the year ended December 31, 2000 or the six months ended June 30,      
2001. The General Partner evaluates the combined net realizable value on a      
semi-annual basis.                                                              

Interest, calculated on the accrual basis, due to the Partnership   
pursuant to the terms of the Master Loan, but not recognized in the             
Partnership's consolidated statements of operations due to the impairment       
of the Master Loan, totaled approximately $23,722,000 for the year ended        
December 31, 2000 and $12,438,000 for the six months ended June 30, 2001.       
Interest income is recognized on the cash basis in accordance with SASF No.     
114. At December 31, 2000 and June 30, 2001, such cumulative unrecognized       
interest totaling approximately $223,972,000 and $236,410,000 was not           
included in the balance of the investment in the Master Loan on the             
Partnership's balance sheet. In addition, three of CCEP/2's four properties     
are collateralized by first mortgages totaling approximately $16,280,000.       
The Master Loan is subordinated to these mortgages and this has been taken      
into consideration in determining the fair value of the Master Loan.            

During the year ended December 31, 2000, and the six months ended   
June 30, 2001, the Partnership received approximately $7,724,000 and            
$72,000 in principal payments on the Master Loan. For the principal             
payments received during 2000, $5,500,000 represented net proceeds from the     
refinancing of three of CCEP/2's properties during 2000 and approximately       
$2,090,000 of funds previously reserved associated with the destruction of      
Village Brooke. The remaining $134,000 for 2000 as well as the $72,000          
received during the first six months of 2001 represents cash received on        
certain investments held by CCEP/2, which are required to be transferred to     
the Partnership pursuant to the Master Loan Agreement.                          

Most of the properties owned by CCEP/2 are subject to nonrecourse   
mortgage notes collateralized by deeds of trust on the real property. The       
mortgage notes require prepayment penalties if repaid prior to maturity.        
All of these notes are senior in terms of payment to the Master Loan.           

On October 3, 2000, CCEP/2 refinanced the mortgage note payable on  
the Windemere Apartments, a 257-unit apartment complex located in Houston,      
Texas. The refinancing replaced mortgage indebtedness of $3,000,000 with a      
new mortgage of $6,075,000. The mortgage was refinanced at a rate of 7.83%      
compared to the prior rate of 7.33%. Payments of approximately $50,000 are      
due on the first day of each month until the loan matures on November 1,        
2010. A balloon payment of approximately $3,905,000 is due at maturity.         

On October 31, 2000, CCEP/2 refinanced the mortgage note payable on 
Highcrest Townhomes, a 176-unit apartment complex located in Wood Ridge,        
Illinois. The refinancing replaced mortgage indebtedness of $4,000,000 with     
a new mortgage of $6,760,000. The mortgage was refinanced at a rate of          
7.72% compared to the prior rate of 7.33%.                                      

Payments of approximately $55,000 are due on the first day of each month        
until the loan matures on February 1, 2010. A balloon payment of                
approximately $4,868,000 is due at maturity.                                    

On December 21, 2000, CCEP/2 refinanced the mortgage note payable on
Canyon Crest Apartments, a 90-unit apartment complex located in Littleton,      
Colorado. The refinancing replaced mortgage indebtedness of $2,000,000 with     
a new mortgage of $3,640,000. The mortgage was refinanced at a rate of          
7.10% compared to the prior rate of 7.33%. Payments of approximately            
$28,000 are due on the first day of each month until the loan matures on        
January 1, 2011. A balloon payment of approximately $2,613,000 is due at        
maturity.                                                                       

During the year ended December 31, 2000, the general partner of     
CCEP/2 determined that it was in the best interest of CCEP/2 to repay the       
mortgage note on Village Brooke, a 333-unit apartment complex in                
Cincinnati, Ohio which was destroyed by a tornado in April 1999.                
Accordingly, funds which had previously been restricted to rebuild the          
property were used to repay the mortgage note of approximately $6,517,000       
which had encumbered the property. It is expected that a construction loan      
will be obtained to finance re-construction of Village Brooke.                  

In connection with the recent mortgages incurred by CCEP/2, the     
Partnership also agreed with the mortgage lenders that it would seek to         
extend its term within approximately the next 27 months to at least             
November 1, 2020. If the Partnership's term is not so extended, which           
extension would require the consent of all Limited Partners, the                
Partnership has agreed to sell the Master Loan. Failure to so extend the        
Partnership's term, or sell the Master Loan if the Partnership's term is        
not so extended, will constitute defaults under CCEP/2's new mortgages. Any     
such sale of the Master Loan may be made to affiliates of the General           
Partner. However, it is expected that any sale to an affiliate of the           
General Partner will be at a price and terms not less favorable than those      
which could be obtained from an independent third party purchaser. The sale     
of the Master Loan may require the approval of the Limited Partners holding     
a majority of the Units. However, if the Partnership successfully               
forecloses on CCEP/2's properties, or obtains deeds in lieu of foreclosure,     
the Master Loan will terminate. CCEP/2 has also agreed to extend its term       
to at least November 1, 2020, or it will be in default under its mortgages.     

 In connection with CCEP/2's new mortgages, the Partnership or certain
affiliates of the General Partner can obtain deeds in lieu of foreclosure       
on the properties securing the Master Loan or otherwise foreclose under the     
Master Loan; provided that (i) title to such properties are placed in the       
Partnership's or such affiliate's name; (ii) such action satisfies the          
indebtedness under the Master Loan and (iii) the mortgage lender is given       
30 days advance notice of such action and the anticipated costs of the          
mortgage lender are paid in advance. Other action to foreclose on the           
properties or seek other remedies for the defaults under the Master Loan        
require the consent of the lender under the mortgages. The General Partner      
intends to seek the voluntary transfer of such properties to the                
Partnership or one or more single-purpose wholly-owned subsidiaries formed      
for that purpose through deeds in lieu of foreclosure.                          

The Master Loan matured in November 2000, and amounted to           
approximately $263,751,000 as of December 31, 2000 and $276,117,000 as of       
June 30, 2001. However, CCEP/2 does not have sufficient liquid assets to        
pay the Master Loan, having only $2,107,000 in cash and cash equivalents as     
of June 30, 2001. Further, the General Partner estimates that the net           
proceeds from a sale of the CCEP/2 properties securing the Master Loan          
would be substantially less than the amount due under the Master Loan. At       
June 30, 2001, CCEP/2's partners' deficit was approximately $281,661,000.       
Although CCEP/2 generated cash from operations of approximately $7,870,000      
during the year ended December 31, 2000, approximately $23,722,000 of           
interest accrued under the Master Loan and approximately $1,198,000 of          
interest was actually paid under the Master Loan.                               

Term of Partnership                                                             

The prospectus pursuant to which the Partnership sold its Units in  
1983 indicated that it was expected that most properties held by CCEP/2         
would be sold within twelve years of acquisition, depending upon real           
estate and money markets, the economic climate and the tax consequences to      
the Partners prevailing at the time. It is not known when any property          
owned by CCEP/2, even if acquired by the Partnership, may be sold and until     
such time the Partnership and CCEP/2 may continue to operate the                
properties. Under the Partnership's Agreement of Limited Partnership, the       
term of the Partnership will continue until December 31, 2013, unless           
sooner terminated as provided in such Agreement or by law. The Partnership      
has agreed with the lender of CCEP/2's three new mortgages that within the      
next 27 months it will either extend its partnership term to at least           
November 1, 2020 or will sell the Master Loan. However, it requires the         
unanimous consent of all of the Partnership's Limited Partners to extend        
the term. CCEP/2 terminates on July 24, 2011 unless sooner terminated under     
CCEP/2's agreement of limited partnership or by law. However, CCEP/2 has        
also agreed to extend within the next 9 months its partnership term through     
at least November 1, 2020.                                                      

The Agreement of Limited Partnership provides that the Partnership  
may be terminated and dissolved upon a vote of Limited Partners who own         
more than 50% of the outstanding Units. The Agreement further provides          
that, upon any such termination, the General Partner shall liquidate the        
Partnership's assets as promptly as possible, but in an orderly and             
businesslike manner so as not to involve any undue sacrifice, and               
distribute the net proceeds therefrom to the Partners as more fully             
provided in the Partnership Agreement.                                          

Investment Objectives and Policies; Sale or Financing of Investments            

If the Partnership acquires any property from CCEP/2, the General   
Partner will evaluate a sale of such property by considering various            
factors, such as the Partnership's financial position and real estate           
market conditions. The General Partner will monitor the properties'             
specific locale and sub-market conditions (including stability of the           
surrounding neighborhood, evaluating current trends, competition, new           
construction and economic changes). If the acquired property is not             
immediately sold, the General Partner will oversee its operating                
performance and evaluate the physical improvement requirements. In              
addition, the financing structure for each property (including any              
prepayment penalties), tax implications, availability of attractive             
mortgage financing, and the investment climate will be considered. Any of       
these factors, and possibly others, could potentially contribute to any         
decision by the General Partner to sell, refinance, upgrade with capital        
improvements or retain a particular property. After taking into account the     
foregoing considerations, the General Partner does not currently intend to      
sell any properties the Partnership may acquire from CCEP/2. However, it is     
possible that the resale market for properties could improve over time,         
making a sale of the properties at some point in the future a more viable       
option than it is currently. The General Partner does not believe that a        
sale of any of such properties at the present time would adequately reflect     
the properties' future prospects. Another significant factor to be              
considered by the General Partner is the likely tax consequences of a sale      
of the properties for cash. Such a transaction may result in tax                
liabilities for certain Limited Partners.                                       

Conflicts of Interest                                                           

The General Partner has substantial conflicts of interest with      
respect to the Amendments. An affiliate of the General Partner manages          
CCEP/2's properties and receives management fees, other fees and                
reimbursement of its expenses. In addition, the General Partner receives        
fees and reimbursement of its expenses for managing the Partnership.            
Therefore, the interests of the General Partner and its affiliates in           
continuing the Partnership are different than those of the Limited Partners     
who may desire to have the Partnership dissolved and liquidated more            
quickly.                                                                        

The following table sets forth, for each of the years indicated,    
compensation paid by the Partnership and CCEP/2 to the General Partner and      
its affiliates. There are no current plans to change the Partnership's          
existing compensation arrangements or distribution policy.                      

                                                        [Enlarge/Download Table]


                    The                                                CCEP/2                                           
                    ---      -------------------------------------------------------------------------------------------
                Partnership                                                                                             
                -----------                                                                                             

                              Reimbursement    Real Estate       Property                    Investment                 
                   Fees &    for Services of    Brokerage       Management     Refinancing    Advisory        Lease     
Year              Expenses     Affiliates      Commissions         Fees            Fees          Fees       Commission  
----              --------     ----------      -----------        ------          ------        ------      ----------  
                                                                                                                        
1998...........   $303,000      $292,000       $        0       $696,000       $      0       $173,000       $381,000   
1999...........    217,000       237,000        1,581,000        304,000              0        178,000              0   
2000...........    444,000       172,000                0        257,000        165,000        178,000              0   

 Affiliates of the General Partner are entitled to receive 5% of gross
receipts from all of the residential properties for providing property          
management services. In addition, prior to October 1, 1998, affiliates of       
the General Partner were entitled to receive varying percentages of gross       
receipts from all the Partnership's commercial properties for providing         
property management services. Effective October 1, 1998, these services for     
the commercial properties were provided by an unrelated party and such          
properties have been sold.                                                      

CCEP/2 is subject to an investment advisory agreement with an       
affiliate of the General Partner. This agreement provides for an annual         
fee, payable in monthly installments, to an affiliate of the General            
Partner for advising and consulting services for CCEP/2's properties.           

The General Partner of the Partnership and the general partner of   
CCEP/2 are both indirect wholly-owned subsidiaries of Apartment Investment      
and Management Company ("AIMCO"). Because AIMCO, the Partnership and CCEP/2     
each invest in apartment properties, these properties may compete with one      
another for tenants. Furthermore, Limited Partners should bear in mind that     
AIMCO may in the future acquire properties in general market areas where        
the Partnership's and CCEP/2's properties are located. It is believed that      
this concentration of properties in a general market area will facilitate       
overall operations through collective advertising efforts and other             
operational efficiencies. In managing AIMCO's properties, AIMCO will            
attempt to reduce such conflicts between competing properties by referring      
prospective customers to the property considered to be most conveniently        
located for the customer's needs.                                               

The Partnership's Agreement of Limited Partnership provides that the
General Partner is responsible for the management and operation of the          
Partnership, subject to certain limitations set forth in the Partnership        
Agreement. Such limitations include, but are not limited to (i) a               
limitation on related party agreements and (ii) restrictions on the General     
Partner's ability to act on behalf of the Partnership without the consent       
of the Limited Partners in connection with the sale of all or substantially     
all of the Partnership's assets within a twelve-month period. The General       
Partner is subject to the fiduciary duties it owes to the Partnership and       
the Limited Partners. Beyond these provisions, there are no contractual         
restrictions on the General Partner in dealing with the Partnership, either     
as a general partner or a limited partner. Further, there are no other          
contractual restrictions on the voting rights of the General Partner and        
its affiliates with respect to Units held by such parties. Since the            
General Partner and its affiliates own approximately 47% of the outstanding     
Units, they can substantially influence the vote of the Limited Partners on     
any matter with respect to which the Limited Partners are entitled to vote      
and which requires a majority vote.                                             

Fiduciary Duties; Indemnification                                               

 California law requires a general partner to adhere to fiduciary duty
standards under which it owes its limited partners a duty of loyalty and a      
duty of care. This generally prohibits a general partner from competing         
with a partnership in the conduct of the partnership's business on behalf       
of a party having an interest adverse to the partnership and requires the       
general partner to exercise any right consistent with the obligation of         
good faith and fair dealing and free of gross negligence, reckless conduct,     
intentional misconduct or known violations of law. A partnership agreement      
(a) may not eliminate the duty of loyalty, but, if not manifestly               
unreasonable, it may either identify specific activities that do not            
violate the duty of loyalty or allow for all of the partners (or some           
percentage identified in the partnership agreement) to authorize or ratify,     
after full disclosure of all material facts, a specific act or transaction      
that otherwise would violate that duty and (b) may contain provisions           
releasing a partner from liability for actions taken in good faith and in       
the honest belief that the actions are in the best interest of the              
partnership, while indemnifying the partner against any good faith belief       
that he or she has the power to act. Further, a partner does not violate        
such duties because the partner's conduct furthers the partner's own            
interest.                                                                       

The Partnership's Agreement of Limited Partnership provides that,   
except in the case of negligence or misconduct, the General Partner and its     
affiliates or agents acting on its behalf shall not be liable, responsible      
or accountable in damages or otherwise to the Partnership (in any action,       
including a Partnership derivative suit) or to any of the Limited Partners      
for doing any act or failing to do any act, the effect of which may cause       
or result in loss or damage to the Partnership, if done in good faith to        
promote the best interests of the Partnership. The General Partner and its      
affiliates or agents shall be entitled to be indemnified by the Partnership     
from the assets of the Partnership, or as an expense of the Partnership,        
but not from the Limited Partners, against any liability or loss, as a          
result of any claim or legal proceeding (whether or not the same proceeds       
to judgment or is settled or otherwise brought to a conclusion) relating to     
the performance or non-performance of any act concerning the activities of      
the Partnership except in the case where the General Partner or its             
affiliates or agents are guilty of bad faith, negligence, misconduct or         
reckless disregard of duty, provided such act or omission was done in good      
faith to promote the best interests of the Partnership. The indemnification     
shall include the payment of reasonable attorneys' fees and other expenses      
(not limited to taxable costs) incurred in settling or defending any            
claims, threatened action or finally adjudicated legal proceedings.             

The Partnership's Agreement of Limited Partnership provides that,   
notwithstanding the foregoing, neither the General Partner nor any officer,     
director, employee, agent, subsidiary or assign of the General Partner, its     
affiliates, or CCEP/2 shall be indemnified from any liability, loss or          
damage incurred by them in connection with (i) any claim or settlement          
involving allegations that the Securities Act of 1933 was violated by the       
General Partner or by any such other person or entity unless: (a) the           
General Partner or other persons or entities seeking indemnification are        
successful in defending such action and (b) such indemnification is             
specifically approved by a court of law which shall have been advised as to     
the current position of both the Securities and Exchange Commission and the     
California Commissioner of Corporations regarding indemnification for           
violations of securities law; or (ii) any liability imposed by law,             
including liability for fraud, bad faith or negligence.                         

Certain Federal Income Tax Considerations                                       

The following is a summary of certain United States Federal income  
tax consequences of an investment in the Partnership as a Limited Partner       
if the Amendments are approved and the Partnership acquires properties          
currently held by CCEP/2. This summary is based upon the Internal Revenue       
Code of 1986, as amended (the "Code"), Treasury Regulations, rulings issued     
by the Internal Revenue Service ("IRS"), and judicial decisions, all as in      
effect as of the date of this Consent Solicitation Statement and all of         
which are subject to change or differing interpretations, possibly with         
retroactive effect. This summary is for general information only and does       
not address all aspects of United States Federal income taxation that may       
be relevant in the particular circumstances of each Limited Partner or          
Limited Partners subject to special treatment under the Code (including for     
example, financial institutions, broker-dealers, corporations, Limited          
Partners subject to the alternative minimum tax and, except to the extent       
discussed below, tax-exempt organizations and foreign investors, as             
determined for United States Federal income tax purposes). In addition,         
this discussion does not address all aspects of state, local, or foreign        
tax consequences. This summary assumes that Limited Partners hold their         
Units as capital assets (generally, property held for investment). No           
opinion of counsel or ruling from the IRS will be requested with respect to     
the United States Federal income tax consequences of an investment in the       
Partnership, and as such, there can be no assurances that the IRS will          
agree with the summary set forth herein.                                        

THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE APPROVAL OF
THE AMENDMENTS AND THE ACQUISITION OF THE PROPERTIES CURRENTLY HELD BY          
CCEP/2 TO LIMITED PARTNERS DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF       
FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF UNITED STATES FEDERAL         
INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE.      
ACCORDINGLY, EACH LIMITED PARTNER IS URGED TO CONSULT ITS TAX ADVISOR           
REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE         
AMENDMENTS AND THE ACQUISITION OF THE PROPERTIES HELD BY CCEP/2.                

 Partnership Status. The General Partner believes that the Partnership
is, and will continue to be, classified and taxed as a partnership and not      
as a publicly traded partnership taxable as a corporation for United States     
Federal income tax purposes. The following summary assumes that the             
Partnership is classified and taxed as a partnership for United States          
Federal income tax purposes.                                                    

Taxation of Exempt Organizations. Special United States Federal     
income tax considerations apply to Limited Partners, such as individual         
retirement accounts, Keogh plans, and certain corporate pension/profit          
sharing plans, that are exempt from United States Federal income taxation       
under Section 501(a) of the Code ("Exempt Organizations").                      

Exempt Organizations are subject to United States Federal income tax
on their UBTI, generally income or gain derived (either directly or through     
partnerships) from a trade or business, the conduct of which is                 
substantially unrelated to the exercise or performance of the                   
organization's exempt purpose or function. In general, certain types of         
income, including rents from real property, are excluded from the               
calculation of UBTI. However, "unrelated debt-financed income", including       
rents from real property, derived from debt-financed property generally         
will be included in UBTI. "Unrelated debt-financed income" generally            
consists of (i) income derived by an Exempt Organization (directly or           
through a partnership) from income-producing property with respect to which     
there is "acquisition indebtedness" at any time during the taxable year,        
and (ii) gains derived by an Exempt Organization (directly or through a         
partnership) from the disposition of property with respect to which there       
is "acquisition indebtedness" at any time during the twelve-month period        
ending with the date of such disposition. In addition, for certain types of     
Exempt Organizations such as charitable remainder annuity trusts and            
charitable remainder unitrusts, the receipt of any UBTI may have material       
adverse consequences, such as causing all of their income from all sources      
in that year to be taxable. If the Partnership acquires the properties held     
by CCEP/2 subject to their mortgages, the amount of the indebtedness            
secured by the mortgages will be treated as acquisition indebtedness. In        
such event, all or a portion of the Partnership's income derived by a           
Limited Partner that is an Exempt Organization will constitute UBTI, unless     
the Limited Partner qualifies for an exemption from the unrelated               
debt-financed income rules.                                                     

Certain categories of Exempt Organizations ("Qualified              
Organizations") may qualify for an exemption from the unrelated                 
debt-financed income rules for indebtedness incurred by the Qualified           
Organizations in acquiring real property (either directly or through            
partnerships). "Qualified Organizations" include qualified trusts under         
Section 401, but do not include other Exempt Organizations described in         
Section 501(c) (other than Section 501(c)(25)) or Individual Retirement         
Accounts. This exemption would be available to a Qualified Organization         
with regard to indebtedness incurred by the Partnership to acquire real         
property if, among other things, the (i) the Qualified Organization's share     
of the overall Partnership income for any taxable year is not greater than      
such Exempt Organization's share of the overall Partnership loss for the        
taxable year for which such Exempt Organization's loss share is the             
smallest, and (ii) each allocation under the Partnership's Agreement of         
Limited Partnership has substantial economic effect under Section 704(b)(2)     
of the Code (the "Fractions Rule"). The Partnership does not currently          
expect to satisfy the Fractions Rule.                                           

 The Partnership will be required to report to a Limited Partner which
is an Exempt Organization information as to the portion, if any, of its         
income and gains from the Partnership for each year which will be treated       
as UBTI. The calculation of such amount with respect to transactions            
entered into by the Partnership, and the determination of whether the           
Partnership satisfies the requirements under the Fractions Rule, is highly      
complex, and there is no assurance that the Partnership's calculation of        
UBTI will be accepted by the IRS. Each Limited Partner that is an Exempt        
Organization is urged to consult its tax advisor concerning the possible        
United States Federal, state and local tax consequences resulting from the      
Amendments and the Partnership's acquisition of the properties currently        
held by CCEP/2, including whether the Fractions Rule is satisfied.              

Tax Basis of a Partnership Unit. If a Limited Partner acquired his  
Units for cash, his initial tax basis in such Units was generally equal to      
the cash investment in the Partnership increased by the Limited Partner's       
allocable share of Partnership liabilities at the time he acquired his          
Units. A Limited Partner's initial tax basis is (i) increased by (A) the        
Limited Partner's allocable share of Partnership income and gains, and (B)      
any increases in the Limited Partner's allocable share of Partnership           
liabilities, and (ii) decreased by (A) the Limited Partner's allocable          
share of Partnership losses, and (B) any decreases in the Limited Partner's     
allocable share of Partnership liabilities. A Limited Partner's allocable       
share of Partnership liabilities is likely to increase if the Partnership       
acquires the properties currently held by CCEP/2 subject to the mortgage        
notes payable on the CCEP/2 properties.                                         

Distributions of Cash and Other Property. If cash distributions,    
including a "deemed" cash distribution as discussed below, received by a        
Limited Partner in any taxable year exceed his allocable share of the           
Partnership taxable income for the year, the excess will constitute a           
return of capital to the extent of such Limited Partner's adjusted tax          
basis in his Units. Such return of capital will not be includible in the        
taxable income of the Limited Partner, but it will reduce, but not below        
zero, the adjusted tax basis of the Units held by the Limited Partner. If a     
Limited Partner's adjusted tax basis in his Partnership interest is reduced     
to zero, a subsequent cash distribution received by the Limited Partner         
will be subject to tax as capital gain and/or ordinary income.                  

A decrease in a Limited Partner's share of Partnership liabilities  
resulting from the payment or other settlement, or reallocation of such         
liabilities is generally treated as a deemed cash distribution. A decrease      
in a Limited Partner's percentage interest in Partnership because of the        
issuance by the Partnership of additional Units or otherwise, may decrease      
a Limited Partner's share of the Partnership's nonrecourse liabilities and      
thus, may result in a corresponding deemed distribution of cash.                

Generally, no gain or loss is recognized by a Limited Partner on a  
distribution solely of property other than cash, unless the Partnership has     
Section 751 property and the distribution is non-pro rata. A non-pro rata       
distribution (or deemed distribution) of money or property may result in        
ordinary income to a Limited Partner, regardless of such Limited Partner's      
adjusted tax basis in his Units, if the distribution reduces such Limited       
Partner's share of the Partnership's Section 751 Assets. "Section 751           
Assets" are defined by the Code to include "unrealized receivables" or          
"inventory items." Among other things, "unrealized receivables" include         
amounts attributable to previously claimed depreciation deductions on           
certain types of property.                                                      

Sale of Real Property. The gain or loss realized by the Partnership,
and thus the Limited Partners, from the sale or other disposition of the        
properties acquired from CCEP/2 may be capital gain or loss, gain or loss       
from "Section 1231 property" and/or ordinary income or loss. A Limited          
Partner's tax liability resulting from his allocable share of income or         
gain from the sale or other disposition of property may exceed any cash         
proceeds distributed to the Limited Partner. The maximum United States          
Federal income tax rate on capital gains recognized by individuals and          
certain non-corporate Limited Partners attributable to real property held       
for more than 12 months, other than depreciation recapture, is generally        
20%. The maximum United States Federal income tax rate for gains                
attributable to the sale of depreciable real property held for more than 12     
months is 25% to the extent of previously claimed real property                 
depreciation. In addition, gains attributable to the sale of depreciable        
personal property held for more than 12 months or other items subject to        
"recapture" are subject to United States Federal income tax at ordinary         
income rates to the extent of previously claimed accelerated depreciation       
deductions.                                                                     

Sale or Redemption of a Unit. A Limited Partner will recognize gain 
or loss upon a sale of his Units, a redemption of his Units for cash or         
another taxable disposition of his Units. Gain or loss recognized upon a        
sale or exchange of a Unit will be equal to the difference between (i) the      
amount realized in the transaction (i.e., the sum of cash and the fair          
market value of any property received for the Unit, plus the amount of          
Partnership liabilities allocable to the Unit at such time) and (ii) the        
Limited Partner's adjusted tax basis in the Unit disposed of, which tax         
basis will be adjusted for the Limited Partner's allocable share of             
Partnership income or loss for the taxable year of disposition. A Limited       
Partner's tax liability resulting from his gain, if any, recognized on a        
disposition of his Units could exceed the amount of cash and the fair           
market value of property received.                                              

 If the Partnership redeems all of a Limited Partner's Units for cash,
the tax consequences to the Limited partner would be the same as described      
in the preceding paragraph. If the Partnership redeems less than all of a       
Limited Partner's Units, the Limited Partner would recognize taxable gain       
only to the extent that the cash, plus the amount of the Partnership            
liabilities allocable to the redeemed Unit, exceeded the Limited Partner's      
adjusted tax basis in all of his Units immediately before the redemption.       

Capital gains recognized by individuals and certain other           
noncorporate Limited Partners upon the sale or taxable disposition of a         
Unit will generally be subject to a maximum United States Federal income        
tax rate of 20% if the Unit is held for more than 12 months and will be         
taxed at ordinary income tax rates if the Unit is held for 12 months or         
less. Generally, gain or loss recognized by a Limited Partner on the sale       
or redemption of a Unit will be taxable as capital gain or loss. However,       
to the extent that the amount realized upon the sale or redemption of a         
Limited Partner's Unit attributable to the Limited Partner's share of           
"unrealized receivables" of the Partnership exceeds the basis attributable      
to those assets, such excess will be treated as ordinary income. Among          
other things, "unrealized receivables" include amounts attributable to          
previously claimed depreciation deductions on certain types of property. In     
addition, the maximum United States Federal income tax rate for net capital     
gains attributable to the sale of depreciable real property (which may be       
determined to include a Unit in the Partnership) held for more than 12          
months is currently 25% (rather than 20%) to the extent of previously           
claimed depreciation deductions that would not be treated as "unrealized        
receivables."                                                                   

Limitations on Deductibility of Losses                        

Basis Limitation. To the extent that a Limited Partner's allocable  
share of Partnership deductions and losses exceeds his adjusted tax basis       
in his Units at the end of the taxable year in which the losses and             
deductions flow through, the excess losses and deductions cannot be             
utilized, for United States Federal income tax purposes, by the Limited         
Partner in such year. The excess losses and deductions may, however, be         
utilized in the first succeeding taxable year in which, and to the extent       
that, there is an increase in the adjusted tax basis of Limited Partner's       
Units, but only to the extent permitted under the rules discussed below.        

"At Risk" Limitation. Under the "at risk" rules, noncorporate       
taxpayers and certain closely held corporations are generally not permitted     
to claim a deduction, for United States Federal income tax purposes, in         
respect of a loss from an activity, whether conducted directly by the           
taxpayer or through an investment in a partnership, to the extent that the      
loss exceeds the aggregate dollar amount which the taxpayer has "at risk"       
in such activity at the close of the taxable year in which the loss occurs.     
To the extent that losses are not permitted to be used in any taxable year,     
such losses may be carried over to subsequent taxable years and may be          
claimed as a deduction by the taxpayer if, and to the extent that, the          
amount which the taxpayer has "at risk" is increased. Provided certain          
requirements are met, a holder of a Unit should be considered at risk with      
respect to his allocable share of any qualified nonrecourse financing which     
is secured by the real property.                                                

"Passive Activity Loss" Limitation. The passive activity loss rules 
limit the use by a Limited Partner who is an individual investor, as well       
as certain other types of investors, of losses derived from passive             
activities, which generally includes an investment in limited partnership       
interests such as the Units. If an investment in a Unit is treated as a         
passive activity, a Limited Partner would not be able to use losses from        
the Partnership to offset nonpassive activity income, including salary,         
business income, and portfolio income (e.g., dividends, interest,               
royalties, and gain on the disposition of portfolio investments) received       
during the taxable year. Passive activity losses that are disallowed for a      
particular taxable year may, however, be carried forward to offset passive      
activity income earned by the Limited Partner in future taxable years. In       
addition, such disallowed losses may be claimed as a deduction, subject to      
the limitations on the deductibility of losses discussed herein, upon a         
taxable disposition of all of a Limited Partner's Units in the Partnership      
in certain circumstances, regardless of whether such Limited Partner has        
received any passive activity income during the year of disposition.            

Taxation of Foreign Limited Partners. A foreign Limited Partner will
be considered to be engaged in a United States trade or business on account     
of the Partnership's ownership of the properties acquired from CCEP/2. In       
such event, a foreign Limited Partner will be required to file United           
States Federal tax returns with respect to its allocable share of the           
Partnership's income which is effectively connected to any trade or             
business of the Partnership. A foreign Limited Partner that is a                
corporation may also be subject to United States branch profit tax at a         
rate of 30%, in addition to regular United States Federal income tax, on        
its allocable share of such income. Such a tax may be reduced or eliminated     
by an income tax treaty between the United States and the country with          
respect to which the foreign Limited Partner is resident for tax purposes.      
In addition, gain recognized by a foreign Limited Partner on a sale or          
other taxable disposition of a Unit will be subject to United States            
Federal income tax under the Foreign Investment in Real Property Tax Act of     
1980 ("FIRPTA"). An acquiror of Units of a foreign Limited Partner will be      
required, under the FIRPTA provisions of the Code, to deduct and withhold       
10% of the amount realized by the foreign Limited Partner on the                
disposition. The amount withheld would be creditable against the foreign        
Limited Partner's United States Federal income tax liability and, if the        
amount withheld exceeds his actual tax liability, he could claim a refund       
from the IRS by filing a United States Federal income tax return. Foreign       
Limited Partners are advised to consult their tax advisors regarding the        
effects the Partnership's ownership of the properties acquired from CCEP/2      
may have on information return requirements and other United States and         
non-United States tax matters, including the tax consequences of the            
Partnership's ownership of such properties for the country or other             
jurisdiction of which such foreign Limited Partner is a citizen or in which     
such foreign Limited Partner resides or is otherwise located.                   

State, Local and Foreign Taxes. The Partnership and Limited Partners
may be subject to state, local or foreign taxation in various                   
jurisdictions, including those in which the Partnership transacts business,     
owns property or resides. It should be noted that the properties currently      
held by CCEP/2 are located in a number of different states and local            
jurisdictions, and the Partnership and Limited Partners may be required to      
file income tax returns in some or all of those jurisdictions. In addition,     
the state, local or foreign tax treatment of the Partnership and Limited        
Partners may not conform to the United States Federal income tax                
consequences discussed above. Consequently, Limited Partners should consult     
their tax advisors regarding the application and effect of state, local         
foreign tax laws on the Partnership's ownership of the properties acquired      
from CCEP/2.                                                                    

Security Ownership of Certain Beneficial Owners and Management                  

Neither the General Partner nor any director or officer of the      
General Partner owns any Units. The following table sets forth certain          
information regarding Units of the Partnership owned by each person who is      
known by the Partnership to own beneficially more than 5% of the Units as       
of August 31, 2001:                                                             

Name and Address* of       Amount and Nature of                 
     Beneficial Owner             Direct Owner        Percent of Class
     ----------------             ------------        ----------------
AIMCO Properties L.P.                 177,835.90(1)             19.56%          
Cooper River Properties, LLC            67,518.7(2)              7.43%          
AIMCO IPLP, L.P.                       17,240.6(3)               1.90%          
Reedy River Properties, LLC            168,736.5(4)             18.56%          

--------------------------------------------                                    

*Colorado Center, Tower Two                                                     
2000 South Colorado Boulevard, Suite 2-1000                                     
Denver, Colorado 80222                                                          

(1)   The Units may be deemed beneficially owned by AIMCO-GP, Inc. (which       
is the general partner of AIMCO Properties, L.P.) and AIMCO (which  
owns AIMCO-GP, Inc.)                                                

(2)   The Units may be deemed beneficially owned by AIMCO IPLP, L.P.            
(formerly Insignia Properties, L.P.), AIMCO/IPT, Inc. and AIMCO.    
Cooper River Properties, LLC is wholly owned by AIMCO IPLP, L.P. and
 AIMCO/IPT, Inc. is the sole general partner of AIMCO IPLP, L.P. AIMCO
owns AIMCO/IPT, Inc.                                                

(3)   The Units may be deemed beneficially owned by AIMCO/IPT, Inc. (which      
is the general partner of AIMCO IPLP, L.P.) and AIMCO.              

(4)   The Units may be deemed beneficially owned by AIMCO Properties, L.P.,     
AIMCO-GP, Inc. and AIMCO. Reedy River Properties, LCC is a wholly   
owned subsidiary of AIMCO Properties, L.P.                          

AIMCO and its affiliates own approximately 47.45% of the outstanding
Units.                                                                          

                               CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2

               By:     ConCap Equities, Inc.
                 General Partner

October 18, 2001                                                                

TEXT OF AMENDMENTS    
TO THE LIMITED PARTNERSHIP AGREEMENT    
OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2    

Section 1.04 of the Partnership Agreement will be amended and the   
following definitions will be added (new language in italics). Section          
1.04(a) through (v) will be renumbered accordingly:                             

"(a) 'Adjusted Capital Account Deficit' shall mean, with respect to 
any Partner, the deficit balance, if any, in such Partner's Capital 
Account as of the end of the relevant Partnership Year, after giving
effect to the following adjustments:                                

   (i) Credit to such Capital Account any amounts which such Partner
 is obligated to restore or is deemed to be obligated to restore
pursuant to Treasury Regulations Sections 1.704-2(g) and      
1.704-2(i)(5); and                                            

    (ii) Debit to such Capital Account the items described in Treasury
Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6)."    

     "(g) 'Capital Account' shall have the meaning specified in Section 3.05."

  "(h) 'Code' shall mean the Internal Revenue Code of 1986, as amended."

"(s) 'Nonrecourse Deductions' shall have the meaning set forth in   
Treasury Regulations Sections 1.704-2(b)(1) and 1.704-2(c)."        

"(t) 'Nonrecourse Liability' shall have the meaning set forth in    
Treasury Regulations Section 1.704-2(b)(3) of the Treasury          
Regulations."                                                       

      "(v) 'Partners' shall mean the General Partners and the Limited Partners."

"(w) 'Partner Nonrecourse Debt' shall have the meaning set forth in 
Treasury Regulations Section 1.704-2(b)(4)."                        

"(x) 'Partner Nonrecourse Debt Minimum Gain' shall mean an amount,  
with respect to each Partner Nonrecourse Debt, equal to the         
Partnership Minimum Gain that would result if such Partner          
Nonrecourse Debt were treated as a Nonrecourse Liability, determined
in accordance with Treasury Regulations Section 1.704-2(i)(3)."     

"(y) 'Partner Nonrecourse Deductions' shall have the meaning set    
forth in Treasury Regulations Section 1.704- 2(i)."                 

"(aa) 'Partnership Minimum Gain' shall have the meaning set forth in
Treasury Regulations Sections 1.704-2(b)(2) and 1.704-2(d)(1)."     

"(bb) 'Partnership Year' shall mean the taxable year of the         
Partnership, which shall be the fiscal year ending December 31."    

"(hh) 'Treasury Regulations' shall mean the income tax regulations, 
including temporary regulations, as may be amended hereafter from   
 time to time (including corresponding provisions of succeeding income
tax regulations), promulgated under the Code."                      

 Section 1.04(o) of the Partnership Agreement will be amended to
read in its entirety as follows (new language in italics):                      

   "(o) 'Net Profits and Net Losses' shall mean, with respect to any
period, the taxable income or loss, as the case may be, of the
    Partnership for such period, determined in accordance with Section
  703(a) of the Code (for this purpose, all items of income, gain,
loss, deduction or credit required to be separately stated    
pursuant to Section 703(a)(1) of the Code shall be included in
  taxable income or loss); provided, however, that: (i) any income
    of the Partnership that is exempt from federal income tax, and not
otherwise taken into account in computing Net Profits or Net  
  Losses pursuant to this definition shall be added to such income
   or loss, and (ii) any expenditures of the Partnership during such
   period which are described, or treated under Treasury Regulations
    Section 1.704-1(b)(2)(iv)(i) as described, in Section 705(a)(2)(B)
   of the Code and not otherwise taken into account in computing Net
    Profits or Net Losses shall be subtracted from such taxable income
or loss. Notwithstanding anything to the contrary contained in
this definition, income, gain or loss resulting from the      
disposition of, distribution to a Partner of, or depreciation,
 amortization or other cost recovery deductions with respect to,
  any Partnership asset shall be computed by reference to the book
value of the asset disposed of, distributed or depreciated,   
amortized or otherwise recovered, notwithstanding that the    
adjusted tax basis of such asset differs from its book value. 

 Section 1.04(u) of the Partnership Agreement will be amended to
read in its entirety as follows (new language in italics):                      

    "(u) 'Surplus Funds' shall mean the Partnership's share of the net
    cash funds or proceeds resulting from the Partnership's receipt of
   (a) principal and additional interest from the Participating Note
  issued by the Borrower or (b) any funds from the sale, financing
or refinancing of any of the Partnership's properties, in each
  case, (i) after deduction of all expenses incurred in connection
   therewith and (ii) less such amounts for working capital reserves
as the General Partner deems reasonably necessary for future  
Partnership operations."                                      

  The first paragraph of Section 1.05 of the Partnership Agreement
will be amended to read in its entirety as follows (new language in             
italics):                                                                       

  "Purpose of Partnership and Investment Objectives. The principal
purpose of the Partnership is to lend funds in return for the 
 Participating Note secured by deeds of trust on real properties
(including apartment buildings, shopping centers, industrial  
   projects, office buildings and other similar properties) as shall
    from time to time be acquired by the Borrower or such other entity
or entities of which the general partner or managing general  
partner is the Borrower. The Participating Notes offer the    
   potential for (i) preserving and protecting the Limited Partners'
   original Invested Capital; (ii) providing quarterly distributions
from interest received from the Borrower or other sources; and
(iii) providing special payments to the extent of additional  
  interest received from such Participating Note; and to engage in
   any and all general business activities related to and incidental
    to those purposes, including, without limitation, the acquisition,
    ownership, improvement, management, operation, leasing, financing,
refinancing, sale or exchange of any real or personal property
obtained (x) in connection with the exercise of any remedy    
 available to it under the Participating Note or the Master Loan
  Agreement or (y) in a transaction (a "1031 Transaction") that is
intended to be a like-kind exchange under Section 1031 of the 
Internal Revenue Code of 1986, as amended, or any successor   
statute, at law or in equity; provided, however, that the     
Partnership shall not own or lease property jointly or in     
   partnership with others, but it may transfer any such property to
a single-purpose wholly-owned subsidiary."                    

   The fourth sentence of the first paragraph of Section 2.01 of the
Partnership Agreement will be amended to read in its entirety as follows        
(new language in italics):                                                      

"The General Partner shall have the right, power and authority
granted to General Partner hereunder or by law, or both, to   
  obligate and bind the Partnership and, on behalf and in the name
of the Partnership, to take such action as the General Partner
deems necessary or advisable, including, without limitation:  
    making, executing and delivering loan and other agreements such as
leases, assignments and transfers and agreements to purchase, 
sell, exchange, lease or otherwise deal with real or personal 
 property, escrow instructions, advances under the Participating
Note, pledges, deeds of trust, mortgages and other security   
   agreements, promissory notes, checks, drafts and other negotiable
instruments and all other documents and agreements which the  
  General Partner deems reasonable or necessary in connection with
the lending and investment of the Partnership's net proceeds  
  resulting from the Capital Contributions received; managing such
assets and borrowing against the assets of the Partnership,   
including notes and contracts receivables from the sale of the
  Partnership assets; and the acquisition, ownership, improvement,
 management, operation, leasing, financing, refinancing, sale or
   exchange of any real or personal property (including the transfer
 of such property to a single-purpose wholly-owned subsidiary of
  the Partnership) obtained (i) in connection with the exercise of
any remedy available to it under the Participating Note or the
   Master Loan Agreement or (ii) in a 1031 Transaction, at law or in
equity."                                                      

  The penultimate sentence of the second paragraph of Section 2.01
of the Partnership Agreement will be amended to read in its entirety as         
follows (new language in italics):                                              

    "The Partnership shall not be permitted to purchase real property,
directly or indirectly, but it may acquire real property upon 
   exercising any remedy under the Participating Note and the Master
Note Loan Agreement or in a 1031 Transaction."                

 Article III of the Partnership Agreement will be amended to add
Section 3.05 and the current Section 3.05 will be renumbered as Section         
3.06 and the Sections of Article III thereafter will be renumbered              
accordingly (new language in italics):                                          

"3.05 Capital Accounts. A capital account ("Capital Account") 
shall be established and maintained on the Partnership's books
with respect to each Partner, in accordance with Treasury     
Regulations Section 1.704-1(b)."                              

 Article III of the Partnership Agreement will be amended to add
Section 3.09. The Sections of Article III thereafter will be renumbered         
accordingly (new language in italics):                                          

"3.09 Special Allocations. Notwithstanding the foregoing      
   provisions of this Article III, the following special allocations
("Special Allocations") shall be made in the following order: 

             (a) Minimum Gain Chargeback. Except as otherwise provided
             in Treasury Regulations Section 1.704-2(f), if there is a
     net decrease in Partnership Minimum Gain during a
          Partnership Year, then each Partner shall be allocated
             items of Partnership income and gain for such Partnership
        Year (and, if necessary, for subsequent years) in an
            amount equal to such Partner's share of the net decrease
         in Partnership Minimum Gain, determined in accordance
    with Treasury Regulations Section 1.704-2(g)(2).
          Allocations pursuant to the previous sentence shall be
            made in proportion to the respective amounts required to
            be allocated to each Partner pursuant thereto. The items
             to be so allocated shall be determined in accordance with
      Treasury Regulations Section 1.704-2. This Section
       3.09(a) is intended to comply with the minimum gain
          chargeback requirement of Treasury Regulations Section
    1.704-2(f) and shall be interpreted consistently
therewith.                                  

            (b) Partner Minimum Gain Chargeback. Except as otherwise
           provided in Treasury Regulations Section 1.704-2(i), if
       there is a net decrease in Partner Nonrecourse Debt
         Minimum Gain attributable to Partner Nonrecourse Debt
      during any Partnership Year, each Partner shall be
            specially allocated items of Partnership income and gain
     for such Partnership Year (and, if necessary, for
            subsequent Partnership Years) in an amount equal to such
  Partner's share of the net decrease in Partner
           Nonrecourse Debt Minimum Gain, determined in accordance
    with Treasury Regulations Section 1.704-2(i)(4).
          Allocations pursuant to the previous sentence shall be
            made in proportion to the respective amounts required to
            be allocated to each Partner pursuant thereto. The items
             to be so allocated shall be determined in accordance with
   Treasury Regulations Sections 1.704-2(i)(4) and
             1.704-2(j)(2). This Section 3.09(b) is intended to comply
             with the minimum gain chargeback requirements in Treasury
   Regulations 1.704-2(i) and shall be interpreted
consistently therewith.                     

      (c) Qualified Income Offset. In the event that any
  Partner unexpectedly receives any adjustments,
      allocations or distributions described in Treasury
             Regulations Sections 1.704- 1(b)(2)(ii)(d)(4), (5) or (6)
            with respect to such Partner's Capital Account, items of
            Partnership income and gain shall be specially allocated
           to each such Partner in an amount and manner sufficient
        to eliminate, to the extent required by the Treasury
             Regulations, the Adjusted Capital Account Deficit of such
             member as quickly as possible; provided, however, that an
             allocation pursuant to this Section 3.09(c) shall be made
             only if and to the extent that such Partner would have an
    Adjusted Capital Account Deficit after all other
         allocations provided for herein have been tentatively
    made as if this Section 3.09(c) were not in this
Agreement.                                  

          (d) Nonrecourse Deductions. Any Nonrecourse Deductions
         for any Partnership Year shall be specially allocated
             ninety-nine percent (99%) to the Limited Partners and one
percent (1%) to the General Partners.       

   (e) Partner Nonrecourse Deductions. Any Partner
            Nonrecourse Deductions for any Partnership Year shall be
           allocated to the Partner who bears the economic risk of
        loss with respect to the Partner Nonrecourse Debt to
 which such Partner Nonrecourse Deductions are
        attributable in accordance with Treasury Regulations
Section 1.704-2(i).                         

            (f) Limitations on Loss Allocation. No allocation of Net
           Loss (or items thereof) shall be made to any Partner to
            the extent that such allocation would create or increase
            an Adjusted Capital Account Deficit with respect to such
Partner.                                    

         (g) Curative Allocation. The allocations set forth in
        this Section 3.09 (the "Regulatory Allocations") are
            intended to comply with certain regulatory requirements,
      including the requirements of Treasury Regulations
        Sections 1.704-1(b) and 1.704-2. Notwithstanding the
     provisions of Section 3.09(a) and (b) hereof, the
         Regulatory Allocations shall be taken into account in
    allocating other items of income, gain, loss and
       deduction among the Partners so that, to the extent
           possible without violating the requirements giving rise
         to the Regulatory Allocations, the net amount of such
            allocations of other items and Regulatory Allocations to
            each Partner shall be equal to the net amount that would
   have been allocated to each such Partner if the
Regulatory Allocations had not occurred."   

    Section 3.07(c) of the Partnership Agreement will be renumbered as
new Section 3.10 and will be retitled as set forth below. The Sections of       
Article III thereafter will be renumbered accordingly.                          

  "3.10 Distributions of Distributable cash from
Operations. Distributable Cash From Operations to the extent  
  deemed available by the General Partners for distribution, shall
    be distributed quarterly, as follows: ninety-nine percent (99%) to
    the Limited Partners and one percent (1%) to the General Partners;
  provided, however, that the General Partners, in the exercise of
reasonable business judgment, may determine to retain in the  
Partnership all or any part of such amount to meet the working
capital needs of the Partnership. Distributions, if any, which
  exceed Distributable Cash From Operations shall be allocated one
    hundred percent (100%) to the Limited Partners. Distributable Cash
From Operations and Distributions which are distributed to the
 Limited Partners may, pursuant to generally accepted accounting
    principles or on a cash basis, be deemed to be a return of capital
to the extent they exceed the Partnership's net income or cash
  flow, respectively. To the extent original Capital Contributions
(including Partnership working capital reserves) are used for 
Distributions of Distributable Cash From Operations or        
   Distributions it would reduce the amount of capital available for
loans to the Borrower and the amount available for Partnership
working capital reserves and would be considered a return of  
 original Capital Contributions but would not reduce the Limited
Partners' Invested Capital."                                  

   Section 9.02(c) of the Partnership Agreement will be amended to
read in its entirety as follows (new language in italics):                      

"(c) The proceeds of such liquidation shall be applied and    
   distributed to the Partners in proportion to and to the extent of
positive balances in their respective Capital Accounts."      

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2     
Colorado Center, Tower Two,     
2000 South Colorado Boulevard, Suite 2-1000     
Denver, Colorado 80222    

CONSENT OF LIMITED PARTNER    

The undersigned, a limited partner of Consolidated Capital    
Institutional Properties/2 (the "Partnership"), and the holder of units         
(the "Units") of limited partnership interest in the Partnership, acting        
with respect to all of the Units owned by the undersigned, hereby:              

Consents  [__]            Withholds Consent  [__]             Abstains  [__]  

with respect to the Amendments to the Limited Partnership Agreement of the      
Partnership as set forth in the Consent Solicitation Statement.                 

  IF NO ELECTION IS SPECIFIED, AN OTHERWISE PROPERLY COMPLETED AND
SIGNED CONSENT FORM WILL BE DEEMED TO BE A CONSENT TO THE AMENDMENTS.           

The undersigned hereby acknowledges receipt of the Consent    
Solicitation Statement, dated October 18, 2001. This consent is solicited       
on behalf of Consolidated Capital Institutional Properties/2 by ConCap          
Equities, Inc., its general partner.                                            

A fully completed, signed and dated copy of this Consent Form 
should be sent to ConCap Equities, Inc. by mail or overnight courier to the     
address specified below, or by fax to the fax number specified below.           

 Completed and signed consents should be sent to our Information
Agent, River Oaks Partnership Services, Inc., by mail at P.O. Box 2065,         
South Hackensack, New Jersey 07606-2065; by overnight courier service at        
111 Commerce Road, Carlstadt, New Jersey 07072--Attention: Reorganization       
Department; by fax at (201) 460-2889 or by telephone at (888) 349-2005.         

Dated:____________, 2001      By:                                               
                           ---------------------------------------

                           ---------------------------------------
                         Please Print Name

If held jointly:    

By:                 
                           ---------------------------------------

                           ---------------------------------------
                         Please Print Name

Please sign exactly as you hold your Units. When signing as an                  
attorney-in-fact, executor, administrator, trustee or guardian, please give     
your full title. If an interest is jointly held, each holder should sign.       
If a corporation, please sign in full corporate name by a duly authorized       
officer. If a partnership, please sign in partnership name by a duly            
authorized person.                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFR14A’ Filing		Date		Other Filings
		11/1/20
		12/31/13
		7/24/11
		1/1/11
		11/1/10
		2/1/10
Filed on:		10/18/01
		8/31/01
		6/30/01		10-Q
		12/31/00		10-K
		12/21/00
		10/31/00
		10/3/00		8-K
		10/1/98		8-K
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