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




                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported) May 20, 2005

                CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
            (Exact name of Registrant as specified in its charter)


       California                0-10831                94-2744492
(State or other jurisdiction   (Commission           (I.R.S. Employer
   of incorporation)           File Number)       Identification Number)

                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


                                 (864) 239-1000
                           (Issuer's telephone number)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]   Written  communications  pursuant to Rule 425 under the  Securities  Act
      (17 CFR 230.425)

[ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
      Exchange Act (17 CFR 240.13e-4(c))








Item 4.02 Non-Reliance on Previously Issued Financial  Statements or a Related
Audit Report or Completed Interim Review.

(a)  Consolidated  Capital  Institutional  Properties  (the  "Partnership")  has
determined that there are errors in its financial statements for the years ended
December 31, 2002,  2003 and 2004 and that such financial  statements  should no
longer be relied upon. Specifically, on May 20, 2005, the Partnership determined
that  its  accounting  for  two of  its  investee  partnerships  (in  which  the
Partnership  acquired  an  interest in 2002) did not  properly  reflect  certain
provisions of the  partnership  agreements  for the investee  partnerships.  The
Partnership undertook this review and made this determination in connection with
its  consideration of a comment letter from the Division of Corporation  Finance
of  the  Securities   and  Exchange   Commission   (the  "SEC")   regarding  the
Partnership's Annual Report on Form 10-K.

As a result of the Partnership's determination, the Partnership will restate its
financial  statements for the years ended  December 31, 2002,  2003 and 2004 and
will include such restated  financial  statements  in an amended  report on Form
10-K for the year ended December 31, 2004.

Authorized officers of the Partnership's general partner have discussed with the
Partnership's independent accountant the matters disclosed herein.








                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                              CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES


                              By:   ConCap Equities, Inc.
                                    General Partner


                              By:   /s/Stephen B. Waters
                                    Stephen B. Waters
                                    Vice President



                               Date: May 26, 2005