CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
55 Beattie Place, P.O. Box 1089
Greenville, SC 29602
June 21, 2005
Correspondence Filing Via Edgar and Overnight Delivery
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
450 Fifth Street, NW
Washington, D.C. 20549
Attn: Mr. Robert F. Telewicz, Jr.
Re: Consolidated Capital Institutional Properties
Item 4.02 Form 8-K filed May 26, 2005
File No. 000-10831
Ladies and Gentlemen:
This letter responds to the comments of the staff of the Securities and Exchange
Commission (the "Staff") addressed to Consolidated Capital Institutional
Properties, a California limited partnership (the "Partnership"), in a letter
dated June 14, 2005. The Partnership's response to the Staff's comments are set
forth below and are numbered to correspond to the numbering of the Staff's
comments in the Staff's letter.
* * * * *
Form 8-K
1. Comment: We note that you intend to file restated financial statements.
However, you have not indicated when you intend to do so. Please tell us
when you intend to file restated financial statements. We may have further
comment after you file the restated financial statements.
Response: The Partnership intends to file restated financial
statements in an amended Form 10-K/A by July 1, 2005.
2. Comment: Please tell us if your certifying officers have reconsidered the
effect on the adequacy of your disclosure controls and procedures as of the
end of the period covered by your Form 10-K for the period ended December
31, 2004 in light of the material error you have disclosed.
Response: The certifying officers of the Partnership's general partner
have reevaluated the adequacy of the Partnership's disclosure controls and
procedures in light of the material error that was disclosed. The
certifying officers have improved the Partnership's disclosure controls
and procedures that were in place for the period ended December 31, 2004
to ensure that transactions such as the transaction at issue are properly
recorded at inception. Actions taken include improving the education of
accounting personnel to ensure that all relevant personnel understand and
apply the appropriate accounting treatment, as well as improving the
Partnership's accounting review procedures. Such information will be
disclosed in the Partnership's restated financial statements.
* * * * *
As requested by the Staff, the Partnership acknowledges that: (a) the
Partnership is responsible for the adequacy and accuracy of the disclosure in
its filings; (b) Staff comments or changes to disclosure in response to Staff
comments in the filings reviewed by the Staff do not foreclose the Commission
from taking any action with respect to the filing; and (c) the Partnership may
not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
If you have further questions regarding the information provided, please contact
the undersigned or Stephen Waters. Mr. Waters can be reached directly at (864)
239-1554 or by fax at (864) 239-5824.
Sincerely,
/s/ Martha L. Long
Martha L. Long
Senior Vice President
ConCap Equities, Inc., the general
partner of Consolidated Capital
Institutional Properties