CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
55 Beattie Place, P.O. Box 1089
Greenville, SC 29602
July 29, 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 July 22, 2005, which was sent in response to the Partnership's June 21,
2005 response to the Staff's comment 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 dated July 22, 2005.
* * * * *
Form 8-K
1. Comment: We have considered your response to our prior comment 2 and the
related revisions to your Item 9 disclosures in your amended 10-K. Please
revise your disclosures to state whether your disclosure controls and
procedures were effective or ineffective as of period end. If you conclude
that your disclosure controls are ineffective, include in your disclosure
a discussion explaining why your disclosure controls and procedures were
ineffective and how you intend to strengthen your controls in the future.
Response: In connection with the restatement, the Partnership's management
reevaluated the effectiveness of the Partnership's disclosure controls and
procedures and found them to be ineffective as of December 31, 2004 and
March 31, 2005 with respect to transactions involving the recording of
investments and the related recording of equity in earnings.
The Partnership will revise its disclosure in Item 9A.(a) (as it appeared
in the 2004 amended Form 10-K) by amending the second sentence to state:
"Based on such evaluation, the principal executive officer and principal
financial officer of the General Partner, who are the equivalent of the
Partnership's principal executive officer and principal financial officer,
respectively, have concluded that, as of the end of such period, the
Partnership's disclosure controls were not effective due to the
Partnership's failure to properly record the Partnership's investment in an
affiliated partnership and incorrectly recognizing equity in gains on sale
of investment properties in the affiliated partnership in 2003 and 2004.
The Partnership's management believes that, as of the date of this filing,
the Partnership's ineffective disclosure controls have been fully
remediated.
* * * * *
As requested by the Staff in its letter dated June 14, 2005, the Partnership
again 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