UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-K

(Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2011~~2012

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission file number 0-11723

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

(Exact name of registrant as specified in its charter)

Delaware	94-2883067
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

80 International Drive, PO Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

Registrant's telephone number, including area code (864) 239-1000

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Limited Partnership Units

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £	Accelerated filer £
Non-accelerated filer £(Do not check if a smaller reporting company)	Smaller reporting company S

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

State the aggregate market value of the voting and non-voting partnership interests held by non-affiliates computed by reference to the price at which the partnership interests were last sold, or the average bid and asked price of such partnership interests as of the last business day of the registrant’s most recently completed second fiscal quarter. No market exists for the limited partnership interests of the Registrant, and, therefore, no aggregate market value can be determined.

DOCUMENTS INCORPORATED BY REFERENCE

None

FORWARD-LOOKING STATEMENTS

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Annual Report contains or may contain information that is forward-looking within the meaning of the federal securities laws, including, without limitation, statements regarding the Partnership’s ability to maintain current or meet projected occupancy, rental rates and property operating results and the effect of redevelopments. Actual results may differ materially from those described in these forward-looking statements and, in addition, will be affected by a variety of risks and factors, some of which are beyond the Partnership’s control, including, without limitation: financing risks, including the availability and cost of financing and the risk that the Partnership’s cash flows from operations may be insufficient to meet required payments of principal and interest; natural disasters and severe weather such as hurricanes; national and local economic conditions, including the pace of job growth and the level of unemployment; energy costs; the terms of governmental regulations that affect the Partnership’s property and interpretations of those regulations; the competitive environment in which the Partnership operates; real estate risks, including fluctuations in real estate values and the general economic climate in local markets and competition for residents in such markets ; insurance risk, including the cost of insurance; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties presently owned or previously owned by the Partnership. Readers should carefully review the Partnership’s financial statements and the notes thereto, as well as the other documents the Partnership files from time to time with the Securities and Exchange Commission.

PART I

Item 1. Business

Consolidated Capital Institutional Properties/2, LP (the "Partnership" or "Registrant") was organized on April 12, 1983, as a limited partnership under the California Uniform Limited Partnership Act. On July 22, 1983, the Partnership registered with the Securities and Exchange Commission ("SEC") under the Securities Act of 1933 (File No. 2-83540) and commenced a public offering for the sale of limited partnership units (“Units”). The Units represent equity interests in the Partnership and entitle the holders thereof to participate in certain allocations and distributions of the Partnership. The sale of Units terminated on July 21, 1985, with 912,182 Units sold at $250 each, or gross proceeds of approximately $227.8 million to the Partnership. As permitted under its Partnership Agreement (the original partnership agreement of the Partnership with all amendments shall be referred to as the "Partnership Agreement"), the Partnership has repurchased and retired a total of 3,048 Units for a total of $611,000. A total of 1,~~833~~990.8040 Units were abandoned and accordingly retired by the Partnership. The Partnership may, at its absolute discretion, repurchase Units, but is under no obligation to do so. Since its initial offering, the Partnership has not received, nor are limited partners required to make, additional capital contributions.

The general partner of the Partnership is ConCap Equities, Inc. ("CEI" or the "General Partner"). The General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust. The Partnership currently owns and operates one residential investment property. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2013 unless terminated prior to such date. The Partnership Agreement also provides that the term of the Partnership cannot be extended beyond the termination date. The General Partner is currently evaluating its plans with respect to the Partnership’s investment property, which may include a sale to a third party or continuing operations past the expiration date until the property is sold.

On July 28, 2011, the Partnership entered into an agreement and plan of merger (the “Merger Agreement”) with AIMCO Properties, L.P., a Delaware limited partnership and AIMCO CCIP/2 Merger Sub LLC, a Delaware limited liability company of which AIMCO Properties, L.P. is the sole member (the “Merger Subsidiary”), pursuant to which the Merger Subsidiary was to be merged with and into the Partnership, with the Partnership as the surviving entity (the “Merger”). On February 7, 2012, AIMCO Properties, L.P. determined not to proceed with the Merger and terminated the Merger Agreement.

The Partnership has no employees. Management and administrative services are performed by the General Partner and by agents retained by the General Partner. An affiliate of the General Partner has been providing such property management services.

A further description of the Partnership's business is included in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" included in this Form 10-K.

Item 1A. Risk Factors

Not applicable.

Item 2. Property

The following table sets forth the Partnership's investment in property:

	Date of
Property	Acquisition	Type of Ownership	Use

Highcrest Townhomes	08/22/02	Fee ownership, subject to	Apartment
Wood Ridge, Illinois		first mortgage	176 units

On September 9, 2010, the Partnership sold Glenbridge Manor Apartments to a third party for a gross sale price of $26,200,000. The net proceeds realized by the Partnership were approximately $9,552,000 after payment of closing costs of approximately $137,000 and the assumption of the mortgage debt encumbering the property of approximately $16,511,000 by the purchaser. As a result of the sale, the Partnership recorded a loss of approximately $69,000. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $105,000 due to the write off of unamortized loan costs.

Schedule of Property

Set forth below for the Partnership's property is the gross carrying value, accumulated depreciation, depreciable life, method of depreciation, and Federal tax basis.

	Gross			Method
	Carrying	Accumulated	Depreciable	of	Federal
Property	Value	Depreciation	Life	Depreciation	Tax Basis
	(in thousands)				(in thousands)
Highcrest
Townhomes	$13,~~609~~818	$ 45,~~489~~053	5-30 yrs	S/L	$ 9,~~866~~537

See "Note A – Organization and Summary of Significant Accounting Policies" to the financial statements included in "Item 8. Financial Statements and Supplementary Data" for a description of the Partnership's depreciation and capitalization policies.

Schedule of Property Indebtedness

The following table sets forth certain information relating to the loan encumbering the Partnership's property.

	Principal				Principal
	Balance At	Stated			Balance
	December 31,	Interest	Period	Maturity	Due at
Property	~~2011~~2012	Rate(1)	Amortized	Date	Maturity (2)
	(in thousands)				(in thousands)
Highcrest Townhomes	$10,~~563~~391	6.17%	30 yrs	10/01/17	$ 9,414

(1) Fixed rate mortgage.

(2) See “Note BE – Mortgage Note Payable" to the financial statements included in "Item 8. Financial Statements and Supplementary Data” for information with respect to the Partnership's ability to prepay this loan and other specific details about this loan.

Rental Rates and Occupancy

Average annual rental rate per unit and occupancy for ~~2011~~2012 and ~~2010~~2011 are as follows:

	Average Annual		Average
	Rental Rate		Occupancy
	(per unit)
Property	~~2011~~2012	~~2010~~2011	~~2011~~2012	~~2010~~2011
Highcrest Townhomes	$1213,~~818~~379	$12,~~471~~818	9395%	9793%

The General Partner attributes the decrease in occupancy at Highcrest Townhomes to an increase in home purchases and resident job transfers.

The real estate industry is highly competitive. The Partnership’s property is subject to competition from other residential apartment complexes in the area. The General Partner believes that the property is adequately insured. The property is an apartment complex which leases units for lease terms of one year or less. No residential tenant leases 10% or more of the available rental space. The property is in good physical condition, subject to normal depreciation and deterioration as is typical for an asset of this type and age.

Real Estate Taxes and Rates

Real estate taxes and rate in ~~2011~~2012 for the property were as follows:

	2011	2011
	2012	2012
	Billing	Rate
	(in thousands)
Highcrest Townhomes	$~~293~~316	78.6523%

Capital Improvements

During the year ended December 31, ~~2011~~2012, the Partnership completed approximately $~~632~~301,000 of capital improvements at Highcrest Townhomes, consisting primarily of ~~parking~~plumbing ~~area~~and ~~upgrades,~~water ~~cabinet~~heater upgrades and ~~floor~~appliance ~~covering~~ and ~~appliance~~floor covering replacements. These improvements were funded from operations~~, insurance proceeds and advances from AIMCO Properties, L~~.~~P.,~~ ~~an affiliate of the General Partner.~~ The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during ~~2012~~2013. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property.

Capital expenditures will be incurred only if cash is available from operations, Partnership reserves, or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

Item 3. Legal Proceedings

None.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

The Partnership, a publicly-held limited partnership, offered and sold 912,182 limited partnership units (the "Units") aggregating $227,800,000. The Partnership currently has 14,~~809~~613 holders of record owning an aggregate of 907,~~300~~143.2060 Units. Affiliates of the General Partner owned 574,447.25 Units or approximately 63.3132% of the outstanding Units at December 31, ~~2011~~2012. No public trading market has developed for the Units, and it is not anticipated that such a market will develop in the future.

~~The~~In 2010, the Partnership ~~distributed~~recorded a distribution payable of approximately $29,000, which represented the ~~following~~estimated ~~amounts~~Ohio withholding taxes to be paid by the ~~unit~~Partnership ~~holders~~on ~~during~~behalf of certain partners in connection with the ~~years~~sale ~~ended~~of ~~December~~Glenbridge ~~30,~~Manor Apartments. As it was subsequently determined in 2011 ~~and~~that ~~2010~~no (Ohio withholding taxes were due in ~~thousands~~connection with the sale of Glenbridge Manor Apartments, ~~except~~the ~~per~~Partnership ~~unit~~distributed ~~data):~~this amount to those partners from which it was withheld during 2012. There were no other distributions made to the partners during 2012 or 2011.

		Per		Per
	Year ended	Series A	Year ended	Series A
	December 31, 2011	Unit	December 31, 2010	Unit
Sale(1)	$ --	$ --	$6,135	$ 6.75

Future cash distributions will depend on the levels of cash generated from operations, and the timing of the debt maturity, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any distributions to its partners in 2013 or subsequent periods. See “Item 2. Property – Capital Improvements” for information relating to anticipated capital expenditures at the property.

~~(1) Proceeds~~In ~~from~~addition to its indirect ownership of the ~~September~~general ~~2010~~partner ~~sale~~interest in the Partnership, Aimco and its affiliates owned 574,447.25 Units in the Partnership representing 63.32% of ~~Glenbridge~~the ~~Manor~~outstanding ~~Apartments~~Units at December 31, 2012. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.32% of the outstanding Units, Aimco and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder.

In 2010, the Partnership recorded an additional distribution payable of approximately $29,000, which represented the estimated Ohio withholding taxes to be paid by the Partnership on behalf of certain partners in connection with the sale of Glenbridge Manor Apartments. As it was subsequently determined in 2011 that no Ohio withholding taxes were due in connection with the sale of Glenbridge Manor Apartments, the Partnership expects to distribute this amount to those partners from which it was withheld during 2012.

Future cash distributions will depend on the levels of cash generated from operations, and the timing of the debt maturity, property sale and/or refinancing. The Partnership's cash available for distribution is reviewed on a monthly basis. There can be no assurance, however, that the Partnership will generate sufficient funds from operations, after planned capital expenditures, to permit any distributions to its partners in 2012 or subsequent periods. See “Item 2. Property – Capital Improvements” for information relating to anticipated capital expenditures at the property.

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 574,447.25 Units in the Partnership representing 63.31% of the outstanding Units at December 31, 2011. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco, either through private purchases or tender offers. Pursuant to the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.31% of the outstanding Units, Aimco and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder.

Item 6. Selected Financial Data

Not applicable.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

This item should be read in conjunction with the financial statements and other items contained elsewhere in this report.

The Partnership’s financial results depend upon a number of factors including the ability to attract and maintain tenants at the investment property, interest rates on mortgage loans, costs incurred to operate the investment property, general economic conditions and weather. As part of the ongoing plan of the Partnership, the General Partner monitors the rental market environment of its investment property to assess the feasibility of increasing rents, maintaining or increasing occupancy levels and protecting the Partnership from increases in expense. As part of this plan, the General Partner attempts to protect the Partnership from the burden of inflation-related increases in expenses by increasing rents and maintaining a high overall occupancy level. However, the General Partner may use rental concessions and rental rate reductions to offset softening market conditions; accordingly, there is no guarantee that the General Partner will be able to sustain such a plan. Further, a number of factors that are outside the control of the Partnership such as the local economic climate and weather can adversely or positively affect the Partnership’s financial results.

Results of Operations

The Partnership’s net loss for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 was approximately $~~595~~449,000 and $~~272~~595,000, respectively. The ~~statements~~statement of operations included in “Item 8. Financial Statements and Supplementary Data” for the ~~years~~year ended December 31, 2011 ~~and~~reflects ~~2010~~a ~~reflect~~$265,000 ~~the~~casualty ~~operations~~gain ofrecognized ~~Glenbridge~~in ~~Manor~~2011 ~~Apartments~~with asrespect ~~income from discontinued operations due~~ to ~~its~~a ~~sale~~2008 oncasualty ~~September~~at 9,Glenbridge ~~2010. In~~Manor ~~addition, the statement of operations for the year ended December 31, 2010 reflects the operations of Windemere~~ Apartments as income from discontinued operations due to its sale on ~~August~~September 69, ~~2009~~2010.

~~The~~During ~~following~~2008, ~~table~~Glenbridge ~~presents~~Manor ~~summarized~~Apartments ~~results~~experienced ofsignificant ~~operations~~ground ~~related~~movement causing damage to three buildings, water pipes and sewer lines. The total damages were approximately $7,456,000. Prior to 2011, the Partnership received approximately $5,160,000 of insurance proceeds and approximately $3,038,000 in reimbursement of attorneys’s ~~discontinued~~fees ~~operations~~from ~~for~~successful litigation against the ~~years~~general contractor, soils engineer and retaining wall contractor. During the year ended December 31, 2011, ~~and~~the ~~2010~~Partnership (received approximately $265,000 of additional insurance proceeds, which is included in ~~thousands):~~income from discontinued operations.

	Year Ended
	December 31, 2011
	Glenbridge Manor
	Apartments
Revenues	$ --
Expenses	--
Casualty gain	265
Income from discontinued operations	$ 265

The Partnership’s loss before discontinued operations for the years ended December 31, 2012 and 2011 was approximately $449,000 and $860,000, respectively. The decrease in loss before discontinued operations is due to an increase in total revenues, income from the merger of an affiliated partnership and the recognition of an impairment loss and equity in loss from investments in 2011, partially offset by an increase in total expenses.

		Year Ended
		December 31, 2010
	Windemere	Glenbridge Manor
	Apartments	Apartments	Total
Revenues	$ --	$ 2,624	$ 2,624
Expenses	--	(2,955)	(2,955)
Other income	--	1,664	1,664
Casualty gain	99	29	128
Impairment loss	--	(800)	(800)
Loss on early extinguishment of debt	--	(105)	(105)
Income from discontinued operations	$ 99	$ 457	$ 556

Total revenues increased primarily due to an increase in rental income. Other income remained relatively constant for the comparable periods. The increase in rental income is primarily due to an increase in the average rental rate and occupancy at Highcrest Townhomes, partially offset by an increase in bad debt expense.

OnTotal ~~September~~expenses 9,increased ~~2010,~~due ~~the~~to ~~Partnership~~increases ~~sold~~in ~~Glenbridge~~operating, ~~Manor~~depreciation, ~~Apartments~~interest toand aproperty ~~third~~tax ~~party~~expenses. ~~for~~General aand ~~gross~~administrative ~~sale~~expense ~~price~~remained ofrelatively ~~$26,200,000.~~constant ~~The~~for ~~net proceeds realized by~~ the ~~Partnership~~comparable ~~were~~periods. ~~approximately~~Operating ~~$9,552,000~~expenses ~~after~~increased ~~payment~~primarily ofdue ~~closing~~to ~~costs~~increases ofin ~~approximately~~contract ~~$137~~services,~~000~~ ~~and~~marketing ~~the~~costs, ~~assumption~~software ofexpenses ~~the~~and ~~mortgage~~call ~~debt~~center ~~encumbering~~costs, ~~the~~partially ~~property~~offset ~~of approximately $16,511,000~~ by ~~the~~decreases ~~purchaser.~~in Inpersonnel ~~accordance~~costs ~~with the Partnership’s impairment policy~~ and ~~Financial~~turnover ~~Accounting~~costs. ~~Standards~~Depreciation ~~Board~~expense ~~Accounting~~increased ~~Standards~~primarily ~~Codification~~due ~~(“ASC”)~~to ~~Topic~~property ~~360-10,~~improvements ~~“Property, Plant~~ and ~~Equipment”,~~replacements ~~the~~placed ~~Partnership~~into ~~recorded~~service anat ~~impairment loss of approximately $800,000 to write~~ the property ~~value~~during ~~down to~~ the ~~sale~~past ~~price~~twelve ~~during~~months. ~~the~~Interest ~~year~~expense ~~ended~~increased ~~December~~primarily ~~31,~~due ~~2010.~~to ~~This~~an ~~amount~~increase ~~is included~~ in ~~income~~interest ~~from~~expense ~~discontinued~~on ~~operations.~~advances Asfrom aan ~~result~~affiliate of the ~~sale,~~General ~~the~~Partner ~~Partnership~~as ~~recorded~~ a ~~loss~~result of ~~approximately~~a ~~$69,000,~~higher ~~which~~average isoutstanding ~~included~~advance balance in ~~loss from sale of discontinued operations~~2012. InThe ~~addition,~~increase ~~the~~in ~~Partnership~~property ~~recorded~~tax aexpense ~~loss~~is onprimarily ~~the early extinguishment of debt of approximately $105,000~~ due to ~~the~~an ~~write~~increase ~~off of unamortized loan costs, which is included~~ in ~~income from discontinued operations for~~ the ~~year~~tax ~~ended~~rate ~~December~~at ~~31,~~Highcrest ~~2010~~Townhomes.

~~During~~Included ~~2008,~~in ~~Glenbridge~~general ~~Manor Apartments experienced significant ground movement causing damage to two buildings, water pipes~~ and ~~sewer~~administrative ~~lines.~~expenses ~~These~~for ~~two buildings, containing 17 units,~~ the ~~office,~~years clubhouse and fitness center, were evacuated. One of the buildings containing 12 units was demolished, and another building was partially demolished. A third building experienced minor ground movement, which required approximately $60,000 to repair. The total damages were approximately $7,456,000, of which approximately $2,904,000 relates to buildings, approximately $4,353,000 relates to demolition, land improvements and reconstruction, and approximately $199,000 relates to lost rents. The reconstruction completed involved repairs to damaged buildings and common areas and ground restoration. The Partnership did not reconstruct the demolished buildings. During the year ended December 31, ~~2009,~~2012 ~~the Partnership received approximately $4,932,000 of insurance proceeds to cover the damages,~~ and ~~approximately~~2011 ~~$199,000~~are toreimbursements ~~cover lost rents. During the year ended December 31, 2009, the Partnership recognized a casualty gain of approximately $2,686,000 due~~ to the ~~receipt~~General ofPartner ~~insurance~~as ~~proceeds,~~allowed ~~partially~~under ~~offset by~~ the ~~net write off of undepreciated damaged assets of approximately $2,246,000. During the year ended December 31, 2010, the~~ Partnership ~~received additional proceeds of approximately $29~~Agreement,~~000,~~ ~~which~~costs ~~are~~associated ~~included~~with ~~in income from discontinued operations. The Partnership and affiliates had pursued litigation against~~ the ~~architect,~~quarterly ~~general contractor, soils engineer~~ and ~~retaining~~annual ~~wall~~communications ~~contractor~~with toinvestors ~~recover damages. During the year ended December 31, 2010, the Partnership~~ and ~~affiliates~~regulatory ~~settled~~agencies ~~the case for $5,300,000 with amounts received from the architect, general contractor, soils engineer~~ and ~~retaining wall contractor. The Partnership received reimbursement of approximately $3,038,000 during~~ the ~~year~~annual ~~ended~~audit ~~December~~required ~~31,~~by ~~2010, which is included in income from discontinued operations, for its attorneys’ fees related to this case. The remaining settlement proceeds were reimbursed to Aimco’s risk pool for~~ the ~~insurance proceeds previously paid to the~~ Partnership. ~~During the year ended December 31, 2011, the Partnership received approximately $265,000 of additional insurance proceeds, which is included in income from discontinued operations~~Agreement.

InThe ~~September~~equity ~~2008,~~in ~~Windemere~~loss ~~Apartments~~from ~~sustained~~investments ~~damage~~for ~~from~~the ~~Hurricane~~year ~~Ike. The~~ended ~~damages~~December ~~were~~31, ~~approximately~~2011 ~~$1,284,000,~~was ~~including~~due ~~clean~~to upthe ~~costs~~recognition of ~~approximately~~the ~~$634,000.~~Partnership’s ~~During~~share of the ~~year~~loss ~~ended~~on ~~December~~its ~~31,~~investment ~~2009,~~in ~~the~~an ~~Partnership~~affiliated ~~received~~partnership. This ~~insurance~~investment ~~proceeds~~was ofaccounted ~~approximately~~for ~~$650,000~~using ~~to cover~~ the ~~damages~~equity ~~and~~method ~~approximately~~of ~~$259,000~~accounting. Distributions ~~for~~from ~~clean~~the upaffiliated ~~costs.~~partnership ~~The~~were ~~Partnership~~accounted ~~recognized~~for as a ~~casualty~~reduction ~~gain~~ of ~~approximately~~the ~~$220,000~~investment ~~due~~balance. toWhen ~~receipt~~the ofinvestment ~~insurance~~balance ~~proceeds,~~had ~~offset~~been byreduced ~~the~~to ~~net~~zero, ~~write~~subsequent ~~off~~distributions ofreceived ~~undepreciated~~would ~~damaged~~be ~~assets~~recognized ofas ~~approximately $430,000~~income. During the year ended December 31, ~~2010~~2011, the Partnership ~~received~~recognized ~~additional~~equity ~~proceeds~~in ofloss ~~approximately~~from ~~$99,000,~~the ~~which~~operating ~~are~~results ~~included~~of inthe ~~income~~investment ~~from~~of ~~discontinued~~approximately ~~operations~~$20,000.

~~The~~In accordance with the Partnership’s ~~loss~~impairment ~~before~~policy, ~~discontinued~~the ~~operations~~Partnership ~~was~~recorded ~~approximately~~an ~~$860,000~~impairment ~~and~~loss of approximately $~~759~~417,000 ~~for~~during the ~~years~~year ended December 31, 2011 ~~and~~to ~~2010,~~write ~~respectively. The~~its ~~increase~~investment in ~~loss~~the ~~before~~affiliated ~~discontinued~~partnership ~~operations~~down isto ~~due~~zero. During tothe year ended December 31, 2012, the ~~recognition~~affiliated partnership merged with affiliates of anthe ~~impairment~~General ~~loss~~Partner. As ona result of the ~~investment~~completion inof the ~~affiliated~~merger, ~~partnership~~the ~~and~~Partnership areceived ~~decrease~~approximately in$24,000 ~~total~~as ~~revenues~~consideration for its special limited partnership interest, ~~partially~~which ~~offset~~is byreflected aas ~~decrease~~income infrom ~~total~~merger ~~expenses~~of affiliated partnership for the year ended December 31, 2012.

The decrease in total revenues is primarily due to a decrease in rental income. Other income remained relatively constant for the comparable periods. The decrease in rental income is primarily due to a decrease in occupancy, partially offset by an increase in the average rental rate at Highcrest Townhomes.

Total expenses decreased due to decreases in operating, general and administrative and interest expenses, partially offset by increases in depreciation and property tax expenses. Operating expenses decreased primarily due to decreases in salaries and related benefits, utility expenses and eviction costs as a result of an improved applicant screening process at Highcrest Townhomes. Interest expense decreased primarily due to a decrease in interest expense on advances from an affiliate of the General Partner as a result of a lower average outstanding advance balance in 2011. Depreciation expense increased primarily due to property improvements and replacements placed into service at the property during the past twelve months. The increase in property tax expense is primarily due to an adjustment to the tax accrual during the year ended December 31, 2010 at Highcrest Townhomes as a result of the receipt of the 2009 tax bill which reflected a decrease in the assessed value of the property.

The decrease in general and administrative expenses is primarily due to decreases in management reimbursements charged by the General Partner as allowed under the Partnership Agreement due to the sale of Glenbridge Manor Apartments in 2010 and professional expenses associated with the administration of the Partnership. Also included in general and administrative expenses for the years ended December 31, 2011 and 2010 are costs associated with the quarterly and annual communications with investors and regulatory agencies and the annual audit required by the Partnership Agreement.

The equity in loss from investments for the years ended December 31, 2011 and 2010 is due to the recognition of the Partnership’s share of loss on its investment in an affiliated partnership. This investment is accounted for under the equity method of accounting. Distributions from the affiliated partnership are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the statements of operations. No distributions were received during the years ended December 31, 2011 or 2010. In accordance with the Partnership’s impairment policy, the Partnership recorded an impairment loss of approximately $417,000 during the second quarter of 2011 to write its investment in the affiliated partnership down to zero. Subsequent to December 31, 2011, the affiliated partnership merged with affiliates of the General Partner. As a result of the completion of the merger, the Partnership expects to receive approximately $24,000 for its special limited partnership interest during the first quarter of 2012.

Liquidity and Capital Resources

At December 31, ~~2011~~2012, the Partnership had cash and cash equivalents of approximately $79143,000, compared with approximately $~~117~~79,000 at December 31, ~~2010~~2011. Cash ~~The decrease in cash~~ and cash equivalents ofincreased approximately $3864,000 is due to approximately $~~351~~498,000 of cash ~~used~~provided inby ~~investing~~operating activities, partially offset by approximately $~~289~~294,000 and $24140,000 of cash ~~provided~~used byin ~~operating~~investing and financing activities, respectively. Cash used in investing activities consisted of property improvements and replacements, partially offset by ~~insurance~~merger proceeds received for the Partnership’s investment in an affiliated partnership. Cash ~~provided~~used byin financing activities consisted of ~~advances~~principal ~~received~~payments ~~from~~made ~~AIMCO~~on ~~Properties,~~the ~~L.P.,~~mortgage ~~partially~~note ~~offset~~payable byencumbering the Partnership’s investment property, repayment of advances from AIMCO Properties, L.P., and ~~principal~~a ~~payments~~distribution ~~made~~paid onto ~~the~~partners, ~~mortgage~~partially ~~encumbering~~offset ~~the~~by ~~Partnership’s~~an ~~investment~~advance ~~property~~received from AIMCO Properties, L.P.

Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $~~405~~110,000 and $1405,~~900,~~000 during the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively, to fund ~~capital improvements and~~ real estate taxes ~~at Highcrest Townhomes~~ and ~~operations~~capital ~~and~~improvements aat ~~partial~~Highcrest ~~repayment of the mortgage encumbering Glenbridge Manor Apartments, respectively~~Townhomes. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. The interest rate on the outstanding advances at December 31, ~~2011~~2012 was 10.08%. Interest expense was approximately $427,000 and $~~190~~4,000 for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively. During the years ended December 31, ~~2011~~2012 and ~~2010~~2011, the Partnership ~~made~~repaid ~~payments~~advances ~~of principal~~ and accrued interest of approximately $~~222~~75,000 and $4222,~~534,~~000, respectively, from ~~insurance~~operations ~~proceeds~~ and ~~sale~~insurance ~~and settlement~~ proceeds. At December 31, 2012 and 2011, ~~approximately~~the ~~$187,000~~amount of outstanding advances and accrued interest ~~were~~due ~~unpaid~~to ~~and~~AIMCO ~~are~~Properties, ~~included~~L.P. inwas ~~due~~approximately to$249,000 ~~affiliates.~~and ~~There~~$187,000, ~~were~~respectively, noand ~~advances~~is orincluded ~~accrued~~in ~~interest~~ due to ~~AIMCO Properties, L~~affiliates.P. ~~at December 31, 2010.~~ The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

The sufficiency of existing liquid assets to meet future liquidity and capital expenditure requirements is directly related to the level of capital expenditures required at the property to adequately maintain the physical assets and other operating needs of the Partnership and to comply with Federal, state, and local legal and regulatory requirements. The General Partner monitors developments in the area of legal and regulatory compliance. The Partnership regularly evaluates the capital improvement needs of the property. While the Partnership has no material commitments for property improvements and replacements, certain routine capital expenditures are anticipated during ~~2012~~2013. Such capital expenditures will depend on the physical condition of the property as well as anticipated cash flow generated by the property. Capital expenditures will be incurred only if cash is available from operations, Partnership reserves, or advances from AIMCO Properties, L.P., although AIMCO Properties, L.P. does not have an obligation to fund such advances. To the extent that capital improvements are completed, the Partnership's distributable cash flow, if any, may be adversely affected at least in the short term.

The Partnership's assets are thought to be generally sufficient for any near-term needs (exclusive of capital improvements and amounts due to affiliates) of the Partnership. The mortgage indebtedness encumbering Highcrest Townhomes of approximately $10,~~563~~391,000 is being amortized over 360 months and requires a balloon payment of approximately $9,414,000 in 2017. ~~The~~Since the Partnership’s term will expire on December 31, 2013 and the term cannot be extended, the General Partner is currently evaluating its plans with the respect to the Partnership’s investment property, which may ~~attempt~~include a sale to ~~refinance~~a third party or continuing operations past the ~~indebtedness~~expiration ~~encumbering~~date until the property ~~and/or~~is ~~sell~~sold. The General Partner may attempt to refinance the indebtedness encumbering the property prior to termination of the Partnership. If the property cannot be refinanced or sold for a sufficient amount, the Partnership will risk losing the property through foreclosure.

~~The~~In 2010, the Partnership ~~distributed~~recorded a distribution payable of approximately $29,000, which represented the ~~following~~estimated ~~amounts~~Ohio withholding taxes to be paid by the ~~unit~~Partnership ~~holders~~on ~~during~~behalf of certain partners in connection with the ~~years~~sale ~~ended~~of ~~December~~Glenbridge ~~31,~~Manor Apartments. As it was subsequently determined in 2011 ~~and~~that ~~2010~~no (Ohio withholding taxes were due in ~~thousands~~connection with the sale of Glenbridge Manor Apartments, ~~except~~the ~~per~~Partnership ~~unit~~distributed ~~data):~~this amount to those partners from which it was withheld, during 2012. There were no other distributions made to the partners during 2012 or 2011.

		Per		Per
	Year ended	Series A	Year ended	Series A
	December 31, 2011	Unit	December 31, 2010	Unit
Sale(1)	$ --	$ --	$6,135	$ 6.75

(1) Proceeds from the September 2010 sale of Glenbridge Manor Apartments.

Critical Accounting Policies and Estimates

A summary of the Partnership’s significant accounting policies is included in "Note A – Organization and Summary of Significant Accounting Policies" which is included in the financial statements in "Item 8. Financial Statements and Supplementary Data”. The General Partner believes that the consistent application of these policies enables the Partnership to provide readers of the financial statements with useful and reliable information about the Partnership’s operating results and financial condition. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Partnership to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements as well as reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Judgments and assessments of uncertainties are required in applying the Partnership’s accounting policies in many areas. The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment property is stated at its fair market value at the time of foreclosure in 2002, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Real property investment is subject to varying degrees of risk. Several factors may adversely affect the economic performance and value of the Partnership’s investment property. These factors include, but are not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing; and changes in interest rates and the availability of financing. Any adverse changes in these and other factors could cause an impairment of the Partnership’s asset.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less. The Partnership will offer rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, is recognized on a straight-line basis over the term of the lease. The Partnership evaluates all accounts receivable from residents and establishes an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

LIST OF FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Balance Sheets - December 31, ~~2011~~2012 and ~~2010~~2011

Statements of Operations - Years ended December 31, ~~2011~~2012 and ~~2010~~2011

Statements of Changes in Partners' ~~Capital~~Deficit ~~(Deficiency)~~ - Years ended December 31, ~~2011~~2012 and ~~2010~~2011

Statements of Cash Flows - Years ended December 31, ~~2011~~2012 and ~~2010~~2011

Notes to Financial Statements

Report of Independent Registered Public Accounting Firm

The Partners

Consolidated Capital Institutional Properties/2, LP

We have audited the accompanying balance sheets of Consolidated Capital Institutional Properties/2, LP as of December 31, ~~2011~~2012 and ~~2010~~2011, and the related statements of operations, changes in partners' ~~capital~~deficit ~~(deficiency),~~ and cash flows for each of the two years in the period ended December 31, ~~2011~~2012. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Consolidated Capital Institutional Properties/2, LP at December 31, ~~2011~~2012 and ~~2010~~2011, and the results of its operations and its cash flows for each of the two years in the period ended December 31, ~~2011~~2012, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As discussed in Note A to the financial statements, the Partnership Agreement provides for the Partnership to terminate on December 31, 2013. This raises substantial doubt about the Partnership’s ability to continue as a going concern. Management’s plans in regard to these matters also are described in Note A. The 2012 financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

/s/ERNST & YOUNG LLP

Greenville, South Carolina

March 1613, ~~2012~~2013

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

BALANCE SHEETS

(in thousands)

	December 31,
	2011	2010
	2012	2011
Assets
Cash and cash equivalents	$ 79143	$ ~~117~~79
Receivables and deposits	~~124~~126	~~122~~124
Other assets	~~123~~85	~~151~~123
Investment in affiliated partnership	--	437
Investment property:
Land	3,660	3,660
Buildings and related personal property	910,~~949~~158	109,~~367~~949
Total investment property	13,~~609~~818	1413,~~027~~609
Less accumulated depreciation	(45,~~489~~053)	(4,~~939~~489)
Investment property, net	98,~~120~~765	9,~~088~~120
Total assets	$ 9,~~446~~119	$ 9,~~915~~446
Liabilities and Partners' Deficit
Liabilities
Accounts payable	$ 5234	$ 9852
Tenant security deposit liabilities	5563	5655
Distributions payable	~~170~~141	170
Due to affiliates	~~312~~593	--312
Accrued property taxes	~~306~~324	~~302~~306
Other liabilities	~~156~~190	~~138~~156
Mortgage note payable	10,~~563~~391	10,~~724~~563
Total liabilities	11,~~614~~736	11,~~488~~614
Partners' Deficit
General partner	(~~475~~479)	(~~469~~475)
Limited partners	(12,~~693~~138)	(1,~~104~~693)
Total partners’ deficit	(2,~~168~~617)	(12,~~573~~168)
Total liabilities and partners’ deficit	$ 9,~~446~~119	$ 9,~~915~~446

See Accompanying Notes to the Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

STATEMENTS OF OPERATIONS

(in thousands, except per unit data)

	Years Ended
	December 31,
	2011	2010
	2012	2011
Revenues:
Rental income	$ 2,~~080~~181	$ 2,~~109~~080
Other income	~~381~~378	~~376~~381
Total revenues	2,~~461~~559	2,~~485~~461
Expenses:
Operating	~~944~~978	~~1,014~~944
General and administrative	~~340~~341	~~455~~340
Depreciation	~~600~~656	~~559~~600
Interest	~~703~~724	~~936~~703
Property taxes	~~297~~333	~~238~~297
Total expenses	23,~~884~~032	32,~~202~~884
Loss before discontinued operations, impairment loss
Loss before equity in loss from investment, impairment loss, income from discontinued operations and income from merger of affiliated partnership	(473)	(423)
and equity in loss from investments	(423)	(717)
Equity in loss from investment	--	(20)
Equity in loss from investments	(20)	(42)
Impairment loss on investment	--	(417)
Impairment loss on investment	(417)	--
Income from discontinued operations	--	265
Income from discontinued operations	265	556
Income from merger of affiliated partnership	24	--
Loss from sale of discontinued operations	--	(69)
Net loss	$ (449)	$ (595)
Net loss	$ (595)	$ (272)
Net loss allocated to general partner (1%)	$ (4)	$ (6)
Net loss allocated to general partner (1%)	$ (6)	$ (3)
Net loss allocated to limited partners (Series A) (99%)	$ (445)	$ (589)
Net loss allocated to Series A unit holders (99%)	$ (589)	$ (269)
Per Series A unit:
Loss before discontinued operations	$ (0.9449)	$ (0.8394)
Income from discontinued operations	~~0.29~~--	0.6029
Loss from sale of discontinued operations	--	(0.07)
Net loss	$ (0.49)	$ (0.65)
Net loss	$ (0.65)	$ (0.30)
Distributions per Series A unit	$ --	$ 6.75

See Accompanying Notes to the Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

STATEMENTS OF CHANGES IN PARTNERS' ~~CAPITAL (DEFICIENCY)~~DEFICIT

(in thousands)

		Series A
	General	Unit
	Partner	Holders	Total
Partners’ capital (deficiency) at
Partners’ deficit at December 31, 2010	$ (469)	$(1,104)	$(1,573)
December 31, 2009	$ (466)	$ 5,300	$ 4,834
Distributions to partners	--	(6,135)	(6,135)
Net loss for the year ended
December 31, 2010	(3)	(269)	(272)
Partners’ deficiency at December 31, 2010	(469)	(1,104)	(1,573)
Net loss for the year ended
December 31, 2011	(6)	(589)	(595)
Partners’ deficiency at December 31, 2011	$ (475)	$(1,693)	$(2,168)
Partners’ deficit at December 31, 2011	(475)	(1,693)	(2,168)
Net loss for the year ended
December 31, 2012	(4)	(445)	(449)
Partners’ deficit at December 31, 2012	$ (479)	$(2,138)	$(2,617)

See Accompanying Notes to the Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

STATEMENTS OF CASH FLOWS

(in thousands)

	Years Ended December 31,
	2011	2010
	2012	2011
Cash flows from operating activities:
Net loss	$ (~~595~~449)	$ (~~272~~595)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation	~~600~~656	~~1,210~~600
Amortization of loan costs	40	6740
Casualty gain	(265)	(128)
Bad debt expense	58	27
Loss on early extinguishment of debt	--	105
Casualty gain	--	(265)
Impairment loss	~~417~~--	~~800~~417
Loss from sale of discontinued operations	--	69
Income from merger of affiliated partnership	(24)	--
Equity in loss from investments	20	42
Equity in loss from investment	--	20
Change in accounts:
Other assets	(122)	59(12)
Receivables and deposits	(260)	39(29)
Accounts payable	(621)	(~~369~~62)
Accrued property taxes	418	~~(542)~~4
Due to affiliates	~~127~~220	~~(538)~~127
Tenant security deposit liabilities	~~(1)~~8	(751)
Other liabilities	1834	~~(212)~~18
Net cash provided by operating activities	~~289~~498	~~255~~289
Cash flows from investing activities:
Net proceeds from sale of discontinued operations	--	9,552
Proceeds from merger of affiliated partnership	24	--
Property improvements and replacements	(~~616~~318)	(~~1,322~~616)
Insurance proceeds received	~~265~~--	~~128~~265
Net cash provided by (used in) investing activities	(351)	8,358
Net cash used in investing activities	(294)	(351)
Cash flows from financing activities:
Principal payments on mortgage notes payable	(161)	(461)
Principal payments on mortgage note payable	(172)	(161)
Distributions to partners	--	(6,106)
Distribution to partners	(29)	--
Advances from affiliate	~~405~~110	~~1,900~~405
Repayment of advances from affiliate	(~~220~~49)	(~~4,206~~220)
Net cash provided by (used in) financing activities	24(140)	~~(8,873)~~24
Net decrease in cash and cash equivalents	(38)	(260)
Net increase (decrease) in cash and cash equivalents	64	(38)
Cash and cash equivalents at beginning of the year	~~117~~79	~~377~~117
Cash and cash equivalents at end of the year	$ 79143	$ ~~117~~79
Supplemental disclosure of cash flow information:
Cash paid for interest	$ ~~661~~673	$ ~~1,725~~661
Supplemental disclosure of non-cash activities:
Property improvements and replacements included in
accounts payable	$ 3013	$ 1430
Assumption of mortgage note payable by the purchaser	$ --	$ 16,511
Distribution payable to partners	$ --	$ 29

See Accompanying Notes to the Financial Statements

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2011~~2012

Note A - Organization and Summary of Significant Accounting Policies

Organization: Consolidated Capital Institutional Properties/2, LP (the "Partnership" or "Registrant"), a California Limited Partnership, was formed on April 12, 1983. ConCap Equities, Inc., a Delaware corporation (the "General Partner" or "CEI") is the general partner of the Partnership. The General Partner is a subsidiary of Apartment Investment and Management Company ("Aimco"), a publicly traded real estate investment trust. The Partnership Agreement provides that the Partnership is to terminate on December 31, 2013 unless terminated prior to such date. The Partnership Agreement also provides that the term of the Partnership cannot be extended beyond the termination date. The Partnership commenced operations on July 22, 1983. The Partnership currently owns and operates one residential investment property located in Illinois.

OnConsolidated ~~July 28,~~Capital ~~2011~~Institutional Properties/2, LP (the "Partnership" ~~entered~~or ~~into~~"Registrant"), ana ~~agreement~~California ~~and~~Limited ~~plan~~Partnership, ofwas ~~merger~~formed ~~(the~~on ~~“Merger~~April ~~Agreement”)~~12, ~~with~~1983. ~~AIMCO~~ConCap ~~Properties~~Equities, LInc.P., a Delaware ~~limited~~corporation ~~partnership~~(the ~~and~~"General ~~AIMCO~~Partner" ~~CCIP/2~~or ~~Merger~~"CEI") ~~Sub~~is ~~LLC,~~the ageneral ~~Delaware~~partner ~~limited~~of ~~liability~~the ~~company~~Partnership. The General Partner is a subsidiary of ~~which~~Apartment ~~AIMCO~~Investment ~~Properties~~and Management Company ("Aimco"), La publicly traded real estate investment trust.P. isThe ~~the~~Partnership ~~sole~~Agreement ~~member~~provides (that the ~~“Merger~~Partnership ~~Subsidiary”),~~is ~~pursuant~~ to ~~which~~terminate ~~the~~on ~~Merger~~December ~~Subsidiary~~31, ~~was~~2013 unless terminated prior to besuch ~~merged~~date. ~~with~~The ~~and~~Partnership ~~into~~Agreement also provides that the ~~Partnership,~~term ~~with~~of the Partnership ascannot ~~the~~be ~~surviving~~extended ~~entity~~beyond (the ~~“Merger”)~~termination date. OnThe ~~February~~Partnership 7,commenced ~~2012,~~operations ~~AIMCO~~on ~~Properties~~July 22, L1983.P The Partnership currently owns and operates one residential investment property located in Illinois. The ~~determined~~General ~~not~~Partner tois ~~proceed~~currently ~~with~~evaluating ~~the~~its ~~Merger~~plans ~~and~~with ~~terminated~~respect to the ~~Merger~~Partnership’s ~~Agreement~~investment property.

~~Subsequent~~Going ~~Events: The~~Concern ~~Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.~~

~~Basis~~The ofPartnership ~~Presentation: The~~Agreement ~~accompanying~~provides ~~statements~~that ofthe ~~operations~~Partnership ~~for~~is to terminate on December 31, 2013 unless terminated prior to such date. Since the ~~years~~Partnership’s ~~ended~~term will expire on December 31, ~~2011~~2013 and ~~2010~~the ~~reflect~~term ~~the~~cannot ~~operations~~be ofextended, ~~Glenbridge~~the ~~Manor~~General ~~Apartments~~Partner asis ~~income~~currently ~~from~~evaluating ~~discontinued~~its ~~operations~~plans ~~due~~with respect to ~~its~~the Partnership’s investment property, which may include a sale onto ~~September~~a 9,third ~~2010~~party or continuing operations past the expiration date until the property is sold. InThe ~~addition,~~2012 ~~the~~financial ~~accompanying~~statements ~~statement~~do ofnot ~~operations~~include ~~for~~any ~~the~~adjustments ~~year~~to ~~ended~~reflect ~~December~~the ~~31,~~possible ~~2010~~future ~~reflects~~effects on the ~~operations~~recoverability and classification of ~~Windemere~~assets ~~Apartments~~or asthe ~~income~~amounts ~~from~~and ~~discontinued~~classification ~~operations~~of ~~due~~liabilities tothat ~~its~~may ~~sale~~result onfrom ~~August~~the 6,outcome ~~2009~~of this uncertainty.

~~The~~Subsequent ~~following~~Events ~~table presents summarized results of operations related to the Partnership’s discontinued operations for the years ended December 31, 2011 and 2010 (in thousands).~~

	Year Ended
	December 31, 2011
	Glenbridge Manor
	Apartments
Revenues	$ --
Expenses	--
Casualty gain	265
Income from discontinued operations	$ 265

The Partnership’s management evaluated subsequent events through the time this Annual Report on Form 10-K was filed.

		Year Ended
		December 31, 2010
	Windemere	Glenbridge Manor
	Apartments	Apartments	Total
Revenues	$ --	$ 2,624	$ 2,624
Expenses	--	(2,955)	(2,955)
Other income	--	1,664	1,664
Casualty gain	99	29	128
Impairment loss	--	(800)	(800)
Loss on early extinguishment of debt	--	(105)	(105)
Income from discontinued operations	$ 99	$ 457	$ 556

Basis of Presentation

~~Use of Estimates:~~ The ~~preparation~~accompanying statement of ~~financial~~operations ~~statements~~for inthe ~~conformity~~year ~~with~~ended ~~accounting~~December ~~principles~~31, ~~generally~~2011 ~~accepted~~reflects in the ~~United~~$265,000 ~~States~~casualty ~~requires~~gain ~~management~~recognized toin ~~make~~2011 ~~estimates~~with ~~and~~respect ~~assumptions~~to ~~that~~a ~~affect~~2008 ~~the~~casualty ~~amounts~~at ~~reported~~Glenbridge inManor ~~the~~Apartments ~~financial~~as ~~statements~~income ~~and~~from ~~accompanying~~discontinued ~~notes.~~operations ~~Actual~~due ~~results~~to ~~could~~its ~~differ~~sale ~~from~~on ~~those~~September ~~estimates~~9, 2010.

~~Cash~~Use ~~and Cash Equivalents: Cash and cash equivalents include cash on hand and in banks. At certain times, the amount~~ of ~~cash~~Estimates deposited at a bank may exceed the limit on insured deposits. Cash balances included approximately $41,000 and $72,000 at December 31, 2011 and 2010, respectively, that are maintained by an affiliated management company on behalf of affiliated entities in cash concentration accounts.

~~Income~~The ~~Taxes:~~preparation Noof ~~provision~~financial ~~has~~statements ~~been made~~ in ~~the~~conformity ~~financial~~with ~~statements~~accounting ~~for~~principles ~~Federal~~generally ~~income~~accepted ~~taxes~~in ~~because,~~the ~~under~~United ~~current~~States ~~law,~~requires nomanagement ~~Federal~~to ~~income~~make ~~taxes~~estimates ~~are~~and ~~paid~~assumptions ~~directly~~that byaffect the ~~Partnership. The~~amounts ~~Unit~~reported ~~holders~~in ~~are~~the ~~responsible~~financial ~~for~~statements ~~their~~and ~~respective~~accompanying ~~shares of Partnership net income or loss~~notes. ~~The~~Actual ~~Partnership~~results ~~reports~~could ~~certain~~differ ~~transactions~~from ~~differently~~those ~~for tax than for financial statement purposes~~estimates.

~~Partners'~~Cash ~~Capital (Deficiency): The Partnership Agreement provides for net income~~ and ~~net losses for both financial and tax reporting purposes to be allocated 99% to the Limited Partners and 1% to the General Partner. "Distributable~~ Cash ~~from~~Equivalents Operations", as defined in the Partnership Agreement, is to be allocated 99% to the Limited Partners and 1% to the General Partner. Distributions of surplus funds are to be allocated 100% to the Limited Partners.

~~Abandoned~~Cash ~~Units: During 2011~~ and ~~2010,~~cash ~~the~~equivalents ~~number~~include ofcash ~~limited~~on ~~partnership~~hand ~~units~~and ~~(the~~in ~~“Units”) decreased by 1,198~~banks.90 ~~and~~At ~~162.70~~certain ~~Units~~times, ~~respectively,~~the ~~due~~amount toof ~~limited~~cash ~~partners~~deposited ~~abandoning~~at ~~their~~a ~~Units.~~bank Atmay ~~December~~exceed ~~31,~~the ~~2011~~limit ~~and~~on ~~2010,~~insured ~~the~~deposits. ~~Partnership~~Cash ~~had~~balances ~~outstanding~~included ~~907~~approximately $143,~~300.20~~000 and ~~908~~$41,~~499.1~~000 ~~Units,~~at ~~respectively.~~December In31, ~~abandoning~~2012 ~~his~~and or2011, ~~her Units~~respectively, athat ~~limited~~are ~~partner~~maintained ~~relinquishes~~by ~~all~~an ~~right,~~affiliated ~~title~~management ~~and~~company ~~interest~~on inbehalf ~~the Partnership as~~ of ~~the~~affiliated ~~date~~entities ofin ~~the~~cash ~~abandonment~~concentration accounts.

~~Net~~Income ~~Loss~~Taxes Per Limited Partnership Unit: Net loss per Unit is computed by dividing net loss allocated to the Limited Partners by the number of Units outstanding at the beginning of the fiscal year. Per Unit information has been computed based on 908,499.1 and 908,661.8 units outstanding for 2011 and 2010, respectively.

~~Depreciation:~~No ~~Depreciation~~provision ishas ~~provided~~been bymade in the ~~straight-line~~financial ~~method~~statements ~~over~~for ~~the~~Federal ~~estimated~~income ~~lives~~taxes ofbecause, ~~the~~under ~~investment~~current ~~property~~law, ~~and~~no ~~related~~Federal ~~personal~~income ~~property. For~~taxes ~~Federal~~are ~~income~~paid ~~tax~~directly ~~purposes,~~by the ~~modified~~Partnership. The ~~accelerated~~Unit ~~cost~~holders ~~recovery~~are ~~method~~responsible isfor ~~used~~their ~~for~~respective ~~depreciation~~shares of ~~(1)~~Partnership ~~real~~net ~~property~~income ~~over~~or ~~27½~~loss. ~~years~~The ~~and~~Partnership ~~(2)~~reports ~~personal~~certain ~~property~~transactions ~~additions~~differently ~~over~~for 5tax ~~years~~than for financial statement purposes.

~~Investment~~Partners' ~~property:~~Deficit Investment property consists of one apartment complex and is stated at fair market value at the time of foreclosure in 2002, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership capitalizes costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level. The Partnership capitalizes interest, property taxes and insurance during periods in which redevelopment and construction projects are in progress. No such costs were capitalized during the years ended December 31, 2011 and 2010. Capitalized costs are depreciated over the estimated useful life of the asset. The Partnership charges to expense as incurred costs that do not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.

IfThe ~~events~~Partnership orAgreement ~~circumstances~~provides ~~indicate~~for ~~that~~net ~~the~~income ~~carrying~~and ~~amount~~net oflosses ~~the~~for ~~property~~both ~~may~~financial ~~not~~and betax ~~recoverable,~~reporting ~~the~~purposes ~~Partnership~~to ~~will~~be ~~make~~allocated an99% ~~assessment~~to ofthe ~~its~~Limited ~~recoverability~~Partners byand ~~comparing~~1% ~~the carrying amount~~ to the ~~Partnership’s~~General ~~estimate~~Partner. of"Distributable ~~the~~Cash ~~undiscounted~~from ~~future cash flows~~Operations", ~~excluding~~as ~~interest~~defined ~~charges,~~in of the ~~property. If~~Partnership ~~the carrying amount exceeds the estimated aggregate undiscounted future cash flows~~Agreement, ~~the~~is ~~Partnership~~to ~~would~~be ~~recognize~~allocated an99% ~~impairment loss~~ to the ~~extent~~Limited ~~the~~Partners ~~carrying~~and ~~amount~~1% ~~exceeds~~to the ~~estimated~~General ~~fair value of the property~~Partner. Distributions ~~As discussed in “Note H – Sale~~ of ~~Investment~~surplus ~~Property”,~~funds ~~the~~are ~~Partnership~~to ~~recorded~~be anallocated ~~impairment~~100% ~~loss of approximately $800,000 related~~ to ~~its investment in Glenbridge Manor Apartments during~~ the ~~year~~Limited ~~ended December 31, 2010, which was included in income from discontinued operations~~Partners.

~~Tenant~~Abandoned Security Deposits: The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits. The security deposits are refunded when the tenant vacates, provided the tenant has not damaged the space and is current on rental payments.Units

~~Leases: The~~During ~~Partnership~~2012 ~~generally~~and ~~leases~~2011, ~~apartment~~the ~~units~~number ~~for~~of ~~twelve-month~~limited ~~terms~~partnership orunits ~~less. The~~(the ~~Partnership~~“Units”) ~~will~~decreased ~~offer~~by ~~rental~~156.60 ~~concessions~~and ~~during~~1,198.90 ~~particularly~~Units, ~~slow~~respectively, ~~months~~due ~~or in response~~ to ~~heavy~~limited ~~competition~~partners ~~from~~abandoning ~~other~~their ~~similar complexes in the area~~Units. ~~Rental~~ ~~income~~At ~~attributable~~December ~~to leases~~31, ~~net~~2012 ofand ~~any concessions~~2011, ~~is recognized on a straight-line basis over~~ the ~~term~~Partnership ofhad ~~the~~outstanding ~~lease~~907,143. ~~The~~60 ~~Partnership~~and ~~evaluates~~907,300.20 ~~all~~Units, ~~accounts~~respectively. ~~receivable~~In ~~from~~abandoning ~~residents~~his ~~and~~or ~~establishes~~her ~~an allowance~~Units, ~~after~~a ~~the~~limited ~~application~~partner ofrelinquishes ~~security~~all ~~deposits~~right, ~~for~~title ~~accounts~~and ~~greater~~interest ~~than~~in 30the ~~days~~Partnership ~~past~~as ~~due~~of onthe ~~current~~date ~~tenants~~of ~~and~~the ~~all receivables due from former tenants~~abandonment.

~~Advertising~~Net ~~Costs:~~Loss ~~The~~Per Limited Partnership ~~expenses~~Unit the costs of advertising as incurred. Advertising costs of approximately $33,000 and $74,000 for the years ended December 31, 2011 and 2010, respectively, were charged to expense as incurred and are included in operating expenses and income from discontinued operations.

~~Deferred~~Net ~~Costs:~~loss ~~Loan~~per ~~costs~~Unit is computed by dividing net loss allocated to the Limited Partners by the number of ~~approximately~~Units ~~$213,000~~outstanding at ~~both~~the ~~December~~beginning ~~31,~~of ~~2011~~the ~~and~~fiscal ~~2010,~~year. ~~less~~Per ~~accumulated~~Unit ~~amortization~~information ofhas ~~approximately~~been ~~$134~~computed based on 907,~~000~~300.20 and ~~$94~~908,~~000,~~499.1 ~~respectively,~~units ~~are~~outstanding ~~included~~for in2012 ~~other~~and ~~assets~~2011, respectively.

~~Amortization~~Depreciation expense was approximately $40,000 and $67,000 for the years ended December 31, 2011 and 2010, respectively, and is included in interest expense and income from discontinued operations. Amortization expense is expected to be approximately $40,000 for 2012 and approximately $39,000 for 2013.

~~Leasing~~Depreciation ~~commissions~~is ~~and~~provided ~~other~~by ~~direct~~the ~~costs~~straight-line ~~incurred~~method inover ~~connection~~the ~~with~~estimated ~~successful~~lives ~~leasing~~of ~~efforts~~the ~~are~~investment ~~deferred~~property and ~~amortized~~related ~~over~~personal ~~the~~property. For ~~terms~~Federal ofincome tax purposes, the ~~related~~modified ~~leases. Amortization~~accelerated ofcost ~~these~~recovery ~~costs~~method is ~~included~~used infor ~~operating~~depreciation ~~expenses~~of (1) real property over 27½ years and ~~income~~(2) ~~from~~personal ~~discontinued~~property ~~operations~~additions over 5 years.

~~Fair~~Investment ~~Value~~property of Financial Instruments: Financial Accounting Standards Board Accounting Standards Codification (“ASC”)Topic 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership believes that the carrying amount of its financial instruments (except for the mortgage note payable) approximates their fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage note payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. At December 31, 2011, the fair value of the Partnership's mortgage note payable at the Partnership's incremental borrowing rate was approximately $11,618,000.

Investment property consists of one apartment complex and is stated at fair market value at the time of foreclosure in 2002, less accumulated depreciation, unless the carrying amount of the asset is not recoverable. The Partnership capitalizes costs incurred in connection with capital additions activities, including redevelopment and construction projects, other tangible property improvements and replacements of existing property components. Included in these capitalized costs are payroll costs associated with time spent by site employees in connection with the planning, execution and control of all capital additions activities at the property level. The Partnership capitalizes interest, property taxes and insurance during periods in which redevelopment and construction projects are in progress. No such costs were capitalized during the years ended December 31, 2012 and 2011. Capitalized costs are depreciated over the estimated useful life of the asset. The Partnership charges to expense as incurred costs that do not relate to capital additions activities, including ordinary repairs, maintenance and resident turnover costs.

If events or circumstances indicate that the carrying amount of the property may not be recoverable, the Partnership will make an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeds the estimated aggregate undiscounted future cash flows, the Partnership would recognize an impairment loss to the extent the carrying amount exceeds the estimated fair value of the property.

Tenant Security Deposits

The Partnership requires security deposits from lessees for the duration of the lease and such deposits are included in receivables and deposits. The security deposits are refunded when the tenant vacates, provided the tenant has not damaged the space and is current on rental payments.

Leases

Advertising Costs

The Partnership expenses the costs of advertising as incurred. Advertising costs of approximately $44,000 and $33,000 for the years ended December 31, 2012 and 2011, respectively, were charged to expense as incurred and are included in operating expenses.

Deferred Costs

Loan costs of approximately $213,000 at both December 31, 2012 and 2011, less accumulated amortization of approximately $174,000 and $134,000, respectively, are included in other assets.

Amortization expense was approximately $40,000 for both the years ended December 31, 2012 and 2011, and is included in interest expense. Amortization expense is expected to be approximately $39,000 for 2013.

Leasing commissions and other direct costs incurred in connection with successful leasing efforts are deferred and amortized over the terms of the related leases. Amortization of these costs is included in operating expenses.

Fair Value of Financial Instruments

Financial Accounting Standards Board Accounting Standards Codification Topic (“ASC”) 825, “Financial Instruments”, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Partnership is required to classify these fair value measurements into one of three categories, based on the nature of the inputs used in the fair value measurement. Level 1 of the hierarchy includes fair value measurements based on unadjusted quoted prices in active markets for identical assets or liabilities the Partnership can access at the measurement date. Level 2 includes fair value measurements based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 includes fair value measurements based on unobservable inputs. The classification of fair value measurements is subjective and generally accepted accounting principles require the Partnership to disclose more detailed information regarding those fair value measurements classified within the lower levels of the hierarchy. The Partnership believes that the carrying amount of its financial instruments (except for the mortgage note payable) approximates its fair value due to the short-term maturity of these instruments. The Partnership estimates the fair value of its mortgage note payable by discounting future cash flows using a discount rate commensurate with that currently believed to be available to the Partnership for similar term, mortgage notes payable. The Partnership has classified this fair value measurement within Level 2 of the fair value hierarchy. At December 31, 2012, the fair value of the Partnership's mortgage note payable at the Partnership's incremental borrowing rate was approximately $11,593,000.

Segment Reporting: ASC Topic 280-10, “Segment Reporting”, established standards for the way that public business enterprises report information about operating segments in annual financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC Topic 280-10 also established standards for related disclosures about products and services, geographic areas, and major customers. As defined in ASC Topic 280-10, the Partnership has only one reportable segment.

~~Note B – Mortgage Note Payable~~Reclassifications

~~The~~Certain ~~principal~~reclassifications ~~terms~~have ofbeen made to the ~~mortgage~~2011 ~~note~~balances ~~payable~~to ~~are~~conform asto ~~follows:~~the 2012 presentation.

	Principal Balance At December 31,			Monthly			Principal
				Payment	Stated		Balance
				Including	Interest	Maturity	Due at
	2011		2010	Interest	Rate	Date (1)	Maturity
	(in thousands)						(in thousands)
Property
Highcrest Townhomes	$10,563	$10,724		$ 68	6.17%	10/01/17	$ 9,414

Note B – Transactions with Affiliated Parties

~~(1) Maturity~~The ~~date~~Partnership ofhas ~~the~~no ~~mortgage~~employees ~~note~~and ~~payable~~depends ~~encumbering~~on ~~Highcrest~~the ~~Townhomes~~General ~~extends~~Partner ~~beyond~~and its affiliates for the ~~termination~~management ~~date~~and administration of ~~the~~all Partnership, ~~which~~activities. The isPartnership ~~December~~Agreement ~~31,~~provides ~~2013~~for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

~~The~~Affiliates ~~mortgage~~of ~~note~~the ~~payable~~General isPartner areceive ~~fixed~~5% ~~rate~~of ~~mortgage~~gross ~~that~~receipts isfrom ~~nonrecourse and is secured by a pledge of~~ the Partnership’s ~~investment~~ property ~~and~~as bycompensation ~~pledge~~for ofproviding ~~revenues~~property ~~from~~management ~~the~~services. ~~respective~~The ~~investment~~Partnership ~~property.~~paid ~~The~~to ~~mortgage~~such ~~note~~affiliates ~~imposes~~approximately a$127,000 ~~prepayment~~and ~~penalty~~$119,000 iffor ~~repaid~~the ~~prior~~years toended ~~maturity.~~December ~~Further~~31, ~~the~~2012 ~~property~~and ~~may~~2011, ~~not~~respectively, bewhich ~~sold~~are ~~subject~~included toin ~~existing~~operating ~~indebtedness~~expenses.

~~While~~An affiliate of the General Partner charged the Partnership ~~termination~~for ~~date~~reimbursement isof accountable administrative expenses amounting to approximately $241,000 and $259,000 for the years ended December 31, ~~2013~~2012 and 2011, ~~scheduled~~respectively, ~~principal~~which ~~payments~~is included in general and administrative expenses and investment property. The portion of ~~the~~these ~~mortgage~~reimbursements ~~note~~included ~~payable~~in ~~subsequent~~investment toproperty for the yearsended December 31, 2012 and 2011 are asconstruction ~~follows~~management (services provided by an affiliate of the General Partner of approximately $34,000 and $68,000, respectively. At December 31, 2012 and 2011, the Partnership owed approximately $344,000 and $125,000, respectively, for accountable administrative expenses, which is included in ~~thousands):~~due to affiliates.

	Mortgage
	Notes
2012	$ 172
2013	183
2014	194
2015	207
2016	220
Thereafter	9,587
	$10,563

Pursuant to the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the General Partner, advanced the Partnership approximately $110,000 and $405,000 during the years ended December 31, 2012 and 2011, respectively, to fund real estate taxes and capital improvements at Highcrest Townhomes. AIMCO Properties, L.P. charges interest on advances under the terms permitted by the Partnership Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner review the market rate adjustment quarterly. The interest rate on the outstanding advances at December 31, 2012 was 10.08%. Interest expense was approximately $27,000 and $4,000 for the years ended December 31, 2012 and 2011, respectively. During the years ended December 31, 2012 and 2011, the Partnership repaid advances and accrued interest of approximately $75,000 and $222,000, respectively, from operations and insurance proceeds. At December 31, 2012 and 2011, the amount of outstanding advances and accrued interest due to AIMCO Properties, L.P. was approximately $249,000 and $187,000, respectively, and is included in due to affiliates. The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

~~Note~~The CPartnership insures its property up to certain limits through coverage provided by Aimco which is generally self-insured ~~Transactions~~for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability, and vehicle liability. The Partnership insures its property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with ~~Affiliated~~the ~~Parties~~General Partner. During the years ended December 31, 2012 and 2011, the Partnership was charged by Aimco and its affiliates approximately $29,000 and $25,000, respectively, for insurance coverage and fees associated with policy claims administration.

~~The~~In ~~Partnership~~addition ~~has~~to noits ~~employees~~indirect ~~and~~ownership ~~depends~~of onthe general partner interest in the ~~General~~Partnership, ~~Partner~~Aimco and its affiliates ~~for~~owned 574,447.25 Units in the ~~management~~Partnership representing 63.32% of the outstanding Units at December 31, 2012. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and ~~administration~~units in AIMCO Properties, L.P., the operating partnership of ~~all~~Aimco, ~~Partnership~~either ~~activities~~through private purchases or tender offers. ~~The~~Pursuant to the Partnership Agreement, ~~provides~~Unit ~~for~~holders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain ~~payments~~amendments to ~~affiliates~~the ~~for~~Partnership ~~services~~Agreement and ~~reimbursement~~voting to remove the General Partner. As a result of ~~certain~~its ~~expenses~~ownership ~~incurred~~of by63.32% of the outstanding Units, Aimco and its affiliates onare ~~behalf~~in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder.

~~Affiliates~~Note ofC ~~the~~– ~~General~~Investment Partner receive 5% of gross receipts from the Partnership's properties as compensation for providing property management services. The Partnership paid to such affiliates approximately $119,000 and $263,000, for the years ended December 31, 2011 and 2010, respectively, which are included in ~~operating~~Affiliated ~~expenses and income from discontinued operations.~~Partnership

AnThe ~~affiliate of the General Partner charged the~~ Partnership ~~for~~had ~~reimbursement~~an ofinvestment ~~accountable~~as ~~administrative~~a ~~expenses~~special ~~amounting~~limited topartner ~~approximately~~in ~~$259,000~~an ~~and~~affiliated ~~$285~~partnership,~~000~~ ~~for~~Consolidated ~~the~~Capital ~~years~~Properties ~~ended~~IV. This ~~December~~investment ~~31,~~was ~~2011~~accounted ~~and~~for ~~2010,~~using ~~respectively,~~the ~~which~~equity ismethod ~~included~~of inaccounting. ~~general~~Distributions ~~and~~from ~~administrative~~the ~~expenses,~~affiliated ~~investment~~partnership ~~property,~~were ~~and~~accounted ~~loss~~for ~~from~~as ~~sale~~a ofreduction ~~discontinued operations. The portion~~ of ~~these~~the ~~reimbursements included in~~ investment ~~property~~balance. ~~and~~When ~~loss~~the ~~from~~investment ~~sale~~balance ofhad ~~discontinued~~been ~~operations~~reduced ~~for~~to ~~the years ended December 31~~zero, ~~2011~~subsequent ~~and~~distributions ~~2010~~received ~~are~~would ~~construction~~be ~~management~~recognized ~~services~~as ~~provided~~income. byDuring ~~an affiliate of~~ the ~~General~~year ~~Partner~~ended ~~of approximately $68,000 and $28,000, respectively. At~~ December 31, 2011, the Partnership ~~owed~~recognized ~~approximately~~equity ~~$125,000 for accountable administrative expenses, which is included~~ in ~~due~~loss tofrom ~~affiliates.~~the Nooperating ~~such~~results ~~amounts~~of ~~were~~the ~~owed~~investment atof ~~December~~approximately 31$20, ~~2010~~000.

~~Pursuant~~In toaccordance with the Partnership’s ~~Agreement,~~impairment ~~AIMCO Properties~~policy, ~~L.P., an affiliate of~~ the ~~General~~Partnership ~~Partner,~~recorded ~~advanced~~an ~~the~~impairment ~~Partnership~~loss of approximately $~~405~~417,000 ~~and $1,900,000~~ during the ~~years~~year ended December 31, 2011 ~~and 2010, respectively,~~ to ~~fund~~write ~~capital~~its ~~improvements~~investment ~~and~~in ~~real~~the ~~estate~~affiliated ~~taxes~~partnership atdown ~~Highcrest~~to ~~Townhomes~~zero. During ~~and operations and a partial repayment of~~ the ~~mortgage~~year ~~encumbering~~ended ~~Glenbridge~~December ~~Manor Apartments~~31, ~~respectively. AIMCO Properties~~2012, ~~L.P. charges interest on advances under~~ the ~~terms~~affiliated ~~permitted~~partnership bymerged ~~the~~with ~~Partnership~~affiliates Agreement. The interest rates charged on the outstanding advances made to the Partnership range from the prime rate plus 2% to a variable rate based on the prime rate plus a market rate adjustment for similar type loans. Affiliates of the General Partner ~~review the market rate adjustment quarterly~~. As ~~The~~a ~~interest~~result ~~rate~~of on the ~~outstanding~~completion ~~advances~~of atthe ~~December 31~~merger, ~~2011~~the ~~was~~Partnership ~~10.08%.~~received ~~Interest expense was~~ approximately $424,000 ~~and~~as ~~$190,000~~consideration for ~~the~~its ~~years~~special ~~ended~~limited ~~December~~partnership 31interest, ~~2011~~which ~~and~~is ~~2010,~~reflected ~~respectively.~~as ~~During~~income ~~the years ended December 31, 2011 and 2010, the Partnership made payments of principal and accrued interest of approximately $222,000 and $4,534,000, respectively,~~ from ~~insurance~~merger ~~proceeds and sale and settlement proceeds. At December 31, 2011, approximately $187,000~~ of ~~advances~~affiliated ~~and~~partnership ~~accrued~~for ~~interest~~the ~~were~~year ~~unpaid~~ended ~~and are included in due to affiliates. There were no advances or accrued interest due to AIMCO Properties, L.P. at~~ December 31, ~~2010~~2012. The Partnership may receive additional advances of funds from AIMCO Properties, L.P., although AIMCO Properties, L.P. is not obligated to provide such advances. For more information on AIMCO Properties, L.P., including copies of its audited balance sheet, please see its reports filed with the Securities and Exchange Commission.

~~The~~Note ~~Partnership~~D ~~insures~~– ~~its~~Casualty properties up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its properties above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the General Partner. During the years ended December 31, 2011 and 2010, the Partnership was charged by Aimco and its affiliates approximately $25,000 and $199,000, respectively, for insurance coverage and fees associated with policy claims administration.Event

InDuring ~~addition~~2008, toGlenbridge ~~its~~Manor ~~indirect~~Apartments ~~ownership~~experienced ofsignificant ~~the~~ground ~~general~~movement ~~partner~~causing ~~interest~~damage into ~~the~~three ~~Partnership~~buildings, ~~Aimco~~water pipes and ~~its~~sewer ~~affiliates owned 574,447~~lines.25 ~~Units~~The intotal ~~the~~damages ~~Partnership~~were ~~representing~~approximately ~~63.31% of the outstanding Units at December 31~~$7, ~~2011~~456,000. APrior ~~number of these Units were acquired pursuant~~ to ~~tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties~~2011, ~~L.P.,~~ the ~~operating~~Partnership ~~partnership~~received ofapproximately ~~Aimco~~$5, ~~either through private purchases or tender offers. Pursuant to the Partnership Agreement~~160,000 ~~Unit holders holding a majority~~ of ~~the~~insurance ~~Units~~proceeds ~~are~~and ~~entitled~~approximately ~~to take action with respect to a variety of matters that include~~$3, ~~but are not limited to~~038,000 ~~voting~~in onreimbursement ~~certain~~of ~~amendments~~attorneys’ tofees ~~the~~from ~~Partnership~~successful ~~Agreement~~litigation ~~and~~against ~~voting to remove~~ the ~~General~~general ~~Partner. As a result of its ownership of 63.31% of the outstanding Units~~contractor, ~~Aimco~~soils engineer and ~~its~~retaining ~~affiliates~~wall ~~are in a position to control all such voting decisions with respect to the Partnership~~contractor. ~~Although~~During the ~~General~~year ~~Partner~~ended ~~owes~~December ~~fiduciary~~31, ~~duties~~2011, to the ~~limited partners of the~~ Partnership, ~~the~~received ~~General~~approximately ~~Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result~~$265,000 ~~the duties~~ of ~~the~~additional ~~General~~insurance ~~Partner~~proceeds, aswhich ~~general~~is ~~partner,~~included toin ~~the~~income ~~Partnership~~from ~~and~~discontinued ~~its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder~~operations.

Note DE – ~~Investment~~Mortgage ~~Property~~Note ~~and Accumulated Depreciation~~Payable

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Net Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition
Highcrest Townhomes	$10,563	$ 3,660	$ 8,540	$ 1,409

The principal terms of the mortgage note payable are as follows:

	Gross Amount At Which Carried
	Principal Balance at December 31, 2012	Principal Balance at December 31, 2011		Monthly Payment Including Interest	Stated Interest Rate	Maturity Date (1)	Principal Balance Due at Maturity
	At December 31, 2011
	(in thousands)						(in thousands)
	(in thousands)
Property
		Buildings
Highcrest Townhomes	$10,391		$10,563	$ 68	6.17%	10/01/17	$ 9,414
		And Related
		Personal		Accumulated	Date of	Date	Depreciable
Description	Land	Properties	Total	Depreciation	Construction	Acquired	Life
Highcrest
Townhomes	$3,660	$9,949	$13,609	$4,489	1968	08/22/02	5-30 yrs

~~Reconciliation~~(1) Maturity date of ~~"Investment~~the ~~Property~~mortgage ~~and~~note ~~Accumulated~~payable ~~Depreciation":~~encumbering Highcrest Townhomes extends beyond the termination date of the Partnership, which is December 31, 2013.

	Years Ended December 31,
	2011	2010
	(in thousands)
Investment Properties
Balance at beginning of year	$ 14,027	$ 46,979
Property improvements	632	1,310
Saleof investment property	--	(33,462)
Impairment loss	--	(800)
Retirement of assets	(1,050)	--
Balance at end of year	$ 13,609	$ 14,027
Accumulated Depreciation
Balance at beginning of year	$ 4,939	$ 11,079
Additions charged to expense	600	1,210
Saleof investment property	--	(7,350)
Retirement of assets	(1,050)	--
Balance at end of year	$ 4,489	$ 4,939

The mortgage note payable is a fixed rate mortgage that is nonrecourse and is secured by a pledge of the Partnership’s investment property and by pledge of revenues from the respective investment property. The mortgage note imposes a prepayment penalty if repaid prior to maturity. Further, the property may not be sold subject to existing indebtedness.

~~During~~While the ~~year~~Partnership ~~ended~~termination date is December 31, ~~2011~~2013, ~~the~~scheduled ~~Partnership~~principal ~~retired~~payments ~~and~~of ~~wrote~~the ~~off~~mortgage ~~personal~~note ~~property~~payable nosubsequent ~~longer~~to ~~being~~December ~~used that had a cost basis of approximately $1~~31,~~050,000~~ ~~and~~2012 ~~accumulated~~are ~~depreciation~~as offollows ~~approximately~~(in ~~$1,050,000.~~thousands):

The aggregate cost of the investment property for Federal income tax purposes at December 31, 2011 and 2010 is approximately $14,660,000 and $14,028,000, respectively. The accumulated depreciation taken for Federal income tax purposes at December 31, 2011 and 2010 is approximately $4,794,000 and $4,245,000, respectively.


2013	$ 183
2014	194
2015	207
2016	220
2017	9,587
	$10,391

Note EF -– Investment inProperty Affiliatedand PartnershipAccumulated Depreciation

The Partnership has an investment in the following affiliated partnership:

		Initial Cost
		To Partnership
		(in thousands)
			Buildings	Net Cost
			and Related	Capitalized
			Personal	Subsequent to
Description	Encumbrances	Land	Property	Acquisition

Highcrest Townhomes	$10,391	$ 3,660	$ 8,540	$ 1,618

			Investment Balance At December 31,
	Gross Amount At Which Carried
		Ownership
	At December 31, 2012
Partnership	Type of Ownership	Percentage	2011	2010
	(in thousands)
			(in thousands)
		Buildings
Consolidated Capital	Special Limited
		And Related
Properties IV	Partner	1.86%	$ --	$ 437
		Personal		Accumulated	Date of	Date	Depreciable
Description	Land	Properties	Total	Depreciation	Construction	Acquired	Life
Highcrest Townhomes	$ 3,660	$10,158	$13,818	$ 5,053	1968	08/22/02	5-30 yrs

~~This~~Reconciliation ~~investment is accounted for using the equity method~~ of ~~accounting.~~"Investment ~~Distributions~~Property from the affiliated partnership are accounted for as a reduction of the investment balance until the investment balance is reduced to zero. When the investment balance has been reduced to zero, subsequent distributions received are recognized as income in the accompanying statements of operations. During the years ended December 31, 2011 and ~~2010,~~Accumulated ~~the Partnership recognized equity in loss from the operating results of the investment of approximately $20,000 and $42,000, respectively.~~ Depreciation":

In accordance with the Partnership’s impairment policy, the Partnership recorded an impairment loss of approximately $417,000 during the year ended December 31, 2011 to write its investment in the affiliated partnership down to zero. Subsequent to December 31, 2011, the affiliated partnership merged with affiliates of the General Partner. As a result of the completion of the merger, the Partnership expects to receive approximately $24,000 for its special limited partnership interest during the first quarter of 2012.

	Years Ended December 31,
	2012	2011
	(in thousands)
Investment Properties
Balance at beginning of year	$ 13,609	$ 14,027
Property improvements	301	632
Retirement of assets	(92)	(1,050)
Balance at end of year	$ 13,818	$ 13,609

Accumulated Depreciation
Balance at beginning of year	$ 4,489	$ 4,939
Additions charged to expense	656	600
Retirement of assets	(92)	(1,050)
Balance at end of year	$ 5,053	$ 4,489

~~Note~~During Fthe years ended December 31, 2012 and 2011, the Partnership retired and wrote-off ~~Income~~personal ~~Taxes~~property no longer being used that had a cost basis of approximately $92,000 and $1,050,000, respectively, and accumulated depreciation of approximately $92,000 and $1,050,000, respectively.

The ~~Partnership~~aggregate iscost ~~classified~~of asthe ainvestment ~~partnership~~property for Federal income tax purposes~~. Accordingly,~~ noat ~~provision~~December ~~for~~31, ~~income~~2012 ~~taxes~~and 2011 is ~~made~~approximately in$14,952,000 ~~the~~and ~~financial~~$14,660,000, ~~statements~~respectively. ofThe ~~the~~accumulated ~~Partnership.~~depreciation ~~Taxable~~taken ~~income~~for orFederal ~~loss~~income oftax ~~the~~purposes ~~Partnership~~at isDecember ~~reported~~31, in2012 ~~the~~and ~~income~~2011 ~~tax~~is ~~returns~~approximately of$5,415,000 ~~its~~and ~~partners~~$4,794,000, respectively.

~~The~~Note ~~following~~G is- aIncome ~~reconciliation of reported net loss and Federal taxable (loss) income for the years ended December 31, 2011 and 2010 (in thousands, except per unit data):~~Taxes

	2011	2010
Net loss as reported	$ (595)	$ (272)
Add (deduct):
Depreciation differences	51	(74)
Change in prepaid rental	8	(40)
Gain on sale of investment property	--	3,706
Other	365	(514)
Federal taxable (loss) income	$ (171)	$ 2,806
Federal taxable (loss) income per
Series A unit holder	$ (0.19)	$ 3.06

The Partnership is classified as a partnership for Federal income tax purposes. Accordingly, no provision for income taxes is made in the financial statements of the Partnership. Taxable income or loss of the Partnership is reported in the income tax returns of its partners.

The following is a reconciliation ~~between~~of ~~the Partnership's~~ reported ~~amounts~~net loss and Federal ~~tax~~taxable ~~basis~~(loss) ofincome ~~net~~for ~~assets~~the years ended December 31, 2012 and ~~liabilities~~2011 (in thousands, except per unit data):

	2011	2010
	2012	2011
Net liabilities as reported	$(2,168)	$(1,573)
Net loss as reported	$ (449)	$ (595)
Building and land	1,051	1
Add (deduct):
Accumulated depreciation	(305)	694
Loss on merger of affiliated partnership	(2,771)	--
Syndication fees	25,796	25,796
Depreciation differences	35	51
Other	3,158	2,785
Change in prepaid rental	(3)	8
Net assets - tax basis	$27,532	$27,703
Other	66	365
Federal taxable loss	$ (3,122)	$ (171)
Federal taxable loss per Series A unit holder	$ (3.41)	$ (0.19)

~~Note~~The Gfollowing -is ~~Casualty~~a ~~Events~~reconciliation between the Partnership's reported amounts and Federal tax basis of net assets and liabilities (in thousands):

During 2008, Glenbridge Manor Apartments experienced significant ground movement causing damage to two buildings, water pipes and sewer lines. These two buildings, containing 17 units, the office, clubhouse and fitness center, were evacuated. One of the buildings containing 12 units was demolished, and another building was partially demolished. A third building experienced minor ground movement, which required approximately $60,000 to repair. The total damages were approximately $7,456,000, of which approximately $2,904,000 relates to buildings, approximately $4,353,000 relates to demolition, land improvements and reconstruction, and approximately $199,000 relates to lost rents. The reconstruction completed involved repairs to damaged buildings and common areas and ground restoration. The Partnership did not reconstruct the demolished buildings. During the year ended December 31, 2009, the Partnership received approximately $4,932,000 of insurance proceeds to cover the damages, and approximately $199,000 to cover lost rents. During the year ended December 31, 2009, the Partnership recognized a casualty gain of approximately $2,686,000 due to the receipt of insurance proceeds, partially offset by the net write off of undepreciated damaged assets of approximately $2,246,000. During the year ended December 31, 2010, the Partnership received additional proceeds of approximately $29,000, which are included in income from discontinued operations. The Partnership and affiliates had pursued litigation against the architect, general contractor, soils engineer and retaining wall contractor to recover damages. During the year ended December 31, 2010, the Partnership and affiliates settled the case for $5,300,000 with amounts received from the architect, general contractor, soils engineer and retaining wall contractor. The Partnership received reimbursement of approximately $3,038,000 during the year ended December 31, 2010, which is included in income from discontinued operations, for its attorneys’ fees related to this case. The remaining settlement proceeds were reimbursed to Aimco’s risk pool for the insurance proceeds previously paid to the Partnership. During the year ended December 31, 2011, the Partnership received approximately $265,000 of additional insurance proceeds, which is included in income from discontinued operations.

	2012	2011
Net liabilities as reported	$ (2,617)	$ (2,168)
Building and land	1,134	1,051
Accumulated depreciation	(362)	(305)
Syndication fees	25,796	25,796
Other	460	3,158
Net assets - tax basis	$ 24,411	$ 27,532

InNote ~~September~~H ~~2008,~~– Windemere Apartments sustained damage from Hurricane Ike. The damages were approximately $1,284,000, including clean up costs of approximately $634,000. During the year ended December 31, 2009, the Partnership received insurance proceeds of approximately $650,000 to cover the damages and approximately $259,000 for clean up costs. The Partnership recognized a casualty gain of approximately $220,000 due to receipt of insurance proceeds, offset by the net write off of undepreciated damaged assets of approximately $430,000. During the year ended December 31, 2010, the Partnership received additional proceeds of approximately $99,000, which are included in income from discontinued operations.Distributions

~~Note~~In H2010, -the ~~Sale~~Partnership recorded a distribution payable of ~~Investment~~approximately ~~Property~~$29,000, which represented the estimated Ohio withholding taxes to be paid by the Partnership on behalf of certain partners in connection with the sale of Glenbridge Manor Apartments. As it was subsequently determined in 2011 that no Ohio withholding taxes were due in connection with the sale of Glenbridge Manor Apartments, the Partnership distributed this amount to those partners from which it was withheld during 2012.

OnNote ~~September~~I 9,– ~~2010,~~Contingencies the Partnership sold Glenbridge Manor Apartments to a third party for a gross sale price of $26,200,000. The net proceeds realized by the Partnership were approximately $9,552,000 after payment of closing costs of approximately $137,000 and the assumption of the mortgage debt encumbering the property of approximately $16,511,000 by the purchaser. In accordance with the Partnership’s impairment policy and ASC Topic 360-10, “Property, Plant and Equipment”, the Partnership recorded an impairment loss of approximately $800,000 to write the property value down to the sale price during the year ended December 31, 2010. This amount is included in income from discontinued operations. As a result of the sale, the Partnership recorded a loss of approximately $69,000, which is included in loss from sale of discontinued operations. In addition, the Partnership recorded a loss on the early extinguishment of debt of approximately $105,000 due to the write off of unamortized loan costs, which is included in income from discontinued operations for the year ended December 31, 2010.

~~Note~~The IPartnership –is ~~Distributions~~unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

~~The~~Various ~~Partnership~~Federal, ~~distributed~~state and local laws subject property owners or operators to liability for management, and the ~~following~~costs ~~amounts~~of removal or remediation, of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the ~~unit~~owner ~~holders~~or ~~during~~operator knew of, or was responsible for, the ~~years~~release ~~ended~~or ~~December~~presence 30of such materials. The presence of, ~~2011~~or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and ~~2010~~the (ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in ~~thousands~~connection therewith, ~~except~~the ~~per~~improper ~~unit~~management ~~data):~~of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws for the proper operation of the disposal facility. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.

		Per		Per
	Year ended	Series A	Year ended	Series A
	December 31, 2011	Unit	December 31, 2010	Unit
Sale(1)	$ --	$ --	$6,135	$ 6.75

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~(1) Proceeds from the September 2010 sale of Glenbridge Manor Apartments~~None.

Note J - Contingencies

The Partnership is unaware of any pending or outstanding litigation matters involving it or its investment property that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain potentially hazardous materials present on a property, including lead-based paint, asbestos, polychlorinated biphenyls, petroleum-based fuels, and other miscellaneous materials. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such materials. The presence of, or the failure to manage or remedy properly, these materials may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the improper management of these materials on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of these materials through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of these materials is potentially liable under such laws for the proper operation of the disposal facility. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its property, the Partnership could potentially be responsible for environmental liabilities or costs associated with its property.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Disclosure Controls and Procedures

The Partnership’s management, with the participation of 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, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. 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 and procedures are effective.

Management’s Report on Internal Control Over Financial Reporting

The Partnership’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, the principal executive and principal financial officers of the General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, and effected by the Partnership’s management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

· pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets;

· provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of the Partnership’s management; and

· provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Partnership’s management assessed the effectiveness of the Partnership’s internal control over financial reporting as of December 31, ~~2011~~2012. In making this assessment, the Partnership’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on their assessment, the Partnership’s management concluded that, as of December 31, ~~2011~~2012, the Partnership’s internal control over financial reporting is effective.

This annual report does not include an attestation report of the Partnership’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Partnership’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Partnership to provide only management’s report in this annual report.

(b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of ~~2011~~2012 that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Registrant has no directors or officers. The General Partner is ConCap Equities, Inc. (“CEI”). The names and ages of, as well as the position and offices held by the present directors and officers of the General Partner are set forth below. There are no family relationships between or among any directors or officers.

Name	Age	Position
Steven D. Cordes	4041	Director and Senior Vice President
John Bezzant	4950	Director and Executive Vice President
Ernest M. Freedman	4142	Executive Vice President and Chief Financial Officer
Lisa R. Cohn	4344	Executive Vice President, General Counsel and Secretary
Paul Beldin	3839	Senior Vice President and Chief Accounting Officer
Stephen B. Waters	5051	Senior Director of Partnership Accounting

Steven D. Cordes was appointed as a Director of the General Partner effective March 2, 2009. Mr. Cordes has been a Senior Vice President of the General Partner and Aimco since May 2007. Mr. Cordes joined Aimco in 2001 as a Vice President of Capital Markets with responsibility for Aimco’s joint ventures and equity capital markets activity. Prior to joining Aimco, Mr. Cordes was a manager in the financial consulting practice of PricewaterhouseCoopers. Effective March 2009, Mr. Cordes was appointed to serve as the equivalent of the chief executive officer of the Partnership. Mr. Cordes brings particular expertise to the Board in the areas of asset management as well as finance and accounting.

John Bezzant was appointed as a Director of the General Partner effective December 16, 2009. Mr. Bezzant was appointed Executive Vice President of the General Partner and Aimco in January 2011 and prior to that time was a Senior Vice President of the General Partner and Aimco since joining Aimco in June 2006. Prior to joining Aimco, Mr. Bezzant spent over 20 years with Prologis, Inc. and Catellus Development Corporation in a variety of executive positions, including those with responsibility for transactions, fund management, asset management, leasing and operations. Mr. Bezzant brings particular expertise to the Board in the areas of real estate finance, property operations, sales and development.

Ernest M. Freedman was appointed Executive Vice President and Chief Financial Officer of the General Partner and Aimco in November 2009. Mr. Freedman joined Aimco in 2007 as Senior Vice President of Financial Planning and Analysis and has served as Senior Vice President of Finance since February 2009, responsible for financial planning, tax, accounting and related areas. Prior to joining Aimco, from 2004 to 2007, Mr. Freedman served as chief financial officer of HEI Hotels and Resorts.

Lisa R. Cohn was appointed Executive Vice President, General Counsel and Secretary of the General Partner and Aimco in December 2007. From January 2004 to December 2007, Ms. Cohn served as Senior Vice President and Assistant General Counsel of Aimco. Ms. Cohn joined Aimco in July 2002 as Vice President and Assistant General Counsel. Prior to joining Aimco, Ms. Cohn was in private practice with the law firm of Hogan and Hartson LLP.

Paul Beldin joined Aimco in May 2008 and has served as Senior Vice President and Chief Accounting Officer of Aimco and the General Partner since that time. Prior to joining Aimco, Mr. Beldin served as controller and then as chief financial officer of America First Apartment Investors, Inc., a publicly traded multifamily real estate investment trust, from May 2005 to September 2007 when the company was acquired by Sentinel Real Estate Corporation. Prior to joining America First Apartment Investors, Inc., Mr. Beldin was a senior manager at Deloitte and Touche LLP, where he was employed from August 1996 to May 2005, including two years as an audit manager in SEC services at Deloitte’s national office.

Stephen B. Waters was appointed Senior Director of Partnership Accounting of Aimco and the General Partner in June 2009. Mr. Waters has responsibility for partnership accounting with Aimco and serves as the ~~principal~~equivalent of the chief financial officer of the Partnership. Mr. Waters joined Aimco as a Director of Real Estate Accounting in September 1999 and was appointed Vice President of the General Partner and Aimco in April 2004. Prior to joining Aimco, Mr. Waters was a senior manager at Ernst & Young LLP.

The Registrant is not aware of the involvement in any legal proceedings with respect to the directors and executive officers listed in this Item 10.

One or more of the above persons are also directors and/or officers of a general partner (or general partner of a general partner) of limited partnerships which either have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15(d) of such Act. Further, one or more of the above persons are also officers of Apartment Investment and Management Company and the general partner of AIMCO Properties, L.P., entities that have a class of securities registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, or are subject to the reporting requirements of Section 15 (d) of such Act.

The board of directors of the General Partner does not have a separate audit committee. As such, the board of directors of the General Partner fulfills the functions of an audit committee. The board of directors has determined that Steven D. Cordes meets the requirement of an "audit committee financial expert".

The directors and officers of the General Partner with authority over the Partnership are all employees of subsidiaries of Aimco. Aimco has adopted a code of ethics that applies to such directors and officers that is posted on Aimco's website (www.Aimco.com). Aimco's website is not incorporated by reference to this filing.

Item 11. Executive Compensation

None of the directors and officers of the General Partner received any remuneration from the Partnership during the year ended December 31, ~~2011~~2012.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Except as noted below, no person was known by the Partnership to be the beneficial owner of more than 5% of the Limited Partnership Units (the “Units”) of the Partnership as of December 31, ~~2011~~2012:

Entity	Number of Units	Percentage
Reedy River Properties
(an affiliate of Aimco)	168,736.50	18.60%
AIMCO IPLP, L.P.
(an affiliate of Aimco)	17,240.60	1.90%
AIMCO Properties, L.P.
(an affiliate of Aimco)	320,951.45	35.3738%
CooperRiverProperties, LLC
Cooper River Properties, LLC
(an affiliate of Aimco)	67,518.70	7.44%

Reedy River Properties, AIMCO IPLP, L.P. and Cooper River Properties, LLC are indirectly ultimately owned by Aimco. Their business address is 80 International Drive, Greenville, SC 29601.

AIMCO Properties, L.P. is indirectly ultimately controlled by Aimco. Its business address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

No directors or officers of the General Partner owns any Units of the Partnership of record or beneficially.

The Partnership has no employees and depends on the General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the General Partner receive 5% of gross receipts from the Partnership's ~~properties~~property as compensation for providing property management services. The Partnership paid to such affiliates approximately $~~119~~127,000 and $~~263~~119,000, for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively, which are included in operating expenses ~~and income from discontinued operations~~ on the statements of operations included in “Item 8. Financial Statements and Supplementary Data”.

An affiliate of the General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $~~259~~241,000 and $~~285~~259,000 for the years ended December 31, ~~2011~~2012 and ~~2010~~2011, respectively, which is included in general and administrative expenses, and investment property ~~and loss from sale of discontinued operations~~ on the financial statements included in “Item 8. Financial Statements and Supplementary Data”. The portion of these reimbursements included in investment property ~~and loss from sale of discontinued operations~~ for the years ended December 31, ~~2011~~2012 and ~~2010~~2011 are construction management services provided by an affiliate of the General Partner of approximately $6834,000 and $2868,000, respectively. At December 31, 2012 and 2011, the Partnership owed approximately $344,000 and $125,000, respectively, for accountable administrative expenses, which is included in due to affiliates on the balance sheets included in “Item 8. Financial Statements and Supplementary Data”. ~~No such amounts were owed at December 31, 2010.~~

The Partnership insures its ~~properties~~property up to certain limits through coverage provided by Aimco which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insures its ~~properties~~property above the Aimco limits through insurance policies obtained by Aimco from insurers unaffiliated with the General Partner. During the years ended December 31, ~~2011~~2012 and ~~2010~~2011, the Partnership was charged by Aimco and its affiliates approximately $2529,000 and $~~199~~25,000, respectively, for insurance coverage and fees associated with policy claims administration.

In addition to its indirect ownership of the general partner interest in the Partnership, Aimco and its affiliates owned 574,447.25 Units in the Partnership representing 63.3132% of the outstanding Units at December 31, ~~2011~~2012. A number of these Units were acquired pursuant to tender offers made by Aimco or its affiliates. It is possible that Aimco or its affiliates will acquire additional Units in exchange for cash or a combination of cash and units in AIMCO Properties, L.P., the operating partnership of Aimco, either through private purchases or tender offers. Pursuant to the Partnership Agreement, unitholders holding a majority of the Units are entitled to take action with respect to a variety of matters that include, but are not limited to, voting on certain amendments to the Partnership Agreement and voting to remove the General Partner. As a result of its ownership of 63.3132% of the outstanding Units, Aimco and its affiliates are in a position to control all such voting decisions with respect to the Partnership. Although the General Partner owes fiduciary duties to the limited partners of the Partnership, the General Partner also owes fiduciary duties to Aimco as its sole stockholder. As a result, the duties of the General Partner, as general partner, to the Partnership and its limited partners may come into conflict with the duties of the General Partner to Aimco as its sole stockholder.

Neither of the General Partner's directors is independent under the independence standards established for New York Stock Exchange listed companies as both directors are employed by the parent of the General Partner.

Item 14. Principal Accounting Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to audit the financial statements of the Partnership for ~~2012~~2013. The aggregate fees billed for services rendered by Ernst & Young LLP for ~~2011~~2012 and ~~2010~~2011 are described below.

Audit Fees. Fees for audit services totaled approximately $4043,000 and $5140,000 for ~~2011~~2012 and ~~2010~~2011, respectively. Fees for audit services also include fees for the reviews of the Partnership’s Quarterly Reports on Form 10-Q.

Tax Fees. Fees for tax services totaled approximately $98,000 and $189,000 for ~~2011~~2012 and ~~2010~~2011, respectively.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) The following financial statements of the Registrant are included in Item 8:

Balance Sheets at December 31, ~~2011~~2012 and ~~2010~~2011.

Statements of Operations for the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

Statements of Changes in Partners' ~~Capital~~Deficit ~~(Deficiency)~~ for the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

Statements of Cash Flows for the years ended December 31, ~~2011~~2012 and ~~2010~~2011.

Notes to Financial Statements.

Schedules are omitted for the reason that they are inapplicable or equivalent information has been included elsewhere herein.

b) Exhibits:

See Exhibit Index.

The agreements included as exhibits to this Form 10-K contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-K not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-K and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP By: ConCap Equities, Inc. General Partner By: /s/Steven D. Cordes Steven D. Cordes Senior Vice President By: /s/Stephen B. Waters Stephen B. Waters Senior Director of Partnership Accounting Date: March 1613, ~~2012~~2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and the in the capacities and on the dates indicated.

/s/John Bezzant	Director and Executive	Date: March 1613, ~~2012~~2013
John Bezzant	Vice President
/s/Steven D. Cordes	Director and Senior	Date: March 1613, ~~2012~~2013
Steven D. Cordes	Vice President
/s/Stephen B. Waters	Senior Director of Partnership	Date: March 1613, ~~2012~~2013
Stephen B. Waters	Accounting

CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

EXHIBIT INDEX

Exhibit Description of Exhibit

3.1 Certificates of Limited Partnership, as amended to date.

3.2 Fourth Amendment to the amended and restated limited partnership agreement of CCIP/2 dated January 8, 2002 (Incorporated by reference to the Registrant’s Annual Report on Form 10-KSB for the year ended December 31, 2004).

3.3 Fifth Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated March 19, 2008. Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 30, 2008.

3.4 Sixth Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated April 30, 2008. Incorporated by reference to the Registrant's Current Report on Form 8-K dated April 30, 2008.

3.5 Seventh Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated May 8, 2008, incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2009.

3.6 Eighth Amendment to the amended and restated limited partnership agreement of Consolidated Capital Institutional Properties/2, LP, dated December 30, 2008. (Incorporated by reference to the Registrant’s Annual Report on Form 10K for the year ended December 31, 2008).

10.33         Assignment of Partnership Rights and Distributions between Consolidated Capital Equity Partners/Two, L.P., a California limited partnership and Consolidated Capital Institutional Properties/2, a California limited partnership (Incorporated by reference to the Registrant's Current Report on Form 8-K dated August 22, 2002).

10.34         Agreement for Conveyance of Real Property, including exhibits thereto, between Consolidated Capital Equity Partners/Two, L.P., a California limited partnership and Consolidated Capital Institutional Properties/2, a California limited partnership (Incorporated by reference to the Registrant's Current Report on Form 8-K dated August 22, 2002).

 Report on Form 8-K dated August 22, 2002).

10.34         Agreement for Conveyance of Real Property, including exhibits thereto, between Consolidated Capital Equity Partners/Two, L.P., a California

 limited partnership and Consolidated Capital Institutional Properties/2, a California limited partnership (Incorporated by reference to the

 Registrant's Current Report on Form 8-K dated August 22, 2002).

10.37 Multifamily Note, dated September 28, 2007 between CCIP/2 Highcrest L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 28, 2007).

10.38 Multifamily Mortgage, Assignment of Rents and Security Agreement, dated September 28, 2007 between CCIP/2 Highcrest, L.L.C., a Delaware limited liability company, and Capmark Bank, a Utah industrial bank. (Incorporated by reference to the Registrant’s Current Report on Form 8-K dated September 28, 2007).

10.44 Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 12, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 12, 2010).

10.45 First Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 15, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 15, 2010).

10.46 Second Amendment to Agreement for Purchase and Sale and Joint Escrow Instructions between CCIP/2 Village Brooke, L.L.C., a Delaware limited liability company, and JRK Birchmont Advisors, LLC, a Delaware limited liability company, dated July 20, 2010 (incorporated by reference to the Registrant’s Current Report on Form 8-K dated July 20, 2010).

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101 XBRL (Extensible Business Reporting Language). The following materials from Consolidated Capital Institutional Properties/2, LP’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~2012, formatted in XBRL: (i) balance sheets, (ii) statements of operations, (iii) statements of changes in partners’ ~~capital (deficiency)~~deficit, (iv) statements of cash flows, and (v) notes to financial statements (1).

(1) As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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