REVISED

                          LITIGATION SETTLEMENT OFFER



                                  (AIMCO LOGO)



                             AIMCO PROPERTIES, L.P.

        is offering to purchase any and all limited partnership units in



                 CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES

                          FOR $239.13 PER UNIT IN CASH



     This Litigation Settlement Offer is being made as part of a COURT APPROVED

SETTLEMENT of class and derivative litigation brought on behalf of limited

partners in your partnership and others. FINAL COURT APPROVAL OF THE SETTLEMENT,

WHICH REQUIRES THE MAKING OF THIS LITIGATION SETTLEMENT OFFER AS A CONDITION OF

SETTLEMENT, HAS BEEN OBTAINED. On August 12, 2003, an objector filed an appeal

of the court's order approving the settlement and is seeking to reverse or

vacate the Court's order and the judgment entered thereto. Although we reserve

our right to terminate or amend our offer if final court approval of the

settlement is reversed or vacated, we have nevertheless elected to proceed with

this offer under the terms of the settlement. Under the terms of the settlement,

the Court appointed American Appraisal Associates, Inc., as an independent

appraiser, to appraise your partnership's properties and we agreed to provide an

executive summary of the appraiser's report for each property owned by your

partnership, attached as Annex II. A complete copy of the appraiser's report

will be provided to you free of charge upon request. THE SETTLEMENT ALSO

INCLUDES THE CREATION OF A $9.9 MILLION SETTLEMENT FUND FOR MEMBERS OF THE

SETTLEMENT CLASS. AFTER DEDUCTING ATTORNEYS' FEES AND OTHER SETTLEMENT COSTS

(INCLUDING A PORTION OF THE COSTS OF THE APPRAISALS AND CERTAIN COSTS OF

ADMINISTRATION OF THE SETTLEMENT FUND), WE HAVE ALLOCATED THE REMAINING AMOUNT

IN THE SETTLEMENT FUND AMONG THE 44 REMAINING PARTNERSHIPS INVOLVED IN THE

SETTLEMENT, PRO RATA BASED ON PARTNERSHIP REVENUE FOR THE YEAR ENDED DECEMBER

31, 2002 ALLOCABLE TO UNITS HELD BY THE MEMBERS OF THE SETTLEMENT CLASS. YOUR

PRO RATA SHARE OF THE SETTLEMENT FUND IS $4.72, WHICH IS INCLUDED IN OUR OFFER

PRICE ABOVE FOR THOSE WHO TENDER.



     Upon the terms and subject to the conditions set forth herein, we will

accept any and all units validly tendered in response to our offer.



     You will not pay any partnership transfer fees if you tender your units

pursuant to this offer. You will pay any other fees or costs, including any

transfer taxes.



     Our offer price will be reduced for any distributions subsequently made or

declared by your partnership prior to the expiration of our offer.



     Our offer and your withdrawal rights will expire at midnight, New York City

time, on May 14, 2004, unless we extend the deadline.



     Neither the court nor counsel for the parties in the class and derivative

litigation make any recommendation regarding whether you should accept this

Litigation Settlement Offer. You are encouraged to carefully review this

Litigation Settlement Offer, the executive summary of the independent

appraiser's report (attached as Annex II) and any other information available to

you and to seek advice from your independent lawyer, tax advisor and/or

financial advisor with respect to your particular circumstances before deciding

whether or not to accept this Litigation Settlement Offer.



     SEE "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS LITIGATION SETTLEMENT OFFER

FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH

OUR OFFER, INCLUDING THE FOLLOWING:



     - If you want to tender your units in the offer, you must sign a letter of

       transmittal in which you release us from all liability with respect to

       claims that were brought or that could have been brought in the class and

       derivative litigation, and assign to us your rights in any future claims.

       If you requested exclusion from the settlement but tender your units, by

       signing the letter of transmittal, you will release us from



(Continued on next page)



  If you decide to accept our offer, you must complete and sign the enclosed

letter of transmittal in accordance

with the instructions thereto and mail or deliver the signed letter of

transmittal and any other required

documents to The Altman Group, Inc., which is acting as Information Agent in

connection with our offer, at

one of its addresses set forth on the back cover of this Litigation Settlement

Offer. QUESTIONS AND REQUESTS FOR

ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS LITIGATION SETTLEMENT OFFER, THE

LETTER OF TRANSMITTAL OR FOR A

COMPLETE COPY OF AN APPRAISAL OF ANY OF YOUR PARTNERSHIP'S PROPERTIES MAY ALSO

BE DIRECTED TO THE INFORMATION

AGENT AT (800) 467-0821.



                                 April 30, 2004

{PAGE}



(Continued from prior page)



       any claims that you would otherwise have preserved by requesting

       exclusion from the settlement class. If you did not request exclusion,

       you will release any known or unknown claims arising out of the class and

       derivative litigation if the judgment approving the settlement is

       affirmed on appeal. By executing the enclosed letter of transmittal,

       moreover, you will release those claims even if the judgment is reversed

       or otherwise vacated on appeal.



     - We determined our offer price without any arms-length negotiations, and

       independently of the recent appraisals of your partnership's property (an

       executive summary of each of which is attached as Annex II). Accordingly,

       our offer price may not reflect the fair market value of your units. In

       addition, the determination of our offer price has not been approved by

       the court or counsel for the parties in the class and derivative

       litigation.



     - Upon a liquidation of your partnership, if the properties were sold at a

       price equal to the value determined by the independent appraiser, we

       estimate that your liquidation proceeds would be approximately $343.92

       per unit, which is higher than our offer price of $239.13 per unit. In

       order to understand the assumptions and methodology used to determine the

       liquidation amount, please refer to "The Litigation Settlement

       Offer -- Section 8. Valuation of Units -- Estimated Liquidation Proceeds

       Based on Independent Appraisal."



     - Your general partner and the property manager are affiliates of ours and,

       therefore, your general partner has substantial conflicts of interest

       with respect to our offer.



     - We are making this offer with a view to making a profit and, therefore,

       there is a conflict between our desire to purchase your units at a low

       price and your desire to sell your units at a high price.



     - Continuation of your partnership will result in our affiliates continuing

       to receive management fees from your partnership. Such fees would not be

       payable if your partnership were liquidated.



     - If we do not acquire all of the outstanding units in your partnership, it

       is possible that we may conduct a future offer at a higher price,

       although we have no obligation or current intention to do so.



     - For any units that we acquire from you, you will not receive any future

       distributions from operating cash flow of your partnership or upon a sale

       or refinancing of property owned by your partnership.



     - The general partner makes no recommendation as to whether you should

       tender your units.



     NEITHER THE COURT NOR COUNSEL FOR THE PARTIES IN THE CLASS AND DERIVATIVE

LITIGATION MAKE ANY RECOMMENDATION REGARDING WHETHER YOU SHOULD ACCEPT THIS

LITIGATION SETTLEMENT OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THIS

LITIGATION SETTLEMENT OFFER, THE EXECUTIVE SUMMARY OF THE INDEPENDENT

APPRAISER'S REPORT AND ANY OTHER INFORMATION AVAILABLE TO YOU AND TO SEEK THE

ADVICE OF YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR FINANCIAL ADVISOR WITH

RESPECT TO YOUR PARTICULAR CIRCUMSTANCES BEFORE DECIDING WHETHER OR NOT TO

ACCEPT THIS LITIGATION SETTLEMENT OFFER.



     THIS LITIGATION SETTLEMENT OFFER IS BEING OFFERED TO ALL CURRENT

UNITHOLDERS WHETHER OR NOT THEY HAVE REQUESTED EXCLUSION FROM THE SETTLEMENT

CLASS. IF YOU REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS BUT TENDER YOUR

UNITS, BY SIGNING THE LETTER OF TRANSMITTAL, YOU WILL RELEASE US FROM CLAIMS

THAT YOU WOULD OTHERWISE HAVE PRESERVED BY REQUESTING EXCLUSION. IF YOU DID NOT

REQUEST EXCLUSION, YOU WILL RELEASE ANY KNOWN OR UNKNOWN CLAIMS ARISING OUT OF

THE CLASS AND DERIVATIVE LITIGATION IF THE JUDGMENT APPROVING THE SETTLEMENT IS

AFFIRMED ON APPEAL. BY EXECUTING THE ENCLOSED LETTER OF TRANSMITTAL, MOREOVER,

YOU WILL RELEASE THOSE CLAIMS EVEN IF THE JUDGMENT IS REVERSED OR OTHERWISE

VACATED ON APPEAL.



                    THE INFORMATION AGENT FOR THE OFFER IS:

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