CONSOLIDATED CAPITAL GROWTH FUND, 10KSB, 1999-03-26

CONSOLIDATED CAPITAL GROWTH FUND
10KSB, 1999-03-26
OPERATORS OF NONRESIDENTIAL BUILDINGS

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FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(D)

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [No Fee Required]

For the fiscal year ended December 31, 1998
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]

For the transition period.........to.........

Commission file number 0-8639

CONSOLIDATED CAPITAL GROWTH FUND
(Name of small business issuer in its charter)

California 94-2382571
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

55 Beattie Place, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)

(864) 239-1000
Issuer's telephone number
Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12(g) of the Exchange Act:

Units of Limited Partnership Interests
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year. $11,248,000

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1998. 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

PART I

ITEM 1. DESCRIPTION OF BUSINESS

Consolidated Capital Growth Fund (the "Partnership" or "Registrant") was
organized on December 20, 1976 as a limited partnership under the California
Uniform Limited Partnership Act. The general partner responsible for management
of the Partnership's business is ConCap Equities, Inc., a Delaware corporation
(the "General Partner" or "CEI"). The General Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO"). The Partnership
Agreement provides that the Partnership is to terminate on December 31, 2006
unless terminated prior to such date.

The Registrant is engaged in the business of operating and holding real
properties for investment. Starting in 1977 through 1980, during its
acquisition phase, the Registrant acquired twenty-five existing properties. The
Registrant continues to own and operate four of these properties. All but one
of these properties, Breckenridge Square Apartments, were previously sold and
have been reacquired by the Partnership after the borrowers were unable to
perform under the terms of their note agreements. See "Item 2. Description of
Properties".

Commencing February 25, 1977, the Partnership offered pursuant to a Registration
Statement filed with the Securities and Exchange Commission (the "SEC") 50,000
Units of Limited Partnership interest (the Units) at a purchase price of $1,000
per unit. The sale of Units closed on October 10, 1978, with 49,196 Units sold
at $1,000 each, or gross proceeds of approximately $49,200,000 to the
Partnership. Since its initial offering, the Registrant has not received, nor
are limited partners required to make, additional capital contributions.

Upon the Partnership's formation in 1976, Consolidated Capital Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general partner
and Consolidated Capital Group ("CCG"), a California general partnership, was
the non-corporate general partner. In 1988, through a series of transactions,
Southmark Corporation ("Southmark") acquired controlling interest in CCEC. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, CEI
acquired CCEC's general partner interests in the Partnership and in 15 other
affiliated public limited partnerships (the "Affiliated Partnerships") and CEI
replaced CCEC as managing general partner in all 16 partnerships. The selection
of CEI as the sole managing general partner was approved by a majority of the
limited partners in the Partnership and in each of the Affiliated Partnerships
pursuant to a solicitation of the Limited Partners dated August 10, 1990. As
part of this solicitation, the Limited Partners also approved an amendment to
the Partnership Agreement to limit changes of control of the Partnership and
approved conversion of the general partner interest of the non-corporate general
partner, CCG, to that of a special limited partner ("Special Limited Partner")
without voting and without other rights of a limited partner except for the
economic interest previously held as a general partner. Pursuant to an
amendment to the Partnership Agreement, the non-corporate general partner
interest of CCG was converted to that of a Special Limited Partner and CEI
became the sole general partner of the Partnership on December 31, 1991.

A further description of the Partnership's business is included in Management's
Discussion and Analysis or Plan of Operation included in "Item 6" of this Form
10-KSB.

The Registrant has no employees. Management and administrative services are
provided by the General Partner and by agents retained by the General Partner.
These services were provided by affiliates of the General Partner for the years
ended December 31, 1998 and 1997.

Both the income and expenses of operating the remaining properties owned by the
Partnership are subject to factors outside of the Partnership's control, such as
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced availability of permanent mortgage
financing, changes in zoning laws, or changes in patterns or needs of users. In
addition, there are risks inherent in owning and operating residential
properties because such properties are susceptible to the impact of
economic and other conditions outside of the control of the Partnership.

There have been, and it is possible there may be other, Federal, state and local
legislation and regulations enacted relating to the protection of the
environment. The Partnership is unable to predict the extent, if any, to which
such new legislation or regulations might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership monitors its properties for evidence of pollutants, toxins and
other dangerous substances, including the presence of asbestos. In certain
cases environmental testing has been performed, which resulted in no material
adverse conditions or liabilities. In no case has the Partnership received
notice that it is a potentially responsible party with respect to an
environmental clean up site.

The real estate business in which the Partnership is engaged is highly
competitive. There are other residential properties within the market area of
the Registrant's properties. The number and quality of competitive properties,
including those which may be managed by an affiliate of the General Partner, in
such market area could have a material effect on the rental market for the
apartments at the Registrant's property and the rents that may be charged for
such apartments. While the General Partner and its affiliates are a significant
factor in the United States in the apartment industry, competition for the
apartments is local. In addition, various limited partnerships have been formed
by the General Partner and/or affiliates to engage in business which may be
competitive with the Registrant.

TRANSFER OF CONTROL

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment Investment and Management Company, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired a 100% ownership
interest in Insignia Properties Trust ("IPT"), the entity which controls the
General Partner. The General Partner does not believe that this transaction
will have a material effect on the affairs and operations of the Partnership.

ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Registrant's investments in properties:

Date of
Property Purchase Type of Ownership Use

Breckinridge Square Apartments 10/78 Fee ownership, subject Apartment
Louisville, Kentucky to first mortgage. 294 units

Churchill Park Apartments 05/90 Fee ownership, subject Apartment
Louisville, Kentucky to first mortgage. 384 units

The Lakes Apartments 05/88 Fee ownership, subject Apartment
Raleigh, North Carolina to first mortgage. 600 units

Tahoe Springs Apartments 11/87 Fee ownership subject Apartment
Miami, Florida to first mortgage 368 units

SCHEDULE OF PROPERTIES:

Set forth below for each of the Registrant's properties is the gross carrying
value, accumulated depreciation, depreciable life, method of depreciation and
federal tax basis.
<TABLE>
<CAPTION>

Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
(in thousands) (in thousands)

Breckinridge Square
Apartments $ 8,148 $ 5,965 5-22 yrs S/L $ 2,432

Churchill Park
Apartments 8,529 4,263 5-20 yrs S/L 4,235

The Lakes
Apartments 14,622 8,357 5-19 yrs S/L 8,609

Tahoe Springs
Apartments 12,008 6,120 5-20 yrs S/L 7,990

Total $43,307 $24,705 $23,266

</TABLE>

See "Note A" to the financial statements in "Item 7. Financial Statements" for a
description of the Partnership's depreciation policy.

SCHEDULE OF PROPERTY INDEBTEDNESS:

The following table sets forth certain information relating to the loans
encumbering the Registrant's properties.
<TABLE>
<CAPTION>

Principal Principal
Balance At Balance
December 31, Interest Period Maturity Due At
Property 1998 Rate Amortized Date Maturity (2)
(in thousands) (in thousands)

Breckinridge Square
1st mortgage $ 6,000 6.95% (1) 12/1/05 $ 6,000

Churchill Park
1st mortgage 6,450 6.95% (1) 12/1/05 6,450

The Lakes
1st mortgage 12,240 6.95% (1) 12/1/05 12,240

Tahoe Springs
1st mortgage 6,000 7.33% (1) 11/1/03 6,000

Total $30,690 $30,690

</TABLE>

(1) Payments are interest only.

(2) See "Item 7. Financial Statements," Note C for information with respect to
the Registrant's ability to prepay these loans and other specific details
about the loans.

AVERAGE ANNUAL RENTAL RATE AND OCCUPANCY:

The following table sets forth the average annual rental rates and occupancy for
1998 and 1997 for each property.

Average Annual Average Annual
Rental Rates Occupancy
Property 1998 1997 1998 1997

Breckinridge Square $7,420/unit $7,173/unit 91% 93%
Churchill Park 6,797/unit 6,549/unit 92% 93%
The Lakes 7,182/unit 7,096/unit 91% 91%
Tahoe Springs 7,912/unit 7,730/unit 93% 93%

As noted under "Item 1. Description of Business," the real estate industry is
highly competitive. All of the properties are subject to competition from other
residential apartment complexes in the area. The General Partner believes that
all of the properties are adequately insured. Each 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. All of the properties
are in good physical condition, subject to normal depreciation and deterioration
as is typical for assets of this type and age.

REAL ESTATE AND RATES:

Real estate taxes and rates in 1998 for each property were:

1998 1998
Billing Rate
(in thousands)

Breckinridge Square $ 92 1.15%
Churchill Park 82 0.91%
The Lakes 157 1.23%
Tahoe Springs 248 2.25%

CAPITAL IMPROVEMENTS

Breckinridge Square

During 1998, the Partnership completed $406,00 of capital improvements at the
property, consisting primarily of roof, appliance, and carpet replacement, and
building improvements. These improvements were funded primarily from cash flow.
Based on a report received from an independent third party consultant analyzing
necessary exterior improvements and estimates made by the General Partner on
interior improvements, it is estimated that the property requires approximately
$280,000 of capital improvements over the near term. The Partnership had
budgeted, but is not limited to, capital improvements of approximately $401,000
for 1999, consisting of interior and exterior building improvements.

Churchill Park

During 1998, the Partnership completed $121,000 of capital improvements at the
property, consisting primarily of parking area repairs, building improvements
and carpet replacement. These improvements were funded primarily from cash
flow. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the General
Partner on interior improvements, it is estimated that the property requires
approximately $280,000 of capital improvements over the near term. The
Partnership has budgeted, but is not limited to, capital improvements of
approximately $226,000 for 1999, consisting of electrical upgrades along with
parking lot and sidewalk repairs.

The Lakes

During 1998, the Partnership completed $410,000 of capital improvements at the
property, consisting primarily of clubhouse renovations, roof replacement, HVAC
condensing unit replacements and carpet replacement. Based on a report received
from an independent third party consultant analyzing necessary exterior
improvements and estimates made by the General Partner on interior improvements,
it is estimated that the property requires approximately $279,000 of capital
improvements over the near term. The Partnership has budgeted, but is not
limited to, capital improvements of approximately $587,000 planned for 1999,
consisting of electrical, HVAC and plumbing upgrades and roof repairs.

Tahoe Springs

During 1998, the Partnership completed $152,000 of capital improvements at the
property, consisting primarily of HVAC condensing units, appliances and carpet
replacement. These improvements were funded primarily from cash flow. Based on
a report received from an independent third party consultant analyzing necessary
exterior improvements and estimates made by the General Partner on interior
improvements, it is estimated that the property requires approximately $279,000
of capital improvements over the near term. The Partnership has budgeted, but is
not limited to, capital improvements of approximately $313,000 planned for 1999,
consisting of improved exterior lighting, parking lot and stairwell repairs and
landscape upgrades including new pool fencing.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and partnership
reserves.

ITEM 3. LEGAL PROCEEDINGS

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature arising in the ordinary course of business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the fiscal quarter ended December 31, 1998, no matter was submitted to a
vote of unit holders through the solicitation of proxies or otherwise.

PART II

ITEM 5. MARKET FOR PARTNERSHIP EQUITY AND RELATED PARTNER MATTERS

The Partnership, a publicly-held limited partnership, offered and sold 49,196
limited partnership units aggregating $49,196,000. The Partnership currently
has 2,164 holders of record owning an aggregate of 49,196 Units. Affiliates of
the General Partner owned 22,248.65 units or 45.224% at December 31, 1998. No
public trading market has developed for the Units, and it is not anticipated
that such a market will develop in the future.

During the year ended December 31, 1998, the Partnership distributed
approximately $3,777,000 ($69.99 per limited partnership unit from surplus funds
and $6.78 per limited partnership unit from operations) to the limited partners
and approximately $536,000 to the General Partner. Payments made by the
Partnership to the Georgia Department of Revenue and the North Carolina
Department of Revenue for withholding taxes related to income generated by the
Partnership's investment properties located in these states were treated as
distributions to the partners. These amounts consisted of approximately $18,000
to the General Partner and approximately $24,000 to the limited partners and are
included in the distribution amounts above. During the year ended December 31,
1997, distributions of approximately $6,557,000 ($113.96 per limited partnership
unit from surplus funds and $19.32 per limited partnership unit for operations)
were made to the limited partners and approximately $933,000 were made to the
General Partner. Future distributions will depend on the levels of cash
generated from operations, refinancings, property sales, and the availability of
cash reserves. There can be no assurance, however that the partnership will
generate sufficient funds from operations after required capital expenditures to
permit any additional distributions to its partners in 1999 or subsequent
periods.

During December 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnerships.
The Purchaser offered to purchase up to 15,000 of the outstanding units of
limited partnership interest in the Partnership, at $300 per Unit, net to the
seller in cash. During February 1998, the tender offer was completed and the
Purchaser acquired 2,690 units of limited partnership interest in the
Partnership. As a result of this purchase, AIMCO currently owns through its
affiliates, a total of 22,248.65 Units or 45.224%.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations, including forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operation. Accordingly,
actual results could differ materially from those projected in the forward-
looking statements as a result of a number of factors, including those
identified herein.

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

Results of Operations

The Partnership's net income for the year ended December 31, 1998 was
approximately $1,404,000 as compared to approximately $1,233,000 for the year
ended December 31, 1997. The increase in net income was primarily due to a
decrease in total expenses. Total revenues remained relatively constant for the
comparable periods with a slight increase in rental income being partially
offset by a slight decrease in other income. The increase in rental income is
primarily attributable to average annual rental rate increases at all of the
Partnership's investment properties which more than offset the small occupancy
decreases at both Breckinridge Square and Churchill Park. Other income
decreased primarily due to a decrease in corporate unit rentals at all of the
Partnership's properties with the exception of Churchill Park.

Expenses decreased primarily due to a reduction in operating expense which was
partially offset by an increase in depreciation expense. Operating expenses
decreased due to the completion of (i) exterior painting and parking lot repairs
at Churchill Park during 1997 and (ii) major landscaping projects at both Tahoe
Springs and The Lakes in 1997. The increase in depreciation expense results from
an increase in capital improvements performed at all the investment properties
during the past two years to improve the overall appearance and quality of the
properties.

General and administrative expense, interest and property taxes remained
relatively constant for the comparable periods. Included in general and
administrative expenses at both December 31, 1998 and 1997 are management
reimbursements to the General Partner allowed under the Partnership Agreement.
In addition, costs associated with the quarterly and annual communications with
investors and regulatory agencies and the annual audit required by the
Partnership Agreement are also included.

As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of each of its investment properties 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, due to changing market
conditions, which can result in the use of rental concessions and rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

At December 31, 1998, the Partnership had cash and cash equivalents of
approximately $968,000 as compared to approximately $2,493,000 at December 31,
1997. The decrease in cash and cash equivalents is due to approximately
$1,132,000 of cash used in investing activities and approximately $4,313,000 of
cash used in financing activities which was partially offset by $3,920,000 of
cash provided by operating activities. Cash used in investing activities
consisted of capital improvements and deposits to escrow accounts maintained by
the mortgage lender. Cash used in financing activities consisted of partner
distributions which included the payment of certain state withholding taxes. See
"Item 5. Market for Partnership Equity and Related Partner Matters." The
Partnership invests its working capital reserves in money market funds.

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 properties 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 Registrant has budgeted
approximately $1,527,000 in capital improvements for the Partnership's
properties in 1999. Budgeted capital improvements at Breckenridge Square
consist of interior and exterior building improvements. Budgeted capital
improvements at Churchill Park consist of electrical upgrades, along with
parking lot and sidewalk repairs. Budgeted capital improvements at The Lakes
consist of electrical, HVAC and plumbing upgrades, stairwell and roof repairs.
Budgeted capital improvements at Tahoe Springs consist of exterior lighting,
parking lot and stairwell repairs and landscape upgrades, including new fencing
for the pool area. The capital expenditures will be incurred only if cash is
available from operations or from partnership reserves. To the extent that such
budgeted 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 current assets are thought to be sufficient for any near-term
needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of approximately $30,690,000 requires monthly interest only
payments. These notes require balloon payments on November 1, 2003, and
December 1, 2005. The General Partner will attempt to refinance such
indebtedness or sell the properties prior to such maturity date. If the
properties cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such properties through foreclosure.

During the year ended December 31, 1997, distributions of approximately
$6,557,000 ($113.96 per limited partnership unit from surplus funds and $19.32
per limited partnership unit from operations) were made to the limited partners
and distributions of approximately $933,000 were made to the General Partner.
The Partnership's distribution policy is reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations to permit further distributions to its partners in 1999 or
subsequent periods.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year. The Partnership
is dependent upon the General Partner and its affiliates for management
and administrative services ("Managing Agent"). Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000. This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999. The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated. However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation. To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems. The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional. In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance. The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date. The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

Computer software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs. Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems. The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems. The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance. In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems. While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally. The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired. To date, these have consisted only of
security systems and phone systems. As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000. The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness. The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions. The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent). To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership. However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows. To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project. Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized. The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner. As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program. In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur. The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday). Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership. The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records. The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others. These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.

ITEM 7. FINANCIAL STATEMENTS

CONSOLIDATED CAPITAL GROWTH FUND

LIST OF FINANCIAL STATEMENTS

Report of Ernst & Young LLP, Independent Auditors

Balance Sheet--December 31, 1998

Statements of Operations--Years ended December 31, 1998 and 1997

Statements of Changes in Partners' Capital (Deficit)--Years ended
December 31, 1998 and 1997

Statements of Cash Flows--Years ended December 31, 1998 and 1997

Notes to Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Consolidated Capital Growth Fund

We have audited the accompanying balance sheet of Consolidated Capital Growth
Fund as of December 31, 1998, and the related statements of operations, changes
in partners' capital (deficit) and cash flows for each of the two years in the
period ended December 31, 1998. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's management, as well as 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 Growth
Fund at December 31, 1998, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.

/s/ERNST & YOUNG LLP

Greenville, South Carolina
March 3, 1999

CONSOLIDATED CAPITAL GROWTH FUND

BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets
Cash and cash equivalents $ 968
Receivables and deposits 633
Restricted escrows 645
Other assets 541
Investment properties (Notes C and E):
Land $ 4,610
Buildings and related personal property 38,697
43,307
Less accumulated depreciation (24,705) 18,602

$ 21,389

Liabilities and Partners' Deficit

Liabilities
Accounts payable $ 164
Tenant security deposit liabilities 311
Accrued property taxes 175
Other liabilities 423
Mortgage notes payable (Note C) 30,690

Partners' Deficit
General partner $ (4,782)
Limited partners (49,196 units
issued and outstanding) (5,592) (10,374)

$ 21,389

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL GROWTH FUND

STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,
1998 1997
Revenues:
Rental income $10,554 $10,523
Other income 694 732
Total revenues 11,248 11,255

Expenses:
Operating 4,564 4,872
General and administrative 351 341
Depreciation 2,098 1,982
Interest 2,234 2,236
Property taxes 597 591
Total expenses 9,844 10,022

Net income (Note F) $ 1,404 $ 1,233

Net income allocated to
general partner (1%) $ 14 $ 12

Net income allocated to
limited partners (99%) 1,390 1,221

Net income $ 1,404 $ 1,233

Net income per limited partnership unit $ 28.25 $ 24.82

Distributions per Limited Partnership unit $ 76.77 $133.28

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL GROWTH FUND

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
(in thousands, except unit data)

Limited
Partnership General Limited
Units Partner Partners Total

Original capital contributions 49,196 $ 1 $ 49,196 $ 49,197

Partners' capital (deficit)
at December 31, 1996 49,196 $ (3,339) $ 2,131 $ (1,208)

Net income -- 12 1,221 1,233

Distributions to Partners -- (933) (6,557) (7,490)

Partners' deficit at
December 31, 1997 49,196 (4,260) (3,205) (7,465)

Net income -- 14 1,390 1,404

Distributions to Partners -- (536) (3,777) (4,313)

Partners' deficit at
December 31, 1998 49,196 $ (4,782) $ (5,592) $(10,374)

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL GROWTH FUND

STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:
Net income $ 1,404 $ 1,233
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 2,098 1,982
Amortization of loan costs 78 80
Loss on disposal of property 18 --
Changes in assets and liabilities:
Receivables and deposits 162 (199)
Other assets 17 21
Accounts payable 34 (97)
Tenant security deposit liabilities 20 (55)
Accrued property taxes 16 159
Other liabilities 73 (17)

Net cash provided by operating activities 3,920 3,107

Cash flows used in investing activities:
Property improvements and replacements (1,090) (1,218)
Net (deposits to) receipts from restricted escrows (42) 331

Net cash used in investing activities (1,132) (887)

Cash flows used in financing activities:
Distributions paid (4,313) (7,490)

Net cash used in financing activities (4,313) (7,490)

Net decrease in cash and cash equivalents (1,525) (5,270)

Cash and cash equivalents at beginning of period 2,493 7,763

Cash and cash equivalents at end of period $ 968 $ 2,493

Supplemental disclosure of cash flow information:
Cash paid for interest $ 2,156 $ 2,156

See Accompanying Notes to Financial Statements

CONSOLIDATED CAPITAL GROWTH FUND

NOTES TO FINANCIAL STATEMENTS

December 31, 1998

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization: Consolidated Capital Growth Fund (the "Partnership" or
"Registrant") was organized on December 20, 1976 as a limited partnership under
the California Uniform Limited Partnership Act. The general partner responsible
for management of the Partnership's business is ConCap Equities, Inc., a
Delaware corporation (the General Partner or CEI). The General Partner is a
subsidiary of Apartment Investment and Management Company ("AIMCO"). See "Note B
- - Transfer of Control." The director and officers of the General Partner also
serve as executive officers of AIMCO. The Partnership Agreement provides that
the Partnership is to terminate on December 31, 2006 unless terminated prior to
such date. The Partnership commenced operations in 1977 and completed its
acquisition of apartment properties in 1980. The Partnership operates four
apartment properties located in the southern United States.

Use of Estimates: The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents: Includes cash on hand and in banks, certificates of
deposit and money market funds with original maturities less than 90 days. At
certain times, the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Restricted Escrows:

Replacement Reserve Account - At the time of the December 15, 1995,
refinancing, approximately $357,000 of the proceeds were designated for a
"replacement reserve fund" for certain capital replacements (as defined in the
Replacement Reserve Agreement) at Breckinridge Square, Churchill Park and The
Lakes. At December 31, 1998, the balance was approximately $369,000.

Repair Escrow Account - In addition to the Replacement Reserve Account,
$542,269 of the refinancing proceeds were designated for a "repair escrow" to
cover necessary repairs and replacements to be completed at Breckinridge Square,
Churchill Park, and The Lakes within one year of closing. Additionally, at the
time of the November 13, 1996, financing of Tahoe Springs, approximately $58,000
of the proceeds were also designated for a "repair escrow." At December 31,
1998, all of the repairs had not been completed. At December 31, 1998, the
balance remaining is approximately $15,000 at The Lakes. All excess funds will
be transferred into the Replacement Reserve Account once the required repairs
are complete.

Depreciation: Depreciation is provided by the straight-line method over the
estimated lives of the apartment properties and related personal property. For
Federal income tax purposes, the accelerated cost recovery method is used (1)
for real property over 15 years for additions prior to March 16, 1984, 18 years
for additions after March 15, 1984, and before May 9, 1985, and 19 years for
additions after May 8, 1985, and before January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of
the Tax Reform Act of 1986, for additions after December 31, 1986, the modified
accelerated cost recovery method is used for depreciation of (1) real property
additions over 27 1/2 years and (2) personal property additions over 5 to 15
years.

Loan Costs: Loan costs of approximately $695,000, less accumulated amortization
of approximately $215,000 are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

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 the
rental payments.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In
addition, the General Partner's policy is to offer rental concessions during
particularly slow months or in response to heavy competition from other similar
complexes in the area. Concessions are charged against rental income as
incurred.

Partners' Capital (Deficit): The Limited Partnership Agreement ("Agreement")
provides that net income and net losses from operations for both financial and
tax reporting purposes shall be allocated 99% to the Limited Partners and 1% to
the General Partner. Net income per limited partnership unit for both 1998 and
1997 was computed as 99% of net income divided by 49,196 units outstanding.

All distributions other than Surplus Funds distributions (as defined in the
Agreement) are allocated 99% to the Limited Partners and 1% to the General
Partner. Distributions of Surplus Funds were allocated 100% to the Limited
Partners until 1986 when the Limited Partners had received a return of their
capital contributions plus a 10% cumulative return. Pursuant to the provisions
of the Agreement, the General Partner has been entitled to 14% of Surplus Fund
distributions since 1986. However, in connection with a settlement agreement
between CEI and two affiliated partnerships, a portion of the General Partner's
interest in the Partnership was assigned to the two affiliated partnerships.
The two affiliated partnerships received distributions of approximately
$424,000 and $373,000 from the Partnership during 1998 and 1997, respectively.

Distributions since inception of the Partnership have aggregated approximately
$129,577,000 to the Limited Partners and approximately $6,337,000 to the General
Partner. Distributions of approximately $3,777,000 and approximately $536,000
were paid to the Limited Partners and the General Partner, respectively, during
1998.

Investment Properties: Investment properties consist of four apartment
complexes and are stated at cost. Acquisition fees are capitalized as a cost of
real estate. In accordance with Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," the Partnership records impairment losses
on long-lived assets used in operations when events and circumstances indicate
that the assets might be impaired and the undiscounted cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
No adjustments for impairment of value were recorded for the years ended
December 31, 1998 and 1997.

Segment Reporting: In June 1997, the Financial Accounting Standards Board
issued Statement of Financial Standards No. 131, "Disclosure about Segments of
an Enterprise and Related Information: ("Statement 131"), which is effective for
years beginning after December 15, 1997. Statement 131 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. It also establishes standards for related disclosures about products
and services, geographic areas, and major customers. See "Note G" for
disclosure.

Advertising: The Partnership expenses the costs of advertising as incurred.
Advertising expense, included in operating expenses, was approximately $127,000
and approximately $136,000 for the years ended December 31, 1998 and 1997,
respectively.

Fair Value of Financial Instruments: Statement of Financial Accounting
Standards ("SFAS") No. 107, "Disclosures about Fair Value of Financial
Instruments", as amended by SFAS No. 119, "Disclosures about Derivative
Financial Instruments and Fair Value of 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 in the SFAS 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 long term debt) approximates
their fair value due to the short term maturity of these instruments. The fair
value of the Partnership's long term debt, after discounting the scheduled loan
payments to maturity, approximates its carrying balance.

Reclassification: Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

NOTE B - TRANSFER OF CONTROL

NOTE C - MORTGAGE NOTES PAYABLE

The principle terms of mortgage notes payable are as follows:

Principal Monthly Principal
Balance At Payment Stated Balance
December 31, Including Interest Maturity Due At
Property 1998 Interest Rate Date Maturity
(in thousands) (in thousands)

Breckinridge Square
1st Mortgage $ 6,000 $ 35 6.95% 12/01/05 $ 6,000

Churchill Park
1st Mortgage 6,450 37 6.95% 12/01/05 6,450

The Lakes
1st Mortgage 12,240 71 6.95% 12/01/05 12,240

Tahoe Springs
1st Mortgage 6,000 37 7.33% 11/01/03 6,000

Totals $30,690

</TABLE>

On November 13, 1996, the Partnership refinanced Tahoe Springs. The Partnership
received $6,000,000 in gross proceeds from the financing. The mortgage note
requires monthly interest only payments at a stated interest rate of 7.33% and
has a balloon payment due November 1, 2003.

On December 15, 1995, the Partnership refinanced the mortgage notes at
Breckinridge Square, Churchill Park and The Lakes. All three notes require
monthly interest only payments at a stated interest rate of 6.95% and have
balloon payments due December 1, 2005.

NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all partnership activities.
The Partnership paid property management fees based upon collected gross rental
revenues for property management services as noted below for the years ended
December 31, 1998 and 1997, respectively. Such fees are included in operating
expenses on the Statements of Operations and are reflected in the following
table. The Partnership Agreement provides for reimbursement to the General
Partner and its affiliates for costs incurred in connection with the
administration of partnership activities. The General Partner and its
affiliates received reimbursements and fees as reflected in the following table:

For the Years Ended
December 31,
1998 1997
(in thousands)

Property management fees $572 $567
Reimbursements for services of affiliates (included
in general and administrative expense) (1) 198 201
Partnership management fees (2) 30 82

(1) Included in "reimbursements for services of affiliate" for 1998 and 1997 is
approximately $2,000 and $6,000, respectively, in reimbursements for
construction oversight costs.

(2) The Partnership Agreement provides for a fee equal to 9% of the total
distributions made to the limited partners from "cash available for
distribution" to the limited partners (as defined in the Agreement) to be
paid to the General Partner for executive and administrative management
services.

During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to recieve 5% of gross receipts from all of the
Registrant's properties for providing property management services. The
Registrant paid to such affiliates $572,000 and $567,000 for the years ended
December 31, 1998 and 1997, respectively.

An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $198,000 and $201,000 for the
years ended December 31, 1998 and 1997, respectively.

For the period of January 1, 1997 to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an insurer unaffiliated with the General Partner. An
affiliate of the General Partner acquired, in the acquisition of a business,
certain financial obligations from an insurance agency which was later acquired
by the agent who placed the master policy. The agent assumed the financial
obligations to the affiliate of the General Partner, which receives payment
on these obligations from the agent. The amount of the Partnership's
insurance premiums accruing to the benefit of the affiliate of the Corporate
General Partner by virtue of the agent's obligations is not significant.

During December 1997, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 15,000 of the outstanding units of
limited partnership interest in the Partnership at $300 per unit, net to the
seller in cash. During February 1998, the tender offer was completed and the
Purchaser acquired 2,690 units of limited partnership interest in the
Partnership. As a result of this purchase, AIMCO currently owns, through its
affiliates a total of 20,248.65 limited partnership units (or 45.224%).
Consequently, AIMCO could be in a position to significantly influence all voting
decisions with respect to the Registrant. Under the Partnership Agreement,
unitholders holding a majority of the Units are entitled to take action with
respect to a variety of matters. When voting on matters, AIMCO would in all
likelihood vote the Units it acquired in a manner favorable to the interest of
the General Partner because of their affiliation with the General Partner.

NOTE E - REAL ESTATE AND ACCUMULATED DEPRECIATION

Investment Properties

Initial Cost
To Partnership
(in thousands)

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

Breckinridge Square $ 6,000 $ 641 $ 4,720 $ 2,787
Louisville, Kentucky

Churchill Park 6,450 566 6,510 1,453
Louisville, Kentucky

The Lakes 12,240 946 9,605 4,071
Raleigh, North Carolina

Tahoe Springs 6,000 2,848 8,492 668
Miami, Florida

Totals $30,690 $5,001 $29,327 $ 8,979

Gross Amount At Which Carried
At December 31, 1998
(in thousands)

Buildings
And Related
Personal Accumulated Date of Date Depreciable
Description Land Property Total Depreciation Construction Acquired Life-Years
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Breckinridge Square $ 641 $ 7,507 $ 8,148 $ 5,965 1971 10/78 5-22
Louisville, Kentucky
Churchill Park 566 7,963 8,529 4,263 1970 05/90 5-20
Louisville, Kentucky
The Lakes 946 13,676 14,622 8,357 1973 05/88 5-19
Raleigh, North Carolina
Tahoe Springs 2,457 9,551 12,008 6,120 1972-1975 11/87 5-20
Miami, Florida

Totals $4,610 $38,697 $43,307 $24,705

Reconciliation of "Real Estate and Accumulated Depreciation:"

Years Ended December 31,
1998 1997
(in thousands)

Real Estate
Balance at beginning of year $42,258 $41,105
Property improvements 1,090 1,218
Disposals of property (41) (65)
Balance at end of Year $43,307 $42,258

Accumulated Depreciation
Balance at beginning of year $22,630 $20,683
Additions charged to expense 2,098 1,982
Disposals of property (23) (35)
Balance at end of year $24,705 $22,630

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $40,656,000 and approximately
$39,586,000, respectively. The accumulated depreciation taken for Federal income
tax purposes at December 31, 1998 and 1997, is approximately $17,390,000 and
approximately $15,748,000, respectively.

NOTE F - INCOME TAXES

The Partnership has received a ruling from the Internal Revenue Service that it
will be 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 of reported net income and Federal taxable
income (in thousands, except unit data):

1998 1997

Net income as reported $ 1,404 $ 1,233
Add (deduct):
Fixed asset write-offs and casualty gain 19 29
Depreciation differences 457 393
Prepaid rent 14 139
Other 28 37

Federal taxable income $ 1,922 $ 1,831
Federal taxable income per limited
partnership unit $ 38.68 $ 36.84

The tax basis of the Partnership's assets and liabilities is approximately
$10,592,000 greater than the assets and liabilities as reported in the financial
statements.

NOTE G - SEGMENT REPORTING

As defined by SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information", the Partnership has one reportable segment: residential
properties. The Registrant's residential property segment consists of four
apartment complexes located in three states of the United States. The
Partnership rents apartment units to people for terms that are typically twelve
months or less.

MEASUREMENT OF SEGMENT PROFIT OR LOSS:

The Partnership evaluates performance based on net income. The accounting
policies of the reportable segment are the same as those described in the
summary of significant accounting policies.

FACTORS MANAGEMENT USED TO IDENTIFY THE ENTERPRISE'S REPORTABLE SEGMENT:

The Partnership's reportable segment consists of investment properties that
offer similar products and services. Although each of the investment properties
is managed separately, they have been aggregated into one segment as they
provide services with similar types of products and customers.

Segment information for the years 1998 and 1997 is shown in the tables below.
The "Other" column includes partnership administration related items and income
and expense not allocated to reportable segments.

1998 RESIDENTIAL OTHER TOTALS
(in thousands)
Rental income $10,554 $ -- $10,554
Other income 582 112 694
Interest expense 2,234 -- 2,234
Depreciation 2,098 -- 2,098
General and administrative expense -- 351 351
Segment profit (loss) 1,643 (239) 1,404
Total assets 20,775 614 21,389
Capital expenditures for
investment properties 1,090 -- 1,090

1997

Rental income $10,523 $ -- $10,523
Other income 634 98 732
Interest expense 2,236 -- 2,236
Depreciation 1,982 -- 1,982
General and administrative expense -- 341 341
Segment profit (loss) 1,480 (247) 1,233
Total assets 21,750 2,405 24,155
Capital expenditures for
investment properties 1,218 -- 1,218

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

There were no disagreements with Ernst & Young LLP regarding the 1998 and 1997
audits of the Partnership's financial statements.

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

The names and ages of, as well as the positions and offices held by, the
executive officers and directors of the General Partner are set forth below.
There are no family relationships between or among any officers or directors.

Name Age Position

Patrick J. Foye 41 Executive Vice President and Director

Timothy R. Garrick 42 Vice President - Accounting and Director

Patrick J. Foye has been Executive Vice President and Director of the General
Partner since October 1, 1998. Mr. Foye has served as Executive Vice President
of AIMCO since May 1998. Prior to joining AIMCO, Mr. Foye was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's Brussels, Budapest and Moscow offices from 1992
through 1994. Mr. Foye is also Deputy Chairman of the Long Island Power
Authority and serves as a member of the New York State Privatization Council.
He received a B.A. from Fordham College and a J.D. from Fordham University Law
School.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the General Partner since October 1, 1998.
Prior to that date, Mr. Garrick served as Vice President-Accounting Services of
Insignia Financial Group since June of 1997. From 1992 until June of 1997, Mr.
Garrick served as Vice President of Partnership Accounting and from 1990 to 1992
as an Asset Manager for Insignia Financial Group. From 1984 to 1990, Mr.
Garrick served in various capacities with U.S. Shelter Corporation. From 1979
to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney. Mr. Garrick
received his B.S. Degree from the University of South Carolina and is a
Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

No remuneration was paid to the General Partner nor any of its directors and
officers during the quarter ended December 31, 1998.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a) Security Ownership of Certain Beneficial Owners

Except as provided below, as of December 31, 1998, no person or entity was known
by the Registrant to own of record or beneficially more than five percent of the
Units of the Partnership:

NUMBER OF PERCENT
NAME AND ADDRESS UNITS OF TOTAL

Insignia Properties, L.P.
(an affiliate of AIMCO) 19,310.65 39.252%
Madison River Properties LLC
(an affiliate of AIMCO) 2,690.00 5.468%
AIMCO Properties, L.P.
(an affiliate of AIMCO) 248.00 .504%

Insignia Properties, L.P. and Madison River Properties LLC are indirectly
ultimately owned by AIMCO. Their business address is 55 Beattie Place,
Greenville, SC 29602.

AIMCO Properties, L.P. is indirectly ultimately owned by AIMCO. Its business
address is 1873 South Bellaire Street, 17th Floor, Denver, Colorado 80222.

(b) Beneficial Owners of Management

No directors or officers of the General Partner owns any units.

Beneficial Owners of CEI

As of December 31, 1998, an affiliate of the General Partner was the sole
shareholder of CEI's common stock:

NUMBER OF PERCENT
NAME AND ADDRESS UNITS OF TOTAL

Insignia Properties Trust
55 Beattie Place
Greenville, SC 29602 100,000 100%

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

For the Years Ended
December 31,
1998 1997
(in thousands)

Property management fees $572 $567
Reimbursements for services of affiliates (included
in general and administrative expense) (1) 198 201
Partnership management fees (2) 30 82

(1) Included in "reimbursements for services of affiliate" for 1998 and 1997 is
approximately $2,000 and $6,000, respectively, in reimbursements for
construction oversight costs.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit 27, Financial Data Schedule, is filed as an exhibit to this
report.

(b) Reports on Form 8-K filed in the fourth quarter of fiscal year 1998:

Current Report on Form 8-K filed dated October 1, 1998 and filed on
October 16, 1998 disclosing change in control of Registrant from
Insignia Financial Group, Inc. to AIMCO.

SIGNATURE

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 GROWTH FUND

By: ConCap Equities, Inc.
Its General Partner

By: /s/Patrick J. Foye
Patrick J. Foye
Executive Vice President

By: /s/Timothy R. Garrick
Timothy R. Garrick
Vice President _ Accounting

Date: March 26, 1999

In accordance with the Exchange Act, this report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on
the date indicated.

/s/Patrick J. Foye Date: March 26, 1999
Patrick J. Foye
Executive Vice President and Director

/s/Timothy R. Garrick Date: March 26, 1999
Timothy R. Garrick
Vice President - Accounting and Director

EXHIBIT INDEX
S-K REFERENCE SEQUENTIAL
NUMBER DOCUMENT DESCRIPTION PAGE NUMBER

2.1 Agreement and Plan of Merger, dated as of
October 1, 1998 between AIMCO and IPT.

3 Certificate of Limited Partnership, as amended N/A
to date.

10.1 Property Management Agreement No. 201 N/A
dated October 23, 1990, by and between the
Partnership and CCEC (Incorporated by refer-
ence to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).

10.2 Property Management Agreement No. 302 N/A
dated October 23, 1990, by and between
the Partnership and CCEC (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).

10.3 Property Management Agreement No. 401 N/A
dated October 23, 1990, by and between
the Partnership and CCEC (Incorporated
by reference to the Quarterly Report
on Form 10-Q for the quarter ended
September 30, 1990).

10.4 Bill of Sale and Assignment dated October 23, N/A
1990, by and between CCEC and ConCap Services
Company (Incorporated by reference to the Quar-
terly Report on Form 10-Q for the quarter ended
September 30, 1990).

10.5 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCEC and
ConCap Management Limited Partnership
("CCMLP") (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).

10.6 Assignment and Agreement as to Certain N/A
Property Management Services dated
October 23, 1990, by and between CCMLP and
ConCap Capital Company (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1990).

10.7 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP
and Horn-Barlow Companies (200 Series of
Property Management Contracts), (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1990).

10.8 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP and
Metro ConCap, Inc. (300 Series of Property
Management Contracts), (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).

10.9 Assignment and Assumption Agreement dated N/A
October 23, 1990, by and between CCMLP and
R&B Realty Group (400 Series of Property Manage-
ment Contracts), (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter
ended September 30, 1990).

10.10 Assignment and Assumption Agreement dated N/A
September 1, 1991, by and between the Partnership
and CCGF Associates, Ltd. (Incorporated by refer-
ence to the Annual Report on Form 10-K for the
year ended December 31, 1991).

10.11 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and Horn-Barlow Companies (the
"Horn-Barlow Construction Management Agree-
ment"). (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).

10.12 Assignment and Assumption Agreement dated N/A
September 1, 1991, by and between the Partnership
and CCGF Associates, Ltd. (Horn-Barlow Construction
Management Agreement). (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).

10.13 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and Metro ConCap, Inc.
(Incorporated by reference to the Annual
Report on Form 10-K for the year ended December
31, 1991).

10.14 Construction Management Cost Reimbursement N/A
Agreement dated January 1, 1991, by and between
the Partnership and R&B Apartment Management
Company, Inc. (Incorporated by reference to
the Annual Report on Form 10-K for the year
ended December 31, 1991).

10.15 Investor Services Agreement dated October 23, N/A
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1990).

10.16 Assignment and Assumption Agreement (Investor N/A
Services Agreement) dated October 23, 1990, by and
between CCEC and ConCap Services Company
(Incorporated by reference to the Annual Report on
Form 10-K for the year ended December 31, 1990).

10.17 Letter of Notice dated December 20, 1991, from N/A
Partnership Services, Inc. ("PSI") to the Partnership
regarding the change in ownership and dissolution
of ConCap Services Company whereby PSI assumed
the Investor Services Agreement. (Incorporated by
reference to the Annual Report on Form 10-K for the
year ended December 31, 1991).

10.18 Financial Services Agreement dated October 23, N/A
1990, by and between the Partnership and CCEC
(Incorporated by reference to the Quarterly Report
on Form 10-Q for the quarter ended September 30,
1990).

10.19 Assignment and Assumption Agreement N/A
(Financial Service Agreement) dated October
23, 1990, by and between CCEC and ConCap
Capital Company (Incorporated by reference
to the Quarterly Report on Form 10-Q for the
quarter ended September 30, 1990).

10.20 Letter of Notice dated December 20, 1991, from N/A
PSI to the Partnership regarding the change in
ownership and dissolution of ConCap Capital
Company whereby PSI assumed the Financial
Services Agreement (Incorporated by reference
to the Annual Report on Form 10-K for the year
ended December 31, 1991).

10.21 Property Management Agreement No. 414 dated N/A
May 13, 1993, by and between the Partnership
and Coventry Properties, Inc. (Incorporated
by reference to the Quarterly Report on Form
10-Q for the quarter ended September 30, 1993).

10.22 Assignment and Assumption Agreement N/A
(Property Management Agreement No. 414)
dated May 13, 1993, by and between Coventry
Properties, Inc., R&B Apartment Management
Company, Inc. and Partnership Services, Inc.
(Incorporated by reference to the Quarterly
Report on Form 10-Q for the quarter ended
September 30, 1993).

10.23 Assignment and Agreement as to Certain N/A
Property Management Services dated May 13,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc. (Incorporated by
reference to the Quarterly Report on Form 10-Q
for the quarter ended September 30, 1993).

10.24 Property Management Agreement No. 506 dated N/A
June 1, 1993, by and between the Partnership and
Coventry Properties, Inc.

10.25 Assignment and Assumption Agreement as to Certain N/A
Property Management Services dated November 17, 1993,
by and between Coventry Properties, Inc. and
Partnership Services, Inc.

10.27 Assignment and Assumption Agreement as to Certain N/A
Property Management Services dated November 17,
1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc.

10.28 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.

10.29 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.

10.30 Multifamily Note dated November 30, 1995 between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of Lehman
Brothers Holdings Inc.

10.31 Multifamily Note dated November 1, 1996, between
Consolidated Capital Growth Fund, a California
limited partnership, and Lehman Brothers Holdings
Inc. d/b/a Lehman Capital, A Division of
Lehman Brothers Holdings, Inc.

11 Statement regarding computation of Net Income N/A
per Limited Partnership Unit (Incorporated by
reference to Note A of Item 7 - Financial
Statements of this Form 10-K).

16 Letter, dated August 12, 1992, from Ernst & Young N/A
to the Securities and Exchange Commission regard-
ing change in certifying accountant. (Incorporated
by reference to Form 8-K dated August 6, 1992).

27 Financial Data Schedule.

</TABLE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Consolidated
Capital Growth Fund 1998 Year-End 10-KSB and is qualified in its entirety by
reference to such 10-KSB.
</LEGEND>
<CIK> 0000201529
<NAME> CONSOLIDATED CAPITAL GROWTH FUND
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 968
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 43,307
<DEPRECIATION> (24,705)
<TOTAL-ASSETS> 21,389
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 30,690
0
0
<COMMON> 0
<OTHER-SE> (10,374)
<TOTAL-LIABILITY-AND-EQUITY> 21,389
<SALES> 0
<TOTAL-REVENUES> 11,248
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 9,844
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,234
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,404
<EPS-PRIMARY> 28.25<F2>
<EPS-DILUTED> 0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>

</TABLE>