CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
SC 14D9/A, 1999-06-15
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                --------------

                                 Schedule 14D-9
                                (Amendment No. 1)


                      Solicitation/Recommendation Statement

                       Pursuant to Section 14(d)(4) of the

                         Securities Exchange Act of 1934


                  Consolidated Capital Institutional Properties
                  ---------------------------------------------
                            (Name of Subject Company)


                  Consolidated Capital Institutional Properties
                  ---------------------------------------------
                        (Name of Person Filing Statement)


                      Units of Limited Partnership Interest
                  ---------------------------------------------
                         (Title of Class of Securities)


                                      None
                  ---------------------------------------------
                      (CUSIP Number of Class of Securities)


                                  Patrick Foye
                   Apartment Investment and Management Company
                     1873 South Bellaire Street, 17th Floor
                             Denver, Colorado 80222
                                 (303) 757-8101

                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications
                  on Behalf of the Person(s) filing Statement)

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<PAGE>


     This  Amendment No. 1 amends the  Solicitation/Recommendation  Statement on
Schedule  14D-9  (the  "Statement")  filed  with  the  Securities  and  Exchange
Commission on June 9, 1999 by Consolidated Capital Institutional Properties (the
"Partnership")  in  connection  with the offer for units of limited  partnership
interest  in the  Partnership  by AIMCO  Properties,  L.P.,  a Delaware  limited
partnership.


4.   The Solicitation or Recommendation

     Item 4 is hereby amended to read in its entirety as follows:

     "Because of the conflict of interest  inherent in the fact that the General
Partner is, as described  above, an affiliate of the Purchaser,  the Partnership
is making no  recommendation  and is  remaining  neutral as to  whether  limited
partners should tender their Units pursuant to the Offer.  The Partnership  does
believe,  however, that Limited Partners who desire to presently liquidate their
interest in the  Partnership for cash should tender their units for the greatest
purchase price available."


9.   Material to be Filed as Exhibits

     Item 9 is hereby amended to add the following:

     Exhibit (a)(4) - Letter to Limited Partners from the Partnership
                      dated June 15, 1999.


                                    SIGNATURE

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this Statement is true,  complete and
correct.

                                    CONSOLIDATED CAPITAL INSITUTIONAL PROPERTIES

                                    By: Concap Equities, Inc.
                                        General Partner

                                        By: /s/ Patrick Foye
                                            ------------------------------------
                                            Executive Vice President

                                    Date: June 15, 1999

<PAGE>


                                  EXHIBIT INDEX


     Exhibit No.      Description
     -----------      -----------
     (a)(4)           Letter to Limited Partners from the Partnership dated
                      June 15, 1999.




                                                                  Exhibit (a)(4)


                  CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES
                      c/o Corporate Investor Communications
                                11 Commerce Road
                              Carlstadt, N.J. 07072
                                 (877) 460-2557


                                        June 15, 1999


Dear Limited Partner:

     By now you should have received offers to purchase your limited partnership
interests (the "Units") in Consolidated  Capital  Institutional  Properties (the
"Partnership") from both AIMCO Properties,  L.P. ("AIMCO"),  an affiliate of the
general  partner of the  Partnership,  and Peachtree  Partners,  an unaffiliated
entity.

     As previously  stated,  the general partner of the Partnership,  due to its
affiliation with AIMCO, is making no recommendation  and is remaining neutral as
to whether limited  partners should tender their Units pursuant to either offer.
The  Partnership  does  believe,  however,  that Limited  Partners who desire to
presently  liquidate  their interest in the  Partnership  for cash should tender
their Units for the greatest purchase price available.  In this regard,  AIMCO's
offer is for a  purchase  price of $424 per  Unit,  without  any  deduction  for
transfer fees, and Peachtree  Partners offer is for $302.50 per Unit less a $100
transfer fee.

     Limited  Partners are advised to  carefully  consider the offers with their
financial and tax advisors. If you have any questions,  please contact Corporate
Investor Communications at (877) 460-2557.


                                        Sincerely,


                                        CONSOLIDATED CAPITAL INSTITUTIONAL
                                        PROPERTIES



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