JOHNSTOWN CONSOLIDATED INCOME PARTNERS, 10KSB, 1999-03-30

JOHNSTOWN CONSOLIDATED INCOME PARTNERS
10KSB, 1999-03-30
REAL ESTATE

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

FORM 10-KSB

[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

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

For the transition period from to

Commission file number 0-16010

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS
(Name of small business issuer in its charter)

California 94-3004963
(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) (Zip Code)

Issuer's telephone number (864) 239-1000

Securities registered under Section 12(b) of the Exchange Act:
None

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

Units of Depositary Receipt
(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 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: $2,676,000

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 a specified date within the past 60 days. 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

Johnstown/Consolidated Income Partners (the "Partnership" or "Registrant") was
organized on January 9, 1986, as a limited partnership under the California
Revised Limited Partnership Act. The Partnership is engaged in the business of
operating and holding real properties for investment. On June 20, 1986, the
Partnership commenced a public offering for the sale of $150,000,000 of Units.
The Units represent economic rights attributable to the limited partnership
interests in the Partnership and entitle the holders thereof (hereinafter
referred to as "Unitholders") to the economic benefits attributable to equity
interests in the Partnership and to participate in certain allocations and
distributions of the Partnership. The sale of Units closed on June 19, 1987,
with 129,266 Units sold at $250 each, for gross proceeds of approximately
$32,300,000 to the Partnership. By the end of fiscal year 1988, approximately
79% of the proceeds raised had been invested in four (4) properties, five (5)
mortgage loans, and approximately $1,600,000 in guaranteed mortgage-backed
securities ("MBS"). Of the remaining 21%, 11.8% was required for organizational
and offering expenses and sales commissions and 9.2% was retained in Partnership
reserves for working capital as required by the Partnership Agreement. The
limited partner of the Partnership is Johnstown/Consolidated Depositary
Corporation (the "Corporate Limited Partner"), an affiliate of the General
Partner (as hereinafter defined). The Corporate Limited Partner serves as
depositary for the Units pursuant to a Depositary Agreement entered into with
the Partnership. Since its initial offering, the Registrant has not received,
nor are Unitholders required to make, additional capital contributions. As of
December 31, 1998, the Partnership held and operated two commercial properties
and one residential property.

The general partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI"). The General Partner and the
Corporate Limited Partner shall together be called the "Partners." 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, 2017 unless terminated prior to such date.

The business in which the Partnership is engaged is highly competitive. There
are other residential and commercial properties within the market area of the
Partnership'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
apartment and commercial space owned by the Partnership and the rents that may
be charged for such properties and/or spaces. While the General Partner and its
affiliates are a significant factor in the United States in the apartment
industry, competition for 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 Partnership.

The Registrant has no employees. Partnership management and administrative
services as well as property management services are provided by an affiliate of
the General Partner, except for Phoenix Business Campus (see below). The
property manager is responsible for the day-to-day operations of each property.
The General Partner has also selected affiliates to provide real estate advisory
and asset management services to the Partnership. As advisor, such affiliates
provided all partnership accounting and administrative services, investment
management, and supervisory services over property management and leasing. As
of October 1, 1998, property management services for Phoenix Business Campus are
provided by an unaffiliated property manager.

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 and
commercial 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.

Transfers of Control

Upon the Partnership's formation in 1986, Consolidated Capital Equities
Corporation ("CCEC") was the sole general partner of the Partnership, and
Johnstown/Consolidated Depositary Corporation, a wholly-owned subsidiary of
CCEC, was the sole Limited Partner. In 1988, Southmark Corporation
("Southmark") gained control of CCEC. In December 1988, CCEC filed for
reorganization under Chapter 11 of the United States Bankruptcy Code. As part
of its reorganization plan, CEI acquired CCEC's general partner interest in the
Partnership and in 15 other affiliated public limited partnerships (the
"Affiliated Partnerships") and 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 Unitholders in the Partnership and the limited
partners in each of the Affiliated Partnerships pursuant to a solicitation of
the Unitholders dated August 10, 1990. As part of this solicitation, the
Unitholders also approved an amendment to the Partnership Agreement to limit
changes of control of the Partnership.

Prior to December 1994, all of CEI's outstanding stock was owned by GII Realty,
Inc. In December 1994, the parent of GII Realty, Inc., entered into a
transaction (the "Insignia Transaction") in which an affiliate of the General
Partner acquired an option (exercisable in whole or in part from time to time)
to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial
exercise of such option, acquired 50.5% of that stock. As a part of the
Insignia Transaction, the General Partner affiliate also acquired all of the
outstanding stock of Partnership Services, Inc., an asset management entity and
Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a
property management entity. In addition, confidentiality, non-competition, and
standstill arrangements were entered into between certain of the parties. Those
arrangements, among other things, prohibit GII Realty's former sole shareholder
from purchasing Partnership Units for a period of three years. On October 24,
1995, the General Partner affiliate exercised the remaining portion of its
option to purchase all of the remaining outstanding capital stock of GII Realty,
Inc. As of December 31, 1998, Insignia Properties Trust ("IPT"), an affiliate
of the General Partner, owned 100% of the outstanding stock of CEI. As of
December 31, 1998, Insignia Properties, L.P., owned 11,960 Units of the
Partnership.

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into AIMCO, a publicly traded real
estate investment trust, with AIMCO being the surviving corporation (the
"Insignia Merger"). As a result, AIMCO ultimately acquired control of the
General Partner. In addition, AIMCO also acquired a 100% ownership interest in
IPT, the sole shareholder of 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 properties held by the Partnership.

Date of
Property Purchase Type of Ownership Use

Cedar Brooke Apartments 02/27/87 Fee ownership subject Apartment
Independence, Missouri to first mortgage 158 units

Florida #11 Mini-Warehouse 10/15/90 Fee ownership Storage Center
Davie, Florida 64,240 sq.ft.

Phoenix Business Campus 08/26/86 Fee ownership Office Building
Atlanta, Georgia 79,854 sq.ft.

SCHEDULE OF PROPERTIES:

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

Gross

Carrying Accumulated Federal

Property Value Depreciation Rate Method Tax Basis

(in thousands) (in thousands)

Cedar Brooke Apartments $ 4,437 $2,749 5-19 years S/L $ 2,490

Florida #11 Mini-

Warehouse 2,751 739 5-20 years S/L 2,302

Phoenix Business

Campus 6,532 3,121 5-28 years S/L 2,743

Total $13,720 $6,609 $ 7,535

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 loan
encumbering one of the Partnership's investment properties:

Principal Principal

Balance At Balance

December 31, Interest Period Maturity Due At

Property 1998 Rate Amortized Date Maturity (2)

(in thousands) (in thousands)

Cedar Brooke Apartments

1st mortgage $2,325 7.33% (1) 11/03 $2,325

(1) Monthly payments of interest only at the stated rate until maturity.

(2) See "Item 7. Financial Statements - Note F" for information with respect to
the Partnership's ability to prepay this loan and other specific terms of
the loan.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:

Average annual rental rate and occupancy for 1998 and 1997 for each property:

Average Annual Average

Rental Rates Occupancy

Property 1998 1997 1998 1997

Cedar Brooke Apartments $ 6,486/per unit $ 5,858/per unit 94% 97%

Florida #11 Mini-Warehouse 11.54/per sq. ft. 11.39/per sq. ft. 97% 98%

Phoenix Business Campus 8.97/per sq. ft. 7.72/per sq. ft. 71% 67%

The decrease in average occupancy at Cedar Brooke Apartments is due to the
property's change from a HUD property in 1996 to a market rent property in 1997
and 1998. In 1998, the rents were drastically increased and thus caused the
turnover of existing tenants.

The increase in average occupancy at the Phoenix Business Campus is due
primarily to greater demands for rental space due to nearby airport expansion,
which has displaced many local businesses.

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. All of the properties of the Partnership are subject to
competition from other similar properties in the area. The General Partner
believes that all of the properties are adequately insured and in good physical
condition, subject to normal depreciation and deterioration as is typical for
assets of this type and age. With the exception of the Phoenix Business Campus,
the properties' lease terms are for one year or less and no tenant leases 10% or
more of the available rental space. See "Item 7. Financial Statements - Notes A
and G" for information related to the commercial leases.

The following is a schedule of lease expirations for Phoenix Business Campus for
the years 1999-2008:

Number of % of Gross

Expirations Square Feet Annual Rent Annual Rent

(in thousands)

1999 0 -- $ -- --

2000 2 5,259 54 9.5%

2001 2 20,674 203 35.5%

2002 0 -- -- --

2003 4 31,321 314 55.0%

2004-2008 0 -- -- --

The following schedule reflects information on tenants leasing 10% or more of
the leasable square footage of Phoenix Business Center:

Square

Nature of Footage Annual Rent/ Lease

Business Leased Square Foot Expiration

Computer software 17,342 $9.84 9-30-03

Mortgage lender 16,684 9.74 9-30-01

SCHEDULE OF REAL ESTATE TAXES AND RATES:

Real estate taxes and rates in 1998 for each property are as follows:

1998 1998

Billing Rate

(in thousands)

Cedar Brooke Apartments $49 6.4%

Florida #11 Mini-Warehouse 71 2.5%

Phoenix Business Campus (a) 46 1.0%

(a) The Partnership is currently appealing the increase in assessed values at
Phoenix Business Campus.

CAPITAL IMPROVEMENTS:

Cedar Brooke Apartments

During 1998, the Partnership completed approximately $488,000 of capital
improvements at Cedar Brooke Apartments consisting primarily of roof
replacement, carpet replacement, lighting improvements, and clubhouse
renovations related to the casualty which occurred in 1997. These improvements
were funded primarily from insurance proceeds and capital and replacement
reserves. 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 $205,000 of capital improvements over the near term. Capital
improvements budgeted for 1999 include, but are not limited to, heating system
upgrades, landscaping, flooring and roof replacements and other building
improvements, which are expected to cost approximately $348,000.

Florida #11 Mini-Warehouse

In 1998, the Partnership expended approximately $2,000 for capital improvements
at the property, primarily consisting of office equipment. 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 $205,000 of capital
improvements over the near term. The General Partner is still in the process of
determining what the 1999 capital improvements will consist of.

Phoenix Business Campus

During 1998, the Partnership completed approximately $347,000 of tenant
improvements at Phoenix Business Campus. 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 $174,000 of capital improvements over
the near term. For 1999, the Partnership has budgeted approximately $62,000 of
capital improvements which include, but are not limited to, tenant improvements.

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

In March 1998, the Managing General Partner was named in a legal action entitled
Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior
Court of the State of California for the County of San Mateo. The plaintiffs
named as defendants, among others, the General Partner and several of their
affiliated partnerships and corporate entities. The complaint purports to
assert claims on behalf of a class of limited partners and derivatively on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging the acquisition by Insignia Financial
Group, Inc. ("Insignia") and entities which were, at the time, affiliates of
Insignia ("Insignia Affiliates") of interests in certain general partner
entities, past tender offers by Insignia Affiliates to acquire limited
partnership units, the management of partnerships by Insignia Affiliates as well
as a recently announced agreement between Insignia and Apartment Investment and
Management Company. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
General Partner filed a motion seeking dismissal of the action. In lieu of
responding to the motion, plaintiffs have recently filed an amended complaint.
The General Partner filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers has been received. The
General Partner does not anticipate that costs associated with this case, if
any, will be material to the Partnership's overall operations.

On July 30, 1998 certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint in the Superior Court of the State of
California, County of Los Angeles. The action, entitled Everest Properties LLC
v. Insignia Financial Group, Inc., involves 44 real estate limited partnerships
(including the Partnership) in which the plaintiffs allegedly own interests and
which Insignia Affiliates allegedly manage or control (the "Subject
Partnerships"). This case was settled on March 3, 1999. The Partnership is
responsible for a portion of the settlement costs. The expense will not have a
material effect on the Partnership's net income.

The Partnership is unaware of any other 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 quarter ended December 31, 1998, no matters were submitted to a vote
of the Unitholders, through the solicitation of proxies or otherwise.

PART II

ITEM 5.MARKET FOR THE REGISTRANT'S UNITS OF DEPOSITORY RECEIPT AND RELATED
SECURITY HOLDER MATTERS

No established public trading market for the Units exists nor is one expected to
develop. As of December 31, 1998, the approximate number of holders of Units of
Depositary Receipt was 2,188. Affiliates of the General Partner held 30,059.5
Units or 23.336% as of December 31, 1998.

In March 1998, the Partnership paid a distribution attributable to cash flow
from operations of approximately $1,000,000 or $7.69 per Unit. In September
1997, the Partnership paid a distribution attributable to sales proceeds from
the sale of Florida #6 Mini-Warehouse of approximately $1,000,000 or $7.69 per
Unit. Cumulative distributions to Unitholders since the inception of the
Partnership totaled approximately $14,190,000 at December 31, 1998. Future
distributions will depend on the levels of net cash generated from operations,
property sales, refinancings, and the availability of cash reserves. The
Partnership's distribution policy will be reviewed on a quarterly basis. There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations after required capital expenditures to permit further
distributions to its partners in 1999 or subsequent periods.

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 realized net income of approximately $639,000 for the year ended
December 31, 1998 as compared to net income of approximately $541,000 for the
corresponding period of 1997. The increase in net income is primarily
attributable to an overall decrease in expenses partially offset by an overall
decrease in total revenues. The decrease in overall expenses is primarily due
to a decrease in operating expenses partially offset by increases in general and
administrative and depreciation expenses. The decrease in operating expense can
be attributed to the completion of an exterior maintenance project at Cedar
Brooke Apartments in 1997. The increase in general and administrative expense is
primarily due to increases in professional fees in 1998. Included in general
and administrative expenses for the years ended December 31, 1998 and 1997, are
reimbursements to the General Partner allowed under the Partnership Agreement
associated with its management of the Partnership. 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. The increase in depreciation expense is attributable to a
full year of depreciation taken on approximately $409,000 of capital
improvements and replacements added in 1997.

The decrease in overall revenues is attributable to the fact that there was no
gain on sale recognized in 1997 on the sale of the Florida #6 Mini-Warehouse
(see discussion below). The decrease in revenues was partially offset by an
increase in rental income and the recognition of a casualty gain for the Cedar
Brooke Apartments in 1998. Rental income increased due to increases in average
annual rental rates at all of the Partnership's investment properties combined
with a decrease in vacancy loss at the Phoenix Business Campus property, which
is attributable to an increase in occupancy rate. The increase in the average
annual rental rate at Cedar Brooke Apartments offset a slight decline in
occupancy at the property.

In May 1997, the Partnership sold its one-third undivided interest in the
Florida #6 Mini-Warehouse, located in Lauderhill, Florida (see "Item 7.
Financial Statements - Note I"). The Partnership's share of the net proceeds
was approximately $1,287,000, after payment of closing costs. As a result of
the sale, the Partnership realized a gain on the sale of approximately $437,000
in 1997.

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 expenses. 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 held cash and cash equivalents of
approximately $1,754,000, compared to approximately $2,770,000 at December 31,
1997. The net decrease in cash and cash equivalents is due to approximately
$657,000 of cash used in investing activities and approximately $1,000,000 of
cash used in financing activities, which was offset by approximately $641,000 of
cash provided by operating activities. Cash used in investing activities
consisted of capital improvements and lease commissions offset by net
withdrawals from escrow accounts maintained by the mortgage lender, and
insurance proceeds received as a result of the casualty at Cedar Brooke
Apartments. Cash used in financing activities consisted of distributions paid to
partners. The Partnership invests its working capital reserves in money market
accounts.

The Partnership is required by the Partnership Agreement to maintain working
capital reserves for contingencies of not less than 5% of Net Invested Capital
as defined in the Partnership Agreement. In the event expenditures are made
from these reserves, operating revenue shall be allocated to such reserves to
the extent necessary to maintain the foregoing level. Reserves, including cash
and cash equivalents and tenant security deposits totaling approximately
$1,811,000 at December 31, 1998, exceeded the Partnership's reserve requirement
of approximately $1,338,500.

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 investment 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 Partnership
has budgeted approximately $348,000 of capital improvements for Cedar Brooke
Apartments and approximately $62,000 of tenant improvements for Phoenix Business
Campus in 1999. Budgeted capital improvements for Cedar Brooke include, but are
not limited to, heating system upgrades, landscaping, flooring and roof
replacement, and other building improvements. Budgeted capital improvements for
Phoenix Business Campus include, but are not limited to, tenant improvements.
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 assets are currently thought to be sufficient for any near-
term needs (exclusive of capital improvements) of the Partnership. The mortgage
indebtedness of $2,325,000, which carries a stated interest rate of 7.33%
(interest only), matures in 2003. The General Partner will attempt to refinance
such indebtedness or sell the property prior to such maturity date. If the
property cannot be refinanced or sold for a sufficient amount, the Partnership
will risk losing such property through foreclosure.

During each of the years ended December 31, 1998 and 1997, cash distributions of
approximately $1,000,000 were paid to the partners. The Partnership's
distribution policy will be reviewed on a quarterly basis. There can be no
assurance, however, that the Partnership will generate sufficient funds from
operations after required capital expenditures 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

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

LIST OF FINANCIAL STATEMENTS

Report of Ernst and 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

To the Partners
Johnstown/Consolidated Income Partners

We have audited the accompanying balance sheet of Johnstown/Consolidated Income
Partners as of December 31, 1998, and the related statements of operations,
changes in partners' (deficit) capital 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 Johnstown/Consolidated Income
Partners 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

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

BALANCE SHEET
(in thousands, except unit data)

December 31, 1998

Assets

Cash and cash equivalents $ 1,754

Receivables and deposits, net of allowance of $127 178

Restricted escrows 214

Other assets 436

Investment properties (Notes F and H):

Land $ 1,571

Buildings and related personal property 12,149

13,720

Less accumulated depreciation (6,609) 7,111

$ 9,693

Liabilities and Partners' Capital (Deficit)

Liabilities

Accounts payable $ 14

Tenant security deposit liabilities 72

Accrued property taxes 49

Other liabilities 98

Mortgage note payable (Note F) 2,325

Partners' Capital (Deficit)

General Partner $ (175)

Corporate Limited Partner on behalf of the

Unitholders - (128,810 units issued and

outstanding) 7,310 7,135

$ 9,693

See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended

December 31,

1998 1997

Revenues:

Rental income $2,251 $2,031

Other income 220 219

Casualty gain (Note J) 205 --

Gain on sale of investment property (Note I) -- 437

Total revenues 2,676 2,687

Expenses:

Operating 890 1,053

General and administrative 265 238

Depreciation 537 502

Interest 185 184

Property taxes 160 169

Total expenses 2,037 2,146

Net income $ 639 $ 541

Net income allocated to general partner (1%) $ 6 $ 5

Net income allocated to limited partners (99%) 633 536

$ 639 $ 541

Net income per Unit of Depositary Receipt: $ 4.91 $ 4.16

Distributions per Unit of Depositary Receipt: $ 7.69 $ 7.69

See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

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

Unitholders

Units of Units of

Depositary General Depositary

Receipt Partner Receipt Total

(Note A)

Original capital contributions 129,266 $ 1 $32,317 $32,318

Partners' (deficit) capital at

December 31, 1996 128,810 $ (166) $ 8,121 $ 7,955

Distribution paid -- (10) (990) (1,000)

Net income for the year ended

December 31, 1997 -- 5 536 541

Partners' (deficit) capital at

December 31, 1997 128,810 (171) 7,667 7,496

Distribution paid -- (10) (990) (1,000)

Net income for the year ended

December 31, 1998 -- 6 633 639

Partners (deficit) capital at

December 31, 1998 128,810 $ (175) $ 7,310 $ 7,135

See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

STATEMENTS OF CASH FLOWS
(in thousands)

Years Ended December 31,

1998 1997

Cash flows from operating activities:

Net income $ 639 $ 541

Adjustments to reconcile net income to

net cash provided by operating activities:

Depreciation 537 502

Amortization of lease commissions and loan costs 62 56

Gain on sale of investment property -- (437)

Casualty gain (205) --

Change in accounts:

Receivables and deposits (91) 73

Other assets (27) 25

Accounts payable (381) 10

Tenant security deposit liabilities 18 (7)

Accrued property taxes 49 (47)

Other liabilities 40 (24)

Net cash provided by operating activities 641 692

Cash flows from investing activities:

Proceeds from sale of investment property -- 1,287

Property improvements and replacements (837) (128)

Proceeds from sale of investments -- 447

Net withdrawals from restricted escrows 47 47

Lease commissions paid (160) (147)

Net insurance proceeds from casualty gain 293 --

Net cash (used in) provided by investing

activities (657) 1,506

Cash flows from financing activities:

Loan costs paid -- (11)

Distributions to partners (1,000) (1,000)

Net cash used in financing activities (1,000) (1,011)

Net (decrease) increase in cash and cash equivalents (1,016) 1,187

Cash and cash equivalents at beginning of year 2,770 1,583

Cash and cash equivalents at end of year $ 1,754 $ 2,770

Supplemental disclosure of cash flow information:

Cash paid for interest $ 170 $ 170

Supplemental disclosure of non-cash investing activity:

Property improvements and replacements included

in accounts payable $ -- $ 281

See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

NOTES TO FINANCIAL STATEMENTS

December 31, 1998

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Johnstown/Consolidated Income Partners (the "Partnership" or "Registrant"), a
California limited partnership, was formed on January 9, 1986, to operate and
hold commercial and residential properties and to invest in mortgage loans and
mortgage-backed securities. Consolidated Capital Equities Corporation ("CCEC"),
the former general partner, and Johnstown/Consolidated Depositary Corporation
(the "Corporate Limited Partner"), which serves as depositary of certain Units
of Depositary Receipt ("Units"), contributed $1,000 and $100,000, respectively.
The Units represent economic rights attributable to the limited partnership
interests in the Partnership and entitle the holders thereof ("Unitholders") to
the economic benefits attributable to equity interests in the Partnership and to
participate in certain allocations and distributions of the Partnership. For
this reason, partners' capital (deficit) is herein represented as an interest of
the Unitholders. The general partner of the Partnership is ConCap Equities,
Inc. ("CEI" or the "General Partner"), a Delaware corporation. Additionally,
the General Partner is a subsidiary of Apartment Investment and Management
Company ("AIMCO") (See "Note B - Transfer of Control"). The Partnership
Agreement provides that the Partnership is to terminate on December 31, 2017
unless terminated prior to that date. As of December 31, 1998, the Partnership
owned one residential and two commercial properties, all of which are located
near major urban areas in the United States.

At the time of the Partnership's formation, CCEC was the sole general partner of
the Partnership, and the Corporate Limited Partner was a wholly-owned subsidiary
of CCEC. In 1988, Southmark Corporation ("Southmark") gained control of CCEC.
In December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. As part of its reorganization plan, CEI acquired CCEC's
general partner interest in the Partnership and in 15 other affiliated public
limited partnerships (the "Affiliated Partnerships") and acquired the stock of
the corporate limited partner, replacing CCEC as managing general partner in all
16 partnerships.

Prior to December 1994, all of CEI's outstanding stock was owned by GII Realty,
Inc. In December 1994, the parent of GII Realty, Inc., entered into a
transaction (the "Insignia Transaction") in which, an affiliate of the General
Partner acquired an option (exercisable in whole or in part from time to time)
to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial
exercise of such option, acquired 50.5% of that stock. As a part of the
Insignia Transaction, the General Partner affiliate also acquired all of the
outstanding stock of Partnership Services, Inc., an asset management entity and
Insignia acquired all of the outstanding stock of Coventry Properties, Inc., a
property management entity. In addition, confidentiality, non-competition, and
standstill arrangements were entered into between certain of the parties. Those
arrangements, among other things, prohibit GII Realty's former sole shareholder
from purchasing Partnership Units for a period of three years. On October 24,
1995, the General Partner affiliate exercised the remaining portion of its
option to purchase all of the remaining outstanding capital stock of GII Realty,
Inc. As of December 31, 1998, Insignia Properties Trust ("IPT") owned 100% of
the outstanding stock of CEI. At December 31, 1998, Insignia Properties, L.P.,
owned 11,960 Units of the Partnership.

Cash and Cash Equivalents

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

Tenant Security Deposits

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

Depreciation

Buildings and improvements are depreciated using the straight-line method over
the estimated useful lives of the assets, ranging from 5 to 28 years.

Fair Value

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 based on
estimated rates currently available, approximates its carrying balance.

Investment Properties

The Partnership's investment properties consist of one apartment complex and two
commercial properties, which are stated at cost. Acquisition fees are
capitalized as a cost of real estate. In accordance with 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. For the years ended
December 31, 1998 and 1997, no adjustments for impairment of value were
recorded.

Rental Income

The Partnership leases its residential property and its commercial mini-
warehouse under short-term operating leases. Lease terms are generally one year
or less in duration. The Partnership recognizes income as earned on these
leases. In addition, the General Partner's policy is to offer rental
concessions at its residential property during partially slow months, or the
response to heavy competition from other similar complexes in the area.
Concessions are charged against rental income as incurred. The commercial
property leases generally are from one to five years in duration. Rental income
is recognized on a straight-line basis over the lives of the applicable leases.

Loan Costs

Loan costs are approximately $101,000 net of accumulated amortization of
approximately $30,000, at December 31, 1998 and are amortized using the
straight-line method over the life of the related mortgage note. Unamortized
loan costs are included in other assets. Amortization of loan costs is included
in interest expense.

Lease Commissions

Lease commissions are approximately $447,000 net of accumulated amortization of
approximately $166,000 at December 31, 1998 and are amortized using the
straight-line method over the lives of the applicable leases. Unamortized lease
commissions are included in other assets. Amortization of lease commissions is
included in operating expense.

Allocation of Net Income and Net Loss

The Partnership Agreement provides for net income and net losses for both
financial and tax reporting purposes to be allocated 99% to the Unitholders and
1% to the General Partner.

Advertising Costs

The Partnership expenses the cost of advertising as incurred. Advertising
expense, which is included in operating expenses, was approximately $58,000 and
$51,000 for the years ended December 31, 1998 and 1997, respectively.

Units of Depositary Receipt

The Corporate Limited Partner, an affiliate of the General Partner, serves as a
depositary of the Units. The Units represent economic rights attributable to
the limited partnership interests in the Partnership and entitle the Unitholders
to certain economic benefits, allocations and distributions of the Partnership.
For this reason, Partners' (deficit) capital is herein represented as an
interest of the Unitholder.

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.

Segment Reporting

In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting 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 L" for required
disclosures).

Reclassifications

Certain reclassifications have been made to the 1997 balances to conform to the
1998 presentation.

NOTE B - TRANSFER OF CONTROL

Pursuant to a series of transactions which closed on October 1, 1998 and
February 26, 1999, Insignia and IPT merged into AIMCO, 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 IPT, the sole shareholder of 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.

NOTE C - 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 of the partnership
activities, as provided for in the partnership agreement. The Partnership
Agreement provides for certain payments to affiliates for services and as
reimbursements of certain expenses incurred by affiliates on behalf of the
Partnership. The following transactions with the General Partner and its
affiliates were charged to expense in 1998 and 1997:

1998 1997

(in thousands)

Partnership management fees (included in

general and administrative expense) $ 91 $ 98

Property management fees (included

in operating expenses) 110 108

Reimbursement for services of affiliates

(included in operating and general and

administrative expenses, and investment

properties) (1) 111 125

(1) Included in "Reimbursements for services of affiliates" for the years ended
December 31, 1998 and 1997, is approximately $17,000 and $31,000,
respectively, in reimbursements for construction oversight costs.

The Partnership Agreement provides that the Partnership shall pay in monthly
installments to the General Partner, or an affiliate, a yearly asset management
fee equal to: (i) 3/8 of 1% of the original principal balance of mortgage loans
outstanding at the end of the month preceding the installment payment; (ii) 1/8
of 1% of the market value of guaranteed mortgage-backed securities as of the end
of the Partnership quarter immediately preceding the installment payment; and
(iii) 5/8 of 1% of the purchase price of the properties plus improvements for
managing the Partnership's assets. In the event the property was not owned at
the beginning or end of the year, such fee shall be pro-rated for the short-year
period of ownership. Under this provision, fees of approximately $91,000 and
$98,000 were paid to the General Partner and its affiliates for the years ended
December 31, 1998 and 1997, respectively, and are included in general and
administrative expenses.

During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from the Partnership's
residential property for providing property management services. The
Partnership paid to such affiliates approximately $50,000 and $47,000 for the
years ended December 31, 1998 and 1997, respectively. For the years ended
December 31, 1998 and 1997, affiliates of the General Partner were entitled to
receive varying percentages of gross receipts from the Partnership's Florida #11
Mini-Warehouse commercial property (1997 includes amounts related to the sold
Lauderhill commercial property) for providing property management services. The
Partnership paid to such affiliates approximately $45,000 and $50,000 for the
years ended December 31, 1998 and 1997, respectively. For the nine months ended
September 30, 1998 and the year ended December 31, 1997, affiliates of the
General Partner were entitled to receive varying percentages of gross receipts
from the Partnership's Phoenix Business Campus commercial property for providing
property management services. The Partnership paid to such affiliates
approximately $15,000 and $11,000 for the nine months ended September 30, 1998
and the year ended December 31, 1997. Effective October 1, 1998 (the effective
date of the Insignia Merger) these services for the Phoenix Business Campus
commercial property were provided by an unrelated party.

An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $111,000 and $125,000 for the
years ended December 31, 1998 and 1997, respectively.

During 1997, the Partnership paid, to an affiliate of the General Partner,
approximately $25,000 in reimbursements relating to the sale of the Florida #6
Mini-Warehouse.

The Partnership paid leasing commissions of approximately $80,000 and $45,000
during the years ended December 31, 1998 and 1997, respectively, to an affiliate
of the General Partner. Leasing commissions are capitalized and amortized over
the lives of the respective leases. Unamortized leasing commissions are
included in other assets.

For the period 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 received payment on these
obligations from the agent. The amount of the Partnership's insurance premiums
that accrued to the benefit of the affiliate of the General Partner by virtue of
the agent's obligations was not significant.

On December 19, 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 39,000 units of the outstanding units of
limited partnership interest in the Partnership, at $68.00 per Unit, net to the
seller in cash. During February 1998, the tender offer was completed and the
Purchaser acquired 13,985.5 units of limited partnership interest in the
Partnership.

NOTE D - COMMITMENT

The Partnership is required by the Partnership Agreement to maintain working
capital for contingencies of not less than 5% of Net Invested Capital as defined
in the Partnership Agreement. In the event expenditures are made from these
reserves, operating revenues shall be allocated to such reserves to the extent
necessary to maintain the foregoing level. Reserves, including cash and cash
equivalents and tenant security deposits totaling approximately $1,811,000 at
December 31, 1998, exceeded the Partnership's reserve requirement of
approximately $1,338,500.

NOTE E - DISTRIBUTIONS

In March 1998, the Partnership paid a distribution attributable to cash flow
from operations of approximately $1,000,000. In September 1997, the Partnership
paid distributions attributable to sales proceeds from the sale of the Florida
#6 Mini-Warehouse (See "Note I") of approximately $1,000,000.

NOTE F - MORTGAGE NOTE PAYABLE

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

Principal Monthly Principal

Balance At Payment Stated Balance

December 31, Including Interest Maturity Due At

Property 1997 Interest Rate Date Maturity

(in thousands) (in thousands)

Cedar Brooke Apartments

1st mortgage $2,325 $ 14(a) 7.33% 11/03 $2,325

(a) Interest-only payment.

The mortgage note requires a prepayment penalty if repaid prior to the maturity
date. Further, the property may not be sold subject to existing indebtedness.
In connection with the 1996 refinancing of this debt, approximately $11,000 in
additional loan costs were paid during the year ended December 31, 1997.

NOTE G - OPERATING LEASES

Lessor

Tenants of Phoenix Business Campus are responsible for their own utilities and
maintenance of their space, and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes. Real estate
taxes, insurance, and common area maintenance expenses are paid directly by the
Partnership. The Partnership is then reimbursed by the tenants for their
proportionate share.

The future minimum rental payments at the Partnership's commercial property to
be received under operating leases that have initial or remaining noncancellable
lease terms in excess of one year as of December 31, 1998, are as follows (in
thousands):

1999 $ 552

2000 569

2001 475

2002 331

2003 244

$2,171

NOTE H - REAL ESTATE AND ACCUMULATED DEPRECIATION

Initial Cost

To Partnership

(in thousands)

Net Cost

Buildings Capitalized

and Related (Written Down)

Personal Subsequent to

Description Encumbrances Land Property Acquisition

(in thousands) (in thousands)

Cedar Brooke Apartments $ 2,325 $ 275 $ 4,040 $ 122

Florida #11

Mini-Warehouse -- 979 1,741 31

Phoenix Business Campus -- 496 6,148 (112)

Totals $ 2,325 $ 1,750 $11,929 $ 41

Gross Amount At Which Carried

At December 31, 1998

(in thousands)

Buildings

And

Personal Accumulated Date Depreciable

Description Land Property Total Depreciation Acquired Life-Years

(in thousands)

Cedar Brooke Apartments $ 213 $ 4,224 $ 4,437 $2,749 02/27/87 5-19

Florida #11 Mini-Warehouse 979 1,772 2,751 739 10/15/90 5-20

Phoenix Business Campus 379 6,153 6,532 3,121 08/26/86 5-28

Totals $1,571 $12,149 $13,720 $6,609

</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

Years Ended December 31,

1998 1997

(in thousands)

Real Estate

Balance at beginning of year $13,092 $12,683

Property improvements 837 409

Property dispositions (209) --

Balance at End of Year $13,720 $13,092

Accumulated Depreciation

Balance at beginning of year $ 6,193 $ 5,691

Additions charged to expense 537 502

Property dispositions (121) --

Balance at end of year $ 6,609 $ 6,193

The aggregate cost of the Partnership's investment properties for Federal income
tax purposes at December 31, 1998 and 1997, respectively, is approximately
$14,463,000 and $13,934,000. The accumulated depreciation taken for Federal
income tax purposes at December 31, 1998 and 1997, respectively, is
approximately $6,928,000 and $6,305,000.

NOTE I - SALE OF INVESTMENT PROPERTY

In May 1997, the Partnership sold its one-third undivided interest in the
Florida #6 Mini-Warehouse, located in Lauderhill, Florida, to an unaffiliated
party. The Partnership's share of the net proceeds was approximately
$1,287,000, after payment of closing costs, and the Partnership realized a gain
of approximately $437,000 on the sale.

The sales transaction is summarized as follows (amounts in thousands):

Cash proceeds received $1,287
Net real estate (1) (850)
Gain on sale of investment property $ 437

(1) Real estate at cost, net of accumulated depreciation of approximately
$243,000.

NOTE J - CASUALTY GAIN

In the fourth quarter of 1997, there was a fire at Cedar Brooke Apartments that
caused extensive damage to the clubhouse. Insurance proceeds of approximately
$293,000 were received in 1998 and reconstruction of the clubhouse was
completed. The Partnership recorded a casualty gain of approximately $205,000 as
a result of the proceeds received less the write-off of the undepreciated
balance of the assets destroyed in the fire.

NOTE K - 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 $ 639 $ 541
Add (deduct):
Depreciation differences (86) (110)
Unearned income (7) (44)
Allowance for bad debt (22) (95)
Other 51 3
Casualty gain (220) --
Gain on sale of property -- (85)
Accruals and prepaids 23 21

Federal taxable income $ 378 $ 231

Federal taxable income per
Unit of Depositary Receipt $ 2.91 $ 1.78

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities (in thousands):

Net assets as reported $ 7,135
Land and buildings 743
Accumulated depreciation (319)
Syndication and distribution costs 3,825
Other 96
Net assets - Federal tax basis $11,480

NOTE L - SEGMENT INFORMATION

Description of the types of products and services from which the reportable
segments derive their revenues: As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has two
reportable segments: residential properties and commercial properties. The
Partnership's residential property segment consists of one apartment complex
located in Independence, Missouri. The Partnership rents apartment units to
people for terms that are typically twelve months or less. The commercial
property segment consists of an office building located in Atlanta, Georgia, and
a self-storage mini-warehouse located in Davie, Florida. The office building
leases space to a mortgage lender, construction company, travel agency, computer
software company and various other businesses at terms ranging from 12 months to
5 years. The self-storage mini-warehouse leases its space to individual and
commercial customers 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 segments are the
same as those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segments: The
Partnership's reportable segments consist of investment properties that offer
different products and services. The reportable segments are each managed
separately because they provide distinct services with different types of
products and customers.

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

1998 Residential Commercial Other Totals

Rental income $ 960 $ 1,291 $ -- $ 2,251
Other income 54 85 81 220
Interest expense 185 -- -- 185
Depreciation 170 367 -- 537
General and administrative expense -- -- 265 265
Casualty gain 205 -- -- 205
Segment profit (loss) 344 479 (184) 639
Total assets 2,159 6,510 1,024 9,693
Capital expenditures for
investment properties 488 349 -- 837

1997 Residential Commercial Other Totals

Rental income $ 892 $ 1,139 $ -- $ 2,031
Other income 57 43 119 219
Interest expense 184 -- -- 184
Depreciation 172 330 -- 502
General and administrative expense -- -- 238 238
Gain on sale of investment
property -- 437 -- 437
Segment (loss) profit (78) 738 (119) 541
Total assets 1,890 6,159 2,279 10,328
Capital expenditures for
investment properties 114 295 -- 409

NOTE M - LEGAL PROCEEDINGS

In March 1998, the Managing General Partner was named in a legal action entitled
Rosalie Nuanes, et al. v. Insignia Financial Group, Inc., et al. in the Superior
Court of the State of California for the County of San Mateo. The plaintiffs
named as defendants, among others, the General Partner and several of their
affiliated partnerships and corporate entities. The complaint purports to
assert claims on behalf of a class of limited partners and derivatively on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging the acquisition by Insignia Financial
Group, Inc. ("Insignia") and entities which were, at the time, affiliates of
Insignia ("Insignia Affiliates") of interests in certain general partner
entities, past tender offers by Insignia Affiliates to acquire limited
partnership units, the management of partnerships by Insignia Affiliates as well
as a recently announced agreement between Insignia and Apartment Investment and
Management Company. The complaint seeks monetary damages and equitable relief,
including judicial dissolution of the Partnership. On June 25, 1998, the
General Partner filed a motion seeking dismissal of the action. In lieu of
responding to the motion, plaintiffs have recently filed an amended complaint.
The General Partner filed demurrers to the amended complaint which were heard
during February 1999. No ruling on such demurrers have been received. The
General Partner does not anticipate that costs associated with this case, if
any, will be material to the Partnership's overall operations.

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

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

None.

PART III

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

Johnstown/Consolidated Income Partners (the "Partnership" or the "Registrant")
has no officers or directors. Concap Equities, Inc. ("CEI" or the "General
Partner") manages and controls the Registrant and has general responsibility and
authority in all matters affecting its business.

The name of the directors and executive officers of the General Partner their
ages and the nature of all positions with CEI presently held by them are set
forth below. There are no family relationships between or among any officers and
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 compensation was paid or payable by the Partnership to directors or officers
for the years ended December 31, 1998 and 1997, nor was any direct compensation
paid or payable by the Partnership to directors or officers of the General
Partner for the years ended December 31, 1998 and 1997.

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 was known to CEI 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 LP (1) 11,960.0 9.285%
Madison River Properties LLC (1) 14,061.5 10.916%
AIMCO Properties LP (2) 4,038.0 3.135%

(1) Entity is indirectly ultimately owned by AIMCO. Its business address is 55
Beattie Place, Greenville, SC 29601.

(2) Entity is directly owned by AIMCO. Its business address is 1873 Bellaire
Street, 17th floor, Denver, CO 80222.

(b) Beneficial Owners of Management

Except as noted below, neither CEI nor any of the directors or officers or
associates of CEI own any Units of the Partnership of record or beneficially.

Beneficial Owners of CEI

As of December 1998, the following persons were known to CEI to be the
beneficial owners of more than 5 percent (5%) of its common stock:

NUMBER OF PERCENT
NAME AND ADDRESS CEI SHARES OF TOTAL

Insignia Properties Trust 100,000 100%
55 Beattie Place
Greenville, SC 29601

Insignia Properties Trust is an affiliate of Insignia. (See "Item 1")

On October 1, 1998, Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange. As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the General Partner. AIMCO and its affiliates
currently own approximately 23.336% of the limited partnership interests in the
Partnership. AIMCO is presently considering whether it will engage in an
exchange offer for additional limited partnership interests in the Partnership.
There is a substantial likelihood that, within a short period of time, AIMCO OP
will offer to acquire limited partnership interests in the Partnership for cash
or preferred units or common units of limited partnership interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

1998 1997

(in thousands)

Partnership management fees $ 91 $ 98

Property management fees 110 108

Reimbursement for services of affiliates (1) 111 125

During 1997, the Partnership paid, to an affiliate of the General Partner,
approximately $25,000 in reimbursements relating to the sale of the Florida #6
Mini-Warehouse.

ITEM 13. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) Exhibits:

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

See Exhibit Index contained herein for listing of exhibits.

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

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

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS

By: CONCAP EQUITIES, INC.
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 30, 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 Executive Vice President Date: March 30, 1999
Patrick J. Foye and Director

/s/ Timothy R. Garrick Vice President - Accounting Date: March 30, 1999
Timothy R. Garrick and Director

INDEX OF EXHIBITS

EXHIBIT NO. DOCUMENT DESCRIPTION

2.1 Agreement and Plan of Merger, dated as of October 1, 1998, by and
between AIMCO and IPT; incorporated by reference to the Registrant's
Current Report on Form 8-K dated October 1, 1998.

3 Certificates of Limited Partnership, as amended to date
(Incorporated by reference to the Annual Report on Form 10-K for the
year ended December 31, 1991)

10.1 Property Management Agreement No. 114 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).

10.2 Property Management Agreement No. 309 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 Bill of Sale and Assignment dated October 23, 1990, by and between
CCEC and ConCap Services Company (Incorporated by reference to the
Quarterly Report on Form 10-Q for the quarter ended September 30,
1990).

10.4 Assignment and Assumption dated 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).

10.5 Assignment and Agreement as to Certain 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).

10.6 Assignment and Assumption Agreement dated October 23, 1990, by and
between CCMLP and The Hayman Company (100 Series of Property
Management Contracts) (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 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).

10.8 Property Management Agreement No. 121 dated October 1, 1991, by and
between the Partnership, Johnstown/Consolidated Income Partners/2
("JCIP/2") and CCMLP (Incorporated by reference to the Annual Report
on Form 10-K for the year ended December 31, 1991).

10.9 Property Management Agreement No. 122 dated October 1, 1991, by and
between the Partnership and CCMLP (Incorporated by reference to the
Annual Report on Form 10-K for the year ended December 31, 1991).

10.10 Assignment and Assumption Agreement dated October 1, 1991, by and
between CCMLP and The Hayman Company (Property Management
Agreements No. 121 and 122) (Incorporated by reference to the Annual
Report on Form 10-K for the year ended December 31, 1991).

10.11 Assignment and Agreement as to Certain Property Management Services
dated October 1, 1991, by and between CCMLP and ConCap Capital
Company (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 September 1, 1991, by and
between the Partnership, and JCIP Associates, Ltd. (Incorporated by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1991).

10.13 Construction Management Cost Reimbursement 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 Agreement dated January
1, 1991, by and between the Partnership and The Hayman Company (the
"Hayman Construction Management Agreement") (Incorporated by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1991).

10.15 Assignment and Assumption Agreement dated September 1, 1991, by and
between the Partnership, and JCIP Associates, Ltd. (Hayman
Construction Management Agreement) (Incorporated by reference to
the Annual Report on Form 10-K for the year ended December 31,
1991).

10.16 Construction Management Cost Reimbursement Agreement dated October
1, 1991, by and between the Partnership and The Hayman Company
(Incorporated by reference to the Annual Report on Form 10-K for
the year ended December 31, 1991).

10.17 Construction Management Cost Reimbursement Agreement dated October
1, 1991, by and between the Partnership, Johnstown/Consolidated
Income Partners/2 and The Hayman Company (Incorporated by reference
to the Annual Report on Form 10-K for the year ended December 31,
1991).

10.18 Investor Services Agreement 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).

10.19 Assignment and Assumption Agreement (Investor 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).

10.20 Letter of Notice dated December 20, 1991, from 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).

10.21 Financial Services Agreement 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).

10.22 Financial Services Agreement 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).

10.23 Letter of Notice dated December 20, 1991, from 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).

10.24 Property Management Agreement No. 502 dated February 16, 1993, by
and between the Partnership and Coventry Properties, Inc.
(Incorporated by reference to the Annual Report on Form 10-K for the
year ended December 31, 1992).

10.25 Property Management Agreement No. 516 dated June 1, 1993, by and
between the Partnership and Coventry Properties, Inc.

10.26 Property Management Agreement No. 517 dated June 1, 1993, by and
between the Partnership and Coventry Properties, Inc.

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

10.28 Assignment and Agreement as to Certain Property Management Services
dated November 17, 1993, by and between Coventry Properties, Inc.
and Partnership Services, Inc.

10.29 Stock and Asset Purchase Agreement, dated December 8, 1994 (the
"Gordon Agreement"), among MAE-ICC, Inc.("MAE-ICC"), Gordon Realty
Inc. ("Gordon"), GII Realty, Inc. ("GII Realty"), and certain other
parties. Incorporate by reference to Form 8-K dated December 8,
1994)

10.30 Exercise of the Option (as defined in the Gordon Agreement), dated
December 8, 1994, between MAE-ICC and Gordon. (Incorporated by
reference to Form 8-K dated December 8, 1994)

10.31 Exercise of the remaining portion of the option (as defined in the
Gordon Agreement), dated December 8, 1994, between MAE-ICC and
Gordon. (Incorporated by reference to Form 8-K dated October 24,
1995).

10.32 Multifamily Note dated November 1, 1996, between
Johnstown/Consolidated Income Partners, a California limited
partnership, and Lehman Brokers Holdings Inc.d/b/a Lehman Capital, A
Division of Lehman Brothers Holdings, Inc. (Incorporated by
reference to the annual report on Form 10-K for the year ended
December 31, 1996)

10.33 Agreement for Purchase and Sale of Existing Facilities dated March
19, 1997, executed by and between Johnstown/Consolidated Income
Partners and Johnstown/Consolidated Income Partners/2, each a
California limited partnership and Shurgard Storage Centers, Inc., a
Delaware corporation, covering certain real property situated in
Broward County, Florida (the "Property").

10.34 Special Warranty Deed dated May 8, 1997, executed by
Johnstown/Consolidated Income Partners and Johnstown/Consolidated
Income Partners/2, each a California limited partnership in favor of
Shurgard Storage Center, Inc., a Delaware corporation.

10.35 Assignment of Rental Agreements dated May 8, 1997, executed by
Johnstown/Consolidated Income Partners and Johnstown/Consolidated
Income Partners/2, each a California limited partnership and
Shurgard Storage Center, Inc., a Delaware corporation.

11 Statement regarding computations of Net Income per Limited
Partnership Unit (Incorporated by reference to Note 1 of Item 8 -
Financial Statements of this Form 10-K).

16.1 Letter, dated August 12, 1992, from Ernst & Young to the Securities
and Exchange Commission regarding change in certifying accountant.
(Incorporated by reference to Form 8-K dated August 6, 1992).

16.2 Letter dated May 9, 1995 from the Registrant's former independent
accountant regarding its concurrence with the statements made by the
Registrant regarding a change in the certifying accountant.
(Incorporated by reference to Form 8-K dated May 3, 1995)

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Johnstown/Consolidated Income Partners 1998 Year-End 10-KSB and is qualified in
its entirety by reference to such 10-KSB filing.
</LEGEND>
<CIK> 0000787621
<NAME> Johnstown/Consolidated Income Partners
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 1,754
<SECURITIES> 0
<RECEIVABLES> 178
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0<F1>
<PP&E> 13,720
<DEPRECIATION> (6,609)
<TOTAL-ASSETS> 9,693
<CURRENT-LIABILITIES> 0<F1>
<BONDS> 2,325
0
0
<COMMON> 0
<OTHER-SE> 7,135
<TOTAL-LIABILITY-AND-EQUITY> 9,693
<SALES> 0
<TOTAL-REVENUES> 2,676
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,037
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 185
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
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<NET-INCOME> 639
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<FN>
<F1>Registrant has an unclassified balance sheet.
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</TABLE>