JOHNSTOWN CONSOLIDATED INCOME PARTNERS 2, PRE 14A, 1996-05-23

JOHNSTOWN CONSOLIDATED INCOME PARTNERS 2
PRE 14A, 1996-05-23
REAL ESTATE

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JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

One Insignia Financial Plaza
Post Office Box 2347
Greenville, South Carolina 29602
(864) 239-1000

CONSENT SOLICITATION STATEMENT

MAY 22, 1996

INTRODUCTION

General

This consent solicitation ("Consent Solicitation") is furnished in
connection with the solicitation of consents by ConCap Equities, Inc., a
Delaware corporation ("General Partner" or "CEI"), the General Partner of
Johnstown/Consolidated Income Partners/2, a California limited partnership (the
"Partnership"), to grant the General Partner the authority to sell all or
substantially all the assets of the Partnership (the "Partnership Assets") to an
entity or entities not affiliated with the General Partner or the Partnership.
If such a sale were to occur, it would consequently bring about the liquidation
of the Partnership. This Consent Solicitation and enclosed consent form
("Consent") are first being mailed to unitholders ("Unitholders") on or about
May , 1996. Please complete, date and sign the enclosed Consent and return
it to Johnstown/Consolidated Income Partners/2 Proxy Returns, P.O. Box 2347,
Greenville, South Carolina 29602, in the enclosed envelope. The Consent
Solicitation and Consent will expire on the earlier of (i) the Consent Effective
Date (as defined herein) and (ii) midnight on July , 1996 (the "Expiration
Date"), unless the General Partner elects to extend the Expiration Date for a
period of up to an additional sixty (60) days.

This Consent Solicitation is not being made to, and Consents will
not be accepted from, Unitholders in any jurisdiction in which the Consent
Solicitations would violate blue sky or securities laws of such jurisdiction.

Under the California Revised Limited Partnership Act, unless the
partnership agreement provides otherwise, limited partners have the right to
vote on certain matters, and action may be taken by the General Partner only
after the affirmative vote of a majority in interest of the limited partners.
Under the Fourth Amended and Restated Certificate and Agreement of
Johnstown/Consolidated Income Partners/2 (the "Partnership Agreement"), it is
unclear whether the General Partner has the authority to sell all or
substantially all of the Partnership Assets without first seeking the vote of
the limited partners. See "Discussion of the Partnership Agreement." The
General Partner believes the sale of substantially all of the Partnership Assets
at a price of not less than Two Million Dollars ($2,000,000), if a binding
contract can be entered into on or before December 31, 1996, would be in the
Unitholders' best interest. The General Partner further believes that having to
seek limited partners' approval of a sale of the Partnership's Assets after a
buyer is located would adversely impact the General Partner's ability to
effectuate a sale on favorable terms and conditions. See "REASONS FOR THE
CONSENT SOLICITATION." A consequence of the closing of such a sale would be the
dissolution and termination of the Partnership. See "Dissolution Following
Authorized Sale."

The Proposal

Unitholders' consent is sought to amend the Partnership Agreement to
authorize the General Partner to sell all or substantially all of the
Partnership Assets to a person or persons not affiliated with the General
Partner or the Partnership, pursuant to a binding agreement to be entered into
on or before December 31, 1996, at a price of not less than Two Million Dollars
($2,000,000) (the "Amendment"). The Partnership Assets are a 2/3rds undivided
interest in Florida #6 Mini Warehouse - Lauderhill, Florida (the "Property").
The General Partner is not authorized to sell all or substantially all of the
Partnership Assets to any buyer affiliated with the Partnership or the General
Partner. The full text of the Amendment is set forth herein.

Record Date

The General Partner has fixed 5:00 P.M. (Greenville, South Carolina
time) on May 1, 1996, as the record date ("Record Date") for determining those
Unitholders entitled to notice of and to vote the interests in the Partnership
(the "Limited Partnership Interests") with respect to matters set forth herein.
The General Partner anticipates that there will be 67,814 units (the "Units") of
Limited Partnership Interests outstanding and entitled to vote on the Amendment.

Approval of an Authorized Sale

Unitholders should note that subsequent to the Amendment, the
Unitholders will have no opportunity to evaluate the terms of any purchase
offers for the Partnership Assets. See "Certain Considerations." As stated
above, upon approval, the General Partner shall, consistent with obtaining the
fair value of the Partnership Assets, take full account of the Partnership
Assets, seek potential purchasers, and distribute the proceeds or assets as
promptly as practicable.

Procedure for Consenting to the Amendment

The Amendment will be approved (the "Consent Effective Date") when
properly completed, unrevoked consents with respect to such sale are signed by
holders of record on the Record Date of at least a majority of the Units then
outstanding (the "Majority Vote") and such consents are delivered to the
Partnership, provided the requisite consents are so delivered by the Expiration
Date. If the Amendment is adopted, the proposed amendment to the Partnership
Agreement set forth above will be effective and will apply prospectively from
and after the date of approval of such proposal by the Limited Partners.

Each Unit shall be entitled to one vote with respect to the proposed
Amendment. If a Unitholder specifies a choice with respect to the matter
identified on the form of Consent, the Consent will be given in accordance with
the specification so made. If a Unitholder executes a Consent but has failed to
check a box marked "CONSENT" or "WITHHOLD CONSENT," such Unitholder will be
deemed to have consented to the Amendment. If a Unitholder votes to "WITHHOLD
CONSENT" or does not return the Consent, then such associated Unit or Units will
not count towards satisfying the Majority Vote requirement.

Revocation of Consent

Unitholders are hereby advised that the delivery of a subsequently
executed Consent will revoke all previously executed Consents. Hence,
Unitholders may revoke their Consent at any time prior to the Consent Effective
Date. After the Consent Effective Date, no revocations can be made.

Any Unitholder who desires to revoke a previously executed Consent
may do so by furnishing the General Partner with a later dated Consent or letter
or other written notice stating such Unitholder's name and that such Unitholder
wishes to revoke a previously executed Consent. Such revocations will be deemed
effective on the date of receipt by Johnstown/Consolidated Income Partners/2
Proxy Returns at the following address: P.O. Box 2347, Greenville, South
Carolina 29602.

Consent Solicitation Expenses

The Partnership has retained Beacon Hill Partners Inc. to assist in
contacting the Unitholders at a fee of approximately Two Thousand Dollars
($2,000), plus expenses. In addition, certain officers, representatives and
regular employees of the General Partner may also contact the Unitholders by
telephone or facsimile or in person. The Partnership will reimburse brokers and
other custodians or nominees for their reasonable expenses incurred in
forwarding solicitation materials to beneficial owners of the Units. The entire
cost of this solicitation will be borne by the Partnership.

Expenses of Sale

If the Partnership sells the Partnership Assets (its undivided
2/3rds interest in the Property), rather than selling the Property in
conjunction with Johnstown/Consolidated Income Partners (the owners of the other
1/3rd interest in the Property), the Partnership shall bear all expenses
incurred in connection with the sale. The General Partner believes that a
higher price and a better return to the Limited Partners can be obtained if the
Property is sold as one unit, rather than selling the Partnership Assets
separately. If the Partnership and Johnstown/Consolidated Income Partners work
together to sell the Property, the Partnership will divide the expenses incurred
in connection with the sale with Johnstown/Consolidated Income Partners. The
expenses will be divided on a percentage of ownership basis with the Partnership
paying 2/3rds and Johnstown/Consolidated Income Partners paying the other 1/3.
This arrangement is dictated by an agreement executed between the partnerships
in 1991, when the partnerships foreclosed on the mortgage on the Property.

DISCUSSION OF THE PARTNERSHIP AGREEMENT

The relevant provisions of the Partnership Agreement are as follows:

Section 2.04, Powers and Duties of the Limited Partners and Unitholders,
provides as follows:

Neither the Limited Partners nor the Unitholders shall have any right to
vote on or approve (i) transactions in which the General Partner has an
actual or potential conflict of interest; (ii) the sale, exchange,
financing, refinancing, or other disposition of Assets; or (iii) any other
matter not specifically provided for in this Agreement.

Section 9.01, Dissolving Events, provides as follows:

The Partnership shall be liquidated and dissolved in the manner
hereinafter provided upon the happening of any of the following events
(referred to herein as "Dissolving Events"):

(a) the sale or other disposition and the conversion to cash
of all or substantially all of the Assets of the Partnership;
. . .

Section 2.02(b), General Restrictions on the Powers of the General Partner,
provides:

. . . Unless the prior consent of the Limited Partners holding a
majority of the Limited Partner Interests of the Partnership is
obtained, the General Partner shall be prohibited from: . . .

(D) selling substantially all of the Partnership's Assets in
a single sale or in multiple sales in the same 12-month
period, except in the orderly liquidation and winding up of
the business of the Partnership upon its termination and
dissolution;

(E) dissolving the Partnership, except as provided in
Section 2.01(e); . . . [Section 2.01(e) is not applicable
here]

As noted above, Sections 2.02(b)(D) and 2.04 give the General
Partner the power to sell Partnership Assets but Section 2.02(b)(E) does not
give the General Partner the power to dissolve the Partnership except as
provided in Section 2.02(e), which does not apply here. Consequently, it is
unclear whether the General Partner has the authority, without the approval of
the limited partners, to sell the Assets of the Partnership, if such sale would
result in the dissolution of the Partnership. The Amendment will give the
General Partner the authority to enter into a binding agreement to sell, at any
time prior to December 31, 1996, the Partnership Assets for a price of not less
than Two Million Dollars ($2,000,000), and, thereafter, dissolve the
Partnership.

DESCRIPTION OF THE PROPOSED AMENDMENT

THE GENERAL PARTNER BELIEVES THAT THE PROPOSED AMENDMENT IS IN THE BEST INTEREST
OF THE UNITHOLDERS AND THAT THE UNITHOLDERS SHOULD VOTE TO "CONSENT" TO THE
AMENDMENT.

The following sets forth the text of the proposed amendment to the
Partnership Agreement, showing the changes (additions are indicated by text
in quotation marks; deletions are indicated by text in all caps):

2.01 Rights and Powers of the General Partner

"(h) Sale of Substantially All of the Partnership Assets. The General
Partner may act to sell all or substantially all of the Assets of the
Partnership without the prior consent of the Limited Partners holding a
majority of the Limited Partner Interests if the General Partner has an
executed contract of sale with a buyer by December 31, 1996, provided the
offer to purchase the Assets is for at least Two Million Dollars
($2,000,000), and the buyer is not affiliated with the Partnership or the
General Partner."

2.02 General Limitations

(b) General Restrictions on the Powers of the General Partner. The
General Partner shall not cause the Partnership to: (i) reinvest any
Distributable Cash from Operations; (ii) operate the Partnership in such a
manner as to have the Partnership classified as an "investment company"
for purposes of the Investment Company Act of 1940; (iii) grant the
Sponsor or an Affiliate an exclusive right to sell or exclusive employment
to sell Assets for the Partnership; (iv) cause the Partnership to enter
into any agreements with the General Partner or its Affiliates that shall
not be subject to termination without penalty by either party upon not
more than sixty (60) days' written notice, except for the Depository
Agreement or any joint-venture agreement with an Affiliate; (v) invest in
securities of other issuers for investment or for the purpose of
exercising control unless it acquires all of such securities in order to
facilitate the acquisition of real property or, unless the securities are
limited partnership interests described in Section 2.02(e); (vi)
underwrite securities of other issuers; (vii) issue senior securities;
(viii) engage in the purchase and sale (or turnover) of investments (ix)
acquire Assets in exchange for Units or Interests. Neither the General
Partner nor the Sponsor may receive a rebate, give-up, or similar payment
or enter into any reciprocal business arrangement that would circumvent
the restrictions against dealing with Affiliates or Sponsors contained in
the Agreement. Unless the prior consent of Limited Partners holding a
majority of Limited Partner Interests of the Partnership is obtained, the

General Partner shall be prohibited from:

(A) amending this Agreement, except as otherwise provided in
Article XVI;

(B) withdrawing or retiring from its position as General
Partner except as otherwise provided in Section 8.02;

(D) SELLING SUBSTANTIALLY ALL OF THE PARTNERSHIP'S ASSETS IN
A SINGLE SALE OR IN MULTIPLE SALES IN THE SAME 12-MONTH
PERIOD, EXCEPT IN THE ORDERLY LIQUIDATION AND WINDING UP
OF THE BUSINESS OF THE PARTNERSHIP UPON ITS TERMINATION
AND DISSOLUTION;

(D) Reserved;

(E) DISSOLVING THE PARTNERSHIP, EXCEPT AS EXCEPT AS PROVIDED
IN SECTION 2.01(E);

(E) Reserved;

(F) executing or delivering any assignment for the benefit
of the creditors or the Partnership; or

(G) releasing, assigning, or transferring a Partnership
claim, security, commodity, or any other Assets of the
Partnership without full and adequate consideration.

REASONS FOR THE CONSENT SOLICITATION

Background and Reasons for the Amendment

The Partnership was organized as a limited partnership to invest in
mortgage loans originated or purchased by the Partnership and to acquire, own,
operate and ultimately dispose of income-producing real properties for the
benefit of its Unitholders. The Partnership concluded its investment activities
by acquiring a 2/3 undivided interest in a mortgage on a mini-warehouse located
in Lauderhill, Florida and a real estate acquisition, development and
construction lending arrangement which was subsequently repaid in 1989. In
September 1991, the Partnership was forced to foreclose the mortgage on the
Partnership's sole asset, the 2/3 undivided interest in the mini-warehouse.
Since the interest in the Property is the only asset of the Partnership, the
General Partner seeks to maximize the return on the investment of the
Unitholders by selling the Partnership Assets and distributing the proceeds to
the Unitholders. The General Partner is also the General Partner of
Johnstown/Income Consolidated Partners, a California limited partnership which
owns the other 1/3 undivided interest in the Property.

The General Partner believes that the return on investment to the
Unitholders would be maximized by the sale of the 2/3 undivided interest in the
Property and the subsequent liquidation and distribution of the proceeds thereof
to the Unitholders. The General Partner has concluded the Partnership Assets
should be sold if a desirable price can be achieved. The General Partner has
concluded that the sale and subsequent liquidation are in the best interest of
the Unitholders for each of the following reasons taken together and without
specifically placing any greater or lesser importance on any of them: (1) the
Partnership has held an interest in the Property for longer than anticipated;
(2) the General Partner has determined that an analysis of the Property
indicates that a longer holding period will not necessarily result in a
significant increase in market value; (3) the General Partner believes that a
fair value can currently be achieved for the Partnership Assets; (4) the
Partnership may need to expend capital to maintain the Property in the next few
years; (5) operating expenses of the Property and the Partnership are
significant in relation to the value of the Partnership Assets; (6) the expenses
of maintaining and operating a public partnership when the partnership owns only
one asset do not allow for any economies of scale; (7) the evolution of the
Partnership has been such that the General Partner believes that it is in the
best interests of the Unitholders to sell the Partnership Assets and liquidate
the Partnership; and (8) specific factors as set forth below.

As more fully described below, as of the date hereof, the
Partnership owned and operated only this one investment property.

Florida #6 Mini Warehouse - Lauderhill, Florida. This mini-
warehouse is located on approximately 4.01 acres of land and contains
approximately 61,039 square feet of leasable space, with 43,315 square feet
being non-air conditioned and 17,724 being air conditioned. The facility
contains 751 self storage units, located in 7 one-story buildings and 1 three-
story building. In 1995, the average occupancy was 90%. The self storage units
are rented on a short-term basis, typically month to month.

Occupancy Rates and Average Leasing Income. The following table
summarizes the occupancy rate and average rental income per square foot for the
#6 Florida Mini Warehouse (the "Property") for each of the last five (5) fiscal
years.

<TABLE>

<S> <C> <C>
AVERAGE RENTAL
YEAR OCCUPANCY RATE INCOME PER SQ. FT

1995 . . . . . . . . . . . . . . . . 90% . . . . . . . . . . . . . . $ 10.44

1994 . . . . . . . . . . . . . . . . 97% . . . . . . . . . . . . . . . $ 9.77

1993 . . . . . . . . . . . . . . . . 95% . . . . . . . . . . . . . . $ 6.80*

1992 . . . . . . . . . . . . . . . . 99% . . . . . . . . . . . . . . . $ 9.79

1991 . . . . . . . . . . . . . . . . 90% . . . . . . . . . . . . . . . $ 9.72

* Hurricane Year.

</TABLE>

Principal Tenants. Currently there are no tenants occupying 10% or
more of the leasable square footage of the Property.

The principal business carried on at the Property is the rental of
individual storage spaces to consumers who lease the space on a short-term
basis, in almost all instances month to month.

In summary, because the Partnership never intended to own and
operate the Property, and because the general and specific reasons state above,
the General Partner believes that it is in the best interest of the Partnership
and its Partners to pursue the sale of its interest in the Property and to
subsequently dissolve the Partnership.

As of March 31, 1996, the Partnership had approximately Four Hundred
Ninety-Five Thousand Dollars ($495,000) in cash. These funds are being
accumulated to provide sufficient funds to cover any capital improvements and/or
operating expenses which may arise at the Partnership's property. Attached
hereto as Exhibit "A" is a schedule of cash distributions which the Partnership
has made to Unitholders since the Partnership's inception.

As of March 31, 1996, the Partnership's 2/3rds undivided interest in
the Property had an undepreciated book value of approximately Two Million, One
Hundred Eighty-Six Thousand Dollars ($2,186,000), as reflected in the
Partnership's financial statements. As of March 31, 1996, the Property was not
encumbered by any mortgage, note or other indebtedness, and the Partnership's
2/3 interest was owned clear of any other encumbrances.

The General Partner believes that all of the Property is covered by
adequate insurance provided by reputable companies and with commercially
reasonable deductibles, limits and policy specifications customarily carried for
similar properties.

THE SALE PROCESS

Coordination with Other Owners

ConCap Equities, Inc. is the general partner of both
Johnstown/Consolidated Income Partners (a California limited partnership) and
Johnstown/Consolidated Income Partners/2. Johnstown/Consolidated Income
Partners, is the record owner of the remaining 1/3 undivided interest in the
Property and has indicated its desire to sell its 1/3rd undivided interest in
the Property, in conjunction with the sale by the Partnership of the Partnership
Assets, if fair value is obtained. The General Partner believes that the sale
proceeds of the Property may be greater if a purchaser can purchase all, rather
than an undivided 2/3rds portion, of the Property. Regardless, the General
Partner intends to pursue a sale of the Partnership Assets if the Minimum Price
can be secured.

If the General Partner elects to sell the Property in conjunction
with Johnstown/Consolidated Income Partners, the Partnership will divide the
expenses incurred in connection with the sale with Johnstown/Consolidated Income
Partners. The expenses will be divided on an ownership basis with the
Partnership paying 2/3rds and Johnstown/Consolidated Income Partners paying the
other 1/3. This arrangement is dictated by an agreement executed between the
partnerships in 1991, when the partnerships foreclosed on the mortgage on the
Property. However, if the Partnership sells the interests in the Partnership
itself, rather than the Property, the Partnership shall bear all expenses
incurred in connection with the sale.

All expenses associated with selling the Property will be divided
2/3rds to the Partnership and 1/3rd to Johnstown/Consolidated Income Partners.
Each limited partnership will be responsible for its own separate expenses,
including the Partnership's responsibility for the cost of solicitation of the
consents to the Agreement.

The Sale Price

If the Amendment is approved, the General Partner will seek to
obtain a fair price for the Partnership Assets based on the market. Such price
may be obtained through a negotiated sale or public auction. The General
Partner may list the Property with a real estate broker experienced in sales of
similar properties.

The General Partner does not intend to have the Partnership Assets
or the Property appraised by an independent appraiser. The General Partner
believes that based on its experience and the interest shown in the property
from national self-storage management and operation firms, that it will be in a
position to determine whether a fair price can be obtained. In 1995, the
Partnership received indications of interest from a potential buyer to purchase
the entire Property at a price of approximately Three Million Five Hundred
Thousand Dollars ($3,500,000), the Partnership's 2/3rds interest being Two
Million Three Hundred Thirty-three Thousand Three Hundred Thirty-three Dollars
($2,333,333) . The General Partner's inability to bind the Partnership to a
sale was one of the reasons the transaction could not be pursued.

The minimum price of Two Million Dollars ($2,000,000) (the "Minimum
Price") may or may not be the fair market value of the Partnership Assets, and
the General Partner shall be under no obligation to sell the Partnership Assets
for the Minimum Price if it, in its sole judgment, determines that this price
does not reflect a fair value for the Partnership Assets. Moreover, there is no
assurance that the General Partner will be able to sell the Partnership Assets
for the Minimum Price. The Minimum Price was established by the General Partner
based on its knowledge of the Partnership Assets, using, among other things, a
discounted cash flow analysis of the operating revenue stream generated by the
Property as a whole and factoring in other relevant determinants that affect the
value of similar types of real estate developments as the Property.

Upon approval of the Amendment, the General Partner will use its
best efforts to consummate the sale of the Partnership Assets upon terms and
conditions which the General Partner expects will maximize the proceeds
distributable to Unitholders. Although none of the final terms of the Sale of
the Partnership Assets in connection with the Sale and subsequent liquidation
can be determined presently, the General Partner will only consider sales of the
Partnership Assets if such sales are for cash.

Dissolution Following Authorized Sale

Pursuant to the Amendment, upon the sale of significantly all the
Assets of the Partnership, the Partnership will be liquidated. The General
Partner will take full account of the Partnership's assets and liabilities and
apply and distribute the proceeds as follows: distributions will be made in
accordance with the Positive Capital Account balances of the Partners and
Unitholders, after taking into account all Capital Account adjustments for the
Partnership taxable year during which the liquidation occurs, by the end of such
taxable year (or, if later, within ninety (90) days after the date of such
liquidation). The General Partner will be obligated to restore its deficit
Capital Account balance, if any exists, after the liquidation of its interest in
the Partnership, but Limited Partners shall have no such obligation (per section
5.04 of the Partnership Agreement). As noted in the section entitled Certain
Federal Income Tax Implications, the distribution of $715 to the General
Partner, will bring its deficit Capital Account balance to zero.

It should be noted that the California Revised Limited Partnership
Act provides that the General Partner may wind up the affairs of a partnership
subsequent to its dissolution and that subsequent to such a dissolution the
General Partner may, among other things, (i) prosecute and defend civil,
criminal or administrative suits and (ii) distribute to the Partners any
remaining assets of the limited partnership. Accordingly, any amounts received
by the Partnership subsequent to the sale and subsequent liquidation in
settlement of any proceeding described herein and any unused funds in any
reserves established by the General Partner, as described above, will be
distributed by the General Partner in accordance with the provisions above. Any
unused amount in any reserve will be distributed when the General Partner
determines in it reasonable judgment that such amount is no longer necessary to
satisfy its intended purpose or to satisfy any actual or anticipated shortfalls
in amounts reserved for other purposes.

Certain Considerations

The General Partner cannot predict when, or if, a sale of the
Partnership Assets or the Property will be consummated or when the liquidation
will occur. Moreover, there can be no assurance that the Property will be sold
at a price which will result in the Partnership receiving the Minimum Price or
that such amount would equal the appraised value of an undivided 2/3rds interest
in the Property.

Unitholders should note that subsequent to the approval of the
Amendment, Unitholders will have no opportunity to evaluate the terms of any
purchase offer for the Partnership Assets or the Property. Unitholders are also
advised that neither California Law nor the Partnership Agreement provide them
with any right to dissent from or seek an independent appraisal of the value of
the Partnership Assets or the Property. Accordingly, subsequent to approval of
the Amendment, if the Partnership Assets are sold, the Unitholders will receive
whatever net proceeds are generated from the sale of the Partnership Assets
based on terms approved solely by the General Partner.

THE GENERAL PARTNER BELIEVES THAT THE PROPOSED SALE AND SUBSEQUENT LIQUIDATION
IS IN THE BEST INTEREST OF THE UNITHOLDERS AND THAT THE UNITHOLDERS SHOULD VOTE
TO "CONSENT" TO THE SALE AND SUBSEQUENT LIQUIDATION.

Certain Federal Income Tax Considerations

As stated above, upon approval of the Liquidation, the General
Partner intends to sell the Partnership Assets and distribute the proceeds to
Unitholders (after payment of certain expenses and priority items - see "The
Liquidation Process"). Such sales and distributions will be subject to U.S.
federal income tax in the manner described below. Section references are to the
Internal Revenue Code of 1986, as amended (the "Code").

The following discussion does not address the U.S. federal income
tax consequences of such sales and distributions to a "Non-U.S. Unitholder." A
"non-U.S. Unitholder" is a Unitholder other than (i) a citizen or resident of
the United States, (ii) a corporation or partnership created or organized in the
United States or under the laws of the United States or of any state thereof or
(iii) an estate or trust whose income can be included in gross income for U.S.
federal income tax purposes regardless of its source.

In General. As long as the Partnership is treated as a partnership
for U.S. federal income tax purposes, it will not be subject to U.S. federal
income tax. Rather, each Unitholder and General partner is required to report
on his own U.S. federal income tax return his share of Partnership items of
income, gain, loss, deduction and credit, including items realized in respect of
the sale of the Partnership's properties, for each taxable year of the
Partnership ending within or with his taxable year. Accordingly, each
Unitholder and each General Partner may be subject to tax on his distributive
share of Partnership income regardless of whether any cash distribution is made
to him. Each Unitholder's basis in his Units is increased by the amount by
which his distributable share of income exceeds any distributions made or deemed
to be made (e.g., a deemed distribution resulting from a reduction of a
Unitholder's share of the Partnership's liabilities) to him during such year.

Gain or Loss from Sale of Partnership Property. Partnership real
property and depreciable property used in the Partnership's business (which is
not held for sale to customers in the ordinary course of business) and held more
than one year is "section 1231 property." Losses (if any) realized by the
Partnership from the sale of section 1231 property generally will constitute
"passive activity losses" with respect to a Unitholder, other than certain
Unitholders eligible to treat all of their rental real estate activities as a
single activity. Passive activity losses can only offset passive activity
income, until the Unitholder disposes of his entire interest in the passive
activity. Gain (if any) realized by the Partnership from the sale of section
1231 property will be "section 1231 gain" except as to depreciation subject to
recapture under section 1245 of the Code and rent recapture under section 467 of
the Code. A Unitholder's share of any section 1231 gain from the Partnership in
any year will first offset any current passive activity losses and suspended
passive activity losses form the Partnership and other passive activities; any
excess will be combined with any other section 1231 gains or losses (exclusive
of passive activity losses) incurred by the Unitholder. If the section 1231
gains exceed the section 1231 losses, such net gains will be treated as long-
term capital gains. However, a taxpayer's net section 1231 gain will be treated
as ordinary income (rather than capital gain) to the extent of such taxpayer's
net section 1231 losses within the preceding five years. In the case of any
property, the gain reported by the Partnership will be measured by the excess of
the amount realized from the sale over the Partnership's adjusted basis for that
property. Consequently, the gain from any sale may exceed the actual cash
proceeds realized upon the sale.

The distribution of cash to a Unitholder pursuant to the Liquidation
will be treated as a taxable distribution, with the amount of taxable gain (or
loss) realized equal to the difference between (i) the amount of cash received
plus such Unitholder's share of any reduction of Partnership liabilities and
(ii) the tax basis of his unit.

Upon the Liquidation, the Unitholder's share of any losses from the
Partnership previously suspended pursuant to the passive activity loss rules may
be used to offset certain taxable income from other sources, including the gain,
if any, realized as a result of the Liquidation. Any remaining gain from the
Liquidation may be offset by current or previously suspended losses from other
passive activities of the Unitholder.

Gain or loss realized on the Liquidation will be treated as capital
gain or loss, and will be long-term if the Unitholder has held his Unit for more
than one year when the Liquidation is consummated. Capital losses generally are
deductible only to the extent of capital gains plus, in the case of a non-
corporate Unitholder, up to $3,000 of ordinary income. Capital losses realized
upon the Liquidation may be utilized to offset capital gains from other sources
and may be carried forward, subject to applicable limitations.

Special considerations may be applicable to particular types of
Unitholders. Each Unitholder should consult his tax advisor regarding the
specific tax consequences of disposing of Units in the Partnership pursuant to
the liquidation, under not only the U.S. federal income tax laws but also
applicable state, local, foreign or other tax laws.

Distributions to Unitholders based on Sale at Minimum Price of
$2,000,000 if Sale had taken place on December 31, 1995. The total tax basis of
Johnstown/Consolidated Income Partners/2 was $2,210,181, which includes $40,000
in anticipated closing costs assuming a sale at the Minimum Price. This tax
basis would result in there being approximately $210,181 in section 1231 losses.
This would result in section 1231 losses averaging approximately $3.10 per Unit.
In addition, the unamortized costs of the initial formation are approximately
$800,000. This would result in capital losses averaging approximately $11.75
per Unit.

Based on the cash held by the Partnership at December 31, 1995, and
certain assumed selling expenses, total cash to be distributed after all costs
and liabilities are paid and all assets are collected would be approximately
$2,401,000. Of this amount approximately $715 would be distributed to the
General Partner and approximately $2,400,000 would be distributed to
Unitholders. Each Unit would receive an amount of approximately $35.

Security Ownership of Management and Certain Beneficial Owners

No person (including any "group" as that term is used in Section
13(d)(3) of the Securities Exchange Act of 1934, as amended) is known to the
Partnership to be the beneficial owner of more than five (5%) percent of the
outstanding units as of the Record Date.

The following persons as directors or executive officers of the
General Partner have interests in the Partnership as shown in the chart below:

Name of Individual Position in CEI Interest in the Partnership

Carroll D. Vinson . . . . . . . . President . . . . . . . . . . . . . . . . 0%

William H. Jarrard . . . . . . Vice President . . . . . . . . . . . . . . 0%

John K. Lines . . . . . . . Vice President/Secretary . . . . . . . . . . . . 0%

Kelley M. Buechler . . . . . Assistant Secretary . . . . . . . . . . . . .
0%

Robert D. Long, Jr. . . Chief Accounting Officer/ . . . . . . . . . . . . 0%
Controller

The following table presents certain information regarding the
number of Units beneficially owned by the General Partner as of the Record Date.
At such date none of the directors or executive officers of the General Partner
beneficially owned any Units.

Beneficial Owner Number of Units Percent of Class

ConCap Equities, Inc. . . . . . . . . 0 . . . . . . . . . . . . . . . . . . 0%

Other Matters

Even though the Partnership is not required to and does not conduct
Partnership meetings, the General Partner may call a Partnership meeting at any
time, and the General Partner is required to call a Partnership meeting within
ten (10) days after written request for such a meeting by Limited Partners who
are the record holders of at least ten percent (10%) of the total outstanding
Units. Any such request submitted to the General Partner shall state the
purpose of the proposed meeting and the matters proposed to be acted upon.
Partnership meetings shall be held at the principal office of the Partnership or
at such other place as may be designated by the General Partner. As of the date
hereof, the General Partner has not received any written requests by any Limited
Partner for a Partnership meeting.

IF YOU ARE A UNITHOLDER ON THE RECORD DATE, YOU ARE RESPECTFULLY
REQUESTED TO COMPLETE, DATE, SIGN, AND RETURN THE ACCOMPANYING
CONSENT IN THE ENCLOSED ENVELOPE AT YOUR EARLIEST CONVENIENCE, BUT
IN ALL INSTANCES BEFORE THE EXPIRATION DATE.

Further Information

Unitholders having questions about the Amendment should telephone
Beacon Hill Partners Inc. at (1-212-843-8500).

Information Delivered with Consent Solicitation

This Consent Solicitation is accompanied by the Partnership's Annual
Report on Form 10-KSB for the year ended December 31, 1995, (the "Form 10-K") as
Exhibit "B." This document and the subsequently filed Quarterly Report on Form
10-QSB, for the quarter ending March 31, 1996, as Exhibit "C", are incorporated
by reference herein and shall be deemed to be a part hereof. The Exhibits to
such documents are available without charge to any person, upon oral or written
request, from Beacon Hill Partners, Inc., 90 Broad Street, New York, New York
10004 (telephone: 212-843-8500). Any document so requested will be furnished by
first-class mail or other equally prompt means within two (2) business days of
receipt of such request.

EXHIBIT "A"

Schedule of Cash Distributions to Unitholders since the Partnerships' Inception
<TABLE>
<CAPTION>

GENERAL DISTRIBUTABLE CASH FLOW FROM SURPLUS FUNDS/RETURN OF TOTAL DISTRIBUTIONS
OPERATIONS CAPITAL
UNITS
PERIOD OUTSTANDING PER UNIT TOTAL PER UNIT TOTAL PER UNIT TOTAL
(WEIGHTED
AVERAGE)
<S> <C> <C> <C> <C> <C>
1987 40,942 $ .83 $ 34,000 $ .29 $ 12,000 $ 1.12 $ 46,000
1988 65,882 .00 0 6.41 422,000 6.41 422,000
1989 68,854 .00 0 50.50 3,477,000 50.50 3,477,000
1990 68,854 .00 0 0 0 0 0
1991 68,854 .00 0 0 0 0 0
1992 68,841 1.80 124,000 4.60 317,000 6.40 441,000
1993 68,729 3.60 248,000 0 0 3.60 248,000
1994 67,814 5.97 405,000 0 0 5.97 405,000
1995 67,814 2.92 198,000 0 0 2.92 198,000

TOTALS $15.12 $1,009,000 $61.80 $4,228,000 $76.92 $5,237,000

</TABLE>

EXHIBIT "B"

FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
SECTION 13 OR 15(d)
(As last amended by 34-31905, eff. 4/26/93)

FORM 10-KSB

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [Fee Required]

For the fiscal year ended December 31, 1995
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [No Fee Required]

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

Commission file number 0-16682

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
(Name of small business issuer in its charter)

California 94-3032501
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

One Insignia Financial Plaza, 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 Receipts
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No

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

State issuer's revenues for its most recent fiscal year. $472,000

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995. Market value information for the
Registrant's partnership interests is not available. Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.

PART I

Item 1. Description of Business

Johnstown/Consolidated Income Partners/2 (the "Partnership") was organized on
March 9, 1987, as a limited partnership under the California Revised Limited
Partnership Act. On June 19, 1987, the Partnership registered with the
Securities and Exchange Commission ("SEC") under the Securities Act of 1933
(File No. 33-13348) and commenced a public offering for sale of $100 million 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 limited partner of the Partnership is
Johnstown/Consolidated Depositary Corporation/2 (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 (herein so called) entered into with the Partnership. The
Partnership subsequently filed a Form 8-A Registration Statement with the SEC
and registered the Units under the Securities Exchange Act of 1934 (File No. 0-
16682) on June 11, 1988. The offering closed in October 1988, with 68,854 Units
sold at $100 each, or gross proceeds of approximately $6.9 million to the
Partnership. The Partnership had retired a total of 1,040 Units as of December
31, 1995. The Partnership gave no consideration for the Units retired.

By the end of fiscal year 1988, approximately 74% of the monies raised had been
invested in a mortgage loan (a joint loan in which the Partnership owns a two-
thirds undivided interest with an affiliated limited partnership) and a real
estate acquisition, development and construction lending ("ADC") arrangement.
Of the remaining 26%, 11% was required for organizational and offering expenses,
sales commissions and acquisition fees, and 15% was retained in Partnership
reserves for working capital, as required by the Partnership Agreement herein so
called.

The General Partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI"). The principal place of business
for the Partnership and for the General Partner is One Insignia Financial Plaza,
Greenville, South Carolina 29602.

The Partnership's primary business and only industry segment is real estate
related operations. The Partnership was formed to invest in mortgage loans
originated or purchased by the Partnership and to acquire, own, operate and
ultimately dispose of income-producing real properties for the benefit of its
Unitholders. The Partnership was formed with the intention of investing at
least one-third but not more than two-thirds of the Partnership's net capital
proceeds in non-leveraged or low-leveraged commercial and residential real
estate and to devote at least one-third but not more than two-thirds of such net
capital proceeds to making or purchasing mortgage loans. By August 1988, the
Partnership had completed its investing activities and had acquired a two-thirds
undivided interest in a mortgage loan which the Partnership foreclosed on in
September 1991, and an ADC arrangement which was subsequently repaid in 1989.
At December 31, 1995, the Partnership's only asset was a two-thirds undivided
interest in a mini-warehouse located in Lauderhill, Florida.

As of December 31, 1995, the Partnership's working capital reserves were in
excess of 3% of Net Invested Capital as required by its Partnership Agreement.
See "Item 6 - Management's Discussion and Analysis or Plan of Operations", for
discussion of Partnership liquidity and capital resources.

The real estate business is highly competitive. The Registrant's real property
investment is subject to competition from similar types of properties in the
vicinity in which it is located and the Partnership is not a significant factor
in its industry. In addition, various limited partnerships have been formed by
related parties to engage in business which may be competitive with the
Registrant.

The Registrant has no employees. Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"), an
affiliate of the General Partner. The property manager is responsible for the
day-to-day operations of each property. The General Partner has also selected
affiliates of Insignia to provide real estate advisory and asset management
services to the Partnership. As advisor, such affiliates provide all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing. For a further
discussion of property and partnership management, see "Item 12."

Upon the Partnership's formation in 1987, Consolidated Capital Equities
Corporation ("CCEC") was the sole Corporate General Partner, and
Johnstown/Consolidated Depositary Corporation/2, a wholly-owned subsidiary of
CCEC, was the sole limited partner. In 1988, through a series of transactions,
Southmark Corporation ("Southmark") acquired a controlling interest in CCEC. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, CEI
acquired CCEC's general partner interests in the Partnership and in 15 other
affiliated public limited partnerships (the "Affiliated Partnerships"), acquired
the stock of the Corporate Limited Partner, and CEI replaced CCEC as managing
general partner in all 16 partnerships. The selection of CEI as the sole
managing general partner was approved by a majority of the Unitholders in the
Partnership and by the limited partners in each of the Affiliated Partnerships
pursuant to a solicitation of the Unitholders and limited partners 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.

All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which, among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P. ("MAE") and an affiliate of
Insignia, 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, MAE-ICC, Inc. 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, MAE-ICC, Inc. exercised the remaining portion of its option to purchase
all of the remaining outstanding capital stock of GII Realty, Inc.

Item 2. Description of Property

The Partnership originally acquired an ADC arrangement and a two-thirds
undivided interest in a mortgage loan. The ADC arrangement was repaid in 1989.
The Partnership foreclosed on its two-thirds undivided interest in the property
securing the mortgage loan in 1991. As of December 31, 1995, the Partnership
owns a two-thirds undivided interest in a mini-warehouse as noted below:

Date of
Property Purchase Type of Ownership Use
<S> <C> <C> <C>
Florida #6 Mini Warehouse 11/01/90 Fee ownership Storage -
Lauderhill, Florida 61,121 sq. ft.
</TABLE>

Schedule of Property:
(dollar amounts in thousands)

Gross
Carrying Accumulated Federal
Property Value Depreciation Rate Method Tax Basis
<S> <C> <C> <C> <C> <C>
Florida #6 Mini
Warehouses $2,186 $407 3-20 years S/L $1,939

</TABLE>

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

Schedule of Rental Rates and Occupancy:
<TABLE>
<CAPTION>

Average Annual
Rental Rates Average
(Per Sq. Ft.) Occupancy
Property 1995 1994 1995 1994
<S> <C> <C> <C> <C>
Florida #6 Mini Warehouses $10.44 $9.77 90% 97%
</TABLE>

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive. The General Partner believes that Florida #6 Mini
Warehouses is adequately insured.

The decrease in occupancy is due to commercial clients reducing their inventory
levels which resulted in reduced usage of storage facilities in 1995.

Schedule of Real Estate Taxes and Rates:

The Partnership's two-thirds share of real estate taxes and rates in 1995 for
the property were:

1995 1995
Taxes Rate
(dollar amounts in thousands)

Florida #6 Mini Warehouses $45 2.4%

Item 3. Legal Proceedings

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature. The General Partner of the Partnership believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.

Item 4. Submission of Matters to a Vote of Security Holders

During the fourth quarter of the year ended December 31, 1995, 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 Common Equity and Related
Security Holder Matters

(A) No established public trading market for the Partnership's Units exists
nor is one expected to develop.

(B) Title of Class Number of Unitholders of Record

Units of Depositary Receipts 596 as of December 31, 1995

(C) The following table sets forth a summary of distributions to the
Unitholders during the years ended December 31, 1995 and 1994:

Years Ended December 31,
1995 1994
(Amounts in thousands)
From Unitholders' economic interest
Regular distributions $ 198 $ 405

In September 1995, the Partnership distributed cash flow from operations of
approximately $198,000 or $2.92 per Unit to Unitholders of record as of
September 1, 1995, and paid a corresponding general partner distribution of
$2,000.

In September 1994, the Partnership distributed cash flow from operations of
approximately $405,000 or $5.97 per Unit to Unitholders of record as of
September 1, 1994, and paid a corresponding general partner distribution of
$4,000 in November 1994.

Cumulative distributions to the Unitholders since the inception of the
Partnership totaled approximately $5.3 million at December 31, 1995.

Item 6. Management's Discussion and Analysis or Plan of Operations

Results of Operations

The Partnership realized income from operations of $147,000 for the year ended
December 31, 1995, compared to income from operations of $193,000 for the year
ended December 31, 1994.

Rental income decreased for the year ended December 31, 1995, compared to the
year ended December 31, 1994, due to the occupancy decrease at the Partnership's
sole investment property resulting from commercial clients reducing their
inventory levels and usage of storage facilities in 1995 compared to 1994.

Property operations expense increased for the year ended December 31, 1995,
compared to the year ended December 31, 1994, due to increased maintenance
contracts and tax expense. Administrative expenses increased for the year ended
December 31, 1995, due to increased mailing costs, professional fees and expense
reimbursements related to the combined efforts of the Dallas and Greenville
partnership administration staffs during the management transition period. The
reimbursements for the Dallas office amounted to approximately $13,000 for the
year ended December 31, 1995.

The increased costs related to the transition efforts were incurred to minimize
any disruption in the year-end reporting function including the financial
reporting and K-1 preparation and distribution. The General Partner expects
recurring administrative expenses to be reduced now that the management
transition is completed.

Other income realized in the year ended December 31, 1994, related to the
receipt of the Partnership's pro rata share of the claims filed in Southmark's
Chapter 11 bankruptcy proceeding (See "Note C" in the Notes to Consolidated
Financial Statements in "Item 7"). During 1995, the Partnership received a
liquidating dividend of approximately $93,000 from Southmark. During the fourth
quarter of 1995, approximately $32,000 was credited to the investment in stock
account. The remaining stock balance is included in prepaid and other assets at
December 31, 1995 at its market value of approximately $3,000.

As part of the ongoing business plan of the Partnership, the General Partner
monitors the rental market environment of its investment property to assess the
feasibility of increasing rents, maintaining or increasing occupancy levels and
protecting the Partnership from increases in 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, 1995, the Partnership held unrestricted cash and cash
equivalents of $424,000 compared to $152,000 at December 31, 1994. Net cash
provided by operating activities decreased primarily due to the Partnership's
receipt of approximately $260,000 in cash related to the Southmark bankruptcy
discussed below that did not recur in 1995. The decrease in cash provided by
operating activities was partially offset by a decrease in prepaids and other
assets and an increase in accounts payable and accrued expenses. Net cash
provided by investing activities increased due to an increase in cash proceeds
received from liquidated securities available for sale compared to the year
ended December 31, 1994. Net cash used in financing activities decreased due to
reduced Partner's distributions for the year ended December 31, 1995, compared
to the year ended December 31, 1994.

The Partnership is required by the Partnership Agreement to maintain working
capital for contingencies of not less than 3% 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 totalling approximately $424,000 at December 31, 1995, exceeded the
Partnership's reserve requirement of approximately $73,000.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and meet other operating needs of the Partnership. Such assets are currently
thought to be sufficient for any near-term needs of the Partnership. Future
cash distributions will depend on the levels of net cash generated from
operations, capital expenditure requirements, property sales and the
availability of cash reserves. As part of the Partnership's ongoing attempt to
maximize the return to the Unitholders, the Partnership is exploring the
possibility of selling the commercial property in which it has invested.
Currently, disposition is not considered imminent. Additionally, other
investing parties are involved who must be consulted before such a transaction
can be approved. For the year ended December 31, 1995, cash distributions of
$200,000 were declared and paid compared to cash distributions of $409,000 for
the year ended December 31, 1994.

In 1991, the Partnership (and simultaneously other affiliated partnerships)
entered claims in Southmark Corporation's Chapter 11 bankruptcy proceeding.
These claims related to Southmark Corporation's activities while it exercised
control (directly or indirectly through its affiliates) over the Partnership.
The Bankruptcy Court set the Partnership's and the other affiliated
partnerships' allowed claim at an aggregate $11 million. In March 1994, the
Partnership received 4,751 shares of Southmark Corporation Redeemable Series A
Preferred Stock and 34,747 shares of Southmark Corporation New Common Stock with
an aggregate market value on the date of receipt of approximately $35,000 and
$260,000 in cash representing the Partnership's share of the recovery, based on
its pro rata share of the claims filed.

Item 7. Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

LIST OF FINANCIAL STATEMENTS

Reports of Independent Auditors

Balance Sheet - December 31, 1995

Statements of Operations - Years ended December 31, 1995
and 1994

Statements of Changes in Partners Capital (Deficit) - Years ended December
31, 1995 and 1994

Statements of Cash Flows - Years ended December 31, 1995 and 1994

Notes to Financial Statements

Report of Ernst & Young LLP, Independent Auditors

The Partners
Johnstown Consolidated Income Partners/2

We have audited the accompanying balance sheet of Johnstown Consolidated Income
Partners/2 as of December 31, 1995, and the related statements of operations,
changes in partners capital (deficit) and cash flows for the year then ended.
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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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 audit provides 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/2 as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.

/s/ ERNST & YOUNG LLP

Greenville, South Carolina
February 14, 1996

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Johnstown/Consolidated Income Partners/2:

We have audited the accompanying statements of operations, partners' capital
(deficit) and cash flows of Johnstown/Consolidated Income Partners/2 (a
California limited partnership) for the year ended December 31, 1994. 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 audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit 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
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations and cash flows of
Johnstown/Consolidated Income Partners/2 for the year ended December 31, 1994,
in conformity with generally accepted accounting principles.

/s/ Arthur Andersen, LLP

Dallas, Texas
March 23, 1995

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

BALANCE SHEET
(in thousands, except unit data)

December 31, 1995

Assets
Cash and cash equivalents $ 424
Prepaid and other assets 28
Investment property:
Land $ 650
Buildings and personal property 1,536
2,186
Less accumulated depreciation (407) 1,779

$2,231

Liabilities and Partners' Capital (Deficit)
Liabilities
Accounts payable and accrued expenses $ 31

Partners' Capital (Deficit)
General partner $ (38)
Corporate limited partners - on behalf
of the Unitholders - (67,814 Units
issued and outstanding) 2,238 2,200

$2,231
See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

STATEMENTS OF OPERATIONS
(in thousands, except unit data)

Years Ended December 31,
1995 1994
Revenues:
Rental income $ 393 $ 414
Interest and dividend 79 76
Total revenues 472 490

Expenses:
Property operations 163 148
Depreciation 80 79
Administrative 82 70
Total expenses 325 297

Income from operations 147 193
Other income -- 295

Net income $ 147 $ 488

Net income allocated to general partners (1%) $ 1 $ 5
Net income allocated to limited partners (99%) 146 483

$ 147 $ 488
Net income per weighted average Unit of
Depositary Receipt: $ 2.15 $ 7.12

See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

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

Unitholders
Units of Units of
Depositary General Depositary
Receipts Partner Receipts Total
<S> <C> <C> <C> <C>
Original capital contributions 68,854 $ 1 $ 6,885 $ 6,886

Partners' capital (deficit) at
December 31, 1993 67,814 (38) 2,212 2,174

Net income for the year ended
December 31, 1994 -- 5 483 488

Distributions -- (4) (405) (409)

Partners' capital (deficit)
at December 31, 1994 67,814 (37) 2,290 2,253

Net income for the year ended
December 31, 1995 -- 1 146 147

Distributions -- (2) (198) (200)

Partners' capital (deficit) at
December 31, 1995 67,814 $ (38) $ 2,238 $ 2,200

<FN>
See Accompanying Notes to Financial Statements

</TABLE>
JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

STATEMENTS OF CASH FLOWS
(in thousands, except unit data)

Years Ended December 31,
1995 1994
Cash flows from operating activities:
Net income $ 147 $ 488
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 80 79
Change in accounts:
Prepaids and other assets 26 (38)
Accounts payable and accrued
expenses 17 (11)

Net cash provided by operating
activities 270 518

Cash flows from investing activities:
Property improvements and replacements (1) --
Purchase of securities available for sale (453) (78)
Proceeds from sale of securities
available for sale 656 30

Net cash provided by (used in)
investing activities 202 (48)

Cash flows from financing activities:
Partners' distributions (200) (409)

Net cash used in financing
activities (200) (409)

Net increase in cash 272 61

Cash and cash equivalents at beginning of year 152 91

Cash and cash equivalents at end of year $ 424 $ 152

See Accompanying Notes to Financial Statements

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

Notes to Financial Statements

December 31, 1995

Note A - Organization and Summary of Significant Accounting Policies

Organization

Johnstown/Consolidated Income Partners/2 (the "Partnership"), a California
limited partnership, was formed on March 9, 1987, to acquire and operate
commercial and residential properties and to invest in mortgage loans and
mortgage-backed securities. As of December 31, 1995, the Partnership operates
one commercial property located in Lauderhill, Florida. Consolidated Capital
Equities Corporation ("CCEC"), a Colorado corporation, the former general
partner, and Johnstown/Consolidated Depositary Corporation/2 (the "Corporate
Limited Partner"), an affiliate of the general partner which serves as
depositary of certain Units of Depositary Receipts ("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 certain economic benefits, allocations and
distributions of the Partnership.

Upon the Partnership's formation in 1987, CCEC was the general partner. In
December 1988, CCEC filed for reorganization under Chapter 11 of the United
States Bankruptcy Code. In 1990, as part of CCEC's reorganization plan, ConCap
Equities, Inc., a Delaware corporation (the "General Partner" or "CEI") acquired
CCEC's general partner interests in the Partnership and in 15 other affiliated
public limited partnerships (the "Affiliated Partnerships"), acquired the stock
of the Corporate Limited Partner, and CEI replaced CCEC as managing general
partner in all 16 partnerships.

All of CEI's outstanding stock is owned by GII Realty, Inc. In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which among other things, MAE-ICC, Inc., a wholly owned
subsidiary of Metropolitan Asset Enhancement, L.P., an affiliate of Insignia
Financial Group, Inc. ("Insignia") 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, MAE-ICC, Inc. 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, MAE-ICC, Inc. exercised the remaining portion of its option to
purchase all of the remaining outstanding capital stock of GII Realty, Inc.

The principal place of business for the Partnership and for the General Partner
is One Insignia Financial Plaza, Greenville, South Carolina 29602.

Note A - Organization and Summary of Significant Accounting Policies (continued)

Investment Properties

Prior to 1995, investment properties were carried at the lower of cost or
estimated fair value, which was determined using the higher of the property's
non-recourse debt amount, when applicable, or the net operating income of the
investment property capitalized at a rate deemed reasonable for the type of
property. During 1995, the Partnership adopted FASB Statement No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of," which requires impairment losses to be recorded on long-lived
assets used in operations when indicators of impairment are present and the
undiscounted cash flows estimated to be generated by those assets are less than
the assets' carrying amount. The impairment loss is measured by comparing the
fair value of the asset to its carrying amount. The effect of adoption was not
material.

Depreciation

Buildings and improvements are depreciated on the straight-line basis over an
estimated useful life of 3 to 20 years.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, demand deposits, money market
funds, and U.S. Treasury Bills with original maturities of three months or less.
At certain times the amount of cash deposited at a bank may exceed the limit on
insured deposits.

Reclassification

Certain reclassifications have been made to the 1994 information to conform to
the 1995 presentation.

Fair Value

In 1995, the Partnership implemented Statement of Financial Accounting Standards
No. 107, "Disclosure about Fair Value of Financial Instruments," which requires
disclosure of fair value information about financial instruments for which it is
practicable to estimate that value. The carrying amount of the Partnership's
cash and cash equivalents approximates fair value due to their short-term
nature.

Rental Income

The Partnership leases its commercial property under short-term month-to-month
operating leases. The Partnership expects that in the normal course of business
these leases will be renewed or replaced by other leases.

Note A - Organization and Summary of Significant Accounting Policies (continued)

Income Taxes

No provision has been made in the financial statements for Federal income taxes.
Under current law, no Federal income taxes are paid directly by the Partnership,
however, the Partners are responsible for their respective shares of Partnership
net income or loss.

The tax basis of the Partnership's assets and liabilities is approximately
$1,209,000 greater than the assets and liabilities as reported in the financial
statements.

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 Limited Partners
and 1% to the General Partner.

Advertising Costs

Advertising costs of $8,000 in 1995 and $11,000 in 1994 are charged to operating
expense as incurred.

Units of Depositary Receipts

Johnstown/Consolidated Depositary Corporation (the "Corporate Limited Partner"),
an affiliate of the General Partner, serves as a depositary of certain Units of
Depositary Receipts ("Units"). The Units represent economic rights attributable
to the limited partnership interests in the Partnership and entitle the holders
thereof ("Unitholders") to certain economic benefits, allocations and
distributions of the Partnership. For this reason, Partner's capital (deficit)
is herein represented as an interest of the Unitholders.

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.

Note B - Related Party Transactions

The Partnership has no employees and is dependent on the General Partner and
affiliates of Insignia for the management and administration of all the
Partnership activities, as provided for in the partnership agreement.

The Partnership has paid the property management fees noted below based upon
collected gross rental revenues ("Rental Revenues") for property management
services in each of the years ended December 31, 1995 and 1994, respectively.
For the year ended December 31, 1994, a portion of such property management
fees equal to 4% of Rental Revenues was paid to the property management
companies performing day-to-day property management services and a portion equal
to 1% of Rental Revenues was paid to Partnership Services, Inc. ("PSI") for
advisory services related to day-to-day operations. Coventry Properties, Inc.
("Coventry") an affiliate of the General Partner provided the day-to-day
property management responsibilities for the Partnership's property during 1994.
In late December 1994, an affiliate of Insignia assumed day-to-day property
management responsibilities. Fees paid to Insignia and affiliates for the year
ended December 31, 1995, and fees paid to PSI and Coventry for the year ended
December 31, 1994, have been reflected in the following table as compensation to
related parties in the applicable periods:

Years Ended December 31,
1995 1994
(in thousands)
Property management fees $24 $22

The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. The General Partner and its affiliates, which includes
Coventry for the year ended December 31, 1994, received reimbursements as
reflected in the following table:

Years Ended December 31,
1995 1994
(in thousands)
Reimbursement for services of affiliates $40 $37

In July 1995, the Partnership began insuring its property under a master policy
through an agency and 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 current year's master policy. The current agent
assumed the financial obligations to the affiliate of the General Partner, who
receives payment on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.

Note C - Other Income

Note D - Commitment

The Partnership is required by the Partnership Agreement to maintain working
capital for contingencies of not less than 3% 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 totalling approximately $424,000 exceeded the Partnership's reserve
requirement of approximately $73,000 at December 31, 1995.

Note E - Distributions

During September 1995, the Partnership declared and paid distributions,
attributable to cash flow from operations, of $200,000 to the Unitholders.

Note F - Investment Property and Accumulated Depreciation
(dollar amounts in thousands)
Initial Cost
To Partnership (a)

Buildings Cost
and Capitalized
Personal Subsequent to
Description Encumbrances Land Property Acquisition (a)

Florida #6
Mini Warehouses
Lauderhill, Florida $ - $ 650 $1,517 $ 19

(a) Amounts represented the Partnership's two-thirds undivided interest in
the property. Johnstown/Consolidated Income Partners, an affiliated
partnership, owns the remaining one-third undivided interest in the
property.

Note F - Investment Property and Accumlated Depreciation (continued)
(dollar amounts in thousands)

Gross Amount At Which Carried
At December 31, 1995 (a)

Buildings
And Related
Personal Accumulated Date Depreciable
Description Land Property Total Depreciation Acquired Life-Years
<S> <C> <C> <C> <C> <C> <C>
Florida #6 Mini
Lauderhill, Florida $650 $1,536 $2,186 $407 11/01/90 3-20

<FN>
(a) Amounts represented the Partnership's two-thirds undivided interest in the property. Johnstown/Consolidated
Income Partners, an affiliated partnership, owns the remaining one-third undivided interest in the property.

</TABLE>

Reconciliation of "Investment Property and Accumulated Depreciation":

Years Ended December 31,
1995 1994

Investment Property (in thousands)

Balance at beginning of year $2,185 $2,185
Property improvements 1 --

Balance at End of Year $2,186 $2,185

Accumulated Depreciation

Balance at beginning of year $ 327 $ 248
Additions charged to expense 80 79

Balance at End of Year $ 407 $ 327

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1995 and 1994, is approximately $2,142,000 and $2,141,000. The
accumulated depreciation taken for Federal income tax purposes at December 31,
1995 and 1994, is approximately $203,000 and $156,000, respectively.

Item 8. Changes In and Disagreements With Accountants on Accounting and
Financial Disclosure

As reported in the Partnership's Form 8-K filed May 10, 1995, as of May 3, 1995,
Arthur Andersen L.L.P., the independent accountant previously engaged as the
principal accountant to audit the financial statements of the Partnership was
dismissed. As of the same date, the firm of Ernst & Young L.L.P. was engaged to
provide that service for the Partnership.

PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons,
Compliance with Section 16(a) of the Exchange Act

The Registrant has no officers or directors. 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 ConCap Equities, Inc.
("CEI"), the Partnership's General Partner, as of December 31, 1995, their age
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

Carroll D. Vinson 55 President, Director

Robert D. Long, Jr. 28 Controller, Chief
Accounting Officer

William H. Jarrard, Jr. 49 Vice President

John K. Lines 36 Secretary

Kelley M. Buechler 38 Assistant Secretary

Carroll D. Vinson has been President of CEI since December 1994 and President
of Metropolitan Asset Enhancement, L.P. ("MAE") subsidiaries since August
1994. Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other
investment and consulting activities, which included portfolio acquisitions,
asset dispositions, debt restructurings and financialreporting. Briefly, in
early 1993, Mr. Vinson served as President and Chief Executive Officer of
Angeles Corporation, a real estate investment firm. From 1991 to 1993 Mr. Vinson
was employed by Insignia in various capacities including Managing Director-
President during 1991. From 1986 to 1990, Mr. Vinson was President and Director
of U.S. Shelter Corporation, a real estate services company, which sold
substantially all of its assets to Insignia in December 1990.

Robert D. Long, Jr. has been Controller and Chief Accounting Officer of CEI
since December 1994 and Chief Accounting Officer and Controller of the MAE
subsidiaries since February 1994. Prior to joining MAE in September 1993, Mr.
Long served as a senior regional accountant with Insignia Management Group, Inc.
since December 1991. From January 1991 until December 1991, Mr. Long was
associated with the accounting firm of Harshman, Lewis and Associates. From
July 1989 until January 1991, Mr. Long was an auditor for the State of
Tennessee. He is a graduate of the University of Memphis.

William H. Jarrard, Jr. has been Vice President of CEI since December 1994,
Vice President of the MAE subsidiaries since January 1992 and Managing Director
- - Partnership Administration of Insignia since January 1991. During the five
years prior to joining Insignia in 1991, he served in a similar capacity for
U.S. Shelter. Mr. Jarrard is a graduate of the University of South Carolina and
a certified public accountant.

John K. Lines has been Secretary of CEI since December 1994, Secretary of the
MAE subsidiaries since August 1994 and General Counsel and Secretary of Insignia
since July 1994. From May 1993 until June 1994, Mr. Lines was the Assistant
General Counsel and Vice President of Ocwen Financial Corporation in West Palm
Beach, Florida. From October 1991 until April 1993, Mr. Lines was a Senior
Attorney with Banc One Corporation in Columbus, Ohio. From May 1984 until
October 1991, Mr. Lines was employed as an associate with Squire Sanders &
Dempsey in Columbus, Ohio.

Kelley M. Buechler has been Assistant Secretary of CEI since December 1994,
Assistant Secretary of the MAE subsidiaries since January 1992 and Assistant
Secretary of Insignia since 1991. During the five years prior to joining
nsignia in 1991, she served in a similar capacity for U.S. Shelter. Ms.
Buechler is a graduate of the University of North Carolina.

CEI is the general partner of the Partnership and 13 other Affiliated
Partnerships as of December 31, 1995.

Item 10. Executive Compensation

No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1995, nor was any direct compensation
paid or payable by the Partnership to directors or officers of the General
Partner for the year ended December 31, 1995. The Partnership has no plans to
pay any such remuneration to any directors or officers of the General Partner in
the future.

See "Item 7 - Financial Statements", "Note B - Related Party Transactions," for
amounts of compensation and reimbursement of salaries paid by the Partnership to
the General Partner and its affiliates and the former general partner and former
affiliates.

Item 11. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners

As of February, 1996, no person was known to CEI to own of record or
beneficially more than 5 percent (5%) of the Units of the Partnership.

(b) Beneficial Owners of Management

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 February, 1996, 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

GII Realty, Inc. 100,000 100%
One Insignia Financial Plaza
Greenville, SC 29602

GII Realty, Inc. is owned by MAE-ICC, Inc. (See "Item 1.")

Item 12. Certain Relationships and Related Transactions

Transactions with Current Management and Others

Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had any
interest in any other transaction to which the Partnership is a party. Please
refer to "Item 7 - Financial Statements", "Note B - Related Party Transactions,"
for the amounts and items of permissible compensation and fees paid to the
General Partner and its affiliates and other related parties for the last two
years.

The Partnership has paid property management fees based upon collected gross
rental revenues ("Rental Revenues") for property management services in each of
the years ended December 31, 1995 and 1994, respectively. A portion of such
property management fees equal to 4% of Rental Revenues has been paid to the
property management companies performing day-to-day property management services
and the portion equal to 1% of Rental Revenues has been paid to Partnership
Services, Inc. ("PSI") or its predecessor for advisory services related to day-
to-day property operations. In July 1993, Coventry Properties, Inc.
("Coventry"), an affiliate of the General Partner, assumed day-to-day property
management responsibility for the Partnership's property under the same
management fee arrangement as the unaffiliated management companies. In late
December 1994, management of the Partnership's property was assumed by an
affiliate of Insignia.

All of the above-referenced agreements with affiliates of CEI and related
parties of the Partnership are subject to the conditions and limitations imposed
by the Partnership Agreement.

Litigation with Former Related Parties

Item 13. Exhibits, Financial Statements, Schedules and Reports on Form 8-K

(a) Exhibits: See Exhibit Index contained herein.

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

(b) Reports on Form 8-K filed during the fourth quarter of 1995:

A Form 8-K dated October 24, 1995 was filed reporting a change in the
ownership of GII Realty, Inc., the sole stockholder of the general
partner of the Registrant.

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/2

By: CONCAP EQUITIES, INC.
General Partner

By: /s/Carroll D. Vinson
Carroll D. Vinson
President

By: /s/Robert D. Long, Jr.
Robert D. Long, Jr.
Controller and Principal
Accounting Officer

Date: March 25, 1996

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/Carroll D. Vinson President Date: March 25, 1996
Carroll D. Vinson

/s/Robert D. Long, Jr. Controller and Principal Date: March 25, 1996
Robert D. Long, Jr. Accounting Officer

INDEX OF EXHIBITS

EXHIBIT NO. DOCUMENT DESCRIPTION

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).

10.3 Assignment and Assumption 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).

10.4 Construction Management Cost Reimbursement Agreement
dated January 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).

10.5 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).

10.6 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).

10.7 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, 1991).

10.8 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).

10.9 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).

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

10.11 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).

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

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

10.14 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. (Incorporated
by reference to Form 8-K dated December 8, 1994)

10.15 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).

11 Statement regarding computation 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 in 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).

EXHIBIT "C"

FORM 10-QSB.--QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Quarterly or Transitional Report

(As last amended by 34-32231, eff. 6/3/93.)

U.S. Securities and Exchange Commission
Washington, D.C. 20549

Form 10-QSB

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

For the quarterly period ended March 31, 1996

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

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

Commission file number 0-16682

JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2
(Exact name of small business issuer as specified in its charter)

California 94-3032501
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices) (Zip Code)

Issuer's telephone number (864) 239-1000

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

a) JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

BALANCE SHEET
(Unaudited)

(in thousands, except unit data)
March 31, 1996

Assets
Cash and cash equivalents $ 495
Accounts receivable 5
Escrows for taxes 21
Prepaid and other assets 8
Investment properties:
Land $ 650
Buildings and related personal property 1,536
2,186
Less accumulated depreciation (427) 1,759

$2,288

Liabilities and Partners' Capital (Deficit)

Liabilities
Accounts payable $ 1
Accrued taxes 12
Other liabilities 31

Partners' Capital (Deficit)
General partner $ (37)
Corporate limited partners - on behalf
of the Unitholders - (67,814 Units
issued and outstanding) 2,281 2,244

$2,288

See Accompanying Notes to Consolidated Financial Statements

b) JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

STATEMENTS OF OPERATIONS
(Unaudited)
(in thousands, except unit data)

Three Months Ended
March 31,
1996 1995
Revenues:
Rental income $ 99 $ 87
Other income 9 9
Total revenues 108 96

Expenses:
Operating 19 23
General and administrative 9 15
Maintenance 4 4
Depreciation 20 20
Property taxes 12 12
Total expenses 64 74

Net income $ 44 $ 22

Net income allocated to general partner (1%) $ 1 $ --
Net income allocated to Unitholders (99%) 43 22
$ 44 $ 22

Net income per Unit of Depositary Receipt: $ .63 $ .32

See Accompanying Notes to Consolidated Financial Statements

c) JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

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

Unitholders
Units of
Units of Depositary
Depositary General Receipts
Receipts Partner (Note A) Total
<S> <C> <C> <C> <C>
Original capital contributions 68,854 $ 1 $6,885 $6,886

Partners' capital (deficit)
at December 31, 1995 67,814 $ (38) $2,238 $2,200

Net income for the three months
ended March 31, 1996 -- 1 43 44

Partners' capital (deficit) at
March 31, 1996 67,814 $ (37) $2,281 $2,244

<FN>
See Accompanying Notes to Consolidated Financial Statements
</TABLE>

d) JOHNSTOWN/CONSOLIDATED INCOME PARTNERS/2

STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)

Three Months Ended
March 31,
1996 1995
Cash flows from operating activities:
Net income $ 44 $ 22
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 20 20
Change in accounts:
Accounts receivable 1 (4)
Escrows for taxes (12) (8)
Prepaid and other assets 5 (5)
Accounts payable (4) (3)
Accrued taxes 12 12
Other liabilities 5 22

Net cash provided by
operating activities
71 56
Cash flows from investing activities:
Property improvements and replacements -- (1)
Purchase of securities available for sale -- (80)
Proceeds from sale of securities available
for sale -- 109

Net cash provided by
investing activities -- 28

Cash flows from financing activities: -- --

Net increase in cash and cash equivalents 71 84

Cash and cash equivalents at beginning of period 424 152

Cash and cash equivalents at end of period $ 495 $ 236

See Accompanying Notes to Consolidated Financial Statements

Note A - Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
In the opinion of the General Partner, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have been
included. Operating results for the three month period ended March 31, 1996,
are not necessarily indicative of the results that may be expected for the
fiscal year ending December 31, 1996. For further information, refer to the
financial statements and footnotes thereto included in the annual report on Form
10-KSB for the fiscal year ended December 31, 1995, for Johnstown/Consolidated
Income Partners/2 (the "Partnership").

Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.

Units of Depositary Receipts

Johnstown/Consolidated Depositary Corporation/2 (the "Corporate Limited
Partner"), an affiliate of the former general partner, serves as a depositary of
certain Units of Depositary Receipts ("Units"). The Units represent economic
rights attributable to the limited partnership interests in the Partnership and
entitle the holders thereof ("Unitholders") to certain economic benefits,
allocations and distributions of the Partnership.

Note B - Transactions with Affiliated Parties

The Partnership has paid the property management fees noted below based upon
collected gross rental revenues for property management services in each of the
three months ended March 31, 1996 and 1995. Fees paid to Insignia and
affiliates for the three months ended March 31, 1996 and 1995 are presented
below. These expenses are included in operating expenses.

For the Three Months Ended
March 31,
1996 1995
(in thousands)

Property management fees $6 $6

Note B - Transactions with Affiliated Parties (continued)

The Partnership Agreement also provides for reimbursement to the General Partner
and its affiliates for costs incurred in connection with the administration of
Partnership activities. The General Partner and its affiliates received
reimbursements as reflected in the following table:

For the Three Months Ended
March 31,
1996 1995
(in thousands)

Reimbursement for services of affiliates $4 $9

In July 1995, the Partnership began insuring its properties under a master
policy through an agency and 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 current year's master policy. The current agent
assumed the financial obligations to the affiliate of the General Partner, who
receives payment on these obligations from the agent. The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.

Note C - Commitment

The Partnership is required by the Partnership Agreement to maintain working
capital for contingencies of not less than 3% 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. Cash and cash equivalents of
approximately $495,000 at March 31, 1996, exceeded the Partnership's reserve
requirement of approximately $73,000.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

The Partnership's investment property consists of a two-thirds interest in a
mini-warehouse. The following table sets forth the average occupancy of the
property for the three months ended March 31, 1996 and 1995:

Average Occupancy
1996 1995

Florida #6 Mini-Warehouse 91% 94%
Lauderhill, Florida

The decrease in occupancy is due to increased competition from similar
facilities in the area.

The Partnership realized net income of $44,000 for the three months ended March
31, 1996, compared to net income of $22,000 for the three months ended March 31,
1995. The increase in net income is due to an increase in rental income
resulting from an overall increase in rental rates at the Partnership's sole
investment property as well as a decrease in operating and general and
administrative expenses. Operating expenses decreased due to reduced personnel
costs. General and administrative expenses decreased due to reduced expense
reimbursements related primarily to the efforts of the Dallas partnership
administration staff during the management transition period in 1995.

At March 31, 1996, the Partnership held cash and cash equivalents of
approximately $495,000 compared to approximately $236,000 at March 31, 1995.
Net cash provided by operations increased primarily due to increased net income,
as discussed above. No cash was provided by or used in either investing or
financing activities in the three months ended March 31, 1996.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the property to adequately maintain the physical assets
and other operating needs of the Partnership. Such assets are currently thought
to be sufficient for any near-term needs of the Partnership. Future cash
distributions will depend on the levels of net cash generated from operations,
property sales and the availability of cash reserves. As part of the
Partnership's ongoing attempt to maximize the return to the Unitholders, the
Partnership is exploring the possibility of selling the commercial property in
which it has invested. Currently, disposition is not considered imminent.
Additionally, other investing parties are involved who must be consulted before
such a transaction can be consummated. The General Partner intends to solicit
the Unitholders of the Partnership to amend the Partnership Agreement to
authorize the General Partner to sell all or substantially all of the
Partnership's assets to unaffiliated entities pursuant to a binding agreement to
be entered into on or before December 31, 1996, at a price of not less than
$2,000,000. A consequence of the closing of such a sale would likely be the
dissolution and termination of the Partnership. During the first three months
of 1996 or 1995, no cash distributions were declared or paid.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

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

(b) Reports on Form 8-K

None.

SIGNATURES

In accordance with the requirements 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/2

By: CONCAP EQUITIES, INC.
General Partner

By: /s/ Carroll D. Vinson
Carroll D. Vinson
President

By: /s/ Robert D. Long, Jr.
Robert D. Long, Jr.
Vice President/CAO

Date: May 3, 1996