EIGHTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

Exhibit 3.5

EIGHTH AMENDMENT
TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP

This EIGHTH AMENDMENT TO THE AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/2, LP, dated as of December 30, 2008 (this "Amendment"), is made by ConCap Equities, Inc., a Delaware corporation (the "General Partner"). All capitalized terms used in this Amendment but not otherwise defined herein shall have the respective meanings given to them in the Partnership Agreement (as defined below).

WHEREAS, Consolidated Capital Institutional Properties/2, LP, a Delaware limited partnership (the "Partnership"), is governed pursuant to the terms of that certain Limited Partnership Agreement of Consolidated Capital Institutional Properties/2, dated as of April 12, 1983, as amended to date (the "Partnership Agreement"); and

WHEREAS, Section 22.13 of the Partnership Agreement provides that the Series B Interests may be terminated upon a sale or other disposition of all or substantially all of the assets of such series; and

WHEREAS, the General Partner has completed the sale of all of the assets allocated to the Series B Inte