EIGHTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL PROPERTIES IV, LP

Exhibit 3.2

EIGHTH AMENDMENT
TO
THE LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL PROPERTIES IV, LP

This EIGHTH AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL PROPERTIES IV, LP, dated as of March 18, 2008 (this “ Amendment ”), is by and among ConCap Equities, Inc., a Delaware corporation (the “ General Partner ”), and the Limited Partners.  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 Properties IV, a limited partnership (the “ California Partnership ”), and Consolidated Capital Properties IV, LP, a Delaware limited partnership (the “ Delaware Partnership ”), are parties to an Agreement and Plan of Merger, dated as of March 18, 2008 (the “ Merger Agreement ”);

WHEREAS, pursuant to the Merger Agreement, the California Partnership will be merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity;

WHEREAS, pursuant to the Merger Agreement, at the effective time of the merger, the Limited Partnership Agreement of Consolidated Capital Properties IV, dated as of September 22, 1981, as amended immediately prior to the effective time of the merger (the “ Partnership Agreement ”), and as further amended by this Amendment, will become the partnership agreement of the Delaware Partnership; and

WHEREAS, the merger will be effected upon the approval or consent of (i) the general partner of both the California Partnership and the Delaware Partnership, and (ii) a majority in interest of each class of limited partners of both the California Partnership and the Delaware Partnership. 

                                NOW, THEREFORE, in consideration of these premises and of the mutual provisions, conditions and covenants herein contained, the parties hereto do hereby agree as follows:

1.                     Amendments to the Partnership Agreement .  At the effective time of the Merger, the Partnership Agreement shall be amended as follows:

(a)                  Section 1.01 of the Partnership Agreement is hereby amended and restated to read in its entirety as follows:

" 1.01  Formation and Agreement of Limited Partnership.   Consolidated Capital Properties IV was originally formed as a limited partnership (the "California Partnership") pursuant to the provisions of the California Uniform Limited Partnership Act as set forth in Title 2, Chapter 2, of the California Corporations Code, upon the terms and conditions set forth in an agreement made as of September 23, 1981.  Pursuant to an Agreement and Plan of Merger, dated as of March 18, 2008, by and between the California Partnership and Consolidated Capital Properties IV, LP, a Delaware limited partnership (the "Delaware Partnership"), the California Partnership was merged with and into the Delaware Partnership, with the Delaware Partnership as the surviving entity (the "Surviving Entity") in the merger (the "Merger").  At the effective time of the Merger (the "Effective Time"), the Merger had the effect provided by applicable law, and the following consequences:  (a)  the certificate of limited partnership of the Delaware Partnership in effect immediately prior to the Effective Time became the certificate of limited partnership of the Surviving Entity; (b) the limited partnership agreement of the California Partnership in effect immediately prior to the Effective Time, as amended as set forth on Annex A to the Merger Agreement, became the partnership agreement of the Surviving Entity (as so amended, the "Agreement"); (c) ConCap Equities, Inc., a Delaware corporation, remained as sole managing General Partner of the Surviving Entity, and its interest in the California Partnership immediately prior to the Effective Time was converted into an equivalent interest in the Surviving Entity; (d) the interest of the general partner in the Delaware Partnership immediately prior to the Effective Time was cancelled; (e) each limited partner in the California Partnership became a limited partner in the Surviving Entity, with an interest in the Surviving Entity equiv