FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 , LP

Exhibit 3.3

FOURTH AMENDMENT
TO
THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
OF
CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3 , LP

This FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF CONSOLIDATED CAPITAL INSTITUTIONAL PROPERTIES/3, LP, dated as of August 29, 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 Institutional Properties/3, a California limited partnership (the “ California Partnership ”), and Consolidated Capital Institutional Properties/3, LP, a Delaware limited partnership (the “ Delaware Partnership ”), are parties to an Agreement and Plan of Merger, dated as of August 29, 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 Second Amended and Restated Limited Partnership Agreement of Consolidated Capital Institutional Properties/3, made as of May 22, 1984, and amended and restated as of May 1, 1985 and as of July 15, 1985, as amended by the First amendment, dated as of October 23, 1990, the Second Amendment, dated as of October 23, 1990, and the Third Amendment, dated as to October 12, 2006 (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 Institutional Properties/3 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 May 22, 1984, and amended and restated as of May 1, 1985 and as of July 15, 1985.  Pursuant to an Agreement and Plan of Merger, dated as of August 29, 2008, by and between the California Partnership and Consolidated Capital Institutional Properties/3, 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 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 Survivi