United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~June~~September 30, 2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ____________

Commission file number 0-11149

CAPITAL REALTY INVESTORS, LTD.

(Exact Name of Issuer as Specified in its Charter)

District of Columbia	52-1219926
(State of Incorporation)	(I.R.S. Employer Identification No.)

11200 Rockville Pike
Rockville, MD	20852
(Address of Principal Executive Offices)	(ZIP Code)

(301) 468-9200

(Issuer’s Telephone Number, Including Area Code)

_____________________

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o

Non-accelerated filer (Do not check if a smaller reporting company) o Smaller reporting company x

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

CAPITAL REALTY INVESTORS, LTD.

INDEX TO FORM 10-Q

FOR THE THREE AND ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2011

		Page
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Balance Sheets
	- June 30, 2011 and December 31, 2010	1
	- September 30, 2011 and December 31, 2010	1
	Statements of Operations and Accumulated Gain
	- for the three and six months ended June 30, 2011 and 2010	2
	- for the three and nine months ended September 30, 2011 and 2010	2
	Statements of Cash Flows
	- for the six months ended June 30, 2011 and 2010	3
	- for the nine months ended September 30, 2011 and 2010	3
	Notes to Financial Statements
	- June 30, 2011 and 2010	4
	- September 30, 2011 and 2010	4
Item 2.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations	10
Item 4.	Controls and Procedures	11
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 5.	Other Information	12
Item 6.	Exhibits	12
Signature		13

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITAL REALTY INVESTORS, LTD.

BALANCE SHEETS

ASSETS

(Unaudited)

	June 30,		December 31,
	September 30,		December 31,
	2011		2010
	(Unaudited)
Investments in and advances to partnerships	$	4,~~510~~836,~~417~~688	$	4,021,281
Cash and cash equivalents		2,~~318~~247,~~796~~937		2,552,538
Acquisition fees, principally paid to related parties,
net of accumulated amortization of $187,766 and $184,526, respectively		71,389		74,629
net of accumulated amortization of $189,386 and $184,526, respectively		69,769		74,629
Property purchase costs,
net of accumulated amortization of $48,650 and $47,819, respectively		18,195		19,026
net of accumulated amortization of $49,066 and $47,819, respectively		17,779		19,026
Other assets		~~17,983~~529		2,911
Total assets	$	67,~~936~~172,~~780~~702	$	6,670,385

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses	$	7047,~~333~~928		$	41,465
Total liabilities		7047,~~333~~928			41,465
Commitments and contingencies
Partners' capital:
Capital paid in:
General Partners		14,000			14,000
Limited Partners		24,837,000			24,837,000
		24,851,000			24,851,000
Less:
Accumulated distributions to partners		(16,251,682	)		(16,251,682	)
Offering costs		(2,689,521	)		(2,689,521	)
Accumulated gain		~~956~~1,~~650~~214,977			719,123
Total partners' capital		67,~~866~~124,~~447~~774			6,628,920
Total liabilities and partners' capital	$	67,~~936~~172,~~780~~702		$	6,670,385

The accompanying notes are an integral part

of these financial statements.

- 1 -

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITAL REALTY INVESTORS, LTD.

STATEMENTS OF OPERATIONS

AND ACCUMULATED GAIN

(Unaudited)

	For the three months ended						For the ~~six~~nine months ended
	June 30						June 30,
	September 30,						September 30,
	2011			2010			2011			~~2011~~2010
Share of income from partnerships	$	~~265~~345,~~041~~116		$	8761,~~326~~068		$	~~488~~834,~~893~~009		$	~~262~~324,~~968~~036
Other revenue and expenses:
Revenue:
Interest and other		1415,~~611~~190			~~4,073~~--			2944,~~597~~787			8,040
Expenses:
General and administrative		7853,~~676~~392			8259,~~977~~748			~~136~~189,~~405~~796			~~166~~225,~~002~~751
Professional fees		1422,~~593~~750			3621,~~076~~414			92115,~~883~~633			~~116~~138,~~753~~166
Management fee		23,802			23,802			4771,~~604~~406			4771,~~604~~406
Amortization of deferred costs		2,~~036~~035			2,036			46,~~071~~107			46,~~072~~108
		119,107			144,891			280,963			334,431
		101,979			107,000			382,942			441,431
Total other revenue and expenses		(~~104~~86,~~496~~789	)		(~~140~~107,~~818~~000	)		(~~251~~338,~~366~~155	)		(~~326~~433,391	)
Net income (loss)		~~160~~258,~~545~~327			(5345,~~492~~932	)		~~237~~495,~~527~~854			(63109,~~423~~355	)
Accumulated gain, beginning of period		~~796~~956,~~105~~650			~~412~~358,~~214~~722			719,123			422,145
Accumulated gain, end of period	$	~~956~~1,~~650~~214,977		$	~~358~~312,~~722~~790		$	~~956~~1,~~650~~214,977		$	~~358~~312,~~722~~790
Net income (loss) allocated to
General Partners (3%)	$	47,~~816~~750		$	(1,~~605~~378	)	$	714,~~126~~876		$	(13,~~903~~281	)
Net income (loss) allocated to
Limited Partners (97%)	$	~~155~~250,~~729~~577		$	(5144,~~887~~554	)	$	~~230~~480,~~401~~978		$	(61106,~~520~~074	)
Net income (loss) per unit of Limited Partner
Interest, based on 24,747 units outstanding	$	610.2913		$	(21.1080	)	$	919.3144		$	(24.4929	)

The accompanying notes are an integral part

of these financial statements.

- 2 -

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITAL REALTY INVESTORS, LTD.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six month ended
	For the nine months ended
	June 30,
	September 30,
	2011			2010
Cash flows from operating activities:
Net income (loss)	$	~~237~~495,~~527~~854		$	(63109,~~423~~355	)
Adjustments to reconcile net income (loss) to net cash
used in operating activities:
Share of income from partnerships		(~~488~~834,~~893~~009	)		(~~262~~324,~~968~~036	)
Amortization of deferred costs		46,~~071~~107			46,~~072~~108
Changes in assets and liabilities:
Decrease in other assets		12,~~588~~382			--
Increase in accounts payable and accrued expenses		286,~~868~~463			3523,~~915~~177
Increase in accrued interest receivable on advances
to local partnership		(1625,~~903~~495	)		--
Net cash used in operating activities		(~~233~~348,~~742~~698	)		(~~286,~~404,106	)
Cash flows from investing activities:
Advance to local partnership		--			(100,000	)
Receipt of distribution from partnership		--44,097			24,716
Net cash used in investing activities		--44,097			(75,284	)
Net decrease in cash and cash equivalents		(233,742	)		(361,688	)
Cash flows from financing activities:
Distribution to Limited Partners		--			(742,410	)
Net cash used in financing activities:		--			(742,410	)
Net decrease in cash and cash equivalents		(304,601	)		(1,221,800	)
Cash and cash equivalents, beginning of period		2,552,538			3,850,033
Cash and cash equivalents, end of period	$	2,~~318~~247,~~796~~937		$	32,~~488~~628,~~345~~233
Significant non-cash activity:
Distribution receivable included in
investments in partnerships	$	16,660		$	--

The accompanying notes are an integral part

of these financial statements.

- 3 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2011 and 2010

(Unaudited)

1. ORGANIZATION

Capital Realty Investors, Ltd. (the “Partnership”) is a limited partnership which was formed under the District of Columbia Limited Partnership Act on June 1, 1981. The Partnership was formed for the purpose of raising capital by offering and selling limited partnership interests and then investing in limited partnerships ("Local Partnerships"), each of which owns and operates an existing rental housing project which was originally financed and/or operated with one or more forms of rental assistance or financial assistance from the U.S. Department of Housing and Urban Development ("HUD"). The Partnership originally made investments in eighteen Local Partnerships. As of ~~June~~September 30, 2011, the Partnership retained investments in six Local Partnerships.

The General Partners of the Partnership are C.R.I., Inc. (“CRI”), which is the Managing General Partner, current and former shareholders of CRI and Rockville Pike Associates, Ltd., a Maryland limited partnership, which includes the shareholders of CRI and certain former officers and employees of CRI. Services for the Partnership are performed by CRI, as the Partnership has no employees of its own.

2. BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (US GAAP) and with the instructions to Form 10-Q. Certain information and accounting policies and footnote disclosures normally included in financial statements prepared in conformity with US GAAP have been condensed or omitted pursuant to such instructions. These condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Partnership's annual report on Form 10-K at December 31, 2010.

In the opinion of CRI, the Managing General Partner of the Partnership, the accompanying unaudited financial statements reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the financial position of the Partnership as of ~~June~~September 30, 2011, and the results of its operations and its cash flows for the three and ~~six~~nine month periods ended ~~June~~September 30, 2011 and 2010. The results of operations for the interim period ended ~~June~~September 30, 2011, are not necessarily indicative of the results to be expected for the full year.

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS

At ~~June~~September 30, 2011 and 2010, the Partnership had limited partnership equity interests in six Local Partnerships, each of which owned an apartment complex.

A schedule of the apartment complexes owned by the Local Partnerships in which the Partnership is invested is provided below:

- 4 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2011 and 2010

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

PROPERTY	CITY	STATE	UNITS
Capitol Commons	Lansing	MI	200
Chestnut	Fresno	CA	90
Hillview Terrace	Traverse City	MI	125
New Sharon Woods	Deptford	NJ	50
Shallowford Oaks	Chamblee	GA	204
Westwood Village	New Haven	CT	48

Under the terms of the Partnership's investment in each Local Partnership, the Partnership was required to make capital contributions to the Local Partnerships. These contributions were payable in installments upon each Local Partnership achieving specified levels of construction and/or operations. At ~~June~~September 30, 2011 and 2010, all such capital contributions had been paid to the Local Partnerships.

a. Summarized financial information

The Combined Statements of Operations for the six Local Partnerships in which the Partnership was invested as of ~~June~~September 30, 2011 and 2010, respectively, follow. The combined statements have been compiled from information supplied by the management agents of the Local Partnership properties and are unaudited. The information for each of the periods is presented separately for those Local Partnerships which have investment basis (equity method), and for those Local Partnerships which have cumulative losses in excess of the amount of the Partnership’s investments in those Local Partnerships (equity method suspended). Appended after the combined statements is information concerning the Partnership’s share of income from partnerships related to cash distributions recorded as income, and related to the Partnership’s share of income from Local Partnerships.

- 5 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2011 and 2010

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended
	June 30,
	September 30,
	2011						2010
	Equity						Equity
	Method			Suspended			Method			Suspended
Number of Local Partnerships		3	(a)		3	(b)		2	(c)		4	(d)
Revenue:
Rental	$	~~927~~935,~~577~~602		$	~~527~~651,~~371~~793		$	~~717~~709,~~373~~607		$	~~824~~805,~~502~~208
Other		9493,~~453~~792			1014,~~059~~368			7983,~~658~~379			313,~~482~~972
Total revenue		1,~~022~~029,~~030~~394			~~537~~666,~~430~~161			~~797~~792,~~031~~986			~~855~~809,~~984~~180
Expenses:
Operating		~~517~~461,~~516~~531			~~455~~696,~~223~~477			~~379~~504,~~254~~061			~~528~~641,~~518~~662
Interest		93,288			139,693			109,696			157,671
Depreciation and amortization		113,626			80,674			116,916			91,585
Total expenses		~~724~~668,~~430~~445			~~675~~916,~~590~~844			~~605~~730,~~866~~673			~~777~~890,~~774~~918
Net income (loss)	$	~~297~~360,~~600~~949		$	(~~138~~250,~~160~~683	)	$	~~191~~62,~~165~~313		$	78(81,~~210~~738)
Cash distribution	$	1627,~~660~~437		$	--		$	~~24,716~~--		$	--
Interest payment recorded as
expense	$	--			(8,~~498~~592	)	$	--		$	--
Partnership's share of Local
Partnership net income		~~273~~353,~~539~~708			--			~~187~~61,~~326~~068			--
Advance to Local Partnership		--			--			--			~~(100,000~~--	)
Share of income from partnerships		$~~265~~345,~~041~~116						$8761,~~326~~068

- 6 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2011 and 2010

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

For the six months ended

For the nine months ended

June 30,

September 30,

2011

2010

Equity

Method

Suspended

Method

Suspended

Number of Local Partnerships

(a)

(b)

(c)

(d)

Revenue:

Rental

12,~~832~~767,~~309~~911

1,~~194~~846,~~717~~510

12,~~434~~143,~~290~~897

12,~~671~~476,~~602~~810

Other

~~171~~265,~~709~~501

2641,~~773~~141

~~137~~221,~~899~~278

4549,~~049~~021

Total revenue

23,~~004~~033,~~018~~412

1,~~221~~887,~~490~~651

12,~~572~~365,~~189~~175

12,~~716~~525,~~651~~831

Expenses:

Operating

1,~~006~~468,~~489~~020

~~913~~1,~~573~~610,050

~~748~~1,~~561~~252,623

1,~~148~~789,~~123~~786

Interest

~~186~~279,~~577~~865

~~279~~419,~~387~~080

~~219~~329,~~391~~087

~~315~~473,~~341~~012

Depreciation and amortization

~~227~~340,~~252~~878

~~161~~242,~~348~~022

~~233~~350,~~832~~747

~~183~~274,~~170~~754

Total expenses

12,~~420~~088,~~318~~763

12,~~354~~271,~~308~~152

1,~~201~~932,~~784~~457

12,~~646~~537,~~634~~552

Net income (loss)

~~583~~944,~~700~~649

(~~132~~383,~~818~~501

)

~~370~~432,~~405~~718

70(11,~~017~~721

)

Cash distribution

1644,~~660~~097

~~24,716~~--

Interest payouts recorded

as expense

(1625,~~903~~495

)

Partnership’s share of Local

Partnership net income

~~505~~859,~~796~~504

~~362~~424,~~968~~036

Advance to Local Partnership

(100,000

)

Share of income from partnerships

$~~488~~834,~~893~~009

$~~262~~324,~~968~~.036

____________________

(a) Capital Commons; Chestnut; Westwood Village

(b) Hillview Terrace; New Sharon Woods; Shallowford Oaks

(d) Hillview Terrace; New Sharon Woods; Shallowford Oaks; Westwood Village

Cash distributions received from Local Partnerships which have investment basis (equity method) are recorded as a reduction of investments in partnerships and as cash receipts on the respective balance sheets. Cash distributions received from Local Partnerships which have cumulative losses in excess of the amount of the Partnership’s investments in those Local Partnerships (equity method suspended) are recorded as share of income from partnerships on the respective statements of operations and as cash receipts on the respective balance sheets. As of ~~June~~September 30, 2011, the Partnership's share of cumulative losses to date for three of six Local Partnerships exceeded the amount of the Partnership's investments in those Local Partnerships by $45,~~825~~071,~~269~~443. As of ~~June~~September 30, 2010, the Partnership’s share of cumulative losses to date for four or six Local Partnerships exceeded the amount of the Partnership’s investments in those Local Partnerships by $4,~~905~~983,~~293~~274. As the Partnership has no further obligation to advance funds or provide financing to these Local Partnerships, the excess losses have not been reflected in the accompanying financial statements.

- 7 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2011 and 2010

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

b. Advances to Local Partnerships

As of ~~June~~September 30, 2011 and December 31, 2010, the Partnership had advanced funds, including accrued interest, totaling $~~997~~1,~~251~~005,843 and $980,348, respectively, to ARA Associates-Shangri-La Ltd. (Shallowford Oaks). On April 15, 2010, the Partnership advanced $100,000 to Shallowford Oaks for operating expenses. For financial reporting purposes, these loans have been reduced to zero by the Partnership as a result of losses at the Local Partnership level during prior years. As a result, the amount advanced has been reflected as a reduction of share of income from the Partnership in 2011 and 2010.

On December 19, 2002, the Local Partnership which owned the Baltic Plaza apartments sold the property. Cash proceeds received by the Partnership totaled $2,053,358. As part of the consideration, the Local Partnership took back a 30-year purchase money note in the principal amount of $2,300,000, collateralized by the partnership interests of the general partner of the maker/purchaser. The Local Partnership assigned the purchase money note to an escrow for the benefit of its partners (with CRI serving as escrow agent), so that the Local Partnership entity could be dissolved. The purchase money note bears interest at 4.6% compounded annually, and requires a minimum annual payment equal to 50% of the maker/purchaser’s annual audited cash flow, as defined, with the balance of unpaid principal, if any, plus accrued interest, due and payable on December 31, 2032. As of ~~June~~September 30, 2011, no payments of principal or interest have been received on this purchase money note. The Partnership’s 98% beneficial interest in this purchase money note is reflected in the accompanying balance sheets at ~~June~~September 30, 2011 and December 31, 2010, at its original principal balance of $2,300,000 plus estimated accrued but unpaid interest, all discounted to $619,000 to provide for an effective interest rate commensurate with the investment risk. The resulting discounted amount has been fully reserved due to uncertainty of collection of the purchase money note and related interest.

4. RELATED PARTY TRANSACTIONS

In accordance with the terms of the Partnership Agreement, the Partnership is obligated to reimburse the Managing General Partner or its affiliates for certain direct expenses and payroll expenses in connection with managing the Partnership. Payroll expenses are reimbursed at a factor of 1.75 times base salary. For the three and ~~six~~nine month periods ended ~~June~~September 30, 2011, the Partnership paid $3433,~~117~~214 and $82115,~~397~~611, respectively, and $4243,~~488~~505 and $87130,~~142~~647 for the three and ~~six~~nine month periods ended ~~June~~September 30, 2010, respectively, to the Managing General Partner or its affiliates as direct reimbursement of expenses incurred on behalf of the Partnership. In addition, certain employees of the Managing General Partner provided legal and tax accounting services to the Partnership. These are reimbursed comparable to third party service charges. For the three and ~~six~~nine month periods ended ~~June~~September 30, 2011, the Partnership paid $2512,~~860~~999 and $4457,362, respectively, and $3424,~~269~~901 and $4368,~~394~~295 for the three and ~~six~~nine month periods ended ~~June~~September 30, 2010, respectively, to the Managing General Partner or its affiliates for these services. Such reimbursed expenses are included in the accompanying statements of operations as general and administrative expenses.

- 8 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

~~June~~September 30, 2011 and 2010

(Unaudited)

4. RELATED PARTY TRANSACTIONS - Continued

In accordance with the terms of the Partnership Agreement, the Partnership is obligated to pay the Managing General Partner an annual incentive management fee (“Management Fee”) after all other expenses of the Partnership are paid. The Partnership paid the Managing General Partner a Management Fee of $23,802 for each of the three month periods ended ~~June~~September 30, 2011 and 2010, and $4771,~~604~~406 for each of the ~~six~~nine month periods ended ~~June~~September 30, 2011 and 2010.

5. CASH DISTRIBUTIONS

On July 26, 2010, the Partnership paid a cash distribution of $742,410 ($30 per unit) to the Limited Partners who were holders of record as of July 1, 2010.

6. CASH CONCENTRATION RISK

Financial instruments that potentially subject the Partnership to concentrations of risk consist primarily of cash. The Partnership maintains two cash accounts at SunTrust Bank and three cash accounts at Eagle Bank. As of ~~June~~September 30, 2011, the uninsured portion of the cash balances was $1,~~914~~921,~~885~~483.

~~-9-~~ 7. SUBSEQUENT EVENT

On November 1, 2011, the mortgage holder for Shallowford Oaks, LSREF2 Chalk 2, LLC, foreclosed on the property and became the new owner of the property pursuant to a nonjudicial foreclosure sale under the power of sale clause contained in its loan documents. As this event did not occur until after September 30, 2011, the date of these financial statements, the Partnership has reported its investment in Shallowford Oaks in operations.

- 9 -

Part I.	FINANCIAL INFORMATION
Item 2.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations section is based on the financial statements, and contains information that may be considered forward looking, including statements regarding the effect of governmental regulations. Actual results may differ materially from those described in the forward looking statements and will be affected by a variety of factors including national and local economic conditions, the general level of interest rates, governmental regulations affecting the Partnership and interpretations of those regulations, the competitive environment in which the Partnership operates, and the availability of working capital.

Critical Accounting Policies and Estimates

The Partnership has disclosed its selection and application of significant accounting policies in Note 1 of the notes to financial statements included in the Partnership’s annual report on Form 10-K at December 31, 2010. The Partnership accounts for its investments in partnerships (Local Partnerships) by the equity method because the Partnership is a limited partner in the Local Partnerships. As such the Partnership has no control over the selection and application of accounting policies, or the use of estimates, by the Local Partnerships. Environmental and operational trends, events and uncertainties that might affect the properties owned by the Local Partnerships would not necessarily have a significant impact on the Partnership’s application of the equity method of accounting, since the equity method has been suspended for ~~four~~three Local Partnerships which have cumulative losses in excess of the amount of the Partnership’s investments in those Local Partnerships. The Partnership reviews property assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Recoverability is measured by a comparison of the carrying amount of an asset to the estimated future net cash flows expected to be generated by the asset. If an asset were determined to be impaired, its basis would be adjusted to fair value through the recognition of an impairment loss.

Financial Condition/Liquidity

The Partnership's liquidity, with unrestricted cash resources of $2,~~318~~247,~~796~~937 as of ~~June~~September 30, 2011, along with anticipated future cash distributions from the Local Partnerships, is expected to be adequate to meet its current and anticipated operating cash needs. As of ~~August~~November 2317, 2011, there were no material commitments for capital expenditures.

The Partnership closely monitors its cash flow and liquidity position in an effort to ensure that sufficient cash is available for operating requirements. For the ~~six~~nine month period ended ~~June~~September 30, 2011, existing cash resources were adequate to support net cash used in operating activities. Cash and cash equivalents decreased $~~233~~304,~~742~~601 during the ~~six~~nine month period ended ~~June~~September 30, 2011, primarily due to operating costs.

Results of Operations

The Partnership recognized an increase in the net income of $~~214~~304,~~037~~259 for the three month period ended ~~June~~September 30, 2011 as compared to 2010, primarily due to an increase in the share of income from Local Partnerships and, an increase in interest income ~~and a reduction in professional fees~~.

The Partnership recognized an increase in the net income of $~~300~~605,~~950~~209 for the ~~six~~nine month period ended ~~June~~September 30, 2011 as compared 2010, primarily due to an increase in the share of income from Local Partnerships, an increase in interest income and reductions in general and administrative and professional fee expenses.

- 10 -

Part I.	FINANCIAL INFORMATION
Item 2.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations - Continued

For financial reporting purposes, the Partnership, as a limited partner in the Local Partnerships, does not record losses from the Local Partnerships in excess of its investment to the extent that the Partnership has no further obligation to advance funds or provide financing to the Local Partnerships. As a result, the Partnership's share of income from Local Partnerships for the three and nine month periods ended September 30, 2011, did not include losses of $238,562 and $428,424, compared to excluded losses of $106,676 and $139,907 for the three and nine month periods ended September 30, 2010, respectively.

~~For~~No ~~financial~~other ~~reporting~~significant ~~purposes,~~changes ~~the Partnership, as a limited partner~~ in the ~~Local Partnerships, does not record losses from the Local Partnerships in excess of its investment to the extent that the~~ Partnership ~~has no further obligation to advance funds or provide financing to the Local Partnerships. As a result, the Partnership~~'s ~~share~~operations ofhave ~~income~~taken ~~from~~place ~~Local~~during ~~Partnerships for~~ the three ~~and six~~ month ~~periods~~period ended ~~June~~September 30, 2011~~, did not include losses of $173,746 and $189,862, compared to excluded losses of $33,289 and $102,101 for the three and six month periods ended June 30, 2010, respectively~~.

No other significant changes in the Partnership's operations have taken place during the three month period ended June 30, 2011.

Certain states may assert claims against the Partnership for failure to withhold and remit state income tax on operating profit or where the sale(s) of property in which the Partnership was invested failed to produce sufficient cash proceeds with which to pay the state tax and/or to pay statutory partnership filing fees. The Partnership is unable to quantify the amount of such potential claims at this time. The Partnership has consistently advised its Partners that they should consult with their tax advisors as to the necessity of filing non-resident returns in such states with respect to their proportional taxes due.

Item 4.

Controls and Procedures

a) Disclosure Controls and Procedures.

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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Part II.	OTHER INFORMATION
Item 1.	Legal ~~Proceeding~~Proceedings

The Partnership is unaware of any pending or outstanding litigation involving it or the underlying investment property of the Local Partnerships in which the Partnership invests that are not of a routine nature arising in the ordinary course of business or that would have a material adverse effect on the business.

Item 5.

Other Information

There has not been any information required to be disclosed in a report on Form 8-K during the quarter ended ~~June~~September 30, 2011, but not reported, whether or not otherwise required by this Form 10-Q at ~~June~~September 30, 2011.

There is no established market for the purchase and sale of units of limited partner interest (Units) in the Partnership, although various informal secondary market services exist. Due to the limited markets, however, investors may be unable to sell or otherwise dispose of their Units.

On June 16, 2011, the Partnership issued a press release regarding an unsolicited tender offer commenced by Equity Resource Concord Fund LLC to purchase up to 295 Units in the Partnership.

On June 21, ~~2010~~2011, the Partnership issued a press release regarding an unsolicited tender offer commenced by Peachtree Partners for up to 4.9 percent of the Units in the Partnership.

Item 6.

Exhibits

Exhibit No.

Description

31.1	~~Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	~~Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	~~Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~	Certification of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99	Press Release dated June 16, 2011 Press Release dated June 21, 2011

All other items are not applicable.

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SIGNATURE

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.

		CAPITAL REALTY INVESTORS, LTD
		(Registrant)
		by: C.R.I., Inc.
		Managing General Partner
August 23, 2011		by: /s/ H. William Willoughby
December 8, 2011		by: /s/ H. William Willoughby
DATE		H. William Willoughby
		Director, President, Secretary,
		Principal Financial Officer and
		Principal Account Officer

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