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 ~~September~~March 3031, ~~2011~~2012

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 ox

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~~companyx

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~~QUARTER ~~AND NINE MONTHS~~ ENDED ~~SEPTEMBER~~MARCH 3031, ~~2011~~2012

		Page
Part I	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements
	Balance Sheets
	Condensed Balance Sheets
	- September 30, 2011 and December 31, 2010	1
	- March 31, 2012 and December 31, 2011	1
	Statements of Operations and Accumulated Gain
	Condensed Statements of Operations and Accumulated Losses
	- for the three and nine months ended September 30, 2011 and 2010	2
	- for the three months ended March 31, 2012 and 2011	2
	Statements of Cash Flows
	Condensed Statements of Cash Flows
	- for the nine months ended September 30, 2011 and 2010	3
	- for the three months ended March 31, 2012 and 2011	3
	Notes to Financial Statements
	Notes to Condensed Financial Statements
	- September 30, 2011 and 2010	4
	- March 31, 2012 and 2011	4
Item 2.	Management's Discussion and Analysis of Financial Condition
	and Results of Operations	10
Item 4.	Controls and Procedures	1112
Part II	OTHER INFORMATION
Item 1.	Legal Proceedings	12
Item 5.	Other Information	1213
Item 6.	Exhibits	1213
Signature		1314

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITAL REALTY INVESTORS, LTD.

CONDENSED BALANCE SHEETS

ASSETS

(Unaudited)

	September 30,		December 31,
	March 31,		December 31,
	2011		2010
	2012		2011
	(Unaudited)
Investments in and advances to partnerships	$	5,637,286	$	5,297,827
Investments in and advances to partnerships	$	4,836,688	$	4,021,281
Cash and cash equivalents		2,061,135		2,194,867
Cash and cash equivalents		2,247,937		2,552,538
Acquisitions fees, principally paid to related parties,
Acquisition fees, principally paid to related parties,
net of accumulated amortization of $109,605 and $108,671,respectively		39,799		40,733
net of accumulated amortization of $189,386 and $184,526, respectively		69,769		74,629
Property purchase costs,
net of accumulated amortization of $49,066 and $47,819, respectively		17,779		19,026
net of accumulated amortization of $39,822 and $39,489, respectively		13,695		14,028
Other assets		529		2,911
Total assets	$	7,751,915	$	7,547,455
Total assets	$	7,172,702	$	6,670,385

LIABILITIES AND PARTNERS'’ CAPITAL

Accounts payable and accrued expenses	$	4759,~~928~~384		$	4166,~~465~~072
Total liabilities		4759,~~928~~384			4166,~~465~~072
Commitments and contingencies
Partners' capital:
Capital paid in:
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		1,~~214~~782,~~977~~734			~~719~~1,~~123~~571,586
Total partners' capital		7,~~124~~692,~~774~~531			67,~~628~~481,~~920~~383
Total liabilities and partners' capital	$	7,~~172~~751,~~702~~915		$	67,~~670~~547,~~385~~455

The accompanying notes are an integral part

of these financial statements.

- 1 -

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITAL REALTY INVESTORS, LTD.

CONDENSED STATEMENTS OF OPERATIONS

AND ACCUMULATED ~~GAIN~~LOSSES

(Unaudited)

	For the three months ended						~~For the nine months ended~~
	September 30,						September 30,
	March 31,
	2011			2010			2011			2010
	2012			2011
Share of income from partnerships	$	~~345~~339,~~116~~459		$	61223,~~068~~852		$	~~834,009~~		$	~~324,036~~
Other revenue and expenses:
Revenue:
Interest and other		153,~~190~~583			--14,986			~~44,787~~			~~8,040~~
Expenses:
General and administrative		5365,~~392~~325			5957,~~748~~729			~~189,796~~			~~225,751~~
Professional fees		2241,~~750~~500			2178,~~414~~290			~~115,633~~			~~138,166~~
Management fee		23,802			23,802			71,406			71,406
Management fees		23,802			23,802
Amortization of deferred costs		21,~~035~~267			2,~~036~~035			~~6,107~~			~~6,108~~
		101,979			107,000			382,942			441,431
		131,894			161,856
Total other revenue and expenses		(86128,~~789~~311	)		(~~107~~146,~~000~~870	)		~~(338,155~~	)		~~(433,391~~	)
Net income (loss)		258,327			(45,932	)		495,854			(109,355	)
Net income	$	211,148		$	76,982
Accumulated gain, beginning of period	$	~~956~~1,~~650~~571,586			~~358~~719,~~722~~123			~~719,123~~			~~422,145~~
Accumulated gain, end of period	$	1,~~214~~782,~~977~~734		$	~~312~~796,~~790~~105		$	~~1,214,977~~		$	~~312,790~~
Net income (loss) allocated to
Net income allocated to
General Partners (3%)	$	76,~~750~~335		$	(12,~~378~~309	)	$	~~14,876~~		$	~~(3,281~~	)
Net income (loss) allocated to
Net income allocated to
Limited Partners (97%)	$	~~250~~204,~~577~~813		$	~~(44~~74,~~554~~673	)	$	~~480,978~~		$	~~(106,074~~	)
Net income (loss) per unit of Limited Partner
Net income per unit of Limited Partner
Interest, based on 24,747 units outstanding	$	108.1328		$	(13.8002	)	$	~~19.44~~		$	~~(4.29~~	)

The accompanying notes are an integral part

of these financial statements.

- 2 -

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CAPITAL REALTY INVESTORS, LTD.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended
	For the three months ended
	September 30,
	March 31,
	2011			2010
	2012			2011
Cash flows from operating activities:
Net income (loss)	$	495,854		$	(109,355	)
Net income	$	211,148		$	76,982
Adjustments to reconcile net income (loss) to net cash
Adjustments to reconcile net loss income to net cash
used in operating activities:
Share of income from partnerships		(~~834~~339,~~009~~469	)		(~~324~~223,~~036~~852	)
Amortization of deferred costs		61,~~107~~267			62,~~108~~035
Changes in assets and liabilities:
Decrease in other assets		2,382			--
Increase in accounts payable and accrued expenses		6,463			23,177
Increase in accrued interest receivable on advances
to local partnership		~~(25,495~~	)		--(8,405	)
Net cash used in operating activities		(348,698	)		(404,106	)
Decrease in other assets		-			794
Cash flows from investing activities:
Increase (decrease) in accounts payable and accrued
Advance to local partnership		--			(100,000	)
expenses		(6,688	)		31,433
Receipt of distribution from partnership		44,097			24,716
Net cash used in operating activities		(133,732	)		(121,013	)
Net cash used in investing activities		44,097			(75,284	)
Net decrease in cash and cash equivalents		(133,732	)		(121,013	)
Cash flows from financing activities:
Cash and cash equivalents, beginning of year		2,194,867			2,552,538
Distribution to Limited Partners		--			(742,410	)
Cash and cash equivalents, end of year	$	2,061,135		$	2,431,525
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	$	2,247,937		$	2,628,233

The accompanying notes are an integral part

of these financial statements.

- 3 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

(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 ~~September~~March 3031, ~~2011~~2012, 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~~2011.

InFrom ~~the~~time ~~opinion~~to ~~of CRI~~time, ~~the~~new ~~Managing~~accounting ~~General~~pronouncements ~~Partner~~are ofissued ~~the~~by ~~Partnership,~~ the ~~accompanying~~Financial ~~unaudited~~Accounting ~~financial~~Standards ~~statements~~Board ~~reflect~~or ~~all~~other ~~adjustments,~~bodies ~~consisting~~that ofmay ~~normal~~have ~~recurring~~an ~~accruals,~~impact ~~necessary~~on ~~for a fair presentation of~~ the ~~financial position of the~~ Partnership’s asfinancial ofreporting ~~September~~or ~~30, 2011, and the results of its operations and its cash flows for the three and nine month periods ended September 30, 2011 and 2010~~accounting. The ~~results~~Partnership ofdoes ~~operations~~not ~~for~~believe ~~the~~that ~~interim~~any ~~period~~such ~~ended~~recently ~~September~~issued ~~30,~~pronouncement ~~2011,~~has ~~are~~had ~~not~~or ~~necessarily~~will ~~indicative~~have ofa ~~the~~material ~~results~~effect toon ~~be expected for~~ the ~~full~~Partnership’s ~~year~~financial statements.

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 March 31, 2012, and the results of its operations and its cash flows for the three month periods ended March 31, 2012 and 2011. The results of operations for the interim period ended March 31, 2012, are not necessarily indicative of the results to be expected for the full year.

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS

At ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, 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-

- 4 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

(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

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

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 September 30, 2011 and 2010, all such capital contributions had been paid to the Local Partnerships.

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
Westwood Village	New Haven	CT	48
Shallowford Oaks (a)	Chamblee	GA	204

(a)

Shallowford Oaks was foreclosed on during 2011. At March 31, 2012, the Partnership still has a limited partner interest in the Local Partnership.

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 March 31, 2012 and 2011, 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 ~~September~~March 3031, ~~2011~~2012 and ~~2010,~~March ~~respectively~~31, 2011 follow. The combined statements ~~have~~are ~~been~~ compiled ~~from~~based ~~information~~on ~~supplied~~estimates byfrom the ~~management~~audited ~~agents~~financial statements of the Local ~~Partnership~~Partnerships ~~properties~~at December 31, 2011 and 2010 and these estimates 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 CONDENSED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

	For the three months ended
	September 30,
	March 31,
	2011							2010
	2012							2011
	Equity							Equity
	Method			Suspended	~~Suspended~~			Method			Suspended
Number of Local Partnerships		3 (a)	~~(a)~~			3 (b)	~~(b)~~		2 (c)	~~(c)~~		4 (d)	~~(d)~~
Revenue:
Rental	$	~~935~~921,~~602~~244			$	~~651~~323,~~793~~352		$	~~709~~719,~~607~~161		$	~~805~~852,~~208~~917
Other		9390,~~792~~316				146,~~368~~163			8376,~~379~~478			317,~~972~~492
Total revenue		1,~~029~~011,~~394~~560				~~666~~329,~~161~~515			~~792~~795,~~986~~639			~~809~~870,~~180~~409
Expenses:
Operating		~~461~~505,~~531~~639				~~696~~243,~~477~~031			~~504~~363,~~061~~763			~~641~~583,~~662~~560
Interest		9357,~~288~~568				~~139~~40,~~693~~883			~~109~~82,~~696~~550			~~157~~150,~~671~~432
Depreciation and amortization		~~113~~101,~~626~~943				8032,~~674~~441			~~116~~112,~~916~~310			9181,~~585~~990
Total expenses		~~668~~665,~~445~~150				~~916~~316,~~844~~355			~~730~~558,~~673~~623			~~890~~815,~~918~~982
Net income (loss)	$	360,949			$	(250,683	)	$	62,313		$	(81,738)
Net income	$	346,410			$	13,160		$	237,016		$	54,427
Cash distribution	$	~~27,437~~--			$	--		$	--		$	--
Interest payment recorded as
expense	$	--				(8,592	)	$	--		$	--
Expense		--				--			--			(8,405
Partnership's share of Local
Partnership’s share of Local
Partnership net income	$	~~353~~339,~~708~~459			$	--		$	61232,~~068~~257		$	--
Advance to Local Partnership		--				--			--			--
Share of income from partnerships		$339,459						$223,852
Share of income from partnerships		$345,116							$61,068

- 6 -

CAPITAL REALTY INVESTORS, LTD.

NOTES TO FINANCIAL STATEMENTS

September 30, 2011 and 2010

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

COMBINED STATEMENTS OF OPERATIONS

(Unaudited)

	For the nine months ended
	September 30,
	2011						2010
	Equity						Equity
	Method			Suspended			Method			Suspended
Number of Local Partnerships		3	(a)		3	(b)		2	(c)		4	(d)
Revenue:
Rental	$	2,767,911		$	1,846,510		$	2,143,897		$	2,476,810
Other		265,501			41,141			221,278			49,021
Total revenue		3,033,412			1,887,651			2,365,175			2,525,831
Expenses:
Operating		1,468,020			1,610,050			1,252,623			1,789,786
Interest		279,865			419,080			329,087			473,012
Depreciation and amortization		340,878			242,022			350,747			274,754
Total expenses		2,088,763			2,271,152			1,932,457			2,537,552
Net income (loss)	$	944,649		$	(383,501	)	$	432,718		$	(11,721	)
Cash distribution	$	44,097		$	--		$	--		$	--
Interest payouts recorded
as expense	$	--		$	(25,495	)	$	--		$	--
Partnership’s share of Local
Partnership net income		859,504			--			424,036			--
Advance to Local Partnership		--			--			--			(100,000	)
Share of income from partnerships		$834,009						$324,.036

____________________

(a) Capital Commons; Chestnut; Westwood Village (b) Hillview Terrace; New Sharon Woods; Shallowford Oaks (c) Capital Commons; Chestnut (d) Hillview Terrace; New Sharon Woods; Shallowford Oaks; Westwood Village

Cash distributions received from Local Partnerships which have investment basis (bequity method) ~~Hillview~~ ~~Terrace;~~are ~~New~~recorded ~~Sharon~~as ~~Woods;~~a ~~Shallowford~~reduction ~~Oaks~~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 March 31, 2012 and 2011, the Partnership's share of cumulative losses to date for three of six and four of six Local Partnerships, exceeded the amount of the Partnership's investments in those Local Partnerships by $3,343,037 and $4,708,209, respectively. 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.

~~(c) Capital Commons; Chestnut~~-6-

(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 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 $5,071,443. As of 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 $4,983,274. 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 CONDENSED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

(Unaudited)

3. INVESTMENTS IN AND ADVANCES TO PARTNERSHIPS - Continued

b. Advances to Local Partnerships

As of ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, the Partnership had advanced funds, including accrued interest, totaling $~~1,005,843~~0 and $~~980~~1,~~348~~008,738, 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 ~~September~~March 3031, ~~2011~~2012, 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 ~~September~~March 3031, ~~2011~~2012 and December 31, ~~2010~~2011, 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.

4c. ~~RELATED~~Investment ~~PARTY TRANSACTIONS~~Reconciliation

InThe ~~accordance~~following ~~with~~is ~~the~~a ~~terms~~reconciliation of ~~the~~investments ~~Partnership Agreement, the Partnership is obligated to reimburse the Managing General Partner or its affiliates for certain direct expenses and payroll expenses~~ in ~~connection~~partnerships ~~with managing the Partnership. Payroll expenses are reimbursed~~ at aDecember ~~factor of 1.75 times base salary. For the three and nine month periods ended September 30~~31, 2011, ~~the Partnership paid $33,214~~ and ~~$115,611,~~March ~~respectively~~31, and $43,505 and $130,647 for the three and nine month periods ended September 30, 2010, respectively, to the Managing General Partner or its affiliates as direct reimbursement of expenses incurred on behalf of the Partnership2012. 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 nine month periods ended September 30, 2011, the Partnership paid $12,999 and $57,362, respectively, and $24,901 and $68,295 for the three and nine month periods ended 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 -

Investments in partnerships at December 31, 2011:	$5,297,827

Share of income from partnerships	339,459

Investments in partnerships at March 31, 2012:	$5,637,286

-7-

CAPITAL REALTY INVESTORS, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011

(Unaudited)

4. RELATED PARTY TRANSACTIONS ~~- Continued~~

In accordance with the terms of the Partnership Agreement, the Partnership is obligated to ~~pay~~reimburse the Managing General Partner anor ~~annual~~its ~~incentive~~affiliates ~~management~~for ~~fee~~certain ~~(“Management~~direct ~~Fee”)~~expenses ~~after~~and ~~all~~payroll ~~other~~ expenses ofin ~~the~~connection ~~Partnership~~with ~~are~~managing ~~paid~~the Partnership. ~~The~~Payroll ~~Partnership~~expenses ~~paid~~are ~~the~~reimbursed ~~Managing~~at ~~General Partner~~ a ~~Management~~factor ~~Fee~~ of ~~$23,802~~1.75 ~~for~~times ~~each~~base ofsalary. For the three month periods ended ~~September~~March 3031, ~~2011~~2012 and ~~2010~~2011, ~~and~~the Partnership paid $7121,~~406~~145 ~~for~~and ~~each~~$48,280, ofrespectively, to the ~~nine~~Managing ~~month~~General ~~periods~~Partner ~~ended~~or ~~September~~its ~~30,~~affiliates ~~2011~~as ~~and~~direct ~~2010.~~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 month periods ended March 31, 2012 and 2011, the Partnership paid $32,417 and $18,502, 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.

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 March 31, 2012 and 2011.

5. CASH DISTRIBUTIONS

OnFor ~~July 26, 2010,~~ the ~~Partnership~~three-month ~~paid~~period aended ~~cash~~March ~~distribution~~31, ~~of $742~~2012,~~410~~ ~~($30 per unit) to~~ the ~~Limited~~Partnership ~~Partners~~had ~~who~~not ~~were~~received ~~holders~~cash offlow ~~record~~distributions asfrom ofthe ~~July~~Local ~~1, 2010~~Partnerships.

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 ~~September~~March 3031, ~~2011~~2012, the uninsured portion of the cash balances was $1,~~921~~730,~~483~~266.

7. ~~SUBSEQUENT~~SIGNIFICANT ~~EVENT~~SUBSIDIARIES

OnThe ~~November~~following 1,Local ~~2011,~~Partnership invested in by the ~~mortgage~~Partnership ~~holder~~represents ~~for~~more ~~Shallowford~~than ~~Oaks,~~20% ~~LSREF2~~of ~~Chalk~~the 2,Partnership’s ~~LLC,~~total ~~foreclosed~~assets onor ~~the~~equity ~~property~~as of March 31, 2012 and ~~became~~2011 ~~the~~or ~~new~~net ~~owner~~income of(loss) for the ~~property~~three-month ~~pursuant~~periods toended. aThe ~~nonjudicial~~following ~~foreclosure~~financial ~~sale~~information ~~under~~represents the ~~power~~performance of ~~sale~~this ~~clause~~Local ~~contained~~Partnership infor ~~its~~the ~~loan~~three-month ~~documents. As~~periods ~~this~~ended ~~event~~March ~~did~~31, ~~not~~2012 ~~occur~~and ~~until~~2011. ~~after~~The ~~September~~financial ~~30,~~information ~~2011,~~is ~~the~~based ~~date~~on ofestimates ~~these~~from the audited financial statements, of the ~~Partnership~~Local ~~has~~Partnerships ~~reported~~at ~~its~~December ~~investment~~31, in2011 ~~Shallowford~~and ~~Oaks~~2010 inand ~~operations~~these estimates are unaudited.

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Capitol Commons	2012	2011
Total Assets	$4,711,943	$4,669,625
Total Liabilities	$793,467	$1,679,876
Revenue	$602,966	$589,439
Net Income	$237,611	$194,824

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CAPITAL REALTY INVESTORS, LTD.

NOTES TO CONDENSED FINANCIAL STATEMENTS

March 31, 2012 and 2011

(Unaudited)

8. SUBSEQUENT EVENTS

Events that occur after the balance sheet date but before the financial statements were available to be issued must be evaluated for recognition or disclosure. The effects of subsequent events that provide evidence about conditions that existed at the balance sheet date are recognized in the accompanying financial statements. Subsequent events which provide evidence about conditions that existed after the balance sheet date require disclosure in the accompanying notes. The following events required disclosure in the financial statements:

On May 8, 2012, the Partnership entered into an assignment and assumption agreement to assign all of its rights, title, and interests in Hillview Terrace in exchange for $299,990. The Partnership’s investment basis in this Local Partnership at March 31, 2012 and December 31, 2011 was $0. The Partnership expects to receive $248,716 as a result of this assumption.

On May 15, 2012, the Partnership entered into an option agreement to sell Capitol Commons Senior Apartments for $9,500,000. The Partnership’s investment basis in this Local Partnership at March 31, 2012 and December 31, 2011 was $4,419,186 and $4,186,351, respectively. The Partnership expects to receive $6,257,353 as a result of the sale.

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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~~2011. 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 ~~three~~two 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.

GAAP provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity (VIE) in its financial statements and when it should disclose information about its relationship with a VIE. Generally, a variable interest entity, or VIE, is an entity with one or more of the following characteristics: (a) the total equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support; (b) as a group the holders of the equity investment at risk lack (i) the ability to make decisions about an entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. The primary beneficiary of a VIE is generally the entity that will receive a majority of the VIE’s expected losses, receive a majority of a VIE’s expected residual returns, or both.

The Partnership does not consolidate the Partnership's interests in these VIE’s under this guidance, as it is not considered to be the primary beneficiary. Accounting guidance requires continued reconsideration as to the consideration of the primary beneficiary. The Partnership currently records the amount of its investment in these partnerships as an asset on its balance sheet, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in its financial statements.

The Partnership’s balance in investment in Local Partnerships represents its maximum exposure to loss. The Partnership’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners.

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

Financial Condition/Liquidity

The Partnership's liquidity, with unrestricted cash resources of $2,~~247~~061,~~937~~135 as of ~~September~~March 3031, ~~2011~~2012, 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 ~~November~~August 1729, ~~2011~~2012, 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 ~~nine~~three month period ended ~~September~~March 3031, ~~2011~~2012, existing cash resources were adequate to support net cash used in operating activities. Cash and cash equivalents decreased $~~304~~133,~~601~~732 during the ~~nine~~three month period ended ~~September~~March 3031, ~~2011~~2012, primarily due to operating costs.

Results of Operations

The Partnership recognized an increase in the net income of $~~304~~134,~~259~~166 for the three month period ended ~~September~~March 3031, ~~2011~~2012 as compared to ~~2010~~the three month period ended March 31, 2011, primarily due to an increase in the share of income from Local Partnerships and, ana ~~increase~~reduction in ~~interest~~professional ~~income~~fees.

~~The~~For financial reporting purposes, the Partnership, ~~recognized~~as ana ~~increase~~limited partner in the ~~net~~Local ~~income~~Partnerships, does not record losses from the Local Partnerships in excess of ~~$605,209~~its ~~for~~investment to the ~~nine~~extent ~~month~~that ~~period~~the ~~ended~~Partnership ~~September~~has ~~30,~~no ~~2011~~further asobligation ~~compared~~to ~~2010,~~advance ~~primarily~~funds ~~due~~or provide financing to anthe ~~increase~~Local inPartnerships. As a result, the Partnership's share of income from Local Partnerships for the three month period ended March 31, an2012, ~~increase~~did innot ~~interest~~include ~~income~~losses ~~and~~of ~~reductions~~$4,775, incompared ~~general~~to ~~and~~excluded ~~administrative~~losses ~~and~~of ~~professional~~$16,115 ~~fee~~for ~~expenses~~the three month period ended March 31, 2011.

-No 10other -significant changes in the Partnership's operations have taken place during the three month period ended March 31, 2012.

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

No other significant changes in the Partnership's operations have taken place during the three month period ended September 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~~-11-

Part I.	FINANCIAL INFORMATION
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~~were not effective as a result of insufficient accounting systems and processes in place to ensure timely reports.

The Partnership must rely on the Local Limited Partnerships to provide the Partnership with certain information necessary for the timely filing of the Partnership’s periodic reports. Factors in the accounting at the Local Limited Partnerships have caused delays in the provision of such information during past reporting periods, and resulted in the Partnership’s inability to file its periodic reports in a timely manner.

Once the Partnership has received the necessary information from the Local Limited Partnerships, the Partnership’s principal executive officer and principal financial officer believe that the material information required to be disclosed in the Partnership’s periodic report filings with SEC is effectively recorded, processed, summarized and reported, albeit not in a timely manner. Going forward, the Partnership will use the means reasonably within its power to impose procedures designed to obtain from the Local Limited Partnerships the information necessary for the timely filing of the Partnership’s periodic reports.

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 Proceedings

~~Item~~The 5.Partnership ~~Other~~is ~~Information~~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.

~~There has not been any information required to be disclosed in a report on Form 8~~-~~K during the quarter ended September 30, 2011, but not reported, whether or not otherwise required by this Form 10~~12-~~Q at September 30, 2011.~~

Part II.	OTHER INFORMATION
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 March 31, 2012, but not reported, whether or not otherwise required by this Form 10-Q at March 31, 2012.

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, 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.

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.

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.

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.
August 29, 2012		by:	/s/ H. William Willoughby
	Managing General Partner
DATE			H. William Willoughby
December 8, 2011	by: /s/ H. William Willoughby
			Director, President, Secretary,
DATE	H. William Willoughby
			Principal Financial Officer and
	Director, President, Secretary,
				Principal Accounting Officer
	Principal Financial Officer and
	Principal Account Officer

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