UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of ~~the Securities Exchange Act of 1934~~

~~Date~~The ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest event reported): December 28, 2010~~1934

~~CAPITAL~~Date ~~REALTY~~of ~~INVESTORS~~Report (Date of earliest event reported): November 8, ~~LTD.~~2012

~~(Exact~~CAPITAL ~~Name~~REALTY ofINVESTORS, ~~Issuer as Specified in its Charter)~~LTD

District of Columbia		0-11149		52-1219926
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

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

____________________

Registrant’s telephone number, including area code: (301) 468-9200

District of Columbia		0-11149		52-1219926
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

~~(Former~~11200 ~~name~~Rockville ~~or former address, of changed since last report.)~~Pike

~~Check~~Rockville, the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):MD

~~¨ Written~~ (Address ~~communications~~of ~~pursuant~~principal toexecutive ~~Rule 425 under the Securities Act (17 CRF 230.425~~offices)

~~¨ Soliciting~~Registrant’s ~~material~~telephone ~~pursuant~~number, toincluding ~~Rule~~area ~~142-12 under the Exchange Act (17 CFR 240.14a-12)~~code:

~~¨ Pre~~301-~~commencement communications pursuant to Rule 14d~~468-~~2(b) under the Exchange Act (17 CRF 240.14d-2(b))~~9200

~~¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.13e-4(c))~~[ ]

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01

Changes in Registrant’s Certifying Accountant.

Capital Realty Investors, Ltd. (the “Company”) was informed by Reznick Group, P.C. (“Reznick Group”), the Company’s independent registered public accounting firm, that it has entered into a business combination with J. H. Cohn, LLP (J. H. Cohn) ~~Dismissal~~. In connection with the business combination J.H. Cohn legally changed its name to CohnReznick LLP (“CohnReznick”) and continues to be registered with the PCAOB. On November 8, 2012, Reznick Group resigned as the Company’s independent registered public accounting firm. The Audit Committee of ~~previous~~the Company’s Board of Directors has appointed CohnReznick as the Company’s independent registered public accounting firm: effective November 8, 2012.

OnReznick ~~December~~Group’s ~~22,~~reports ~~2010,~~on ~~Capital~~the ~~Realty~~Company’s ~~Investors,~~financial ~~Ltd.~~statements (for the ~~“Company”)~~fiscal ~~dismissed~~years ~~Grant~~December ~~Thornton~~31, ~~LLP~~2011 ~~(“Grant~~and ~~Thornton”)~~2010 asand through the ~~Company’s~~subsequent ~~independent~~interim ~~registered~~period ~~public~~November ~~accounting~~8, ~~firm. The~~2012 ~~decision~~did tonot ~~change~~contain ~~accountants~~any ~~was~~adverse ~~approved~~opinion byor ~~the~~disclaimer ~~Audit~~of ~~Committee~~opinion, ofnor ~~the~~were ~~Board~~they ofqualified ~~Directors~~or ofmodified ~~the~~as ~~Company~~to uncertainty, audit scope or accounting principles.

~~Grant~~During ~~Thornton’s reports on~~ the ~~financial statements for each of the~~ two fiscal years ended December 31, ~~2009~~2011 and ~~2008 and through December 22,~~ 2010, ~~contained~~and nothe ~~adverse~~subsequent ~~opinion~~interim orperiod ~~disclaimer~~through ofNovember ~~opinion~~8, ~~and~~2012, there were ~~not~~(i) ~~qualified~~no ordisagreements ~~modified~~ (as tothat ~~uncertainty,~~term ~~audit~~is ~~scope~~defined orin ~~accounting~~Item ~~principle.~~304(a)(1)(iv) ~~During~~of ~~the~~Regulation ~~fiscal~~S-K ~~years ended December 31, 2009~~ and ~~2008~~the ~~and~~related ~~through~~instructions) ~~December~~between ~~22,~~the ~~2010,~~Company ~~there~~and ~~were~~Reznick noGroup ~~disagreements with Grant Thornton~~ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which ~~disagreements~~, if not resolved to the satisfaction of ~~Grant~~Reznick ~~Thornton,~~Group would have caused itReznick Group to make reference tothereto ~~the subject matter of the disagreements~~ in its reports on the Company’s financial statements for such years~~. During the fiscal years ended December 31~~, ~~2009~~ and ~~2008~~(ii) ~~and through December 22, 2010, there were~~ no “reportable events” (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~The~~During the two fiscal years ended December 31, 2011 and 2010 and the subsequent interim period through November 8, 2012, neither the Company, ~~has~~nor ~~provided~~anyone aon ~~copy~~its behalf, consulted CohnReznick regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the ~~above~~type ~~disclosures~~of audit opinion that might be rendered with respect to ~~Grant~~the ~~Thornton~~financial statements of the Company, and ~~requested~~no ~~Grant~~written ~~Thornton~~report or oral advice was provided to ~~provide~~the itCompany ~~with~~by CohnReznick that was an important factor considered by the Company in reaching a ~~letter~~decision ~~addressed~~as to ~~the~~any ~~Securities~~accounting, ~~and~~auditing ~~Exchange~~or ~~Commission~~financial ~~stating~~reporting ~~whether~~issue; or ~~not~~(ii) ~~Grant~~any ~~Thornton~~matter ~~agrees~~that ~~with~~was the ~~above~~subject ~~disclosures.~~of Aa ~~copy~~disagreement of(as ~~Grant~~that ~~Thornton’s~~term ~~letter,~~is ~~dated~~defined ~~December~~in ~~22,~~Item ~~2010,~~304(a)(1)(iv) ~~confirming~~of ~~its~~Regulation ~~agreement~~S-K ~~with~~and the ~~disclosures~~related ininstructions) ~~this~~or ~~Item~~a ~~4.01~~“reportable event” (as that term is ~~attached~~defined asin ~~Exhibit 16.~~Item 304(a)(1)(v) toof ~~this~~Regulation ~~Form 8~~S-K).

~~(b) Engagement~~The Company provided Reznick Group with a copy of ~~new~~this ~~independent~~Form ~~registered~~8-K ~~public~~and ~~accounting~~requested ~~firm:~~that Reznick Group provide the Company with a letter addressed to the Securities and Exchange Commission stating whether or not Reznick Group agrees with the above disclosures. A copy of the Reznick Group’s letter, dated November 8, 2012, is attached as Exhibit 16.1 to this Form 8-K.

Effective as of December 23, 2010, the Audit Committee of the Company engaged Reznick Group, P.C. (“Reznick”) as the Company’s independent registered public accounting firm. The decision to engage Reznick was approved by the Audit Committee of the Board of Directors of the Company as of such date.

During the years ended December 31, 2009 and 2008, and the subsequent interim period ended September 30, 2010, and through December 22, 2010, neither the Company nor anyone on its behalf has consulted with Reznick regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01

Financial Statements and Exhibits.

(cd) ~~Exhibits~~The following exhibits are filed with this report:

~~16.1 Letter~~Exhibit ~~from Grant Thornton LLP, dated December 28, 2010~~No. Description

~~SIGNATURES~~16.1 Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 8, 2012.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

		CAPITAL REALTY INVESTORS, LTD.
		(Registrant)
		by: C.R.I., Inc.
		Managing General Partner
December 28, 2010		by: /s/ H. William Willoughby
DATE		H. William Willoughby
		Director, President, Secretary,
		Principal Financial Officer and
		Principal Account Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

	CAPITAL REALTY INVESTORS, LTD.
	(Registrant)

	by:	C.R.I., Inc.
		Managing General Partner



		by:	/s/ H. William Willoughby
			H. William Willoughby
November 8, 2012			Director, President, Secretary,
DATE			Principal Financial Officer and
			Principal Acount Officer

Exhibit No.		Description
16.1		Letter from Grant Thornton LLP, dated December 28, 2010

Exhibit Index

Exhibit No. Description

16.1

Letter to the Securities and Exchange Commission from Reznick Group, P.C., dated November 8, 2012.

Filing Compare · CAPITAL REALTY INVESTORS LTD