UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) June 1329, 2007

MCCOMBS REALTY PARTNERS

(Exact name of Registrant as specified in its charter)

California

0-14570

33-0068732

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation or

File Number)

Identification Number)

organization)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 12.01 Completion of Acquisition or Disposition of Assets.

~~Entry~~McCombs ~~into~~Realty Partners (the “Registrant”) owns a ~~Material~~100% ~~Definitive~~interest ~~Agreement~~in Pelham Place, L.P., a South Carolina limited partnership (the “Partnership”). The Partnership owns Lakewood at Pelham Apartments (“Lakewood”), a 271-unit apartment property located in Greenville, South Carolina. On June 29, 2007, the Partnership sold Lakewood, which was its last remaining investment property, to a third party, CP Lakewood, LLC, a Delaware Limited Liability Company (the “Purchaser). The Purchaser is an affiliate of Northview Realty Group, Inc., a Canadian corporation (“Northview”), which is unaffiliated with the Registrant. As previously disclosed, Northview was the initial purchaser, however Northview is permitted under the terms of the purchase and sale contract to assign the contract to an affiliate. The Purchaser purchased Lakewood along with nine other apartment properties, all of which were owned by entities affiliated with AIMCO Properties, L.P., which is also an affiliate of the general partner of the Registrant. The total sales price for Lakewood and the nine other apartment properties was $95,800,000 of which $10,350,000 represents the portion of the sales price allocated to Lakewood. As a result of the sale, the Registrant no longer holds an ownership interest in any investment property.

~~McCombs~~In ~~Realty~~accordance ~~Partners~~with (the ~~“Registrant”)~~Amended ~~owns~~and aRestated ~~100%~~Certificate interest in Pelham Place, L.P., a South Carolina limited partnership (the “Partnership”). The Partnership owns Lakewood at Pelham Apartments (“Lakewood”), a 271-unit apartment complex located in Greenville, South Carolina. On May 23, 2007, the Partnership and ~~nine~~Agreement ~~other~~of ~~partnerships~~Limited ~~(together~~Partners ~~the “Selling Partnerships”) that own eleven apartment complexes containing an aggregate~~ of ~~2,381 units, entered into a Purchase and Sale Contract (~~the ~~“Purchase Agreement”) with a third party~~Registrant, ~~Northview Realty Group, Inc., a Canadian corporation (~~the ~~“Purchaser”),~~Registrant’s togeneral ~~sell~~partner ~~eleven~~is ~~apartment~~evaluating ~~complexes (together~~ the ~~“Properties”~~cash ~~and~~requirements ~~individually~~of ~~a “Property”) owned by~~ the ~~Selling~~Registrant ~~Partnerships~~ to ~~the~~determine ~~Purchaser for a total sales price of $106,100,000, of which $10,350,000 represented~~ the ~~sales~~portion ~~price for Lakewood. Each~~ of the ~~Selling~~net ~~Partnerships~~proceeds isthat ~~affiliated~~will ~~with~~be ~~AIMCO~~distributed ~~Properties,~~to ~~L.P., an affiliate of~~ the ~~general partner of the~~ Registrant’s partners.

On June 13, 2007, the Purchaser terminated the Purchase Agreement. On June 15, 2007, the Selling Partnerships and Purchaser entered into the Third Amendment to and Reinstatement of Purchase and Sale Contract (“Third Amendment”), a copy of which is filed herewith as an exhibit. The Third Amendment reinstated the Purchase Agreement according to the terms and conditions as previously disclosed in the Registrant’s Current Report on Form 8-K dated May 23, 2007, with the following modifications:SIGNATURE

~~PURCHASE~~Pursuant ~~PRICE. The~~to ~~total~~the ~~purchase~~requirements ~~price~~of isthe ~~$103,350,000,~~Securities ofExchange ~~which~~Act ~~$10~~of 1934,~~350,000~~ ~~represents~~ the ~~purchase~~Registrant ~~price~~has ~~for~~duly ~~Lakewood,~~caused ~~subject~~this report to ~~certain~~be ~~prorations~~signed ~~and~~on ~~adjustments~~its atbehalf by the ~~closing~~undersigned hereunto duly authorized.

~~CLOSING. The~~ MCCOMBS ~~expected~~REALTY closing date of the transaction is June 29, 2007. The Registrant has filed a Proxy Solicitation with the Securities and Exchange Commission seeking the consent of its limited partners to the sale of Lakewood. If the required consent has not been approved on or before June 29, 2007, then the closing shall proceed and the Purchaser shall deposit an additional non-refundable $1,500,000 with a third party which will be applied to the purchase price for Lakewood, at such time, if ever, the closing occurs with respect to Lakewood. The closing with respect to Lakewood shall occur on the earlier of 10 days after the required consent of the limited partners occurs or December 28, 2007. PARTNERS

~~Item 9.01~~By:

~~Financial~~CRPTEX, ~~Statements~~Inc. ~~and Exhibits~~

~~(d)~~General Partner

~~Exhibits~~By:

10/s/Martha L.7 Long

~~Amendment~~Martha ~~to Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc~~L., a Canadian corporation, dated June 5, 2007.*Long

~~10.8~~Senior Vice President

~~Second~~ Date: ~~Amendment~~July to Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian Corporation, dated June 6, 2007.*

10.9

Third Amendment to and Reinstatement of Purchase and Sale Contract between Pelham Place Limited Partnership, a South Carolina limited partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian corporation, dated June 15, 2007.*

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.

SIGNATURE

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.

MCCOMBS REALTY PARTNERS

By:

CRPTEX, Inc.

General Partner

By:

/s/Martha L. Long

Martha L. Long

Senior Vice President

Date: June 19, 2007

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