8-K FILING

Item 1.01. Entry into a Material Definitive Agreement.

~~On April 1, 2013 the General Partner of~~ CRI Hotel Income Partners, L.P., a Delaware limited partnership (~~the~~ “~~Partnership”~~Registrant), ~~adopted~~as Seller, ~~subject~~entered tointo ~~partner~~a ~~approval,~~Purchase aand ~~Plan~~Sale ofAgreement ~~Liquidation~~dated ~~and~~as ~~Dissolution~~of ~~for~~July ~~the~~12, ~~Partnership~~2013 (the “~~Plan~~Purchase ofand ~~Liquidation~~Sale Agreement”)~~. On~~ ~~June~~with ~~14,~~Mohammad ~~2013~~Bashir, ~~the~~an ~~partners~~individual ofresident ~~the Partnership approved the Plan~~ of ~~Liquidation. Under~~ the ~~Plan~~State of ~~Liquidation~~Minnesota, ~~the~~as ~~General~~Purchaser, ~~Partner~~for of the ~~Partnership~~sale ~~will (1) seek to sell the assets~~ of the ~~Partnership~~real and ~~use~~personal ~~the~~property ~~sales~~operated ~~proceeds~~as ~~and/or~~the ~~other~~Plymouth ~~Partnership~~Days ~~funds~~Inn toand ~~pay~~located ~~all~~at ~~expenses~~2955 inEmpire ~~connection with such sales~~Lane, ~~(2) pay or make provision for payment of all Partnership obligations and liabilities~~Plymouth, ~~including~~Minnesota ~~accrued~~55441 ~~fees and unpaid loans to~~ (the ~~General Partner and (3~~"Property") ~~distribute~~for ~~the~~a ~~remaining~~sale ~~assets~~price ~~as set forth in the Partnership’s Agreement~~ of ~~Limited~~Two ~~Partnership,~~Million ~~dated~~Two asHundred ofThousand ~~September~~Dollars 23($2, ~~1986~~200, ~~as the same may be amended~~000). ~~The Plan of Liquidation is attached as Exhibit 2.1 to this Form 8-K and is incorporated by reference herein in its entirety.~~

~~Item~~The 5sale of the Property is expected to occur on or before September 30, 2013.07 There is no assurance that the Purchaser will be able to purchase the Property on the terms set forth in the Purchase and Sale Agreement or at all. ~~Submission~~Closing of ~~Matters~~the topurchase aand ~~Vote~~sale ofis ~~Security~~subject ~~Holders~~to customary conditions.

~~Plan~~The offoregoing ~~Liquidation:~~description Asof ~~described in further detail in~~ the ~~Partnership’s~~Purchase ~~proxy~~and ~~statement~~Sale ~~dated~~Agreement ~~May~~and ~~28, 2013,~~ the ~~Partnership~~transactions ~~solicited~~contemplated ~~the~~thereby ~~consent~~does ofnot ~~the~~purport ~~holders~~to ofbe ~~the~~complete ~~Partnership’s~~and ~~beneficial~~is ~~assignee~~subject ~~certificates~~to, ~~(the~~and ~~“BAC~~qualified ~~Holders”)~~in toits ~~approve~~entirety by the ~~Plan~~full oftext ~~Liquidation. As~~ of ~~April 30, 2013,~~ the ~~record~~Purchase ~~date, 868,862 BACs were issued~~ and ~~outstanding. The~~Sale ~~following~~Agreement ~~are~~which ~~the~~is ~~results~~attached ofhereto ~~the~~as ~~vote,~~Exhibit ~~which~~10.1 ~~was~~and ~~closed~~incorporated by ~~the~~reference ~~General~~herein. ~~Partner of the Partnership on June 14, 2013:~~

BAC Holders holding 501,277 (57.69%) BACs voted for the proposal.

BAC Holders holding 840 (0.10%) BACs voted against the proposal.

BAC Holders holding 0 (0.00%) BACs abstained.

Since BAC Holders of record holding a majority (57.69%) of the BACs outstanding as of the record date voted for the proposal, the dissolution and liquidation of the Partnership has been approved and ratified by the BAC Holders and the Partnership will proceed with the liquidation and dissolution of the Partnership in accordance with the Plan of Liquidation.

Amendment to the Partnership Agreement: As described in further detail in the Partnership’s proxy statement dated May 28, 2013, the Partnership solicited the consent of the holders of the Partnership’s beneficial assignee certificates (the “BAC Holders”) to approve an Amendment to the Partnership Agreement to provide for an Incentive Fee to the General Partner. As of April 30, 2013, the record date, 868,862 BACs were issued and outstanding. The following are the results of the vote, which was closed by the General Partner of the Partnership on June 14, 2013:

BAC Holders holding 447,979 (51.56%) BACs voted for the proposal.

BAC Holders holding 37,568 (4.33%) BACs voted against the proposal.

BAC Holders holding 16,540 (1.90%) BACs abstained.

Since BAC Holders of record holding a majority (51.56%) of the BACs outstanding as of the record date voted for the proposal, the Amendment to the Partnership Agreement has been approved and ratified by the BAC Holders.

Item 8.01. Other Events

On June 20, 2013, the Partnership mailed a letter to all of its BAC Holders which alerts the BAC Holders that the Plan of Liquidation and the Amendment to the Partnership Agreement has been approved. A copy of the letter is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 9.01. Financial Statements and Exhibits.

(cd) Exhibits.

Exhibit ~~Number~~No. 10.1 Purchase and Sale Agreement dated July 12, 2013, by and between CRI Hotel Income Partners, L.P., a Delaware limited partnership, and Mohammad Bashir, an individual resident of the State of Minnesota

~~2.1 Plan of Liquidation and Dissolution of CRI Hotel Income Partners, L.P.~~SIGNATURES

~~99.1~~Pursuant ~~Letter~~ to ~~BAC~~the ~~holders~~requirements ~~dated~~of ~~June~~the 20Securities Exchange Act of 1934, ~~2013~~as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		CRI HOTEL INCOME PARTNERS, L.P.
		(Registrant)

		by: CRICO Hotel Associates I, L.P.
		General Partner

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



July 17, 2013		by: /s/ H. William Willoughby
DATE		H. William Willoughby
		Director, President, Secretary,
		Principal Financial Officer and
		Principal Accounting Officer

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