Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~CRI~~On ~~Hotel~~December ~~Income of Minnesota~~31, ~~LLC~~2013, aRegistrant’s ~~Delaware~~wholly-owned ~~limited~~subsidiary ~~liability~~ company, as(the ~~Seller,~~“Subsidiary ~~entered~~Company” ~~into~~or a“Seller”) ~~Purchase~~completed ~~and~~the ~~Sale~~sale ~~Agreement dated as~~ of ~~September~~the ~~10,~~University ~~2013~~Days Inn (the “~~Purchase~~Hotel”), ~~and~~its ~~Sale~~primary ~~Agreement”)~~asset, ~~with~~to ~~United~~2407 ~~Properties~~University Investment LLC, a Minnesota limited liability company, as ~~Purchaser,~~assignee ~~for the sale~~ of ~~the~~United ~~improved~~Properties ~~real~~Investments ~~and~~LLC, ~~personal~~a ~~property~~Minnesota ~~operated~~limited asliability ~~the~~company ~~University~~(“Buyer”). ~~Days~~The ~~Inn~~Hotel ~~located~~was atsold ~~2407~~for ~~University~~total ~~Avenue~~consideration ~~and~~of ~~related improvements located at 2425 University Avenue~~$10, ~~Minneapolis~~615,000 ~~MN 55414~~ (~~the~~less ~~"Property"~~certain adjustments) ~~for~~pursuant to a ~~sale~~Purchase ~~price~~Agreement ofwith ~~Twelve~~the ~~Million~~Buyer ~~Dollars~~dated ~~($12~~September 10,~~000~~ 2013,~~000). CRI~~ ~~Hotel~~as ~~Income~~amended ~~Partners,~~and ~~L.P.~~assigned (the “~~Registrant~~Purchase Agreement”)~~, is the sole member of the Seller~~.

~~The~~Under ~~sale~~the Purchase Agreement, the sales price of the ~~Property~~Hotel iswas ~~expected~~subject to ~~occur~~certain onadjustments orand ~~before~~prorations ~~December~~at 9,closing ~~2013~~and potential post-closing adjustments. Approximately $300,000 ~~subject~~was toheld ~~certain~~in ~~extension~~escrow ~~rights.~~and ~~There~~will isbe noreleased ~~assurance~~to ~~that~~the Subsidiary Partnership twelve months from the ~~Purchaser~~closing ~~will~~of bethe ~~able~~transaction subject to ~~purchase~~indemnification claims made, if any, by the ~~Property~~Buyer onpursuant to the terms ~~set~~of ~~forth~~the Purchase Agreement. In addition, the Subsidiary Partnership paid the outstanding principal balance of the existing loan, in the ~~Purchase~~approximate amount of $3,255,434. The total payment of approximately $2,213,635 also included interest of approximately $18,357, and ~~Sale~~a ~~Agreement~~credit orof atapproximately ~~all~~$1,060,157 on account of various reserves and escrows held by the lender. ~~Closing~~ After payment of the ~~purchase~~loan, establishment of the escrow, adjustments and ~~sale~~prorations, isand ~~subject~~the topayment ~~customary~~of ~~conditions~~costs of the transaction, including brokerage and legal fees, the Subsidiary Partnership received $7,564,885.

~~The~~This ~~foregoing~~sale ~~description~~is an integral part of ~~the~~Registrant’s ~~Purchase~~plan of dissolution and ~~Sale~~liquidation. ~~Agreement~~The Hotel represented the last remaining investment property in which the Registrant was invested and as a result of this sale the ~~transactions~~Registrant ~~contemplated~~no ~~thereby~~longer ~~does~~holds ~~not~~an ~~purport~~ownership interest in any investment property. The General Partner of the Partnership will proceed to beliquidate, ~~complete~~dissolve and isterminate ~~subject~~the Partnership and distribute the Partnership's assets to, the Partners of the Partnership in accordance with the terms of the Partnership's Certificate and ~~qualified~~Agreement of Limited Partnership currently in ~~its~~effect. ~~entirety~~The byGeneral Partner anticipates that the ~~full~~winding ~~text~~up and liquidation of the ~~Purchase~~Partnership's business will take a few months to accomplish and ~~Sale~~will ~~Agreement~~be ~~which~~completed isin ~~attached~~the ~~hereto~~first asquarter ~~Exhibit~~of 102014.1 The ~~and~~General ~~incorporated~~Partner byestimates ~~reference~~that ~~herein~~each depositary unit of beneficial assignment interest will receive a distribution of approximately $11.43 upon liquidation of Registrant.

~~Item~~The ~~9.01.~~above ~~Financial~~description ~~Statements~~of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement and amendments thereto, which included as Exhibits hereto, each of which is hereby incorporated by reference into this item 2.01.

~~(d) Exhibits.~~ Exhibit

~~Exhibit~~Number No. 10.1 Purchase and Sale Agreement dated September 10, 2013, by and between CRI Hotel Income of Minnesota, LLC, a Delaware limited liability company, and United Properties Investment LLC, a Minnesota limited liability companyDescription

~~SIGNATURES~~99.1 Purchase Agreement (“Purchase Agreement”) among Subsidiary Company and United Properties Investments LLC dated September 10, 2013.

~~Pursuant~~99.2 toFirst ~~the~~Amendment ~~requirements~~to ofPurchase ~~the~~Agreement ~~Securities~~dated ~~Exchange~~November ~~Act of 1934~~5, ~~as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~2013.

		CRI HOTEL INCOME PARTNERS, L.P.
		(Registrant)
		By: CRICO Hotel Associates I, L.P.
		General Partner
		By: C.R.I., Inc.
		Managing General Partner
September 12, 2013		By: /s/ H. William Willoughby
DATE		H. William Willoughby
		Director, President, Secretary,
		Principal Financial Officer and
		Principal Accounting Officer


99.3	Second Amendment to Purchase Agreement dated November 21, 2013.


99.4	Third Amendment to Purchase Agreement dated December 16, 2013.


99.5	Fourth Amendment to Purchase Agreement dated December 17, 2013.


99.6	Fifth Amendment to Purchase Agreement dated December 18, 2013.

Filing Compare · CRI HOTEL INCOME PARTNERS L P