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)		December 129, ~~2013~~2014
Berkshire Income Realty, Inc.
(Exact name of Registrant as specified in its charter)
Maryland	001-31659		32-0024337
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
One Beacon Street, Boston, Massachusetts			02108
(Address of principal executive offices)			(Zip Code)
Registrants telephone number, including area code		(617) 523-7722
N/A
(Former name or former address, if changes 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 12.01 - ~~ENTRY~~COMPLETION ~~INTO~~OF AACQUISITION ~~MATERIAL~~OR ~~DEFINITIVE~~DISPOSITION ~~AGREEMENT.~~OF ASSETS

On December 129, ~~2013~~2014, the operating partnership of Berkshire Income Realty, Inc. (the ~~“Company”~~"Registrant"), ~~through its subsidiary,~~ Berkshire Income Realty - OP, L.P. ("BIR -OP LP"), ~~assumed~~through ~~two~~a ~~purchase~~wholly ~~and~~owned ~~sale contracts (the "Agreement" or "Agreements") from its affiliate~~subsidiary, ~~Berkshire~~acquired ~~Property~~Elan ~~Advisors,~~Redmond ~~L.L.C.~~Town ~~(“BPA”),~~Center ~~to acquire Eon at Lindbergh~~Apartments, a ~~352~~134-unit multifamily apartment community located in ~~Atlanta~~Redmond, ~~Georgia~~Washington, from ~~JLB~~Redmond ~~EON~~133 LLC ~~(the “Eon Seller”) and Pavilion Townplace~~, aan ~~236-unit multifamily apartment community located in Dallas, Texas, from CHHC Pavilion, L.P. (the “Pavilion Seller”). The Sellers are~~ unaffiliated third ~~parties~~party. The Eon Agreement transfers the Eon Seller’s interest in a ground lease, the leasehold estate created by such ground lease and all improvements located on the property. The Pavilion Agreement transfers the Pavilion Seller’s interest in the property and all improvements located on the property. The purchase price of Eon at Lindbergh is $64,000,000 and the purchase price of Pavilion Townplace is $56,000,000 and both are subject to normal operating prorations and adjustments as provided for in the Agreements. The Agreements provide for the assumption of the mortgage loans currently outstanding on Eon at Lindbergh and Pavilion Townplace, subject to the approval of the lenders.

The ~~Company~~purchase ~~expects~~price ~~to complete the acquisition~~ of ~~Eon~~$49,975,000 atwas ~~Lindbergh~~paid ~~and~~from ~~Pavilion~~cash ~~Townplace~~available ~~during~~from ~~the first quarter of 2014, subject to~~ a ~~satisfactory~~1031 ~~due~~qualified ~~diligence~~intermediary ~~and~~held ~~loan~~in ~~assumption~~escrow ~~process. The~~for ~~Company~~BIR-OP ~~has until March 21~~LP, ~~2014~~proceeds ~~to obtain the lenders' approvals for the assumption of the mortgage loans. If the loan assumption approvals have not been received~~ from ~~the~~borrowings ~~lenders~~on ~~at that time,~~ the ~~Company~~BIR-OP ~~can~~LP ~~terminate~~credit ~~the~~facility ~~Agreements~~and ~~with~~available noworking ~~further obligation~~capital. The ~~Agreements~~purchase ~~also~~price ~~contain~~was ~~rights~~subject ofto ~~termination,~~normal ~~which~~operating ~~provide~~prorations ~~the~~and ~~Company~~adjustments ~~the~~as ~~option~~provided tofor ~~terminate the Agreements~~ in ~~its sole discretion. The termination rights expire on December 20, 2013, contemporaneously with~~ the ~~expiration~~purchase ofand ~~the~~sale ~~inspection period~~agreement.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS


(a)	Financial Statements of Businesses Acquired.

Financial statements for the property acquired and noted in Item 2.01 herein are not available at this time and will be filed by amendment as soon as practicable, but not later than February 24, 2015.


(b)	Pro Forma Financial Information.

Pro forma financial information of the Registrant reflecting the property acquired and noted in Item 2.01 herein is not available at this time and will be filed by amendment as soon as practicable, but not later than February 24, 2015.


(c)	Shell Company Transactions.

Not applicable.


(d)	Exhibits.


Exhibit 99.1	Sale and Purchase Agreement between Redmond 133 LLC as Seller and Berkshire Income Realty-OP, L.P. as Purchaser dated November 25, 2014.


Exhibit 99.2	Reinstatement and Amendment to Purchase and Sale Agreement between Redmond 133 LLC as Seller and Berkshire Income Realty-OP, L.P. as Purchaser dated December 3, 2014.

SIGNATURES

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

		Berkshire Income Realty, Inc.
Date:	December 1815, ~~2013~~2014	By:	/s/ David E. Doherty
		Name:	David E. Doherty
		Title:	Senior Vice President and Principal Financial Officer

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