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~~July 725, 2013

REAL ESTATE ASSOCIATES LIMITED

(Exact name of registrant as specified in its charter)

California		0-09262	95-3187912
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
Incorporation)			Identification No.)
	80 International Drive Greenville, South Carolina 29615
	80 International Drive Post Office Box 1089 Greenville, South Carolina 29602
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (864) 239-1000

Check the appropriate box below if the Form 8-K 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 42.01 ~~Changes in Registrant’s Certifying Accountant~~

~~(a) On~~Completion June 7, 2013, Real Estate Associates Limited, a California limited partnership (the “Registrant”), dismissed Ernst & Young LLP (“E&Y”) as the Registrant’s independent registered public accounting firm effective on that date. As previously reported in Item 7.01 of ~~the~~Acquisition ~~report~~or onDisposition ~~Form 8-K furnished on December 26, 2012, the general partner~~ of the Registrant was acquired by Bethesda Holdings II, LLC (“Bethesda”). As part of the process of transitioning the management and operations of the Registrant’s general partner from the prior owner, Bethesda has sought to transition the Registrant’s independent accountant. As previously disclosed in the Registrant’s annual report on Form 10-K filed on April 15, 2013, the Registrant has no directors, and there is a general partner responsible for conducting the business of the Partnership. The general partner has approved the dismissal of E&Y. Assets

~~None~~Real ofEstate ~~E&Y’s~~Associates ~~audit~~Limited ~~reports on~~ (the “Registrant’s”) ~~financial~~is ~~statements~~a ~~for~~limited ~~the~~partner ~~fiscal~~of ~~years~~Emporia ~~ended December 31~~Limited, ~~2011~~a ~~and~~Virginia ~~2012~~limited ~~contained~~partnership an(the ~~adverse~~“Partnership”), ~~opinion~~which orowns aNorthwood ~~disclaimer of opinion~~Village, ~~nor~~a ~~was~~72-unit ~~any~~affordable ~~such~~property ~~report~~in ~~qualified or modified as to uncertainty~~Emporia, ~~audit scope or accounting principles~~Virginia. On InJuly ~~addition~~24, at2013, ~~no point during~~ the ~~two~~Registrant ~~fiscal~~withdrew ~~years~~from ~~ended~~the ~~December~~Partnership ~~31, 2012~~ and received the ~~subsequent~~sum ~~interim period through June 7, 2013 were there any (1) disagreements with E&Y on any matter~~ of ~~accounting principles or practices~~$400,000 ~~financial~~in ~~statement~~full ~~disclosure or auditing scope or procedures, which disagreement(s), if not resolved to the~~ satisfaction of ~~E&Y,~~all ~~would~~obligations ~~have~~and ~~caused~~liabilities itdue ~~to make reference to~~ the ~~subject~~Registrant ~~matter~~by of the ~~disagreement(s) in connection with its reports, or (2) "reportable events" as such term is defined in Item 304(a)(1)(v) of Regulation S-K~~Partnership.

OnIn ~~June~~accordance 7,with ~~2013~~the Partnership Agreement, the Registrant’s ~~provided~~general ~~E&Y~~partner ~~with~~is aevaluating ~~copy of~~ the ~~disclosure~~cash ~~set~~requirements ~~forth~~of ~~in this Item 4.01 and requested that E&Y furnish~~ the Registrant ~~with a letter addressed~~ to ~~the~~determine ~~SEC stating~~ whether ~~E&Y~~any ~~agrees~~portion ~~with the statements made in this Item 4.01, each as required by applicable SEC rules. A copy~~ of the ~~letter,~~net ~~dated~~proceeds ~~June~~will ~~13,~~be ~~2013, is~~distributed ~~filed as Exhibit 16.1~~ to ~~this~~the ~~Current~~Registrant’s ~~Report on Form 8-K~~partners.

(b) Effective on June 7, 2013, the general partner of the Registrant approved the appointment of Carter & Company, CPA, LLC (“Carter”) as the Registrant’s new independent registered public accounting firm to perform independent audit services for the fiscal year ending December 31, 2013. During the fiscal years ended December 31, 2011 and 2012, and through June 7, 2013, neither the Registrant, nor anyone on its behalf, consulted Carter 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 with respect to the consolidated financial statements of the Registrant, and no written report or oral advice was provided to the Registrant by Carter that was an important factor considered by the Registrant in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a "disagreement" (as defined in Item ~~304(a)(1)(iv) of Regulation S-K and the related instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)~~9.01

~~Item 9.01~~ Financial Statements and Exhibits

1610.1 ~~Letter~~ Second ~~regarding~~Amendment ~~change~~to inAmended ~~certifying~~and ~~accountant~~Restated ~~from~~Agreement ~~Ernst~~and &Certificate ~~Young~~of ~~LLP~~Limited Partnership of Emporia Limited.

~~SIGNATURE~~1

~~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

~~REAL~~Pursuant ~~ESTATE~~to ~~ASSOCIATES~~the ~~LIMITED~~requirements ~~By:~~of ~~National~~the ~~Partnership~~Securities ~~Investments~~Exchange Act of 1934, ~~LLC~~the ~~Corporate~~registrant ~~General~~has ~~Partner~~duly ~~By:~~caused ~~/s/~~this ~~Edward~~report ~~Schmidt~~to ~~Edward~~be ~~Schmidt~~signed ~~Director~~on ofits ~~Reporting~~behalf by the undersigned hereunto duly authorized.

~~DATED~~REAL ESTATE ASSOCIATES LIMITED By: ~~June~~ 13National Partnership Investments, ~~2013~~LLC Corporate General Partner By: /s/ Edward Schmidt Edward Schmidt Director of Reporting

DATED: July 25, 2013

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