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): July 25, 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 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 28.01

Completion of Acquisition or Disposition of Assets

Real Estate Associates Limited (the “Registrant”) is athe ~~limited~~general partner ofand ~~Emporia~~the ~~Limited,~~99% ~~a Virginia~~ limited ~~partnership~~partner ~~(the~~of ~~“Partnership”),~~Bethel ~~which~~Towers ~~owns~~Dividend ~~Northwood~~Housing ~~Village~~Association, a ~~72-unit~~Michigan ~~affordable~~limited ~~property~~partnership ~~in Emporia, Virginia. On July 24, 2013,~~ (the ~~Registrant withdrew from the~~ “Partnership ~~and received the sum of $400,000 in full satisfaction of all obligations and liabilities due the Registrant by the Partnership~~”).

InAs ~~accordance~~previously ~~with~~disclosed, ~~the~~on ~~Partnership~~August ~~Agreement~~14, 2012, the ~~Registrant’s~~Partnership ~~general~~entered ~~partner~~into isa ~~evaluating~~purchase ~~the~~and ~~cash~~sale ~~requirements~~contract ~~of the Registrant~~ to ~~determine~~sell ~~whether~~its ~~any~~investment ~~portion~~property ~~of the net proceeds will be distributed~~ to ~~the~~a ~~Registrant’s~~third ~~partners~~party.

~~Item~~On 9July 25, 2013, the Partnership entered into an amendment to its purchase and sale contract, the terms of which, among other things, extended the closing date for the sale of the Partnership’s investment property to December 13, 2013.01 The Registrant’s investment in the Partnership was zero as of December 10, 2012, the date on which the Registrant began consolidating its investment in the Partnership in the Registrant’s financial statements.

~~Financial Statements and Exhibits~~1

~~10.1 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Emporia Limited.~~ SIGNATURE

1Pursuant 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 ESTATE ASSOCIATES LIMITED By: National Partnership Investments, LLC Corporate General Partner By: /s/ Edward Schmidt Edward Schmidt Director of Reporting

~~Pursuant~~ DATED: July ~~to the requirements of the Securities Exchange Act of 1934~~31, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2013

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

DATED: July 25, 2013

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