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): ~~October~~December 310, 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.)

	P.O. Box 91274 Los Angeles, California 90009
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (720) 387-8135

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 52.0201

~~Departure~~Completion of ~~Directors~~Acquisition or ~~Certain~~Disposition ~~Officers; Election~~ of ~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Assets

Real Estate Associates Limited (the “~~Partnership~~Registrant”) ~~announced~~is ~~that, effective October 3, 2013, Mr. Edward Schmidt has resigned as~~ the ~~Director~~general ofpartner ~~Reporting~~ and the ~~equivalent~~99% oflimited ~~chief~~partner ~~financial officer~~ of ~~the~~Bethel ~~Partnership,~~Towers ~~and~~Dividend ~~will~~Housing ~~continue~~Association, toa ~~serve~~Michigan inlimited ~~various~~partnership ~~roles with~~ (the ~~corporate general partner of the~~ “Partnership”).

~~Additionally,~~As ~~effective~~previously ~~October 3~~disclosed, ~~2013,~~on ~~the~~August ~~sole member of the corporate general partner of the Partnership has appointed Mr. Joseph Dryden as the Director of Reporting of the general partner of the Partnership and of Bethesda Holdings~~14, II2012, ~~LLC, and~~ the ~~Chief Financial Officer of the~~ Partnership~~. Since~~ ~~August~~entered 1,into ~~2013, Mr. Dryden has worked with McGrath Investment Management, LLC, most recently as CFO. Mr. Dryden joins the Partnertship from Republic-Financial,~~ a ~~multinational~~purchase ~~finance~~ and ~~private~~sale ~~equity~~contract firm he joined in March 2010, where he served as Republic’s Corporate Controller. As the Corporate Controller, Mr. Dryden was responsible for the development and management of highly complex multi-level consolidated audited financial statements. Prior to ~~Republic,~~sell ~~Mr.~~its ~~Dryden~~investment ~~was~~property the CFO for Decision Display, a Denver based audio visual company specializing in high tech command centers and control rooms he joined in 2005. In this role Mr. Dryden was responsible for all accounting and finance functions including all financial reporting, detailed cash management and forecasting and also managed the company’s banking relationships. Additionally, [from 2007 to2010 Mr. Dryden was the President of Dryden Consulting, an accounting and management consulting firm specializing in GAAP and SEC reporting, internal and external audit assistance and Sarbanes-Oxley compliance. Dryden Consulting’s client list included 1st Data, AIMCO, Crocs, Woodward Governor, McData, and several other large publicly traded companies. Mr. Dryden’s expertise in GAAP financial reporting, SEC reporting, cash management and process improvement will enable him to ~~create immediate value for the company. Mr. Dryden received~~ a ~~Bachelor~~third ~~of Arts Degree in Accounting from Clarke University in 1984~~party.

1As previously disclosed on July 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.

~~SIGNATURE~~On December 10, 2013, the Partnership closed the sale of its investment property pursuant to its purchase and sale contract.

~~Pursuant~~As toa result of the ~~requirements~~sale of the ~~Securities~~Partnership’s ~~Exchange~~investment ~~Act~~property, the Registrant expects to receive a distribution of ~~1934~~approximately $1,265,000 from the ~~registrant~~Partnership. The ~~has~~Registrant’s ~~duly~~investment ~~caused~~in ~~this~~the ~~report~~Partnership towas bezero ~~signed~~as of December 10, 2012, the date on which the Registrant began consolidating its ~~behalf~~investment byin the ~~undersigned~~Partnership ~~hereunto~~in ~~duly~~the ~~authorized~~Registrant’s financial statements.

~~REAL ESTATE ASSOCIATES LIMITED By: National Partnership Investments, LLC Corporate General Partner By: /s/ Brian Flaherty Brian Flaherty Senior Managing Director~~1

~~DATED: October 4, 2013~~SIGNATURE

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.


	REAL ESTATE ASSOCIATES LIMITED


	By: National Partnership Investments, LLC Corporate General Partner By: /s/ Joseph Dryden
	Joseph Dryden
	Director of Reporting

DATED: December 13, 2013

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