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): February 28, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Real Estate Associates Limited (the “Partnership”) announced that, effective February 28, 2013, the sole member of the corporate general partner of the Partnership has appointed Mr. Edward Schmidt as the Director of Reporting of the general partner of the Partnership and of Bethesda Holdings, II, LLC, and the equivalent of the chief financial officer of the Partnership. Since February 2012, Mr. Schmidt has worked with McGrath Investment Management, LLC, most recently as a Director with responsibilities for fund management and investor reporting. From 2010 through 2012, Mr. Schmidt served as a senior analyst for Apartment Investment and Management Company (“Aimco”), a public reporting real estate investment trust, working in various management capacities, including within the finance function, the transaction finance and analytics department and the fund management department, which handled the internal investor reporting for Aimco. Prior to that, Mr. Schmidt worked in public accounting with Clifton Gunderson, LLP, now known as Clifton Larson Allen, LLP, where he served as a financial accountant for Special District Services, local government consultant, and, from 2008 to 2010, as auditor for the California State Revolving Fund. Mr. Schmidt received a Bachelor of Science Degree with a double concentration in Finance and Accounting from Colorado State University.

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/ Brian Flaherty
	Brian Flaherty
	Senior Managing Director

DATED: February 28, 2013

REAL ESTATE ASSOCIATES LTD/CA 8-K