UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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~~March 426, ~~2009~~2010

PRESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

Maryland	000-12210	04-2801764
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1280 Massachusetts Avenue, 4th Floor, Cambridge, Massachusetts		02138
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 876-4800

(Former name or former address, if changed 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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

xo Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 2.01. ~~Entry into~~Completion aof ~~Material~~Acquisition ~~Definitive~~or ~~Agreement~~Disposition of Assets.

On ~~December~~ 4March 26, ~~2009~~2010, Presidential Associates I Limited Partnership, a Maryland limited partnership (the “Registrant” or “Presidential”), and ERI/Presidential ~~LLC~~Merger Sub Limited Partnership, a ~~Massachusetts~~Maryland limited ~~liability~~partnership ~~company~~(the “Merger Sub”), filed the Articles of Merger with the Maryland State Department of Assessments and Taxation to consummate that certain Agreement and Plan of Merger (the “~~Parent~~Merger Agreement”) dated as of December 4, ~~ERI/Presidential~~ ~~Merger~~2009 ~~Sub~~by ~~Limited~~and ~~Partnership~~among Registrant, ERI/Presidential LLC, a ~~Maryland~~Massachusetts limited ~~partnership~~ liability company, (the “~~Merger Sub~~Parent”), Merger Sub, and Winthrop Financial Co., Inc., a Massachusetts corporation (the “Managing General Partner”) ~~entered~~whereby ~~into~~Merger anSub merged ~~Agreement~~with and ~~Plan~~into ofthe ~~Merger~~Registrant, with the Registrant being the surviving entity (the “Merger ~~Agreement~~”). Parent and the Managing General Partner are both subsidiaries of Equity Resource Investments, LLC. The general partner of Merger Sub is ERF Manager LLC, a subsidiary of Equity Resource Investments, LLC, and the sole limited partner of Merger Sub is Parent.

~~The closing~~As ~~of the Merger Agreement is subject to, among other conditions, the approval of the Merger Agreement by the affirmative vote of the limited partners of the Registrant holding~~ a majority of the limited partnership interests. Upon the closing of the Merger Agreement, Merger Sub will merge with and into the Registrant, with the Registrant being the surviving entity (the “Merger”). As a result of the Merger, all limited partnership units of the Registrant ~~will~~are be now owned by Parent, representing approximately 99% of the outstanding interests in the Registrant, and the general partners of the Registrant ~~will continue to~~ hold approximately 1% of the outstanding interests in the Registrant. Each unit of limited partnership interest ~~will~~has bebeen converted into the right to receive $8,~~600~~ 350 in cash without interest.

~~The Registrant~~On ~~and~~March ~~the~~3, ~~Managing~~2010, ~~General~~Presidential ~~Partner~~solicited ~~have~~a ~~agreed~~ballot to ~~take~~its ~~all~~limited ~~steps necessary~~partners with respect to ~~seek,~~a ~~and~~proposal ~~use~~to ~~their~~adopt ~~reasonable~~the ~~efforts~~Merger toAgreement ~~obtain,~~and approve the ~~consent~~Merger ~~of the~~as ~~limited~~further ~~partners~~described ofin ~~the~~Presidential’s ~~Registrant~~Information ~~and~~Statement Furnished in Connection with the ~~consent~~Solicitation of ~~the~~Consents, ~~associate~~dated ~~general partner~~March of3, ~~the~~2010. On ~~Registrant~~March to26, ~~approve~~2010, Presidential tabulated the ~~Merger~~results ~~Agreement. If~~of the consent solicitation and reported that of the 590 outstanding limited ~~partners~~partnership isunits, ~~not~~491 ~~obtained~~units byvoted ~~April~~“FOR” 30such proposal, 6 ~~2010~~units ~~Parent~~voted “AGAINST,” 1 unit voted to “ABSTAIN” and ~~Merger~~ ~~Sub,~~92 onunits ~~the~~did ~~one~~not ~~hand~~submit a ballot, orrepresenting the ~~Managing~~affirmative ~~General~~vote ~~Partner~~of ~~and~~a ~~the~~majority ~~Registrant~~of all outstanding units of limited partnership interest. Therefore, on Presidential received the ~~other~~requisite ~~hand,~~consent ~~may~~of ~~terminate~~the outstanding limited partnership units to approve the Merger Agreement and consummate the Merger.

~~The Registrant,~~As ~~Managing~~a ~~General~~result ~~Partner~~of the Merger, ~~Parent~~the ~~and~~number ~~Merger~~of ~~Sub~~holders ~~have~~of ~~made~~units ~~customary representations,~~of ~~warranties~~limited ~~and~~partnership ~~covenants~~interest inof ~~the~~Presidential ~~Merger Agreement. The~~was ~~Registrant’s~~reduced ~~covenants~~to ~~include,~~less ~~among~~than ~~other things~~300, ~~covenants~~ ~~regarding~~enabling the ~~operation~~Presidential to terminate its registration of the ~~business~~units ~~prior~~of tolimited ~~the closing. The~~partnership ~~Merger~~interest ~~Agreement~~and ~~may~~suspend beits ~~terminated~~reporting byobligations awith ~~party~~the ~~thereto under~~Securities ~~specified~~and ~~circumstances~~Exchange asCommission. Presidential ~~set~~expects ~~forth~~to infile ~~the~~a ~~Merger~~Form 15 ~~Agreement,~~with ~~and~~the noSecurities ~~party will~~and beExchange ~~required~~Commission to ~~pay~~cease reporting as a ~~termination~~public ~~fee~~company as soon as practicable.

The Merger Agreement has been filed as an exhibit to this Current Report on Form 8-K as Exhibit 101.011 to provide information regarding the terms of the agreement. Such agreement and its summary as set forth herein are not intended to modify or supplement any factual disclosures about the Registrant, the Managing General Partner, the Parent or Merger Sub in the Registrant’s public reports filed with the Securities and Exchange Commission. In particular, the Merger Agreement and the related summaries are not intended to be, and should not be relied upon as, disclosures regarding any facts and circumstances relating to the Registrant, the Managing General Partner, the Parent or the Merger Sub. The representations and warranties have been negotiated with the principal purpose of establishing the circumstances in which a party would have had the right not to close the Merger ~~Agreement~~ if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and allocates risk between the parties, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to investors. The foregoing description of the Merger Agreement does not purport to be complete, and is qualified in its entirety by reference to Merger Agreement, a copy of which is filed as Exhibit 101.011 hereto and incorporated herein by reference.

2Item 5.07 Submission of Matters to a Vote of Security Holders

~~Additional~~On March 3, 2010, Presidential solicited a ballot to its limited partners with respect to a proposal to adopt the Merger Agreement and approve the Merger as further described in Presidential’s Information Statement Furnished in Connection with the Solicitation of Consents, dated March 3, 2010. On March 26, 2010, Presidential tabulated the results of the consent solicitation and ~~Where~~ reported that of the 590 outstanding limited partnership units, 491 units voted “FOR” such proposal, 6 units voted “AGAINST,” 1 unit voted to ~~Find~~“ABSTAIN” Itand 92 units did not submit a ballot, representing the affirmative vote of a majority of all outstanding units of limited partnership interest. Therefore, Presidential received the requisite consent of the outstanding limited partnership units to approve the Merger Agreement and consummate the Merger.

In connection with the proposed Merger and required approval of the limited partners, the Registrant will file with the Securities and Exchange Commission an consent solicitation on Schedule 14A. Limited partners of the Registratant and other interested persons are urged to read the consent solicitation and other relevant materials when they become available as they will contain important information about the Registratant, the Merger and the Merger Agreement. The definitive consent solicition will be mailed to limited partners as of a record date to be established for voting on the proposed Merger and Merger Agreement. Limited partners in the Registrant will be able to obtain a free copy of such filings at the Securities and Exchange Commission’s internet site (http://www.sec.gov). Copies of such filings can also be obtained, without charge, by directing a request to Presiential Associates I Limited Partnership at 1280 Massachusetts Ave., 4th Floor, Cambridge, Massachusetts 02138. Such documents are not currently available.

Participants in Solicitation

The Regisrant and certain of affiliates, including PRESIDENTIAL ASSOCIATES I LIMITED PARTNERSHIP, ERI/PRESIDENTIAL LLC, ERI/PRESIDENTIAL MERGER SUB LIMITED PARTNERSHIP, EQUITY RESOURCE INVESTMENTS, LLC, WINTHROP FINANCIAL CO., INC., LINNAEUS-PHOENIX ASSOCIATES LIMITED PARTNERSHIP, DCA ADOLPHUS LLC, ERI/WIN GP LLC, ERF MANAGER LLC, EQUITY RESOURCE FUND XXIV, LLC, ERF FUND XXIV GP LLC, EGGERT DAGBJARTSSON, VICTOR J. PACI and ANDREW PRAGUE may be deemed to be participants in the solicitation of consents from the limited partners of the Registrant in respect of the proposed Merger. Information about these affiliates of the Registrant is set forth in the Annual Report on Form 10-K for the Registrant’s most recent fiscal year ended December 30, 2008, which was filed with the Securities and Exchange Commission. Investors may obtain additional information regarding the interest of such participants by reading the proxy statement regarding the proposed Merger when it becomes available.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.01	Agreement and Plan of Merger dated as of December 4, 2009 by and among Presidential Associates I Limited Partnership, Winthrop Financial Co., Inc., ERI/Presidential LLC, and ERI/ Presidential Merger Sub Limited Partnership
1.1	Agreement and Plan of Merger dated as of December 4, 2009 by and among Presidential Associates I Limited Partnership, Winthrop Financial Co., Inc., ERI/Presidential LLC, and ERI/ Presidential Merger Sub Limited Partnership (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on December 7, 2009)

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.

		Presidential Associates I Limited Partnership
		(Registrant)
		By: Winthrop Financial Co., Inc., its Managing General Partner
Date: December 7, 2009		By: /s/ Eggert Dagbjartsson
Date: March 29, 2010		By: /s/ Eggert Dagbjartsson
		(Signature)
		Name: Eggert Dagbjartsson
		Title: Chief Executive Officer
		(Signature)

EXHIBIT LIST

Exhibit	Description
10.01	Agreement and Plan of Merger dated as of December 4, 2009 by and among Presidential Associates I Limited Partnership, Winthrop Financial Co., Inc., ERI/Presidential LLC, and ERI/ Presidential Merger Sub Limited Partnership
1.1	Agreement and Plan of Merger dated as of December 4, 2009 by and among Presidential Associates I Limited Partnership, Winthrop Financial Co., Inc., ERI/Presidential LLC, and ERI/ Presidential Merger Sub Limited Partnership (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed on December 7, 2009)

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