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): ~~January~~February 3021, 2014 (~~January~~February 2814, 2014)

Paladin Realty Income Properties, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-51860	20-0378980
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

10880 Wilshire Blvd., Suite 1400, Los Angeles, California 90024

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 996-8704

Not applicable

(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):

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~~Other ~~of Acquisition or Disposition of Assets~~Events.

On ~~January~~February 2814, 2014, ~~pursuant~~the toboard ~~the~~of ~~terms~~directors of ~~that certain Agreement and Plan of Merger, dated July 18, 2013, by and between~~ Paladin Realty Income Properties, Inc. (the “Company”)~~, Paladin~~ ~~Realty~~authorized ~~Income~~the ~~Properties,~~declaration ~~L.P., a Delaware limited partnership (“Paladin OP”), Resource Real Estate Opportunity OP, LP, a Delaware limited partnership (“Resource OP”),~~ and ~~RRE~~payment ~~Charlemagne~~of ~~Holdings, LLC,~~ a ~~Delaware~~liquidating ~~limited liability~~cash ~~company~~distribution ~~(“RRE”),~~in asthe ~~amended~~amount ~~by that certain Amendment to Agreement and Plan~~ of ~~Merger~~$7.25 ~~dated~~per ~~August~~share ~~16,~~for ~~2013,~~stockholders ~~as further amended by that certain Second Amendment to Agreement and Plan~~ of ~~Merger~~record ~~dated September 13, 2013, and~~ as ~~further amended by that certain Third Amendment to Agreement and Plan~~ of ~~Merger~~February ~~dated December 16~~14, ~~2013 (as amended, the “Merger Agreement”), Paladin OP merged with and into RRE with RRE surviving the merger~~2014.

~~The~~Following ~~Merger~~the ~~Agreement~~payment ~~and~~of the ~~other transactions~~liquidating ~~contemplated~~cash bydistribution, the ~~Merger~~Company ~~Agreement,~~will asliquidate ~~well~~and asdissolve ~~the~~pursuant ~~dissolution~~to ofMaryland ~~the~~General ~~Company,~~Corporation ~~were~~Law ~~approved~~and bywill ~~the~~file ~~Company’s~~with ~~board of~~the ~~directors~~Securities and byExchange ~~the~~Commission ~~Company’s~~a ~~shareholders~~Form at15 ~~the~~requesting ~~annual~~that ~~meeting~~shares of ~~shareholders~~the ~~held~~Company’s oncommon ~~December~~stock ~~19,~~be ~~2013.~~deregistered ~~The~~under ~~consideration~~Section 12(g) ~~received~~of ~~in connection with~~ the ~~merger~~Securities ~~was~~Exchange ~~$51.2~~Act ~~million, exclusive~~ of ~~transaction costs~~1934, ofas ~~which~~amended ~~the Company’s share was 99.8%, or approximately $51.1 million~~ (the “~~Merger~~Exchange ~~Consideration~~Act”)~~. The Merger Consideration~~, ~~along~~and ~~with~~that ~~cash in~~ the ~~bank,~~ ~~less~~Company’s ~~funds~~reporting ~~necessary~~obligations under ~~for~~Sections ~~the~~13 ~~payment~~and by15(d) ~~Paladin OP~~ of ~~fees~~the ~~and~~Exchange ~~expenses~~Act ~~related~~with respect to the ~~transaction, and~~ Company’s ~~expenses and~~common ~~reserves,~~stock ~~will~~ be ~~distributed to stockholders as soon as practicable, which is expected to be no later than March 31, 2014~~suspended.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 24, 2013, and is incorporated herein by reference.SIGNATURES

~~Item~~Pursuant ~~9.01.~~to ~~Financial~~the ~~Statements~~requirements of ~~and~~the ~~Exhibits~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

(d) Exhibits.

	PALADIN REALTY INCOME PROPERTIES, INC.



Date: February 21, 2014	By:	/s/ John A. Gerson
		John A. Gerson
		Chief Financial Officer

2.1 Agreement and Plan of Merger, dated July 18, 2013, by and among the Company, Paladin OP, Resource Real Estate Opportunity OP, LP, and RRE Charlemagne Holdings, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed July 24, 2013).

2.2 Amendment to Agreement and Plan of Merger dated August 16, 2013 by and among the Company, Paladin OP, Resource OP and RRE (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed with the SEC on November 1, 2013).

2.3 Second Amendment to Agreement and Plan of Merger, dated September 13, 2013, by and among the Company, Paladin OP, Resource OP and RRE (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed with the SEC on November 1, 2013).

2.4 Third Amendment to Agreement and Plan of Merger, dated December 16, 2013, by and among the Company, Paladin OP, Resource OP and RRE attached hereto.

SIGNATURES

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.

	PALADIN REALTY INCOME PROPERTIES, INC.
Date: January 30, 2014	By:	/s/ John A. Gerson
		John A. Gerson Executive Vice President and Chief Financial Officer

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