REAL ESTATE ASSOCIATES LTD/CA
8-K, 1998-10-14
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       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 14, 1998


                         Real Estate Associates Limited
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


California                  000-09262                   95-3187912
- --------------------------------------------------------------------------------
(State or Other            (Commission            (I.R.S. Employer
Jurisdiction of           File Number)              Identification
incorporation)                                                No.)





            9090 Wilshire Boulevard, Beverly Hills, California 90211
- --------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       (Registrant's Telephone Number, Including Area Code) (310) 278-2191


- --------------------------------------------------------------------------------
         (Former Name or Former Address, If Changed Since Last Report.)



766770.1
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<PAGE>



ITEM 5.           Other Events.

                  Real Estate Associates Limited, a California limited
partnership (the "Registrant"), is filing this Current Report on Form 8-K in
connection with the extension of the consent solicitation period relating to the
sale of certain properties held by the Registrant to October 30, 1998.


766770.1
                                        2

<PAGE>


                                   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.


                         REAL ESTATE ASSOCIATES LIMITED,
                           a California Limited Partnership


        By:      NATIONAL PARTNERSHIP INVESTMENT
                 CORP., a California Corporation,
                 a General Partner



                  By:       /s/ Henry C. Casden
                        ------------------------------------------
                        Name:      Henry C. Casden
                        Title:     Senior Executive Vice President



Date:  October 14, 1998


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