CAPITAL REALTY INVESTORS TAX EXEMPT FUND LTD PARTNERSHIP
15-15D, 1996-12-31
REAL ESTATE
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             SECURITIES AND EXCHANGE COMMISSION 
                               
                   Washington, D.C. 20549 
                               
                           FORM 15 
                               
 Certificate and Notice of Termination of Registration under 
          Section 12(g) of the Securities Exchange 
   Act of 1934 or Suspension of Duty to File Reports Under 
           Sections 13 and 15(d) of the Securities 
                    Exchange Act of 1934. 
                               
                         Commission File Number:  1-9793 
                               
            CAPITAL REALTY INVESTORS TAX EXEMPT FUND LIMITED PARTNERSHIP
   (Exact name of registrant as specified in its charter) 
                               
11200 Rockville Pike, Rockville, Maryland 20852 (301)231-8700
     (Address, including zip code, and telephone number, 
            including area code, of registrant's 
                principal executive offices) 
                               
                 Beneficial Assignee Certificates, Series I
                 Beneficial Assignee Certificates, Series II
  (Title of each class of securities covered by this Form) 
 
Title of all other classes of securities for which a duty to 
     file reports under section 13(a) or 15(d) remains) 
                               
     Please place an X in the box(es) to designate the 
appropriate rules provision(s) relied upon to terminate or 
suspend duty to file reports: 
 
  Rule 12g-4(a)(1)(i)    [  ] Rule 12h-3(b)(1)(ii)    [  ] 
 Rule 12g-4(a)(1)(ii)    [  ]  
  Rule 12g-4(a)(2)(i)    [  ]  Rule 12h-3(b)(2)(i)    [  ] 
 Rule 12g-4(a)(2)(ii)    [  ]  
  Rule 12h-3(b)(1)(i)    [x ] Rule 12h-3(b)(2)(ii)    [  ] 
                               
                                        Rule 15d-6    [  ] 
 
     Approximate number of holders of record as of the 
certification or notice date: 
 
          1 
 
     Pursuant to the requirements of the Securities Exchange 
Act of 1934, Capital Realty Investors Tax Exempt Fund Limited 
Partnership has caused this certification/notice to be signed 
on its behalf by the undersigned duly authorized person. 


DATE:   December 31, 1996      CAPREIT GP, INC.
                               BY: /s/ Richard L. Kadish
                                   Richard L. Kadish
                                   President


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