RESORT INCOME INVESTORS INC
8-K, 1998-11-09
REAL ESTATE INVESTMENT TRUSTS
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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)      November 9, 1998




                        RESORT INCOME INVESTORS, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)




   Delaware                     1-10084                  36-3593298
- ------------------            ------------             --------------
(State of or other            (Commission              (IRS Employer
jurisdiction of               File Number)             Identification
incorporation)                                         Number)




150 South Wacker Drive, Suite 2900, 
Chicago, Illinois                                         60606
- ----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)




Registrant's telephone number, including area code      (312) 683-3323




- ------------------------------------------------------
(Former name or address, if changed since last report)




<PAGE>


ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS.

            99.1  Press Release of the Company dated November 9, 1998.



<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, thereunto duly authorized.



                                    RESORT INCOME INVESTORS, INC.
                                    (Registrant)



DATE:  November 9, 1998       By:   /s/ John R. Young
                                    -----------------------------------
                                    Name:     John R. Young
                                    Title:    Chairman of the Board of
                                              Directors, Chief Executive
                                              Officer, President and
                                              Chief Financial Officer



                                                            EXHIBIT 99.1    



                        RESORT INCOME INVESTORS, INC.
                        -----------------------------


FOR IMMEDIATE RELEASE



CONTACT:          INVESTOR RELATIONS DEPARTMENT

TELEPHONE:        (312) 683-3323

FAX:              (312) 683-3324




                        RESORT INCOME INVESTORS, INC.
                    DISTRIBUTION TO STOCKHOLDERS DELAYED



      Chicago, Illinois, November 9, 1998 -- Resort Income Investors, Inc.
(NASDAQ EBB: RIIV) announced today that the first liquidation distribution
to its stockholders (which was anticipated to take place prior to year-end)
will be delayed until either:  (i) the Company has been released or
dismissed from the complaint pending in the Civil District Court for the
Parish of Orleans, State of Louisiana, entitled THE VENTURE INTERNATIONAL
GROUP V. C.C. PARTNERS CORP., et al., No. 1993-00870 (the "Complaint"); or
(ii) the Delaware Court of Chancery has established a contingency reserve
for the Complaint.

      In connection with a loan the Company made a number of years ago to
Canadian Pavilion Limited Partnership, an entity affiliated with
Christopher B. Hemmeter, the Company was named as defendant in two lawsuits
(in addition to the Complaint), entered into a settlement agreement and
received a nominal payment.  The Complaint is brought by parties which were
not parties to the settlement agreement and seeks rescission of agreements
and consent judgments between the Company, Canadian Pavilion Limited
Partnership, C.C. Partners Corp., Con Demmas, Venture International Holding
Company and Venture International Group.

      The Company has filed a motion to dismiss the Complaint which is
pending, and will continue to explore its options with respect to the
Complaint.  Management cannot presently anticipate the dates on which the
Complaint will be resolved and the first distribution to the stockholders
will be made.



<PAGE>


      If the Complaint is resolved before the end of the Company's first
fiscal quarter in 1999, the Company anticipates that the liquidation
distribution will be between $.57 and $.62 per share to Company
stockholders as of the record date to be established by the Board of
Directors.  Upon the first distribution, the Company will retain sufficient
cash and/or assets to satisfy its remaining liabilities.  The Company
anticipates that a second distribution would only be made if it is
economically feasible and then only to the extent that the retained assets
exceed liabilities.  For information on the Company's financial status and
balance sheet information, stockholders should refer to the documents filed
by it with the Securities and Exchange Commission, copies of which are
available upon request to the Investor Relations Department.

      The Company's shares of common stock are listed on the NASDAQ
Electronic Bulletin Board under the symbol "RIIV."  The Company has
4,156,000 shares outstanding.


      Some of the statements in this press release are forward-looking
statements that are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, and actual results could
be affected by many factors, including the timing, litigation and
settlement costs, if any, of resolving the Complaint, the market for the
assets held by the Company, the assessment of liquidation expenses, and the
continuation of reasonably stable conditions during the entire liquidation
period.







                                    -END-


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