--------------------------------------------------------------------------------
                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               ------------------



                                   FORM 10-QSB


                               ------------------



             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2002


                               ------------------



                         Commission file number 33-11096

                         CRI HOTEL INCOME PARTNERS, L.P.
             Organized pursuant to the Laws of the State of Delaware


                               ------------------



        Internal Revenue Service - Employer Identification No. 52-1500621

                 11200 Rockville Pike, Rockville, Maryland 20852

                                 (301) 468-9200


                               ------------------



Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the  registrant  was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days. Yes |X| No o


--------------------------------------------------------------------------------
<PAGE>



                         CRI HOTEL INCOME PARTNERS, L.P.

                              INDEX TO FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2002


                                                                          Page
                                                                          ----

Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
           - March 31, 2002 and December 31, 2001.........................  1

         Statements of Income
           - for the three months ended March 31, 2002 and 2001...........  2

         Statement of Changes in Partners' (Deficit) Capital
           - for the three months ended March 31, 2002....................  3

         Statements of Cash Flows
           - for the three months ended March 31, 2002 and 2001...........  4

         Notes to Financial Statements
           - March 31, 2002 and 2001......................................  5

Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations...................................... 10


Part II. OTHER INFORMATION

Item 5.  Other Information................................................ 15

Item 6.  Exhibits and Reports on Form 8-K................................. 15

Signature................................................................. 16

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 1. Financial Statements
        ---------------------

                         CRI HOTEL INCOME PARTNERS, L.P.

                                 BALANCE SHEETS


                                     ASSETS

<TABLE>
<CAPTION>
                                                                                            March 31,      December 31,
                                                                                              2002            2001
                                                                                           ------------    ------------
                                                                                           (Unaudited)
<S>                                                                                        <C>             <C>
Property and equipment - at cost:
  Land .................................................................................   $  1,574,490    $  1,574,490
  Buildings and site improvements ......................................................     13,842,824      13,840,515
  Furniture, fixtures and equipment ....................................................      2,165,629       2,105,067
  Leasehold improvements ...............................................................      1,431,234       1,422,865
                                                                                           ------------    ------------

                                                                                             19,014,177      18,942,937
  Less: accumulated depreciation and amortization ......................................     (8,070,618)     (7,794,067)
                                                                                           ------------    ------------

                                                                                             10,943,559      11,148,870

Hotel operating cash ...................................................................        199,216         224,656
Cash and cash equivalents ..............................................................           --           177,278
Working capital reserve ................................................................        142,477         192,910
Capital improvements, real estate tax and insurance reserves held by servicer ..........        340,886         180,368
Receivables and other assets ...........................................................        792,509         458,953
Acquisition fees, principally paid to related parties,
  net of accumulated amortization of $482,448 and $473,947, respectively ...............        537,656         546,157
Property purchase costs,
  net of accumulated amortization of $85,852 and $84,333, respectively .................         96,414          97,933
                                                                                           ------------    ------------

    Total assets .......................................................................   $ 13,052,717    $ 13,027,125
                                                                                           ============    ============



                   LIABILITIES AND PARTNERS' (DEFICIT) CAPITAL


Current liabilities:
  Accounts payable and accrued expenses ................................................   $    650,156    $    465,992
  Distributions payable ................................................................           --           177,278
  Hotel trade payables .................................................................        215,682         176,272
  Short-term portion of mortgage payable ...............................................        155,910         152,940
                                                                                           ------------    ------------

Total current liabilities ..............................................................      1,021,748         972,482
                                                                                           ------------    ------------

Long term debt:
  Mortgage payable .....................................................................      8,201,036       8,243,358
                                                                                           ------------    ------------

    Total liabilities ..................................................................      9,222,784       9,215,840
                                                                                           ------------    ------------

Commitments and contingencies

Partners' (deficit) capital:
  General Partner ......................................................................       (312,185)       (312,558)
  Beneficial Assignee Certificates (BACs) Series A;
    868,662 BACs issued and outstanding ................................................      4,142,118       4,123,843
                                                                                           ------------    ------------

    Total partners' capital ............................................................      3,829,933       3,811,285
                                                                                           ------------    ------------

    Total liabilities and partners' capital ............................................   $ 13,052,717    $ 13,027,125
                                                                                           ============    ============
</TABLE>


                          The accompanying notes are an
                             integral part of these
                              financial statements.

                                       -1-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 1. Financial Statements
        ---------------------


                         CRI HOTEL INCOME PARTNERS, L.P.

                              STATEMENTS OF INCOME

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        For the three months ended
                                                                 March 31,
                                                        --------------------------
                                                            2002          2001
                                                        -----------    -----------
<S>                                                     <C>            <C>
Revenue:
  Rooms .............................................   $ 2,334,580    $ 2,706,616
  Telephone .........................................        36,853         54,194
  Rental and other ..................................        66,988         83,870
  Food and beverage .................................        10,202         15,279
                                                        -----------    -----------

                                                          2,448,623      2,859,959

Departmental expenses:
  Rooms .............................................      (613,553)      (669,386)
  Telephone .........................................       (22,070)       (29,294)
  Rental and other ..................................       (28,347)       (33,859)
  Food and beverage .................................        (8,341)       (13,855)
                                                        -----------    -----------

                                                           (672,311)      (746,394)
                                                        -----------    -----------

Gross operating income ..............................     1,776,312      2,113,565
                                                        -----------    -----------

Unallocated operating income (expenses):
  Interest and other income .........................        22,383         24,233
  General and administrative ........................      (321,983)      (369,567)
  Building lease ....................................      (218,407)      (236,371)
  Marketing .........................................      (233,979)      (260,426)
  Depreciation and amortization .....................      (290,643)      (267,620)
  Energy ............................................      (119,924)      (146,629)
  Property taxes ....................................      (161,739)      (152,202)
  Property operations and maintenance ...............      (143,889)      (148,411)
  Management fees ...................................       (86,336)      (100,352)
  Base asset management fee, paid to related parties        (23,438)       (23,438)
  Professional fees .................................       (17,914)       (16,921)
  Loss on disposal of fixed assets ..................          --          (25,000)
                                                        -----------    -----------

                                                         (1,595,869)    (1,722,704)
                                                        -----------    -----------

Operating income ....................................       180,443        390,861

Other expense:
  Interest expense ..................................      (161,795)      (164,543)
                                                        -----------    -----------

Net income ..........................................   $    18,648    $   226,318
                                                        ===========    ===========


Net income allocated to General Partner (2%) ........   $       373    $     4,526
                                                        ===========    ===========

Net income allocated to BAC Holders (98%) ...........   $    18,275    $   221,792
                                                        ===========    ===========

Net income per BAC, based on 868,662 BACs outstanding   $      0.02    $      0.26
                                                        ===========    ===========
</TABLE>

                          The accompanying notes are an
                             integral part of these
                              financial statements.

                                       -2-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 1. Financial Statements
        ---------------------

                         CRI HOTEL INCOME PARTNERS, L.P.

               STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL

                                   (Unaudited)


<TABLE>
<CAPTION>

                                                                    Beneficial
                                                                     Assignee
                                                      General       Certificate
                                                      Partner         Holders           Total
                                                     ---------      -----------      ----------
<S>                                                  <C>            <C>              <C>
Partners' (deficit) capital, January 1, 2002         $(312,558)      $4,123,843      $3,811,285

  Net income                                               373           18,275          18,648
                                                     ---------       ----------      ----------

Partners' (deficit) capital, March 31, 2002          $(312,185)      $4,142,118      $3,829,933
                                                     =========       ==========      ==========
</TABLE>


                          The accompanying notes are an
                             integral part of these
                              financial statements.

                                       -3-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 1. Financial Statements
        ---------------------

                         CRI HOTEL INCOME PARTNERS, L.P.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                          For the three months ended
                                                                                  March 31,
                                                                          --------------------------
                                                                            2002          2001
                                                                          ---------    ---------
<S>                                                                       <C>          <C>
Cash flows from operating activities:
  Net income ..........................................................   $  18,648    $ 226,318

  Adjustments to reconcile net income to net cash provided by operating
    activities:
    Depreciation and amortization .....................................     290,643      267,620
    Loss on disposal of fixed assets ..................................        --         25,000

    Changes in assets and liabilities:
      Increase in receivables and other assets, net ...................    (337,628)    (238,525)
      Increase in accounts payable and accrued expenses ...............     184,164      359,137
      Increase (decrease) in hotel trade payables .....................      39,410      (69,741)
                                                                          ---------    ---------

        Net cash provided by operating activities .....................     195,237      569,809
                                                                          ---------    ---------


Cash flows from investing activities:
  Net additions to property and equipment .............................     (71,240)    (197,035)
  Net withdrawals from (deposits to) working capital reserve ..........      50,433      (91,392)
  Net deposits to capital improvements, real estate tax and
    insurance reserves held by servicer ...............................    (160,518)    (116,566)
                                                                          ---------    ---------

        Net cash used in investing activities .........................    (181,325)    (404,993)
                                                                          ---------    ---------


Cash flows from financing activities:
  Distributions paid to BAC Holders and General Partner ...............    (177,278)    (150,687)
  Payment of principal on mortgage payable ............................     (39,352)     (36,604)
                                                                          ---------    ---------

        Net cash used in financing activities .........................    (216,630)    (187,291)
                                                                          ---------    ---------


Net decrease in hotel operating cash and cash and cash equivalents ....    (202,718)     (22,475)

Hotel operating cash and cash and cash equivalents, beginning of period     401,934      326,889
                                                                          ---------    ---------

Hotel operating cash and cash and cash equivalents, end of period .....   $ 199,216    $ 304,414
                                                                          =========    =========



Supplemental disclosure of cash flow information:
  Cash paid during the period for interest ............................   $ 161,795    $ 164,543
                                                                          =========    =========
</TABLE>

                          The accompanying notes are an
                             integral part of these
                              financial statements.

                                       -4-

<PAGE>
                         CRI HOTEL INCOME PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2002 and 2001

                                   (Unaudited)


1.   BASIS OF PRESENTATION

     In the opinion of CRICO Hotel Associates I, L.P. (the General Partner), the
accompanying unaudited financial statements reflect all adjustments,  consisting
of normal recurring accruals, necessary for a fair presentation of the financial
position of CRI Hotel Income Partners,  L. P. (the  Partnership) as of March 31,
2002,  and the results of its operations and its cash flows for the three months
ended March 31, 2002 and 2001.  The results of operations for the interim period
ended  March 31,  2002,  are not  necessarily  indicative  of the  results to be
expected for the full year.

     The  accompanying  unaudited  financial  statements  have been  prepared in
conformity with accounting principles generally accepted in the United States of
America  and  with the  instructions  to  Form10-QSB.  Certain  information  and
accounting  policies and  footnote  disclosures  normally  included in financial
statements prepared in conformity with accounting  principles generally accepted
in the United States of America have been condensed or omitted  pursuant to such
instructions. These condensed financial statements should be read in conjunction
with the financial  statements and notes thereto  included in the  Partnership's
annual report on Form 10-KSB at December 31, 2001.

     The Partnership and the chief operating decision maker consider the hotels'
operations as a single homogeneous  business activity as it relates to achieving
their  objectives  of cash  flow  growth  and  capital  appreciation.  The chief
operating  decision  maker  reviews  cash  flow  and  operating  results  in the
aggregate in order to determine  the  appropriate  level of cash  available  for
distribution to the investors in the Partnership.  Accordingly,  the Partnership
considers  itself to operate in a single  reportable  segment in accordance with
Statement of Financial Accounting Standards No. 131.


2.   LONG-LIVED ASSETS

     The Partnership reviews long-lived assets for impairment whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be fully recoverable. Recoverability is measured by a comparison of the carrying
amount of an asset to the estimated future  undiscounted net cash flows expected
to be generated by the asset.  If an asset were  determined to be impaired,  its
basis would be adjusted to fair value through the  recognition  of an impairment
loss.


3.   WORKING CAPITAL RESERVE; INTERCOMPANY TRANSACTIONS

     The working  capital  reserve of $142,477 and $192,910 as of March 31, 2002
and  December  31,  2001,  respectively,  represents  cash and cash  equivalents
maintained as working capital for the  Partnership.  The working capital reserve
may be increased or reduced by the General Partner as it deems appropriate.

                                       -5-

<PAGE>
                         CRI HOTEL INCOME PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2002 and 2001

                                   (Unaudited)


3.   WORKING CAPITAL RESERVE; INTERCOMPANY TRANSACTIONS - Continued

     On June 28, 2000, the Partnership advanced $150,000 to the Scottsdale hotel
in the form of a  non-interest  bearing loan,  which was repaid during the first
quarter of 2001.

     On September 27, 2001, the Partnership  advanced $100,000 to the Scottsdale
hotel in the form of a  non-interest  bearing  loan.  On February 27, 2002,  the
Scottsdale hotel repaid $75,000 of this loan. The remaining  $25,000 balance was
repaid on April 9, 2002.  The  outstanding  balances of $25,000 and  $100,000 at
March 31, 2002 and December 31, 2001, respectively,  have been eliminated in the
preparation of the accompanying balance sheets.


4.   CAPITAL IMPROVEMENTS, REAL ESTATE TAX AND INSURANCE
       RESERVES HELD BY SERVICER

     In addition to the monthly  loan  installments,  as  discussed  below,  the
Partnership   also  makes  monthly  payments  which  are  escrowed  for  capital
improvements  reserves (CIR) and estimated annual real estate taxes. The monthly
CIR  payment  totaling  $19,365  is held in  escrow  and may be  drawn on by the
Partnership for ongoing capital improvement expenditures and for the replacement
of furniture,  fixtures and equipment at the hotels. The monthly real estate tax
payments equal  one-twelfth of the estimated  yearly taxes and assessments to be
levied on the  hotels,  currently  estimated  as $39,961  per month for the year
2002.  The  servicer of the loan pays such taxes and  assessments  when due from
these escrows. Both the CIR and real estate tax payments are due on the same day
as the monthly principal and interest installments, commencing February 1, 1998,
until the current loan is paid in full.

     During the three months ended March 31, 2002 and 2001, the Partnership made
escrow  deposits  aggregating  $58,094 and  $58,094,  respectively,  for capital
improvements and $119,883 and $105,349,  respectively, for estimated annual real
estate  taxes.  As of March 31, 2002 and December 31,  2001,  the servicer  held
$133,587 and $92,953,  respectively,  for capital  improvements and $203,777 and
$83,893,  respectively,  for real estate taxes. Additionally,  the servicer held
$3,522 for insurance reserves as of both March 31, 2002 and December 31, 2001.


5.   MORTGAGE PAYABLE

     On December 19, 1997, the Partnership refinanced with Citicorp Real Estate,
Inc. (Citicorp) the Zero Coupon Notes which were originally issued in connection
with the  Partnership's  acquisition  of the  hotels.  The  current  loan  bears
interest  at the rate of 7.72% per annum and  matures  January 1, 2008.  On that
date, a balloon  payment in the amount of $7,273,441  will be due. In accordance
with the  terms of the  current  loan,  the  Partnership  began  paying  monthly
installments of principal and interest in the amount of $67,049 on the first day
of each month  beginning  February 1998. If any such monthly  installment is not
paid when due, the entire  principal  amount  outstanding  and accrued  interest
thereon  shall at once  become due and  payable,  at the  option of the  holder.
Subject to prepayment  terms, as discussed below, the current mortgage loan does
not  preclude  the  future  sale  of the  hotels,  either  individually  or as a
portfolio.

                                       -6-

<PAGE>
                         CRI HOTEL INCOME PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2002 and 2001

                                   (Unaudited)


5.   MORTGAGE PAYABLE - Continued

     Under the terms of the current loan,  such loan may be prepaid,  subject to
terms and  prepayment  penalties as set forth in the note.  The current loan has
been  securitized  in a "no lock"  program,  which permits the prepayment of the
current loan with a three percent  premium  during the first three years,  a two
percent  premium during the next three years,  a one percent  premium during the
next three years, and no penalty during the tenth and final year.  Additionally,
see Note 9 for further  information  concerning the acquisition and servicing of
this loan.

     The Partnership  made  installments  of principal and interest  aggregating
$201,147  during  the three  months  ended  both  March 31,  2002 and 2001.  The
Partnership's balance on this loan was $8,356,946 and $8,396,298 as of March 31,
2002 and December 31, 2001, respectively.


6.   DISTRIBUTIONS TO BAC HOLDERS

     No distributions  were declared and payable to BAC holders of record during
the first quarters of 2002 and 2001.


7.   COMMITMENTS

     a.   Hotel operations management agreements
          --------------------------------------

          The  Partnership  entered into  management  agreements  with Bryanston
     Group  d/b/a  Buckhead  Hotel  Management   Company,   Inc.  (Buckhead)  in
     connection with operation of the hotels. The management  agreements,  which
     were extended  during 2001 to expire  between  November 2007 and July 2008,
     provide  for a base asset  management  fee of 3.5% of gross  revenues  from
     operations. The management agreements also call for a marketing fee of 1.5%
     of net room  revenues,  a  reservation  fee of 2.3% of gross  revenues from
     rental of hotel guest rooms,  and an  incentive  management  fee  generally
     equal to 25% of net cash flow  available  after payment of a preferred cash
     flow return to the Partnership equal to 11% of the aggregate purchase price
     for Series A hotels owned by the Partnership.  No incentive management fees
     were earned for the first quarters of 2002 or 2001.

                                       -7-

<PAGE>
                         CRI HOTEL INCOME PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2002 and 2001

                                   (Unaudited)


7.   COMMITMENTS - Continued

     b.   Operating lease agreements
          --------------------------

          The Partnership  assumed an existing lease agreement from Days Inns in
     connection with the acquisition of the leasehold interest in the Scottsdale
     Days Inn. The  assumption  transfers  the rights to operate the property on
     the lease's  existing terms over the remaining life of the lease. The lease
     has been extended to expire on December 31, 2003.  The lease may be renewed
     at the option of the  lessee for an  additional  five year  period.  Annual
     lease  payments  are equal to the  greater of $140,450 or 22% of total room
     revenue and 2.5% of food and beverage  revenue.  Minimum lease  payments of
     $11,704 are payable monthly, with a quarterly analysis of the actual amount
     due.  For the three months  ended March 31, 2002 and 2001,  lease  payments
     were $218,407 and $236,371, respectively.

     c.   Scottsdale, Roseville and University capital improvements
          ---------------------------------------------------------

          During 2000, the General  Partner  approved a $930,000  renovation and
     capital improvement project for the Scottsdale hotel, to be funded from the
     working  capital  reserve of the Partnership in the amounts of $488,000 and
     $292,000  in  2000  and  2001,   respectively,   and  from  the  Scottsdale
     replacements  reserve in the  amounts of  $90,000  and  $60,000 in 2000 and
     2001, respectively. During 2000, $481,955 was funded by the Partnership and
     $51,785  was  funded  from  the  Scottsdale  replacements  reserve  for the
     Scottsdale  renovation  project.  During 2001, $252,726 was funded from the
     Partnership's  working  capital  reserve  and  $92,050  was funded from the
     Scottsdale  replacements  reserve to complete this project,  for a total of
     $878,516, which is less than the approved amount of $930,000.

          During  2000,  the  General  Partner  approved a  $145,000  renovation
     project for the  Roseville  hotel,  to be funded  from the working  capital
     reserve of the  Partnership in the amount of $70,000 and from the Roseville
     replacements  reserve in the amount of $75,000.  During  2000,  $20,409 was
     funded  from the  Partnership's  working  capital  reserve  and $75,526 was
     funded from the Roseville  replacements  reserve for this  project.  During
     2001, $46,192 was funded from the Partnership's  working capital reserve to
     complete  this  project,  for a total of  $142,127,  which is less than the
     approved amount of $145,000.

          In April 2001, the Partnership  approved a $280,000 renovation project
     for the  Minneapolis  hotel.  The cost was to be  funded  from the  working
     capital  reserve of the  Partnership in the amount of $217,000 and from the
     Minneapolis  replacements  reserve in the amount of $63,000.  During  2001,
     $72,813  was funded  from the  Partnership's  working  capital  reserve and
     $42,917  was funded  from the  Minneapolis  replacements  reserve  for this
     project.  In September 2001, the General Partner temporarily halted further
     expenditures  on this project,  but expects to resume this project later in
     2002.

                                       -8-

<PAGE>
                         CRI HOTEL INCOME PARTNERS, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                             March 31, 2002 and 2001

                                   (Unaudited)


8.   GROUND LEASE AGREEMENTS

     The Partnership  leases a portion of the  Minneapolis  Days Inn property to
Vicorp Restaurants, Inc. (Vicorp), which operates a Baker's Square restaurant on
the  property.  This lease  expires on December  31, 2005,  and  provides  three
options to extend the lease for  additional  periods of five years  each.  Gross
rental income pursuant to the lease agreement with Vicorp,  which is included in
interest and other income in the accompanying  statements of income, was $13,668
and $14,988 for the three months ended March 31, 2002 and 2001, respectively.

     The  Partnership  leases an  adjacent  building on the  Roseville  Days Inn
property  to Happy  Chef  Systems,  Inc.  (Happy  Chef).  Happy  Chef,  in turn,
subleases  this space to the India  Palace,  which  operates a restaurant on the
property.  During the third  quarter  2000,  Happy Chef  exercised the third and
final option on this lease, thereby extending the term for five additional years
through September 30, 2005. Happy Chef continues to sublease this space to India
Palace.  Gross rental income  pursuant to the lease  agreement  with Happy Chef,
which is included in interest and other income in the accompanying statements of
income,  was $7,500 for each of the three month periods ended March 31, 2002 and
2001, respectively.


9.   RELATED PARTY TRANSACTIONS

     In accordance with the terms of the Partnership Agreement,  the Partnership
is obligated to reimburse the General Partner or its affiliates for their direct
expenses in  connection  with managing the  Partnership.  The  Partnership  paid
$16,245  and  $16,673  for the  three  months  ended  March  31,  2002 and 2001,
respectively,  to the General Partner or its affiliates as direct  reimbursement
of expenses incurred on behalf of the Partnership.  Such reimbursed expenses are
included in the accompanying  statements of income as general and administrative
expenses.

     In accordance with the terms of the Partnership Agreement,  the Partnership
is obligated to pay the General  Partner or its  affiliates an annual base asset
management fee (Management  Fee), equal to 0.50% of the weighted average balance
of the  adjusted  partnership  investment  during the period,  as defined in the
Partnership Agreement. The Partnership paid a Management Fee of $23,438 for each
of the three month periods ended March 31, 2002 and 2001.

     The $8.9 million loan originated and  underwritten by Citicorp (see Note 5)
was acquired by CRIIMI MAE Inc., and was included in a  securitization  by it in
June 1998. As master and special servicer for the loan pool, CRIIMI MAE Services
Limited Partnership, a CRIIMI MAE Inc. affiliate, retained a portion of the cash
flow,  and would have  retained  any  prepayment  penalties.  The  Chairman  and
President of CRIIMI MAE Inc. are the Chairman and President,  respectively,  of,
and holders of a 100% equity  interest in,  C.R.I.,  Inc.,  which is the general
partner of CRICO  Hotel  Associates  I, L.P.,  which,  in turn,  is the  General
Partner of the  Partnership.  On February 26, 2002,  CRIIMI MAE Services Limited
Partnership  sold the loan pool and the servicing  thereof to an unrelated third
party.

     C.R.I.,  Inc., the general partner of the General  Partner,  has contracted
with Capitol  Hotel Group,  Inc.  (CHG),  to perform  certain  asset  management
services  related to the  oversight  of the  operations  and  management  of the
hotels.  The  Chairman  and  President  of C.R.I.,  Inc.  are the  Chairman  and
President,  respectively,  of, and  (effective as of January 1, 2000) holders of
100% of the equity interest in, CHG.

                                       -9-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 2. Management's Discussion and Analysis
        ------------------------------------
          of Financial Condition and Results of Operations
          ------------------------------------------------

     CRI Hotel Income Partners, L.P.'s (the Partnership) Management's Discussion
and Analysis of Financial  Condition and Results of Operations  section contains
information  that  may  be  considered  forward  looking,  including  statements
regarding  the effect of  governmental  regulations.  Actual  results may differ
materially from those  described in the forward  looking  statements and will be
affected by a variety of factors including seasonality with respect to the hotel
industry,  national and local economic conditions, the general level of interest
rates, governmental regulations affecting the Partnership and interpretations of
those  regulations,   the  competitive  environment  in  which  the  Partnership
operates, and the availability of working capital.

                                Terrorist Attacks
                                -----------------

     On  September  11,  2001,  terrorists  launched  attacks on the World Trade
Center in New York City and the Pentagon in Washington,  D.C. The attacks had an
immediate  and  significant   adverse  effect  on  the  United  States  economy,
particularly on the travel and hospitality  industries.  The hotels in which the
Partnership  is invested  have been  adversely  affected in the aftermath of the
September 11th  terrorist  attacks.  Since the attacks,  some of the hotels have
experienced significant short-term declines in occupancy and revenue compared to
the prior year. Thus far in 2002,  these declines appear to be continuing at all
of the hotels, with the exception of the University hotel, which has experienced
results more consistent with 2001 actual results. Weaker hotel performance could
impact  the  Partnership's  ability  to pay  operating  expenses  and short term
commitments,  to fund the working capital and capital improvements  reserves, to
fund capital projects,  and to pay distributions to BAC holders. The Partnership
is  currently  unable to estimate the impact that any  terrorist  attacks or the
state  of the  economy  could  have on its  operations,  liquidity,  or  capital
resources.

     As a  result  of  the  uncertainty,  the  General  Partner  decided  it was
necessary to conserve cash, and therefore suspended  distributions for the third
quarter of 2001. Despite the continued uncertainty,  the General Partner decided
to make a  distribution  for the fourth  quarter of 2001,  and again  decided to
suspend  distributions  for the first quarter of 2002. The General  Partner will
continue to monitor the situation, and will reevaluate the Partnership's ability
to make a  distribution  to BAC holders for the second quarter of 2002 in August
2002. In the meantime,  the General  Partner  continues to work closely with the
hotels' manager to institute stricter  cost-cutting and cost-control measures in
an effort to maintain  liquidity at the hotels.  Also,  the General  Partner has
temporarily halted all major hotel renovations.  At present, it is expected that
major renovations will resume later in 2002.

                          Financial Condition/Liquidity
                          -----------------------------

     The  Partnership  expects that the hotels in the  aggregate  will  generate
sufficient cash flow to achieve a positive cash flow after  operating  expenses.
In addition to the periodic  replacement  of fixed  assets,  which are primarily
funded from the capital  improvements  reserves,  the General Partner determined
several years ago that certain  capital  improvements  are needed to enhance the
marketability  of the hotels.  Since 1997, the Partnership has funded a total of
approximately $2 million from the working capital reserve to the hotels for such
capital improvements.

                                      -10-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 2. Management's Discussion and Analysis
        ------------------------------------
          of Financial Condition and Results of Operations - Continued
          ------------------------------------------------

     During 2000, the General Partner approved a $930,000 renovation and capital
improvement  project  for the  Scottsdale  hotel,  to be funded from the working
capital  reserve of the  Partnership  in the amounts of $488,000 and $292,000 in
2000 and 2001, respectively, and from the Scottsdale replacements reserve in the
amounts of $90,000  and  $60,000 in 2000 and 2001,  respectively.  During  2000,
$481,955  was  funded  by the  Partnership  and  $51,785  was  funded  from  the
Scottsdale  replacements reserve for the Scottsdale  renovation project.  During
2001,  $252,726 was funded from the  Partnership's  working  capital reserve and
$92,050 was funded from the  Scottsdale  replacements  reserve to complete  this
project,  for a total of  $878,516,  which is less than the  approved  amount of
$930,000.

     During 2000, the General Partner approved a $145,000 renovation project for
the  Roseville  hotel,  to be funded  from the  working  capital  reserve of the
Partnership in the amount of $70,000 and from the Roseville replacements reserve
in the amount of $75,000. During 2000, $20,409 was funded from the Partnership's
working capital  reserve and $75,526 was funded from the Roseville  replacements
reserve for this project. During 2001, $46,192 was funded from the Partnership's
working capital reserve to complete this project, for a total of $142,127, which
is less than the approved amount of $145,000.

     In April 2001, the Partnership  approved a $280,000  renovation project for
the  Minneapolis  hotel.  The cost was to be  funded  from the  working  capital
reserve of the  Partnership  in the amount of $217,000 and from the  Minneapolis
replacements  reserve in the amount of $63,000.  During 2001, $72,813 was funded
from the  Partnership's  working capital reserve and $42,917 was funded from the
Minneapolis  replacements  reserve for this  project.  In  September  2001,  the
General Partner  temporarily  halted further  expenditures on this project,  but
expects to resume this project later in 2002.

     The Partnership's  liquidity and future results of operations are primarily
dependent upon the performance of the underlying hotels. Hotel operations may be
materially  affected by changing market conditions and by seasonality  caused by
variables  such as  vacations,  holidays and climate.  The  Partnership  closely
monitors its liquidity and cash flow in an effort to ensure that sufficient cash
is available for operating  requirements,  and for possible distributions to BAC
holders.  See  above  for a  discussion  of the  impact  of the  September  11th
terrorist attacks on the Partnership's operations and liquidity.

     The Partnership's net cash provided by the hotels' operating activities for
the three  months  ended  March 31,  2002 and 2001,  along  with  existing  cash
resources,  was adequate to support  investing and financing  requirements.  The
Partnership  anticipates  that  existing  cash and cash  equivalents  along with
future  cash  flows  from the  hotels'  operations,  in the  aggregate,  will be
sufficient to pay operating expenses and short term commitments, and to fund the
working capital and capital improvements  reserves, and the capital projects, as
discussed above. Current liabilities at March 31, 2002 totaled $1,021,748, which
represents  a $49,266  increase  from the balance at  December  31,  2001.  This
increase resulted from increases in accounts payable and accrued expenses, hotel
trade payables, and the short-term portion of mortgage payable, partially offset
by a decrease in distributions payable.

Financing
---------

     On December  19, 1997,  the  Partnership  refinanced  the Zero Coupon Notes
which were originally issued in connection with the Partnership's acquisition of
the hotels.  In accordance  with the terms of the current loan, the  Partnership
made  installments  of principal and interest  aggregating  $201,147  during the
three months ended both March 31, 2002 and 2001.  The  Partnership's  balance on
this loan was  $8,356,946  and  $8,396,298 as of March 31, 2002 and December 31,
2001, respectively.


                                      -11-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 2. Management's Discussion and Analysis
        ------------------------------------
          of Financial Condition and Results of Operations - Continued
          ------------------------------------------------

Capital Improvements, Real Estate Tax and Insurance Reserves Held by Servicer
-----------------------------------------------------------------------------

     In addition to the monthly  loan  installments,  as  discussed  above,  the
Partnership   also  makes  monthly  payments  which  are  escrowed  for  capital
improvements  reserves (CIR) and estimated annual real estate taxes.  During the
three months ended March 31, 2002 and 2001, the Partnership made escrow deposits
aggregating  $58,094 and $58,094,  respectively,  for capital  improvements  and
$119,883 and $105,349,  respectively, for estimated annual real estate taxes. As
of March 31, 2002 and December 31, 2001, the servicer held $133,587 and $92,953,
respectively,  for capital improvements and $203,777 and $83,893,  respectively,
for real estate  taxes.  Additionally,  the servicer  held $3,522 for  insurance
reserves as of both March 31, 2002 and December 31, 2001.

Working Capital Reserve; Intercompany Transactions
--------------------------------------------------

     The working  capital  reserve of $142,477 and $192,910 as of March 31, 2002
and  December  31,  2001,  respectively,  represents  cash and cash  equivalents
maintained as working capital for the  Partnership.  The working capital reserve
may be increased or reduced by the General Partner as it deems appropriate.

     On June 28, 2000, the Partnership advanced $150,000 to the Scottsdale hotel
in the form of a  non-interest  bearing loan,  which was repaid during the first
quarter of 2001.

     On September 27, 2001, the Partnership  advanced $100,000 to the Scottsdale
hotel in the form of a  non-interest  bearing  loan.  On February 27, 2002,  the
Scottsdale hotel repaid $75,000 of this loan. The remaining  $25,000 balance was
repaid on April 9, 2002.

Distributions to BAC Holders
----------------------------

     No distributions  were declared and payable to BAC holders of record during
the first quarters of 2002 and 2001.

                      Results of Operations -- Partnership
                      ------------------------------------

     The Partnership's net income,  which consists  principally of revenues from
hotel operations,  decreased  $207,670 during the three month period ended March
31,  2002,  from the  comparable  period in 2001,  primarily  due to a  $337,253
decrease in gross operating income,  and a $1,850 decrease in interest and other
income,  partially  offset  by a  $128,685  decrease  in  unallocated  operating
expenses,  and a $2,748  decrease in  interest  expense.  The  decrease in gross
operating  income was due to  decreases  in all  revenue  categories,  partially
offset by decreases in all  departmental  expense  categories.  The most notable
decreases were in rooms revenue and rooms  expense.  The decrease in unallocated
operating  expenses was primarily due to decreases in general and administrative
expense,  energy expense,  marketing expense,  loss on disposal of fixed assets,
building lease expense,  and management  fees,  partially offset by increases in
depreciation and amortization expense and in property taxes.

     See the  following  discussion  for an analysis of each  hotel's  operating
results for the three months ended March 31, 2002 and 2001.



                                      -12-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 2. Management's Discussion and Analysis
        ------------------------------------
          of Financial Condition and Results of Operations - Continued
          ------------------------------------------------

                         Results of Operations -- Hotels
                         -------------------------------

Operating statistics
--------------------

     The  hotels'   results  of  operations  are  affected  by  changing  market
conditions  and by seasonality  caused by variables such as vacations,  holidays
and climate.  Based on the hotels' operating budgets and historical  trends, the
following  months should provide the highest gross operating income and net cash
flow.

             Hotel Location               Peak Months
             --------------               -----------
             Clearwater, FL               October through April
             Minneapolis, MN              May through October
             Plymouth, MN                 June through October
             Roseville, MN                May through October
             Scottsdale, AZ               January through May

     As discussed above, four of the hotels have been adversely  impacted in the
aftermath of the September 11th terrorist  attacks.  As a result,  the operating
results may not be consistent with historical trends.

     The  Partnership's  statements of income include operating results for each
of the hotels as summarized  below.  Gross  Operating  Income  represents  total
revenue from rooms, telephone, food and beverage, and rental and other, less the
related  departmental   expenses.   Operating  Income  (Loss)  represents  Gross
Operating Income less unallocated  operating income and expenses.  The operating
results and average  occupancy  for the hotels for the three  months ended March
31, 2002 and 2001, follow.

                                                   Gross Operating Income
                                                 for the three months ended
                                                          March 31,
                                                ----------------------------
         Hotel Location                            2002              2001
         --------------                         ----------        ----------

         Clearwater, FL                         $  335,073        $  466,092
         Minneapolis, MN                           366,690           371,898
         Plymouth, MN                              111,303           186,427
         Roseville, MN                             143,370           191,925
         Scottsdale, AZ                            819,876           897,223
                                                ----------        ----------
           Total                                $1,776,312        $2,113,565
                                                ==========        ==========


                                                   Operating Income (Loss)
                                                 for the three months ended
                                                          March 31,
                                                ----------------------------
         Hotel Location                            2002              2001
         --------------                         ----------        ----------

         Clearwater, FL                         $  173,065        $  258,375
         Minneapolis, MN                           150,599           151,736
         Plymouth, MN                              (31,395)           25,278
         Roseville, MN                              (2,256)           29,585
         Scottsdale, AZ                            249,542           295,352
         Depreciation and net partnership
           operating expenses                     (359,112)         (369,465)
                                                ----------        ----------
           Total                                $  180,443        $  390,861
                                                ==========        ==========



                                      -13-

<PAGE>
Part I. FINANCIAL INFORMATION
        ---------------------
Item 2. Management's Discussion and Analysis
        ------------------------------------
          of Financial Condition and Results of Operations - Continued
          ------------------------------------------------


                                                     Average Occupancy
                                                 for the three months ended
                                                          March 31,
                                                -----------------------------
         Hotel Location                            2002              2001
         --------------                         ----------        -----------

         Clearwater, FL                                69%               76%
         Minneapolis, MN                               72%               71%
         Plymouth, MN                                  45%               63%
         Roseville, MN                                 55%               68%
         Scottsdale, AZ                                83%               88%
                                                   ------            ------
           Weighted average occupancy (1)              67%               74%
                                                   ======            ======

(1)  Weighted  average  occupancy is computed by taking into  consideration  the
     number of rooms at each location.

Clearwater,  Florida:  Gross operating income and operating income for the three
month  period ended March 31, 2002  decreased  from the same period in 2001 as a
result of an eighteen percent decrease in the average room rate,  coupled with a
seven point decrease in average occupancy. While economic conditions contributed
to the 2002  results,  the  decreases  in the  average  room  rate  and  average
occupancy were primarily due to the lack of demand in 2002 that was generated by
Super Bowl XXXV,  which was held in Tampa,  Florida in January  2001.  Partially
offsetting the decrease in operating income was a decrease in marketing expense,
mainly due to website development and advertising costs incurred during 2001.

Minneapolis,  Minnesota:  Gross  operating  income and operating  income for the
three month period ended March 31, 2002 decreased  slightly from the same period
in 2001 as a result  of a three  percent  decrease  in the  average  room  rate,
partially offset by a one point increase in average  occupancy.  The increase in
average    occupancy   was   primarily   due   to   in-house    sales   efforts,
franchise-generated business, and the hospital-related business segment.

Plymouth,  Minnesota: Gross operating income and operating income (loss) for the
three month period ended March 31, 2002  decreased  from the same period in 2001
as a result of an  eighteen  point  decrease  in  average  occupancy,  while the
average  room rate  remained  constant.  The decrease in average  occupancy  was
mainly due to economic conditions,  coupled with the lack of demand in 2002 that
was generated in 2001 by corporate  business,  as well as business from the NCAA
Final Four college  basketball  playoffs.  Partially  offsetting the decrease in
operating  income were decreases in energy expense,  general and  administrative
expense, and management fees.

Roseville, Minnesota: Gross operating income and operating income (loss) for the
three month period ended March 31, 2002  decreased  from the same period in 2001
as a result of a thirteen point decrease in average occupancy, while the average
room rate  remained  constant.  The  decrease  in average  occupancy  was due to
economic conditions,  coupled with the lack of demand in 2002 that was generated
in 2001 by  corporate  business,  as well as  business  from the NCAA Final Four
college  basketball  playoffs.  Partially  offsetting  the decrease in operating
income were decreases in general and administrative expense and energy expense.

Scottsdale,  Arizona:  Gross operating income and operating income for the three
month  period ended March 31, 2002  decreased  from the same period in 2001 as a
result of a five point  decrease  in  average  occupancy,  coupled  with a three
percent  decrease in the average room rate.  The decreases in average  occupancy
and the average room rate were the results of economic  conditions  and the loss
of two major corporate  clients,  one due to corporate  relocation and the other
due to cessation of business  operations.  Partially  offsetting the decrease in
operating  income  were  decreases  in  building  lease  expense,   general  and
administrative expense, marketing expense, and management fees.

                                      -14-

<PAGE>
Part II. OTHER INFORMATION
         -----------------
Item 5. Other Information
        ------------------

     There is no established market for the purchase and sale of BACs,  although
various  informal  secondary  market services exist. Due to the limited markets,
however, investors may be unable to sell or otherwise dispose of their BACs.

                                  Tender Offers
                                  -------------

     On December 12, 2000, Everest Properties  (Everest),  a Beneficial Assignee
Certificate  (BAC) holder of the Partnership,  initiated an unregistered  tender
offer to purchase no more than 4.3% of the outstanding  units of the Partnership
at a price of $3.75 per BAC unit. The price offered was determined solely at the
discretion of Everest and did not necessarily represent the fair market value of
each BAC. The Everest offer expired on January 11, 2001.

     On  December  13,  2000,  Madison  Capital  (Madison),  a BAC holder of the
Partnership,  initiated  an  unregistered  tender offer to purchase no more than
3.58% of the  outstanding  units of the  Partnership at a price of $3.75 per BAC
unit. The price offered was  determined  solely at the discretion of Madison and
did not  necessarily  represent  the fair market  value of each BAC. The Madison
offer expired on January 12, 2001.

     The General  Partner has reason to believe  that in December  2001,  Sierra
Capital  (Sierra),  a BAC holder of the  Partnership,  initiated an unregistered
tender offer to purchase  outstanding  units of the Partnership at a price of $5
per BAC unit.  The price  offered was  determined  solely at the  discretion  of
Sierra and did not necessarily  represent the fair market value of each BAC. The
General Partner has no other information regarding this offer.

     The General Partner did not express any opinion and remained neutral toward
the offers for the purchase of BACs described above.

     During  2001 and  2002,  a number of  investors  sold  their  BACs to other
investors as a result of the tender offers  described  above.  If more than five
percent of the total  outstanding  BACs are  transferred  due to sale in any one
calendar year (not counting certain exempt transfers),  the Partnership could be
taxed  as  a  "publicly  traded   partnership,"   with  potentially  severe  tax
implications   for  the  Partnership  and  its  investors.   Specifically,   the
Partnership  could be taxed as a  corporation  and, if so, the income and losses
from the  Partnership  would no longer be  considered a passive  activity.  From
January 1, 2001 through March 14, 2001, the  Partnership  received sale transfer
requests for approximately 4.8% of the outstanding BACs. Accordingly,  to remain
within the five  percent  safe harbor,  effective  March 19,  2001,  the General
Partner  halted  recognition  of any transfers that would exceed the safe harbor
limit  through  December 31, 2001.  As a result,  transfers of BACs due to sales
transactions  were not recognized by the Partnership  between March 20, 2001 and
December 31, 2001. The halt was lifted  effective  January 1, 2002. From January
1, 2002 through May 10, 2002, the  Partnership  received sale transfer  requests
for approximately  4.7% of the outstanding BACs.  Accordingly,  to remain within
the five percent safe harbor, effective May 13, 2002, the General Partner halted
recognition  of any  transfers  that would exceed the safe harbor limit  through
December 31, 2002. As a result, transfers of BACs due to sales transactions will
not be recognized by the Partnership between May 14, 2002 and December 31, 2002.
This halt will be lifted effective January 1, 2003.


Item 6. Exhibits and Reports on Form 8-K
        --------------------------------

     a.   None.

     b.   No  Reports  on Form 8-K were  filed  with the  Commission  during the
          quarter ended March 31, 2002.

All other items are not applicable.

                                      -15-

<PAGE>


                                    SIGNATURE


     In accordance  with the  requirements  of the Exchange Act, the  registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                            CRI HOTEL INCOME PARTNERS, L.P.
                            ----------------------------------------------------
                            (Registrant)

                            by:  CRICO Hotel Associates I, L.P.
                                 -----------------------------------------------
                                 General Partner

                                 by:  C.R.I., Inc.
                                      ------------------------------------------
                                      its General Partner



May 14, 2002                          by:  /s/ Michael J. Tuszka
------------                               -------------------------------------
DATE                                       Michael J. Tuszka
                                             Vice President
                                             and Chief Accounting Officer
                                             (Principal Financial Officer
                                             and Principal Accounting Officer)


                                      -16-