<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

                Annual Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                   For the Fiscal Year Ended DECEMBER 31, 2000

                             Commission File Number
                                     0-09262

                         REAL ESTATE ASSOCIATES LIMITED

                        A CALIFORNIA LIMITED PARTNERSHIP

                  I.R.S. Employer Identification No. 95-3187912

       9090 WILSHIRE BOULEVARD, SUITE 201, BEVERLY HILLS, CALIFORNIA 90211

        Registrant's Telephone Number, Including Area Code (310) 278-2191
      Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:

                                      NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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 [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]


<PAGE>   2
PART I.

ITEM 1. BUSINESS:

Real Estate Associates Limited ("REAL" or the "Partnership") is a limited
partnership which was formed under the laws of the State of California on
September 15, 1977. On October 27, 1978, REAL offered 16,500 Limited Partnership
Interests through a public offering managed by E.F. Hutton Inc.

The general partners of Real Estate Associates Limited are Charles H. Boxenbaum,
an individual residing in California, and National Partnership Investments Corp.
("NAPICO"), a California Corporation (the Corporate General Partner). The
business of REAL is conducted primarily by NAPICO.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P. (the "Operating
Partnership"), a majority owned subsidiary of Casden Properties Inc., a real
estate investment trust organized by Alan I. Casden, purchased a 95.25% economic
interest in NAPICO. The current members of NAPICO's Board of Directors are
Charles H. Boxenbaum, Bruce E. Nelson and Alan I. Casden.

REAL holds limited partnership interests in 9 local limited partnerships as of
December 31, 2000, after selling its interests in 9 local limited partnerships,
in December 1998 to the Operating Partnership and after having its interest in
one local limited partnership redeemed on September 30, 1998. Each of these
limited partnerships owns a low income housing project which is subsidized
and/or has a mortgage note payable to or insured by agencies of the federal or
local government.

In order to stimulate private investment in low income housing, the federal
government and certain state and local agencies have provided significant
ownership incentives, including among others, interest subsidies, rent
supplements, and mortgage insurance, with the intent of reducing certain market
risks and providing investors with certain tax benefits, plus limited cash
distributions and the possibility of long-term capital gains. There remains,
however, significant risks. The long-term nature of investments in government
assisted housing limits the ability of REAL to vary its portfolio in response to
changing economic, financial and investment conditions; such investments are
also subject to changes in local economic circumstances and housing patterns, as
well as rising operating costs, vacancies, rent collection difficulties, energy
shortages and other factors which have an impact on real estate values. These
Projects also require greater management expertise and may have higher operating
expenses than conventional housing projects.

Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental assistance payments under renewed HAP Contracts will be based
on market rentals instead of above market rentals, which may be the case under
existing HAP Contracts. The payments under the renewed HAP Contracts may not be
in an amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements of
existing loans insured by the Federal Housing Administration of HUD ("FHA")
unless such mortgage loans are restructured. In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was
adopted in October 1997, provides for the restructuring of mortgage loans
insured by the FHA with respect to properties subject to the Section 8 program.
Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first
mortgage loan which will be amortized on a current basis and a low interest
second mortgage loan payable to FHA which will only be payable on maturity of
the first mortgage loan. This restructuring results in a reduction in annual
debt service payable by the owner of the FHA-insured mortgage loan and is
expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due


<PAGE>   3

to the reduction in the principal amount. MAHRAA also phases out project-based
subsidies on selected properties serving families not located in rental markets
with limited supply, converting such subsidies to a tenant-based subsidy.

When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the economic impact on the Partnership of the combination of the reduced
payments under the HAP Contracts and the restructuring of the existing
FHA-insured mortgage loans under MAHRAA is uncertain.

The partnerships in which REAL has invested were, at least initially, organized
by private developers who acquired the sites, or options thereon, and applied
for applicable mortgage insurance and subsidies. REAL became the principal
limited partner in these local limited partnerships pursuant to arm's-length
negotiations with these developers, or others, who acted as general partners. As
a limited partner, REAL's liability for obligations of the local limited
partnership is limited to its investment. The local general partner of the local
limited partnership retains responsibility for developing, constructing,
maintaining, operating and managing the project. Under certain circumstances of
default, REAL has the right to replace the general partner of the local limited
partnerships, but otherwise does not have control of sale or refinancing, etc.

Although each of the partnerships in which REAL has invested owns a project
which must compete in the market place for tenants, interest subsidies and rent
supplements from governmental agencies make it possible to offer these dwelling
units to eligible "low income" tenants at a cost significantly below the market
rate for comparable conventionally financed dwelling units in the area.
<PAGE>   4
During 2000, all of the projects in which REAL had invested were substantially
rented. The following is a schedule of the status as of December 31, 2000, of
the projects owned by local limited partnerships in which REAL is a limited
partner.

            SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
                         IN WHICH REAL HAS AN INVESTMENT
                                DECEMBER 31, 2000



<TABLE>
<CAPTION>
                                                Units Authorized
                                                     For Rental
                                                  Assistance Under
                                                    Section 8 or
                                                     Other Rent                    Percentage of
                                   No. of            Supplement       Units        Total Units
Name and Location                   Units              Program       Occupied        Occupied
-----------------                  -------       -----------------   --------      ------------
<S>                                <C>           <C>                 <C>           <C>
Belleville Manor                     32                  32/0           30              94%
Marion, KY

Bethel Towers                       146                  53/0          139              95%
Detroit, MI

Cherry Hill Place                   186                 186/0          186             100%
Inkster, MI

Clinton Apts.                        24                  24/0           24             100%
Clinton, KY

Northwood Village                    72                  72/0           71              99%
Emporia, VA

Ridgeview Estates                    32                   0/32          30              94%
Lewisburg, W. VA.

Wedgewood Village                    32                   0/32          31              97%
Ripley, W. VA

W. Lafayette Apts.                   49                  49/0           47              96%
W. Lafayette, OH

Williamson Towers                    76                  76/0           76             100%
Williamson, W. VA
                                    ---                 ------         ---
                                    649                 492/64         634              98%
                                    ===                 ======         ===
</TABLE>

<PAGE>   5
ITEM 2. PROPERTIES:

The local limited partnerships in which REAL holds interests own various
multi-family rental properties. See Item 1 for information pertaining to these
properties.

ITEM 3. LEGAL PROCEEDINGS:

On August 27, 1998, two investors holding an aggregate of eight units of limited
partnership interests in Real Estate Associates Limited III (an affiliated
partnership in which NAPICO is the managing general partner) and two investors
holding an aggregate of five units of limited partnership interest in Real
Estate Associates Limited VI (another affiliated partnership in which NAPICO is
the managing general partner) commenced an action in the United States District
Court for the Central District of California against the Partnership, NAPICO and
certain other affiliated entities. The complaint alleges that the defendants
breached their fiduciary duty to the limited partners of certain NAPICO managed
partnerships and made materially false and misleading statements in the consent
solicitation statements sent to the limited partners of such partnerships
relating to approval of the transfer of partnership interests in limited
partnerships, owning certain of the properties, to the Operating Partnership
organized by an affiliate of NAPICO. The plaintiffs seek equitable relief, as
well as compensatory damages and litigation related costs. On August 4, 1999,
one investor holding one unit of limited partnership interest in Housing
Programs Limited (another affiliated partnership in which NAPICO is the managing
general partner) commenced a virtually identical action in the United States
District Court for the Central District of California against the Partnership,
NAPICO and certain other affiliated entities. The second action has been
subsumed in the first action, which has been certified as a class action. The
managing general partner of such NAPICO managed partnerships and the other
defendants believe that the plaintiffs' claims are without merit and intend to
contest the actions vigorously.

The corporate general partner of the Partnership is a plaintiff in various
lawsuits and has also been named a defendant in other lawsuits arising from
transactions in the ordinary course of business. None of these suits were
related to REAL.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests, held for investment by the Partnership, by the Operating
Partnership, together with certain amendments to the Partnership Agreement and
other disclosures of various conflicts of interest in connection with the
proposed transaction. Prior to the sale of the partnership interests in 1998,
the consents of the limited partners to the sale and amendments to the
Partnership Agreement were obtained.

PART II.

ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED SECURITY
        HOLDER MATTERS:

The Limited Partnership Interests are not traded on a public exchange but were
sold through a public offering managed by E.F. Hutton Inc. It is not anticipated
that any public market will develop for the purchase and sale of any partnership
interest. Limited Partnership Interests may be transferred only if certain
requirements are satisfied. At December 31, 2000, there were 1,103 registered
holders of units in REAL. The Partnership has invested in certain government
assisted projects under programs which in many instances restrict the cash
return available to project owners. The Partnership was not designed to provide
cash distributions to investors in circumstances other than refinancing or
disposition of its investments in limited partnerships. In March 1999, the
Partnership made distributions of $3,861,000 to the limited partners and $39,000
to the general partners, primarily using proceeds from the sale of the
partnership interests. No other distributions have been made since the inception
of the Partnership.

<PAGE>   6

ITEM 6.   SELECTED FINANCIAL DATA:


<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                   -----------------------------------------------------------------------------------
                                       2000              1999              1998              1997              1996
                                   -----------       -----------       -----------       -----------       -----------
<S>                                <C>               <C>               <C>               <C>               <C>
Loss from Operations               $  (228,061)      $  (269,214)      $  (788,370)      $  (622,278)      $  (490,373)

Gain on sale of limited
    partnership interests                   --                --         3,798,734                --                --

Distributions from Limited
   Partnerships Recognized
   as Income                            50,774             9,481           997,836           587,078           465,403

Equity in Income (Loss) of
   Limited Partnerships
   and Amortization of
   Acquisition Costs                    94,117            41,704          (747,873)         (204,940)          177,874
                                   -----------       -----------       -----------       -----------       -----------

Net Income (Loss)                  $   (83,170)      $  (218,029)      $ 3,260,327       $  (240,140)      $   152,904
                                   ===========       ===========       ===========       ===========       ===========

Net Income (Loss) per limited
   Partnership Interest            $        (5)      $       (13)      $       196       $       (14)      $         9
                                   ===========       ===========       ===========       ===========       ===========



Total assets                       $   687,018       $   782,893       $ 4,970,809       $ 1,864,839       $ 2,863,973
                                   ===========       ===========       ===========       ===========       ===========

Investments in Limited
   Partnerships                    $   661,411       $   579,027       $   530,241       $ 1,319,976       $ 2,486,997
                                   ===========       ===========       ===========       ===========       ===========

Accrued Fees and Expenses
   Due General Partner             $        --       $        --       $        --       $   181,333       $ 1,021,677
                                   ===========       ===========       ===========       ===========       ===========
</TABLE>



<PAGE>   7

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS:

LIQUIDITY

The Partnership's primary sources of funds include interest income on money
market accounts and certificates of deposit and distributions from local
partnerships in which the Partnership has invested. It is not expected that any
of the local limited partnerships in which the Partnership has invested will
generate cash flow sufficient to provide for distributions to the Partnership's
limited partners in any material amount. The Partnership made a cash
distribution to investors in March 1999, primarily using proceeds from the
disposition of its investments in certain limited partnerships.

CAPITAL RESOURCES

REAL received $16,500,000 in subscriptions for units of Limited Partnership
Interests (at $1,000 per unit) during the period October 27, 1978 through August
31, 1979 pursuant to a registration statement on Form S-11.

RESULTS OF OPERATIONS

The Partnership was formed to provide various benefits to its partners as
discussed in Item 1. It is anticipated that the local limited partnerships in
which REAL has invested could produce tax losses for as long as 20 years after
formation. Tax benefits will decline over time as the advantages of accelerated
depreciation are greatest in the earlier years, as deductions for interest
expense decrease as mortgage principal is amortized and as the Tax Reform Act of
1986 limits the deductions available.

At December 31, 2000, the Partnership had investments in 9 limited partnerships,
all of which own housing projects that were substantially all rented. The
Partnership sold its interests in 8 local partnerships in December 1998 and had
its interest in one local partnership redeemed in September 30, 1998. The
Partnership, as a limited partner, is entitled to 50% to 99% of the profits and
losses of the local limited partnerships. The Partnership accounts for its
investments in the local limited partnerships on the equity method, thereby
adjusting its investment balance by its proportionate share of the income or
loss of the local limited partnerships. Equity in losses of limited partnerships
are recognized in the financial statements until the limited partnership
investment account is reduced to a zero balance. Losses incurred after the
limited partnership investment account is reduced to zero are not recognized.
Limited partners are not liable for losses beyond their contributed capital. At
December 31, 2000 and 1999, the Partnership has a positive investment balance in
only one local limited partnership.

Distributions received from limited partnerships are recognized as return of
capital until the investment balance has been reduced to zero or to a negative
amount equal to future capital contributions required. Subsequent distributions
received are recognized as income.

The total income from the local limited partnerships that was allocated to the
Partnership was $71,000, $239,000 and $540,000 for the years ended December 31,
2000, 1999 and 1998, respectively. However, because losses incurred after the
investment account is reduced to a zero balance are not recognized and
subsequent income is not recognized until the investment account becomes
positive again, the Partnership recognized equity in income of limited
partnerships, substantially all from the partnerships with a positive investment
balance, of $118,117, $41,704 and $149,808 for the years ended December 31,
2000, 1999 and 1998, respectively. In addition, the loss recorded by the
Partnership for the year ended December 31, 1998 includes impairment losses of
$897,681 recognized on certain of the investments in local limited partnerships.
The cumulative amount of the unrecognized equity in losses of certain limited
partnerships was approximately $3,541,631 and $3,492,053 as of December 31, 2000
and 1999, respectively.


<PAGE>   8
Distributions from the local limited partnerships in which the Partnership did
not have a positive investment balance were $50,774, $9,481 and $997,836 for the
years ended December 31, 2000, 1999 and 1998, respectively. These amounts were
recognized as income on the accompanying statements of operations, in accordance
with the equity method of accounting. Distributions were higher in 1998 than in
2000 and 1999 because the Partnership's interest in one local limited
partnership was redeemed on September 30, 1998 for a payment of $589,915. In
addition, distributions decreased in 2000 and 1999 as a result of the sale of
certain partnership interests in 1998.

As of December 31, 2000, 1999 and 1998, the Partnership has cash and cash
equivalents of $2,511, $203,866 and $540,568, respectively. Substantially all of
these amounts are on deposit primarily with high credit quality financial
institutions, earning interest. This resulted in the Partnership earning $5,521,
$16,080 and $13,917 in interest income for the years ended December 31, 2000,
1999 and 1998, respectively. The amount of interest income varies with market
rates available on deposits and with the amount of funds available for
investment. Cash equivalents can be converted to cash to meet obligations of the
Partnership as they arise. The Partnership intends to continue investing
available funds in this manner.

A recurring partnership expense is the annual management fee. The fee is payable
to the Corporate General Partner of the Partnership and is calculated at .5
percent of the Partnership's original remaining invested assets. The management
fee is paid to the Corporate General Partner for its continuing management of
partnership affairs. The fee is payable beginning with the month following the
Partnership's initial investment in a local limited partnership. Because of the
decrease in invested assets at the end of 1998 as a result of the sale of
partnership interests, management fees decreased from $407,340 for 1998 to
$106,207 and $106,232 for 2000 and 1999, respectively.

Under recently adopted law and policy, the United States Department of Housing
and Urban Development ("HUD") has determined not to renew the Housing Assistance
Payment ("HAP") Contracts on a long term basis on the existing terms. In
connection with renewals of the HAP Contracts under such new law and policy, the
amount of rental assistance payments under renewed HAP Contracts will be based
on market rentals instead of above market rentals, which may be the case under
existing HAP Contracts. The payments under the renewed HAP Contracts may not be
in an amount that would provide sufficient cash flow to permit owners of
properties subject to HAP Contracts to meet the debt service requirements of
existing loans insured by the Federal Housing Administration of HUD ("FHA")
unless such mortgage loans are restructured. In order to address the reduction
in payments under HAP Contracts as a result of this new policy, the Multi-family
Assisted Housing Reform and Affordability Act of 1997 ("MAHRAA"), which was
adopted in October 1997, provides for the restructuring of mortgage loans
insured by the FHA with respect to properties subject to the Section 8 program.
Under MAHRAA, an FHA-insured mortgage loan can be restructured into a first
mortgage loan which will be amortized on a current basis and a low interest
second mortgage loan payable to FHA which will only be payable on maturity of
the first mortgage loan. This restructuring results in a reduction in annual
debt service payable by the owner of the FHA-insured mortgage loan and is
expected to result in an insurance payment from FHA to the holder of the
FHA-insured loan due to the reduction in the principal amount. MAHRAA also
phases out project-based subsidies on selected properties serving families not
located in rental markets with limited supply, converting such subsidies to a
tenant-based subsidy.

When the HAP Contracts are subject to renewal, there can be no assurance that
the local limited partnerships in which the Partnership has an investment will
be permitted to restructure its mortgage indebtedness under MAHRAA. In addition,
the economic impact on the Partnership of the combination of the reduced
payments under the HAP Contracts and the restructuring of the existing
FHA-insured mortgage loans under MAHRAA is uncertain.

As a result of the foregoing, the Partnership, in 1997, commenced an extensive
review of disposition, refinancing or re-engineering alternatives for the
properties in which the limited partnerships have invested and are subject to
HUD mortgage and rental subsidy programs. The Partnership has incurred expenses
in connection with this review by various third party professionals, including
accounting, legal, valuation,

<PAGE>   9
structural and engineering costs, which amounted to $70,788 and $253,214 for the
years ended December 31, 1999 and 1998, respectively, and are included in
administrative expenses.

On December 30, 1998, the Partnership sold its limited partnership interests in
8 local limited partnerships to the Operating Partnership. The sale resulted in
cash proceeds to the Partnership of $3,900,000 and a net gain of $3,798,734,
after deducting selling costs. The cash proceeds were held in escrow at December
31, 1998 and were collected in 1999. In March 1999, the Partnership made cash
distributions of $3,861,000 to the limited partners and $39,000 to the general
partners, primarily using proceeds from the sale of the partnership interests.

The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the REIT; (ii) the
approval of HUD and certain state housing finance agencies; and (iii) the
consent of the limited partners to the sale of the local limited partnership
interests held for investment by the Partnership.

In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of various
conflicts of interest in connection with the proposed transaction. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.

Operating expenses, other than management fees, consist of legal and accounting
fees for services rendered to the Partnership and administrative expenses. Legal
and accounting fees were generally consistent and were $88,746, $66,438 and
$74,602 for the years ended December 31, 2000, 1999 and 1998, respectively.
Administrative expenses were $38,629, $112,624 and $320,345 for the years ended
December 31, 2000, 1999 and 1998, respectively. Included in administrative
expenses are reimbursements to NAPICO for certain expenses, which totaled
$6,760, $3,300 and $24,276 for the years ended December 31, 2000, 1999 and 1998,
respectively. In addition, included in administrative expenses in 1999 and 1998
is $70,788 and $253,214, respectively, in expenses, related to the
aforementioned third-party review of the properties owned by the local
partnerships. Accounts payable at December 31, 1998 includes $55,543 of such
costs.

Revenues and expenses of the local limited partnerships decreased during the
years ended December 31, 2000 and 1999 as compared to 1998, as a result of the
sale of 8 partnership interests on December 30, 1998.

Total revenue for the local partnerships has decreased from $16,857,000 for the
year ended December 31, 1998, to $4,058,000 and $4,174,000 for the years ended
December 31, 2000 and 1999, respectively.

Total expenses for the local partnerships decreased from $16,190,000 for the
year ended December 31, 1998, to $3,994,000 and $3,951,000 for the years ended
December 31, 2000 and 1999, respectively.

The total net income for the local partnerships for 2000, 1999 and 1998
aggregated $64,000, $223,000, $667,000, respectively. The income allocated to
the Partnership was $71,000, $227,000 and $540,000 for 2000, 1999 and 1998,
respectively.

The Partnership, as a Limited Partner in the local limited partnerships in which
it has invested, is subject to the risks incident to the construction,
management, and ownership of improved real estate. The Partnership investments
are also subject to adverse general economic conditions, and accordingly, the
status of the national economy including substantial unemployment, concurrent
inflation and changing legislation could increase vacancy levels, rental payment
defaults, and operating expenses, which in turn, could substantially increase
the risk of operating losses for the projects.

<PAGE>   10
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

The Financial Statements and Supplementary Data are listed under Item 14.


ITEM9. CHANGES WITH AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE:

Not applicable.

<PAGE>   11
                         REAL ESTATE ASSOCIATES LIMITED
                       (A California limited partnership)

                              FINANCIAL STATEMENTS,
                          FINANCIAL STATEMENT SCHEDULES
                   AND INDEPENDENT PUBLIC ACCOUNTANTS' REPORT
                                DECEMBER 31, 2000
<PAGE>   12
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Partners of
Real Estate Associates Limited
(A California limited partnership)

We have audited the accompanying balance sheets of Real Estate Associates
Limited (a California limited partnership) as of December 31, 2000 and 1999, and
the related statements of operations, partners' equity (deficiency) and cash
flows for each of the three years in the period ended December 31, 2000. Our
audits also included the financial statement schedules listed in the index in
item 14. These financial statements and financial statement schedules are the
responsibility of the management of the Partnership. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We did not audit the financial statements of
certain limited partnerships, the investments in which are reflected in the
accompanying financial statements using the equity method of accounting. The
equity in income (loss) of these limited partnerships represents 2 percent of
the total net income of the Partnership for the year ended December 31, 1998,
and these limited partnerships represent a substantial portion of the investee
information in Note 2 and the financial statement schedules. The financial
statements of these limited partnerships were audited by other auditors. Their
reports have been furnished to us and our opinion, insofar as it relates to the
amounts included for these limited partnerships, is based solely on the reports
of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits and the reports of other
auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of Real Estate Associates Limited as of December 31, 2000
and 1999, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2000 in conformity with accounting
principles generally accepted in the United States of America. Also, in our
opinion, based on our audits and the reports of other auditors, such financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.



DELOITTE & TOUCHE LLP

Los Angeles, California
March 28, 2001
<PAGE>   13
                         REAL ESTATE ASSOCIATES LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                                 BALANCE SHEETS
                           DECEMBER 31, 2000 AND 1999

                                     ASSETS

<TABLE>
<CAPTION>
                                                                2000            1999
                                                             ---------       ---------
<S>                                                          <C>             <C>
      INVESTMENTS IN LIMITED PARTNERSHIPS (Note 2)           $ 661,411       $ 579,027

      CASH AND CASH EQUIVALENTS (Note 1)                         2,511         203,866

      DUE FROM NAPICO (Note 3)                                  23,096              --
                                                             ---------       ---------


                TOTAL ASSETS                                 $ 687,018       $ 782,893
                                                             =========       =========


                LIABILITIES AND PARTNERS' EQUITY (DEFICIENCY)

      LIABILITIES:
           Accounts payable                                  $  33,663       $  46,368
                                                             ---------       ---------


      COMMITMENTS AND CONTINGENCIES (Notes 3 and 4)

      PARTNERS' EQUITY (DEFICIENCY):
          General partners                                    (120,536)       (119,704)
          Limited partners                                     773,891         856,229
                                                             ---------       ---------

                                                               653,355         736,525
                                                             ---------       ---------

                 TOTAL LIABILITIES AND PARTNERS' EQUITY      $ 687,018       $ 782,893
                                                             =========       =========
</TABLE>



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





<PAGE>   14
                         REAL ESTATE ASSOCIATES LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF OPERATIONS

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                          2000              1999              1998
                                                      -----------       -----------       -----------
<S>                                                   <C>               <C>               <C>
INTEREST AND OTHER INCOME                             $     5,521       $    16,080       $    13,917
                                                      -----------       -----------       -----------

OPERATING EXPENSES:
      Legal and accounting                                 88,746            66,438            74,602
      Management fees - general partner (Note 3)          106,207           106,232           407,340
      Administrative  (Note 3)                             38,629           112,624           320,345
                                                      -----------       -----------       -----------

TOTAL OPERATING EXPENSES                                  233,582           285,294           802,287
                                                      -----------       -----------       -----------

LOSS FROM OPERATIONS                                     (228,061)         (269,214)         (788,370)

GAIN ON SALE OF LIMITED PARTNERSHIP
       INTERESTS (Note 2)                                      --                --         3,798,734

DISTRIBUTIONS FROM LIMITED
      PARTNERSHIPS RECOGNIZED AS
      INCOME (Note 2)                                      50,774             9,481           997,836

EQUITY IN INCOME (LOSS) OF LIMITED
      PARTNERSHIPS AND AMORTIZATION
      OF ACQUISITION COSTS (Note 2)                        94,117            41,704          (747,873)
                                                      -----------       -----------       -----------

NET (LOSS) INCOME                                     $   (83,170)      $  (218,029)      $ 3,260,327
                                                      ===========       ===========       ===========

NET (LOSS) INCOME PER LIMITED
      PARTNERSHIP INTEREST (Note 1)                   $        (5)      $       (13)      $       196
                                                      ===========       ===========       ===========
</TABLE>



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




<PAGE>   15
                         REAL ESTATE ASSOCIATES LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                   STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                               General          Limited
                              Partners          Partners            Total
                             -----------       -----------       -----------
<S>                          <C>               <C>               <C>
EQUITY (DEFICIENCY),
    January 1, 1998          $  (111,127)      $ 1,705,354       $ 1,594,227

    Net income for 1998           32,603         3,227,724         3,260,327
                             -----------       -----------       -----------

EQUITY (DEFICIENCY),
    December 31, 1998            (78,524)        4,933,078         4,854,554

    Distributions                (39,000)       (3,861,000)       (3,900,000)

    Net loss for 1999             (2,180)         (215,849)         (218,029)
                             -----------       -----------       -----------

EQUITY (DEFICIENCY),
    December 31, 1999           (119,704)          856,229           736,525

    Net loss for 2000               (832)          (82,338)          (83,170)
                             -----------       -----------       -----------

EQUITY (DEFICIENCY),
    December 31, 2000        $  (120,536)      $   773,891       $   653,355
                             ===========       ===========       ===========
</TABLE>



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






<PAGE>   16
                         REAL ESTATE ASSOCIATES LIMITED
                       (A CALIFORNIA LIMITED PARTNERSHIP)

                            STATEMENTS OF CASH FLOWS
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                                             2000              1999              1998
                                                                         -----------       -----------       -----------
<S>                                                                      <C>               <C>               <C>
CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES:
      Net (loss) income                                                  $   (83,170)      $  (218,029)      $ 3,260,327
      Adjustments to reconcile net (loss) income to net
        cash (used in) provided by  operating activities:
          Equity in loss (income) of limited partnerships
               and amortization of acquisition costs                         (94,117)          (41,704)          747,873
           Gain on sale of partnership interests                                  --                --        (3,798,734)
           Increase in due from NAPICO                                       (23,096)               --                --
           Decrease in accrued fees
              and expenses due general partner                                    --                --          (181,333)
           (Decrease) increase in accounts payable                           (12,705)          (69,887)           26,976
                                                                         -----------       -----------       -----------

               Net cash (used in) provided by
                  operating activities                                      (213,088)         (329,620)           55,109
                                                                         -----------       -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
      Costs related to sale of partnership interests                              --                --          (101,266)
      Distributions from limited partnership
          recognized as return of capital                                     35,733            37,918            47,594
      Capital contribution to limited partnerships                           (24,000)          (45,000)           (5,732)
      Proceed from the sale of limited partnership interests                      --         3,900,000                --
                                                                         -----------       -----------       -----------

                Net cash provided by (used in) investing activities           11,733         3,892,918           (59,404)
                                                                         -----------       -----------       -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
      Distributions to partners                                                   --        (3,900,000)               --
                                                                         -----------       -----------       -----------


NET DECREASE IN CASH AND CASH EQUIVALENTS                                   (201,355)         (336,702)           (4,295)

CASH AND CASH EQUIVALENTS,
      BEGINNING OF YEAR                                                      203,866           540,568           544,863
                                                                         -----------       -----------       -----------

CASH AND CASH EQUIVALENTS,
      END OF YEAR                                                        $     2,511       $   203,866       $   540,568
                                                                         ===========       ===========       ===========
</TABLE>


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





<PAGE>   17
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                DECEMBER 31, 2000


1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Organization

       Real Estate Associates Limited (the "Partnership") was formed under the
       California Limited Partnership Act on September 15, 1977. The Partnership
       was formed to invest in other limited partnerships which own and operate
       primarily federal, state and local government-assisted housing projects.
       The general partners are National Partnership Investments Corp. (NAPICO),
       the Corporate General Partner, and Charles H. Boxenbaum, Chief Executive
       Officer of NAPICO. The business of the Partnership is conducted primarily
       by NAPICO.

       Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of
       Casden Investment Corporation ("CIC"), which is wholly owned by Alan I.
       Casden. On December 30, 1998, Casden Properties Operating Partnership,
       L.P. (the "Operating Partnership"), a majority owned subsidiary of Casden
       Properties Inc., a real estate investment trust organized by Alan I.
       Casden, purchased a 95.25% economic interest in NAPICO. The remaining
       economic interest, including a majority of the voting common stock,
       continues to be owned by CIC.

       The Partnership issued 16,505 units of limited partnership interests
       through a public offering. The general partners have a 1 percent interest
       in the profits and losses of the Partnership. The limited partners have
       the remaining 99 percent interest which is allocated in proportion to
       their respective individual investments.

       The Partnership shall be dissolved only upon the expiration of 53
       complete calendar years (December 31, 2031) from the date of the
       formation of the Partnership or the occurrence of various other events as
       specified in the terms of the Partnership agreement.

       Upon total or partial liquidation of the Partnership or the disposition
       or partial disposition of a project or project interest and distribution
       of the proceeds, the general partners will be entitled to a liquidation
       fee as stipulated in the Partnership agreement. The limited partners will
       have a priority return equal to their invested capital attributable to
       the project(s) or project interest(s) sold and shall have received an
       amount from the sale of the project(s) or project interest(s) sufficient
       to pay state and federal income taxes, if any, calculated at the maximum
       rate then in effect. The general partners' liquidation fee may accrue but
       shall not be paid until the limited partners have received distributions
       equal to 100 percent of their capital contributions.




<PAGE>   18
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       On December 30, 1998, the Partnership sold its interests in 8 local
       limited partnerships for $3,900,000 to the Operating Partnership. In
       addition, on September 30, 1998, the Partnership's interest in one local
       limited partnership was redeemed for $589,915.

       Basis of Presentation

       The accompanying financial statements have been prepared in conformity
       with accounting principles generally accepted in the United States of
       America.

       Use of Estimates

       The preparation of financial statements in conformity with accounting
       principles generally accepted in the United States of America requires
       management to make estimates and assumptions that affect the reported
       amounts of assets and liabilities and disclosure of contingent assets and
       liabilities at the date of the financial statements and reported amounts
       of revenues and expenses during the reporting period. Actual results
       could differ from those estimates.

       Method of Accounting for Investments in Limited Partnerships

       The investments in limited partnerships are accounted for on the equity
       method. Acquisition, selection and other costs related to the acquisition
       of the projects are capitalized to the investment account and are being
       amortized on a straight line basis over the estimated lives of the
       underlying assets, which is generally 30 years.

       Net (Loss) Income Per Limited Partnership Interest

       Net (loss) income per limited partnership interest was computed by
       dividing the limited partners' share of net (loss) income by the number
       of limited partnership interests outstanding during the year. The number
       of limited partnership interests was 16,505 for all years presented.

       Cash and Cash Equivalents

       Cash and cash equivalents consist of cash and bank certificates of
       deposit with an original maturity of three months or less. The
       Partnership has its cash and cash equivalents on deposit




<PAGE>   19
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

       with high credit quality financial institutions. Such cash and cash
       equivalents are in excess of the FDIC insurance limit.

       Impairment of Long-Lived Assets

       The Partnership reviews long-lived assets to determine if there has been
       any permanent impairment whenever events or changes in circumstances
       indicate that the carrying amount of the asset may not be recoverable. If
       the sum of the expected future cash flows is less than the carrying
       amount of the assets, the Partnership recognizes an impairment loss.
       During 1998, the Partnership recognized an impairment loss of
       approximately $898,000, related to certain investments in local limited
       partnerships, which has been included in equity in loss of limited
       partnerships.

2.     INVESTMENTS IN LIMITED PARTNERSHIPS

       The Partnership holds limited partnership interests in 9 limited
       partnerships as of December 31, 2000 and 1999, after selling its
       interests in 8 limited partnerships and having its interest in one
       limited partnership redeemed in 1998. The limited partnerships own
       residential low income rental projects consisting of 649 apartment units.
       The mortgage loans of these projects are payable to or insured by various
       governmental agencies.

       The Partnership, as a limited partner, is entitled to between 50 percent
       and 99 percent of the profits and losses in the limited partnerships.

       Equity in losses of limited partnerships are recognized in the financial
       statements until the limited partnership investment account is reduced to
       a zero balance. Losses incurred after the limited partnership investment
       account is reduced to zero are not recognized. The cumulative amount of
       the unrecognized equity in losses of certain limited partnerships was in
       the aggregate approximately $3,541,631 and $3,492,053 as of December 31,
       2000 and 1999, respectively.

       Distributions from the limited partnerships are accounted for as a return
       of capital until the investment balance is reduced to zero. Subsequent
       distributions received are recognized as income.





<PAGE>   20
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       The following is a summary of the investments in limited partnerships and
       reconciliation to the limited partnership accounts:


<TABLE>
<CAPTION>
                                                                     2000            1999
                                                                   ---------       ---------
<S>                                                                <C>             <C>
       Investment balance, beginning of year                       $ 579,027       $ 530,241
       Capital contribution                                           24,000          45,000
       Equity in loss of limited partnerships                         96,903          44,490
       Amortization of capitalized acquisition costs and fees         (2,786)         (2,786)
       Cash distributions recognized as return of capital            (35,733)        (37,918)
                                                                   ---------       ---------

       Investment balance, end of year                             $ 661,411       $ 579,027
                                                                   =========       =========
</TABLE>


       The difference between the investment per the accompanying balance sheets
       at December 31, 2000 and 1999, and the deficiency per the limited
       partnerships' combined financial statements is due primarily to
       cumulative unrecognized equity in losses of certain limited partnerships,
       costs capitalized to the investment account, cumulative distributions
       recognized as income and recognition of impairment losses.

       Selected financial information from the combined financial statements of
       the limited partnerships, at December 31, 2000 and 1999 and for each of
       the three years in the period ended December 31, 2000 is as follows:

                                 Balance Sheets

<TABLE>
<CAPTION>
                                                           2000           1999
                                                         --------       --------
                                                               (in thousands)
<S>                                                      <C>            <C>
       Land and buildings, net                           $  6,972       $  7,470
                                                         ========       ========

       Total assets                                      $ 10,880       $ 11,642
                                                         ========       ========

       Mortgages payable                                 $ 14,289       $ 15,105
                                                         ========       ========

       Total liabilities                                 $ 15,366       $ 16,095
                                                         ========       ========

       Deficiency of Real Estate Associates Limited      $ (3,362)      $ (3,388)
                                                         ========       ========

       Deficiency of other partners                      $ (1,124)      $ (1,065)
                                                         ========       ========
</TABLE>




<PAGE>   21
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000

2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

                            Statements of Operations


<TABLE>
<CAPTION>
                                                      2000        1999          1998
                                                    -------      -------      -------
                                                             (in thousands)
<S>                                                 <C>          <C>          <C>
       Total revenues                               $ 4,058      $ 4,174      $16,857
                                                    =======      =======      =======

       Interest expense                             $   847      $   887      $ 4,550
                                                    =======      =======      =======

       Depreciation and amortization                $   783      $   758      $ 2,691
                                                    =======      =======      =======

       Total expenses                               $ 3,994      $ 3,951      $16,190
                                                    =======      =======      =======

       Net income                                   $    64      $   223      $   667
                                                    =======      =======      =======

       Net income allocable to the Partnership      $    71      $   227      $   540
                                                    =======      =======      =======
</TABLE>

       Prior to the sale of certain partnership interests on December 30, 1998,
       an affiliate of NAPICO was the general partner in five of the limited
       partnerships included above, and another affiliate receives property
       management fees of approximately 5 to 6 percent of the revenue from three
       of these partnerships. Subsequent to the sale of certain partnership
       interests, an affiliate of NAPICO is the general partner in one of the
       limited partnerships, and its property is managed by another affiliate.
       The affiliate received property management fees of $6,127, $6,975 and
       $184,843 in 2000, 1999 and 1998, respectively. The following sets forth
       significant data for this partnership, in which an affiliate of NAPICO is
       currently the general partner, reflected in the accompanying financial
       statements using the equity method of accounting:




<PAGE>   22
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)


<TABLE>
<CAPTION>
                                                           2000         1999         1998
                                                         --------      -------      -------
                                                                    (in thousands)
<S>                                                      <C>           <C>           <C>
       Total assets                                      $   780       $   879
                                                         =======       =======

       Total liabilities                                 $ 2,738       $ 2,722
                                                         =======       =======

       Deficiency of Real Estate Associates Limited      $(1,879)      $(1,776)
                                                         =======       =======

       Equity (deficiency) of other partners             $   (80)      $   (67)
                                                         =======       =======

       Total revenue                                     $   409       $   415       $   440
                                                         =======       =======       =======

       Net loss                                          $  (115)      $   (81)      $   (41)
                                                         =======       =======       =======
</TABLE>

       Under recently adopted law and policy, the United States Department of
       Housing and Urban Development ("HUD") has determined not to renew the
       Housing Assistance Payment ("HAP") Contracts on a long term basis on the
       existing terms. In connection with renewals of the HAP Contracts under
       such new law and policy, the amount of rental assistance payments under
       renewed HAP Contracts will be based on market rentals instead of above
       market rentals, which may be the case under existing HAP Contracts. The
       payments under the renewed HAP Contracts may not be in an amount that
       would provide sufficient cash flow to permit owners of properties subject
       to HAP Contracts to meet the debt service requirements of existing loans
       insured by the Federal Housing Administration of HUD ("FHA") unless such
       mortgage loans are restructured. In order to address the reduction in
       payments under HAP Contracts as a result of this new policy, the
       Multi-family Assisted Housing Reform and Affordability Act of 1997
       ("MAHRAA"), which was adopted in October 1997, provides for the
       restructuring of mortgage loans insured by the FHA with respect to
       properties subject to the Section 8 program. Under MAHRAA, an FHA-insured
       mortgage loan can be restructured into a first mortgage loan which will
       be amortized on a current basis and a low interest second mortgage loan
       payable to FHA which will only be payable on maturity of the first
       mortgage loan. This restructuring results in a reduction in annual debt
       service payable by the owner of the FHA-insured mortgage loan and is
       expected to result in an insurance payment from FHA to the holder of the
       FHA-insured loan due to the reduction in the principal amount. MAHRAA
       also phases out project-based subsidies on selected properties serving
       families not located in rental markets with limited supply, converting
       such subsidies to a tenant-based subsidy.




<PAGE>   23
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



2.     INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)

       When the HAP Contracts are subject to renewal, there can be no assurance
       that the local limited partnerships in which the Partnership has an
       investment will be permitted to restructure its mortgage indebtedness
       under MAHRAA. In addition, the economic impact on the Partnership of the
       combination of the reduced payments under the HAP Contracts and the
       restructuring of the existing FHA-insured mortgage loans under MAHRAA is
       uncertain.

       As a result of the foregoing, the Partnership, in 1997, commenced an
       extensive review of disposition, refinancing or re-engineering
       alternatives for the properties in which the limited partnerships have
       invested and are subject to HUD mortgage and rental subsidy programs. The
       Partnership has incurred expenses in connection with this review by
       various third party professionals, including accounting, legal,
       valuation, structural and engineering costs, which amounted to $70,788
       and $253,214 for the years ended December 31, 1999 and 1998,
       respectively, and are included in administrative expenses. Accounts
       payable at December 31, 1998 includes $55,543 of such costs.

       On December 30, 1998, the Partnership sold its limited partnership
       interests in 8 local limited partnerships to the Operating Partnership.
       The sale resulted in cash proceeds to the Partnership of $3,900,000 and a
       net gain of $3,798,734, after deducting selling costs. The cash proceeds
       were held in escrow at December 31, 1998 and were collected in 1999. In
       March 1999, the Partnership made cash distributions of $3,861,000 to the
       limited partners and $39,000 to the general partners, primarily using
       proceeds from the sale of the partnership interests.

       The Operating Partnership purchased such limited partner interests for
       cash, which it raised in connection with a private placement of its
       equity securities. The purchase was subject to, among other things, (i)
       the purchase of the general partner interests in the local limited
       partnerships by the Operating Partnership; (ii) the approval of HUD and
       certain state housing finance agencies; and (iii) the consent of the
       limited partners to the sale of the local limited partnership interests
       held for investment by the Partnership.

       In August 1998, a consent solicitation statement was sent to the limited
       partners setting forth the terms and conditions of the purchase of the
       limited partners' interests held for investment by the Partnership,
       together with certain amendments to the Partnership Agreement and other
       disclosures of various conflicts of interest in connection with the
       proposed transaction. Prior to the sale of the partnership interests, the
       consents of the limited partners to the sale and amendments to the
       Partnership Agreement were obtained.




<PAGE>   24
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



3.     FEES AND EXPENSES DUE GENERAL PARTNER

       Under the terms of the Restated Certificate and Agreement of Limited
       Partnership, the Partnership is obligated to NAPICO for an annual
       management fee equal to .5 percent of the original invested assets of the
       remaining limited partnerships. Invested assets is defined as the costs
       of acquiring project interests, including the proportionate amount of the
       mortgage loans related to the Partnership's interest in the capital
       accounts of the respective partnerships.

       The Partnership reimburses NAPICO for certain expenses. The reimbursement
       to NAPICO was $6,760, $3,300 and $24,276 in 2000, 1999 and 1998,
       respectively, and is included in administrative expenses.

4.     CONTINGENCIES

       On August 27, 1998, two investors holding an aggregate of eight units of
       limited partnership interests in Real Estate Associates Limited III (an
       affiliated partnership in which NAPICO is the managing general partner)
       and two investors holding an aggregate of five units of limited
       partnership interest in Real Estate Associates Limited VI (another
       affiliated partnership in which NAPICO is the managing general partner)
       commenced an action in the United States District Court for the Central
       District of California against the Partnership, NAPICO and certain other
       affiliated entities. The complaint alleges that the defendants breached
       their fiduciary duty to the limited partners of certain NAPICO managed
       partnerships and made materially false and misleading statements in the
       consent solicitation statements sent to the limited partners of such
       partnerships relating to approval of the transfer of partnership
       interests in limited partnerships, owning certain of the properties, to
       the Operating Partnership organized by an affiliate of NAPICO. The
       plaintiffs seek equitable relief, as well as compensatory damages and
       litigation related costs. On August 4, 1999, one investor holding one
       unit of limited partnership interest in Housing Programs Limited (another
       affiliated partnership in which NAPICO is the managing general partner)
       commenced a virtually identical action in the United States District
       Court for the Central District of California against the Partnership,
       NAPICO and certain other affiliated entities. The second action has been
       subsumed in the first action, which has been certified as a class action.
       The managing general partner of such NAPICO managed partnerships and the
       other defendants believe that the plaintiffs claims are without merit and
       intend to contest the actions vigorously.

       The corporate general partner of the Partnership is a plaintiff in
       various lawsuits and has also been named a defendant in other lawsuits
       arising from transactions in the ordinary course of business. In the
       opinion of management and the corporate general partner, the claims will
       not result in any material liability to the Partnership.





<PAGE>   25
                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                DECEMBER 31, 2000



5.     INCOME TAXES

       No provision has been made for income taxes in the accompanying financial
       statements since such taxes, if any, are the liability of the individual
       partners. The major differences in tax and financial reporting result
       from the use of different bases and depreciation methods for the
       properties held by the limited partnerships. Differences in tax and
       financial reporting also arise as losses are not recognized for financial
       reporting purposes when the investment balance has been reduced to zero.

6.     FAIR VALUE OF FINANCIAL INSTRUMENTS

       Statement of Financial Accounting Standards No. 107, "Disclosure about
       Fair Value of Financial Instruments," requires disclosure of fair value
       information about financial instruments. The carrying amount of assets
       and liabilities reported on the balance sheets that require such
       disclosure approximates fair value due to their short-term maturity.

7.     FOURTH QUARTER ADJUSTMENT

       The Partnership's policy is to record its equity in the income (loss) of
       limited partnerships on a quarterly basis, using estimated financial
       information furnished by the various local operating general partners.
       The equity in income (loss) of limited partnerships reflected in the
       accompanying annual financial statements is based primarily upon audited
       financial statements of the investee limited partnerships. The increase
       of approximately $30,000, between the estimated nine-month equity in
       income and the actual 2000 year end equity in income has been recorded in
       the fourth quarter.




<PAGE>   26
                                                                        SCHEDULE

                         REAL ESTATE ASSOCIATES LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                          Year Ended December 31, 2000
                                       ------------------------------------------------------------------
                                                                     Cash          Equity
                                        Balance        Capital       Distri-          In          Balance
                                        January        Contri-       butions        Income        December
Limited Partnerships                    1, 2000        butions       Received       (Loss)        31, 2000
--------------------                   ---------      --------      ---------      --------      ---------
<S>                                    <C>            <C>           <C>            <C>           <C>
Belleville Manor Apts.                 $              $              $             $              $

Benroe, Ltd. (Wedgewood)

Bethel Towers, Ltd.

Cherry Hill, Ltd.                        579,027                      (35,733)      118,117        661,411
Dividend Housing Assn.

Clinton Apts., Ltd.

Emporia, Ltd. (Northwood)

Roebern, Ltd. (Ridgeview)

West Lafayette, Ltd.                         --         24,000                      (24,000)            --

Williamson Towers, Ltd.
                                       ---------      --------      ---------      --------      ---------
                                       $ 579,027      $ 24,000      $ (35,733)     $ 94,117      $ 661,411
                                       =========      ========      =========      ========      =========
</TABLE>



<PAGE>   27
                                                                     SCHEDULE
                                                                     (Continued)


                         REAL ESTATE ASSOCIATES LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                             Year Ended December 31, 1999
                                      ---------------------------------------------------------------------
                                                                     Cash           Equity
                                       Balance        Capital       Distri-           In           Balance
                                       January        Contri-       butions         Income        December
Limited Partnerships                   1, 1999        butions       Received        (Loss)        31, 1999
--------------------                  ---------       --------      ---------       --------      ---------
<S>                                   <C>             <C>           <C>             <C>           <C>
Belleville Manor Apts.                $              $              $             $              $

Benroe, Ltd. (Wedgewood)

Bethel Towers, Ltd.

Cherry Hill, Ltd.                       530,241                       (37,918)        86,704        579,027
Dividend Housing Assn.

Clinton Apts., Ltd.

Emporia, Ltd. (Northwood)

Roebern, Ltd. (Ridgeview)

West Lafayette, Ltd.                                    45,000                       (45,000)

Williamson Towers, Ltd.
                                      ---------       --------      ---------       --------      ---------

                                      $ 530,241       $ 45,000      $ (37,918)      $ 41,704      $ 579,027
                                      =========       ========      =========       ========      =========
</TABLE>




<PAGE>   28

                                                                     SCHEDULE
                                                                     (Continued)


                         REAL ESTATE ASSOCIATES LIMITED
                       INVESTMENTS IN LIMITED PARTNERSHIPS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


<TABLE>
<CAPTION>
                                                           Year Ended December 31, 1998
                                    -----------------------------------------------------------------------
                                                                     Cash           Equity
                                      Balance          Capital       Distri-          In          Balance
                                      January          Contri-       butions        Income        December
Limited Partnerships                  1, 1998          butions       Received       (Loss)        31, 1998
                                    -----------        -------      ---------     ----------     ----------
<S>                                 <C>                <C>          <C>           <C>             <C>
Bedford House *                     $                  $            $             $               $

Belleville Manor Apts.

Benroe, Ltd. (Wedgewood)                                 2,752                        (2,752)            --

Bethel Towers, Ltd.

Cherry Hill, Ltd.                       985,631                       (38,113)      (417,277)       530,241
Dividend Housing Assn.

Chidester Place, Ltd. *
Dividend Housing Assn.

Clinton Apts., Ltd.

East Central Towers Associates *

Emporia, Ltd. (Northwood)               334,345                        (9,481)      (324,864)            --

Gadsden Towers, Ltd. *

LaLoma Assoc., Ltd.*

Parkview Associates *

Pennsylvania Assoc. (Norristown) *

Riverside Towers Associates **

Roebern, Ltd. (Ridgeview)                                2,980                        (2,980)            --

Van Nuys Associates *

West Lafayette, Ltd.

Williamson Towers, Ltd.
                                    -----------        -------      ---------     ----------      ---------

                                    $ 1,319,976        $ 5,732      $ (47,594)    $ (747,873)     $ 530,241
                                    ===========        =======      =========     ==========      =========
</TABLE>


  * Sold to the Operating Partnership in 1998
** The interest was redeemed by the local limited partnership in 1998.


<PAGE>   29
                                                                     SCHEDULE
                                                                     (CONTINUED)


                         REAL ESTATE ASSOCIATES LIMITED
          INVESTMENT IN, EQUITY IN EARNINGS OF, AND DIVIDENDS RECEIVED
                        FROM AFFILIATES AND OTHER PERSONS
                  YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998


NOTES: 1.     Equity in income (losses) of the limited partnerships represents
              the Partnership's allocable share of the net results of operations
              from the limited partnerships for the year. Equity in losses of
              the limited partnerships will be recognized until the investment
              balance is reduced to zero or a negative balance equal to further
              commitments by the Partnership.

       2.     Cash distributions from the limited partnerships are treated as a
              return of the investment and reduce the investment balance until
              such time as the investment is reduced to zero or a negative
              balance equal to further commitments by the Partnership.
              Distributions subsequently received are recognized as income.

<PAGE>   30
                   REAL ESTATE ASSOCIATES LIMITED                 SCHEDULE III
                    REAL ESTATE AND ACCUMULATED DEPRECIATION
                 OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS
                          IN WHICH REAL HAS INVESTMENTS
                                DECEMBER 31, 2000

<TABLE>
<CAPTION>
                                                                          Buildings,
                                                                      Furnishings and
                                                                         Equipment-
                                                                      Initial Cost to
                                                                      Partnership and
                              Number of   Outstanding                  Amount Carried                    Accumulated    Construction
Partnership/Location            Units    Mortgage Loan        Land    at Close of Year      Total       Depreciation       Period
------------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>       <C>               <C>         <C>                <C>             <C>            <C>
Belleville Manor, Ltd.            32     $   533,720              --     $   790,154     $   790,154     $   515,791     1978-1979
  Marion, KY
Bethel Towers, Ltd.              146       2,997,506          67,400       3,955,212       4,022,612       3,076,907           (A)
  Detroit, MI
Cherry Hill, Ltd.                186       4,898,159         448,460       8,096,919       8,545,379       5,229,623     1978-1980
  Inkster, MI
Clinton Apts. Ltd.                24         140,157          49,868         527,591         577,459         480,018     1977-1980
  Clinton, KY
Emporia, Ltd. (Northwood)         72       1,199,578          39,500       2,495,153       2,534,653       1,958,744     1978-1980
  Emporia, VA
Roebern, Ltd. (Ridgeview)         32         608,630          26,000       1,009,213       1,035,213         892,751     1978-1979
  Lewisburg, WV
Bernroe, Ltd. (Wedgewood)         32         598,318          45,000       1,093,731       1,138,731         917,176     1978-1979
  Ripley, WV
West Lafayette, Ltd.              49         940,599          35,000       1,255,470       1,290,470       1,039,952     1979-1980
  West Lafayette, OH
Williamson Towers, Ltd.           76       2,372,240              --       3,290,827       3,290,827       2,142,929     1979-1981
  Williamson, WV
                                ----     -----------     -----------     -----------     -----------     -----------

                   TOTAL         649     $14,288,907     $   711,228     $22,514,270     $23,225,498     $16,253,891
                                ====     ===========     ===========     ===========     ===========     ===========
</TABLE>

       (A)    This project was complete when REAL entered the Partnership.

<PAGE>   31
                                                                    SCHEDULE III
                                                                    (Continued)

                         REAL ESTATE ASSOCIATES LIMITED
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                       HELD BY LOCAL LIMITED PARTNERSHIPS
                          IN WHICH REAL HAS INVESTMENTS
                                DECEMBER 31, 2000


      NOTES:  1.    Each local limited partnership has developed, owns and
                    operates the housing project. Substantially all project
                    costs, including construction period interest expense, were
                    capitalized by the limited partnerships.

              2.    Depreciation is provided for by various methods over the
                    estimated useful lives of the Projects. The estimated
                    composite useful lives of the buildings are from 25 to 40
                    years.

              3.    Investments in property and equipment:

<TABLE>
<CAPTION>
                                                        Buildings,
                                                       Furnishings
                                                           And
                                        Land             Equipment          Total
                                    ------------      ------------      ------------
<S>                                 <C>               <C>               <C>
Balance at January 1, 1998          $  2,583,434      $ 84,432,934      $ 87,016,368

Sales of properties during 1998       (2,300,367)      (62,317,616)      (64,617,983)

Net additions during 1998                428,161            65,283           493,444
                                    ------------      ------------      ------------

Balance at December 31, 1998             711,228        22,180,601        22,891,829

Net additions during 1999                     --           138,843           138,843
                                    ------------      ------------      ------------

Balance at December 31, 1999             711,228        22,319,444        23,030,672

Net additions during 2000                     --           194,826           194,826
                                    ------------      ------------      ------------

Balance at December 31, 2000        $    711,228      $ 22,514,270      $ 23,225,498
                                    ============      ============      ============
</TABLE>


<PAGE>   32
                                                                    SCHEDULE III
                                                                    (CONTINUED)


                         REAL ESTATE ASSOCIATES LIMITED
              REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
                       HELD BY LOCAL LIMITED PARTNERSHIPS
                          IN WHICH REAL HAS INVESTMENTS
                                DECEMBER 31, 2000


<TABLE>
<CAPTION>
                                     Buildings,
                                    Furnishings
                                       And
                                     Equipment
                                    ------------
<S>                                 <C>
Accumulated Depreciation:

Balance at January 1, 1998          $ 53,678,592

Sales of properties during 1998      (41,029,759)

Net additions during 1998              2,342,189
                                    ------------

Balance at December 31, 1998          14,991,022

Net additions during 1999                569,358
                                    ------------

Balance at December 31, 1999          15,560,380

Net additions during 2000                693,511
                                    ------------

Balance at December 31, 2000        $ 16,253,891
                                    ============
</TABLE>


<PAGE>   33

PART III.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:

REAL ESTATE ASSOCIATES LIMITED (the "Partnership") has no directors or executive
officers of its own.

Prior to December 30, 1998, NAPICO was a wholly owned subsidiary of Casden
Investment Corporation ("CIC"), which is wholly owned by Alan I. Casden. On
December 30, 1998, Casden Properties Operating Partnership, L.P., (the
"Operating Partnership") a majority owned subsidiary of Casden Properties Inc.,
a real estate investment trust organized by Alan I. Casden, purchased a 95.25%
economic interest in NAPICO. The following biographical information is presented
for the directors and executive officers of NAPICO with principal responsibility
for the Partnership's affairs.

CHARLES H. BOXENBAUM, 71, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.

Mr. Boxenbaum has been associated with NAPICO since its inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was a
real estate broker with the Beverly Hills firm of Carl Rhodes Company. Mr.
Boxenbaum has been a member of the Board of Directors of Casden Properties Inc.
since 1998.

Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers, California Real Estate Association,
National Institute of Real Estate Brokers, Appraisal Institute, various mortgage
banking seminars, and the North American Property Forum held in London, England.
He is one of the founders and a past director of the First Los Angeles Bank,
organized in November 1974. Since March 1995, Mr. Boxenbaum has served on the
Board of Directors of the National Housing Council. Mr. Boxenbaum received his
Bachelor of Arts degree from the University of Chicago.

BRUCE E. NELSON, 49, President, Chief Operating Officer and a director of
NAPICO.

Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved in
the identification, analysis, and negotiation of real estate investments. Mr.
Nelson is a member of the Board of Directors of Casden Properties Inc. and is a
Director of the Affordable Housing Tax Credit Coalition.

From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged
in the private practice of law in Los Angeles. Mr. Nelson received his Bachelor
of Arts degree from the University of Wisconsin and is a graduate of the
University of Colorado School of Law. He is a member of the State Bar of
California and is a licensed real estate broker in California and Texas.

ALAN I. CASDEN, 55, Chairman of the Board of Directors and Chief Executive
Officer of Casden Properties Inc., a director and member of the audit committee
of NAPICO, and chairman of the Executive Committee of NAPICO.

Mr. Casden has been involved in approximately $3 billion of real estate
financings and sales and has been responsible for the development and
construction of more than 12,000 apartment units and 5,000 single-family homes
and condominiums.

Mr. Casden is a member of the American Institute of Certified Public Accountants
and of the California Society of Certified Public Accountants. Mr. Casden is a
member of the advisory board of the National Multi-


<PAGE>   34

Family Housing Conference, the Multi-Family Housing Council, the President's
Council of the California Building Industry Association and the Urban Land
Institute. He also serves on the Board of Trustees of the University of Southern
California. He holds a Bachelor of Science degree and a Masters in Business
Administration degree from the University of Southern California.

BRIAN H. SHUMAN, 38, Vice President and Chief Financial Officer.

Mr. Shuman joined NAPICO in 2000, and is responsible for the financial affairs
of NAPICO, as well as the limited partnerships sponsored by it. From 1996 until
joining NAPICO in August 2000, Mr. Shuman was Vice President - Finance for
Preferred Health Management Inc., the largest provider of worker compensation
diagnostic imaging services in California formed in 1996, and was responsible
for establishing and managing the accounting, billing, collection , treasury and
financial reporting departments. From 1994 to 1996, he was the Controller for
DVI Business Credit Corporation, which provides asset based lending to a wide
range of health concerns. From 1985 to 1994, Mr. Shuman served in senior
management positions, as a director or manager of finance, a portfolio tax
analyst, and a senior accountant/tax consultant. He holds a Bachelor of Arts
degree in economics and accounting from the University of Maryland. Mr. Shuman
is a Certified Public Accountant and is a member of American Institute of
Certified Public Accountants and the California Society of Public Accountants.

PATRICIA W. TOY, 71, Senior Vice President - Communications and Assistant
Secretary.

Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.

JEFFREY H. SUSSMAN, 34, Senior Vice President, General Counsel and Secretary.

Mr. Sussman joined NAPICO in 1998, and is responsible for the legal affairs of
NAPICO and its affiliates. He is also the President of NPEI and a member of the
preliminary investment committee. Prior to joining NAPICO in April 1998, Mr.
Sussman was an associate with the law firm of Rus, Miliband, Williams & Smith in
Irvine, California. His practice emphasized real estate finance and insolvency
law and included the representation of borrowers, lenders, and court-appointed
trustees in matters involving apartment complexes, retail centers and hotels.
Mr. Sussman received a Bachelor of Arts degree from the University of
California, Berkeley and Juris Doctor and Master in Business Administration
degrees from the University of Southern California. He is a member of the State
Bar of California, and holds Series 22, 39 and 63 licenses issued by the
National Association of Securities Dealers, Inc.

NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the "Commission"), without admitting or
denying any of the findings made by the Commission. The Commission found that
NAPICO and others had violated certain federal securities laws in connection
with transactions unrelated to the Partnership. The Commission's order did not
impose any cost, burden or penalty on any partnership managed by NAPICO and does
not impact NAPICO's ability to serve as the Partnership's Managing General
Partner.


<PAGE>   35
ITEM 11. MANAGEMENT REMUNERATION AND TRANSACTIONS:

Real Estate Associates Limited has no officers, employees, or directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to pay the Corporate General Partner
an annual management fee. The annual management fee is approximately equal to .5
percent of the invested assets, including the Partnership's allocable share of
the mortgages related to real estate properties held by local limited
partnerships. The fee is earned beginning in the month the Partnership makes its
initial contribution to the limited partnership. In addition, the Partnership
reimburses the Corporate General Partner for certain expenses.

An affiliate of the Corporate General Partner is responsible for the on-site
property management for one property owned by a limited partnership in which the
Partnership has invested.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:

(a)    Security Ownership of Certain Beneficial Owners

       The general partners own all of the outstanding general partnership
       interests of REAL; no person is known to own beneficially in excess of 5
       percent of the outstanding limited partnership interests.

(b)    None of the officers or directors of the Corporate General Partner own
       directly or beneficially any limited partnership interests in REAL.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

The Partnership has no officers, directors or employees of its own. All of its
affairs are managed by the Corporate General Partner, National Partnership
Investments Corp. The Partnership is obligated to NAPICO for an annual
management fee equal to .5 percent of the original remaining invested assets of
the limited partnerships. Invested assets is defined as the costs of acquiring
project interests, including the proportionate amount of the mortgage loans
related to the Partnership's interest in the capital accounts of the respective
partnerships. The management fee was $106,207, $106,232 and $407,340 for the
years ended December 31, 2000, 1999 and 1998, respectively.

The Partnership reimburses NAPICO for certain expenses. The reimbursement to
NAPICO was $6,760, $3,300 and $24,276 in 2000, 1999 and 1998, respectively, and
is included in operating expenses.

Prior to the sale of certain partnership interests on December 30, 1998, an
affiliate of NAPICO was the general partner in five of the limited partnerships
in which the Partnership had an investment, and another affiliate received
property management fees of approximately 5 to 6 percent of the revenue from
three of these partnerships. Subsequent to the sale of certain partnership
interests, an affiliate of NAPICO is the general partner in one of the limited
partnerships, and its property is managed by another affiliate. The affiliate
received property management fees of $6,127, $6,975 and $184,844 in 2000, 1999
and 1998, respectively.

On December 30, 1998, the Partnership sold its limited partnership interests in
8 local limited partnerships to the Operating Partnership. The sale resulted in
cash proceeds to the Partnership of $3,900,000 and a net gain of $3,798,734,
after deducting the selling costs. The cash proceeds were held in escrow at
December 31, 1998 and were collected subsequent to year-end. In March 1999, the
Partnership made a cash distribution of $3,861,000 to the limited partners and
$39,000 to the general partners, primarily using proceeds from the sale of the
partnership interests.


<PAGE>   36
The Operating Partnership purchased such limited partner interests for cash,
which it raised in connection with a private placement of its equity securities.
The purchase was subject to, among other things, (i) the purchase of the general
partner interests in the local limited partnerships by the REIT; (ii) the
approval of HUD and certain state housing finance agencies; and (iii) the
consent of the limited partners to the sale of the local limited partnership
interests held for investment by the Partnership.

In August 1998, a consent solicitation statement was sent to the limited
partners setting forth the terms and conditions of the purchase of the limited
partners' interests held for investment by the Partnership, together with
certain amendments to the Partnership Agreement and other disclosures of various
conflicts of interest in connection with the proposed transaction. Prior to the
sale of the partnership interests, the consents of the limited partners to the
sale and amendments to the Partnership Agreement were obtained.

PART IV.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:

FINANCIAL STATEMENTS

Report of Independent Public Accountants.

Balance Sheets as of December 31, 2000 and 1999.

Statements of Operations for the years ended December 31, 2000, 1999 and 1998.

Statements of Partners' Equity (Deficiency) for the years ended December 31,
2000, 1999 and 1998.

Statements of Cash Flows for the years ended December 31, 2000, 1999 and 1998.

Notes to Financial Statements.

FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO REAL ESTATE ASSOCIATES LIMITED AND THE LIMITED PARTNERSHIPS IN
WHICH REAL ESTATE ASSOCIATES LIMITED HAS INVESTMENTS:

Schedule - Investments in Limited Partnerships, December 31, 2000, 1999 and
1998.

Schedule III - Real estate and accumulated depreciation, December 31, 2000, 1999
and 1998.

The remaining schedules are omitted because the required information is included
in the financial statements and notes thereto as they are not applicable or not
required.

EXHIBITS

(3)    Articles of incorporation and bylaws: The registrant is not incorporated.
       The Partnership Agreement was filed with Form S-11 Registration # 260561
       incorporated herein by reference.

(10)   Material contracts: The registrant is not party to any material
       contracts, other than the Restated Certificate and Agreement of Limited
       Partnership dated September 15, 1979 previously filed and which is hereby
       incorporated by reference.

REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the year ended December 31, 2000.


<PAGE>   37
                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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 in the City of Los Angeles,
State of California.


REAL ESTATE ASSOCIATES LIMITED


By: NATIONAL PARTNERSHIP INVESTMENTS CORP.
    General Partner

/s/ CHARLES H. BOXENBAUM
--------------------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer


/s/ BRUCE E. NELSON
--------------------------------------------
Bruce E. Nelson
Director and President


/s/ ALAN I. CASDEN
--------------------------------------------
Alan I. Casden
Director


/s/ BRIAN H. SHUMAN
--------------------------------------------
Brian H. Shuman
Chief Financial Officer