UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-KSB

[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                 For the fiscal year ended December 31, 2004

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

               For the transition period _________to _________

                         Commission file number 0-09262

                         REAL ESTATE ASSOCIATES LIMITED
                 (Name of small business issuer in its charter)

         California                                         95-3187912
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                      16,323 Limited Partnership Interests
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve months (or for such shorter period that the registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past ninety 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-KSB or any
amendment to this Form 10-KSB. [X]

State Issuer's revenue for its most recent fiscal year - $1,000

State the aggregate  market value of the voting  Partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  Partnership
interests  were sold,  or the average bid and asked  prices of such  Partnership
interests,  as of December  31,  2004.  No market for the  Registrant's  limited
partnership  interests exists, and, therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.       Description of 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 Estate Associates  Limited offered
16,500 units of Limited Partnership  Interests through a public offering managed
by E.F. Hutton Inc. The Partnership  received  $16,500,000 in subscriptions  for
units of Limited  Partnership  Interests  (at $1,000 per unit) during the period
October 27, 1978 to August 31,  1979,  pursuant to a  registration  statement on
Form S-11.  Since this  transaction,  the Partnership has not received,  nor are
limited  partners  required  to  make,  additional  capital  contributions.  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 other events as  specified  in the terms of the  Partnership
agreement.

The general partner of Real Estate  Associates  Limited is National  Partnership
Investments Corp.  ("NAPICO"),  a California Corporation (the "Corporate General
Partner"). The Corporate General Partner is a subsidiary of Apartment Investment
and  Management  Company  ("AIMCO"),  a publicly  traded real estate  investment
trust. The business of REAL is conducted primarily by NAPICO.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other transaction  documents with AIMCO and certain of its subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including 100% of the  outstanding  capital stock of NAPICO.
Prior to  March  11,  2002,  Casden  Properties,  Inc.  owned a 95.25%  economic
interest in NAPICO,  with the  balance  owned by Casden  Investment  Corporation
("CIC").  CIC, which is wholly owned by Alan I. Casden,  owned 95% of the voting
stock of NAPICO prior to March 11, 2002.

REAL holds limited partnership  interests in six local limited partnerships (the
"Local Partnerships") as of December 31, 2004. In December 1998, the Partnership
sold its  interest  in nine Local  Partnerships  and its  interest  in one Local
Partnership  was redeemed in September 1998.  During 2003, the Partnership  sold
its interest in one Local Partnership.  During 2004, the properties in two Local
Partnerships were sold. Each of the Local 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.

The Local  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  Partnerships  pursuant to arm's-length
negotiations with these developers, or others, who act as general partners. As a
limited partner,  REAL's  liability for obligations of the Local  Partnership is
limited to its investment.  The local general  partner of the Local  Partnership
retains responsibility for developing, constructing,  maintaining, operating and
managing  the  property   owned  by  the  Local   Partnership.   Under   certain
circumstances  of default,  REAL has the right to replace the general partner of
the  Local  Partnerships,  but  otherwise  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.

Although  each of the Local  Partnerships  in which REAL has invested  generally
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.

The  Partnership  does not have any  employees.  Services are  performed for the
Partnership by the Corporate General Partner and agents retained by it.

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 remain,
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")  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  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.

Laws  benefiting   disabled  persons  may  result  in  the  Local  Partnerships'
incurrence of unanticipated expenses.  Under the Americans with Disabilities Act
of 1990,  or ADA,  all places  intended to be used by the public are required to
meet certain Federal requirements related to access and use by disabled persons.
Likewise,  the Fair Housing Amendments Act of 1988, or FHAA,  requires apartment
properties  first  occupied  after  March  13,  1990  to be  accessible  to  the
handicapped.  These  and  other  Federal,  state  and  local  laws  may  require
modifications to the Local Partnership's  properties, or restrict renovations of
the properties.  Noncompliance with these laws could result in the imposition of
fines or an award of damages to private  litigants  and also could  result in an
order to correct any  non-complying  feature,  which could result in substantial
capital  expenditures.  Although the Corporate General Partner believes that the
Local Partnership's  properties are substantially in compliance with the present
requirements,  the Local Partnerships may incur unanticipated expenses to comply
with the ADA and the FHAA.

During 2004, most of the projects in which REAL had invested were  substantially
rented.  The  following is a schedule of the status as of December 31, 2004,  of
the projects owned by Local Partnerships in which REAL is a limited partner.

                   SCHEDULE OF PROJECTS OWNED BY LOCAL PARTNERSHIPS
                            IN WHICH REAL HAS AN INVESTMENT
                                   DECEMBER 31, 2004
<TABLE>
<CAPTION>

                                     Financed        Units
                                     Insured       Authorized    Percentage of  Percentage of
                                       And         For Rental     Total Units    Total Units
                         No. of     Subsidized      Assistance   Under Occupied   Occupied
                          Units       Under         Section 8         2004          2003
   Name and Location

<S>                        <C>                          <C>           <C>           <C>
Belleville Manor           32          (B)              32            91%           95%
Marion, KY

Bethel Towers             146          (A)              53            84%           93%
Detroit, MI

Clinton Apts.              24          (B)              24            89%           90%
Clinton, KY

Northwood Village          72          (C)              72            95%           95%
Emporia, VA

W. Lafeyette Apts.         49          (C)              49             59%           69%
W. Lafeyette, OH

Williamson Towers          76          (B)              76            98%           99%
Williamson, WV
TOTALS                    399                          306
</TABLE>

(A)    The mortgage is insured by the Federal Housing  Administration  under the
       provisions of Section 236 of the National Housing Act.

(B)    The mortgage is insured by the Federal Housing  Administration  under the
       provisions of Section 221 (d)(4) of the National Housing Act.

(C)    The mortgage is insured by FMHA under the Provision of Section 515.

During  the  year  ended   December  31,  2004,  the  properties  in  two  Local
Partnerships were sold.



<PAGE>


The following table details the Partnership's ownership percentages of the Local
Partnerships  and the cost of acquisition of such  ownership.  All interests are
limited partner  interests.  Also included is the total mortgage  encumbrance on
each  property  for each of the Local  Partnerships  as of December 31, 2004 (in
thousands).
<TABLE>
<CAPTION>

                                     Real Estate
                                     Associates
                                       Limited      Original Cost
                                     Percentage      of Ownership   Mortgage    Notes Payable and
              Partnership             Interest         Interest       Note      Accrued Interest

<S>                                      <C>            <C>         <C>              <C>
       Belleville Manor, Ltd.            99%            $  109      $    526         $    5
       Bethel Towers, Ltd.               99%               305         2,532             --
       Clinton Apts.                     95%                87           121             --
       Emporia, Ltd.                     95%               257         1,030             --
       W. Lafeyette, Ltd.                95%               147           898            461
       Williamson Towers Assoc.          99%               445         2,670             --
                                                        $1,350      $  7,777         $  466
</TABLE>

Although each Local  Partnership in which the  Partnership  has invested owns an
apartment complex which must compete with other apartment complexes for tenants,
government  mortgage  interest and rent subsidies make it possible to rent units
to eligible  tenants at below  market  rates.  In general,  this  insulates  the
properties from market competition.

Item 2.       Description of Properties

See "Item 1" for the real estate owned by the Partnership  through the ownership
of limited partnership interests in Local Partnerships.

Item 3.       Legal Proceedings

The  Corporate  General  Partner is involved in various  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.

Item 4.       Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of the unit holders through the solicitation
of proxies or otherwise during the quarter ended December 31, 2004.

<PAGE>

                                     PART II

Item 5.       Market for the  Registrant's  Partnership  Interests and Related
              Partnership 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,  therefore an investor  may be unable to sell or otherwise  dispose of
his or her interest in the  Partnership.  Limited  Partnership  Interests may be
transferred only if certain  requirements  are satisfied.  At December 31, 2004,
there were 812  registered  holders of 16,323 limited  partnership  interests 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
investment in the Local Partnerships.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):

                Year Ended     Per Limited     Year Ended    Per Limited
               December 31,    Partnership    December 31,   Partnership
                    2004          Unit            2003           Unit

Sale (1)           $   --        $    --         $  568          $ 34.43

(1)   From  the  sale  of  the  limited  partnership  interest  in  Cherry  Hill
      Apartments in September 2003.

AIMCO  and  its  affiliates  owned  4,628  limited  partnership  interests  (the
"Interests"),  or 28.35% of the  outstanding  Interests  in the  Partnership  at
December 31, 2004. A number of these Interests were acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  Interests  in  exchange  for  cash  or  a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Interests  are entitled to take action with respect to a variety of matters that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement  and voting to remove the  Corporate  General  Partner.  Although  the
Corporate  General Partner owes fiduciary  duties to the limited partners of the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO as its sole stockholder.

Item 6.       Management's Discussion and Analysis or Plan of Operation

This item should be read in conjunction with the financial  statements and other
items contained elsewhere in this report.

The Corporate  General  Partner  monitors  developments in the area of legal and
regulatory  compliance.  For example, the Sarbanes-Oxley Act of 2002 mandates or
suggests additional  compliance measures with regard to governance,  disclosure,
audit and other areas. In light of these changes,  the Partnership  expects that
it will incur higher expenses related to compliance.

Liquidity and Capital Resources

The properties in which the Partnership has invested, through its investments in
the Local Partnerships, receive one or more forms of assistance from the Federal
Government.  As a result,  the Local  Partnerships'  ability to  transfer  funds
either to the Partnership or among themselves in the form of cash distributions,
loans  or  advances  is  generally  restricted  by these  government  assistance
programs.  The Corporate General Partner may approve advances to the Partnership
to fund certain  operating  expenses;  however,  it is not required to take such
action.

The  Partnership's  primary sources of funds include interest income earned from
investing available cash and cash distributions received from Local Partnerships
in which the Partnership has invested. The Partnership received distributions of
approximately  $9,000 and $37,000  during the years ended  December 31, 2004 and
2003,   respectively.   In  addition,  the  Partnership  received  approximately
$1,650,000  from the sale of its  limited  partnership  interest  in Cherry Hill
Apartments  during the year ended  December 31,  2003.  The  Partnership  used a
significant  portion of those proceeds to repay  outstanding  obligations of the
Partnership.  Of these obligations,  the Partnership paid approximately $288,000
and $12,000 to the Corporate General Partner for accrued Partnership  management
fees and  administrative  fees. The Partnership also  distributed  approximately
$568,000 to its investors to cover  potential tax  obligations  arising from the
sale.

As of December  31,  2004,  the  Partnership  has cash and cash  equivalents  of
approximately  $5,000.  Substantially  all  of  these  amounts  are  on  deposit
primarily with high credit quality  financial  institutions,  earning  interest.
This resulted in the Partnership earning approximately $1,000 in interest income
for both the years  ended  December  31,  2004 and 2003.  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.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  The  Partnership  continues to
generate recurring  operating losses and suffers from inadequate  liquidity.  In
addition,  accounts payable and amounts due to affiliates  exceed available cash
at December 31, 2004.  The  Partnership  may seek  operating  advances  from the
Corporate  General Partner of the Partnership.  However,  the Corporate  General
Partner is not obligated to fund such advances.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or the amounts and  classifications of liabilities that
may result from the outcome of this uncertainty.

In January 2004, the property in one of the Local Partnerships, Benroe Ltd., was
sold  to a  third  party.  The  property  was  sold  for  a  purchase  price  of
approximately  $15,000 and assumption of the property's  outstanding debt by the
purchaser. The Partnership did not receive any proceeds from the sale.

In July 2004, the property in one of the Local  Partnerships,  Roeburn Ltd., was
sold  to a  third  party.  The  property  was  sold  for  a  purchase  price  of
approximately  $421,000.  The  Partnership did not receive any proceeds from the
sale.

During the year ended December 31, 2003, the Partnership received  approximately
$1,650,000  in  proceeds  from the sale of its limited  partnership  interest in
Cherry Hill Apartments that occurred on September 4, 2003. The Corporate General
Partner  was  entitled to receive a  liquidation  fee of  approximately  $51,000
related  to  the  sale  of the  limited  partnership  interest  in  Cherry  Hill
Apartments. This fee was accrued and will not be paid until the limited partners
have  received a return of their  original  invested  capital.  The  Partnership
recognized a gain of approximately  $940,000 on the sale of limited  partnership
interest, which was the difference between the net proceeds received, reduced by
the accrued liquidation fee, and the carrying value of the investment.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2004 and 2003 (in thousands, except per unit data):

                Year Ended     Per Limited     Year Ended    Per Limited
               December 31,    Partnership    December 31,   Partnership
                    2004          Unit            2003           Unit

Sale (1)           $   --        $    --         $  568          $ 34.43

(1)   From  the  sale  of  the  limited  partnership  interest  in  Cherry  Hill
      Apartments in September 2003.

Results of Operations

At December 31, 2004, the Partnership has investments in six Local Partnerships,
five of which own housing projects that were substantially rented.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and  operations,  including  refinancing or selling  decisions of the
Local Partnerships.  Accordingly, the Partnership accounts for its investment in
the Local Partnerships using the equity method. Thus the individual  investments
are  carried  at cost plus the  Partnership's  share of the Local  Partnership's
profits  less  the  Partnership's  share  of  the  Local  Partnership's  losses,
distributions  and impairment  charges.  However,  since the  Partnership is not
legally  liable  for  the  obligations  of  the  Local  Partnerships,  or is not
otherwise committed to provide additional support to them, it does not recognize
losses  once its  investment  in each of the Local  Partnerships  reaches  zero.
Distributions  from the Local  Partnerships  are accounted for as a reduction of
the  investment  balance  until  the  investment  balance  is  reduced  to zero.
Subsequent  distributions  received are recognized as income in the accompanying
statements  of  operations.  For those  investments  where the  Partnership  has
determined that the carrying value of its investments approximates the estimated
fair value of those investments, the Partnership's policy is to recognize equity
in income of the Local Partnerships only to the extent of distributions received
and  amortization  of  acquisition  costs from  those  Local  Partnerships.  The
Partnership   recognized  equity  in  income  of  the  Local   Partnerships  and
amortization of acquisition  costs of  approximately  $28,000 for the year ended
December 31, 2003.  During both the years ended  December 31, 2004 and 2003, the
Partnership  received   approximately  $9,000  in  distributions  from  a  Local
Partnership  that was recognized as income in the statements of operations since
the Partnership's investment in the Local Partnership has been reduced to zero.

At  December  31,  2004,  the  investment  balance  in  all  six  of  the  Local
Partnerships had been reduced to zero. Partnership revenues consist primarily of
interest  income  earned  on  temporary  investment  of funds not  required  for
investment in Local  Partnerships.  The  Partnership  earned  interest income of
approximately $1,000 during both years ended December 31, 2004 and 2003.

An annual  management  fee is payable to the  Corporate  General  Partner of the
Partnership  and is  calculated  at 0.5  percent of the  Partnership's  invested
assets.  The  management  fee is paid to the Corporate  General  Partner for its
continuing management of the Partnership's affairs. The fee is payable beginning
with  the  month  following  the  Partnership  initial  investment  in  a  Local
Partnership.  Management  fees were  approximately  $73,000 and $106,000 for the
years  ended  December  31,  2004 and 2003,  respectively.  The  decrease in the
management fee is due to the sale of the  partnership's  interest in Cherry Hill
Apartments in 2003.

Operating  expenses,  exclusive  of the  management  fee,  consist  of legal and
accounting  fees for  services  rendered  to the  Partnership  and  general  and
administrative  expenses.  Legal and accounting fees were approximately $103,000
and $71,000 for the years ended  December 31, 2004 and 2003,  respectively.  The
increase in legal and  accounting  expenses for the year ended December 31, 2004
is due to an  increase  in legal  fees  associated  with the sales  transactions
occurring  in 2004  and the  consent  solicitations  and  the  amendment  of the
Partnership  Agreement.  General and administrative  expenses were approximately
$21,000 for both the years ended December 31, 2004 and 2003.

At times,  advances  are made to the Local  Partnerships.  Advances  made by the
Partnership  to the individual  Local  Partnerships  are considered  part of the
Partnership's   investment  in  Local  Partnerships.   Advances  made  to  Local
Partnerships  for which the  investment  has been reduced to zero are charged to
expense.  During  the year  ended  December  31,  2004 and  2003,  approximately
$117,000  and  $240,000,   respectively,   was  recognized  as  expense  in  the
accompanying statements of operations.

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")  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  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.

Other

AIMCO  and  its  affiliates  owned  4,628  limited  partnership  interests  (the
"Interests"),  or 28.35% of the  outstanding  Interests  in the  Partnership  at
December 31, 2004. A number of these Interests were acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  Interests  in  exchange  for  cash  or  a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Interests  are entitled to take action with respect to a variety of matters that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement  and voting to remove the  Corporate  General  Partner.  Although  the
Corporate  General Partner owes fiduciary  duties to the limited partners of the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO as its sole stockholder.

On January 2, 2004, the Partnership sent a consent solicitation statement to the
limited partners regarding  amendment to the Restated  Certificate and Agreement
of  Limited  Partnership  (the  "Partnership  Agreement")  to 1)  eliminate  the
requirement  that the cash proceeds  from the sale of an  individual  project or
project interest must exceed the tax liability to the limited partners resulting
from that sale,  and 2) modify the provision in the  Partnership  Agreement that
requires limited partner approval for a sale of all or substantially  all assets
so that sales of projects or project  interests in  transactions  that are not a
series of related  transactions do not require limited  partner  approval.  This
matter was approved  and the  Partnership  Agreement  was amended on January 23,
2004.

Recent Accounting Pronouncements

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all Local  Partnerships in which the Partnership held a variable
interest. FIN 46 addresses the consolidation by business enterprises of variable
interest entities.  Generally,  a variable interest entity, or VIE, is an entity
with  one or  more  of the  following  characteristics:  (a)  the  total  equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in six VIE's for which the  Partnership was not the primary  beneficiary.  Those
six VIE's consist of Local  Partnerships  in which the  Partnership  acquired an
interest  prior to the  adoption  of FIN 46 that  are  directly  engaged  in the
ownership and management of six apartment  properties with a total of 399 units.
The Partnership is involved with those VIEs as a non-controlling limited partner
equity holder.  The  Partnership's  maximum  exposure to loss as a result of its
involvement with unconsolidated  VIE's is limited to the Partnership's  recorded
investments in and receivables  from those VIEs,  which was zero at December 31,
2004. The Partnership  may be subject to additional  losses to the extent of any
financial support that the Partnership voluntarily provides in the future.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note 1 - Organization and Summary of Significant  Accounting Policies" which is
included in the financial  statements  in "Item 7.  Financial  Statements".  The
Corporate  General  Partner  believes that the  consistent  application of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial  condition.  The preparation of financial statements in conformity
with accounting  principles generally accepted in the United States requires the
Partnership to make estimates and  assumptions.  These estimates and assumptions
affect  the  reported  amounts  of  assets  and  liabilities  at the date of the
financial statements as well as reported amounts of revenues and expenses during
the  reporting  period.  Actual  results  could  differ  from  these  estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Method of Accounting for Investments in Limited Partnerships

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage (between 95% and 99%).  Distributions of surplus cash from operations
from most of the Local  Partnerships  are restricted by the Local  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development  ("HUD").  These  restrictions  limit the distribution to a portion,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the Local  Partnership.  The  Partnership  is allocated
profits and losses and receives  distributions  from  refinancings  and sales in
accordance with the Local Partnerships' partnership agreements. These agreements
usually limit the Partnership's  distributions to an amount  substantially  less
than its ownership percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions and impairment charges. The Partnership is
not legally  liable for the  obligations  of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.

Item 7.     Financial Statements

REAL ESTATE ASSOCIATES LIMITED

                          LIST OF FINANCIAL STATEMENTS


      Report of Independent Registered Public Accounting Firm

      Balance Sheet - December 31, 2004

      Statements of Operations - Years ended December 31, 2004 and 2003

      Statements  of Changes in  Partners'  (Deficiency)  Equity - Years ended
      December 31, 2004 and 2003

      Statements of Cash Flows - Years ended December 31, 2004 and 2003

      Notes to Financial Statements

              Report of Independent Registered Public Accounting Firm




The Partners
Real Estate Associates Limited


We have audited the accompanying balance sheet of Real Estate Associates Limited
as of December 31, 2004,  and the related  statements of  operations,  partners'
(deficiency) equity and cash flows for each of the two years in the period ended
December 31, 2004.  These  financial  statements are the  responsibility  of the
Partnership's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  We were not engaged to perform an
audit of the Partnership's internal control over financial reporting.  Our audit
included  consideration of internal control over financial  reporting as a basis
for designing audit  procedures that are appropriate in the  circumstances,  but
not for the  purpose  of  expressing  an  opinion  on the  effectiveness  of the
Partnership's internal control over financial reporting. Accordingly, we express
no such opinion.  An audit also includes  examining,  on a test basis,  evidence
supporting the amounts and  disclosures in the financial  statements,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the financial position of Real Estate Associates Limited
at December 31, 2004,  and the results of its  operations and its cash flows for
each of the two years in the period ended  December 31, 2004 in conformity  with
accounting principles generally accepted in the United States.

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership will continue as a going concern.  As more fully described in Note 1
to the financial  statements,  the Partnership  continues to generate  recurring
operating losses and suffers from inadequate  liquidity.  In addition,  accounts
payable  and  amounts  due  to  affiliates  exceed  available  liquidity.  These
conditions raise substantial  doubt about the Partnership's  ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 1. The financial  statements do not include any adjustments to
reflect the possible future effects of the  recoverability and classification of
assets or the amounts and  classifications  of liabilities  that may result from
the outcome of this uncertainty.


                                                          /s/Ernst & Young LLP
Greenville, South Carolina
March 29, 2005

                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                                  BALANCE SHEET
                                 (in thousands)

                                DECEMBER 31, 2004


                           Assets
  Cash and cash equivalents                                   $     5
  Investment in local partnerships (Note 2)                        --
                                                              $     5
        Liabilities and Partners'(Deficiency) Equity

Liabilities:
  Accounts payable and accrued expenses                       $    55
  Accrued fees due to affiliates (Note 3)                          69
                                                                             124

Contingencies (Note 6)

Partners' (deficiency) equity:
  General partner                                                (128)
  Limited partners                                                  9
                                                                          (119)
       Total liabilities and partners' (deficiency) equity    $     5

                See Accompanying Notes to Financial Statements



<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                           STATEMENTS OF OPERATIONS
                   (in thousands, except per interest data)
<TABLE>
<CAPTION>

                                                                                   Year Ended
                                                                                  December 31,
                                                                                  2004     2003

<S>                                                                           <C>        <C>
INTEREST INCOME                                                               $     1    $     1

OPERATING EXPENSES:
  Management fees - partners (Note 3)                                              73        106
  General and administrative (Note 3)                                              21         21
  Legal and accounting                                                            103         71
        Total operating expenses                                                  197        198

Loss from partnership operations                                                 (196)      (197)
Distributions from local partnerships recognized as income
  (Note 2)                                                                          9          9
Gain on sale of limited partnership interest                                       --        940
Advances made to local partnerships recognized as expense                        (117)      (240)
Equity in income of local partnerships and amortization of acquisition
  costs (Note 2)                                                                   --         28
Net (loss) income                                                             $  (304)   $   540

Net (loss) income allocated to general partners (1%)                          $    (3)   $     6
Net (loss) income allocated to limited partners (99%)                            (301)       534
                                                                              $  (304)   $   540

Net (loss) income per limited partnership interest (Note 1)                   $(18.44)   $ 32.71

Distributions per limited partnership interest (Note 1)                       $    --    $ 34.43

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

            STATEMENTS OF CHANGES IN PARTNERS' (DEFICIENCY) EQUITY
                     (in thousands, except interest data)
<TABLE>
<CAPTION>

                                                     General        Limited
                                                    Partners        Partners        Total
Partnership interests                                                16,323

Partners' (deficiency) equity,
<S>       <C>                                      <C>            <C>             <C>
  January 1, 2003                                  $  (125)       $     338       $    213

Distributions to partners                               (6)            (562)          (568)

Net income for the year ended
  December 31, 2003                                      6              534            540

Partners' (deficiency) equity,
  December 31, 2003                                   (125)             310            185

Net loss for the year ended
  December 31, 2004                                     (3)            (301)          (304)

Partners' (deficiency) equity,
  December 31, 2004                                $  (128)        $      9        $  (119)


                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (a California limited partnership)

                            STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                           Year Ended
                                                                          December 31,
                                                                       2004           2003
Cash flows from operating activities:
<S>                                                                  <C>             <C>
  Net (loss) income                                                  $  (304)        $   540
  Adjustments to reconcile net (loss) income to net cash
   used in operating activities:
     Gain on sale of local partnership interest                           --            (940)
     Advances made to local partnerships recognized as
       expense                                                           117             240
     Equity in income of local partnerships and amortization
      of acquisition costs                                                --             (28)
     Changes in accounts:
      Accounts payable and accrued expenses                               44            (138)
      Accrued fees due to partners                                        18            (209)
         Net cash used in operating activities                          (125)           (535)

Cash flows from investing activities:
  Advances to local partnerships                                        (117)           (240)
  Distributions from local partnerships recognized as a
   reduction of investment balance                                        --              28
  Proceeds from sale of local partnership interest                        --           1,650
         Net cash (used in) provided by investing activities            (117)          1,438

Cash flows from financing activities:
  Distribution to partners                                                --            (568)
  Advances from affiliates                                                --              82
  Repayment of advances from affiliates                                   --            (170)
         Net cash used in financing activities                            --            (656)

Net (decrease) increase in cash and cash equivalents                    (242)            247
Cash and cash equivalents, beginning of year                             247              --

Cash and cash equivalents, end of year                               $     5         $   247

                See Accompanying Notes to Financial Statements
</TABLE>



<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                       (A California limited partnership)

                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 2004


Note 1 - Going Concern

The  accompanying  financial  statements  have been  prepared  assuming that the
Partnership  will  continue as a going  concern.  The  Partnership  continues to
generate recurring  operating losses and suffers from inadequate  liquidity.  In
addition,  accounts payable and amounts due to affiliates  exceed available cash
at December 31, 2004.  The  Partnership  may seek  operating  advances  from the
Corporate  General Partner of the Partnership.  However,  the Corporate  General
Partner is not obligated to fund such advances.

As a result of the above,  there is  substantial  doubt about the  Partnership's
ability to continue as a going concern.  The financial statements do not include
any adjustments to reflect the possible future effects of the recoverability and
classification of assets or the amounts and  classifications of liabilities that
may result from the outcome of this uncertainty.

Note 2 - Organization and 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 either directly or indirectly in other  partnerships  which own
and  operate  primarily  federal,  state and local  government-assisted  housing
projects.  The general  partner is National  Partnership  Investments  Corp.,  a
California  Corporation  ("NAPICO"  or the  "Corporate  General  Partner").  The
Corporate General Partner is a subsidiary of Apartment Investment and Management
Company  ("AIMCO"),   a  publicly  traded  real  estate  investment  trust.  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 other events as  specified  in the terms of the  Partnership
agreement. The business of the Partnership is conducted primarily by NAPICO.

On December 3, 2001, Casden Properties Inc., entered into a merger agreement and
certain other transaction  documents with AIMCO and certain of its subsidiaries,
pursuant to which, on March 11, 2002, AIMCO acquired Casden  Properties Inc. and
its  subsidiaries,  including 100% of the  outstanding  capital stock of NAPICO.
Prior to  March  11,  2002,  Casden  Properties,  Inc.  owned a 95.25%  economic
interest in NAPICO,  with the  balance  owned by Casden  Investment  Corporation
("CIC").  CIC, which is wholly owned by Alan I. Casden,  owned 95% of the voting
stock of NAPICO prior to March 11, 2002.

 On January 2, 2004, the Partnership  sent a consent  solicitation  statement to
the  limited  partners  regarding  amendment  to the  Restated  Certificate  and
Agreement of Limited  Partnership (the "Partnership  Agreement") to 1) eliminate
the requirement that the cash proceeds from the sale of an individual project or
project interest must exceed the tax liability to the limited partners resulting
from that sale,  and 2) modify the provision in the  Partnership  Agreement that
requires limited partner approval for a sale of all or substantially  all assets
so that sales of projects or project  interests in  transactions  that are not a
series of related  transactions do not require limited  partner  approval.  This
matter was approved  and the  Partnership  Agreement  was amended on January 23,
2004.

The  general  partner  has a one  percent  interest in profits and losses of the
Partnership.  The limited  partners  have the  remaining 99 percent  interest in
proportion to their respective  investments.  A withdrawal amendment was entered
into as of September  12, 2002 and became  effective 90 days  thereafter  by and
among NAPICO and Charles  Boxenbaum,  whereby  Boxenbaum's  45% general  partner
interest was converted to that of a limited partner in the Partnership  entitled
to participate  in the profits and losses of the  Partnership in an amount equal
to 45% of the  amounts  otherwise  allocable  to  the  general  partners  by the
Partnership. The Corporate General Partner is the sole remaining general partner
of the Partnership.

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 receive from the sale of the project(s) or
project  interest(s) an amount 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.

Basis of Presentation

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

Use of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States  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 local  partnerships  are accounted for on the equity method.
Acquisition,  selection  fees and other costs related to the  acquisition of the
projects  are  capitalized  as  part of the  investment  account  and are  being
amortized by the straight line method 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  at the beginning of the year. The number of
limited partnership  interests was 16,323 for both years ended December 31, 2004
and 2003. There was no abandonment of limited partnership  interests during 2004
or 2003.

Cash and Cash Equivalents

Cash and cash  equivalents  include cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $5,000  at  December  31,  2004 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Impairment of Long-Lived Assets

The  Partnership  reviews its  investments in long-lived  assets to determine if
there has been any  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. No impairment losses were
recognized during the years ended December 31, 2004 and 2003.

Fair Value of Financial Instruments

Statement of Financial Accounting Standards ("SFAS") No. 107, "Disclosures About
Fair  Value  of  Financial  Instruments,"  requires  disclosure  of  fair  value
information about significant  financial  instruments.  The Partnership believes
that the carrying amount of other assets and liabilities reported on the balance
sheet that require such  disclosure  approximates  fair value due to their short
term maturity.

Segment Reporting

SFAS  No.  131,   "Disclosure  about  Segments  of  an  Enterprise  and  Related
Information"  established standards for the way that public business enterprises
report information about operating  segments in annual financial  statements and
requires that those  enterprises  report  selected  information  about operating
segments in interim financial reports.  SFAS No. 131 also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Recent Accounting Pronouncements

As of December 31, 2004,  the  Partnership  adopted FASB  Interpretation  No. 46
"Consolidation  of  Variable  Interest  Entities"  (or "FIN 46") and applied its
requirements to all Local  Partnerships in which the Partnership held a variable
interest. FIN 46 addresses the consolidation by business enterprises of variable
interest entities.  Generally,  a variable interest entity, or VIE, is an entity
with  one or  more  of the  following  characteristics:  (a)  the  total  equity
investment  at risk is not  sufficient  to  permit  the  entity to  finance  its
activities without additional subordinated financial support; (b) as a group the
holders of the equity  investment at risk lack (i) the ability to make decisions
about  an  entity's  activities  through  voting  or  similar  rights,  (ii) the
obligation  to absorb the expected  losses of the entity,  or (iii) the right to
receive the expected residual returns of the entity; or (c) the equity investors
have voting rights that are not  proportional  to their  economic  interests and
substantially all of the entity's activities either involve, or are conducted on
behalf of, an investor that has  disproportionately  few voting  rights.  FIN 46
requires a VIE to be consolidated in the financial statements of the entity that
is determined to be the primary  beneficiary of the VIE. The primary beneficiary
generally  is the  entity  that will  receive a majority  of the VIE's  expected
losses, receive a majority of the VIE's expected residual returns, or both.

Upon adoption of FIN 46, the Partnership  determined it held variable  interests
in six VIE's for which the  Partnership was not the primary  beneficiary.  Those
six VIE's consist of Local  Partnerships  in which the  Partnership  acquired an
interest  prior to the  adoption  of FIN 46 that  are  directly  engaged  in the
ownership and management of six apartment  properties with a total of 399 units.
The Partnership is involved with those VIEs as a non-controlling limited partner
equity holder.  The  Partnership's  maximum  exposure to loss as a result of its
involvement with unconsolidated  VIE's is limited to the Partnership's  recorded
investments in and receivables  from those VIEs,  which was zero at December 31,
2004. The Partnership  may be subject to additional  losses to the extent of any
financial support that the Partnership voluntarily provides in the future.

Note 3 - Investments in Local Partnerships

As of December 31, 2004, the Partnership holds limited partnership  interests in
six limited partnerships (the "Local  Partnerships").  The Local Partnerships as
of December 31, 2004, own residential  low income rental projects  consisting of
399 apartment  units.  The mortgage  loans for these  projects are payable to or
insured by various government agencies.

The  Partnership,  as a limited  partner,  does not  exercise  control  over the
activities and operations,  including  refinancing or selling decisions,  of the
Local Partnerships. Accordingly, the Partnership accounts for its investments in
the Local  Partnerships  using the equity method.  The  Partnership is allocated
profits and losses of the Local Partnerships based upon its respective ownership
percentage (between 95% and 99%).  Distributions of surplus cash from operations
from most of the Local  Partnerships  are restricted by the Local  Partnerships'
Regulatory  Agreements  with the United  States  Department of Housing and Urban
Development  ("HUD").  These  restrictions  limit the distribution to a portion,
generally  less than 10%, of the initial  invested  capital.  The excess surplus
cash is  deposited  into a  residual  receipts  reserve,  of which the  ultimate
realization by the  Partnership  is uncertain as HUD frequently  retains it upon
sale or  dissolution  of the Local  Partnership.  The  Partnership  is allocated
profits and losses and receives  distributions  from  refinancings  and sales in
accordance with the Local Partnerships' partnership agreements. These agreements
usually limit the Partnership's  distributions to an amount  substantially  less
than its ownership percentage in the Local Partnership.

The individual  investments are carried at cost plus the Partnership's  share of
the  Local  Partnership's  profits  less the  Partnership's  share of the  Local
Partnership's  losses,  distributions and impairment charges. The Partnership is
not legally  liable for the  obligations  of the Local  Partnerships  and is not
otherwise  committed to provide additional support to them.  Therefore,  it does
not  recognize  losses  once its  investment  in each of the Local  Partnerships
reaches zero.  Distributions  from the Local Partnerships are accounted for as a
reduction of the investment  balance until the investment  balance is reduced to
zero.  When  the  investment  balance  has  been  reduced  to  zero,  subsequent
distributions  received are recognized as income in the accompanying  statements
of operations.

For those  investments  where the  Partnership  has determined that the carrying
value  of its  investments  approximates  the  estimated  fair  value  of  those
investments,  the  Partnership's  policy is to recognize equity in income of the
Local Partnerships only to the extent of distributions received and amortization
of acquisition costs from those Local Partnerships.  Therefore,  the Partnership
limits its recognition of equity earnings to the amount it expects to ultimately
realize.

As of December 31, 2004,  the investment  balance in all six Local  Partnerships
had been reduced to zero.

At times,  advances  are made to the Local  Partnerships.  Advances  made by the
Partnership  to the individual  Local  Partnerships  are considered  part of the
Partnership's   investment  in  Local  Partnerships.   Advances  made  to  Local
Partnerships  for which the  investment  has been reduced to zero are charged to
expense.  During  the years  ended  December  31,  2004 and 2003,  approximately
$117,000  and  $240,000,   respectively,   was  recognized  as  expense  in  the
accompanying statements of operations.

In January 2004, the property in one of the Local Partnerships, Benroe Ltd., was
sold  to a  third  party.  The  property  was  sold  for  a  purchase  price  of
approximately  $15,000 and assumption of the property's  outstanding debt by the
purchaser. The Partnership did not receive any proceeds from the sale.

In July 2004, the property in one of the Local  Partnerships,  Roeburn Ltd., was
sold  to a  third  party.  The  property  was  sold  for  a  purchase  price  of
approximately  $421,000.  The  Partnership did not receive any proceeds from the
sale.

During the year ended December 31, 2003, the Partnership received  approximately
$1,650,000  in  proceeds  from the sale of its limited  partnership  interest in
Cherry Hill Apartments that occurred on September 4, 2003. The Corporate General
Partner  was  entitled to receive a  liquidation  fee of  approximately  $51,000
related  to  the  sale  of the  limited  partnership  interest  in  Cherry  Hill
Apartments. This fee was accrued and will not be paid until the limited partners
have  received a return of their  original  invested  capital.  The  Partnership
recognized a gain of approximately  $940,000 on the sale of limited  partnership
interest, which was the difference between the net proceeds received, reduced by
the accrued liquidation fee, and the carrying value of the investment.

Although the  Partnership's  recorded value of its investments and its equity in
income and/or  distributions  from the Local  Partnerships  are individually not
material to the overall financial position of the Partnership, the following are
unaudited  condensed combined financial  statements at December 31, 2004 and for
each of the two years in the  period  ended  December  31,  2004,  for the Local
Partnerships in which the Partnership has invested:

            Condensed Combined Balance Sheet of the Local Partnerships
                           (in thousands - unaudited)

                                                    December 31,
                                                        2004
Assets
  Land                                               $    372
  Building and improvements, net of accumulated
   depreciation of approximately $10,600                2,128
  Other assets                                          2,093
Total assets                                         $  4,593

Liabilities and Partners Deficit:
Liabilities:
  Mortgage notes payable                             $  7,777
  Notes payable and interest                              466
  Other liabilities                                       340
                                                        8,583
Partners' deficit                                      (3,990)

Total liabilities and Partners' Deficit              $  4,593


        Condensed Combined Results of Operations of the Local Partnerships
                           (in thousands - unaudited)
                                                       Years ended December 31,
                                                         2004            2003
                                                                      (Restated)

Rental and other income                                $ 2,067         $ 2,188

Expenses:
Operating expenses                                       1,599           1,585
Financial expenses                                         228             343
Depreciation                                               369             356
Loss on refinancing                                         94              --
Total expenses                                           2,290           2,284

Net loss                                               $  (223)        $   (96)

In accordance with SFAS No. 144, the results of Bernroe,  Ltd. and Roeburn, Ltd.
have been  excluded from the condensed  combined  results of operations  for the
years ended December 31, 2004 and 2003 due to the sales of the properties in the
Local  Partnerships  in January and July 2004,  respectively.  In addition,  the
results of Cherry Hill Apartments have been excluded from the condensed combined
results of  operations  for the year ended  December 31, 2003 due to the sale of
the Partnership's interest in the Local Partnership in September 2003.

NAPICO, or one of its affiliates, is the general partner and property management
agent for certain Local Partnerships  included above. The Local Partnerships pay
the affiliate property management fees in the amount of 5% of their gross rental
revenues and data processing fees. The amounts paid were  approximately  $15,000
and $13,000 for the years ended December 31, 2004 and 2003, 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")  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  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.

Note 4 - Transactions with Affiliated Parties

Under the terms of the Restated  Certificate and Agreement of Limited  Partners,
the Partnership is obligated to NAPICO for an annual management fee equal to 0.5
percent of the  invested  assets.  Invested  assets are  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 Local  Partnerships.  The management fee incurred for the years ended
December 31, 2004 and 2003 was approximately $73,000 and $106,000, respectively.
At December 31, 2004,  the  Partnership  owed NAPICO  approximately  $18,000 for
management fees, which is included in accrued fees due to affiliates.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately  $10,000 for both the years ended December 31, 2004 and
2003, and is included in general and administrative expenses.

During the year ended December 31, 2003, the Corporate  General Partner advanced
approximately  $82,000  to the  Partnership  for  purposes  of  funding  certain
operating expenses of the Local Partnerships. There were no such advances during
the year ended  December 31, 2004.  During the year ended December 31, 2003, the
Partnership  repaid  approximately  $170,000 of such  advances to the  Corporate
General  Partner.  The  Partnership  has  reserved for the advances to the Local
Partnerships as the Partnership had no remaining investment balance in the Local
Partnerships at December 31, 2004.

The  Corporate  General  Partner was  entitled to receive a  liquidation  fee of
approximately $51,000 related to the sale of the limited partnership interest in
Cherry Hill Apartments which sold in September 2003. This fee was accrued and is
included in accrued fees due to  affiliates.  The fee will not be paid until the
limited  partners have  received a return of their  original  invested  capital.
There was no such fee earned  related to the sales of the properties in Bernroe,
Ltd. in January 2004 and Roeburn Ltd. in July 2004.

AIMCO  and  its  affiliates  owned  4,628  limited  partnership  interests  (the
"Interests"),  or 28.35% of the  outstanding  Interests  in the  Partnership  at
December 31, 2004. A number of these Interests were acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  Interests  in  exchange  for  cash  or  a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Interests  are entitled to take action with respect to a variety of matters that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement  and voting to remove the  Corporate  General  Partner.  Although  the
Corporate  General Partner owes fiduciary  duties to the limited partners of the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO as its sole stockholder.


<PAGE>



Note 5 - Income Taxes

The  Partnership  is not taxed on its income.  The  partners  are taxed in their
individual  capacities based upon their  distributive share of the Partnership's
taxable  income  or  loss  and are  allowed  the  benefits  to be  derived  from
off-setting  their  distributive  share of the tax losses against taxable income
from other sources  subject to passive loss  limitations.  The taxable income or
loss differs from  amounts  included in the  statements  of  operations  because
different  methods are used in determining the losses of the Local  Partnerships
as discussed below. The tax income or loss is allocated to the partner groups in
accordance with Section 704(b) of the Internal Revenue Code and therefore is not
necessarily proportionate to the interest percentage owned.

A reconciliation is as follows:

                                                  Years Ended December 31,
                                                     2004            2003
                                                       (in thousands)
Net (loss) income per financial statements         $  (304)         $ 540

  Gain on sale of limited partner interest              --             984
  Other                                                136             (96)
  Partnership's share of Local Partnership             645              69
Income per tax return                              $   477         $ 1,497
Income per limited partnership
  interest                                         $ 28.91         $ 90.79

The following is a reconciliation between the Partnership's reported amounts and
the federal tax basis of net liabilities:

                                                   December 31, 2004
                                                     (in thousands)
      Net liabilities as reported                      $  (119)
      Add (deduct):
       Investment in Local Partnerships                 (4,849)
        Deferred offering costs                          2,568
       Other                                               557
      Net liabilities - federal tax basis              $(1,843)



<PAGE>


Note 6 - Real Estate and  Accumulated  Depreciation  of Local  Partnerships in
which
          REAL Has Invested (unaudited)

The  following  unaudited  data  is  a  summary  of  real  estate,   accumulated
depreciation and encumbrances of the Local  Partnerships,  excluding Bernroe and
Roeburn  which sold in January  2004, in which REAL has invested (in thousands -
unaudited):
<TABLE>
<CAPTION>

                                          Buildings
                                             And
                                           Related
                                           Personal              Accumulated    Date of
     Description     Encumbrances Land    Property  Total(2)   Depreciation  Construction
                                                        (3)          (3)

<S>                       <C>     <C>      <C>        <C>          <C>         <C>  <C>
Belleville      Manor,    (1)     $ --     $   830    $   830      $   643     1978-1979
Ltd.
Bethel Towers, Ltd.       (1)       67       4,087      4,154        3,482     pre 1977
Clinton Apts.             (1)       50         568        618          574     1977-1980
Emporia, Ltd.             (1)       40       2,688      2,728        2,196     1978-1980
W. Lafeyette Ltd.         (1)      215       1,167      1,382        1,130     1979-1980
Williamson     Towers,    (1)       --       3,388      3,388        2,575     1979-1981
Ltd.
Total                     (1)     $372     $12,728    $13,100      $10,600
</TABLE>

(1) Schedule of Encumbrances (unaudited)
<TABLE>
<CAPTION>

                                                            Notes
                                                          Payable and
                                            Mortgage         Accrued
Partnership Name                             Notes          Interest         Total
                                                         (in thousands)
<S>                                         <C>             <C>             <C>
Belleville Manor, Ltd.                      $   526         $    5          $   531
Bethel Towers, Ltd.                           2,532             --            2,532
Clinton Apts.                                   121             --              121
Emporia, Ltd.                                 1,030             --            1,030
W. Lafeyette Ltd.                               898            461            1,359
Williamson Towers, Ltd.                       2,670             --            2,670
Total - December 31, 2004                   $ 7,777         $  466          $ 8,243
</TABLE>

(2) Reconciliation of real estate and accumulated depreciation (unaudited)

                                                 Years Ended December 31,
                                                   2004           2003
                                                      (in thousands)
Real Estate:
Balance at beginning of year                     $ 13,894       $ 23,547
Improvements during the year                          287            129
Disposal of assets                                 (1,081)        (8,643)
Assets held for sale                                   --         (1,139)
Balance at end of period                         $ 13,100       $ 13,894

                                                 Years Ended December 31,
                                                    2004          2003
                                                      (in thousands)
Accumulated Depreciation:
Balance at beginning of year                      $ 11,244      $ 17,634
Depreciation expense for the period                    369           395
Disposal of assets                                  (1,013)       (5,804)
Assets held for sale                                    --          (981)
Balance at end of year                            $ 10,600      $ 11,244

Note 7 - Contingencies

The  Corporate  General  Partner is involved in various  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.

As  previously  disclosed,  the  Central  Regional  Office of the United  States
Securities  and  Exchange   Commission   (the  "SEC")  is  conducting  a  formal
investigation relating to certain matters.  Although the staff of the SEC is not
limited  in the  areas  that it may  investigate,  AIMCO  believes  the areas of
investigation include AIMCO's miscalculated monthly net rental income figures in
third quarter 2003,  forecasted  guidance,  accounts payable,  rent concessions,
vendor  rebates,  capitalization  of payroll and certain  other  costs,  and tax
credit  transactions.  AIMCO is cooperating  fully. AIMCO is not able to predict
when the matter  will be  resolved.  AIMCO does not  believe  that the  ultimate
outcome  will  have a  material  adverse  effect on its  consolidated  financial
condition or results of operations.  Similarly,  the Corporate  General  Partner
does not believe that the ultimate  outcome will have a material  adverse effect
on the Partnership's financial condition or results of operations.



<PAGE>



Item 8.       Changes in and Disagreements  with Accountants on Accounting and
              Financial Disclosure

              None.

Item 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the Corporate  General Partner,  who are the equivalent of the  Partnership's
principal executive officer and principal financial officer,  respectively,  has
evaluated  the  effectiveness  of  the  Partnership's  disclosure  controls  and
procedures (as such term is defined in Rules  13a-15(e) and 15d-15(e)  under the
Securities  Exchange Act of 1934, as amended (the "Exchange Act")) as of the end
of the period covered by this report.  Based on such  evaluation,  the principal
executive  officer and  principal  financial  officer of the  Corporate  General
Partner, who are the equivalent of the Partnership's principal executive officer
and principal  financial officer,  respectively,  have concluded that, as of the
end of such period,  the  Partnership's  disclosure  controls and procedures are
effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2004 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

Item 8b.    Other Information

            None.



<PAGE>


                                    PART III

Item 9.    Directors and Executive Officers of the Partnership

Real Estate  Associates  Limited (the  "Partnership" or the "Registrant") has no
directors  or officers.  The general  partner  responsible  for  conducting  the
business  of the  Partnership  is  National  Partnership  Investments  Corp.,  a
California Corporation ("NAPICO" or the "Corporate General Partner").

The names and ages of, as well as the positions and offices held by, the present
directors  and officers of NAPICO are set forth  below:  The  Corporate  General
Partner manages and controls  substantially all of the Partnership's affairs and
has general  responsibility  and ultimate authority in all matters affecting its
business.  There are no family  relationships  between or among any directors or
officers.

David R. Robertson              38    President, Chief Executive Officer
                                        and Director
Harry G. Alcock                 41    Executive Vice President and Director
Charles McKinney                53    Senior Vice President and Director
                                        of Asset Management
Jeffrey H. Sussman              39    Senior Vice President, General
                                        Counsel and Secretary
Brian H. Shuman                 42    Senior Vice President and Chief
                                        Financial Officer

David R. Robertson has been President, Chief Executive Officer and a Director of
the Corporate  General  Partner since  October 2002.  Mr.  Robertson has been an
Executive  Vice  President  of AIMCO  since  February  2002,  and was  appointed
President and Chief  Executive  Officer of AIMCO  Capital in October  2002.  Mr.
Robertson  is  responsible  for  property   operations,   asset  management  and
transaction   activities   within  AIMCO   Capital's   portfolio  of  affordable
properties,  and for  redevelopment  and  construction  activities  for both the
conventional  and  affordable  property  portfolios.  Since  February  1996, Mr.
Robertson has been Chairman and Chief Executive Officer of Robeks Corporation, a
privately held chain of specialty food stores.

Harry G. Alcock was appointed as a Director of the Corporate  General Partner in
October 2004 and was appointed Executive Vice President of the Corporate General
Partner  in  February  2004 and has been  Executive  Vice  President  and  Chief
Investment Officer of AIMCO since October 1999. Prior to October 1999 Mr. Alcock
served as a Vice President of AIMCO from July 1996 to October 1997,  when he was
promoted to Senior Vice  President  Acquisitions  where he served until  October
1999. Mr. Alcock has had responsibility for acquisition and financing activities
of AIMCO since July 1994.

Charles McKinney has been Senior Vice President and Director of Asset Management
of the  Corporate  General  Partner and AIMCO Capital since January 2003 and has
overall responsibility for monitoring the construction, lease-up, operations and
compliance  issues for all  assets  constituting  a part of  AIMCO's  affordable
portfolio.  Mr.  McKinney  joined AIMCO as Vice President of Transactions in the
Affordable  Group  in  June  2002  and  had   responsibility   for  value  added
dispositions  of  affordable  properties  in the  Western  portion of the United
States.  From  September  2000  through  May 2002,  Mr.  McKinney  was  Managing
Underwriter for Real Estate Recovery, Inc. where he was responsible for the real
estate loan underwriting and loan review for the company's  clients.  From March
1998 through August 2000, Mr.  McKinney was the Executive  Managing  Director of
American Capital Advisors, Inc. an investment banking company.

Jeffrey H. Sussman has been Senior Vice President, General Counsel and Secretary
of the Corporate  General  Partner since joining  NAPICO in 1998. Mr. Sussman is
responsible for the legal affairs of NAPICO and its affiliates. Prior to joining
NAPICO in 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.

Brian H. Shuman has been Senior Vice  President and Chief  Financial  Officer of
the  Corporate  General  Partner  since  joining  NAPICO in 2000.  Mr. Shuman is
responsible  for  the  financial  affairs  of  NAPICO  as  well  as the  limited
partnership  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.

The board of directors of the Corporate General Partner does not have a separate
audit  committee.  As such,  the board of  directors  of the  Corporate  General
Partner fulfills the functions of an audit committee. The board of directors has
determined  that Brian H. Shuman meets the  requirement  of an "audit  committee
financial expert".

The directors and officers of the Corporate  General Partner with authority over
the Partnership are all employees of subsidiaries of AIMCO.  AIMCO has adopted a
code of ethics that applies to such  directors  and  officers  that is posted on
AIMCO's  website  (www.AIMCO.com).   AIMCO's  website  is  not  incorporated  by
reference to this filing.

Item 10.   Executive Compensation

None of the directors and officers of the Corporate General Partner received any
remuneration from the Partnership during the year ended December 31, 2004.

Item 11.   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; except as noted below, no person or entity is known to own beneficially in
excess of 5% of the outstanding limited partnership interests.


           Entity                   Number of Units         Percentage
AIMCO Properties, L.P.                  4,628                  28.35%

AIMCO  Properties,  L.P.  is  ultimately  controlled  by AIMCO.  Its  business
address is 4582 S. Ulster Parkway, Suite 1100, Denver, Colorado 80237

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

Item 12.  Certain Relationships and Related Transactions

Under the terms of the Restated  Certificate and Agreement of Limited  Partners,
the Partnership is obligated to NAPICO for an annual management fee equal to 0.5
percent of the  invested  assets.  Invested  assets are  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 Local  Partnerships.  The management fee incurred for the years ended
December 31, 2004 and 2003 was approximately $73,000 and $106,000, respectively.
At December 31, 2004,  the  Partnership  owed NAPICO  approximately  $18,000 for
management fees, which is included in accrued fees due to affiliates.

The Partnership  reimburses  NAPICO for certain  expenses.  The reimbursement to
NAPICO was approximately  $10,000 for both the years ended December 31, 2004 and
2003, and is included in general and administrative expenses.

During the year ended December 31, 2003, the Corporate  General Partner advanced
approximately  $82,000  to the  Partnership  for  purposes  of  funding  certain
operating expenses of the Local Partnerships. There were no such advances during
the year ended  December 31, 2004.  During the year ended December 31, 2003, the
Partnership  repaid  approximately  $170,000 of such  advances to the  Corporate
General  Partner.  The  Partnership  has  reserved for the advances to the Local
Partnerships as the Partnership had no remaining investment balance in the Local
Partnerships at December 31, 2004.

The  Corporate  General  Partner was  entitled to receive a  liquidation  fee of
approximately $51,000 related to the sale of the limited partnership interest in
Cherry Hill Apartments which sold in September 2003. This fee was accrued and is
included in accrued fees due to  affiliates.  The fee will not be paid until the
limited  partners have  received a return of their  original  invested  capital.
There was no such fee earned  related to the sales of the properties in Bernroe,
Ltd. in January 2004 and Roeburn Ltd. in July 2004.

AIMCO  and  its  affiliates  owned  4,628  limited  partnership  interests  (the
"Interests"),  or 28.35% of the  outstanding  Interests  in the  Partnership  at
December 31, 2004. A number of these Interests were acquired  pursuant to tender
offers  made by  AIMCO  or its  affiliates.  It is  possible  that  AIMCO or its
affiliates  will  acquire  additional  Interests  in  exchange  for  cash  or  a
combination  of  cash  and  units  in  AIMCO  Properties,  L.P.,  the  operating
partnership  of AIMCO,  either  through  private  purchases  or  tender  offers.
Pursuant to the  Partnership  Agreement,  unitholders  holding a majority of the
Interests  are entitled to take action with respect to a variety of matters that
include, but are not limited to, voting on certain amendments to the Partnership
Agreement  and voting to remove the  Corporate  General  Partner.  Although  the
Corporate  General Partner owes fiduciary  duties to the limited partners of the
Partnership,  the Corporate  General Partner also owes fiduciary duties to AIMCO
as its sole  stockholder.  As a  result,  the  duties of the  Corporate  General
Partner,  as  corporate  general  partner,  to the  Partnership  and its limited
partners may come into conflict with the duties of the Corporate General Partner
to AIMCO as its sole stockholder.

Item 13.    Exhibits

            See Exhibit Index.

Item 14.    Principal Accountant Fees and Services

The Corporate  General Partner has reappointed  Ernst & Young LLP as independent
auditors to audit the financial  statements  of the  Partnership  for 2005.  The
aggregate  fees billed for  services  rendered by Ernst & Young LLP for 2004 and
2003 are described below.

Audit Fees. Fees for audit services  totaled  approximately  $49,000 and $34,000
for 2004 and 2003,  respectively.  Fees for audit services also include fees for
the reviews of the Partnership's Quarterly Reports on Form 10-QSB.

Tax Fees.  Fees for tax services  totaled  approximately  $7,000 and $15,000 for
2004 and 2003, respectively.


<PAGE>


                                   SIGNATURES


In accordance  with the  requirements of Section 13 or 15(d) of the Exchange Act
the Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                               REAL ESTATE ASSOCIATES LIMITED
                               (a California Limited Partnership)

                                    By:   NATIONAL   PARTNERSHIP   INVESTMENTS
                                          CORP.
                                          Corporate General Partner

                                    By:   /s/David R. Robertson
                                          David R. Robertson
                                          President and Chief Executive
                                          Officer

                                    By:   /s/Brian H. Shuman
                                          Brian H. Shuman
                                          Senior Vice President and
                                          Chief Financial Officer

                                    Date: March 31, 2005

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
dates indicated.


/s/David R. Robertson         President, Chief Executive    Date: March 31, 2005
David R. Robertson              Officer and Director


/s/Harry G. Alcock            Executive Vice President      Date: March 31, 2005
Harry G. Alcock                 and Director


/s/Brian H. Shuman            Senior Vice President and     Date: March 31, 2005
Brian H. Shuman                 Chief Financial Officer



<PAGE>


                         REAL ESTATE ASSOCIATES LIMITED
                                  EXHIBIT INDEX


Exhibit     Description of Exhibit

  3         Articles  of  incorporation  and  bylaws:  The  Registrant  is not
            incorporated.  The Partnership  Agreement was filed with Form S-11
            registration #260561, incorporated by reference.

  3.1       Amendments to Third  Restated  Certificate  and Agreement of Limited
            Partnership,  incorporated by reference to the Registrant's Form 8-K
            dated January 23, 2004.

  3.2       Third  Restated  Certificate  and Agreement of Limited  Partnership,
            incorporated by reference to the Registrant's Form 8-K dated January
            23, 2004.

  31.1      Certification  of equivalent of Chief Executive  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  31.2      Certification  of equivalent of Chief Financial  Officer pursuant to
            Securities  Exchange  Act  Rules  13a-14(a)/15d-14(a),   as  Adopted
            Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1      Certification  Pursuant  to  18  U.S.C.  Section  1350,  as  Adopted
            Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



<PAGE>


Exhibit 31.1

                                  CERTIFICATION


I, David R. Robertson, certify that:


1.    I have  reviewed  this  annual  report  on  Form  10-KSB  of  Real  Estate
      Associates Limited;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  March 31, 2005

                                    /s/David R. Robertson
                                    David R. Robertson
                                    President and Chief  Executive  Officer of
                                    National Partnership Investments Corp.,
                                    equivalent of the chief executive  officer
                                    of the Partnership


<PAGE>


Exhibit 31.2

                                  CERTIFICATION


I, Brian H. Shuman, certify that:


1.    I have  reviewed  this  annual  report  on  Form  10-KSB  of  Real  Estate
      Associates Limited;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the small  business  issuer as of, and for, the periods  presented in this
      report;

4.    The  small  business  issuer's  other  certifying  officer(s)  and  I  are
      responsible  for  establishing  and  maintaining  disclosure  controls and
      procedures (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
      the small business issuer and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            small business issuer, including its consolidated  subsidiaries,  is
            made  known to us by  others  within  those  entities,  particularly
            during the period in which this report is being prepared;

      (b)   Evaluated  the   effectiveness   of  the  small  business   issuer's
            disclosure  controls and procedures and presented in this report our
            conclusions about the  effectiveness of the disclosure  controls and
            procedures, as of the end of the period covered by this report based
            on such evaluation; and

      (c)   Disclosed in this report any change in the small  business  issuer's
            internal  control over financial  reporting that occurred during the
            small  business  issuer's  most  recent  fiscal  quarter  (the small
            business  issuer's  fourth  fiscal  quarter in the case of an annual
            report) that has  materially  affected,  or is reasonably  likely to
            materially affect, the small business issuer's internal control over
            financial reporting; and

5.    The  small  business  issuer's  other  certifying  officer(s)  and I  have
      disclosed,  based on our most recent  evaluation of internal  control over
      financial reporting, to the small business issuer's auditors and the audit
      committee of the small  business  issuer's  board of directors (or persons
      performing the equivalent functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely  affect the small business  issuer's
            ability  to  record,   process,   summarize  and  report   financial
            information; and

      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees who have a significant  role in the small  business
            issuer's internal control over financial reporting.


Date:  March 31, 2005

                                    /s/Brian H. Shuman
                                    Brian H. Shuman
                                    Senior Vice President and Chief  Financial
                                    Officer    of     National     Partnership
                                    Investments   Corp.,   equivalent  of  the
                                    chief financial officer of the Partnership



<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In connection  with the Annual  Report on Form 10-KSB of Real Estate  Associates
Limited (the "Partnership"),  for the year ended December 31, 2004 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"),  David
R.  Robertson,  as  the  equivalent  of  the  chief  executive  officer  of  the
Partnership,  and Brian H.  Shuman,  as the  equivalent  of the chief  financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/David R. Robertson
                                    Name:  David R. Robertson
                                    Date:  March 31, 2005

                                           /s/Brian H. Shuman
                                    Name:  Brian H. Shuman
                                    Date:  March 31, 2005


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.