Cri Hotel Income Partners L P 10Q/A 2013 Q1 Quarterly report (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended March 31, 2013

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

For the transition period from ____________ to ____________

Commission file number 33-11096

CRI HOTEL INCOME PARTNERS, L.P.

(Exact Name of Issuer as Specified in its Charter)



Delaware	52-1500621
(State of Incorporation)	(I.R.S. Employer Identification No.)
11200 Rockville Pike
Rockville, MD	20852
(Address of Principal Executive Offices)	(ZIP Code)

(301) 468-9200

(Issuer’s Telephone Number, Including Area Code)

_____________________

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 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer@ in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer o Smaller reporting company þ

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

The units of limited partner interest of the Registrant are not traded in any market. Therefore, the units of limited partner interest had neither a market selling price nor an average bid or asked price.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No þ

As of July 25, 2013, the issuer had 868,662 outstanding beneficial assignee certificates.

EXPLANATORY NOTE

This Form 10-Q/A ("Form 10-Q/A") is being filed as Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, which was filed with the Securities and Exchange Commission on July 25, 2013 (the "Original Filing").

This Form 10-Q/A is an technical amendment to correct certain required language regarding the certification of the quarterly report to Exhibit 31.2 of the Original Filing.

This Form 10-Q/A includes only the corrected exhibit and does not reflect events occurring after the filing of the Original Filing. The Original Filing is unchanged except with respect to the changes to Exhibit 31.2 included in this Form 10-Q/A.

Part II - OTHER INFORMATION
Item 6. Exhibits.

The following exhibits are filed as part of this Form 10-Q/A:



Exhibit 31.2	Certification of the Principal Financial Officer

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



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

	by:	CRICO Hotel Associates L.L.P
		its General Partner

	by:	C.R.I., Inc.
		Managing General Partner

October 8, 2013	by:	/s/ H. William Willoughby
DATE		H. William Willoughby
		Director, President Secretary,
		Principal Financial Officer and
		Principal Accounting Officer

Cri Hotel Income Partners L P Inactive 10-Q/A2013 Q1 Quarterly report (amended)