UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): |_| Form 10-K |_| Form 20-F |X| Form 10-Q |_| Form 10-D
|_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2006
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|_| Transition Report on Form 10-K |_| Transition Report on
Form 20-F |_| Transition Report on Form 11-K |_| Transition
Report on Form 10-Q |_| Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing From, Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification related to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRATION INFORMATION
CRI Hotel Income Partners, L.P.
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Full Name of Registrant
N/A
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Former Name if Applicable
11200 Rockville Pike
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Address of Principal Executive Office (Street and Number)
Rockville, Maryland 20852
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b- 25(b), the following
should be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense.
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
|X| calendar day following the prescribed due date; or the subject
quarterly report on Form 1-Q or subject distribution report on
Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why Forms 1-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report of portion thereof, could not be filed within
the prescribed time period.
The compilation, dissemination and review of the information required to be
presented in the Form 10-QSB for the relevant period has imposed time
constraints that have rendered timely filing of the Form 10-QSB impracticable
without undue hardship and expense to the registrant. The registrant undertakes
the responsibility to file such report no later than five days after its
original prescribed due date.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Nancy Isbell 301 231-0286
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). Yes |X| No |_|
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(3) It is anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof: Yes |_| No |X|
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and , if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
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CRI Hotel Income Partners, L. P.
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(Name of Registrant as Specified in Charter
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date November 14, 2006 By /s/ H. William Willoughby
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H. William Willoughby
Director, President, Secretary,
Principal Financial Officer and
Principal Accounting Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.