SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Schedule TO

               Tender Offer Statement Pursuant to Section 14(d)(1)
                     of the Securities Exchange Act of 1934

                                 AMENDMENT NO. 1

                            (Name of Subject Company)

                    Capital Realty Investors Ltd Partnership

                   A District of Columbia limited partnership

                               at $75 Net Per Unit

                                       by

               Equity Resource Lexington Fund Limited Partnership,
                       a Massachusetts limited partnership

                          Equity Resources Group, Inc.
                               Eggert Dagbjartsson

                            Limited Partnership Units

                  Eggert Dagbjartsson, Executive Vice President
                          Equity Resources Group, Inc.
                                44 Brattle Street
                               Cambridge, MA 02138
                                 (617) 876-4800

                            Calculation of Filing Fee

========================================= ======================================

          Transaction Valuation*                  Amount of Filing Fee
                 $185,625                                $37.13
- --------------------------------------------------------------------------------

*     For purposes of calculating the filing fee only. This calculation assumes
      the purchase of 2,475 Units at a purchase price of $75 per Unit in the
      Partnership.

|X|   Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
      and identify the filing with which the offsetting fee was previously paid.
      Identify the previous filing by registration statement number, or the Form
      or Schedule and the date of its filing.
- --------------------------- --------------- ------------- ----------------------

 Amount Previously Paid:    $37.13          Filing        Equity Resource
                                            Party:        Lexington Fund
                                                          Limited Partnership

 Form of Registration No.:  Schedule TO/T   Date Filed:   May 9, 2002
- --------------------------------------------------------------------------------



                                 AMENDMENT NO. 1

      This Amendment No. 1 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on May
9, 2002 (the "Schedule TO") by Equity Resource Lexington Fund, Limited
Partnership, a Massachusetts limited partnership, Eggert Dagbjartsson, its
general partner and Equity Resources Group, Inc., its manager (collectively the
"Purchaser") to purchase 2,475 units (the "Units") of limited partnership
interests in Capital Realty Investors Ltd Partnership, a District of Columbia
limited partnership (the "Partnership"), at $75 for each Unit, net to the seller
in cash, without interest, less the $100 transfer fee charged by the general
partner of the Partnership (per transaction, not per unit) and less the amount
of any distributions declared or paid from any source by the Partnership with
respect to the Units after May 9, 2002 (without regard to the record date), upon
the terms and subject to the conditions set forth in the Offer to Purchase (the
"Offer to Purchase") and in the related Agreement of Sale, copies of which are
attached hereto as Exhibits (a)(l) and (a)(3) (which are herein collectively
referred to as the "Offer"). The information in the Offer to Purchase, including
all schedules and annexes thereto, is hereby expressly incorporated herein by
reference in response to all the items of this Statement, except as otherwise
set forth below.

      COVER PAGE AND ITEMS 1, 4 and 12

      The Cover Page and Items 1, 4 and 12 of the Schedule TO, which incorporate
by reference the information contained in the Offer to Purchase, are hereby
amended as follows:

      Cover Page

      The boxed paragraph of the cover page of the Offer to Purchase is amended
in its entirety to read as follows:

            "THIS OFFER WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON JUNE 24,
2002, UNLESS THE OFFER IS EXTENDED."

      Item 1--Summary Term Sheet

      The sixth question of the Summary Term Sheet is amended in its entirety to
read as follows:

                  "How long do I have to decide whether to tender in the offer?

                  You will have at least until 12:00 midnight, Eastern Time, on
                  June 24, 2002, to decide whether to tender your units in the
                  offer. In addition, if we decide to extend the offering
                  period, as described below, you will have an additional
                  opportunity to tender your units. See "THE OFFER--Section
                  3--Procedures for Tendering Units." Because the Purchaser is
                  offering to purchase less than 100% of all units of the
                  Partnership, there will be no "subsequent offering period.""

      The Summary Term Sheet is amended to read as follows:

                  "How many Units have been tendered as of the Offer's Extension
                  Date?



                  Approximately 315 Units have been tender under the Offer at
                  the time of the extension.""

      Item 4--Terms of the Transaction

      The Offer

      The first paragraph of Section 1--"Terms of the Offer" is amended in its
entirety to read as follows:

                  "Upon the terms and subject to the conditions of the Offer,
                  the Purchaser will accept for payment and pay for up to 2,475
                  Units that are validly tendered on or prior to the Expiration
                  Date (as defined below). The term "Expiration Date" means
                  12:00 midnight, Eastern Time, on June 24, 2002, unless the
                  Purchaser extends the period of time for which the Offer is
                  open, in which event the term "Expiration Date" shall mean the
                  latest date on which the Offer, as so extended by the
                  Purchaser, shall expire."

      Item 12--Exhibits

      The following is added as an Exhibit to the Schedule TO:

            (a)(5)Press release dated June 10, 2002.



                                    SIGNATURE

      After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: JUNE 10, 2002        Equity Resource Lexington Fund Limited Partnership,
                                    a Massachusetts limited partnership

                                    By: /s/ Eggert Dagbjartsson
                                        --------------------------------
                                               Eggert Dagbjartsson
                                               General Partner


                                    Equity Resources Group, Inc.
                                    A Massachusetts Corporation

                                    By: /s/ Eggert Dagbjartsson
                                        --------------------------------
                                               Eggert Dagbjartsson
                                               Executive Vice President


                                    Eggert Dagbjartsson

                                    By: /s/ Eggert Dagbjartsson
                                        --------------------------------
                                               Eggert Dagbjartsson



                                  EXHIBIT INDEX

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

                                                             Sequential
Exhibit No.                  Description                     Page Number
- -----------                  -----------                     -----------
- -------------- ------------------------------------------ --------------------

(a)(1) -       Offer to Purchase, dated May 9, 2002*             4-28
- -------------- ------------------------------------------ --------------------

(a)(2) -       Transmittal letter, dated May 9, 2002*             29
- -------------- ------------------------------------------ --------------------

(a)(3) -       Agreement of Sale*                               30-33
- -------------- ------------------------------------------ --------------------

(a)(4)         Summary Advertisement*                             34
- -------------- ------------------------------------------ --------------------

(a)(5)         Press Release dated June 10, 2002
- -------------- ------------------------------------------ --------------------

(b) -          Not applicable.
- -------------- ------------------------------------------ --------------------

(c) -          Not applicable.
- -------------- ------------------------------------------ --------------------

(d) -          Not applicable.
- -------------- ------------------------------------------ --------------------

(e) -          Not applicable.
- -------------- ------------------------------------------ --------------------

(f) -          Not applicable.
- -------------- ------------------------------------------ --------------------

(g)            Not applicable
- -------------- ------------------------------------------ --------------------

(h)            Not applicable.
- ------------------------------------------------------------------------------

*     Previously Filed