EXHIBIT 3.1 AMENDMENT TO THE THIRD RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED This Amendment to the Third Restated Certificate and Agreement of Limited Partnership, as amended to date (the "Partnership Agreement") of Real Estate Associates Limited, a California limited partnership (the "Partnership"), is made and entered into as of January 23, 2004, by and among National Partnership Investments Corp., a California corporation ("NAPICO"), as general partner of the Partnership, and NAPICO, as attorney-in-fact for the limited partners of the Partnership. WHEREAS, NAPICO and limited partners owning a majority of the outstanding limited partnership interests of the Partnership have approved this Amendment. NOW THEREFORE, the parties hereto hereby agree as follows: 1. Section 9.3(d) of the Partnership Agreement is hereby amended to read in its entirety as follows: "(d) upon any sale or refinancing the Partnership shall not reinvest any proceeds thereof prior to distributing to the Partners from the proceeds sufficient cash to pay the state and federal tax at the then maximum rates, and may distribute to the Partners the balance of the Proceeds;" 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Partnership Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. [Signature page follows] IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. NATIONAL PARTNERSHIP INVESTMENTS CORP., as General Partner By: /s/ Jeffrey H. Sussman ---------------------------------- Jeffrey H. Sussman, Senior Vice President, General Counsel and Secretary NATIONAL PARTNERSHIP INVESTMENTS CORP., as Attorney-in-Fact for the Limited Partners By: /s/ Jeffrey H. Sussman ----------------------------------- Jeffrey H. Sussman, Senior Vice President, General Counsel and Secretary AMENDMENT TO THE THIRD RESTATED CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED This Amendment to the Third Restated Certificate and Agreement of Limited Partnership, as amended to date (the "Partnership Agreement") of Real Estate Associates Limited, a California limited partnership (the "Partnership"), is made and entered into as of January 23, 2004, by and among National Partnership Investments Corp., a California corporation ("NAPICO"), as general partner of the Partnership, and NAPICO, as attorney-in-fact for the limited partners of the Partnership. WHEREAS, NAPICO and limited partners owning a majority of the outstanding limited partnership interests of the Partnership have approved this Amendment. NOW THEREFORE, the parties hereto hereby agree as follows: 1. Section 9.3(t) of the Partnership Agreement is hereby amended to read in its entirety as follows: "(t) the Partnership shall not sell all or substantially all of the Partnership's assets in a single transaction or a series of related transactions without obtaining the consent of Limited Partners owning a majority of the Units; provided, however, that the foregoing will not apply to a sale of a single Project or Project Interest;" 2. Except as specifically amended hereby, the terms, covenants, provisions and conditions of the Partnership Agreement shall remain unmodified and continue in full force and effect and, except as amended hereby, all of the terms, covenants, provisions and conditions of the Agreement are hereby ratified and confirmed in all respects. [Signature page follows] IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first above written. NATIONAL PARTNERSHIP INVESTMENTS CORP., as General Partner By: /s/ Jeffrey H. Sussman --------------------------------- Jeffrey H. Sussman, Senior Vice President, General Counsel and Secretary NATIONAL PARTNERSHIP INVESTMENTS CORP., as Attorney-in-Fact for the Limited Partners By: /s/ Jeffrey H. Sussman --------------------------------- Jeffrey H. Sussman, Senior Vice President, General Counsel and Secretary