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