SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                 SCHEDULE 14D-9
                                 (RULE 14d-101)

          SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

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                         CAPITAL REALTY INVESTORS, LTD.
                            (Name of Subject Company)

                     C.R.I., Inc., Managing General Partner
                      (Name of Person(s) Filing Statement)

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                        Units of Limited Partner Interest
                         (Title of Class of Securities)

                                 Not applicable
                      (CUSIP Number of Class of Securities)

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                         Melissa Lackey, General Counsel
                                  C.R.I., Inc.
                              11200 Rockville Pike
                               Rockville. MD 20852
                                 (301) 231-0255
       (Name, Address and Telephone Number of Person Authorized to Receive
     Notices and Communications on Behalf of the Person(s) Filing Statement)

          ___ Check the box if the filing relates solely to preliminary
         communications made before the commencement of a tender offer.


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Item 1.  Subject Company Information.
         ---------------------------

     The name,  address  and  telephone  number of the  subject  company  are as
follows:

         Capital Realty Investors, Ltd.
         c/o C.R.I., Inc., Managing General Partner
         11200 Rockville Pike
         Rockville, Maryland 20852
         (301) 468-9200

     The title  and  number of the  class of  equity  securities  to which  this
Statement relates are 24,767 outstanding units of Limited Partner Interest.

Item 2.  Identity and Background of Filing Person.
         ----------------------------------------

     The name, address and telephone number of the filing person are as follows:

         C.R.I., Inc., Managing General Partner
         11200 Rockville Pike
         Rockville, Maryland 20852
         (301) 468-9200

     The filing  person is an affiliate  of the subject  company.  C.R.I.,  Inc.
holds a 0.01%  General  Partner  Interest in the  Partnership  and serves as its
Managing General Partner.

     The Statement  relates to the tender offer  initiated on or about September
20,  2001  for up to four  thousand  nine  hundred  fifty-three  (4,953)  of the
outstanding units of Limited Partner Interest in the subject company by:

         Equity Resource Lexington Fund Limited Partnership
         c/o Equity Resources Group, Inc.
         14 Story Street
         Cambridge, Massachusetts 02138

The tender offeror will hereinafter be referred to as Equity Resources.

Item 3.  Past Contacts, Transactions, Negotiations and Agreements.
         --------------------------------------------------------

     There are no material  agreements,  arrangements or understandings,  or any
actual or  potential  conflicts of  interest,  between the filing  person or its
affiliates and (i) the subject  company,  its executive  officers,  directors or
affiliates,   other  than  a  Partnership  Management  Agreement  between  CRICO
Management  Corporation,  an  affiliate  of the filing  person,  and the subject
company (as to which there is no conflict of interest because the current tender
offer applies only to Limited  Partner  Interests and does not purport to affect
management  of the subject  company),  or (ii) Equity  Resources,  its executive
officers, directors or affiliates.

     On October 2, 2000, Equity Resources initiated an unregistered tender offer
to purchase  1,200 units at a price of $20 per unit.  Equity  Resources  and its
affiliates  have stated that they have  purchased  1,098.66 units in the subject
company  for $20 per unit  during  the past  twelve  months.  Currently,  Equity
Resources and affiliates are believed to own 1,540.66  units,  or  approximately
6.2% of the outstanding units .

     Since  1988,  various  affiliates  of  Equity  Resources  have  engaged  in
conversations  and  correspondence  with the filing  person  and  various of its
affiliates  with regard to their  ownership of interests in the subject  company
and other CRI- sponsored partnerships.


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Item 4.  The Solicitation or Recommendation.
         ----------------------------------

     This Statement  relates to the  recommendation of the filing person, in its
capacity as Managing General Partner of the subject company, with respect to the
Equity Resources tender offer.

     The filing person is advising  holders of the subject  securities to reject
the tender offer  because it views the offer price as  inadequate,  as discussed
below:

     As of June 30, 2001, the subject  company  maintained the sum of $3,773,243
     in cash and cash equivalents.  Dividing the remaining cash among the 24,767
     units of Limited  Partner  interest  in the  subject  company  results in a
     current  cash value of $152.35 per unit,  more than twice the amount of the
     Equity Resources tender offer price.

     The filing person,  as Managing General  Partner,  attempts to maximize the
     value of the subject company by evaluating each of the apartment  complexes
     owned by the  limited  partnerships  in which it remains  invested  ("Local
     Partnerships")  and determining  the optimum use of the cash reserves.  The
     subject  company  currently  intends to use its cash  reserves for payments
     with  respect to the purchase  money note  secured by its  interests in the
     Shallowford  Oaks Local  Partnership,  which the filing person  believes to
     have equity.  The cash  reserves may be applied to paying the note in full,
     purchasing the note at a discount if possible or making partial payments in
     exchange  for a further  extension  of the  maturity  of the note  (thereby
     obtaining more time to sell or re-finance  the  underlying  property or, at
     the least,  deferring  the adverse tax  consequences  of losing the subject
     company's interest in the Local Partnership). The goal of the allocation of
     the cash  reserves is to help preserve the subject  company's  interests in
     the remaining Local Partnership with an associated purchase money note.

     The filing  person also  believes  the Equity  Resources  offer price to be
     inadequate because, in addition to the subject company's $3,773,243 in cash
     reserves,  additional value exists in its interests in the properties owned
     by Local  Partnerships.  The  subject  company  is not in the  practice  of
     valuing its limited partner interests in the Local Partnerships and has not
     engaged any financial advisor to evaluate the terms of the Equity Resources
     offer or to determine the value of the units.  Most of the properties owned
     by the Local Partnerships have not been appraised for many years.  However,
     the filing  person is of the view that the  subject  company  has equity in
     most if not all of the 15 Local  Partnerships in which it holds  interests.
     For  example,  the property  owned by the Sencit  Baltic  Associates  Local
     Partnership is currently under contract for sale.  Although there can be no
     assurance  that the sale will be  consummated  in March  2002 as  currently
     anticipated, the successful closing should produce approximately $1,385,000
     in net proceeds to the subject  company,  or about $55.92 per unit.  Due to
     the amount of the subject  company's  cash reserves and the  opportunity to
     use those  funds to increase  the value of the  subject  company by dealing
     with the one remaining purchase money note obligation,  as discussed above,
     the filing person regards appraisals or an independent  fairness opinion as
     not  essential  to  substantiate  its  recommendation  to reject the Equity
     Resources tender offer as inadequate in price.

     The subject  company's  balance sheet also shows  liabilities  in excess of
     $1,689,600 associated with its non- recourse purchase money note secured by
     its limited partner interests in one of the 15 Local  Partnerships in which
     it remains invested. However, the subject company has no personal liability
     with respect to the note,  which could be satisfied  by  surrender,  to the
     note holders, of the Local Partnership interests that secure the note.

     The filing person's  recommendation  to reject the Equity  Resources tender
     offer assumes that the Limited  Partners  wish to hold their  interests for
     long  term  appreciation.  However,  there  can be no  assurance  that  the
     properties owned by the Local  Partnerships will appreciate in value. Also,
     regardless of whether Limited Partners choose to accept the tender offer or
     not, they will be allocated  their  proportional  share of  cancellation of
     indebtedness ("COD") income for tax purposes in connection with the loss of
     the  subject   company's   interests  in  the  Frenchman's  Wharf  I  Local
     Partnership  on June 22,  2001.  The tax  liability  on the COD income will
     exceed  any cash  distributions  from the  subject  company  for the  year,
     resulting in  out-of-pocket  liabilities  for taxes.  Furthermore,  Limited
     Partners  who choose to tender  their  units may also incur  capital  gains
     taxes in excess of the tender  amount.  In addition,  if a Limited  Partner
     desires to liquidate his or her  investment in the short term,  there is no
     established  market for the purchase and sale of Limited  Partner  units in
     the subject  company.  Although  several  secondary  market services exist,
     activity has been limited and sporadic.  The most recent transfers of which
     the subject  company is aware were for prices lower than the current tender
     offer by Equity Resources.

     Neither the filing  person nor, to its  knowledge  after making  reasonable
inquiry,  any  executive  officer,  director or affiliate  of the filing  person
currently  holds any  Limited  Partner  interest  that is  subject to the tender
offer.  Thus,  no such  person  could  intend to  tender,  sell or hold  subject
securities that are held of record or beneficially owned by that person.

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Item 5.  Person/Assets, Retained, Employed, Compensated or Used.
         ------------------------------------------------------

     No persons or classes of persons have been employed,  retained or are to be
compensated to make recommendations in connection with this transaction.

Item 6.  Interest in Securities of the Subject Company.
         ---------------------------------------------

     Neither  the  filing  person,  nor  any  person  within  the  scope  of the
instructions  to Item 1008(b) of Regulation  M-A,  engaged in any transaction in
the subject securities in the past 60 days.

     There is no established market for the purchase and sale of Limited Partner
units in the subject company,  although several secondary market services exist.
In 2001, one  unregistered  tender offer was made by Bond Purchase LLC for units
of Limited  Partner  interest in the subject company for a price of $37 per unit
(less the $100 transfer fee per transaction).

Item 7.  Purposes of the Transaction and Plans or Proposals.
         --------------------------------------------------

     The subject  company is not  undertaking or engaged in any  negotiations in
response to the tender offer that relate to:

     1.   A  tender  offer  or  other   acquisition  of  the  subject  company's
          securities  by  C.R.I.,  Inc.,  any of its  affiliates,  or any  other
          person; or

     2.   A.   Any   extraordinary   transaction,   such   as   a   merger,
               reorganization or liquidation, involving the subject company
              (which has no subsidiaries);

          B.   Any purchase,  sale or transfer of a material amount of assets of
               the subject company;

          C.   Any material  change in the present  dividend rate or policy,  or
               indebtedness or capitalization of the subject company.

Item 8.  Additional Information.
         ----------------------

     There is no additional material information  necessary to make the required
statements,  in light of the  circumstances  under  which  they  are  made,  not
materially misleading.

Item 9.  Exhibits.
         --------

     Exhibit A attached  hereto is a letter dated  September  28,  2001,  by the
filing person to the holders of Limited  Partner  units of the subject  company,
recommending against acceptance of the Equity Resources tender offer.

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                                    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.

                          CAPITAL REALTY INVESTORS, LTD.
                            By:   C.R.I., Inc.
                            Its:  Managing General Partner


                                  By:___________________________________________
                                     Name:   William B. Dockser
                                     Title:  Director, Chairman of the Board and
                                             Treasurer
                                             (Principal Executive Officer)
                                     Date:   September 28, 2001




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