SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT



                     Pursuant to Section 13 or 15(d) of the 
                         Securities Exchange Act of 1934



Date of Report (Date of earliest event reported)               December 9, 1996 



                           RESORT INCOME INVESTORS, INC.            
             (Exact name of Registrant as specified in its charter)


  Delaware                      1-10084                            36-3593298   
(State of or other         (Commission File           (I.R.S. Employer
 jurisdiction of                Number)                         Identification  
 incorporation)                                                     Number)     



150 South Wacker Drive, Suite 2900, Chicago, IL                      60606      
(Address of principal executive offices)                           (Zip Code)   


Registrant's telephone number, including area code               (312) 683-3323 


ITEM 4.     CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

      On December 9, 1996, Resort Income Investors, Inc. (the "Company")
dismissed Deloitte & Touche LLP ("D&T") as its independent auditing firm.  D&T's
report on the financial statements for the past two years did not contain an
adverse opinion or a disclaimer of opinion, nor was the report qualified or
modified as to audit scope.  The audit report for 1995 was modified to include
explanatory paragraphs with respect to:  (1)  a change in accounting principles
related to the change to the liquidation basis of accounting, effective June 30,
1995; (2) uncertainties related to the realization of assets and satisfaction of
liabilities in conjunction with the Company's liquidation; and (3) the emphasis
of a matter related to: (a) the formal investigation of the Company by the
Securities and Exchange Commission; (b) two purported class actions; and (c)
three other actions pending against the Company.  During the Company's two most
recent fiscal years and the subsequent interim period preceding such dismissal,
there have not been any disagreements with D&T on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.  The decision to change accountants was recommended and approved by
the Audit Committee of the Board of Directors.  

      On December 9, 1996, the Company engaged BDO Seidman as the new
independent accountant to audit the Company's financial statements.   During the
Company's two most recent fiscal years, and the subsequent interim period prior
to engaging BDO Seidman, the Company has not consulted BDO Seidman regarding:
(i) either: the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and no written report was
provided to the Company and no oral advice was provided that BDO Seidman
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph 304(a)(l)(iv) of Regulation S-K) or a reportable event (as described
in paragraph 304(a)(l)(v) of Regulation S-K).  BDO Seidman has reviewed the
disclosure contained herein and agrees with the same.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            Exhibits

            16.1  Letter dated December 12, 1996 from Deloitte & Touche LLP
addressed to the Securities and Exchange Commission regarding change in
certifying accountants.


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                    RESORT INCOME INVESTORS, INC.        
                                    (Registrant)                  



DATE:  December 16, 1996         By:  /s/ John R. Young           
                                    NAME: John R. Young
                                    TITLE:      Chairman of the Board of
                                                Directors, Chief Executive
                                                Officer, President and Chief
                                                Financial Officer

                                                                    EXHIBIT 16.1


Deloitte &
  Touche LLP            Suite 3600              Telephone (303) 292-5400
                        555 Seventeenth Street  Facsimile:(303) 312-4000
                        Denver, Colorado 80202-3942  


December 12, 1996


Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

      We have read and agree with the comments in Item 4 of Form 8-K of Resort
Income Investors, Inc. dated December 9, 1996, except for the last sentence of
the first paragraph and all of the second paragraph, for which we have no basis
to agree or disagree.  

Yours truly,

/s/ Deloitte & Touche LLP













Deloitte Touche
Tohmatsu
International
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SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the 
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)               December 9, 1996 

                           RESORT INCOME INVESTORS, INC.            
             (Exact name of Registrant as specified in its charter)

  Delaware                      1-10084                            36-3593298   
(State of or other         (Commission File           (I.R.S. Employer
 jurisdiction of                Number)                         Identification  
 incorporation)                                                     Number)     

150 South Wacker Drive, Suite 2900, Chicago, IL                      60606      
(Address of principal executive offices)                           (Zip Code)   

Registrant's telephone number, including area code               (312) 683-3323 

ITEM 4.     CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

      On December 9, 1996, Resort Income Investors, Inc. (the "Company")
dismissed Deloitte & Touche LLP ("D&T") as its independent auditing firm.  D&T's
report on the financial statements for the past two years did not contain an
adverse opinion or a disclaimer of opinion, nor was the report qualified or
modified as to audit scope.  The audit report for 1995 was modified to include
explanatory paragraphs with respect to:  (1)  a change in accounting principles
related to the change to the liquidation basis of accounting, effective June 30,
1995; (2) uncertainties related to the realization of assets and satisfaction of
liabilities in conjunction with the Company's liquidation; and (3) the emphasis
of a matter related to: (a) the formal investigation of the Company by the
Securities and Exchange Commission; (b) two purported class actions; and (c)
three other actions pending against the Company.  During the Company's two most
recent fiscal years and the subsequent interim period preceding such dismissal,
there have not been any disagreements with D&T on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure.  The decision to change accountants was recommended and approved by
the Audit Committee of the Board of Directors.  

      On December 9, 1996, the Company engaged BDO Seidman as the new
independent accountant to audit the Company's financial statements.   During the
Company's two most recent fiscal years, and the subsequent interim period prior
to engaging BDO Seidman, the Company has not consulted BDO Seidman regarding:
(i) either: the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and no written report was
provided to the Company and no oral advice was provided that BDO Seidman
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph 304(a)(l)(iv) of Regulation S-K) or a reportable event (as described
in paragraph 304(a)(l)(v) of Regulation S-K).  BDO Seidman has reviewed the
disclosure contained herein and agrees with the same.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            Exhibits

            16.1  Letter dated December 12, 1996 from Deloitte & Touche LLP
addressed to the Securities and Exchange Commission regarding change in
certifying accountants.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                    RESORT INCOME INVESTORS, INC.        
                                    (Registrant)                  

DATE:  December 16, 1996         By:  /s/ John R. Young           
                                    NAME: John R. Young
                                    TITLE:      Chairman of the Board of
                                                Directors, Chief Executive
                                                Officer, President and Chief
                                                Financial Officer

                                                                    EXHIBIT 16.1

Deloitte &
  Touche LLP            Suite 3600              Telephone (303) 292-5400
                        555 Seventeenth Street  Facsimile:(303) 312-4000
                        Denver, Colorado 80202-3942  

December 12, 1996

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

      We have read and agree with the comments in Item 4 of Form 8-K of Resort
Income Investors, Inc. dated December 9, 1996, except for the last sentence of
the first paragraph and all of the second paragraph, for which we have no basis
to agree or disagree.  

Yours truly,

/s/ Deloitte & Touche LLP

Deloitte Touche
Tohmatsu
International