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)                March 25, 1996


                          Resort Income Investors, Inc.
             (Exact name of registrant as specified in its charter)


     Delaware                     1-10084                         36-3593298  
(State of or other              (Commission                     (IRS Employer 
jurisdiction of                 File Number)                    Identification
incorporation)                                                  Number)       


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


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



(Former name or former address, if changed since last report)




ITEM 5.     OTHER EVENTS.

      Capitalized terms not otherwise defined herein shall have the same meaning
as in the prospectus of Resort Income Investors, Inc. (the "Company") dated
October 24, 1988 (the "Prospectus").

      On March 25, 1996, the Company announced that it will not appeal the
decision of the American Stock Exchange (the "AMEX") to remove its common stock
from the AMEX and, therefore, is consenting to such removal.  This action became
necessary since the Company has decided to liquidate in an orderly fashion and
no longer fully satisfies all the financial guidelines of the AMEX for continued
listing.  The AMEX has advised the Company that the last day for trading of the
Company's common stock will be Friday, April 26, 1996.  

      Subsequent to the delisting from the AMEX, management of the Company
expects that a market for the Company's common stock will be established via the
electronic bulletin board system of the over-the-counter market.

      The Company currently has 4,156,000 shares outstanding.  



                                   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:  March 25, 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
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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)                March 25, 1996

                          Resort Income Investors, Inc.
             (Exact name of registrant as specified in its charter)

     Delaware                     1-10084                         36-3593298  
(State of or other              (Commission                     (IRS Employer 
jurisdiction of                 File Number)                    Identification
incorporation)                                                  Number)       

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

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

(Former name or former address, if changed since last report)

ITEM 5.     OTHER EVENTS.

      Capitalized terms not otherwise defined herein shall have the same meaning
as in the prospectus of Resort Income Investors, Inc. (the "Company") dated
October 24, 1988 (the "Prospectus").

      On March 25, 1996, the Company announced that it will not appeal the
decision of the American Stock Exchange (the "AMEX") to remove its common stock
from the AMEX and, therefore, is consenting to such removal.  This action became
necessary since the Company has decided to liquidate in an orderly fashion and
no longer fully satisfies all the financial guidelines of the AMEX for continued
listing.  The AMEX has advised the Company that the last day for trading of the
Company's common stock will be Friday, April 26, 1996.  

      Subsequent to the delisting from the AMEX, management of the Company
expects that a market for the Company's common stock will be established via the
electronic bulletin board system of the over-the-counter market.

      The Company currently has 4,156,000 shares outstanding.  

                                   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:  March 25, 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