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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)      June 15, 2000
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                     Transcontinental Realty Investors, Inc.
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             (Exact name of registrant as specified in its charter)




       Nevada                            1-9240                  94-6565852
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(State or other jurisdiction           (Commission              (IRS Employer
of Incorporation)                      File Number)        Identification No.)




           10670 N. Central Expressway, Suite 300, Dallas, Texas 75231
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(Address of principal executive offices)                             (Zip Code)



Registrant's telephone number, including area code        214-692-4700
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          (Former name or former address, if changed since last report)




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ITEM 5.  OTHER EVENTS

         The affairs of Transcontinental Realty Investors, Inc. ("TCI") are
managed by a Board of Directors who are elected at the Annual Meeting of
Stockholders or appointed by the Incumbent Board and serve until the next Annual
Meeting of Stockholders or until a successor has been elected or approved. Until
June 15, 2000, the Board of Directors of TCI consisted of seven individuals.

         On June 15, 2000, Richard W. Douglas resigned as a Director of TCI
citing an increase in professional responsibilities and the need to devote his
time and attention to a business enterprise of his employer. On June 19, 2000,
Larry E. Harley resigned as a Director of TCI also indicating an inability to
devote the time necessary to fulfill the obligation of a director of TCI.

         Neither of Messrs. Douglas or Harley resigned because of any
disagreement with the registrant on any matter relating to the registrant's
operations, policies or practices and neither of Messrs. Douglas or Harley
furnished the Registrant with a letter describing any disagreement or requesting
that the matter be disclosed.

         The Board of Directors of TCI, after giving effect to the resignations
of Messrs. Douglas and Harley, continue to consist of five individuals (Ted P.
Stokely, R. Douglas Leonhard, Murray Shaw, Martin L. White and Edward G. Zampa).
The Audit Committee of the Board of Directors continues to consist of Messrs.
Stokely, Leonhard and White.




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                                   SIGNATURES



         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf of
the undersigned hereunto duly authorized.

Date: June 22, 2000                   TRANSCONTINENTAL REALTY INVESTORS, INC.



                                      By: /s/ THOMAS A. HOLLAND
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                                          Thomas A. Holland, Executive Vice
                                          President and Chief Financial Officer




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