SCHEDULE 13D   
  
            Under the Securities Exchange Act of 1934   
                         (Amendment No.1)

              Resort Income Investors, Inc.
                        (Name of Issuer)   
                 		   Common Stock    
                   (Title of class of securities)   
                                   
                            76116510
                         (CUSIP Number)   
                                   
                      Peter A. Nussbaum, Esq.   
                     Schulte Roth & Zabel LLP   
                         900 Third Avenue   
                    New York, New York  10022   
                         (212) 756-2000   
   (Name, address and telephone number of person authorized to   
               receive notices and communications)   
                                   
                        May 22, 1997   
     (Date of event which requires filing of this statement)   
                                   
If the filing person has previously filed a statement on Schedule   
13G to report the acquisition which is the subject of this   
Schedule 13D, and is filing this schedule because of Rule 13d-   
1(b)(3) or (4), check the following box [ ].   
   
Note:  Six copies of this statement, including all exhibits,   
should be filed with the Commission.  See Rule 13d-1(a) for other   
parties to whom copies are to be sent.   
   
* The remainder of this cover page shall be filled out for a   
reporting person's initial filing on this form with respect to   
the subject class of securities, and for any subsequent amendment   
containing information which would alter disclosures provided in   
a prior cover page.   
   
The information required on the remainder of this cover page   
shall not be deemed to be "filed" for the purpose of Section 18   
of the Securities Exchange Act of 1934 ("Act") or otherwise   
subject to the liabilities of that section of the Act but shall   
be subject to all other provisions of the Act (however, see the   
Notes). 
  
 

                          SCHEDULE 13D   
  
CUSIP No. 034638                                      Page 2 of 6 Pages   
                                                        
      1        NAME OF REPORTING PERSON   
               S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON            
                    Gotham Partners, L.P.    13-3700768   
                  
      2        CHECK THE APPROPRIATE BOX IF A MEMBER OF A    (a) [x]   
               GROUP*                                        (b) [ ]   
                                                                    
      3        SEC USE ONLY   
                  
      4        SOURCE OF FUNDS*   
                    WC   
                  
      5        CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS      [ ]   
               IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)   
                               
      6        CITIZENSHIP OR PLACE OF ORGANIZATION   
                    New York   
                  
  NUMBER OF     7   SOLE VOTING POWER   
   SHARES            0
                       
BENEFICIALLY    8   SHARED VOTING POWER   
OWNED BY EACH        0   
                9   SOLE DISPOSITIVE POWER   
  REPORTING          0
   PERSON              
    WITH       10   SHARED DISPOSITIVE POWER   
                     0   
                       
     11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH   
               REPORTING PERSON   
                     0   
                  
     12        CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)     [ ]   
               EXCLUDES CERTAIN SHARES*   
                  
                  
     13        PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW   
               (11)   
                     0%  
                  
     14        TYPE OF REPORTING PERSON*   
                    PN