UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 13, 2010 (May 8, 2009)

Behringer Harvard Multifamily REIT I, Inc.

(Exact Name of Registrant as Specified in Its Charter)

15601 Dallas Parkway, Suite 600, Addison, Texas 75001

(Address of principal executive offices) (Zip Code)

(866) 655-3600

(Registrant’s telephone number, including area code)

None

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

EXPLANATORY NOTE

On May 8, 2009, Behringer Harvard Multifamily REIT I, Inc. (the “Registrant”) filed a Current Report on Form 8-K (the “May 8, 2009 Form 8-K”) to present information about the prior performance of programs sponsored by Robert M. Behringer and his affiliates, who control Behringer Harvard Multifamily Advisors I LP, the Registrant’s advisor, in order to incorporate this prior performance information by reference into the Registrant’s Registration Statement on Form S-11 (File No. 333-148414), as amended.  This amendment is being filed to correct (i) figures and accompanying footnotes presented for Behringer Harvard Strategic Opportunity Fund I LP and Behringer Harvard Strategic Opportunity Fund II LP in Table I and Table II, (ii) figures presented in the 2006 and 2007 columns for Behringer Harvard Strategic Opportunity Fund I LP in Table III, (iii) figures presented in the 2008 column for Behringer Harvard Strategic Opportunity Fund II LP in Table III, (iv) the acquisition date with respect to the acquisition of Lakeway – Land by Behringer Harvard Strategic Opportunity Fund I LP presented in Table V and (v) the acquisition date, original mortgage financing and total for cost of properties including closing and soft costs with respect to the acquisition of Waterkant Grundstucksgesellschaft GmbH by Behringer Harvard Strategic Opportunity Fund II LP presented in Table V.

Item 8.01               Other Events.

The following prior performance information supersedes and replaces similar information in the May 8, 2009 Form 8-K in its entirety.

PRIOR PERFORMANCE SUMMARY

Prior Investment Programs

As used herein, the terms, “we”, “our” and “us” refer to Behringer Harvard Multifamily REIT I, Inc.

The information presented in this section represents the historical experience of certain real estate programs sponsored by Robert M. Behringer, our Chairman of the Board and founder.  Mr. Behringer has served as general partner, chief executive officer or director of 48 programs over the last 20 years, which includes this program, six other public programs and 41 private programs.  We refer to real estate programs sponsored by Mr. Behringer as Behringer Harvard-sponsored programs in this prospectus, as supplemented.  Investors in this offering should not assume that they will experience returns, if any, comparable to those experienced by investors in any of the prior Behringer Harvard-sponsored programs.  Investors who purchase our shares will not acquire any ownership interest in any of the other Behringer Harvard-sponsored programs discussed in this section.

The information in this section and in the Prior Performance Tables contained herein shows relevant summary information concerning Behringer Harvard-sponsored programs.  As described below, Robert M. Behringer and his affiliates have sponsored public and private real estate programs that have a mix of fund characteristics, including targeted investment types, investment objectives and criteria and anticipated fund terms, which are substantially similar to ours, many of which are still operating and may acquire additional properties in the future.  We consider the prior programs to have investment objectives similar to ours to the extent that the prospectus or private offering memorandum for the program lists substantially the same primary investment objectives as we do, regardless of the particular emphasis that a program places on each objective.

The information in this summary represents the historical experience of Behringer Harvard-sponsored programs as of December 31, 2008.  The Prior Performance Tables contained herein set forth information as of the dates indicated regarding certain of these prior programs as to: (1) experience in raising and investing funds (Table I); (2) compensation to sponsor (Table II); (3) annual operating results of prior real estate programs (Table III); (4) results of completed programs (Table IV); and (5) results of sales or disposals of property (Table V).  The purpose of this prior performance information is to enable you to evaluate accurately our sponsor’s experience with like programs.  The following discussion is intended to summarize briefly the objectives and performance of the prior real estate programs and to disclose any material adverse business developments sustained by them.

From time to time, Behringer Harvard Holdings and its affiliates have agreed to waive or defer all or a portion of the acquisition, asset management or other fees due them, enter into lease agreements for unleased space, pay general and administrative expenses or otherwise supplement investor returns in order to increase the amount of cash available to make distributions to investors.  More specifically, Behringer Harvard REIT I’s advisor and Behringer Harvard Short-Term Opportunity Fund I’s general partners each waived asset management fees of approximately $1.0 million for the year ended December 31, 2007.  In addition, on December 31, 2007, Behringer Harvard Holdings forgave Behringer Harvard Short-Term Opportunity Fund I $7.5 million of principal borrowings and accrued interest thereon under a loan agreement entered into between the parties on November 9, 2007.   The interest rate under this loan was 5% per annum.  The results of operations and distributions from these programs would likely have been lower without such arrangements.

Public Programs

Affiliates of Robert M. Behringer are sponsoring or have recently sponsored six public real estate programs with similar investment objectives as ours.  These programs and the status of their offerings are:

·                  Behringer Harvard REIT I, Inc. — The initial public offering for this program terminated on February 19, 2005, and it initiated a follow-on offering immediately after the termination of its initial offering.  The first follow-on offering was terminated on October 20, 2006, and following the termination of that offering, it initiated a second follow-on offering.  The second follow-on offering was terminated on December 31, 2008.  Behringer Harvard REIT I currently is offering up to 60,000,000 shares of common stock at a price of $9.50 per share pursuant to its distribution reinvestment plan. 

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Behringer Harvard REIT I has stated that it targets a liquidity event by the twelfth anniversary of the termination of its initial public offering.

·                  Behringer Harvard REIT II, Inc. — This program has filed a registration statement, but it has not yet been declared effective by the SEC, in connection with its proposed initial public offering, under which it intends to offer and sell up to 200,000,000 shares of common stock at $10.00 per share in its primary offering, plus an additional 50,000,000 shares of common stock at $9.50 per share pursuant to its distribution reinvestment plan.   Behringer Harvard REIT II has stated that it targets a liquidity event by the eighth anniversary of the termination of its proposed primary offering.

·                  Behringer Harvard Opportunity REIT I, Inc. — The primary offering component of the initial public offering for this program terminated on December 28, 2007; the distribution reinvestment plan component of that public offering previously had terminated on November 16, 2007.  Behringer Harvard Opportunity REIT I currently is offering up to 6,315,790 shares of common stock at a price of $9.50 per share pursuant to its distribution reinvestment plan.  Behringer Harvard Opportunity REIT I has stated that it targets a liquidity event by the sixth anniversary of the termination of the primary offering.

·                  Behringer Harvard Opportunity REIT II, Inc. — This program is currently conducting its initial public offering for the offer and sale of up to 100,000,000 shares of common stock at $10.00 per share in its primary offering, plus an additional 25,000,000 shares of common stock at $9.50 per share pursuant to its distribution reinvestment plan.   Behringer Harvard Opportunity REIT II has stated that it targets a liquidity event by the sixth anniversary of the termination of its current primary offering.

·                  Behringer Harvard Short-Term Opportunity Fund I LP — The initial public offering for this program terminated on February 19, 2005.  Behringer Harvard Short-Term Opportunity Fund has stated that it targets a liquidity event by the fifth anniversary of the termination of its initial public offering.

·                  Behringer Harvard Mid-Term Value Enhancement Fund I LP — The initial public offering for this program terminated on February 19, 2005.  Behringer Harvard Mid-Term Value Enhancement Fund I has stated that it targets a liquidity event by the eighth anniversary of the termination of its initial public offering.

                As of December 31, 2008, Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I had raised approximately $3.6 billion of gross offering proceeds from approximately 103,000 investors.  With a combination of net offering proceeds and debt, as of December 31, 2008, Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund had invested approximately $6.3 billion (including acquisition and development costs) in 139 properties and invested approximately $57.3 million in development or mezzanine loans.

                Following is a table showing the breakdown by property type of the aggregate amount of acquisition and development costs of the 139 properties purchased by Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I as of December 31, 2008:

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The following is a breakdown of the aggregate amount of acquisition and development costs of the properties purchased by Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I as of December 31, 2008, by 100% fee ownership interests, ownership of tenant-in-common interests and ownership of joint venture interests:

The following is a breakdown of the aggregate amount of acquisition and development costs of the properties purchased by these five public programs as of December 31, 2008, by property type:

* Includes hospitality properties that also have rentable office space, retail shops and condominium units.

Based on the aggregate amount of acquisition and development costs, as of December 31, 2008, the diversification of these 139 properties by geographic region is as follows: 0.4% in Alabama, 0.2% in Arizona, 4.8% in California, 2.0% in Colorado, 2.2% in Florida, 4.8% in Georgia, 18.8% in Illinois, 0.5% in Kansas, 2.8% in Kentucky, 1.6% in Louisiana, 2.6% in Maryland, 2.2% in Massachusetts, 3.5% in Minnesota, 3.1% in Missouri, 0.5% in New Hampshire, 2.0% in New Jersey, 0.9% in New York, 1.7% in Nevada, 3.3% in North Carolina, 2.8% in Ohio, 0.4% in Oregon, 7.3% in Pennsylvania, 2.6% in Tennessee, 24.4% in Texas, 0.1% in Virginia, 3.2% in Washington, D.C., 0.9% in Europe and 0.4% in the Bahamas.

Historically, the public programs sponsored by affiliates of our advisor have experienced losses during the first several quarters of operations.  Many of these losses can be attributed to initial start-up costs and a lack of revenue-producing activity prior to the programs’ initial property investments.  Losses also may reflect the delay between the date a property investment is made and the period when revenues from such property investment begin to accrue.  Furthermore, only Behringer Harvard REIT I, Behringer Harvard Short-Term Opportunity Fund I and Behringer Harvard Mid-Term Value Enhancement Fund I have sold properties, as described in Table V, as of December 31, 2008, and thus, any appreciation or depreciation of the properties is not reflected in the net income of the programs.

In addition, cash flows from the operations of Behringer Harvard REIT I, Behringer Harvard Opportunity REIT I, Behringer Harvard Opportunity REIT II, Behringer Harvard Mid-Term Value Enhancement Fund I and Behringer Harvard Short-Term Opportunity Fund I have been insufficient in certain years to fund the distributions paid to their respective investors.  Distributions that constituted a return of capital have reduced the funds available to these public programs for the acquisition of properties, which could reduce the overall return of investors.

In fiscal years 2008, 2007 and 2006, Behringer Harvard REIT I declared cash distributions aggregating approximately $153.8 million, $114.5 million and $62.9 million, respectively, to its common stockholders.  Of these amounts, approximately $111.9 million, $108.5 million and $59.9 million, in fiscal years 2008, 2007 and 2006, respectively, was paid using funds from operations.  The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor and proceeds from loans including those secured by its assets.

In fiscal years 2008, 2007 and 2006, Behringer Harvard Opportunity REIT I declared cash distributions aggregating approximately $16.4 million, $11.0 million and $1.1 million, respectively, to its stockholders.  Of these amounts, approximately $8.7 million of distributions made in fiscal year 2007 and all distributions made in fiscal year 2006 were paid using funds from operations.  The remaining portion for 2007 and all of the distributions for 2008 were paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor and proceeds from loans including those secured by its assets.

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In fiscal years 2008, 2007 and 2006, Behringer Harvard Mid-Term Value Enhancement Fund I declared cash distributions aggregating approximately $2.6 million, $2.6 million and $2.6 million, respectively, to its stockholders.  Of these amounts, approximately $1.6 million, $2.3 million and $2.4 million, in fiscal years 2008, 2007 and 2006, respectively, was paid using funds from operations.  The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds and cash advanced to the company by, or reimbursements for expenses or waiver of fees from, its advisor.

In fiscal years 2008, 2007 and 2006, Behringer Harvard Short-Term Opportunity Fund I declared cash distributions aggregating approximately $3.1 million, $3.1 million and $8.2 million, respectively, to its stockholders.  Of these amounts, approximately $3.8 million of distributions made in fiscal year 2006 were paid using funds from operations.  The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses and waiver of fees from, its advisor and proceeds from loans including those secured by its assets.

In fiscal year 2008, Behringer Harvard Opportunity REIT II declared cash distributions aggregating approximately $865,000.  Of this amount, approximately $150,000 of distributions made in fiscal year 2008 were paid using funds from operations.  The remaining portion was paid from sources other than funds from operations, such as cash flow from financing activities, a component of which includes cash flows from offering proceeds, cash advanced to the company by, or reimbursements for expenses and waiver of fees from, its advisor and proceeds from loans including those secured by its assets.

Upon request, prospective investors may obtain from us without charge copies of public offering materials and any public reports prepared in connection with any of the Behringer Harvard-sponsored public programs, including a copy of the most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission.  For a reasonable fee, we also will furnish upon request copies of the exhibits to any such Form 10-K.  Any such request should be directed to our corporate secretary.  Many of the public offering materials and reports prepared in connection with the Behringer Harvard-sponsored public programs are also available on the Behringer Harvard website at www.behringerharvard.com.  Neither the contents of that website nor any of the materials or reports relating to other Behringer Harvard-sponsored public programs are incorporated by reference in or otherwise a part of this prospectus, as supplemented.  In addition, the Securities and Exchange Commission maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission.

Private Programs

As of December 31, 2008, the private programs sponsored by affiliates of our advisor include 28 single-asset real estate limited partnerships, nine tenant-in-common offerings, two private REITs and two private multi-asset real estate limited partnerships.  These 41 private programs had raised approximately $520 million of gross offering proceeds from approximately 3500 investors as of December 31, 2008.  See Tables I and II of the Prior Performance Tables contained herein for more detailed information about the experience of the affiliates of our advisor in raising and investing funds for the private offerings closed during the last three years and compensation paid to the sponsors of these programs.

With a combination of debt and offering proceeds, as of December 31, 2008, these private programs invested approximately $1.0 billion (including acquisition and development costs) in 83 real estate investments.  Based on the aggregate amount of acquisition and development costs of these investments, approximately 81.9% was spent on existing or used properties, approximately 14.5% was spent on construction properties and approximately 3.6% was spent on acquiring or developing land.  Also based the aggregate amount of acquisition and development costs of these investments, approximately 59.3% was spent on the acquisition or development of office buildings, approximately 18.2% was spent on the acquisition or development of multifamily residential properties, approximately 21.6% was spent on the acquisition or development of hospitality and leisure properties, approximately 0.6% was spent on the acquisition or development of retail centers and approximately 0.3% was spent on the acquisition or development of storage facilities.

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The following table shows a breakdown by percentage of the aggregate amount of the acquisition and development costs of the properties purchased by the private real estate programs as of December 31, 2008:

As a percentage of acquisition and development costs, the diversification of these 83 real estate investments by geographic area is as follows:  5.3% in Arkansas, 4.5% in California, 5.8% in Colorado, 10.8% in Florida, 0.6% in Georgia, 7.2% in Maryland, 11.2% in Minnesota, 3.4% in Missouri, 4.6% in Nevada, 33.2% in Texas, 2.5% in Virginia, 4.9% in Washington, D.C., 0.5% in the U.S. Virgin Islands and 5.5% in other international locations.

During the three years ended December 31, 2008, these private programs invested approximately $376 million (including acquisition and development costs) in 22 real estate investments.  Based on the aggregate amount of acquisition and development costs, of these 22 real estate investments approximately 12.0% were in office properties, approximately 42.0% were in multifamily residential properties and approximately 46.0% were in hospitality and leisure properties.  Also based on the aggregate amount of acquisition and development costs, during the three years ending December 31, 2008, the diversification of the properties by geographic region is as follows:  12.5% in California, 2.8% in Colorado, 26.9% in Florida, 1.7% in Georgia, 2.9% in Maryland, 12.7% in Nevada, 18.4% in Texas, 7.0% in Virginia and 15.1% in other international locations.  These properties were financed with a combination of debt and offering proceeds.

These programs have sold 39 of the 83 real estate investments they had purchased as of December 31, 2008, or approximately 47.0% of such real estate investments.  The original purchase price of the properties sold was approximately $224 million, and the aggregate sales price of such properties was approximately $263 million.  See Tables III, IV and V of the Prior Performance Tables contained herein for more detailed information as to the operating results of such programs whose offerings closed since January 1, 2004, results of such programs that have completed their operations since January 1, 2004 and the sales or other disposals of properties with investment objectives similar to ours since January 1, 2006.

As of December 31, 2008, the percentage of these programs with investment objectives similar to ours is approximately 93.6%.  These 19 private programs with similar investment objectives invested approximately $974 million (including acquisition and development costs) in investments in 60 properties.  Based on the aggregate amount of acquisition and development costs, of these 60 real estate investments, approximately 63.4% were office real estate investments (42 properties), approximately 18.5% were multifamily residential real estate investments (15 properties), approximately 17.7% were hospitality and leisure real estate investments (2 properties) and approximately 0.4% was a retail property.  The aggregate acquisition and development cost of these investments was approximately $974 million, of which $552 million was purchase mortgage financing used to acquire them.  Also based on the aggregate amount of acquisition and development costs, as of December 31, 2008, the diversification of the properties by geographic region is as follows: 5.7% in Arkansas, 4.8% in California, 6.2% in Colorado, 10.4% in Florida, 0.7% in Georgia, 7.7% in Maryland, 11.9% in Minnesota, 3.7% in Missouri, 4.9% in Nevada, 30.3% in Texas, 2.7% in Virginia, 5.2% in Washington, D.C. and 5.8% in other international locations.  These investments had an aggregate of approximately 4.7 million square feet of gross leasable space.

In addition to the foregoing, from time to time, programs sponsored by us or affiliates of our advisor may conduct other private offerings of securities.

Real Estate Market

Certain prior programs sponsored by affiliates of our advisor have been adversely affected by the cyclical nature of the real estate market.  They have experienced decreases in net income when economic conditions declined.  BRP (Renner Plaza), LP experienced a bankruptcy of its single tenant, which in turn forced the lender to foreclose its loan and acquire the building in April 2006.  However, Behringer Harvard Holdings paid supplemental returns to the investors in this program so that none lost money.  See Prior Performance Tables IV (Results of Completed Programs) and V (Results of Sales or Disposals of Property) contained herein for further information regarding BRP (Renner Plaza), LP.  Additionally, certain Behringer Harvard-sponsored tenant-in-common programs (including Behringer Harvard Colorado Building S, LLC; Behringer Harvard Travis Tower S LP; Behringer Harvard Pratt S, LLC; and Behringer Harvard Alamo Plaza S, LLC, each of which has Behringer Harvard REIT I as its largest tenant-in-common investor) acquired tenant-in-common interests in certain commercial office properties with the expectation that the near term occupancy levels would improve to a level sufficient to meet the initial targeted return for the respective properties.  The increase in occupancy rates in the submarkets where these properties are located, and the leasing increases at those properties, have been slower than anticipated.  Although these real estate investments all are providing positive returns and these properties continue to seek increased occupancy, the slower growth in occupancy levels in the near term has resulted in lower current income and lower current

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distributions generated by these investments than were anticipated.  In certain instances, Behringer Harvard Holdings, the sponsor of these programs, or its affiliates, has agreed to make certain accommodations to benefit the owners of these properties, including leases for vacant space and the deferral of asset management fees otherwise payable to the sponsor or its affiliates.  See Prior Performance Tables I (Experience in Raising and Investing Funds), II (Compensation to Sponsor) and III (Annual Operating Results of Prior Real Estate Programs) contained herein for further information regarding these tenant-in-common programs.  Our business may be affected by similar conditions.

No assurance can be made that our program or other Behringer Harvard-sponsored programs will ultimately be successful in meeting their investment objectives.

Adverse Business Developments

The credit crisis and resulting real estate market disruptions have decreased the liquidity of certain real estate programs sponsored by our sponsor.  Credit from third parties is more difficult to obtain in this environment, and, as a result, two of our sponsor’s private programs and one public program have turned to our sponsor for unsecured credit facilities.  The amount drawn under each such credit facility is material to each of the respective programs.  Although the terms of these facilities compare favorably to those available from third parties, reliance on our sponsor for credit may decrease a program’s liquidity as compared to reliance on large lenders in light of the financial wherewithal of the respective lenders.  In addition, the market disruptions appear to have led to a greater volume of redemption requests, and honoring these requests has further decreased the liquidity of certain real estate programs sponsored by our sponsor.  In order to improve their liquidity, two of our sponsor’s public programs (Behringer Harvard REIT I and Behringer Harvard Opportunity REIT I) have suspended redemptions other than redemptions upon death, disability or need for long-term care.

Pending Litigation

One of the tenant-in-common programs, Behringer Harvard Beau Terre S, LLC, is currently underperforming relative to projections, which were based on certain seller representations regarding operating expenses and revenues for Beau Terre Office Park that Behringer Harvard Holdings believes to be false.  The private placement offering of tenant-in-common interests in Behringer Harvard Beau Terre S, LLC commenced on May 12, 2004 and was completed on August 18, 2004.  Behringer Harvard Beau Terre S, LLC raised total gross offering proceeds of approximately $17.6 million from the sale of 28 tenant-in-common interests.  Behringer Harvard Holdings relied on seller representations and third party due diligence, which included independent appraisals, regarding revenues related to the Beau Terre Office Park and has since learned that certain leases were fraudulent and a building had not been built.  When acquired in June 2004, Behringer Harvard Holdings projected an annualized yield to investors of 8.86%, 8.74%, 8.68% and 7.68% for the years ended December 31, 2005, 2006, 2007 and 2008, respectively.  In December 2005, Behringer Harvard Holdings completed a settlement with investors in the Beau Terre Office Park tenant-in-common program to support these projected returns.  Under the terms of the settlement, Behringer Harvard Holdings agreed to, among other things, increase the lease payments under certain leases at the property, replace the existing property manager, build a new office building on an undeveloped lot at that property and pay $1.25 million.  In connection with the settlement with investors, Behringer Harvard Holdings revised its projections to 6.92% and 5.62% for the years ended December 31, 2007 and 2008, respectively.   Further, the investors approved the 2007 budget with an annualized yield to investors of 1.64%.  Actual results for December 31, 2007 and 2008 were 2.25% and 2.31%, respectively.

As a result of the lower than anticipated performance of this asset, Behringer Harvard Holdings allowed the property management agreement with the on-site property manager to expire according to its terms.  The on-site property manager was replaced with Trammell Crow Company beginning in January 2006, which was replaced by Colliers Dickson Flake Partners in April 2007.  The former on-site property manager, an agent of the seller, filed a lawsuit against Behringer Harvard Holdings in Dallas, Texas alleging breach of contract, among other things.  Behringer Harvard Holdings believes that the lawsuit lacks merit and is actively defending those claims and pursuing its own claims against the seller and others.  In November 2007, Behringer Harvard Holdings and the investors completed a settlement with the seller and its agent.  In June 2008, Behringer Harvard Holdings and the investors completed a settlement with the appraiser and its successor in interest.  Also in June 2008, the investors dismissed  all of their remaining causes of action against the remaining parties and are no longer parties to the lawsuit.  As of the date of this supplement, this lawsuit between Behringer Harvard Holdings and the former on-site property manager and its affiliates is ongoing and is in the discovery phase.

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Prior Performance Tables

The information presented here in the Prior Performance Tables replaces and supersedes pages A-1—A-25 of the prospectus as follows:

The following Prior Performance Tables (the “Tables”) provide information relating to closed or completed real estate investment programs (the “Prior Real Estate Programs”) sponsored by Robert M. Behringer and his affiliates, who control our advisor.  We consider each of the Prior Real Estate Programs presented to have investment objectives similar to ours to the extent that the prospectus or private offering memorandum for the program lists substantially the same primary investment objectives as we do, regardless of the particular emphasis that a program places on each objective.  See “Investment Objectives and Criteria” elsewhere in our prospectus, as supplemented.

Prospective investors should read these Tables carefully together with the summary information concerning the Prior Real Estate Programs as set forth in the “Prior Performance Summary” contained herein.

Investors in Behringer Harvard Multifamily REIT I will not own any interest in any Prior Real Estate Program and should not assume that they will experience returns, if any, comparable to those experienced by investors in the Prior Real Estate Programs.

Our advisor is responsible for the acquisition, operation, maintenance and resale of the real estate properties.  Mr. Behringer controls our advisor and was a general partner and/or chief executive officer of the Prior Real Estate Programs and related companies.  The financial results of the Prior Real Estate Programs thus provide an indication of Prior Real Estate Programs for which Mr. Behringer was ultimately responsible and the performance of these programs during the periods covered.  However, general economic conditions affecting the real estate industry and other factors contribute significantly to financial results.

The following tables are included herein:

Table I - Experience in Raising and Investing Funds (As a Percentage of Investment)

Table II - Compensation to Sponsor (in Dollars)

Table III - Annual Operating Results of Prior Real Estate Programs

Table IV - Results of Completed Programs

Table V - Results of Sales or Disposals of Property

The following are definitions of certain terms used in the Tables:

“Acquisition Fees” means fees and commissions paid by a Prior Real Estate Program in connection with its purchase or development of a property, except development fees paid to a person not affiliated with the Prior Real Estate Program or with a general partner or advisor of the Prior Real Estate Program in connection with the actual development of a project after acquisition of land by the Prior Real Estate Program.

“Organization Expenses” include legal fees, accounting fees, securities filing fees, printing and reproduction expenses and fees paid to the sponsor in connection with the planning and formation of the Prior Real Estate Program.

“Underwriting Fees” include selling commissions and wholesaling fees paid to broker-dealers for services provided by the broker-dealers during the offering.

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TABLE I

(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS

This Table sets forth a summary of the experience of the sponsors of Prior Real Estate Programs that have closed offerings since January 1, 2006 and that have similar or identical investment objectives to Behringer Harvard Multifamily REIT I.  Information is provided with regard to the manner in which the proceeds of the offerings have been applied.  Also set forth is information pertaining to the timing and length of these offerings and the time period over which the proceeds have been invested in the properties.  All figures are as of December 31, 2008.

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TABLE I

(UNAUDITED)

EXPERIENCE IN RAISING AND INVESTING FUNDS (contd.)

(1)          The information provided for Behringer Harvard REIT I, Inc. — First Follow-on Offering references only that company’s first follow-on public offering.

(2)          The information provided for Behringer Harvard REIT I, Inc. — Second Follow-on Offering references only that company’s second follow-on public offering.  Behringer Harvard REIT I, Inc. terminated the “best efforts” portion of the Second Follow-on Offering effective as of the close of business on December 31, 2008 and the distribution reinvestment plan portion of the Second Follow-on Offering effective as of the close of business on January 3, 2009.  Includes amounts sold on January 3, 2009 pursuant to the company’s distribution reinvestment plan.

(3)          Acquisition fees include finders fees and due diligence reimbursements paid to affiliates of the advisors or general partners.

(4)          Total acquisition costs include cash invested, acquisition fees and loan costs as well as the proceeds from mortgage financing. Total acquisition costs for Behringer Harvard Strategic Opportunity Fund I LP and Behringer Harvard Strategic Opportunity Fund II LP exclude any amounts loaned by Behringer Harvard Holdings, LLC to the respective investment programs.

(5)          The information provided for Behringer Harvard Multifamily REIT I, Inc. relates to that company’s private offering, which terminated on December 28, 2007.  Behringer Harvard Multifamily REIT I, Inc. is currently offering $2.475 billion of its common stock pursuant to its initial public offering which commenced on September 5, 2008.

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TABLE II

(UNAUDITED)

COMPENSATION TO SPONSOR

This Table sets forth the compensation received by affiliates of Behringer Harvard Multifamily Advisors I LP, including compensation paid out of offering proceeds and compensation paid in connection with the ongoing operations, for Prior Real Estate Programs that have closed offerings since January 1, 2006 and that have similar or identical investment objectives to Behringer Harvard Multifamily REIT I.  All figures are as of December 31, 2008.

(1)   Behringer Harvard REIT I, Inc. terminated the “best efforts” portion of the Second-Follow-on Offering effective as of the close of business on December 31, 2008 and the distribution reinvestment plan portion of the Second Follow-on Offering effective as of the close of business on January 3, 2009.  Includes amounts sold on January 3, 2009 pursuant to the company’s distribution reinvestment plan.

(2)   The information provided for Behringer Harvard Multifamily REIT I, Inc. relates to that company’s private offering, which terminated on December 28, 2007.  Behringer Harvard Multifamily REIT I, Inc. is currently offering $2.475 billion of its common stock pursuant to its initial public offering which commenced on September 5, 2008.

(3)   “Underwriting fees” consist of dealer-manager fees received by an affiliate of the sponsor less any amounts reallowed to participating broker-dealers.

(4)          “Other fees” are acquisition fees, which include finders fees and due diligence reimbursements paid to affiliates of the advisors or general partners.

(5)          An affiliate of the sponsor provides management services for certain properties acquired in the respective programs.  Management fees have not exceeded 4.5% of the gross receipts from the properties managed.

(6)          Amounts paid to affiliates of the sponsor excludes amounts that have been capitalized for properties under development.

10

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS

This Table sets forth the annual operating results of Prior Real Estate Programs that have closed offerings since January 1, 2004 and that have similar or identical investment objectives to Behringer Harvard Multifamily REIT I.  All results are through December 31, 2008.

Behringer Harvard REIT I, Inc.

(1)          Includes all amounts for 2005 and 2006, most of which may be attributed to Behringer Harvard REIT I, Inc.’s first follow-on offering.

(2)          Subject to adjustment based on final 2008 tax return.

(3)          Includes offering proceeds and borrowings.

(4)          Includes financing costs, redemptions of shares, change in receivables from or payables to affiliates and deposits on properties to be acquired.

11

TABLE III

(UNAUDITED)

ANNUAL OPERATING RESULTS OF PRIOR REAL ESTATE PROGRAMS (contd.)

Behringer Harvard Opportunity REIT I, Inc.