FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the Quarter Ended                                Commission File Number
June 30, 1999                                               0-13331


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
             (Exact Name of Registrant as specified in its Charter)

Delaware                                        16-1234990
--------                                        ----------
(State of Formation)                (IRS Employer Identification No.)

2350 North Forest Road
Suite 12-A
Getzville, New York  14068
(Address of Principal Executive Office)

Registrant's Telephone Number:      (716) 636-0280


Indicate by a check mark whether the Registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No_____

Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in part III of this Form 10-Q or any
amendment to this Form 10-Q. (X)

As of June 30, 1999, the issuer had 15,551 units of limited partnership interest
outstanding.



<PAGE>
<TABLE>
<CAPTION>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------

                                      INDEX
                                      -----



                                                                                     PAGE NO.
                                                                                     --------
<S>                                                                                     <C>
PART I:  FINANCIAL INFORMATION
------   ---------------------

                  Balance Sheets -
                           June 30, 1999 and December 31, 1998                          3

                  Statements of Operations -
                           Three Months Ended June 30, 1999 and 1998                    4

                  Statements of Operations -
                           Six Months Ended June 30, 1999 and 1998                      5

                  Statements of Cash Flows -
                           Six Months Ended June 30, 1999 and 1998                      6

                  Statements of Partners' (Deficit) Capital -
                           Six Months Ended June 30, 1999 and 1998                      7

                  Notes to Financial Statements                                       8 - 17


PART II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS                               18 - 21
         ---------------------------------------------


PART III:   FINANCIAL DATA SCHEDULE
--------



</TABLE>

                                       -2-
<PAGE>
<TABLE>
<CAPTION>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------
                                 BALANCE SHEETS
                                 --------------
                       June 30, 1999 and December 31, 1998
                       -----------------------------------
                                   (Unaudited)

                                                                      June 30,                December 31,
                                                                        1999                      1998
                                                                        ----                      ----
<S>                                                                      <C>                       <C>
ASSETS
------

Property, at cost:
     Land and improvements                                               $ 777,709                 $ 777,709
     Buildings and improvements                                         10,949,638                10,774,134
     Furniture, fixtures and vehicle                                       973,753                   973,753
                                                                  -----------------         -----------------
                                                                        12,701,100                12,525,596
     Less accumulated depreciation                                       5,989,738                 5,772,493
                                                                  -----------------         -----------------
          Property, net                                                  6,711,362                 6,753,103


Cash                                                                       123,827                   387,827
Investments in mutual funds                                              1,177,927                 1,390,598
Escrow deposits                                                            436,773                   272,310
Accounts receivable, net of allowance for doubtful
     accounts of $295,990 and $203,157, respectively                         5,163                     7,812
Accounts receivable - affiliates                                           109,796                   103,210
Mortgage costs, net of accumulated amortization
     of $95,241 and $59,577                                                133,266                   148,930
Leasing commissions, net of accumulated amortization
     of $135,879 and $134,931                                                  625                     1,573
Other assets                                                                32,464                    48,554
                                                                  -----------------         -----------------

           Total Assets                                                $ 8,731,203               $ 9,113,917
                                                                  =================         =================



LIABILITIES AND PARTNERS' (DEFICIT)
-----------------------------------

Liabilities:
     Mortgages payable                                                 $ 4,962,021               $ 4,970,797
     Accounts payable and accrued expenses                                 274,012                   150,707
     Accrued interest                                                       22,586                    36,249
     Security deposits and prepaid rents                                   138,483                   118,612
                                                                  -----------------         -----------------
           Total Liabilities                                             5,397,102                 5,276,365
                                                                  -----------------         -----------------


Partners' (Deficit) Capital:
     General partners                                                      (55,432)                  (40,328)
     Limited partners                                                    3,389,533                 3,877,880
                                                                  -----------------         -----------------
          Total Partners' (Deficit)                                      3,334,101                 3,837,552
                                                                  -----------------         -----------------

          Total Liabilities and Partners' (Deficit)                    $ 8,731,203               $ 9,113,917
                                                                  =================         =================

</TABLE>
                        See notes to financial statements

                                       -3-



<PAGE>
<TABLE>
<CAPTION>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                    Three Months Ended June 30, 1999 and 1998
                    -----------------------------------------
                                   (Unaudited)

                                                                           Three Months                 Three Months
                                                                              Ended                         Ended
                                                                             June 30,                     June 30,
                                                                               1999                         1998
                                                                               ----                         ----
<S>                                                                            <C>                          <C>
Income:
     Rental                                                                    $ 594,318                    $ 651,153
     Interest and other income                                                    70,423                       44,805
                                                                          ---------------               --------------
     Total income                                                                664,741                      695,958
                                                                          ---------------               --------------

Expenses:
     Property operations                                                         560,170                      518,976
     Interest:
          To affiliates                                                            7,042                       45,511
          Other                                                                  102,830                      105,691
     Depreciation and amortization                                               126,930                      126,928
     Administrative:
          To affiliates                                                           66,190                       41,610
          Other                                                                   59,887                       69,189
                                                                          ---------------               --------------
     Total expenses                                                              923,049                      907,905
                                                                          ---------------               --------------


Net loss                                                                      $ (258,308)                  $ (211,947)
                                                                          ===============               ==============


Loss per limited partnership unit                                             $   (16.11)                  $   (13.22)
                                                                          ===============               ==============


Distributions per limited partnership unit                                    $        -                   $        -
                                                                          ===============               ==============

Weighted average number of
     limited partnership units
     outstanding                                                                  15,551                       15,551
                                                                          ===============               ==============

</TABLE>
                        See notes to financial statements

                                       -4-


<PAGE>
<TABLE>
<CAPTION>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------
                            STATEMENTS OF OPERATIONS
                            ------------------------
                     Six Months Ended June 30, 1999 and 1998
                     ---------------------------------------
                                   (Unaudited)

                                                                     Six Months                Six Months
                                                                       Ended                     Ended
                                                                      June 30,                  June 30,
                                                                        1999                      1998
                                                                        ----                      ----
<S>                                                                    <C>                       <C>
Income:
     Rental                                                            $ 1,171,109               $ 1,128,001
     Interest and other income                                             139,086                   283,966
                                                                  -----------------         -----------------
     Total income                                                        1,310,195                 1,411,967
                                                                  -----------------         -----------------

Expenses:
     Property operations                                                 1,086,917                   768,891
     Interest:
          To affiliates                                                      7,042                    72,629
          Other                                                            211,102                   209,855
     Depreciation and amortization                                         253,856                   253,856
     Administrative:
          To affiliates                                                    108,028                    68,470
          Other                                                            146,701                   146,102
                                                                  -----------------         -----------------
     Total expenses                                                      1,813,646                 1,519,803
                                                                  -----------------         -----------------


Net loss                                                                $ (503,451)               $ (107,836)
                                                                  =================         =================


Loss per limited partnership unit                                       $   (31.40)               $    (6.73)
                                                                  =================         =================


Distributions per limited partnership unit                              $        -                $        -
                                                                  =================         =================

Weighted average number of
     limited partnership units
     outstanding                                                            15,551                    15,551
                                                                  =================         =================

</TABLE>

                        See notes to financial statements

                                       -5-

<PAGE>
<TABLE>
<CAPTION>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------
                            STATEMENTS OF CASH FLOWS
                            ------------------------
                     Six Months Ended June 30, 1999 and 1998
                     ---------------------------------------
                                   (Unaudited)

                                                                     Six Months                Six Months
                                                                       Ended                     Ended
                                                                      June 30,                  June 30,
                                                                        1999                      1998
                                                                        ----                      ----
<S>                                                                     <C>                       <C>
Cash flow from operating activities:
     Net loss                                                       $ (503,451)               $ (107,836)

Adjustments to reconcile net loss to net cash
     (used in) provided by operating activities:
     Depreciation and amortization                                     253,856                   253,856
Changes in operating assets and liabilities:
     Cash - security deposits                                                -                      (399)
     Escrow deposits                                                  (164,463)                  (31,119)
     Accounts receivable                                                 2,649                   (51,562)
     Leasing commissions                                                     -                         -
     Other assets                                                       16,090                    31,622
     Accounts payable and accrued expenses                             123,305                   111,928
     Accrued interest                                                  (13,663)                   (1,061)
     Security deposits and prepaid rent                                 19,871                   (63,750)
                                                              -----------------         -----------------
Net cash (used in) provided by operating activities                   (265,806)                  141,679
                                                              -----------------         -----------------

Cash flow from investing activities:
     Capital expenditures                                             (175,504)                   (7,750)
     Accounts receivable - affiliates                                   (6,586)                  (68,268)
     Withdrawals from mutual funds investments                         212,671                   993,997
                                                              -----------------         -----------------
Net cash provided by investing activities                               30,581                   917,979
                                                              -----------------         -----------------

Cash flows from financing activities:
     Accounts payable - affiliates                                           -                   (35,708)
     Principal payments on mortgages and notes                          (8,776)               (1,270,163)
     Mortgage costs                                                    (20,000)                        -
                                                              -----------------         -----------------
Net cash used in financing activities                                  (28,775)               (1,305,871)
                                                              -----------------         -----------------

Decrease in cash                                                      (264,000)                 (246,213)

Cash - beginning of period                                             387,827                   799,874
                                                              -----------------         -----------------

Cash - end of period                                                 $ 123,827                 $ 553,661
                                                              =================         =================


Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                                          $ 224,765                 $ 210,916
                                                              =================         =================
</TABLE>

                        See notes to financial statements

                                       -6-

<PAGE>
<TABLE>
<CAPTION>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------
                    STATEMENTS OF PARTNERS' (DEFICIT) CAPITAL
                    -----------------------------------------
                     Six Months Ended June 30, 1999 and 1998
                     ---------------------------------------
                                   (Unaudited)


                                                                General                        Limited Partners
                                                                Partners
                                                                 Amount                 Units                  Amount
                                                                 ------                 -----                  ------
<S>                                                            <C>                     <C>                  <C>
Balance, January 1, 1998                                       $ (37,625)              15,551               $ 3,965,289

Net loss                                                          (3,235)                   -                  (104,601)
                                                        -----------------       --------------        ------------------

Balance, June 30, 1998                                         $ (40,860)              15,551               $ 3,860,688
                                                        =================       ==============        ==================




Balance, January 1, 1999                                       $ (40,328)              15,551               $ 3,877,880

Net loss                                                         (15,104)                   -                  (488,347)
                                                        -----------------       --------------        ------------------

Balance, June 30, 1999                                         $ (55,432)              15,551               $ 3,389,533
                                                        =================       ==============        ==================


</TABLE>

                       See notes to financial statements

                                      -7-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
                          NOTES TO FINANCIAL STATEMENTS
                     Six Months Ended June 30, 1999 and 1998
                                   (Unaudited)


1.      GENERAL PARTNER'S DISCLOSURE
        ----------------------------

        In the opinion of the General Partners of Realmark Property Investors
        Limited Partnership III, all adjustments necessary for the fair
        presentation of the Partnership's financial position, results of
        operations, and changes in cash flows for the six months ended June 30,
        1999 and 1998 have been made in the financial statements. The financial
        statements are unaudited and subject to any year-end adjustments which
        may be necessary.


2.      FORMATION AND OPERATION OF PARTNERSHIP
        --------------------------------------

        Realmark Property Investors Limited Partnership III (the "Partnership"),
        a Delaware Limited Partnership, was formed November 18, 1983, to invest
        in a diversified portfolio of income-producing real estate.

        In February 1984 the Partnership commenced the public offering of units
        of limited partnership interest. Other than matters relating to
        organization, it had no business activities and, accordingly, had not
        incurred any expenses or earned any income until the first interim
        closing (minimum closing) of the offering which occurred April 26, 1984.
        All items of income and expense arose subsequent to this date. On
        January 31, 1985 the offering was concluded, at which time 15,551 units
        of limited partnership interest were outstanding. The General Partners
        are Realmark Properties, Inc., a Delaware corporation, the corporate
        General Partner, and Mr. Joseph M. Jayson, the individual General
        Partner. Joseph M. Jayson is the sole shareholder of J.M. Jayson &
        Company, Inc. (JMJ) and Realmark Properties, Inc. is a wholly-owned
        subsidiary of J.M. Jayson & Company, Inc.

        Under the Partnership agreement, the General Partners and affiliates can
        receive compensation for services rendered and reimbursement for
        expenses incurred on behalf of the Partnership.

                                       -8-
<PAGE>

        FORMATION AND OPERATION OF PARTNERSHIP  (CONTINUED)
        ---------------------------------------------------

        Net income or loss arising from the sale or refinancing shall be
        distributed first to the limited partners in an amount equivalent to a
        7% return on the average of their adjusted capital contributions, then
        in an amount equal to their capital contributions, then an amount equal
        to an additional 5% of the average of their adjusted capital
        contributions after the general partners receive a disposition fee, then
        to all partners in an amount equal to their respective positive capital
        balances, and finally, in the ratio of 87% to the limited partners and
        13% to the general partners.

        Partnership income or loss not arising from sale or refinancing shall be
        allocated 97% to the limited partners and 3% to the general partners.


3.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        ------------------------------------------

        Use of estimates
        ----------------

        The preparation of financial statements in conformity with generally
        accepted accounting principles requires management to make estimates and
        assumptions that affect the reported amounts of assets and liabilities
        and disclosure of contingent assets and liabilities at the date of the
        financial statements and the reported amounts of revenues and expenses
        during the reporting period. Actual results could differ from those
        estimates.

        Cash
        ----

        For purposes of reporting cash flows, cash includes the following items:
        cash on hand; cash in checking; and money market savings.

        Property and depreciation
        -------------------------

        Depreciation is provided using the straight-line method over the
        estimated useful lives of the respective assets. Expenditures for
        maintenance and repairs are expensed as incurred, and major renewals and
        betterments are capitalized. The Accelerated Cost Recovery System are
        used to calculate depreciation expense for tax purposes.

                                       -9-
<PAGE>

        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)
        -------------------------------------------------------

        Rental income
        -------------

        Leases for residential properties have terms of one year or less.
        Commercial leases generally have terms of one to five years. Rental
        income is recognized on the straight-line method over the term of the
        lease.

        Investments in mutual funds
        ---------------------------

        The investments in mutual funds are stated at fair value, which
        approximates cost, at June 30, 1999.

        Comprehensive Income
        --------------------

        The Partnership has adopted Statement of Financial Accounting Standards
        (SFAS) No. 130, Reporting Comprehensive Income. SFAS 130 establishes
        standards for reporting and display of comprehensive income and its
        components in a full set of general purpose financial statements.
        Comprehensive income is defined as "the change in equity of a business
        during a period from transactions and other events and circumstances
        from non-owner sources". Other than net income (loss), the Partnership
        has no other sources of comprehensive income.

        Segment Information
        -------------------

        SFAS No. 131, Disclosures about Segments of an Enterprise and Related
        Information establishes standards for the way public business
        enterprises report information about operating segments in annual
        financial statements. The Partnership's only operating segment is the
        ownership and operation of income- producing real property for the
        benefit of its limited partners.


4.      ACQUISITION AND DISPOSITION OF RENTAL PROPERTY
        ----------------------------------------------

        In August 1984 the Partnership acquired a 112 unit apartment complex
        (Bryn Mawr) located in Ypsilanti, Michigan for a purchase price of
        $1,833,554, which included $134,857 in acquisition fees. In 1985 the
        acquisition fees related to the purchase of Bryn Mawr were reduced by
        $18,600 and reallocated to properties by the Partnership that year.


                                      -10-


<PAGE>

        ACQUISITION AND DISPOSITION OF RENTAL PROPERTY  (CONTINUED)
        -----------------------------------------------------------

        In August 1986 the Bryn Mawr Apartments were sold for $3,110,000. The
        net cash proceeds of approximately $667,000 from the sale were
        distributed to the investors on a pro rata basis. The Partnership
        recognized a gain for financial statement purposes of $1,475,313. For
        income tax purposes, the gain will be recognized under the installment
        sale method.

        In February 1985 the Partnership acquired a 190 unit apartment complex
        (Castle Dore) in Indianapolis, Indiana for a purchase price of
        $3,711,683, which included acquisition fees of $414,279.

        In February 1985 the Partnership acquired a 208 unit apartment complex
        (Parc Bordeaux) in Indianapolis, Indiana for a purchase price of
        $3,845,064, which included acquisition fees of $371,233.

        In December 1988 the Partnership sold Parc Bordeaux Apartments for a
        sale price of $5,300,000 which generated a total net gain for financial
        statement purposes of $2,338,067. For income tax purposes, the gain will
        be recognized under the installment sale method.

        In June 1985 the Partnership acquired a 200 unit apartment complex
        (Williamsburg South Apartments) in Atlanta, Georgia for a purchase price
        of $5,138,745, which included acquisition fees of $368,745.

        In August 1985 the Partnership acquired a 38,500 square foot office
        complex (Perrymont) in Pittsburgh, Pennsylvania for a purchase price of
        $2,078,697, which included acquisition fees of $168,697.

        In November 1985 the Partnership acquired a 130 unit apartment complex
        (Pleasant Run) in Cincinnati, Ohio for a purchase price of $3,434,728,
        which included acquisition fees of $267,228.

        In December 1985 the Partnership acquired a 280 unit apartment complex
        (Ambassador Towers, formerly Cedar Ridge) in Monroeville, Pennsylvania
        for a purchase price of $6,423,391, which included acquisition fees of
        $646,424.

        In December 1996, the Partnership sold the Williamsburg South Apartments
        and Pleasant Run Farms Apartments for a sales price of $4,831,000 and
        $3,350,000, respectively, less related fees of $93,000. The sales
        generated a total net gain of $3,501,323 for financial statement
        purposes.

                                      -11-
<PAGE>

        ACQUISITION AND DISPOSITION OF RENTAL PROPERTY  (CONTINUED)
        -----------------------------------------------------------

        In December 1997, the Partnership sold the Castle Dore Apartments for a
        sales price of $5,160,000, less related fees of approximately $174,000.
        The sale generated a total net gain of $3,095,376 for financial
        statement purposes.


5.      INVESTMENT IN JOINT VENTURES
        ----------------------------

        In April 1985 the Partnership entered into an agreement and formed the
        Inducon Joint Venture - Amherst (the Joint Venture), for the primary
        purpose of constructing office/warehouse buildings in Erie County, New
        York as income producing property. The site is part of the Amherst
        Foreign Trade Zone. This is U.S. Customs Territory under federal
        supervision, where foreign and domestic merchandise is brought for
        storage, manufacturing, salvage, repair, exhibit, repacking, relabeling
        or re-export. Under the terms of the joint venture agreement, the
        Partnership supplied $545,000 of capital to acquire the land and
        undertake initial development of Phase I and $275,000 for Phase II. The
        other Joint Venturer delivered and completed on behalf of the Joint
        Venture all plans, specifications, maps, surveys, accounting pro-formas
        for construction, initial leasing and operations, and cost estimates
        with respect to development.

        Ownership of the Joint Venture was divided equally between the
        Partnership and the other Joint Venturer. The Joint Venture agreement
        provided that the Partnership will be allocated 95% of any income or
        loss.

        Net cash flow from the Joint Venture was to be distributed as follows:

        To the Partnership until it has received a return of 7% per annum on its
        underwritten syndicated equity. To the extent a 7% return is not
        received from year to year, it will accrue and be paid from the next
        available cash flow.

        To the other Joint Venturer in an amount equal to that paid to the
        Partnership. No amount will accumulate in favor of the other investor.

        Any remaining amount was to be divided equally.

        To the extent there were net proceeds from any sale or refinancing of
        the subject property, the proceeds were to be paid in the following
        order of priority:

        To the Partnership to the extent the 7% per annum returned on its
        underwritten equity is unpaid.


                                      -12-
<PAGE>

        INVESTMENT IN JOINT VENTURES  (CONTINUED)
        -----------------------------------------

        Next to the Partnership until it had received an overall 9% cumulative
        return on its underwritten equity.

        Next to the Partnership until it had received an amount equal to its
        total underwritten equity, reduced by any prior distribution of sale,
        financing or refinancing proceeds.

        Next to the Partnership until it had received a cumulative 20% per year
        return on its total underwritten equity.

        Thereafter any remaining net proceeds were to be divided 50% to the
        Partnership and 50% to the other joint venturer.

        In November 1997, the Partnership acquired the interest of Delhurst
        Corporation, the other joint venture partner, for $55,000. At June 30,
        1998, the Partnership owned 100% of the Inducon Amherst property. The
        property began to be consolidated into the Partnership's financial
        statements beginning November 1, 1997.


6.      MORTGAGES AND NOTES PAYABLE
        ---------------------------

        Inducon Amherst
        ---------------

        A mortgage with a balance of $1,831,971 and $1,851,316 at June 30, 1999
        and 1998, respectively. The mortgage provides for monthly principal and
        interest payments of $15,250 at an interest rate of 8.62%.
        The balance of the mortgage note is due March 2022.

        Ambassador Towers (formerly Cedar Ridge)
        ----------------------------------------

        A mortgage with a balance of $3,130,049 at June 30, 1999 and 1998,
        providing for monthly interest payments only for the first two years of
        the mortgage. The interest rate is 8.275% during the first year of the
        loan and is to be adjusted at the beginning of the second and seventh
        loan years to a rate equal to 2.40% plus the weekly average yield on
        United States Treasury Securities (8.25% at June 30, 1999), adjusted to
        a constant maturity of five years. Principal payments will begin in the
        third year of the mortgage. The note matures February 2004.

                                      -13-
<PAGE>

        MORTGAGES AND NOTES PAYABLE
        ---------------------------

        The aggregate maturities of the mortgages for each of the next five
        years and thereafter are as follows:

                  Year                                              Amount
                  ----                                              ------

                  1999                                        $         69,107
                  2000                                                  71,674
                  2001                                                  77,927
                  2002                                                  84,726
                  2003                                                  92,119
                  Thereafter                                         4,575,244
                                                              ----------------

                  TOTAL                                       $      4,970,797
                                                              ================


7.      FAIR VALUE OF FINANCIAL INSTRUMENTS
        -----------------------------------

        Statement of Financial Accounting Standards No. 107 requires disclosure
        about fair value of certain financial instruments. The fair value of
        accounts receivable, accounts payable, accrued expenses and deposit
        liabilities approximate the carrying value due to the short-term nature
        of these instruments.

        Management has estimated that the fair value of the mortgages at June
        30, 1999 on Ambassador Towers and Inducon Amherst approximate their
        carrying values of $3,130,049 and $1,831,971, respectively, as the
        mortgages were obtained recently.


8.      RELATED PARTY TRANSACTIONS
        --------------------------

        Management fees for the management of Partnership's properties are paid
        to an affiliate of the General Partner. The management agreement
        provides for 5% of gross monthly rental receipts of the complex to be
        paid as fees for administering the operations of the property. These
        fees totaled approximately $57,600 and $50,192 for the six months ended
        June 30, 1999 and 1998, respectively.


                                      -14-


<PAGE>

        RELATED PARTY TRANSACTIONS  (CONTINUED)
        ---------------------------------------

        According to the terms of the Partnership agreement, the general
        partners are entitled to receive a Partnership management fee equal to
        7% of net cash flow (as defined in the Partnership agreement), 2% of
        which is subordinated to the limited partners having received an annual
        cash return equal to 7% of their adjusted capital contributions. No such
        fee has been paid or accrued by the Partnership for the six months ended
        June 30, 1999 and 1998.

        The general partners are also allowed to collect property disposition
        fees upon sale of acquired properties. This fee is not to exceed the
        lesser of 50% of amounts customarily charged in arm's-length
        transactions by others rendering similar services for comparable
        properties or 2.75% of the sales price. The property disposition fee is
        subordinate to payments to the limited partners of a cumulative annual
        return (not compounded) equal to 7% of their average adjusted capital
        balances and to repayment to the limited partners of an amount equal to
        their capital contributions.

        The general partners have not to date received a disposition fee on the
        sale of Bryn Mawr or Parc Bordeaux, as the limited partners have not
        received a return of 7% on their average adjusted capital or their
        original capital as defined in the Partnership agreement. Once the
        limited partners receive their original capital and a 7% return, the
        general partners will be entitled to disposition fees of 2.75%.

        Accounts receivable - affiliates amounted to $109,796 and $68,268 at
        June 30, 1999 and 1998, respectively. The balance due is payable on
        demand. Interest charged on amounts due from affiliates is accrued at
        the rate of 11% per annum compounded quarterly based on the average
        outstanding balance.

        Partnership accounting and portfolio management fees, investor services
        fees and brokerage fees are allocated based on total assets, the number
        of partners, and number of units, respectively. In addition to the
        above, other property specific expenses, such as payroll, benefits, etc.
        are charged to property operations on the Statement of Operations.

        Computer service charges for the Partnership are paid or accrued to an
        affiliate of the General Partner based, in part, upon the number of
        apartment units and complexes. Such amounts totaled approximately $2,670
        and $4,080 for the six months ended June 30, 1999 and 1998,
        respectively.


                                      -15-


<PAGE>

9.      INCOME TAXES
        ------------

        No provision has been made for income taxes since the income or loss of
        the Partnership is to be included in the tax returns of the individual
        partners.

        The tax returns of the Partnership are subject to examination by federal
        and state taxing authorities. Under federal and state income tax laws,
        regulations and rulings, certain types of transactions may be accorded
        varying interpretations and, accordingly, reported Partnership amounts
        could be changed as a result of any such examination.

        The reconciliation of net loss for the six month periods ended June 30,
        1999 and 1998 as reported in the statements of operations, and as would
        be reported for tax purposes respectively, is as follows:
<TABLE>
<CAPTION>


                                                       June 30,                  June 30,
                                                         1999                      1998
                                                         ----                      ----
<S>                                                  <C>                        <C>
        Net loss -
             Statement of operations                 $ (503,451)                $ (107,836)
        (Add to)  deduct from:
             Difference in depreciation                  25,000                   ( 18,000)
             Difference in amortization                       -                          -
             Non-deductible expenses                   (100,000)                  (129,825)
             Difference in loss of joint venture              -                          -
                                                     ----------                 ----------

        Net loss for tax purposes                    $ (578,451)                $ (255,661)
                                                     ==========                 ==========


</TABLE>
                                      -16-


<PAGE>

        INCOME TAXES  (CONTINUED)
        -------------------------

        The reconciliation of partner's (deficit) capital at June 30, 1999 and
        December 31, 1998 as reported in the balance sheets, and as reported for
        tax purposes, is as follows:
<TABLE>
<CAPTION>
                                                       June 30,                 December 31,
                                                         1999                       1998
                                                         ----                       ----
<S>                                                  <C>                        <C>
        Partner's Capital -
         balance sheet                               $    3,334,101             $   3,837,552
         Add to (deduct from):
              Accumulated difference in
              depreciation                               (4,244,360)               (4,269,360)
              Accumulated difference in
              amortization                                   77,418                    77,418
              Syndication fees and selling
              expenses                                    1,842,060                 1,842,060
              Gain on sale of property                    1,009,847                 1,009,847
              Other non-deductible expenses               ( 426,749)                 (326,749)
              Difference in book and tax
              depreciable cost basis                        915,085                   915,085
              Difference in book and tax
              basis of investments                         (596,400)                 (596,400)
              Other                                       (  69,286)                (  69,286)
                                                   ----------------           ---------------

        Partner's Capital -
         tax return                                  $    1,841,716             $   2,420,167
                                                   ================           ===============

</TABLE>

                                      -17-
<PAGE>

PART II: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
         RESULTS OF OPERATIONS
         ---------------------

Liquidity and Capital Resources
-------------------------------

Although the Partnership showed a significant cash shortfall for the first six
months of 1999, management is optimistic that with the physical improvements
substantially complete at Ambassador Towers, and the capital improvements (both
capitalizable (i.e., structural) and physical (i.e., carpeting and painting))
nearing completion at the Perrymont Office Building, that cash flow will improve
by the end of 1999. The improvements at Perrymont are expected to be complete by
October 15, 1999 and the estimated cost of all planned improvements as of this
date is $400,000. The planned (and in some cases, already completed)
improvements include, but are not limited to, re-facing the exterior of the
building, resealing of the parking lot, replacement of hallway carpeting,
redecorating of all common area restrooms, and new signage. It is believed that
the physical improvements to the exterior of the building and the common parts
of the interior will increase the curb appeal of the building and therefore
attract new tenants.

There were no distributions for the six month periods ended June 30, 1999 and
1998. The Partnership has been using the cash generated from operations and the
sales which took place in 1996 and 1997 to complete necessary capital
improvements (both capitalizable and non-capitalizable) and deferred and routine
maintenance at the remaining properties in the Partnership. Additionally, in
April 1998, management used cash from the Partnership to satisfy the mortgage on
the Perrymont Building; this action not only avoided foreclosure proceedings,
but also led to a sizable discount from the lender which resulted in an
extraordinary gain totaling $318,213 recognized for financial statement purposes
during the year ended December 31, 1998. The General Partner hopes to resume
distributions in the future, although it is not certain when the Partnership
will be in such a position.

The Partnership has conducted a review of its computer systems to identify the
systems that could be affected by the "year 2000 issue" and has substantially
developed an implementation plan to resolve such issues. The year 2000 issue is
the result of computer programs being written using two digits rather than four
digits to define the applicable year. Computer programs that have time-sensitive
software may recognize a date using "00" as the year 1900 rather than the year
2000. This could result in a system failure or miscalculations causing
disruptions of operations, including, among other things, a temporary inability
to process transactions, send invoices, or engage in similar normal business
activities.


                                      -18-
<PAGE>

Liquidity and Capital Resources (continued)
-------------------------------------------

Management has discussed with outside independent computer consultants its
readiness for the Year 2000. The majority of the software in use is either "2000
compliant" or will be with little adaptation and at no significant cost per
information provided by their software providers. Management has also engaged a
computer firm to re-write its tax software making it Year 2000 compliant. This
work began May 1, 1999 and is now expected to be completed by September 30,
1999. Management has a complete inventory of its computers and feels that the
cost of replacing those which will not be "2000 compliant" will be relatively
minor (i.e., most likely under $20,000). Non-informational systems have also
been evaluated and management feels that there will be little, if any, cost to
preparing these for the Year 2000 (i.e., most likely under $20,000). Management
expects to be fully Year 2000 compliant with all testing done by September 30,
1999. The Partnership is working on a contingency plan in the unlikely event
that its systems do not operate as planned. It is management's belief that in
the unlikely event that its informational systems do not operate as planned in
the year 2000, all records could be maintained manually until the problems with
its systems are resolved. Management feels that its external vendors, suppliers
and customers, for the most part, will be unaffected by the Year 2000 as most do
not rely on information systems in their businesses.

Results of Operations:
----------------------

For the quarter ended June 30, 1999, the Partnership's net loss was $258,308 or
$16.11 per limited partnership unit. Net loss for the quarter ended June 30,
1998 amounted to $211,947 or $13.22 per unit. For the six month period ended
June 30, 1999, the net loss was $503,451 or $31.40 per limited partnership unit
as compared to $107,836 or $6.73 per limited partnership unit for the six month
period ended June 30, 1998.


                                      -19-


<PAGE>

Results of Operations  (continued):
-----------------------------------

Partnership revenue for the quarter ended June 30, 1999 totaled $664,741, a
decrease of approximately $31,000 from the 1998 amount of $695,958. Total rental
revenue dropped almost $57,000. For the six months ended June 30, 1999, total
revenue was $1,310,195, decreasing approximately $102,000 from the amount
reported for the six months ended June 30, 1998 which amounted to $1,411,967.
Contributing to these decreases are continuous vacancy problems at Perrymont.
Although occupancy levels at Ambassador Towers (formerly Cedar Ridge) continued
to climb during 1999 (at June 30, 1999, physical occupancy at Ambassador Towers
was approximately 94%), continued vacancies at Perrymont Office Building have
hurt the Partnership financially. The increased occupancy at Ambassador Towers
has resulted in increased rental income of approximately $43,000 between the six
months ended June 30, 1999 and 1998. The decrease in interest and other income
between the same six month periods is due to a gain of approximately $210,000
resulting from the payment in early 1998 of the Perrymont mortgage (note: the
actual extraordinary gain reported for this transaction was approximately
$318,000 as of December 31, 1998). The mortgage was in default and the lender
was threatening to begin foreclosure procedures; due to the extinguishment of
this debt, the lender gave the Partnership a sizable discount on the mortgage
resulting in the gain. Management believes that scheduled improvements to the
properties will result in increased occupancies and cash flow by the end of
1999.

For the quarter ended June 30, 1999, Partnership expenses amounted to $923,049,
increasing slightly from the $907,905 reported for the same 1998 quarter. For
the six month period ended June 30, 1999, Partnership expenses increased by
approximately $294,000 from the same period in 1998. Total expenses for the six
months ended June 30, 1999 and 1998 were $1,813,646 and $1,519,803,
respectively. Property operations expenses increased approximately $318,000
between the six months ended June 30, 1999 and 1998. This increase is the result
of significant improvements (mostly non-capitalizable) being done at Ambassador
Towers. The property has been replacing carpets, countertops, cabinets and
appliances, and painting and wallpapering both interiors of units and common
areas; much of the work is being done by on-site personnel which has resulted in
increased payroll and related expenses. Additionally, the complex began offering
new services to its residents such as a concierge office which provides dry
cleaning services and travel services, and a van service taking residents to the
bank, the post office, the grocery store, etc. which has resulted in increased
costs of operations. Finally, the complex now offers free cable to all of its
residents (rents were increased on a per unit basis to cover these costs to the
complex). Management feels that the "new" services offered have resulted in the
increased occupancy seen at this complex.


                                      -20-


<PAGE>

Results of Operations  (continued):
-----------------------------------

Administrative expenses paid to other than affiliates remained virtually
unchanged between the six months ended June 30, 1999 and 1998. Administrative
expenses paid to affiliates, however, increased approximately $39,500 between
the two six month periods. The most significant increase in such expenses was
the result of increased accounting and portfolio management expenses. Increased
management fees paid/accrued resulting from higher occupancy and improved
collections at Ambassador Towers were also responsible for a portion of the
increase.

On a tax basis, the partnership had a loss of $578,451 or $36.08 per limited
partner unit for the six month period ended June 30, 1999 versus a tax loss of
$255,661 or $15.95 per unit for the six month period ended June 30, 1998.





                                      -21-
<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------


                                     PART II
                                     -------

                                OTHER INFORMATION
                                -----------------


Item 1 - Legal Proceedings
--------------------------

The Partnership is not a party to, nor are any of the Partnership's properties
subject to any material pending legal proceedings other than ordinary, routine
litigation incidental to the Partnership's business.

Items 2, 3, 4 and 5
-------------------

Not applicable.

Item 6 - Exhibits and reports on Form 8-K
-----------------------------------------

None.



                                      -22-
<PAGE>

                                   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.


REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP III


By:      /s/  Joseph M. Jayson                                August 30, 1999
         ---------------------                                ---------------
         Joseph M. Jayson,                                    Date
         Individual General Partner and
         Principal Financial Officer


                                      -23-