EXHIBIT 99.a


                           GLOSSARY


     The following terms are defined in Article III of the
Partnership Agreement, and such definitions, as a matter of law,
will govern all relations between the Limited Partners and the
Partnership.  However, to aid investors in more clearly
understanding the way such terms are used in the Partnership
Agreement and in this Prospectus, certain additional and somewhat
less technical definitions are set forth below:

     "Acquisition Expenses" means all expenses (other than
Acquisition Fees) related to the selection and acquisition of
properties, whether or not acquired, including but not limited to
legal fees and expenses, travel and communications expenses,
costs of appraisals, non-refundable option payments on property
not acquired, accounting fees and expenses, title insurance and
miscellaneous expenses.

     "Acquisition Fees" means the total of all fees and
commissions paid by any party in connection with the purchase or
development of a property by the Partnership.  Included in the
computation of such fees or commissions shall be any real estate
commission, selection fee, development fee, non-recurring
management fee, or any fee of a similar nature, however
designated, except that Acquisition Fees shall not include
development fees paid to non-affiliated parties in connection
with actual development of a property after the acquisition
thereof by the Partnership.  As used in the preceding sentence,
the term "development fees" shall mean fees paid for the
packaging of the Partnership's properties, including negotiating
and approving plans, and undertaking to assist in obtaining
necessary variances and financing for a specific property, either
initially or at a later date.

     "Adjusted Capital Contributions" means, for each fiscal
quarter, an amount equal to the Limited Partners' Capital
Contributions as reduced by all distributions of Sale or
Refinancing Proceeds made to the Limited Partners, including any
such distributions for such fiscal quarter, except for any
distributions of Sale or Refinancing Proceeds required to
compensate for a deficiency in the amount of Distributable Cash
distributed to the Limited Partners pursuant to Section 6.3(ii)
of the Partnership Agreement (but not reduced by any
distributions of Distributable Cash).   

     "Adjusted Cash Flow" means, with respect to any fiscal
period, all Gross Revenues less payments for Operating Cash
Expenses (other than the Management Fee payable to the Adviser
and expenses payable out of the Capital Contributions of the

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Partners or other sources not included in determining Gross
Revenues), debt service on Partnership indebtedness, capital
expenditures with respect to properties and any amounts set aside
for restoration or creation of Reserves.

     "Capital Account" means, with respect to each Partner, the
account established for each Partner which will initially equal
the Capital Contribution of such Partner and throughout the
existence of the Partnership will be (a) increased by the amount
of Taxable Income and tax exempt income allocated to such Partner
and (b) reduced by the amount of Tax Losses and other deductions
allocated to such Partner and the amount of Distributable Cash
and Sale or Refinancing Proceeds distributed to such Partner.

     "Capital Contribution" means the total amount of money
contributed to the Partnership (prior to the deduction of any
selling commissions or expenses) by any Partner or all the
Partners reduced, in the case of the Limited Partners, by any
return of uninvested funds pursuant to Section 5.3A of the
Partnership Agreement (but not reduced by any reductions in the
related Capital Account or by any tax basis adjustments).

     "Cash Receipts from Operations" means, with respect to any
fiscal period, all cash receipts (after deduction of all
applicable sales, use, excise and similar taxes, if any) from
operation of the properties in the ordinary course of business,
without deduction for depreciation or the Management Fee payable
to the Adviser or any other expenses of the Partnership.  In the
event the Partnership enters into any general partnership or
other joint venture, Cash Receipts from Operations shall include
the Partnership's pro rata share of all cash receipts from
operations in the ordinary course of business of such general
partnership or other joint venture without deduction for
depreciation or any other expenses of such general partnership or
other joint venture.

     "Competitive Brokerage Commission" means a real estate
brokerage commission paid for the purchase or sale of a property
which is reasonable, customary and competitive in light of the
size, type and location of the property.

     "Distributable Cash" means, with respect to any fiscal
period, Adjusted Cash Flow and any portion of Reserves deemed by
the General Partner not to be required for the Partnership's
operations (to the extent such Reserves are derived from
operations), reduced by an amount equal to the Management Fee.

     "Front-End Fees" means fees and expenses paid by any Person
for any services rendered during the Partnership's organization
or acquisition phase, including Organization and Offering
Expenses, Acquisition Fees, Acquisition Expenses and any other
similar fees.

     "General Partner" means USAA Properties III, Inc., a Texas
corporation.

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     "Gross Revenues" means all cash receipts (after deduction of
all applicable sales, use, excise and similar taxes, if any) of
the Partnership, without deduction for any item of expense, but
excluding all Capital Contributions and cash receipts
constituting Sale or Refinancing Proceeds (subject to Section
7.4F of the Partnership Agreement).

     "Investment in Properties" means the amount of Capital
Contributions actually paid or allocated to the purchase,
development, construction or improvement of properties acquired
by the Partnership (including the purchase of properties, working
capital reserves allocable thereto (except that reserves in
excess of 4% of the gross proceeds of the offering of the Units
shall not be included) and other cash payments such as interest
and taxes, but excluding Front-End Fees).


     "IRS" means the United States Internal Revenue Service.

     "Management Fee" means the fee payable to the Adviser in an
amount equal to 4% of the Cash Receipts from Operations, but not
to exceed for any fiscal year 9% of Adjusted Cash Flow, in
consideration of services rendered under the Advisory Agreement.

     "Operating Cash Expenses" means, with respect to any fiscal
period, except to the extent paid with cash withdrawn from
reserves therefor, the amount of cash disbursed in such period in
order to generate Gross Revenues during such period, including
all operating expenses other than the Management Fee (such as but
not limited to advertising expenses incurred in connection with
the management of Partnership properties and promotional,
management, salary, utility, repair and maintenance, accounting,
statistical or bookkeeping services, computing or accounting
equipment use, travel and telephone expenses).

     "Organization and Offering Expenses" means all expenses
incurred in connection with the formation of the Partnership, the
registration and qualification of the Units under Federal and
state securities laws, and the offering and sale of the Units,
including, without limitation, the selling commissions payable in
connection with the sale of the Units and the non-accountable
expense allowance payable to USAA Investment Management to cover
advertising and other expenses incurred in connection with the
offering and sale of the Units.

     "Partnership" means USAA Income Properties III Limited
Partnership, a Delaware limited partnership.  

     "Partnership Agreement" means the Restated Certificate and
Agreement of Limited Partnership of the Partnership, a form of
which appears as Exhibit A to this Prospectus.

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     "Reserves" means, with respect to any fiscal period, funds
set aside or amounts allocated during such period to reserves
which shall be maintained in amounts deemed sufficient by the
General Partner for working capital and to pay taxes, insurance,
debt service, repairs, replacements or renewals, or other costs
or expenses, incident to the ownership or operation of the
Partnership's properties.

     "Sale or Refinancing" means any Partnership transaction
(other than the receipt of Capital Contributions) not in the
ordinary course of its business, including, without limitation,
sales, exchanges or other dispositions of real or personal
property, condemnations, recoveries of damage awards and
insurance proceeds (other than business or rental interruption
insurance proceeds) not reinvested in the repair or
reconstruction of properties or any mortgage refinancings or
borrowings in addition to borrowings initially made to finance
the purchase of properties, but excluding: (i) the disposition of
a property by transfer back to the seller or an affiliate
thereof, whether in the form of a rescission, exchange or resale
or pursuant to an option or other similar arrangement entered
into at or prior to the time of taking title to the property, if
the proceeds from such transfer back are reinvested in another
property and (ii) the disposition of a property within two years
after termination of the offering of the Units contemplated by
Section 4.3 of the Partnership Agreement if the proceeds of such
disposition are reinvested in other properties as permitted by
Section 7.4F of the Partnership Agreement.

     "Sale or Refinancing Proceeds" means all cash receipts (plus
any Reserves previously established from Capital Contributions
with respect to the property which is the subject of the Sale or
Refinancing deemed by the General Partner no longer to be
required for the Partnership's operations because of such Sale or
Refinancing) arising from a Sale or Refinancing less the
following:

          (i) the amount of cash necessary for the payment of all
     debts and obligations of the Partnership (including non-recourse
     debts) related to the particular Sale or
     Refinancing, excluding the real estate brokerage commission
     payable to the Adviser under Section 7.3A(iv) of the
     Partnership Agreement but including any other real estate
     brokerage commission not payable to an affiliate of the
     General Partner;

          (ii) the amount of cash paid or to be paid by the
     Partnership in connection with such Sale or Refinancing
     (which shall include, with regard to damage recoveries or
     insurance or condemnation proceeds, cash paid or to be paid
     in connection with repairs, replacements or renewals, in the
     discretion of the General Partner, relating to damage to or
     partial condemnation of the affected property);

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          (iii) the amount of cash considered appropriate by the
     General Partner to provide Reserves to pay taxes, insurance,
     debt service, repairs, replacements or renewals or other
     costs or expenses of the Partnership (including costs of
     improvements or additions in connection with any property)
     or in connection with any refinancing of any property, to
     provide for the purchase of the underlying land in
     connection with any property; and

          (iv) any amount of cash considered appropriate by the
     General Partner to be used to purchase from any partner or
     co-venturer an interest in a property which is jointly
     owned.

     "Selling Price" means the total gross contract price
receivable by the Partnership from the purchaser upon the sale of
a property, without reduction for any mortgage or other
indebtedness to which the property may be subject, or any fees or
expenses which may be attributable to such sale.

     "Taxable Income" or "Tax Losses", respectively, means the
ordinary income or losses of the Partnership for each fiscal year
or portion thereof (including the Partnership's share of income
or loss of any general partnership or other joint venture which
owns a particular property) as determined for Federal income tax
purposes, as well as, where the context requires, related Federal
tax items such as capital gain or loss and depreciation recapture
(including gains or losses arising from a Sale or Refinancing),
it being understood that losses for Federal income tax purposes
include all amounts treated as a return of capital for Federal
income tax purposes by reason of tax basis adjustments.

     "Unit" means the interest of a Limited Partner represented
by a Capital Contribution of $500.