FORM 10-KSB--ANNUAL OR TRANSITIONAL REPORT UNDER
                               SECTION 13 OR 15(d)

                                   Form 10-KSB
(Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934
      [No Fee Required]

                 For the fiscal year ended December 31, 2000

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934
      [No Fee Required]

             For the transition period from _________to _________

                         Commission file number 0-10273

                     CONSOLIDATED CAPITAL PROPERTIES III
                (Name of small business issuer in its charter)

         California                                             94-2653686
(State or other jurisdiction of                             (I.R.S.  Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                       Greenville, South Carolina 29602
                   (Address of principal executive offices)

                   Issuer's telephone number (864) 239-1000

        Securities registered under Section 12(b) of the Exchange Act:

                                      None

        Securities registered under Section 12(g) of the Exchange Act:

                     Units of Limited Partnership Interests
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

Check if there is no disclosure  of delinquent  filers in response to Item 405
of  Regulation  S-B  contained  in  this  form,  and  no  disclosure  will  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-KSB or any amendment to this Form 10-KSB.  [X]

State issuer's revenues for its most recent fiscal year.  $3,139,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2000. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                     PART I

Item 1.     Description of Business

Consolidated  Capital  Properties III (the  "Partnership" or  "Registrant")  was
organized on May 22, 1980 as a limited  partnership under the California Uniform
Limited Partnership Act. Commencing November 25, 1980, the Partnership  offered,
pursuant to a  Registration  Statement  filed with the  Securities  and Exchange
Commission,  120,000 units of limited partnership  interest (the "Units"),  with
the general partner's right to increase the offering to 240,000 Units. The Units
represent equity interests in the Partnership and entitle the holders thereof to
participate in certain  allocations and  distributions of the  Partnership.  The
sale of Limited  Partnership  Units closed on December  17,  1981,  with 158,945
Units sold at $500 each, or gross proceeds of  $79,473,000  to the  Partnership.
The original general partners  contributed capital in the amount of $1,000 for a
4% interest in the  Partnership.  At the request of certain Limited Partners and
in accordance with its Partnership Agreement (herein so called), the Partnership
has retired a total of 363 Units.  The  Partnership  gave no  consideration  for
these units.  The  Partnership  Agreement  provides that the  Partnership  is to
terminate on December 31, 2010 unless terminated prior to such date.

By the end of fiscal year 1985,  approximately  71% of the  proceeds  raised had
been invested in twenty-eight properties. Of the remaining 29%, 11% was required
for  organizational  and offering  expenses,  sales  commissions and acquisition
fees, and 18% was retained in Partnership  reserves for project improvements and
working  capital as required  by the  Partnership  Agreement.  Since its initial
offering,  the Registrant has not received, nor are limited partners required to
make, additional capital contributions.

Upon  the  Partnership's   formation  in  1980,  Consolidated  Capital  Equities
Corporation ("CCEC"), a Colorado corporation, was the corporate general partner.
In 1988, through a series of transactions,  Southmark Corporation  ("Southmark")
acquired  controlling  interest  in CCEC.  In  December  1988,  CCEC  filed  for
reorganization  under Chapter 11 of the United States  Bankruptcy Code. In 1990,
as part of CCEC's reorganization plan, Concap Equities,  Inc. ("CEI" or "General
Partner") acquired CCEC's general partner interests in the Partnership and in 15
other affiliated public limited partnerships (the "Affiliated Partnerships") and
CEI  replaced  CCEC as  managing  general  partner in all 16  partnerships.  The
selection of CEI as the sole managing general partner was approved by a majority
of the  Limited  Partners  in the  Partnership  and in  each  of the  Affiliated
Partnerships pursuant to a solicitation of the Limited Partners dated August 10,
1990.  As part of this  solicitation,  the  Limited  Partners  also  approved an
amendment  to the  Partnership  Agreement  to limit  changes  of  control of the
Partnership.  CEI is a subsidiary of Apartment Investment and Management Company
("AIMCO").

The  Registrant  is engaged in the business of operating and holding real estate
properties for  investment.  At December 31, 2000, the  Partnership  owned three
apartment  complexes.  Prior to 1999,  the  Partnership  disposed of  twenty-six
properties,  two of which were reacquired through foreclosure.  During 1999, the
Partnership sold its remaining commercial property.  See "Item 2. Description of
Properties" below for a description of the Partnership's remaining properties.

The  real  estate  business  in which  the  Partnership  is  engaged  is  highly
competitive.  There are other  residential  properties within the market area of
the Partnership's properties.  The number and quality of competitive properties,
including those which may be managed by an affiliate of the General Partner,  in
such  market  area,  could have a material  effect on the rental  market for the
apartments at the Partnership's properties and the rents that may be charged for
such apartments. While the General Partner and its affiliates own and/or control
a  significant  number of  apartment  units in the  United  States,  such  units
represent an insignificant percentage of the total apartment units in the United
States and competition for the apartments is local. In addition, various limited
partnerships have been formed by the General Partner and/or affiliates to engage
in business which may be competitive with the Partnership.


<PAGE>



Both  the  income  and  expenses  of  operating  the  properties  owned  by  the
Partnership are subject to factors outside of the Partnership's control, such as
changes in the supply and demand of similar  properties  resulting  from various
market  conditions,  increases/decreases  in unemployment or population  shifts,
changes in the availability of permanent mortgage  financing,  changes in zoning
laws,  or changes in patterns or needs of users.  In  addition,  there are risks
inherent in owning and operating residential  properties because such properties
are  susceptible to the impact of economic and other  conditions  outside of the
control of the Partnership.

The Registrant  has no employees.  Management  and  administrative  services are
provided by the General Partner and by agents  retained by the General  Partner.
An affiliate of the General Partner has been providing such property  management
services.

There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations might adversely affect the properties
owned by the Partnership.

The Partnership  monitors its properties for evidence of pollutants,  toxins and
other dangerous substances, including the presence of asbestos. In certain cases
environmental  testing has been performed which resulted in no material  adverse
conditions or liabilities.  In no case has the Partnership  received notice that
it is a potentially  responsible party with respect to an environmental clean up
site.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the General  Partner.  The General  Partner
does not believe that this transaction has had or will have a material effect on
the affairs and operations of the Partnership.



<PAGE>


Item 2.     Description of Properties

The following table sets forth the Partnership's investments in properties:

                                     Date of
Property                         Purchase      Type of Ownership            Use

Ventura Landing Apartments       10/07/81  Fee ownership subject to   Apartment
  Orlando, Florida                         a first mortgage           184 units

Village Green Apartments         12/20/91  Fee ownership subject to   Apartment
  Altamonte Springs, Florida               a first mortgage (1)       164 units

West Chase Apartments            09/17/90  Fee ownership subject to   Apartment
  Lexington, Kentucky                      a first mortgage           120 units

(1)   Property is held by a limited  partnership in which the Registrant  owns a
      99% interest.

Schedule of Properties

Set forth below for each of the  Registrant's  properties is the gross  carrying
value,  accumulated  depreciation,  depreciable life, method of depreciation and
Federal tax basis.

<TABLE>
<CAPTION>

                           Gross
                          Carrying   Accumulated    Useful               Federal
Property                   Value    Depreciation     Life    Method     Tax Basis
                              (in thousands)                         (in thousands)

<S>                       <C>          <C>         <C>                   <C>
Ventura Landing           $ 5,664      $ 4,645     5-19 yrs    S/L       $ 1,160
Village Green               3,290        1,750     3-15 yrs    S/L         3,793
West Chase                  2,521        1,562     5-15 yrs    S/L         1,870

         Total            $11,475      $ 7,957                           $ 6,823
</TABLE>

See  "Note A" of the  consolidated  financial  statements  included  in "Item 7.
Financial  Statements"  for a  description  of  the  Partnership's  depreciation
policy.


<PAGE>


Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the loans
encumbering the Registrant's properties.

<TABLE>
<CAPTION>

                       Principal                                         Principal
                       Balance At                                         Balance
                      December 31,    Interest    Period    Maturity      Due At
     Property             2000          Rate     Amortized    Date     Maturity (2)
                     (in thousands)                                   (in thousands)

<S>                     <C>            <C>          <C>       <C>         <C>
Ventura Landing         $ 2,200        7.33%        (1)       11/03       $ 2,200
Village Green             2,000        7.33%        (1)       11/03         2,000
West Chase                1,125        7.87%      20 yrs      12/19             9

      Totals            $ 5,325                                           $ 4,209
</TABLE>


(1)   Interest only payments.

(2)   See "Item 7. Financial  Statements - Note F" for information  with respect
      to the  Registrant's  ability  to prepay  these  loans and other  specific
      details about the loans.

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2000 and 1999 for each property
are as follows:
<TABLE>
<CAPTION>

                                       Average Annual              Average Annual
                                        Rental Rates                 Occupancy
                                         (per unit)
 Property                           2000             1999          2000      1999

<S>                                <C>              <C>            <C>        <C>
 Ventura Landing                   $7,190           $6,908         94%        93%
 Village Green                      7,119            6,710         93%        96%
 West Chase                         6,235            6,139         90%        93%
</TABLE>

The  General  Partner  attributes  the  decrease  in  occupancy  at  West  Chase
Apartments  and  Village  Green  Apartments  to  increased  competition  in  the
apartment rental market.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive.  All of the properties are subject to competition from other
residential  apartment  complexes in the area. The General Partner believes that
the Partnership's  properties are adequately insured.  Each residential property
is an apartment  complex  which  leases units for terms of one year or less.  No
residential  tenant leases 10% or more of the available rental space. All of the
properties are in good physical  condition,  subject to normal  depreciation and
deterioration as is typical for assets of this type and age.


<PAGE>


Real Estate Taxes and Rates

Real estate taxes and rates in 2000 for each property are as follows:

                                2000            2000
                              Billing           Rate
                           (in thousands)

Ventura Landing                 $91            2.33%
Village Green                    75            1.96%
West Chase                       19             .97%

Capital Improvements

Ventura Landing

In  2000,  the   Partnership   completed   approximately   $158,000  of  capital
improvements  at Ventura  Landing,  consisting  primarily  of air  conditioning,
carpet and vinyl replacements and structural and parking lot improvements. These
improvements  were  funded  from  Partnership  reserves  and  cash  provided  by
operations.  The  Partnership is currently  evaluating  the capital  improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $275 per unit or  $50,600.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

Village Green

In  2000,  the   Partnership   completed   approximately   $154,000  of  capital
improvements at Village Green, consisting primarily of parking lot improvements,
light fixture, carpet and cabinet replacements, exterior painting and structural
improvements.  These  improvements  were funded from cash provided by operations
and Partnership  reserves.  The Partnership is currently  evaluating the capital
improvement  needs of the property for the upcoming  year. The minimum amount to
be budgeted is expected to be $275 per unit or $45,100.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

West Chase

In 2000, the Partnership completed approximately $36,000 of capital improvements
at West Chase,  consisting  primarily of plumbing upgrades and air conditioning,
carpet and vinyl replacements. These improvements were funded from cash provided
by operations.  The Partnership is currently  evaluating the capital improvement
needs of the property for the upcoming  year.  The minimum amount to be budgeted
is  expected  to be $275 per unit or  $33,000.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The  capital  improvements  planned  for  the  year  2001  at the  Partnership's
properties will be made only to the extent of cash available from operations and
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Registrant's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   its  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended complaint. The General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

Item 4.     Submission of Matters to a Vote of Security Holders

The unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2000.


<PAGE>


                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The  Partnership,  a  publicly-held  limited  partnership,  sold 158,945 Limited
Partnership  Units  aggregating  $79,473,000.  In addition,  the General Partner
contributed a total of $1,000 to the Partnership.  The Partnership currently has
4,929 holders of record owning an aggregate of 158,582 Units.  Affiliates of the
General Partner owned 78,163 Units or 49.29% at December 31, 2000.

The following table sets forth the distributions made by the Partnership for the
years ended  December  31, 1999 and 2000 as well as  subsequent  to December 31,
2000.

                                                Distributions
                                                            Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/99 - 12/31/99              $6,252 (1)            $39.19
       01/01/00 - 12/31/00               1,086 (2)              6.74
      Subsequent to 12/31/00               331 (3)              2.00

(1)   Consists of $928,000 of cash from  operations,  $1,826,000  of cash from a
      return of capital and  $3,498,000 of cash from sale proceeds from the sale
      of Professional Plaza (see "Item 6" for further details).

(2)   Consists of $436,000 of cash from operations and $650,000 of cash from the
      financing  proceeds  on West Chase  Apartments  (see "Item 6" for  further
      details).

(3)   Distribution was made from cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations, the availability of cash reserves, the timing of debt maturities and
property sales and/or  refinancings.  The Partnership's  distribution  policy is
reviewed on a quarterly  basis.  There can be no assurance that the  Partnership
will  generate   sufficient   funds  from  operations   after  required  capital
expenditures to permit any additional  distributions to its partners in the year
2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 78,163 limited partnership
units in the Partnership  representing 49.29% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 49.29% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable  to the  interest of the General  Partner  because of its
affiliation with the General Partner.


<PAGE>


Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-KSB and the other  filings  with the  Securities  and
Exchange  Commission made by the Registrant from time to time. The discussion of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operations. Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

This item should be read in conjunction with "Item 7. Financial  Statements" and
other items contained elsewhere in this report.

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2000  was
approximately  $177,000  as compared to  approximately  $2,563,000  for the year
ended December 31, 1999. The decrease in net income is primarily attributable to
the gain on the sale of the  discontinued  operations of  Professional  Plaza of
approximately  $2,132,000  in  addition  to the  net  income  from  discontinued
operations of $167,000 included in net income.  Professional Plaza was sold July
8, 1999, as discussed below.

Excluding  the impact of the  operations  and sale of  Professional  Plaza,  the
Partnership had income from continuing operations of approximately  $177,000 and
$264,000  for the years  ended  December  31, 2000 and 1999,  respectively.  The
decrease in income from  continuing  operations  was due to an increase in total
expenses partially offset by an increase in total revenues.

Total expenses for the year ended  December 31, 2000 increased  primarily due to
an increase in depreciation  expense and interest  expense,  which was partially
offset by a decrease in operating expense. Depreciation expense increased due to
capital  improvements  completed  during  1999  and  2000  which  are now  being
depreciated.  Interest  expense  increased  due to the  financing  of West Chase
Apartments  in December  1999.  Operating  expense  decreased  primarily  due to
decreased   maintenance   expense  at  all  of  the  Partnership's   residential
properties.

Total  revenues  increased for the year ended December 31, 2000 primarily due to
an increase in rental  income,  slightly  offset by a decrease in other  income.
Rental income increased  primarily due to increased  average rental rates at all
of the Partnership's  residential properties,  partially offset by a decrease in
occupancy at West Chase  Apartments and Village Green  Apartments.  Other income
decreased primarily due to a decrease in interest income.

On July 8, 1999,  Professional Plaza,  located in Salt Lake City, Utah, was sold
to an  unaffiliated  third  party  for  $3,600,000.  After  payment  of  closing
expenses,  the net  proceeds  received  by the  Partnership  were  approximately
$3,397,000.  The sale of the property resulted in a gain on sale of discontinued
operations of approximately $2,132,000. Professional Plaza was the only property
in the commercial segment of the Partnership.  Due to the sale of this property,
the  results  of the  commercial  segment  have been  shown as net  income  from
discontinued operations on the consolidated statement of operations. Revenues of
this property were approximately  $412,000 for the year ended December 31, 1999.
Income from  discontinued  operations  was  approximately  $167,000 for the year
ended December 31, 1999.

Included in general and administrative  expenses for the year ended December 31,
2000 and 1999 are  reimbursements  to the  General  Partner  allowed  under  the
Partnership  Agreement.  In addition,  costs  associated  with the quarterly and
annual  communications  with  investors and  regulatory  agencies and the annual
audit required by the Partnership Agreement are also included.


<PAGE>



As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting the Partnership from increases in expense. As part of this
plan, the General Partner attempts to protect the Partnership from the burden of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

As of December 31,  2000,  the  Partnership  held cash and cash  equivalents  of
approximately  $545,000  compared to  approximately  $1,460,000  at December 31,
1999, a decrease of approximately $915,000. The decrease is due to approximately
$527,000 of cash used in investing  activities and  approximately  $1,122,000 of
cash used in financing activities partially offset by approximately  $734,000 of
cash  provided  by  operating  activities.  Cash  used in  investing  activities
consisted  of property  improvements  and  replacements  and  deposits to escrow
accounts maintained by the mortgage lenders.  Cash used in financing  activities
consisted  primarily of distributions  to the partners,  and to a lesser extent,
loan costs and payments on the  mortgage  note  payable  encumbering  West Chase
Apartments.   The   Partnership   invests  its  working   capital   reserves  in
interest-bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Partnership is currently
evaluating  the capital  improvement  needs of the  properties  for the upcoming
year.  The  minimum  amount to be  budgeted  is  expected to be $275 per unit or
$128,700.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated cash flow generated by the properties. The capital expenditures will
be  incurred  only if cash is  available  from  operations  or from  Partnership
reserves.  To the extent that such budgeted capital  improvements are completed,
the Registrant's  distributable  cash flow, if any, may be adversely affected at
least in the short term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness  at Ventura  Landing and Village  Green  Apartments  of  $4,200,000
requires interest only payments with the principal balance due in November 2003.
On December 1, 1999, the Partnership obtained financing on West Chase Apartments
in the amount of  $1,150,000  and as of December 31,  2000,  the balance of this
mortgage is  approximately  $1,125,000.  The loan  matures  December 1, 2019 and
requires  no balloon  payment.  During the year ended  December  31,  2000,  the
Partnership  capitalized  $11,000 of costs relating to this loan which are being
amortized  over the life of the  loan.  The  General  Partner  will  attempt  to
refinance the Partnership's indebtedness and/or sell the properties prior to the
debt's  maturity  dates.  If the  properties  cannot be refinanced or sold for a
sufficient  amount,  the  Registrant  will risk  losing its  properties  through
foreclosure.

During  the  year  ended   December  31,  2000,  the   Partnership   distributed
approximately  $1,086,000  (approximately  $1,069,000 to the limited partners or
$6.74  per  limited   partnership   unit),  of  which   approximately   $436,000
(approximately $419,000 to the limited partners or $2.64 per limited partnership
unit) was  attributable  to cash flow from  operations.  Approximately  $650,000
($4.10 per limited partnership unit) represented 1999 financing proceeds on West
Chase Apartments which was distributed entirely to the limited partners.  During
the year  ended  December  31,  1999,  cash  distributions  were  paid  totaling
approximately  $6,252,000  (approximately  $6,215,000 to the limited partners or
$39.19 per limited  partnership  unit) to the partners,  of which  approximately
$928,000  (approximately  $891,000 to the limited  partners or $5.62 per limited
partnership  unit) was attributable to cash flow from operations.  Approximately
$1,826,000 ($11.51 per limited partnership unit) represented a return of capital
all of which was paid to the limited partners.  Approximately $3,498,000 ($22.06
per  limited  partnership  unit)  represented  sale  proceeds  from  the sale of
Professional Plaza all of which was paid to the limited partners.  Subsequent to
December 31, 2000, the Partnership declared and paid a distribution of cash from
operations  of  approximately  $331,000  (approximately  $312,000 to the limited
partners or $2.00 per limited  partnership unit). Future cash distributions will
depend on the levels of net cash generated from operations,  the availability of
cash  reserves,  the  timing  of  debt  maturities  and  property  sales  and/or
refinancings.  The Partnership's  distribution policy is reviewed on a quarterly
basis.  There can be no assurance that the Partnership will generate  sufficient
funds  from  operations  after  required  capital  expenditures  to  permit  any
additional distributions to its partners in the year 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 78,163 limited partnership
units in the Partnership  representing 49.29% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 49.29% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable  to the  interest of the General  Partner  because of its
affiliation with the General Partner.


<PAGE>


Item 7.     Financial Statements


CONSOLIDATED CAPITAL PROPERTIES III

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2000

      Consolidated  Statements of  Operations - Years ended  December 31, 2000
      and 1999

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2000 and 1999

      Consolidated  Statements  of Cash Flows - Years ended  December 31, 2000
      and 1999

      Notes to Consolidated Financial Statements


<PAGE>


              Report of Ernst & Young LLP, Independent Auditors



The Partners
Consolidated Capital Properties III


We have audited the  accompanying  consolidated  balance  sheet of  Consolidated
Capital  Properties  III as of December 31, 2000,  and the related  consolidated
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the two years in the period ended December 31, 2000. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  Consolidated
Capital Properties III at December 31, 2000, and the consolidated results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2000, in conformity with accounting  principles  generally accepted
in the United States.


                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
March 2, 2001


<PAGE>





                       CONSOLIDATED CAPITAL PROPERTIES III

                           CONSOLIDATED BALANCE SHEET
                       (in thousands, except unit data)

                                December 31, 2000

<TABLE>
<CAPTION>

Assets
<S>                                                             <C>          <C>
   Cash and cash equivalents                                                 $  545
   Receivables and deposits, net of allowance of $10                             72
   Restricted escrows                                                           145
   Other assets                                                                 200
   Investment properties (Notes F and H):
      Land                                                     $  507
      Buildings and related personal property                  10,968
                                                               11,475
      Less accumulated depreciation                            (7,957)        3,518
                                                                            $ 4,480

Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                         $    83
   Tenant security deposit liabilities                                           99
   Other liabilities                                                            172
   Mortgage notes payable (Note F)                                            5,325

Partners' (Deficit) Capital
   General partner                                             $(1,838)
   Limited partners (158,582 units issued and
      outstanding)                                                639        (1,199)
                                                                            $ 4,480

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       (in thousands, except unit data)


<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              2000         1999
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 2,906      $ 2,865
   Other income                                                  233          244
      Total revenues                                           3,139        3,109

Expenses:
   Operating                                                   1,435        1,497
   General and administrative                                    349          360
   Depreciation                                                  559          468
   Interest                                                      437          339
   Property taxes                                                182          181
      Total expenses                                           2,962        2,845

Income before discontinued operations                            177          264
Income from discontinued operations (Note C)                      --          167
Gain on sale of discontinued operations (Note C)                  --        2,132

Net income                                                    $ 177       $ 2,563

Net income allocated to general partner (4%)                   $ 7        $   103
Net income allocated to limited partners (96%)                   170        2,460
                                                              $ 177       $ 2,563
Per limited partnership unit:
Income before discontinued operations                        $ 1.07       $  1.59
Income from discontinued operations                               --         1.01
Gain on sale of discontinued operations                           --        12.91

Net income per limited partnership unit                      $ 1.07       $ 15.51

Distributions per limited partnership unit                   $ 6.74       $ 39.19
         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

       CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                       (in thousands, except unit data)


<TABLE>
<CAPTION>

                                         Limited
                                       Partnership    General     Limited
                                          Units       Partner    Partners     Total

<S>                                      <C>          <C>         <C>        <C>
Original capital contributions           158,945      $     1     $79,473    $79,474

Partners' (deficit) capital
   at December 31, 1998                  158,582      $(1,894)    $ 5,293    $ 3,399

Distributions to partners                                 (37)     (6,215)    (6,252)

Net income for the year ended
   December 31, 1999                          --          103       2,460     2,563

Partners' (deficit) capital at
   December 31, 1999                     158,582       (1,828)      1,538      (290)

Distributions to partners                     --          (17)     (1,069)   (1,086)

Net income for the year
   ended December 31, 2000                    --            7         170       177

Partners' (deficit) capital
   at December 31, 2000                  158,582      $(1,838)     $ 639    $(1,199)

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2000        1999
Cash flows from operating activities:
<S>                                                              <C>         <C>
   Net income                                                    $ 177       $  2,563
   Adjustments to reconcile net income to net
    cash provided by operating activities:
      Depreciation                                                  559           492
      Amortization of lease commissions and loan costs               32            40
      Bad debt                                                       75            53
      Gain on sale of discontinued operations                        --        (2,132)
      Change in accounts:
        Receivables and deposits                                     35           (19)
        Other assets                                                 (5)           11
        Accounts payable                                            (54)          243
        Tenant security deposit liabilities                           2           (43)
        Other liabilities                                           (87)           94

            Net cash provided by operating activities               734         1,302

Cash flows from investing activities:
   Net proceeds from sale of discontinued operations                 --         3,397
   Property improvements and replacements                          (515)         (936)
   Net deposits to restricted escrows                               (12)          (55)

            Net cash (used in) provided by investing
               activities                                          (527)        2,406

Cash flows from financing activities:
   Payment of loan costs                                            (11)          (29)
   Payment on mortgage notes payable                                (25)           --
   Net proceeds from financing of West Chase                         --         1,150
   Distributions to partners                                     (1,086)       (6,252)

            Net cash used in financing activities                (1,122)       (5,131)

Net decrease in cash and cash equivalents                          (915)       (1,423)

Cash and cash equivalents at beginning of the year                1,460         2,883

Cash and cash equivalents at end of year                         $  545       $ 1,460

Supplemental disclosure of cash flow information:
   Cash paid for interest                                        $  397       $  308

Supplemental disclosure of non-cash activity:
   Property improvements and replacements in accounts
    payable                                                       $  --       $  167

         See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>



                       CONSOLIDATED CAPITAL PROPERTIES III

                  NOTES CONSOLIDATED TO FINANCIAL STATEMENTS

                                December 31, 2000


Note A - Organization and Significant Accounting Policies

Organization:   Consolidated   Capital  Properties  III,  a  California  limited
partnership (the  "Partnership" or "Registrant")  was formed on May 22, 1980, to
acquire and operate commercial and residential  properties.  The general partner
responsible  for management of the  Partnership's  business is ConCap  Equities,
Inc. (the "General  Partner" or "CEI").  The General  Partner is a subsidiary of
Apartment Investment and Management Company ("AIMCO") (see "Note B - Transfer of
Control").  The  directors  and  officers of the General  Partner  also serve as
executive  officers  of  AIMCO.  The  Partnership  Agreement  provides  that the
Partnership is to terminate on December 31, 2010 unless terminated prior to such
date. As of December 31, 2000, the Partnership owned two residential  properties
in Florida and one residential property in Kentucky.

At the  time  of the  Partnership's  formation,  Consolidated  Capital  Equities
Corporation ("CCEC"), a Colorado corporation,  was the corporate general partner
and Consolidated  Capital  Management  Company  ("CCMC"),  a California  general
partnership, was the non-corporate general partner. In 1988, through a series of
transactions,  Southmark Corporation ("Southmark") acquired controlling interest
in CCEC. In December 1988, CCEC filed for reorganization under Chapter 11 of the
United  States  Bankruptcy  Code.  As part of CCEC's  reorganization  plan,  CEI
acquired  CCEC's general  partner  interests in the  Partnership and in 15 other
affiliated public limited  partnerships (the "Affiliated  Partnerships") and CEI
replaced CCEC as managing general partner in all 16 partnerships. As part of the
solicitation for approval of CEI as general  partner,  the limited partners also
approved the conversion of CCMC from the general  partner to a limited  partner,
thereby leaving CEI as the sole general partner of the Partnership.

Principles of Consolidation:  The Partnership's financial statements include the
accounts of ConCap Village Green  Associates,  Ltd. The  Partnership  owns a 99%
interest  in this  partnership,  and it has the  ability  to  control  the major
operating  and  financial   policies  of  this  partnership.   All  intercompany
transactions have been eliminated.

Uses of Estimates:  The  preparation of financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Allocation of Profits, Gains, and Losses: The Partnership Agreement provides for
net income and net losses for both  financial and tax  reporting  purposes to be
allocated 96% to the Limited Partners and 4% to the general partner.

Upon  the  sale or  other  disposition,  or  refinancing,  of any  asset  of the
Partnership,  the  distributable  net proceeds  shall be distributed as follows:
First,  to the  partners  in  proportion  to their  interests  until the limited
partners have  received  proceeds  equal to their  original  capital  investment
applicable to the property;  Second,  to the limited  partners until the limited
partners  have  received  distributions  from all  sources  equal  to their  12%
cumulative return; Third,  concurrent with limited partner distributions,  4% to
the general partner  subordinated  and deferred until the limited  partners have
received 100% of their  capital  contributions;  Thereafter,  86% to the limited
partners in proportion to their interests and 14% to the general partner.

Investment   Properties:   Investment  properties  consist  of  three  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate.  In accordance  with  Statement of Financial  Accounting  Standards
("SFAS") No. 121,  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
Costs of investment  properties  that have been  permanently  impaired have been
written down to appraised  value.  No  adjustments  for impairment of value were
recorded in the year ended December 31, 2000 or 1999.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used (1)
for real property over 15 years for additions  prior to March 16, 1984, 18 years
for  additions  after  March 15,  1984 and before May 9, 1985,  and 19 years for
additions  after May 8, 1985,  and before  January 1, 1987, and (2) for personal
property over 5 years for additions prior to January 1, 1987. As a result of the
Tax Reform Act of 1986,  for  additions  after  December 31, 1986,  the modified
accelerated  cost recovery method is used for  depreciation of (1) real property
over 27 1/2 years and (2) personal property additions over 5 years.

Cash and Cash  Equivalents:  Includes  cash on hand,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances include approximately  $424,000 at
December 31, 2000 that are  maintained  by an affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

Restricted Escrows:

     Capital  Improvement  Reserve:  As a result of the  refinancing  of Ventura
     Landing  Apartments  and Village Green  Apartments in 1996,  the properties
     deposited  approximately  $216,000 with the mortgage company to establish a
     capital  reserve  designated for certain capital  improvements.  During the
     year ended December 31, 2000,  all required  improvements  were  completed.
     Accordingly, at December 31, 2000, the balance in this escrow is zero.

     Replacement Reserve: As a result of the 1996 refinancing of Ventura Landing
     Apartments  and Village  Green  Apartments,  each  property  makes  monthly
     deposits to establish and maintain a  replacement  reserve  designated  for
     repairs and  replacements  at the  properties.  At December 31, 2000,  this
     reserve totaled approximately $145,000.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Loan Costs: Loan costs of approximately $255,000, less accumulated  amortization
of approximately  $130,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees  for the  duration  of the  lease  and such  deposits  are  included  in
receivables  and  deposits.  Deposits  are  refunded  when the  tenant  vacates,
provided  the  tenant  has not  damaged  its space and is  current on its rental
payments.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In addition,
the General Partner's policy is to offer rental concessions during  particularly
slow months or in response to heavy  competition from other similar complexes in
the area. Concessions are charged against rental income as incurred.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also establishes  standards
for related disclosures about products and services, geographic areas, and major
customers. See "Note I" for required disclosure.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $64,000  and  $57,000  for the years ended
December 31, 2000 and 1999,  respectively  were charged to operating  expense as
incurred.

Reclassifications:  Certain  reclassifications  have  been  made  to  the  1999
information to conform to the 2000 presentation.  These  reclassifications  had
no impact on net income or partners' (deficit) capital as previously reported.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation.  As a result,  AIMCO  acquired 100%  ownership
interest in the General Partner.  The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

Note C - Discontinued Segment

On July 8, 1999,  Professional Plaza,  located in Salt Lake City, Utah, was sold
to an  unaffiliated  third  party  for  $3,600,000.  After  payment  of  closing
expenses,  the net  proceeds  received  by the  Partnership  were  approximately
$3,397,000.  The sale of the property resulted in a gain on sale of discontinued
operations of approximately $2,132,000.

Professional  Plaza was the only commercial  property owned by the  Partnership.
Due to the sale of this  property,  the results of the  commercial  segment have
been  shown  as  income  from  discontinued  operations  and  gain  on  sale  of
discontinued  operations.  Revenues of this property were approximately $412,000
for 1999. Income from discontinued  operations were  approximately  $167,000 for
1999.

Note D - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Limited  Partnership  Agreement  ("Partnership   Agreement")  provides  for
payments to affiliates of the General Partner for property  management  services
based on a percentage of revenue;  for a partnership  management fee equal to 9%
of the  total  distributions  made to  limited  partners  from  cash  flow  from
operations; and for reimbursements of certain expenses incurred by affiliates of
the General Partner on behalf of the Partnership.

The following  amounts were paid or accrued to the General Partner or affiliates
during each of the years ended December 31, 2000 and 1999, respectively:

<TABLE>
<CAPTION>

                                                                   2000       1999
                                                                   (in thousands)
Property management fees (included in operating expenses
<S>                                                               <C>        <C>
  and income from discontinued operations)                        $ 155      $ 153
Reimbursement for services of affiliates (included in
  investment properties and general and administrative
  expenses)                                                         180        129
Partnership management fees (included in general and
  administrative expenses)                                           41         88
Real estate brokerage commission (included in gain on sale
  of discontinued operations)                                        --        108
Loan costs (included in other assets)                                --         12
</TABLE>

During the years ended  December  31, 2000 and 1999,  affiliates  of the General
Partner were entitled to receive 5% of gross  receipts from all of  Registrant's
residential   properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $155,000 and
$153,000 for the years ended December 31, 2000 and 1999, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $180,000 and $129,000 for the
years ended December 31, 2000 and 1999, respectively.

The Partnership  Agreement  provides for a special management fee equal to 9% of
the  total  distributions  made to the  limited  partners  from  cash  flow from
operations to be paid to the General  Partner for  executive and  administrative
management services. Under this provision of the Partnership Agreement, a fee of
approximately  $41,000 and $88,000  was paid to the General  Partner  during the
years ended December 31, 2000 and 1999, respectively.

Pursuant  to the  Partnership  Agreement,  the  General  Partner is  entitled to
receive a  commission  equal to 3% of the  aggregate  disposition  price of sold
properties. The Partnership paid a commission of $108,000 to the General Partner
related to the sale of Professional Plaza in 1999. This amount is subordinate to
the limited  partners  receiving  their original  capital  contributions  plus a
cumulative   preferred  return  of  6%  per  annum  of  their  adjusted  capital
investment,  as defined in the Partnership  Agreement.  If the limited  partners
have not received  these returns when the  Partnership  terminates,  the General
Partner will return this amount to the Partnership.

In connection with the financing of West Chase  Apartments in December 1999, the
Partnership paid a brokerage fee of approximately  $12,000 to an affiliate.  The
brokerage fee is included in other assets on the consolidated  balance sheet and
is being amortized on a straight-line basis over the life of the loan.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 78,163 limited partnership
units in the Partnership  representing 49.29% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 49.29% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable  to the  interest of the General  Partner  because of its
affiliation with the General Partner.

Note E - Distributions

During  the  year  ended   December  31,  2000,  the   Partnership   distributed
approximately  $1,086,000  (approximately  $1,069,000 to the limited partners or
$6.74  per  limited   partnership   unit),  of  which   approximately   $436,000
(approximately $419,000 to the limited partners or $2.64 per limited partnership
unit) was  attributable  to cash flow from  operations.  Approximately  $650,000
($4.10 per limited partnership unit) represented 1999 financing proceeds on West
Chase Apartments which was distributed entirely to the limited partners.  During
the year  ended  December  31,  1999,  cash  distributions  were  paid  totaling
approximately  $6,252,000  (approximately  $6,215,000 to the limited partners or
$39.19 per limited  partnership  unit) to the partners,  of which  approximately
$928,000  (approximately  $891,000 to the limited  partners or $5.62 per limited
partnership  unit) was attributable to cash flow from operations.  Approximately
$1,826,000 ($11.51 per limited partnership unit) represented a return of capital
all of which was paid to the limited partners.  Approximately $3,498,000 ($22.06
per  limited  partnership  unit)  represented  sale  proceeds  from  the sale of
Professional Plaza all of which was paid to the limited partners.  Subsequent to
December 31, 2000, the Partnership declared and paid a distribution of cash from
operations  of  approximately  $331,000  (approximately  $312,000 to the limited
partners or $2.00 per limited partnership unit).


<PAGE>



Note F - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:
<TABLE>
<CAPTION>

                             Principal   Monthly                          Principal
                            Balance At   Payment     Stated                Balance
                             December   Including   Interest  Maturity      Due At
    Property                31, 2000    Interest     Rate      Date       Maturity
                                (in thousands)                          (in thousands)

<S>                           <C>          <C>        <C>        <C>         <C>
Ventura Landing Apartments    $2,200       $  13      7.33%      11/03       $2,200
Village Green Apartments       2,000          12      7.33%      11/03        2,000
West Chase Apartments          1,125          10      7.87%      12/19            9
      Total                   $5,325       $  35                             $4,209
</TABLE>

The Partnership capitalized  approximately $11,000 of loan costs during the year
ended  December 31, 2000 related to the  December  1999  financing of West Chase
Apartments.  These loan costs are included in other  assets on the  consolidated
balance sheet.

The  mortgage  notes  payable are  nonrecourse  and are secured by pledge of the
Partnership's  properties and by pledge of revenues from the  respective  rental
properties.  Also,  the loans  require  prepayment  penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2000 are as follows (in thousands):

                               2001            $   27
                               2002                29
                               2003             4,231
                               2004                34
                               2005                36
                            Thereafter            968

                                               $5,325


<PAGE>



Note G - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, no provision for income taxes is made in the consolidated financial
statements of the  Partnership.  Taxable  income or loss of the  Partnership  is
reported in the income tax returns of its partners.

The  following is a  reconciliation  of reported net income and Federal  taxable
income (in thousands, except per unit data):

                                          2000          1999

Net income as reported                    $ 177        $2,563
Add (deduct):
     Deferred revenue and other
       liabilities                           27            17
     Depreciation differences               (37)           21
     Accrued expenses                        --            20
     Gain on sale of discontinued
       operations                            --          (355)
     Other                                  (10)          (17)
Federal taxable income                   $  157        $2,249
Federal taxable income per
     limited partnership unit            $ 0.61        $13.61

The following is a reconciliation between the Partnership's reported amounts and
Federal  tax  basis  of net  (liabilities)  assets  at  December  31,  2000  (in
thousands):

Net liabilities as reported                           $ (1,199)
Differences in basis of assets and liabilities
   Investment properties at cost                         3,552
   Accumulated depreciation                               (247)
   Other assets and liabilities                            185
   Syndication costs                                     8,692

Net assets - Federal tax basis                        $ 10,983


<PAGE>




Note H - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                             Initial Cost
                                            To Partnership
                                            (in thousands)

                                                     Buildings            Cost
                                                    and Related       Capitalized
                                                      Personal       Subsequent to
    Description        Encumbrances       Land        Property        Acquisition
                      (in thousands)                                 (in thousands)

<S>                      <C>             <C>          <C>               <C>
Ventura Landing          $ 2,200         $  282       $ 3,754           $ 1,628
Village Green              2,000            125         2,375               790
West Chase                 1,125            100         1,702               719

       Totals            $ 5,325         $ 507        $ 7,831           $ 3,137
</TABLE>

<TABLE>
<CAPTION>

                    Gross Amount At Which Carried
                         At December 31, 2000
                            (in thousands)

                              Buildings
                             And Related
                              Personal                Accumulated      Date    Depreciable
   Description       Land     Property      Total    Depreciation    Acquired   Life-Years
                                                    (in thousands)

<S>                 <C>        <C>         <C>          <C>          <C>           <C>
Ventura Landing     $  282     $ 5,382     $ 5,664      $ 4,645      10/07/81      5-19
Village Green          125       3,165       3,290        1,750      12/20/91      3-15
West Chase             100       2,421       2,521        1,562      09/17/90      5-15

      Totals        $  507     $10,968     $11,475      $ 7,957
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":


                                                Years Ended December 31,
                                                  2000            1999
                                                     (in thousands)
Real Estate
Balance at beginning of year                    $11,127          $14,589
    Property improvements                           348              936
    Sale of discontinued operations                  --           (4,398)
Balance at end of year                          $11,475          $11,127

Accumulated Depreciation
Balance at beginning of year                    $ 7,398          $10,089
    Additions charged to expense                    559              492
    Sale of discontinued operations                  --           (3,183)
Balance at end of year                          $ 7,957          $ 7,398


The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000 and 1999,  is  approximately  $15,027,000  and  $14,502,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2000 and 1999,  is  approximately  $8,204,000  and  $7,608,000,
respectively.


<PAGE>


Note I - Segment Reporting

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  had  two  reportable  segments:   residential  properties  and
commercial properties.  The Partnership's  residential property segment consists
of three apartment complexes, one each in Orlando,  Florida;  Altamonte Springs,
Florida;  and Lexington,  Kentucky.  The  Partnership  rents  apartment units to
tenants for terms that are typically twelve months or less. On July 8, 1999, the
Partnership's  only  commercial   property  was  sold  to  an  unrelated  party.
Therefore,  the commercial segment is reflected as discontinued  operations (see
"Note C" for further discussion regarding the sale).

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segments are  investment  properties  that offer
different  products  and  services.  The  reportable  segments  are each managed
separately  because they  provide  distinct  services  with  different  types of
products and customers.

Segment information for the years 2000 and 1999 is shown in the tables below (in
thousands). The "Other" Column includes Partnership administration related items
and income and expense not allocated to the reportable segment.

2000                                Residential    Other     Totals

Rental income                          $2,906       $ --     $2,906
Other income                              218          15       233
Interest expense                          437          --       437
Depreciation                              559          --       559
General and administrative
  expenses                                 --         349       349
Segment profit (loss)                     511        (334)      177
Total assets                            4,369         111     4,480
Capital expenditures                      348          --       348

<TABLE>
<CAPTION>

1999                                Residential     Commercial      Other     Totals
                                                  (discontinued)
<S>                                    <C>             <C>           <C>      <C>
Rental income                          $2,865          $  --         $ --     $2,865
Other income                              184             --            60       244
Interest expense                          339             --            --       339
Depreciation                              468             --            --       468
General and administrative
  expense                                  --             --           360       360
Income from discontinued
  operations                               --            167            --       167
Gain on sale of discontinued
  operations                               --          2,132            --     2,132
Segment profit (loss)                     564          2,299          (300)    2,563
Total assets                            4,475             21         1,224     5,720
Capital expenditures                      894             42            --       936
</TABLE>

Note J - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   its  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the  Insignia  affiliates;  and the Insignia  Merger.  The
plaintiffs  seek  monetary  damages and  equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended complaint. The General Partner does not anticipate that costs associated
with this case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.


<PAGE>




Item 8.     Changes in and  Disagreements  with  Accountants on Accounting and
            Financial Disclosure

            None.


<PAGE>


                                    PART III

Item 9.     Directors,  Executive  Officers,  Promoters  and Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

The  Registrant  has  no  officers  or  director.  The  General  Partner  of the
Registrant  is  ConCap  Equities,  Inc.  The  names  and ages of, as well as the
positions  and offices  held by, the  executive  officers  and  directors of the
General Partner are set forth below. There are no family  relationships  between
or among any officers or directors.

Name                        Age    Position

Patrick J. Foye              43    Executive Vice President and Director

Martha L. Long               41    Senior Vice President and Controller

Patrick J. Foye has been  Executive Vice President and Director of the General
Partner  since  October  1,  1998.  Mr.  Foye has  served  as  Executive  Vice
President  of AIMCO  since May 1998.  Prior to joining  AIMCO,  Mr. Foye was a
partner in the law firm of Skadden,  Arps, Slate, Meagher & Flom LLP from 1989
to 1998 and was Managing Partner of the firm's  Brussels,  Budapest and Moscow
offices from 1992 through 1994.  Mr. Foye is also Deputy  Chairman of the Long
Island  Power  Authority  and  serves  as a  member  of  the  New  York  State
Privatization  Council.  He received a B.A.  from  Fordham  College and a J.D.
from Fordham University Law School.

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner since October 1998 as a result of the acquisition of Insignia  Financial
Group, Inc. As of February 2001, Ms. Long was also appointed head of the service
business for AIMCO.  From June 1994 until January 1997,  she was the  Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act:  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity  of  those  audited  financial  statements  with  generally  accepted
accounting  principles,  their  judgments  as  to  the  quality,  not  just  the
acceptability, of the Partnership's accounting principles and such other matters
as are required to be discussed with the Audit Committee or its equivalent under
generally  accepted  auditing  standards.   In  addition,  the  Partnership  has
discussed  with  the  independent  auditors  the  auditors'   independence  from
management and the Partnership  including the matters in the written disclosures
required by the Independence Standards Board and considered the compatibility of
non-audit services with the auditors' independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner has approved the  inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2000 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for the current fiscal year.
Fees for the last  fiscal  year were  annual  audit  services  of  approximately
$42,000  and  non-audit  services  (principally  tax-related)  of  approximately
$20,000.

Item 10.    Executive Compensation

None  of  the  directors  and  officers  of the  General  Partner  received  any
remuneration from the Registrant.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2000.


              Entity                      Number of Units             Percentage

Cooper River Properties, LLC
  (an affiliate of AIMCO)                    17,056.00                  10.75%
Insignia Properties LP
  (an affiliate of AIMCO)                    39,831.50                  25.12%
AIMCO Properties LP
  (an affiliate of AIMCO)                    21,275.50                  13.42%

Cooper River Properties LLC and Insignia Properties LP are indirectly ultimately
owned by AIMCO.  Their business address is 55 Beattie Place,  Greenville,  South
Carolina 29602.

AIMCO Properties is indirectly  ultimately  controlled by AIMCO and its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

No director or officer of the General Partner owns any Units.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Limited  Partnership  Agreement  ("Partnership   Agreement")  provides  for
payments to affiliates of the General Partner for property  management  services
based on a percentage of revenue;  for a partnership  management fee equal to 9%
of the  total  distributions  made to  limited  partners  from  cash  flow  from
operations; and for reimbursements of certain expenses incurred by affiliates of
the General Partner on behalf of the Partnership.



<PAGE>


The following  amounts were paid or accrued to the General Partner or affiliates
during each of the years ended December 31, 2000 and 1999, respectively:

<TABLE>
<CAPTION>

                                                                  2000      1999
                                                                  (in thousands)

<S>                                                               <C>       <C>
 Property management fees                                         $ 155     $ 153
 Reimbursement for services of affiliates                           180       129
 Partnership management fees                                         41        88
 Real estate brokerage commission                                    --       108
 Loan costs                                                          --        12
</TABLE>

During the years ended  December  31, 2000 and 1999,  affiliates  of the General
Partner were entitled to receive 5% of gross  receipts from all of  Registrant's
residential   properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $155,000 and
$153,000 for the years ended December 31, 2000 and 1999, respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative expenses amounting to approximately $180,000 and $129,000 for the
year ended December 31, 2000 and 1999, respectively.

The Partnership  Agreement  provides for a special management fee equal to 9% of
the  total  distributions  made to the  limited  partners  from  cash  flow from
operations to be paid to the General  Partner for  executive and  administrative
management services. Under this provision of the Partnership Agreement, a fee of
approximately  $41,000 and $88,000  was paid to the General  Partner  during the
year ended December 31, 2000 and 1999, respectively.

Pursuant  to the  Partnership  Agreement,  the  General  Partner is  entitled to
receive a  commission  equal to 3% of the  aggregate  disposition  price of sold
properties. The Partnership paid a commission of $108,000 to the General Partner
related to the sale of Professional Plaza in 1999. This amount is subordinate to
the limited  partners  receiving  their original  capital  contributions  plus a
cumulative   preferred  return  of  6%  per  annum  of  their  adjusted  capital
investment,  as defined in the Partnership  Agreement.  If the limited  partners
have not received  these returns when the  Partnership  terminates,  the General
Partner will return this amount to the Partnership.

In connection with the financing of West Chase  Apartments in December 1999, the
Partnership paid a brokerage fee of approximately  $12,000 to an affiliate.  The
brokerage fee is included in other assets on the consolidated  balance sheet and
is being amortized on a straight-line basis over the life of the loan.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates  currently own 78,163 limited partnership
units in the Partnership  representing 49.29% of the outstanding units. A number
of these  units were  acquired  pursuant  to tender  offers made by AIMCO or its
affiliates.  It is possible that AIMCO or its  affiliates  will make one or more
additional offers to acquire  additional  limited  partnership  interests in the
Partnership  for cash or in exchange for units in the operating  partnership  of
AIMCO. Under the Partnership  Agreement,  unitholders  holding a majority of the
Units are  entitled to take action with  respect to a variety of matters,  which
would  include  without   limitation,   voting  on  certain  amendments  to  the
Partnership  Agreement and voting to remove the General Partner.  As a result of
its  ownership  of 49.29% of the  outstanding  units,  AIMCO is in a position to
significantly  influence all voting  decisions  with respect to the  Registrant.
When voting on matters, AIMCO would in all likelihood vote the Units it acquired
in a manner  favorable  to the  interest of the General  Partner  because of its
affiliation with the General Partner.


<PAGE>


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K:

            No reports on Form 8-K were filed during the fourth quarter of 2000.


<PAGE>


                                   SIGNATURES



In  accordance  with  Section 13 or 15(d) of the Exchange  Act,  the  Registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    CONSOLIDATED CAPITAL PROPERTIES III


                                    By:   CONCAP EQUITIES, INC.
                                          General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                      Date: March 29, 2001


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
date indicated.

/s/Patrick J. Foye          Executive Vice President      Date: March 29, 2001
Patrick J. Foye             and Director


/s/Martha L. Long           Senior Vice President         Date: March 29, 2001
Martha L. Long              and Controller





<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

      2.1         Agreement  and Plan of Merger,  dated as of October 1, 1998 by
                  and  between  AIMCO  and IPT;  incorporated  by  reference  to
                  Exhibit 2.1 filed with Registrant's Current Report on Form 8-K
                  dated October 1, 1998.

      3           Certificate  of  Limited  Partnership,  as  amended  to  date.
                  (Incorporated  by reference to the Annual  Report on Form 10-K
                  for the year ended December 31, 1991).

      10.1        Property  Management  Agreement  No. 104 dated  October  23,
                  1990, by and between the Partnership and CCEC  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1990).

      10.2        Property  Management  Agreement  No. 204 dated  October  23,
                  1990, by and between the Partnership and CCEC  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1990).

      10.3        Property  Management  Agreement  No. 305 dated  October  23,
                  1990, by and between the Partnership and CCEC  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1990).

      10.4        Property  Management  Agreement  No., 402 dated  October 23,
                  1990, by and between the Partnership and CCEC  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1990).

      10.5        Bill of Sale and  Assignment  dated  October 23, 1990,  by and
                  between  CCEC and ConCap  Services  Company  (Incorporated  by
                  reference to the Quarterly Report on Form 10-Q for the quarter
                  ended September 30, 1990).

      10.6        Assignment and Assumption Agreement dated October 23, 1990, by
                  and between  CCEC and ConCap  Management  Limited  Partnership
                  ("CCMLP")  (Incorporated  by reference to the Quarterly Report
                  on Form 10-Q for the quarter ended September 30, 1990).

      10.7        Assignment  and  Agreement as to Certain  Property  Management
                  Services  dated  October 23,  1990,  by and between  CCMLP and
                  ConCap  Capital  Company  (Incorporated  by  reference  to the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.8        Assignment and Assumption Agreement dated October 23, 1990, by
                  and between CCMLP and The Hayman Group (100 Series of Property
                  Management  Contracts),  (Incorporated  by  reference  to  the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.9        Assignment and Assumption Agreement dated October 23, 1990, by
                  and between  CCMLP and  Horn-Barlow  Companies  (200 Series of
                  Property Management  Contracts)  (Incorporated by reference to
                  the Annual Report on Form 10-K for the year ended December 31,
                  1991).

      10.10       Assignment and Assumption  Agreement dated October 23, 1990,
                  by and between CCMLP and Metro  ConCap,  Inc. (300 Series of
                  Property Management  Contracts).  (Incorporated by reference
                  to the  Annual  Report  on  Form  10-K  for the  year  ended
                  December 31, 1991).

      10.11       Assignment and Assumption Agreement dated October 23, 1990, by
                  and  between   R&B  Realty   Group  (400  Series  of  Property
                  Management  Contracts).  (Incorporated  by  reference  to  the
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  1991).

      10.12       Assignment  and Assumption  Agreement  dated August 1, 1991,
                  by and between R & B Arizona Management Company,  Inc. and R
                  & B Apartment  Management  Company,  Inc.  (Incorporated  by
                  reference  to the  Annual  Report  on Form 10-K for the year
                  ended December 31, 1991).

      10.13       Assignment  and  Assumption  Agreement  dated  September  1,
                  1991,   by  and   between  the   Partnership   and  CCP  III
                  Associates,    Ltd.    (Property    Agreement    No.   305).
                  (Incorporated  by  reference  to the  Annual  Report on Form
                  10-K for the year ended December 31, 1991).

      10.14       Assignment  and  Assumption  Agreement  dated  September  1,
                  1991,   by  and   between  the   Partnership   and  CCP  III
                  Associates,    Ltd.    (Property    Agreement    No.   104).
                  (Incorporated  by  reference  to the  Annual  Report on Form
                  10-K for the year ended December 31, 1991).

      10.15       Assignment  and  Assumption  Agreement  dated  September  1,
                  1991,   by  and   between  the   Partnership   and  CCP  III
                  Associates,    Ltd.    (Property    Agreement    No.   204).
                  (Incorporated  by  reference  to the  Annual  Report on Form
                  10-K for the year ended December 31, 1991).

      10.16       Construction  Management  Cost  Reimbursement  Agreement dated
                  January  1,  1991,   by  and  between  the   Partnership   and
                  Horn-Barlow    Companies   (the   "Horn-Barlow    Construction
                  Management Agreement").

      10.17       Assignment  and  Assumption  Agreement  dated  September  1,
                  1991, by and between CCP III Associates,  Ltd.  (Horn-Barlow
                  Construction   Management   Agreement).   (Incorporated   by
                  reference  to the  Annual  Report  on Form 10-K for the year
                  ended December 31, 1991).

      10.18       Construction  Management Cost Reimbursement  Agreement dated
                  January 1, 1991,  by and between the  Partnership  and Metro
                  ConCap,   Inc.   (the   "Metro    Construction    Management
                  Agreement").   (Incorporated  by  reference  to  the  Annual
                  Report on Form 10-K for the year ended December 31, 1991).

      10.19       Assignment  and  Assumption  Agreement  dated  September  1,
                  1991,   by  and   between  the   Partnership   and  CCP  III
                  Associates,  Ltd. (Metro Construction Management Agreement).
                  (Incorporated  by  reference  to the  Annual  Report on Form
                  10-K for the year ended December 31, 1991).

      10.20       Construction  Management  Cost  Reimbursement  Agreement dated
                  January 1, 1991, by and between the Partnership and The Hayman
                  Company  (the  "Hayman  Construction  Management  Agreement").
                  (Incorporated  by reference to the Annual  Report on Form 10-K
                  for the year ended December 31, 1991).

      10.21       Assignment  and  Assumption  Agreement  dated  September  1,
                  1991,   by  and   between  the   Partnership   and  CCP  III
                  Associates,    Ltd.    (Hayman    Construction    Management
                  Agreement).  (Incorporated by reference to the Annual Report
                  on Form 10-K for the year ended December 31, 1991).

      10.22       Construction  Management  Cost  Reimbursement  Agreement dated
                  January 1, 1991,  by and  between  the  Partnership  and R & B
                  Apartment Management Company (Incorporated by reference to the
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  1991).

      10.23       Investor  Services  Agreement  dated  October 23, 1990, by and
                  between the Partnership and CCEC (Incorporated by reference to
                  the  Quarterly  Report  on Form  10-Q  for the  quarter  ended
                  September 30, 1990).



<PAGE>


      10.24       Assignment  and  Assumption   Agreement   (Investor   Services
                  Agreement)  dated  October 23,  1990,  by and between CCEC and
                  ConCap  Services  Company.  (Incorporated  by reference to the
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  1990).

      10.25       Letter of Notice dated  December 20,  1991,  from  Partnership
                  Services, Inc. ("RSI") to the Partnership regarding the change
                  in  ownership  and  dissolution  of  ConCap  Services  Company
                  whereby   PSI  assumed  the   Investor   Services   Agreement.
                  (Incorporated  by reference to the Annual  Report on Form 10-K
                  for the year ended December 31, 1991).

      10.26       Financial  Services  Agreement  dated October 23, 1990, by and
                  between the Partnership and CCEC (Incorporated by reference to
                  the  Quarterly  Report  on Form  10-Q  for the  quarter  ended
                  September 30, 1990).

      10.27       Assignment  and  Assumption   Agreement   (Financial  Services
                  Agreement)  dated  October 23,  1990,  by and between CCEC and
                  ConCap  Capital  Company  (Incorporated  by  reference  to the
                  Quarterly  Report on Form 10-Q for the quarter ended September
                  30, 1990).

      10.28       Letter of Notice  dated  December  20,  1991,  from PSI to the
                  Partnership  regarding the change in ownership and dissolution
                  of ConCap  Capital  Company  whereby PSI assumed the Financial
                  Services  Agreement.  (Incorporated by reference to the Annual
                  Report on Form 10-K for the year ended December 31, 1991).

      10.29       Property  Management  Agreement  No. 416 dated May 13, 1993,
                  by and  between the  Partnership  and  Coventry  Properties,
                  Inc.  (Incorporated  by reference to the Quarterly Report on
                  Form 10-Q for the quarter ended September 30, 1993).

      10.30       Assignment and  Assumption  Agreement  (Property  Management
                  Agreement  No.  416)  dated  May 13,  1993,  by and  between
                  Coventry   Properties,   Inc.,   R&B  Apartment   Management
                  Company, Inc. and Partnership Services,  Inc.  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1993).

      10.31       Assignment and Agreement as to Certain  Property  Management
                  Services  dated  May  13,  1993,  by  and  between  Coventry
                  Properties,    Inc.   and   Partnership    Services,    Inc.
                  (Incorporated  by reference to the Quarterly  Report on Form
                  10-Q for the quarter ended September 30, 1993).

      10.32       Property  Management  Agreement No, 418 dated May 13, 1993, by
                  and between the  Partnership  and  Coventry  Properties,  Inc.
                  (Incorporated  by  reference to the  Quarterly  Report on Form
                  10-Q for the quarter ended September 30, 1993).

      10.33       Assignment and  Assumption  Agreement  (Property  Management
                  Agreement  No.  418)  dated  May 13,  1993,  by and  between
                  Coventry   Properties,   Inc.,   R&B  Apartment   Management
                  Company, Inc. and Partnership Services,  Inc.  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1993).

      10.34       Assignment and Agreement as to Certain  Property  Management
                  Services  dated  May  13,  1993,  by  and  between  Coventry
                  Properties,    Inc.   and   Partnership    Services,    Inc.
                  (Incorporated  by reference to the Quarterly  Report on Form
                  10-Q for the quarter ended September 30, 1993).

      10.35       Property Management  Agreement No, 426 dated June 30, 1993, by
                  and between the  Partnership  and  Coventry  Properties,  Inc.
                  (Incorporated  by  reference to the  Quarterly  Report on Form
                  10-Q for the quarter ended September 30, 1993).

      10.36       Assignment and  Assumption  Agreement  (Property  Management
                  Agreement  No.  426) dated  June 30,  1993,  by and  between
                  Coventry   Properties,   Inc.,   R&B  Apartment   Management
                  Company, Inc. and Partnership Services,  Inc.  (Incorporated
                  by  reference to the  Quarterly  Report on Form 10-Q for the
                  quarter ended September 30, 1993).

      10.37       Assignment and Agreement as to Certain  Property  Management
                  Services  dated  June  30,  1993,  by and  between  Coventry
                  Properties,    Inc.   and   Partnership    Services,    Inc.
                  (Incorporated  by reference to the Quarterly  Report on Form
                  10-Q for the quarter ended September 30, 1993).

      10.38       Property  Management  Agreement  No. 510 dated June 1, 1993,
                  by and  between the  Partnership  and  Coventry  Properties,
                  Inc.

      10.39       Property  Management  Agreement  No.  510A dated  August 18,
                  1993,   by  and  between  the   Partnership   and   Coventry
                  Properties, Inc.

      10.40       Assignment and Agreement as to Certain  Property  Management
                  Services  dated  November 17, 1993, by and between  Coventry
                  Properties, Inc. and Partnership Services, Inc.

      10.41       Property  Management  Agreement  No. 511 dated June 1, 1993,
                  by and between the Partnership and Coventry Properties, Inc.

      10.42       Assignment and Agreement as to Certain  Property  Management
                  Services  dated  November 17, 1993, by and between  Coventry
                  Properties, Inc. and Partnership Services, Inc.

      10.43       Property  Management  Agreement  No. 512 dated June 1, 1993,
                  by and between the Partnership and Coventry Properties, Inc.

      10.44       Assignment and Agreement as to Certain  Property  Management
                  Services  dated  November 17, 1993, by and between  Coventry
                  Properties, Inc. and Partnership Services, Inc.

      10.45       Stock and Asset Purchase  Agreement,  dated December 8, 1994
                  (the "Gordon Agreement"),  among MAE-ICC,  Inc. ("MAE-ICC"),
                  Gordon  Realty  Inc.  ("Gordon"),  GII  Realty,  Inc.  ("GII
                  Realty"),  and  certain  other  parties.   (Incorporated  by
                  reference to Form 8-K dated December 8, 1994).

      10.46       Exercise of the Option (as  defined in the Gordon  Agreement),
                  dated   December   8,  1994,   between   MAE-ICC  and  Gordon.
                  (Incorporated  by  reference  to Form 8-K  dated  December  8,
                  1994).

      10.47       Multifamily  Noted dated  November 14, 1996 between CCP III,
                  a  California  limited  partnership,   and  Lehman  Brothers
                  Holding,  Inc.  d/b/a Lehman  Capital,  A Division of Lehman
                  Brothers Holdings Inc.

      10.48       Multifamily  Noted dated  November 14, 1996 between CCP III,
                  a  California  limited  partnership,   and  Lehman  Brothers
                  Holding,  Inc.  d/b/a Lehman  Capital,  A Division of Lehman
                  Brothers Holdings Inc.

      10.49       Purchase and Sale Contract  between  Registrant  and Goodman
                  Financial Services,  Inc., a Washington  Corporation,  dated
                  May 5, 1999 (sale of  Professional  Plaza - incorporated  by
                  reference to Form 8-K dated July 8, 1999).

      10.50       Multifamily  Note dated  December  1, 1999  between CCP III, a
                  California limited  partnership,  and GMAC Commercial Mortgage
                  Corporation  (West Chase  Apartments note is filed with 10-KSB
                  dated December 31, 1999).

      11          Statement  regarding  computation  of Net Income per Limited
                  Partnership  Unit  (Incorporated  by  reference to Note 1 of
                  Item 8 - Financial Statements of this Form 10-K).

      16.1        Letter,  dated  August  12,  1992,  from  Ernst & Young to the
                  Securities  and  Exchange   Commission   regarding  change  in
                  certifying accountant.  (Incorporated by reference to Form 8-K
                  dated August 6, 1992).

      16.2        Letter  dated  May  9,  1995  from  the  Registrant's   former
                  independent  accountant  regarding  its  concurrence  with the
                  statements  made by the  Registrant  regarding a change in the
                  certifying accountant.  (Incorporated by reference to Form 8-K
                  dated May 3, 1995).

      19.1        Modified  First  Amended  Plan of  Reorganization  for CCP/III
                  Associates,  Ltd.,  dated and filed  March  24,  1992,  in the
                  United States  Bankruptcy  Court for the Northern  District of
                  Texas,  Dallas  Division.  (Incorporated  by  reference to the
                  Annual  Report on Form 10-K for the year  ended  December  31,
                  1992).

      19.2        Modified   First  Amended   Disclosure   Statement  for  the
                  Modified  First Amended Plan of  Reorganization  for CCP/III
                  Associates,  Ltd.,  dated and filed March 24,  1992,  in the
                  United States  Bankruptcy Court for the Northern District of
                  Texas,  Dallas  Division.  (Incorporated by reference to the
                  Annual  Report on Form 10-K for the year ended  December 31,
                  1992).

      19.3        First   Modification   to  Modified   First  Amended  Plan  of
                  Reorganization for CCP/III  Associates,  Inc., dated and filed
                  April 22, 1992, in the United States  Bankruptcy Court for the
                  Northern District of Texas, Dallas Division.  (Incorporated by
                  reference to the Annual Report on Form 10-K for the year ended
                  December 31, 1992).

      19.4        Second   Modification   to  Modified  First  Amended  Plan  of
                  Reorganization for CCP/III  Associates,  Inc., dated and filed
                  April 29, 1992, in the United States  Bankruptcy Court for the
                  Northern District of Texas, Dallas Division.  (Incorporated by
                  reference to the Annual Report on Form 10-K for the year ended
                  December 31, 1992).

      19.5        Third   Modification   to  Modified   First  Amended  Plan  of
                  Reorganization for CCP/III  Associates,  Inc., dated and filed
                  April 29, 1992, in the United States  Bankruptcy Court for the
                  Northern District of Texas, Dallas Division.  (Incorporated by
                  reference to the Annual Report on Form 10-K for the year ended
                  December 31, 1992).