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, 1997

[ ]  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.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                    29602
(Address of principal executive offices)                        (Zip Code)

                   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 Interest
                               (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 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:  $3,740,000

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 a specified date within the past 60 days.  Market value
information for the Registrant's partnership interests is not available.  Should
a trading market develop for these interests, it is the General Partner's belief
that the aggregate market value of the voting partnership's interest would not
exceed $25,000,000.

                                       PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Consolidated Capital Properties III (the "Registrant" or "Partnership") was
organized on May 22, 1980, as a limited partnership under the California Uniform
Limited Partnership Act. On November 25, 1980, the Partnership registered with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933 (File No. 2-68018) and commenced a public offering for sale of $60,000,000
of Units, with the general partner's right to increase the offering to
$120,000,000.  The Units represent equity interests in the Partnership and
entitle the holders thereof to participate in certain allocations and
distributions of the Partnership.  The Partnership subsequently filed a Form 8-A
Registration Statement with the SEC and registered its units under the
Securities Exchange Act of 1934 (File No. 0-10273) in March 1982. 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.  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.

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.

The general partner of the Partnership is ConCap Equities, Inc., a Delaware
corporation (the "General Partner" or "CEI").  The principal place of business
for the Partnership and for the General Partner is One Insignia Financial Plaza,
Greenville, South Carolina  29602.

The Partnership's primary business and only industry segment is real estate
related operations.  The Partnership was formed to acquire, own, operate and
ultimately dispose of income-producing real properties for the benefit of its
partners.  At December 31, 1997, the Partnership owns four properties as
described in "Item 2 - Description of Property".  Prior to 1997, the Partnership
disposed of twenty-six properties, two of which were reacquired through
foreclosure.

The real estate business is highly competitive.  The Registrant's real property
investments are subject to competition from similar types of properties in the
vicinities in which they are located, and the Partnership is not a significant
factor in its industry.  In addition, various limited partnerships have been
formed by related parties to engage in businesses which may be competitive with
the Registrant.

The Registrant has no employees.  Management and administrative services are
performed by affiliates of Insignia Financial Group, Inc. ("Insignia"), an
affiliate of the General Partner.  The property manager is responsible for the
day-to-day operations of each property.  The General Partner has also selected
affiliates of Insignia to provide real estate advisory and asset management
services to the Partnership.  As advisor, such affiliates provide all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing.  For further
discussion of property and partnership management, see "Item 12".

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.

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, 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.  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.

Prior to December 1994, all of CEI's outstanding stock was owned by GII Realty,
Inc. In December 1994, the parent of GII Realty, Inc., entered into a
transaction (the "Insignia Transaction") in which an affiliate of Insignia
acquired an option (exercisable in whole or in part from time to time) to
purchase all of the stock of GII Realty, Inc. and, pursuant to a partial
exercise of such option, acquired 50.5% of that stock.  As a part of the
Insignia Transaction, the Insignia affiliate also acquired all of the
outstanding stock of Partnership Services, Inc., an asset management entity, and
Insignia acquired all of the outstanding stock of Coventry
Properties, Inc., a property management entity.  In addition, confidentiality,
non-competition, and standstill  arrangements were entered into between certain
of the parties.  Those arrangements, among other things, prohibit GII Realty's
former sole shareholder from purchasing Partnership Units for a period of three
years.  On October 24, 1995, the Insignia affiliate exercised the remaining
portion of its option to purchase all of the remaining outstanding capital stock
of GII Realty, Inc.   As of December 31, 1997, Insignia Properties Trust ("IPT")
owns 100% of the outstanding stock of CEI.  At December 31, 1997, Insignia
Properties L.P., an affiliate of Insignia, owned 39,644 Units of the
Partnership.

ITEM 2.  DESCRIPTION OF PROPERTY

The Partnership originally acquired twenty-eight properties, of which twenty-
five were disposed of in years prior to 1996, and subsequently reacquired two of
these properties through foreclosure on notes receivable.  One property was
relinquished through a foreclosure during 1996, thus, at December 31, 1997, the
Partnership held four income-producing properties, including one office building
and three apartment complexes.
The following table sets forth the Partnership's remaining investments in
properties:

                                 Date of
Property                        Purchase   Type of Ownership         Use

Professional Plaza              03/03/81   Fee ownership          Office Bldg. -
 Office Building                                                  79,000 sq.ft.
 Salt Lake City, Utah

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

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

West Chase Apartments           09/17/90   Fee ownership          Apartment -
 Lexington, Kentucky                                              120 units




SCHEDULE OF PROPERTIES (IN THOUSANDS):

<TABLE>
<CAPTION>
                         Gross
                        Carrying    Accumulated     Useful                 Federal
Property                 Value      Depreciation     Life       Method    Tax Basis
<S>                    <C>          <C>          <C>             <C>      <C>
Professional Plaza      $ 4,299      $3,112       5-19 years      S/L      $ 1,556
Ventura Landing           4,998       4,314       5-19 years      S/L          815
Village Green             2,742       1,107       3-15 years      S/L        1,903
West Chase                2,170       1,091       5-15 years      S/L        3,985

   Totals               $14,209      $9,624                                $ 8,259
</TABLE>

See "Note A" of the Notes to Consolidated Financial Statements included in "Item
7" for a description of the Partnership's depreciation policy.


SCHEDULE OF MORTGAGES (IN THOUSANDS):


                    Principal                                         Principal
                   Balance At                                          Balance
                  December 31,    Interest     Period     Maturity     Due At
Property              1997          Rate     Amortized      Date      Maturity

Ventura Landing      $ 2,200       7.33%        (1)        11/03       $2,200
Village Green          2,000       7.33%        (1)        11/03        2,000

   Totals            $ 4,200                                           $4,200

(1)  Interest only payments

During the second quarter of 1996, the Partnership entered into an interim
financing arrangement for both Ventura Landing and Village Green for $2,200,000
and $2,000,000, respectively.  The previous Ventura Landing note of $3,200,000
was repaid at that time.  The interest rate was 250 basis points over the 30-day
LIBOR, resulting in a total note rate of 8.00%.  The loans matured on August 1,
1996, with a 60-day extension option.  The Partnership exercised this option to
convert the interim loans to fixed rate amortizing loans with an interest rate
equal to the Treasury Rate, as defined in the financing agreement, plus 2.15%.
Such converted loans would mature in ten years with monthly payments of
principal and interest based on a schedule which would fully amortize the loans
over a thirty year term.  The Partnership, however, continued seeking
alternative long-term financing to obtain a lower interest rate.  In November of
1996, these two properties obtained long-term refinancing.  Proceeds from this
transaction totaled $4,200,000.  The debt accrues interest at a rate of 7.33%
per year, matures on November 1, 2003, and requires balloon payments at maturity
for the full principal amount.  Throughout the mortgage term, interest only
payments are required.  As a result of the refinancings, the Partnership spent
approximately $20,000 and $201,000 on loan costs during the years ended December
31, 1997 and 1996, respectively.

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.

SCHEDULE OF RENTAL RATES AND OCCUPANCY:


                              Average Annual               Average
                             Rental Rates (1)             Occupancy
Property                     1997         1996        1997         1996

Professional Plaza          $10.80      $10.21         94%          97%
Ventura Landing              6,127       5,813         96%          95%
Village Green                6,126       5,910         95%          95%
West Chase                   6,254       6,046         88%          93%

(1) The average annual rental rate for Professional Plaza is per square foot.
The rate is per unit for the apartment properties.

The decrease in occupancy at West Chase Apartments is attributable to
competition from recently built apartment complexes in the Lexington, Kentucky
area.

As noted under "Item 1. Description of Business," the real estate industry is
highly competitive.  The Partnership's properties are subject to competition
from other properties in their area.  The General Partner believes that the
Partnership's properties are adequately insured.  The multifamily residential
properties' lease terms are one year or less.  No residential tenant leases 10%
or more of the available rental space.

The following is a schedule of lease expirations at Professional Plaza for the
years 1998-2007:


                  Number of                                       % of Gross
                 Expirations    Square Feet      Annual Rent      Annual Rent
                                               (in thousands)

1998                 16          25,980             $277             31.7%
1999                 11          14,078              163             18.6%
2000                 13          29,145              357             40.9%
2001                  2           3,149               41              4.7%
2002                  2           2,779               36              4.1%
2003-2007             0               0                0                0


The following schedule reflects information on tenants leasing 10% or more of
the leasable square footage for Professional Plaza at December 31, 1997:


                          Square Footage  Annual Rent Per      Lease
   Nature of Business        Leased         Square Foot      Expiration

    Engineering Firm          8,620           $11.28          5/31/00
    Mortgage Company         10,071            12.10            (1)

(1) The tenant leases two spaces with lease expiration dates of 3/31/98 and
    11/30/00.


SCHEDULE OF REAL ESTATE TAXES (IN THOUSANDS) AND RATES:

                                   1997           1997
                                   Taxes          Rate

  Professional Plaza               $45            1.3%
  Ventura Landing                   82            2.3%
  Village Green                     67            2.0%
  West Chase                        21            1.0%


ITEM 3.  LEGAL PROCEEDINGS

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature.  The General Partner of the Partnership believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.

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 fiscal
year covered by this report.


                                      PART II


ITEM 5. MARKET FOR THE REGISTRANT'S UNITS OF LIMITED PARTNERSHIP AND RELATED
        SECURITY HOLDER MATTERS

(A)   No established public trading market for the Partnership's Units exists
      nor is one expected to develop.

(B)   Title of Class                Number of Unit Holders of Record

      Limited Partnership Units     7,423 as of December 31, 1997

(C)   In September of 1997, the Partnership paid distributions totaling
      approximately $1,112,000 to the partners, of which approximately $435,000
      was attributable to cash flow from operations and $677,000 represented a
      return of capital.  In April of 1997, the Partnership paid distributions
      to the partners representing a return of capital totaling approximately
      $1,150,000. In September of 1996, the Partnership paid distributions
      attributable to cash flow from operations totaling approximately $368,000
      to the partners.  In April of 1996, the Partnership paid state withholding
      taxes of $12,000 for non-resident limited partners. This payment is
      reflected as a distribution to the Limited Partners.  See also "Item 6 -
      Management's Discussion and Analysis or Plan of Operations".

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership realized net income of $491,000 for the year ended December 31,
1997, compared to net income of $2,842,000 for the year ended December 31, 1996.
The decrease in net income is due primarily to the foreclosure of the Mountain
Plaza property during the third quarter of 1996.  This foreclosure resulted in 
an extraordinary gain on foreclosure in 1996 of $1,149,000, as well as a gain
recorded to increase the carrying value of Mountain Plaza assets to their
estimated market value of $1,820,000 (see "Note E" in the Notes to the
Consolidated Financial Statements).

Total revenues and expenses decreased primarily due to the foreclosure of
Mountain Plaza Apartments.  Rental income for the remaining properties increased
primarily as a result of an increase in rental rates.  Other income decreased 
due to the foreclosure of Mountain Plaza and due to a decrease in interest 
income. Interest income decreased as a result of lower average cash balances in 
1997 compared to 1996.  Depreciation expense decreased due to certain assets at 
the remaining properties becoming fully depreciated in 1996.  Interest expense
decreased due to the refinancing of the Ventura Landing note payable in 1996
which resulted in a lower interest rate and principal balance. This decrease was
partially offset by a new mortgage at Village Green (see "Note F" in the Notes 
to Consolidated Financial Statements). The property taxes decreased due to the
payoff of a 1990 tax liability in 1996, of which approximately $45,000 was
unaccrued, in order to secure the new note payable at Village Green. General and
administrative expenses decreased for the year ended December 31, 1997, compared
to the year ended December 31, 1996, due to a decrease in professional fees and
expense reimbursements.

With respect to the remaining properties, operating expenses also decreased due
to a reduction in maintenance costs primarily due to a painting project 
completed during 1996 at Ventura Landing. Included in maintenance expense for 
the year ended December 31, 1997 is approximately $102,000 of major repairs and
maintenance comprised primarily of exterior building, tennis court, and parking
lot repairs.  For the year ended December 31, 1996, approximately $222,000 of
major repairs and maintenance, comprised primarily of interior and exterior
building repairs, were included in maintenance expense.

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 expenses.  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, 1997, the Partnership held cash and cash equivalents of
$2,038,000 compared to $3,603,000 at December 31, 1996.  The net decrease in 
cash and cash equivalents for the year ended December 31, 1997 was $1,565,000 
compared to a net increase of $749,000 for the year ended December 31, 1996.  
Net cash provided by operating activities increased primarily due to the 
foreclosure of Mountain Plaza in 1996.  During the year ended December 31, 1996,
the property had negative operating cash flow of approximately $79,000.  Also 
contributing to the increase in cash provided by operating activities was an 
increase in rental income at the remaining properties and  a decrease in cash 
used for accounts payable due to the timing of payments.  Net cash used in 
investing activities decreased due to increased receipts from and fewer deposits
to restricted escrows as a result of the completion of capital projects required
by the 1996 refinancing.  This decrease was partially offset by increased 
property improvements and replacements.  Net cash used in financing activities 
increased primarily due to higher distributions to the partners in 1997 than in 
1996. In addition, included in net cash provided by financing activities in 1996
were net proceeds received from the mortgage refinancings.

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 various properties to adequately maintain the 
physical assets and other operating needs of the Partnership.  Such assets are 
currently thought to be sufficient for any near-term needs of the Partnership.  
The mortgage indebtedness of $4,200,000 matures November 1, 2003 with balloon 
payments due at maturity, at which time the properties will either be refinanced
or sold.  Distributions of approximately $2,262,000 and $380,000 were made to 
the partners during 1997 and 1996, respectively. Future cash distributions will 
depend on the levels of net cash generated from operations, capital expenditure 
requirements, property sales and the availability of cash reserves.

Year 2000

The Partnership is dependent upon the General Partner and Insignia for 
management and administrative services.  Insignia has completed an assessment 
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and 
thereafter (the "Year 2000 Issue").  The project is estimated to be completed 
not later than December 31, 1998, which is prior to any anticipated impact on 
its operating systems.  The General Partner believes that with modifications 
to existing software and conversions to new software, the Year 2000 Issue will 
not pose significant operational problems for    its computer systems. However, 
if such modifications and conversions are not made, or are not completed 
timely, the Year 2000 Issue could have a material impact on the operations of 
the Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance, or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date 
of this annual report.  The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates of revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.

ITEM 7.  FINANCIAL STATEMENTS


CONSOLIDATED CAPITAL PROPERTIES III

LIST OF FINANCIAL STATEMENTS

    Report of Ernst & Young LLP, Independent Auditors

    Consolidated Balance Sheet - December 31, 1997

    Consolidated Statements of Operations - Years ended December 31, 1997
    and 1996

    Consolidated Statements of Changes in Partners' Capital (Deficit) - Years
    ended December 31, 1997 and 1996

    Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
    1996

    Notes to Consolidated Financial Statements





                 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, 1997, and the related consolidated
statements of operations, changes in partners' capital (deficit) and cash flows
for each of the two years in the period ended December 31, 1997.  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 generally accepted auditing 
standards. 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 consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Capital Properties III at December 31, 1997, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1997, in conformity with generally accepted accounting
principles.




                                          /s/ ERNST & YOUNG LLP


 Greenville, South Carolina
 January 23, 1998








                     CONSOLIDATED CAPITAL PROPERTIES III

                          CONSOLIDATED BALANCE SHEET

                       (in thousands, except unit data)

                              December 31, 1997





Assets
  Cash and cash equivalents                                         $  2,038
  Receivables and deposits                                               199
  Restricted escrows                                                     106
  Other assets                                                           315
  Investment properties (Notes A and J):
     Land                                            $   1,552
     Buildings and related personal property            12,657
                                                        14,209
     Less accumulated depreciation                      (9,624)        4,585

                                                                    $  7,243

Liabilities and Partners' Capital (Deficit)

Liabilities
  Accounts payable                                                  $    139
  Tenant security deposits payable                                       121
  Other liabilities                                                      144
  Mortgage notes payable (Note F)                                      4,200

Partners' Capital (Deficit)
  General partners'                                  $  (1,924)
   Limited partners' (158,945 units issued and
    158,582 outstanding)                                 4,563         2,639

                                                                    $  7,243

         See Accompanying Notes to Consolidated Financial Statements



                     CONSOLIDATED CAPITAL PROPERTIES III

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


                                                 Years Ended December 31,
                                                    1997           1996
Revenues:
  Rental income                                    $3,482         $4,044
  Other income                                        258            363
  Gain on disposition of property (Note E)             --          1,820
     Total revenues                                 3,740          6,227

Expenses:
  Operating                                         1,985          2,365
  General and administrative                          281            360
  Depreciation                                        426            842
  Interest                                            339            646
  Property taxes                                      218            321
     Total expenses                                 3,249          4,534

Income before extraordinary item                      491          1,693

Extraordinary gain on foreclosure (Note E)             --          1,149

Net income                                         $  491         $2,842

Net income allocated to general partners (4%)      $   20         $  114

Net income allocated to limited partners (96%)        471          2,728

                                                   $  491         $2,842
Net income per limited partnership unit:

  Income before extraordinary item                 $ 2.97         $10.25
  Extraordinary gain on foreclosure                    --           6.95

  Net income                                       $ 2.97         $17.20

Distributions per limited partnership unit:        $13.69         $ 2.30

            See Accompanying Notes to Consolidated Financial Statements


                        CONSOLIDATED CAPITAL PROPERTIES III

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

<TABLE>
<CAPTION>
                                        Limited
                                      Partnership     General      Limited
                                         Units       Partners'    Partners'     Total
<S>                                    <C>          <C>            <C>        <C>
 Original capital contributions         158,945      $     1        $79,473    $79,474

 Partners' (deficit) capital
     at December 31, 1995               158,636      $(1,952)       $ 3,900    $ 1,948

 Distributions paid                          --          (15)          (365)      (380)

 Net income for the year ended
     December 31, 1996                       --          114          2,728      2,842

 Partners' (deficit) capital
     at December 31, 1996               158,636       (1,853)         6,263      4,410

 Abandonment of limited
     partnership units                      (54)          --             --         --

 Distributions paid                          --          (91)        (2,171)    (2,262)

 Net income for the year ended
     December 31, 1997                       --           20            471        491

 Partners' (deficit) capital
     at December 31, 1997               158,582      $(1,924)       $ 4,563    $ 2,639


              See Accompanying Notes to Consolidated Financial Statements


                        CONSOLIDATED CAPITAL PROPERTIES III

                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)


                                                        Years Ended December 31,
                                                          1997          1996
Cash flows from operating activities:
  Net income                                           $    491      $  2,842
  Adjustments to reconcile net income to net cash
    provided by operating activities:
    Gain on disposition of property                          --        (1,820)
    Extraordinary gain on foreclosure                        --        (1,149)
    Depreciation                                            426           842
    Amortization of lease commissions
        and loan costs                                       52            48
    Change in accounts:
      Receivables and deposits                               53            54
      Other assets                                          (45)          (16)
      Accounts payable                                       25           (72)
      Tenant security deposits                                7            (8)
      Accrued property taxes                                 --             3
      Other liabilities                                     (17)           77

            Net cash provided by operating activities       992           801

Cash flows from investing activities:
  Property improvements and replacements                   (391)         (249)
  Net receipts from (deposits to) restricted
   escrows                                                  116          (215)

         Net cash used in investing activities             (275)         (464)

Cash flows from financing activities:
  Payments on mortgage notes payable                         --           (33)
  Repayment of mortgage notes payable                        --        (7,374)
  Proceeds from mortgage notes payable                       --         8,400
  Payment of loan costs                                     (20)         (201)
  Partners' distributions                                (2,262)         (380)

         Net cash (used in) provided by financing
             activities                                  (2,282)          412

Net (decrease) increase in cash and cash
  equivalents                                            (1,565)          749

Cash and cash equivalents at beginning of period          3,603         2,854

Cash and cash equivalents at end of period             $  2,038      $  3,603

Supplemental disclosure of cash flow information:
  Cash paid for interest                               $    308      $    636


           See Accompanying Notes to Consolidated Financial Statements

                       CONSOLIDATED CAPITAL PROPERTIES III

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 December 31, 1997


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

Consolidated Capital Properties III, a California limited partnership (the
"Partnership"), was formed on May 22, 1980, to acquire and operate commercial and
residential properties.  As of December 31, 1997, the Partnership owns three
residential properties and one commercial property located in or near major urban
areas in the United States.

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, ConCap
Equities, Inc. (the "General Partner" or "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 a general partner to a limited partner, thereby leaving CEI as the sole
general partner of the Partnership.

All of CEI's outstanding stock is owned by GII Realty, Inc.  In December 1994,
the parent of GII Realty, Inc., entered into a transaction (the "Insignia
Transaction") in which an affiliate of Insignia Financial Group, Inc.
("Insignia") acquired an option (exercisable in whole or in part from time to
time) to purchase all of the stock of GII Realty, Inc. and, pursuant to a partial
exercise of such option, acquired 50.5% of that stock.  As part of the Insignia
Transaction, the Insignia affiliate also acquired all of the outstanding stock of
Partnership Services, Inc., an asset management entity, and an Insignia affiliate
acquired all of the outstanding stock of Coventry Properties, Inc., a property
management entity.  In addition, confidentiality, non-competition, and standstill
arrangements were entered into between certain of the parties.  Those
arrangements, among other things, prohibit GII Realty's former sole
shareholder from purchasing Partnership Units for a period of three years.  On
October 24, 1995, the Insignia affiliate exercised the remaining portion of its
option to purchase all of the remaining outstanding stock of GII Realty, Inc.  At
December 31, 1997, Insignia and affiliates own a total of 39,644 Units of the
Partnership.

Consolidation

The Partnership's financial statements include the accounts of ConCap Mountain
Plaza Associates, Ltd. (which was dissolved in 1996, see "Note E") and ConCap
Village Green Associates, Ltd.  The Partnership owns a 99% interest in each of
the partnerships, and it has the ability to control the major operating and
financial policies of these partnerships.  All intercompany transactions have
been eliminated.

Investment Properties

Investment properties 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.

Depreciation

Buildings and improvements are depreciated on the straight-line basis over an
estimated useful life of 3 to 19 years.  Tenant improvements are depreciated 
over the term of the lease.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with a maturity, when
purchased, of three months or less to be cash equivalents.  At certain times, 
the amount of cash deposited at a bank may exceed the limit on insured deposits.

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.  The security
deposits are refunded when the tenant vacates, provided the tenant has not
damaged its space and is current on its rental payments.

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.  At December 31,
   1997, this reserve totaled approximately $61,000.

   Replacement Reserve - As a result of the 1996 refinancing, each property will
   make monthly deposits to establish and maintain a Replacement Reserve
   designated for repairs and replacements at the properties.  At December 31,
   1997, this reserve totaled approximately $45,000.


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 amount of its 
financial instruments (except for long term debt) approximates their fair value 
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.

Lease Commissions

Lease commissions are capitalized and are amortized using the straight-line
method over the terms of the applicable leases.  Unamortized lease commissions 
of approximately $56,000 are included in other assets at December 31, 1997.

Loan Costs

Loan costs are capitalized and are amortized by the straight-line method as
interest expense over the terms of the related notes.  Unamortized loan costs of
approximately $179,000 are included in other assets at December 31, 1997.

Rental Income

The Partnership leases its residential property under short-term operating
leases. Lease terms are generally one year or less in duration.  The Partnership
expects that in the normal course of    business these leases will be renewed or
replaced by other leases.  Commercial property leases vary from one to five
years.

Income Taxes

No provision has been made in the financial statements for Federal income taxes.
Under current law, no Federal income taxes are paid directly by the Partnership,
however, the Partners are responsible for their respective shares of Partnership
net income or loss.  The Partnership reports certain transactions differently 
for tax than for financial statement purposes.

Allocation of Net Income and Net Loss

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.

Advertising Costs

Advertising costs of approximately $48,000 in 1997 and $60,000 in 1996 were
charged to expense as incurred and are included in operating expenses.

Use of Estimates

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

Reclassifications

Certain reclassifications have been made to the 1996 information to conform to
the 1997 presentation.

NOTE B - 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 for property management services based on a percentage of
revenue; for a partnership management fee equal to 9% of the total distributions
made to the limited partners from cash flow from operations and for 
reimbursements of certain expenses incurred by affiliates on behalf of the 
Partnership.  The following payments were paid to affiliates of the General 
Partner during each of the years ended December 31, 1997 and 1996 
(in thousands):

                                                  1997        1996

Property management fees (included in
  operating expenses)                             $181        $207
Reimbursement for services of affiliates
  including $4,000 and $10,000 of
  construction service reimbursements in
  1997 and 1996, respectively (included in
  operating and general and administrative
  expenses)                                        153         205
Partnership management fees (included in
  general and administrative expenses)              38          32

Additionally, the Partnership paid approximately $42,000 and $33,000 during the
years ended December 31, 1997 and 1996, respectively, to an affiliate of the
General Partner for lease commissions   at the Partnership's commercial 
property. These lease commissions are included in other assets and are amortized
over the terms of the respective leases. The Partnership also paid approximately 
$5,000 and $34,000 during the years ended December 31, 1997 and 1996, 
respectively, to affiliates of Insignia for reimbursements of costs related to 
the loan refinancings in November of 1996. These costs were capitalized as loan 
costs and are being amortized over the terms of the respective loans.

For the period of January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner.  An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance 
agency which was later acquired by the agent who placed the master policy. The 
agent assumed the financial obligations to the affiliate of the General Partner 
who received payments on these obligations from the agent.  The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.

NOTE C - COMMITMENT

The Partnership modified its Partnership Agreement during 1995 to eliminate the
requirement that the Partnership maintain reserves equal to at least 5% of
invested capital as defined in the Partnership Agreement.  Reserves, including
cash and cash equivalents of approximately $2,038,000 at December 31, 1997, were
deemed to be sufficient by the General Partner to fund the Partnership's
liquidity requirements in 1997.

NOTE D - DISTRIBUTIONS

In September of 1997, the Partnership paid distributions totaling approximately
$1,112,000 to the partners, of which approximately $435,000 was attributable to
cash flow from operations and $677,000  represented a return of capital.  In
April of 1997, the Partnership paid distributions to the partners representing a
return of capital totaling approximately $1,150,000.

In September of 1996, the Partnership paid distributions attributable to cash
flow from operations, totaling approximately $368,000 to the partners.  In April
of 1996, the Partnership paid state withholding taxes of $12,000 for 
non-resident limited partners.  This payment is reflected as a distribution to 
the Limited Partners.

NOTE E - FORECLOSURE OF MOUNTAIN PLAZA APARTMENTS

On September 3, 1996, the lender foreclosed on Mountain Plaza Apartments. The
mortgage note payable had been in default since May 13, 1996.  In the General
Partner's opinion, it was not in the Partnership's best interest to contest the
foreclosure action.  During the third quarter of 1996, the Partnership recorded 
a gain on the disposition of property of $1,820,000, to increase the carrying 
value of the Mountain Plaza assets to their estimated market value and an 
extraordinary gain on the foreclosure of $1,149,000.

The following noncash investing and financing amounts were recorded in the
consolidated financial statements for the year ended December 31, 1996 (in
thousands):


    Net real estate (a)                              $  (544)
    Net other liabilities                                 54
                                                        (490)
    Debt discharged (b)                                3,459
    Total gain                                       $ 2,969

    Gain on disposition of real estate  (c)          $ 1,820
    Extraordinary gain on foreclosure (d)              1,149
                                                     $ 2,969

    (a) Amount is net of accumulated depreciation of approximately $4,400,000.
    (b) Amount includes accrued interest.
    (c) The gain on disposition of real estate represents the difference between
        the carrying value of the real estate and the estimated fair value of 
        the property at disposition.  The gain is included in "Gain on 
        disposition of property" in the accompanying consolidated financial 
        statements.
    (d) The gain on extinguishment of debt represents the difference between the
        estimated fair value of the property at foreclosure and the amount of
        debt, including accrued interest, extinguished.  The gain is reflected 
        as an extraordinary item in the accompanying consolidated financial
        statements.

The 1996 results of operations for Mountain Plaza Apartments are summarized in
the following table (in thousands):

                              For the Period
                             From January 1 to
                             September 3, 1996
Revenues                         $ 716
Loss from operations              (261)

NOTE F - MORTGAGE NOTES PAYABLE

The principal terms of the mortgage notes payable are as follows (in thousands):



</TABLE>
<TABLE>
<CAPTION>
                               Principal     Monthly                          Principal
                               Balance At    Interest    Stated                Balance
                              December 31,     Only     Interest   Maturity    Due At
Property                           1997      Payment       Rate      Date     Maturity
<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

    Totals                      $4,200      $   25                            $4,200
</TABLE>



During the second quarter of 1996, the Partnership entered into an interim
financing arrangement for both Ventura Landing and Village Green for $2,200,000
and $2,000,000, respectively.  The previous Ventura Landing note of $3,200,000
was repaid at that time.  The interest rate was 250 basis points over the 30-day
LIBOR, resulting in a total note rate of 8.00%.  The loans matured on August 1,
1996, with a 60-day extension option.  The Partnership exercised this option to
convert the interim loans to fixed rate amortizing loans with an interest rate
equal to the Treasury Rate, as defined in the financing agreement, plus 2.15%.
Such converted loans would mature in ten years with monthly payments of 
principal and interest based on a schedule which would fully amortize the loans 
over a thirty year term.  The Partnership, however, continued seeking 
alternative long-term financing to obtain a lower interest rate.  In November of
1996, these two properties obtained long-term refinancing.  Proceeds from this 
transaction totaled $4,200,000.  The debt accrues interest at a rate of 7.33% 
per year, matures on November 1, 2003, and requires balloon payments at maturity
for the full principal amount.  Throughout the mortgage term, interest only 
payments are made. As a result of the refinancings, the Partnership spent 
approximately $20,000 and $201,000 on loan costs during the years ended 
December 31, 1997 and 1996, respectively.

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.

NOTE G - OPERATING LEASES

The Partnership leases its residential  properties under short-term operating
leases. Lease terms are generally one year or less in duration.  The Partnership
expects that in the normal course of business these leases will be renewed or
replaced by other leases.  Commercial office property leases vary from one to
five years.  The future minimum rental payments at the Partnership's commercial
property to be received under operating leases that have initial or remaining
noncancellable lease terms in excess of one year as of December 31, 1997, are as
follows (in thousands):


            1998                            $   664
            1999                                525
            2000                                287
            2001                                 63
            2002                                 23
                                             $1,562


For leases with scheduled rental increases, rental income is recognized on a
straight-line basis over the life of the applicable leases.  There is no
assurance that this income will continue at the same level when the leases
expire.


NOTE H - LIMITED PARTNERSHIP UNITS

In 1996, the number of Limited Partnership Units decreased by 54 units due to
limited partners abandoning their units.  In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment.  However, during the year of
abandonment, the Limited Partner will still be allocated his or her share of the
income or loss for that entire year.  The loss per limited partnership unit in
the accompanying consolidated statements of operations is calculated based on
the number of units outstanding at the beginning of the year.

NOTE I - PARTNER TAX INFORMATION

The following is a reconciliation between net income as reported in the
consolidated financial statements and federal taxable income allocated to the
partners in the Partnership's information return for the years ended December
31, 1997 and 1996 (in thousands, except per unit data):


                                                       1997           1996

Net income as reported                               $  491         $2,842
Add (deduct):
  Deferred revenue and other liabilities                  4           (157)
  Depreciation differences                              (22)          (103)
  Accrued expenses                                       (9)            28
  Other                                                   3             --
  (Loss) gain on disposition/foreclosure                 --            (80)

Federal taxable income                               $  467        $ 2,530

Federal taxable income per limited
   partnership unit                                  $ 2.82        $ 15.31

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 1997 (in thousands):


  Net assets as reported                             $ 2,639
  Differences in basis of assets and
    liabilities:
      Investment properties at cost                    3,803
      Accumulated depreciation                          (129)
      Other assets and liabilities                       119
      Syndication costs                                8,691

  Net assets - tax basis                             $15,123



NOTE J - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION
(in thousands)


                                         Initial Cost
                                        To Partnership

                                                   Buildings           Cost
                                                  and Related      Capitalized
                                                    Personal      Subsequent to
Description             Encumbrances    Land        Property       Acquisition

Professional Plaza       $    --       $1,045      $ 2,033           $1,221
Ventura Landing            2,200          282        3,754              962
Village Green              2,000          125        2,375              242
West Chase                    --          100        1,702              368

      Totals              $4,200       $1,552      $ 9,864           $2,793


<TABLE>
<CAPTION>
                       Gross Amount At Which Carried
                            At December 31, 1997

                            Buildings
                           And Related
                             Personal            Accumulated     Date   Depreciable
Description          Land    Property    Total   Depreciation  Acquired  Life-Years
<S>               <C>      <C>        <C>        <C>          <C>          <C>
Professional Plaza $1,045   $ 3,254    $ 4,299    $ 3,112      03/03/81     5-19
Ventura Landing       282     4,716      4,998      4,314      10/07/81     5-19
Village Green         125     2,617      2,742      1,107      12/20/91     3-15
West Chase            100     2,070      2,170      1,091       9/17/90     5-15

     Totals        $1,552   $12,657    $14,209    $ 9,624
</TABLE>


NOTE J - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION (continued)
 (in thousands)

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                       Years Ended December 31,
                                                          1997          1996
Investment Properties
Balance at beginning of year                           $ 13,818       $ 18,525
    Property improvements                                   391            249
    Dispositions through foreclosure                         --         (4,956)

Balance at End of Year                                 $ 14,209       $ 13,818

Accumulated Depreciation
Balance at beginning of year                           $  9,198       $ 12,767
     Additions charged to expense                           426            842
     Accumulated depreciation on real estate foreclosed      --         (4,411)

Balance at end of year                                 $  9,624       $  9,198

The aggregate cost of the real estate for Federal income tax purposes at 
December 31, 1997 and 1996 is approximately $18,012,000 and $17,621,000, 
respectively. The accumulated depreciation taken for Federal income tax 
purposes at December 31, 1997 and 1996, is approximately $9,753,000 and 
$9,306,000, respectively.

NOTE K - LEGAL PROCEEDINGS

The Partnership is unaware of any pending or outstanding litigation that is not
of a routine nature.  The General Partner of the Partnership believes that all
such pending or outstanding litigation will be resolved without a material
adverse effect upon the business, financial condition, or operations of the
Partnership.


ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

There were no disagreements with Ernst & Young LLP regarding the 1997 and 1996
audits of the Partnership's financial statements.


                                      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 directors.  The General Partner manages and
controls the Registrant and has general responsibility and authority in all
matters affecting its business.

The names of the directors and executive officers of ConCap Equities Inc.
("CEI"), the Partnership's General Partner, their ages and the nature of all
positions with CEI presently held by them are set forth below.  There are no
family relationships between or among any officers and directors.


Name                                Age                  Position

William H. Jarrard, Jr.             51                   President and Director

Ronald Uretta                       41                   Vice President and
                                                           Treasurer

Martha L. Long                      38                   Controller

Robert D. Long, Jr.                 30                   Vice President

Daniel M. LeBey                     32                   Vice President and
                                                           Secretary

Kelley M. Buechler                  40                   Assistant Secretary

William H. Jarrard, Jr. has been President and Director of the General Partner
since December 1996.  He has acted as Senior Vice President of Insignia
Properties Trust ("IPT"), parent of the General Partner, since May 1997.  Mr.
Jarrard previously acted as Managing Director - Partnership Administration of
Insignia Financial Group, Inc. ("Insignia") from January 1991 through September
1997 and served as Managing Director - Partnership Administration and Asset
Management of Insignia from July 1994 until January 1996.

Ronald Uretta has been Vice President and Treasurer of the General Partner since
December 1996 and Insignia's Treasurer since January 1992.  Since August 1996,
he has also served as Insignia's Chief Operating Officer. He has also served as
Insignia's Secretary from January 1992 to June 1996 and as Insignia's Chief
Financial Officer from January 1992 to August 1996.

Martha L. Long has been Controller of the General Partner since December 1996
and Senior Vice President - Finance and Controller of Insignia since January
1997.  In June 1994, Ms. Long joined Insignia as its Controller, and was
promoted to Senior Vice President - Finance in January 1997.  Prior to that
time, she was Senior Vice President and Controller of the First Savings Bank, in
Greenville, SC.

Robert D. Long, Jr. has been Vice President of the General Partner since January
2, 1998.  Mr. Long joined Metropolitan Asset Enhancement, L.P. ("MAE"), an
affiliate of Insignia, in September 1993.  Since 1994 he has acted as Vice
President and Chief Accounting Officer of the MAE subsidiaries.  Mr. Long was an
accountant for Insignia until joining MAE in 1993.  Prior to joining Insignia,
Mr. Long was an auditor for the State of Tennessee and was associated with the
accounting firm of Harsman Lewis and Associates.

Daniel M. LeBey has been Vice President and Secretary of the General Partner
since January 29, 1998 and Insignia's Assistant Secretary since April 30, 1997.
Since July 1996 he has also served as Insignia's Associate General Counsel.
From September 1992 until June 1996, Mr. LeBey was an attorney with the law firm
of Alston & Bird LLP, Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the General Partner since
December 1994 and Assistant Secretary of Insignia since 1991.

ITEM 10.  EXECUTIVE COMPENSATION

No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1997, nor was any direct compensation
paid or payable by the Partnership to directors or officers of the General
Partner for the year ended December 31, 1997.  The Partnership has no plans to
pay any such remuneration to any directors or officers of the General Partner in
the future. However, reimbursements and other payments have been made to the
Partnership's General Partner and its affiliates, as described in "Item 12."

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(a)  Security Ownership of Certain Beneficial Owners

     Except as provided below, as of January 1, 1998, no person was known to CEI
     to own of record or beneficially more than five percent of the Units of the
     Partnership.

                                            Number of      Percent
     Name and Address                          Units       Of Total

     Insignia Properties, L.P.                39,644        25.00%
     One Insignia Financial Plaza
     Greenville, SC 29602

Insignia Properties, L.P. is an affiliate of Insignia (see "Item 1. Description
of Business").

(b)  Beneficial Owners of Management

     Neither CEI nor any of the directors or officers or associates of CEI own
     any Units of the Partnership of record or beneficially.

(c)  Changes in Control

     Beneficial Owners of CEI

     As of January 1, 1998, the following persons were known to CEI to be the
     beneficial owners of more than 5 percent (5%) of its common stock:


                                             Number of       Percent
     Name and Address                       CEI Shares      Of Total

     Insignia Properties Trust                100,000         100%
     One Insignia Financial Plaza
     Greenville, SC 29602

     Insignia Properties Trust is an affiliate of Insignia (see "Item 1 -
     Description of Business").

There are no arrangements known to the General Partner, the operation of which
may, at a subsequent date, result in a change in control of the Partnership.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Except for the transactions described below, neither CEI nor any of its
directors, officers or associates, or any associates of any of them, has had any
interest in any other transaction to which the Partnership is a party.

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 for property management services based on a percentage of
revenue; for a partnership management fee equal to 9% of the total distributions
made to the limited partners from cash flow from operations and for 
reimbursements of certain expenses incurred by affiliates on behalf of the 
Partnership.  The following payments were paid to affiliates of the General 
Partner during each of the years ended December 31, 1997 and 1996 
(in thousands):

                                               1997            1996
Property management fees                       $181            $207
Reimbursement for services of affiliates        153             205
Partnership management fees                      38              32

Additionally, the Partnership paid $42,000 and $33,000 during the years ended
December 31, 1997 and 1996, respectively, to an affiliate of the General Partner
for lease commissions at the Partnership's commercial property.  These lease
commissions are included in other assets and are amortized over the terms of the
respective leases. The Partnership also paid approximately $5,000 and $34,000
during the years ended December 31, 1997 and 1996, respectively, to affiliates 
of Insignia for reimbursements of costs related to the loan refinancings in 
November of 1996.  These costs were capitalized as loan costs and are being 
amortized over the terms of the respective loans.

For the period of January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency and insurer unaffiliated
with the General Partner.  An affiliate of the General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance 
agency which was later acquired by the agent who placed the master policy. The 
agent assumed the financial obligations to the affiliate of the General Partner 
who received payments on these obligations from the agent.  The amount of the
Partnership's insurance premiums accruing to the benefit of the affiliate of the
General Partner by virtue of the agent's obligations is not significant.


ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

     (a) Exhibits:  See Exhibit Index contained herein.

     (b) Reports on Form 8-K filed during the fourth quarter of 1997:

           None.

                                    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.
                                     Its General Partner


                               By:   /s/William H. Jarrard, Jr.
                                     William H. Jarrard, Jr.
                                     President and Director

                               By:  /s/Ronald Uretta
                                    Ronald Uretta
                                    Vice President/Treasurer

                               Date: March 12, 1998

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/William H. Jarrard, Jr.      President                  March 12, 1998
William H. Jarrard, Jr.




/s/Ronald Uretta                Vice President/Treasurer   March 12, 1998
Ronald Uretta    






                                INDEX OF EXHIBITS



EXHIBIT NO.     DOCUMENT DESCRIPTION

    3           Certificate of Limited Partnership, as
                amended to date.  (Incorporated by refer-
                ence 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
                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 refer-
                ence 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 refer-
                ence 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 Company (100 Series of Property
                Management Contracts) (Incorporated by refer-
                ence 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 refer-
                ence to the Quarterly Report on Form 10-Q for
                the quarter ended September 30, 1990).

  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 refer-
                ence to the Quarterly Report on Form 10-Q for
                the quarter ended September 30, 1990).

  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
                Quarterly Report on Form 10-Q for the quarter
                ended September 30, 1990).

  10.12         Assignment and Assumption of Property Manage-
                ment Agreements 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 Management
                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 Management
                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 Management
                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").
                (Incorporated by reference to the Annual Report on
                Form 10-K for the year ended December 31, 1991).

  10.17         Assignment and Assumption Agreement dated 
                September 1, 1991, by and between the Partnership
                and CCP III Associates, Ltd. (Horn-Barlow Construc-
                tion Management Agreement).  (Incorporated by refer-
                ence 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 Partner-
                ship and CCP III Associates, Ltd. (Metro Construc-
                tion 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 Partner-
                ship and CCP III Associates, Ltd. (Hayman
                Construction Management Agreement).  (Incor-
                porated 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, Inc.  (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).

  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. ("PSI") 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 Note dated November 14, 1996 between
                CCP III, a California limited partnership, and
                Lehman Brothers Holdings Inc. d/b/a Lehman Capital,
                A Division of Lehman Brothers Holdings Inc..

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

    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 Reorganiza-
                tion 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 Reor-
                ganization 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,
                Ltd., 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,
                Ltd., 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,
                Ltd., dated and filed April 29, 1992, in the United
                States Bankruptcy Court for the Northern District
                of Texas, Dallas Division.  (Incorporated by refer-
                ence to the Annual Report on Form 10-K for the
                year ended December 31, 1992).

    27          Financial Data Schedule