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, 1998

[ ]  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, 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:  $3,923,000

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, 1998.  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 "Registrant" or "Partnership") 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 (the "SEC"), $60,000,000 of units of limited partnership interest
(the "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 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.  ConCap Equities, Inc., a Delaware corporation
(the "General Partner" or "CEI"), 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.  As of December 31, 1998, Insignia Properties
Trust ("IPT"), a subsidiary of  Apartment Investment and Management Company
("AIMCO") owns 100% of the outstanding stock of CEI.  Therefore, the General
Partner is now a subsidiary of AIMCO. At December 31, 1998, affiliates of AIMCO
owned 57,052.5 Units of the Partnership.  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, 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.

The Registrant is engaged in the business of operating and holding real
properties for investment.  At December 31, 1998, the Partnership owned three
apartment complexes and one office building as described in "Item 2. Description
of Properties".  Prior to 1998, the Partnership disposed of twenty-six
properties, two of which were reacquired through foreclosure.  The General
Partner of the Partnership intends to maximize operating results and,
ultimately, the net realizable value of each of the Partnership's properties in
order to achieve the best possible return for the investors.  Such results may
best be achieved by holding and operating properties or through property sales
or exchanges, refinancings, debt restructurings or relinquishment of the assets.
The Partnership intends to evaluate each of its holdings periodically to
determine the most appropriate strategy for each of the assets.

During July 1998, an affiliate of the General Partner commenced a tender offer
for limited partnership interests in the Partnership.  The Purchaser offered to
purchase up to 75,000 of the outstanding units of limited partnership interest
in the Partnership, at $60 per Unit net to the seller in cash.  An affiliate of
the General Partner acquired 17,056.0 Units in the Partnership as a result of
this tender offer.

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

The business in which the Partnership is engaged is highly competitive. There
are other residential and commercial 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 and commercial space at the Partnership's properties and the rents
that may be charged for such apartments and commercial space.  While the General
Partner and its affiliates are a significant factor in the United States in the
apartment industry, competition for apartments and commercial space 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.

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
an oversupply of similar properties resulting from overbuilding, increases in
unemployment or population shifts, reduced 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 and
commercial 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. Effective October 1, 1998, management and administrative services for
the commercial property were provided by an unrelated party.

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.

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 Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger").  As a result, AIMCO ultimately acquired a 100%
ownership interest in Insignia Properties Trust ("IPT"), the entity which
controls the General Partner.  The General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.

ITEM 2.  DESCRIPTION OF PROPERTIES

The following table sets forth the Registrant's investment in properties:

                             Date of
Property                    Purchase  Type of Ownership           Use

Professional Plaza          03/03/81  Fee ownership         Office Bldg.
 Office Building                                            81,000 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 (1) 164 units
  Florida

West Chase Apartments       09/17/90  Fee ownership         Apartment
 Lexington, Kentucky                                        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.


                     Gross

                    Carrying   Accumulated    Useful                Federal

Property             Value    Depreciation     Life     Method     Tax Basis

                        (in thousands)                          (in thousands)


Professional Plaza  $ 4,356    $ 3,159      5-19 years    S/L     $ 1,679

Ventura Landing       5,152      4,398      5-19 years    S/L         896

Village Green         2,825      1,298      3-15 years    S/L       3,858

West Chase            2,256      1,234      5-15 years    S/L       1,882


   Totals           $14,589    $10,089                            $ 8,315



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

SCHEDULE OF PROPERTY INDEBTEDNESS:

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


                   Principal                                    Principal

                  Balance At                                     Balance

                 December 31,   Interest  Period   Maturity      Due At

Property             1998         Rate   Amortized   Date     Maturity (2)

                (in thousands)                               (in thousands)


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



RENTAL RATES AND OCCUPANCY:


                          Average Annual      Average Annual

                         Rental Rates (1)        Occupancy

Property                  1998      1997      1998      1997


Professional Plaza      $11.79    $10.80       95%       94%

Ventura Landing          6,547     6,127       95%       96%

Village Green            6,445     6,126       98%       95%

West Chase               6,264     6,254       85%       88%


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

The General Partner attributes the decrease in occupancy at West Chase
Apartments to increased competition from newer, more luxurious apartment
complexes in the Lexington, Kentucky market.  The increased occupancy at Village
Green is due to strong resident retention along with a healthy local market.

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 residential apartment complexes and commercial buildings in their
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.  (See "Notes A and F" to the consolidated
financial statements included in, "Item 7. Financial Statements" for a
description of certain terms of the commercial leases.  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.

The following is a schedule of lease expirations at Professional Plaza for the
years 1999-2008:


                  Number of                                 % of Gross

                 Expirations  Square Feet    Annual Rent    Annual Rent

                                           (in thousands)


      1999            14        19,738          $235           30.2%

      2000            16        32,895           400           51.4%

      2001             8        12,253            90           11.6%

      2002             3         8,869            36            4.6%

      2003             1         1,320            17            2.2%

   2004-2008           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, 1998:


                        Square Footage  Annual Rent Per       Lease



  Nature of Business        Leased        Square Foot      Expiration


   Engineering Firm          8,620           $12.00          5/31/00


REAL ESTATE TAXES AND RATES:

Real estate taxes and rates in 1998 for each property were:


                                  1998           1998

                                 Billing         Rate

                             (in thousands)


Professional Plaza                 $41           1.18%

Ventura Landing                     85           2.32%

Village Green                       70           1.94%

West Chase                          19           0.98%


CAPITAL IMPROVEMENTS:

Professional Plaza

In 1998, the Partnership completed approximately $57,000 of capital
improvements, consisting primarily of tenant improvements, water heaters, office
equipment and signage.  These improvements were funded from cash provided by
operations. Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $302,000 of capital improvements over the near term.
Capital improvements budgeted for, but not limited to, approximately $59,000 are
planned for 1999, including tenant improvements and air conditioning units.

Ventura Landing

In 1998, the Partnership completed approximately $154,000 of capital
improvements, consisting primarily of carpet and vinyl replacement, land
improvements, swimming pool improvements, air conditioning units and appliances.
These improvements were funded from cash provided by operations and Partnership
reserves. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the General
Partner on interior improvements, it is estimated that the property requires
approximately $302,000 of capital improvements over the near term.  Capital
improvements budgeted for, but not limited to, approximately $298,000 are
planned for 1999, including carpet and vinyl replacement, parking lot
improvements, light fixtures, roof replacement and other structural
improvements.

Village Green

In 1998, the Partnership completed approximately $82,000 of capital
improvements, consisting primarily of carpeting, furniture and fixtures,
swimming pool improvements, appliances and other building improvements.  These
improvements were funded from cash provided by operations and Partnership
reserves. Based on a report received from an independent third party consultant
analyzing necessary exterior improvements and estimates made by the General
Partner on interior improvements, it is estimated that the property requires
approximately $282,000 of capital improvements over the near term.  Capital
improvements budgeted for, but not limited to, approximately $299,000 are
planned for 1999, including carpet and vinyl replacement, air conditioning
units, fencing, exterior painting, parking lot improvements, and other
structural improvements.

West Chase

In 1998, the Partnership completed approximately $87,000 of capital
improvements, consisting primarily of carpeting, exterior painting, and other
building improvements. These improvements were funded from cash provided by
operations.  Based on a report received from an independent third party
consultant analyzing necessary exterior improvements and estimates made by the
General Partner on interior improvements, it is estimated that the property
requires approximately $302,000 of capital improvements over the near term.
Capital improvements budgeted for, but not limited to, approximately $250,000
are planned for 1999, including carpet and vinyl replacement, heating units,
plumbing, landscaping, roof replacement and other building improvements.

The capital improvements planned for 1999 at the Partnership's properties will
be made only to the extent of cash available from operations and Partnership
reserves.

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, the General Partner and several of their affiliated
partnerships and corporate entities.  The complaint 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 the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO.  The complaint seeks
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
have filed an amended complaint. The General Partner has filed demurrers to the
amended complaint which were heard during February 1999.  No ruling on such
demurrers has been received. The General Partner does not anticipate that costs
associated with this case, if any, to be material to the Partnership's overall
operations.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships").  This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs.  The
expense will not have a material effect on the Partnership's net income.

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.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The unit holders of the Partnership did not vote on any matter during quarter
ended December 31, 1998.





                                    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
6,203 holders of record owning an aggregate of 158,582 Units.  Affiliates of the
General Partner owned 57,052.5 Units or 35.976% at December 31, 1998.  No public
trading market has developed for the Units, and it is not anticipated that such
a market will develop in the future.

During the year ended December 31, 1997, the Partnership paid distributions
totaling approximately $2,262,000 to the partners, of which approximately
$435,000 ($2.63 per limited partnership unit) was attributable to cash flow from
operations and approximately $1,827,000 ($11.06 per limited partnership unit)
represented a return of capital.  No distributions were paid during the year
ended December 31, 1998. Future cash distributions will depend on the levels of
net cash generated from operations, refinancings, property sales and the
availability of cash reserves.  The Partnership's distribution policy will be
reviewed on a quarterly basis.  Subsequent to the Partnership's fiscal year-end
a distribution of $1,985,000 ($12.48 per limited partnership unit) was paid
during January 1999 of which approximately $1,826,000 ($11.52 per limited
partnership unit) represented a return of capital and approximately $159,000
($.96 per limited partnership unit) was from cash flow from operations.  There
can be no assurance, however, that the Partnership will generate sufficient
funds from operations, after required capital expenditures, to permit any
additional distributions to its partners in 1999 or subsequent periods.

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 discussions
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 the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Registrant's net income for the year ended December 31, 1998 was
approximately $760,000 as compared to approximately $491,000 for the year ended
December 31, 1997. (See "Note G" of the consolidated financial statements for a
reconciliation of these amounts to the Registrant's Federal taxable income).
The increase in net income was due to increased total revenue and reduced total
expenses.  Total revenues increased primarily due to increased rental revenue
due to rate increases at all of the Partnership's properties.  Total expenses
decreased primarily due to decreased operating expenses.  Operating expenses
decreased due to reduced repair and maintenance expenses at all the
partnership's properties during 1998 and reduced insurance expense due to a
change in insurance providers.

General and administrative expenses decreased slightly primarily  due to
partnership management fees paid in 1997 related to distributions of cash from
operations for that year.  There were no distributions during 1998, so no
partnership management fee was paid during 1998.  Partially offsetting this
decrease, were increased printing and mailing costs related to correspondence
with the limited partners.  Included in general and administrative expenses at
both December 31, 1998 and 1997 are management 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.

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, 1998, the Partnership held cash and cash equivalents of
approximately $2,883,000 compared to approximately $2,038,000 at December 31,
1997. The increase in cash and cash equivalents is due to approximately
$1,197,000 of cash provided by operating activities partially offset by
approximately $352,000 of cash used by investing activities. Cash used in
investing activities consisted of property improvements and replacements offset
by receipts from escrow accounts maintained by the mortgage lender. The
Registrant invests its working capital reserves in a money market account.

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 Registrant has
budgeted, but is not limited to, approximately $906,000 in capital improvements
for all of the Registrant's properties in 1999.  Budgeted capital improvements
at Professional Plaza include tenant improvements and air conditioning units.
Budgeted capital improvements at Ventura Landing include carpet and vinyl
replacement, parking lot improvements, light fixtures, roof replacements, and
other structural improvements.  Budgeted capital improvements at Village Green
include carpet and vinyl replacement, air conditioning units, fencing, exterior
painting, parking lot improvements, and other structural improvements.  Budgeted
capital improvements at West Chase include carpet and vinyl replacement, heating
units, plumbing, roof replacement, other building improvements, and landscaping.
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 of $4,200,000 requires interest only payments with the principal
balance due in November 2003.  The General Partner will attempt to refinance
such indebtedness and/or sell the properties prior to the maturity date.  If the
properties cannot be refinanced or sold for a sufficient amount, the Registrant
will risk losing such property through foreclosure.

Cash distributions of approximately $2,262,000 were made during the year ended
December 31, 1997, of which approximately $435,000 was attributable to cash flow
from operations and approximately $1,827,000 represented a return of capital.
No distributions were paid during the year ended December 31, 1998.  During the
first quarter of fiscal 1999, the Registrant made distributions of $1,985,000 of
which approximately $1,826,000 represented a return of capital and approximately
$159,000 was from cash flow from operations.  The Registrant's distribution
policy is reviewed on a quarterly basis. There can be no assurance, however,
that the Registrant will generate sufficient funds from operations after
required capital expenditures to permit further distributions to its partners in
1999 or subsequent periods.

Year 2000 Compliance

General Description of the Year 2000 Issue and the Nature and Effects of the
Year 2000 on Information Technology (IT) and Non-IT Systems

The Year 2000 issue is the result of computer programs being written using two
digits rather than four digits to define the applicable year.  The Partnership
is dependent upon the General Partner and its affiliates for management and
administrative services ("Managing Agent").  Any of the computer programs or
hardware that have date-sensitive software or embedded chips may recognize a
date using "00" as the year 1900 rather than the year 2000.  This could result
in a system failure or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process transactions,
send invoices, or engage in similar normal business activities.

Over the past two years, the Managing Agent has determined that it will be
required to modify or replace significant portions of its software and certain
hardware so that those systems will properly utilize dates beyond December 31,
1999.  The Managing Agent presently believes that with modifications or
replacements of existing software and certain hardware, the Year 2000 issue can
be mitigated.  However, if such modifications and replacements are not made or
not completed in time, the Year 2000 issue could have a material impact on the
operations of the Partnership.

The Managing Agent's plan to resolve Year 2000 issues involves four Phases:
assessment, remediation, testing, and implementation.  To date, the Managing
Agent has fully completed its assessment of all the information systems that
could be significantly affected by the Year 2000, and has begun the remediation,
testing and implementation phases on both hardware and software systems.
Assessments are continuing in regards to embedded systems.  The status of each
is detailed below.

Status of Progress in Becoming Year 2000 Compliant, Including Timetable for
Completion of Each Remaining Phase

Computer Hardware:

During 1997 and 1998, the Managing Agent identified all of the computer systems
at risk and formulated a plan to repair or replace each of the affected systems.
In August 1998, the mainframe system used by the Managing Agent became fully
functional.  In addition to the mainframe, PC-based network servers and routers
and desktop PCs were analyzed for compliance.  The Managing Agent has begun to
replace each of the non-compliant network connections and desktop PCs and, as of
December 31, 1998, had completed approximately 75% of this effort.

The total cost to the Managing Agent to replace the PC-based network servers,
routers and desktop PCs is expected to be approximately $1.5 million of which
$1.3 million has been incurred to date.  The remaining network connections and
desktop PCs are expected to be upgraded to Year 2000 compliant systems by March
31, 1999.

Computer software:

The Managing Agent utilizes a combination of off-the-shelf, commercially
available software programs as well as custom-written programs that are designed
to fit specific needs.  Both of these types of programs were studied, and
implementation plans written and executed with the intent of repairing or
replacing any non-compliant software programs.

During 1998, the Managing Agent began converting the existing property
management and rent collection systems to its management properties Year 2000
compliant systems.  The estimated additional costs to convert such systems at
all properties, is $200,000, and the implementation and the testing process is
expected to be completed by March 31, 1999.

The final software area is the office software and server operating systems.
The Managing Agent has upgraded all non-compliant office software systems on
each PC and has upgraded 80% of the server operating systems.  The remaining
server operating systems are planned to be upgraded to be Year 2000 compliant by
March 31, 1999.

Operating Equipment:

The Managing Agent has operating equipment, primarily at the property sites,
which needed to be evaluated for Year 2000 compliance.  In September 1997, the
Managing Agent began taking a census and inventory of embedded systems
(including those devices that use time to control systems and machines at
specific properties, for example elevators, heating, ventilating, and air
conditioning systems, security and alarm systems, etc.).

The Managing Agent has chosen to focus its attention mainly upon security
systems, elevators, heating, ventilating and air conditioning systems, telephone
systems and switches, and sprinkler systems.  While this area is the most
difficult to fully research adequately, management has not yet found any major
non-compliance issues that put the Managing Agent at risk financially or
operationally.  The Managing Agent intends to have a third-party conduct an
audit of these systems and report their findings by March 31, 1999.

Any of the above operating equipment that has been found to be non-compliant to
date has been replaced or repaired.  To date, these have consisted only of
security systems and phone systems.  As of December 31, 1998 the Managing Agent
has evaluated approximately 86% of the operating equipment for the Year 2000
compliance.

The total cost incurred for all properties managed by the Managing Agent as of
December 31, 1998 to replace or repair the operating equipment was approximately
$400,000.  The Managing Agent estimates the cost to replace or repair any
remaining operating equipment is approximately $325,000, which is expected to be
completed by April 30, 1999.

The Managing Agent continues to have "awareness campaigns" throughout the
organization designed to raise awareness and report any possible compliance
issues regarding operating equipment within our enterprise.

Nature and Level of Importance of Third Parties and Their Exposure to the Year
2000

The Managing Agent continues to conduct surveys of its banking and other vendor
relationships to assess risks regarding their Year 2000 readiness.  The Managing
Agent has banking relationships with three major financial institutions, all of
which have indicated their compliance efforts will be complete before May 1999.
The Managing Agent has updated data transmission standards with two of the three
financial institutions.  The Managing Agent's contingency plan in this regard is
to move accounts from any institution that cannot be certified Year 2000
compliant by June 1, 1999.

The Partnership does not rely heavily on any single vendor for goods and
services, and does not have significant suppliers and subcontractors who share
information systems (external agent).  To date the Partnership is not aware of
any external agent with a Year 2000 compliance issue that would materially
impact the Partnership's results of operations, liquidity, or capital resources.
However, the Partnership has no means of ensuring that external agents will be
Year 2000 compliant.

The Managing Agent does not believe that the inability of external agents to
complete their Year 2000 remediation process in a timely manner will have a
material impact on the financial position or results of operations of the
Partnership.  However, the effect of non-compliance by external agents is not
readily determinable.

Costs to Address Year 2000

The total cost of the Year 2000 project to the Managing Agent is estimated at
$3.5 million and is being funded from operating cash flows.  To date, the
Managing Agent has incurred approximately $2.8 million ($0.6 million expensed
and $2.2 million capitalized for new systems and equipment) related to all
phases of the Year 2000 project.  Of the total remaining project costs,
approximately $0.5 million is attributable to the purchase of new software and
operating equipment, which will be capitalized.  The remaining $0.2 million
relates to repair of hardware and software and will be expensed as incurred.
The Partnership's portion of these costs are not material.

Risks Associated with the Year 2000

The Managing Agent believes it has an effective program in place to resolve the
Year 2000 issue in a timely manner.  As noted above, the Managing Agent has not
yet completed all necessary phases of the Year 2000 program.  In the event that
the Managing Agent does not complete any additional phases, certain worst case
scenarios could occur.  The worst case scenarios could include elevators,
security and heating, ventilating and air conditioning systems that read
incorrect dates and operate with incorrect schedules (e.g., elevators will
operate on Monday as if it were Sunday).  Although such a change would be
annoying to residents, it is not business critical.

In addition, disruptions in the economy generally resulting from Year 2000
issues could also adversely affect the Partnership.  The Partnership could be
subject to litigation for, among other things, computer system failures,
equipment shutdowns or failure to properly date business records.  The amount of
potential liability and lost revenue cannot be reasonably estimated at this
time.

Contingency Plans Associated with the Year 2000

The Managing Agent has contingency plans for certain critical applications and
is working on such plans for others.  These contingency plans involve, among
other actions, manual workarounds and selecting new relationships for such
activities as banking relationships and elevator operating systems.




ITEM 7.  FINANCIAL STATEMENTS


CONSOLIDATED CAPITAL PROPERTIES III


LIST OF FINANCIAL STATEMENTS


Report of Ernst & Young LLP, Independent Auditors

Consolidated Balance Sheet - December 31, 1998

Consolidated Statements of Operations - Years ended December 31, 1998 and 1997

Consolidated Statements of Changes in Partners' Capital (Deficit) - Years ended
     December 31, 1998 and 1997

Consolidated Statements of Cash Flows - Years ended December 31, 1998 and 1997

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, 1998, 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, 1998.  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 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Consolidated Capital Properties III at December 31, 1998, and the consolidated
results of its operations and its cash flows for each of the two years in the
period ended December 31, 1998, in conformity with generally accepted accounting
principles.


                                                           /s/ ERNST & YOUNG LLP


Greenville, South Carolina
March 3, 1999




                      CONSOLIDATED CAPITAL PROPERTIES III

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                               December 31, 1998



Assets

  Cash and cash equivalents                                      $  2,883

  Receivables and deposits                                            216

  Restricted escrows                                                   78

  Other assets                                                        288

  Investment properties (Notes E and I):



     Land                                           $  1,552

     Buildings and related personal property          13,037

                                                      14,589

     Less accumulated depreciation                   (10,089)       4,500


                                                                 $  7,965


Liabilities and Partners' Capital (Deficit)


Liabilities

  Accounts payable                                               $     61

  Tenant security deposit liabilities                                 140

  Other liabilities                                                   165

  Mortgage notes payable (Note E)                                   4,200


Partners' Capital (Deficit)

  General partners'                                 $ (1,894)

  Limited partners' (158,582 units issued and

    outstanding)                                       5,293        3,399



                                                                 $  7,965


          See Accompanying Notes to Consolidated Financial Statements





                      CONSOLIDATED CAPITAL PROPERTIES III

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



                                               Years Ended December 31,

                                                     1998          1997

Revenues:

  Rental income                                    $3,669        $3,434

  Other income                                        254           258

     Total revenues                                 3,923         3,692


Expenses:

  Operating                                         1,878         1,937

  General and administrative                          263           281

  Depreciation                                        465           426

  Interest                                            338           339

  Property taxes                                      219           218

     Total expenses                                 3,163         3,201


Net income                                         $  760        $  491


Net income allocated to general partners (4%)      $   30        $   20


Net income allocated to limited partners (96%)        730           471


                                                   $  760        $  491


Net income per limited partnership unit            $ 4.60        $ 2.97


Distributions per limited partnership unit         $   --        $13.69


          See Accompanying Notes to Consolidated Financial Statements







                      CONSOLIDATED CAPITAL PROPERTIES III



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



                                   Limited

                                 Partnership    General     Limited

                                    Units      Partners    Partners     Total


Original capital contributions    158,945      $      1    $ 79,473    $ 79,474


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


Net income for the year ended

 December 31, 1998                     --            30         730         760


Partners' (deficit) capital at

 December 31, 1998                158,582      $ (1,894)   $  5,293    $  3,399


          See Accompanying Notes to Consolidated Financial Statements






                      CONSOLIDATED CAPITAL PROPERTIES III

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)



                                                       Years Ended December 31,

                                                           1998        1997

Cash flows from operating activities:

  Net income                                            $   760     $   491

  Adjustments to reconcile net income to net cash

    provided by operating activities:

    Depreciation                                            465         426

    Amortization of lease commissions

        and loan costs                                       61          52

    Change in accounts:

      Receivables and deposit liabilities                   (17)         53

      Other assets                                          (34)        (45)

      Accounts payable                                      (78)         25

      Tenant security deposits                               19           7

      Other liabilities                                      21         (17)


            Net cash provided by operating activities     1,197         992


Cash flows from investing activities:

  Property improvements and replacements                   (380)       (391)

  Net receipts from restricted escrows                       28         116


         Net cash used in investing activities             (352)       (275)



Cash flows from financing activities:

  Payment of loan costs                                      --         (20)

  Partners' distributions                                    --      (2,262)


         Net cash used in financing activities               --      (2,282)


Net increase (decrease) in cash and cash

  equivalents                                               845      (1,565)


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


Cash and cash equivalents at end of period              $ 2,883     $ 2,038


Supplemental disclosure of cash flow information:

  Cash paid for interest                                $   308     $   308


          See Accompanying Notes to Consolidated Financial Statements

  
  
  
  


                      CONSOLIDATED CAPITAL PROPERTIES III

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               December 31, 1998


NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization:  Consolidated Capital Properties III, a California limited
partnership (the "Registrant" or "Partnership"), 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.
("CEI" or the "General Partner"). As of December 31, 1998, Insignia Properties
Trust ("IPT") a subsidiary of Apartment Investment and Management Company
("AIMCO") owned 100% of the outstanding stock of CEI. Therefore, the General
Partner is a subsidiary of 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, 1998, the Partnership owned two residential properties in Florida,
one residential property in Kentucky and one commercial property located in
Utah.

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.

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 these 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 one commercial office building 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
years ended December 31, 1998 or 1997.

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 7 years.

Cash and Cash Equivalents:  Includes cash on hand and in banks, money market
funds and certificates of deposit with original maturities less than 90 days.
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. 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,
 1998, this reserve totaled approximately $14,000.

 Replacement Reserve:  As a result of the 1996 refinancing, each property makes
 monthly deposits to establish and maintain a replacement reserve designated
 for repairs and replacements at the properties.  At December 31, 1998, this
 reserve totaled approximately $64,000.

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 $52,000 are included in other assets at
December 31, 1998.

Loan Costs:  Loan costs of approximately $214,000, less accumulated amortization
of approximately $69,000, are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

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.  The Partnership recognizes income as
earned on its leases.  In addition, the General Partner's policy is to offer
rental concessions during periods of declining occupancy or in response to heavy
competition from other similar complexes in the area.  Concessions are charged
against rental income as incurred.

The Partnership leases certain commercial space to tenants under various lease
terms. For leases containing fixed rental increases during their term, rents are
recognized on a straight-line basis over the terms of the lease.  For all other
leases, rents are recognized over the terms of the lease as earned.

Segment Reporting:  In June 1997, the Financial Accounting Standards Board
issued SFAS No. 131, "Disclosure about Segments of an Enterprise and Related
Information" ("Statement 131"), which is effective for years beginning after
December 15, 1997. Statement 131 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 J" for disclosure).

Advertising:  The Partnership expenses the costs of advertising as incurred.
Advertising costs of approximately $53,000 and $48,000 for the years ended
December 31, 1998 and 1997, respectively were charged to operating expense as
incurred.

Reclassification:  Certain reclassifications have been made to the 1997
information to conform to the 1998 presentation.

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 Apartment Investment and Management Company ("AIMCO"), a publicly
traded real estate investment trust, with AIMCO being the surviving corporation
(the "Insignia Merger").  As a result, AIMCO ultimately acquired a 100%
ownership interest in Insignia Properties Trust ("IPT"), the entity which
controls the General Partner.  The General Partner does not believe that this
transaction will have a material effect on the affairs and operations of the
Partnership.

NOTE C - 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 the General Partner and
affiliates during each of the years ended December 31, 1998 and 1997:

                                                     1998        1997
                                                      (in thousands)

Property management fees (included in operating
 expenses)                                            $180        $181

Reimbursement for services of affiliates
 (included in operating and general and
 administrative expenses) (1)                          147         153

Partnership management fees (included in
 general and administrative expenses)                   --          38

(1)  Included in "Reimbursements for services of affiliates" for the years ended
     December 31, 1998 and 1997, is approximately $5,000 and $4,000 in
     reimbursements for construction oversight costs, respectively.

Additionally, the Partnership paid approximately $18,000 and $42,000 during the
years ended December 31, 1998 and 1997, 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
during the year ended December 31, 1997, to affiliates of the General Partner
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.

During the years ended December 31, 1998 and 1997, 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 $146,000 and $139,000 for the
years ended December 31, 1998 and 1997 respectively. During the year ended
December 31, 1997 and for the nine months ending September 30, 1998, affiliates
of the General Partner were entitled to varying percentages of gross receipts
from the Registrant's commercial property as compensation for providing property
management services.  These services were performed by affiliates of the General
Partner during 1997 and for the nine months ending September 31, 1998 and were
approximately $42,000 and $34,000 respectively,  Effective October 1, 1998 (the
effective date of the Insignia Merger (see "Note B")), those services for the
commercial properties were provided by Insignia/ESG, which is no longer a
related party.

An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $147,000 and $153,000 for the
years ended December 31, 1998 and 1997, respectively.

During July 1998, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 75,000 of the outstanding units of
limited partnership interest in the Partnership at $60 per Unit, net to the
seller in cash.  The Purchaser acquired 17,056.00 units pursuant to this tender
offer.  AIMCO currently owns, through its affiliates, a total of 57,052.5
limited partnership units or 35.976%. Consequently, AIMCO could be in a position
to significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. 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 their affiliation
with the General Partner.

For the period of January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 which 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 was not significant.

NOTE D - DISTRIBUTIONS

During the year ended December 31, 1997, the Partnership paid distributions
totaling approximately $2,262,000 to the partners, of which approximately
$435,000 was attributable to cash flow from operations and approximately
$1,827,000 represented a return of capital.  No distributions were paid during
1998.  Subsequent to the Partnership's fiscal year-end, a distribution of
$1,985,000 was paid to the partners of which approximately $1,826,000
represented a return of capital and approximately $159,000 was from cash flow
from operations.

NOTE E - MORTGAGE NOTES PAYABLE

The principle terms of the mortgage notes payable are as follows:



                            Principal   Monthly                      Principal

                            Balance At  Interest  Stated              Balance

                           December 31,   Only   Interest Maturity     Due At

Property                       1998     Payment    Rate     Date      Maturity

                              (in thousands)                     (in thousands)


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


In November of 1996, Ventura Landing and Village Green 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.  These
loan costs are included in other assets on the 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, both loans require prepayment penalties if repaid prior to
maturity and prohibit resale of the properties subject to existing indebtedness.

The estimated fair values of the Partnership's aggregate debt is approximately
$4,200,000.  This estimate is not necessarily indicative of the amounts the
Partnership may pay in actual market transactions.

NOTE F - 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, 1998, are as
follows (in thousands):


      1999        $  819

      2000           535

      2001           225

      2002           124

      2003            11

                  $1,714


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 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):


                                                  1998        1997


Net income as reported                          $  760      $  491

Add (deduct):

 Deferred revenue and other liabilities              1           4

 Depreciation differences                           52         (22)

 Accrued expenses                                   22          (9)

 Other                                              (1)          3


Federal taxable income                          $  834      $  467


Federal taxable income per limited

  partnership unit                              $ 5.05      $ 2.82


The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 1998 (in thousands):


Net assets as reported                                      $  3,399

Differences in basis of assets and liabilities

 Investment properties at cost                                 3,803

 Accumulated depreciation                                        (77)

 Other assets and liabilities                                    140

 Syndication costs                                             8,692


Net assets - tax basis                                      $ 15,957



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 - REAL ESTATE AND ACCUMULATED DEPRECIATION


                                    Initial Cost

                                   To Partnership

                                   (in thousands)


                                               Buildings        Cost

                                              and Related    Capitalized

                                                Personal    Subsequent to

Description          Encumbrances     Land      Property     Acquisition

                    (in thousands)                         (in thousands)


Professional Plaza    $   --         $1,045      $2,033       $1,278

Ventura Landing        2,200            282       3,754        1,116

Village Green          2,000            125       2,375          325

West Chase                --            100       1,702          454

                                    
Totals                $4,200         $1,552      $9,864       $3,173



<TABLE>
<CAPTION>



                  Gross Amount At Which Carried

                       At December 31, 1998

                          (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>

Professional Plaza $1,045    $ 3,311   $ 4,356     $ 3,159       03/03/81     5-19

Ventura Landing       282      4,870     5,152       4,398       10/07/81     5-19

Village Green         125      2,700     2,825       1,298       12/20/91     3-15

West Chase            100      2,156     2,256       1,234       09/17/90     5-15


Totals             $1,552    $13,037   $14,589     $10,089

</TABLE>




Reconciliation of "Real Estate and Accumulated Depreciation":


                                               Years Ended December 31,

Real Estate                                       1998          1997


Balance at beginning of year                    $14,209       $13,818

    Property improvements                           380           391

Balance at end of Year                          $14,589       $14,209


Accumulated Depreciation

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

     Additions charged to expense                   465           426

Balance at end of year                          $10,089       $ 9,624


The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1998 and 1997 is approximately $18,481,000 and $18,012,000,
respectively.  The accumulated depreciation taken for Federal income tax
purposes at December 31, 1998 and 1997, is approximately $10,166,000 and
$9,753,000, respectively.

NOTE J - SEGMENT INFORMATION

Description of the types of products and services from which the reportable
segment derives its revenues:  As defined by SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", the Partnership has two
reportable segments: residential properties and commercial properties.  The
Partnership's residential property segment consists of three apartment complexes
in two states in the United States.  The Partnership rents apartment units to
people for terms that are typically twelve months or less.  The commercial
property segment consists of an office building located in Salt Lake City, Utah.
This property leases space to a variety of tenants at terms ranging from one to
five years.

Measurement of segment profit or loss:  The Partnership evaluates performance
based on net income.  The accounting policies of the reportable segments are the
same as those described in the summary of significant accounting policies.

Factors management used to identify the enterprise's reportable segments:  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 1998 and 1997 is shown in the tables below.
The "Other" column includes partnership administration related items and income
and expense not allocated to the reportable segments (in thousands).

1998
                                    Residential  Commercial    Other    Totals
Rental income                       $ 2,733      $   936     $    --   $ 3,669
Other income                            159            3          92       254
Interest expense                        338           --          --       338
Depreciation                            417           48          --       465
General and administrative expense       --           --         263       263
Segment profit (loss)                   499          432        (171)      760
Total assets                          3,978        1,484       2,503     7,965
Capital expenditures for investment
 properties                             323           57          --       380


1997
                                     Residential  Commercial   Other    Totals
Rental income                       $ 2,601       $   833     $    --  $ 3,434
Other income                            134            10         114      258
Interest expense                        339            --          --      339
Depreciation                            381            45          --      426
General and administrative expense       --            --         281      281
Segment profit (loss)                   310           348        (167)     491
Total assets                          3,997         1,367       1,879    7,243
Capital expenditures for investment
 properties                             309            82          --      391

NOTE K - 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, the General Partner and several of their affiliated
partnerships and corporate entities. The complaint 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 the acquisition by Insignia and entities which were, at
the time, affiliates of Insignia ("Insignia Affiliates") of interests in certain
general partner entities, past tender offers by Insignia Affiliates as well as a
recently announced agreement between Insignia and AIMCO.  The complaint seeks
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
have filed an amended complaint. The General Partner has filed demurrers to the
amended complaint which were heard during February 1999.  No ruling on such
demurrers has been received. The General Partner does not anticipate that costs
associated with this case, if any, to be material to the Partnership's overall
operations.

On July 30, 1998, certain entities claiming to own limited partnership interests
in certain limited partnerships whose general partners were, at the time,
affiliates of Insignia filed a complaint entitled Everest Properties, LLC, et.
al. v. Insignia Financial Group, Inc., et. al. in the Superior Court of the
State of California, County of Los Angeles. The action involves 44 real estate
limited partnerships (including the Partnership) in which the plaintiffs
allegedly own interests and which Insignia Affiliates allegedly manage or
control (the "Subject Partnerships"). This case was settled on March 3, 1999.
The Partnership is responsible for a portion of the settlement costs.  The
expense will not have a material effect on the Partnership's net income.

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.


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

There were no disagreements with Ernst & Young, LLP regarding the 1998 or 1997
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

Consolidated Capital Properties III (the "Partnership" or "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"
or "General Partner"), the 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

Patrick J. Foye       41    Executive Vice President and Director

Timothy R. Garrick    42    Vice President - Accounting and Director

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.

Timothy R. Garrick has served as Vice President-Accounting of AIMCO and Vice
President-Accounting and Director of the General Partner since October 1, 1998.
Prior to that date, Mr. Garrick served as Vice President-Accounting Services of
Insignia Financial Group since June of 1997.  From 1992 until June of 1997, Mr.
Garrick served as Vice President of Partnership Accounting and from 1990 to 1992
as an Asset Manager for Insignia Financial Group.  From 1984 to 1990, Mr.
Garrick served in various capacities with U.S. Shelter Corporation.  From 1979
to 1984, Mr. Garrick worked on the audit staff of Ernst & Whinney.  Mr. Garrick
received his B.S. Degree from the University of South Carolina and is a
Certified Public Accountant.

ITEM 10. EXECUTIVE COMPENSATION

No direct compensation was paid or payable by the Partnership to directors or
officers for the year ended December 31, 1998, 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, 1998.  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

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, 1998:

            Entity              Number of Unite    Percentage


 Cooper River Properties, LLC

   (an affiliate of AIMCO)          17,056.0        10.755%

Insignia Properties LP

   (an affiliate of AIMCO)          39,761.5        25.073%

AIMCO Properties LP

   (an affiliate of AIMCO)             235.0          .148%


Cooper River Properties LLC and Insignia Properties LP are indirectly ultimately
owned by AIMCO.  Their business address is 55 Beattie Place, Greenville, SC
29602.  AIMCO Properties is also owned by AIMCO and its business address is 1873
Bellaire Street, 17th Floor, Denver, CO 80222.

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

On October 1, 1998,  Insignia Financial Group, Inc. merged into AIMCO, a real
estate investment trust, whose Class A Common Shares are listed on the New York
Stock Exchange.  As a result of such merger, AIMCO and AIMCO Properties, L.P., a
Delaware limited partnership and the operating partnership of AIMCO ("AIMCO OP")
acquired indirect control of the General Partner.  AIMCO and its affiliates
currently own 35.976%  of the limited partnership interests in the Partnership.
AIMCO is presently considering whether it will engage in an exchange offer for
additional limited partnership interests in the Partnership. There is a
substantial likelihood that, within a short period of time, AIMCO OP will offer
to acquire limited partnership interests in the Partnership for cash or
preferred units or common units of limited partnerships interests in AIMCO OP.
While such an exchange offer is possible, no definite plans exist as to when or
whether to commence such an exchange offer, or as to the terms of any such
exchange offer, and it is possible that none will occur.

A registration statement relating to these securities has been filed with the
Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This Form 10-KSB shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state.

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 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 the General Partner and affiliates during each of the
years ended December 31, 1998 and 1997:

                                                      1998        1997
                                                        (in thousands)

Property management fees                              $180        $181

Reimbursement for services of affiliates (1)           147         153

Partnership management fees                             --          38

(1)  Included in "Reimbursements for services of affiliates" for the years ended
     December 31, 1998 and 1997, is approximately $5,000 and $4,000 in
     reimbursements for construction oversight costs, respectively.

Additionally, the Partnership paid approximately $18,000 and $42,000 during the
years ended December 31, 1998 and 1997, 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
during the year ended December 31, 1997, to affiliates of the General Partner
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.

During the years ended December 31, 1998 and 1997, affiliates of the General
Partner were entitled to receive 5% of gross receipts from all of Registrant's
properties as compensation for providing property management services.  The
Registrant paid to such affiliates $146,000 and $139,000 for the years ended
December 31, 1998 and 1997 respectively. During the year ended December 31, 1997
and for the nine months ending September 30, 1998, affiliates of the General
Partner were entitled to varying percentages of gross receipts from the
Registrant's commercial property as compensation for providing property
management services.  These services were performed by affiliates of the General
Partner during 1997 and for the nine months ending September 31, 1998 and were
approximately $42,000 and $34,000 respectively,  Effective October 1, 1998 (the
effective date of the Insignia Merger), those services for the commercial
properties were provided by Insignia, ESG, which is no longer a related party.

An affiliate of the General Partner received reimbursement of accountable
administrative expenses amounting to approximately $147,000 and $153,000 for the
years ended December 31, 1998 and 1997, respectively.

During July 1998, an affiliate of the General Partner (the "Purchaser")
commenced a tender offer for limited partnership interests in the Partnership.
The Purchaser offered to purchase up to 75,000 of the outstanding units of
limited partnership interest in the Partnership at $60 per Unit, net to the
seller in cash.  The Purchaser acquired 17,056.00 units pursuant to this tender
offer.  AIMCO currently owns, through its affiliates, a total of 57,052.5
limited partnership units or 35.976%. Consequently, AIMCO could be in a position
to significantly influence all voting decisions with respect to the Registrant.
Under the Partnership Agreement, unitholders holding a majority of the Units are
entitled to take action with respect to a variety of matters. 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 their affiliation
with the General Partner.

For the period of January 1, 1997, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
General Partner with an 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 which 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 was 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 1998:

      Current Report on Form 8-K dated October 1, 1998 and filed October 16,
      1998, disclosing change in control of the Registrant from Insignia 
      Financial Group, Inc. to AIMCO.



                                   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/ Patrick J. Foye
                                    Patrick J. Foye
                                    Executive Vice President


                                By: /s/ Timothy R. Garrick
                                    Timothy R. Garrick
                                    Vice President - Accounting


                                Date:  March 26, 1999


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 26, 1999
Patrick J. Foye           and Director


/s/ Timothy R. Garrick     Vice President - Accounting  Date:  March 26, 1999
Timothy R. Garrick         and Director




                               INDEX OF EXHIBITS


EXHIBIT NO.  DOCUMENT DESCRIPTION

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 Company (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 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 reference 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 Management 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
           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, 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 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, 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 reference to the Annual Report on
           Form 10-K for the year ended December 31, 1992).

27         Financial Data Schedule