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, 2001

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

                For the transition period from _________to _________

                         Commission file number 0-10273

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

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

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                     Units of Limited Partnership Interests
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the best of the  registrant's  knowledge  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year.  $3,368,000

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, 2001. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None

                                    PART I

Item 1.     Description of Business

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

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

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

The  Registrant  is engaged in the business of operating and holding real estate
properties for  investment.  At December 31, 2001, the  Partnership  owned three
apartment  complexes.  Prior to 2000, the  Partnership  disposed of twenty-seven
properties,  two of which  were  reacquired  through  foreclosure.  See "Item 2.
Description  of  Properties"  below  for  a  description  of  the  Partnership's
remaining properties.

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

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

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

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

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

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



<PAGE>


Item 2.     Description of Properties

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

                                 Date of
Property                         Purchase      Type of Ownership            Use

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

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

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

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

Schedule of Properties

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

<TABLE>
<CAPTION>

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

Ventura Landing
<S>                       <C>          <C>         <C>                   <C>
 Apartments               $ 5,920      $ 4,795     5-15 yrs    S/L       $ 1,252
Village Green
 Apartments                 3,495        2,010     3-15 yrs    S/L         3,708
West Chase Apartments       2,693        1,649     5-15 yrs    S/L         1,845

         Total            $12,108      $ 8,454                           $ 6,805

</TABLE>

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


<PAGE>


Schedule of Property Indebtedness

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

<TABLE>
<CAPTION>

                       Principal                                             Principal
                       Balance At                                             Balance
                      December 31,    Interest      Period      Maturity      Due At
     Property           2001 (1)        Rate     Amortized(2)     Date     Maturity (2)
                     (in thousands)                                       (in thousands)

Ventura Landing
<S>                     <C>            <C>          <C>           <C>          <C>
 Apartments             $ 4,186        7.54%        20 yrs        07/21        $ --
Village Green
 Apartments               3,549        7.54%        20 yrs        08/21          --
West Chase
 Apartments               1,099        7.87%        20 yrs        12/19          --

      Totals            $ 8,834                                                $ --

</TABLE>

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

(2)   The mortgage will be fully amortized at maturity.

On June 28, 2001, the Partnership  refinanced the mortgage  encumbering  Ventura
Landing  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$2,200,000  with a new  mortgage  in the  amount  of  $4,225,000.  Approximately
$60,000 of the proceeds was placed into a restricted  escrow account  maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the  mortgage  loan of  approximately  $34,000  are due  monthly  until the loan
matures in July 2021 at which time the mortgage will be fully  amortized.  Total
capitalized loan costs were approximately  $177,000.  The Partnership recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$36,000 due to the write-off of unamortized loan costs.

On July 24, 2001, the Partnership  refinanced the mortgage  encumbering  Village
Green  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$2,000,000  with a new  mortgage  in the  amount  of  $3,575,000.  Approximately
$117,000 of the proceeds was placed into a restricted escrow account  maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the  mortgage  loan of  approximately  $29,000  are due  monthly  until the loan
matures in August 2021 at which time the mortgage will be fully amortized. Total
capitalized loan costs were approximately  $161,000.  The Partnership recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$34,000 due to the write-off of unamortized loan costs.


<PAGE>



Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2001 and 2000 for each property
are as follows:

                                         Average Annual           Average Annual
                                          Rental Rates              Occupancy
                                           (per unit)
 Property                             2001           2000          2001     2000

 Ventura Landing Apartments          $7,527         $7,190         94%       94%
 Village Green Apartments             7,445          7,119         93%       93%
 West Chase Apartments                6,297          6,235         89%       90%

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

Real Estate Taxes and Rates

Real estate taxes and rates in 2001 for each property are as follows:

                                             2001           2001
                                           Billing          Rate
                                        (in thousands)

Ventura Landing Apartments                   $98           2.26%
Village Green Apartments                      81           1.95%
West Chase Apartments                         18            .96%

Capital Improvements

Village Green Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$205,000  of  capital  improvements  at  Village  Green  Apartments   consisting
primarily of structural  improvements,  electrical  upgrades,  air  conditioning
improvements,  and floor covering  replacement.  These  improvements were funded
from  operations  and  replacement   reserves.   The  Partnership  is  currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $49,200.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.


<PAGE>



West Chase Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$307,000 of capital  improvements at West Chase Apartments  consisting primarily
of floor covering replacement,  exterior painting, air conditioning  replacement
and  construction  related  to damage  caused by a fire in January  2001.  These
improvements  were funded from  operations and advances from an affiliate of the
General  Partner.  The  advance  was  required  due to delays in  receiving  the
insurance  proceeds  related to the fire.  The insurance  proceeds were received
later in 2001 and are held with the mortgage  lender at December  31, 2001.  The
Partnership  is  currently  evaluating  the  capital  improvement  needs  of the
property for the upcoming year. The minimum amount to be budgeted is expected to
be $300 per unit or $36,000.  Additional improvements may be considered and will
depend on the physical condition of the property as well as replacement reserves
and anticipated cash flow generated by the property.

Ventura Landing Apartments

During the year ended December 31, 2001, the Partnership completed approximately
$256,000  of capital  improvements  at  Ventura  Landing  Apartments  consisting
primarily  of  structural  improvements,  roof  replacement  and floor  covering
replacement.  These  improvements  were funded from  operations and  replacement
reserves.  The Partnership is currently evaluating the capital improvement needs
of the  property  for the upcoming  year.  The minimum  amount to be budgeted is
expected  to be  $300  per  unit  or  $55,200.  Additional  improvements  may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

The  capital  improvements  planned  for  the  year  2002  at the  Partnership's
properties will be made only to the extent of cash available from operations and
Partnership  reserves. To the extent that such budgeted capital improvements are
completed,  the Registrant's  distributable  cash flow, if any, may be adversely
affected at least in the short term.

Item 3.     Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial Group, Inc., et al. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General  Partner and affiliated  defendants  intend to oppose the motion and are
scheduled  to file their  opposition  brief on March 26,  2002. A hearing on the
motion has been  scheduled for April 29, 2002.  The Court has set the matter for
trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint as a violation of its July 10, 2001 order in the Nuanes action.

The  General  Partner  does not  anticipate  that any  costs,  whether  legal or
settlement  costs,   associated  with  these  cases  will  be  material  to  the
Partnership's overall operations.

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


<PAGE>



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

The unit  holders  of the  Partnership  did not vote on any  matter  during  the
quarter ended December 31, 2001.


<PAGE>


                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The  Partnership,  a  publicly-held  limited  partnership,  sold 158,945 Limited
Partnership  Units  aggregating  $79,473,000.  In addition,  the General Partner
contributed a total of $1,000 to the Partnership.  The Partnership currently has
4,890 holders of record owning an aggregate of 158,582 Units.  Affiliates of the
General Partner owned 78,697 Units or 49.63% at December 31, 2001.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2000 and 2001.

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)
       01/01/00 - 12/31/00              $1,086 (1)            $ 6.74
       01/01/01 - 12/31/01               3,257 (2)             20.33

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

(2)   Consists of $484,000 of cash from operations,  $2,760,000 of cash from the
      refinancing  proceeds of Ventura  Landing  Apartments  and  Village  Green
      Apartments  and  $13,000   distributed  to  the  general  partner  of  the
      majority-owned sub-tier limited partnership.

Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, property sales and/or refinancings. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures to permit any additional  distributions to its partners in
the year 2002 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 78,697 limited partnership units in
the Partnership  representing  49.63% of the  outstanding  Units at December 31,
2001. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the General Partner. As a result of its ownership
of 49.63% of the outstanding Units, AIMCO is in a position to influence all such
voting decisions with respect to the Registrant.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest  of the General  Partner  because of its  affiliation  with the General
Partner.


<PAGE>


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

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

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

Results of Operations

The  Partnership's  net  income  for  the  year  ended  December  31,  2001  was
approximately $50,000,  compared to net income of approximately $177,000 for the
year ended  December 31, 2000.  The decrease in net income is due to an increase
in total expenses and the recognition  during 2001 of an  extraordinary  loss on
early extinguishment of debt in connection with the refinancing of the mortgages
at Ventura  Landing  Apartments  and Village Green  Apartments  (as discussed in
"Liquidity  and Capital  Resources"),  partially  offset by an increase in total
revenues. Total expenses increased due to increases in operating,  depreciation,
interest and property tax  expenses,  partially  offset by a decrease in general
and  administrative  expenses.  Operating  expenses  increased  primarily due to
increases in the insurance  premiums at Ventura  Landing  Apartments and Village
Green  Apartments  and increased  utility  expenses at all of the  Partnership's
investment properties. The increase in operating expense was partially offset by
a decrease in maintenance  expense at Ventura Landing  Apartments.  Depreciation
expense   increased  at  all  three   investment   properties  due  to  property
improvements and replacements placed into service during the past twelve months.
Interest  expense  increased due to the  refinancing of the mortgages at Ventura
Landing  Apartments and Village Green  Apartments  which resulted in larger loan
balances.  Property  tax expense  increased  due to an increase in the  assessed
value at Ventura Landing Apartments and Village Green Apartments.

General and  administrative  expenses  decreased for the year ended December 31,
2001 as a result of a decrease in legal fees and decreased professional expenses
associated  with the  management  of the  Partnership.  Included  in general and
administrative  expenses  for the years  ended  December  31,  2001 and 2000 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.

Total revenues increased due to an increase in rental income and the recognition
of a casualty gain during 2001.  Rental income increased due to increases in the
average rental rate at all three investment  properties and, to a lesser extent,
a  decrease  in bad debt  expense,  partially  offset  by a slight  decrease  in
occupancy at West Chase  Apartments,  and increased  concessions at all three of
the  Partnership's  investment  properties.  The casualty  gain is a result of a
January 2001 fire which occurred at West Chase  Apartments.  There was damage to
twelve  units  with a cost  of  repairs  of  approximately  $178,000.  Insurance
proceeds of approximately  $173,000 were received in 2001 to cover these damages
and are being held on deposit with the mortgage  lender.  After  writing off the
undepreciated  cost of the damaged units, the Partnership  recognized a casualty
gain of approximately  $132,000.  Other income remained  relatively constant for
the comparable periods.

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

At  December  31,  2001,  the  Partnership  held  cash and cash  equivalents  of
approximately  $336,000 compared to approximately $545,000 at December 31, 2000.
The  decrease  in  cash  equivalents  of   approximately   $209,000  is  due  to
approximately  $801,000 of cash used in investing  activities and  approximately
$86,000 of cash used in financing activities,  partially offset by approximately
$678,000  of cash  provided  by  operating  activities.  Cash used in  investing
activities consisted of property  improvements and replacements and, to a lesser
extent, net deposits to escrow accounts  maintained by the mortgage lender. Cash
used in financing activities consisted of the repayment of the existing mortgage
notes  payable at Ventura  Landing  Apartments  and  Village  Green  Apartments,
distributions to partners,  principal payments made on the mortgages encumbering
the Registrant's  properties,  loan costs paid related to the refinancing of the
mortgages  encumbering  Ventura Landing  Apartments and Village Green Apartments
and  payments  made on an advance  from an  affiliate,  partially  offset by net
proceeds  received  from the  refinancings  of Ventura  Landing  Apartments  and
Village  Green  Apartments  and an advance  from an  affiliate.  The  Registrant
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Partnership is currently
evaluating  the capital  improvement  needs of the  properties  for the upcoming
year.  The  minimum  amount to be  budgeted  is  expected to be $300 per unit or
$140,400.  Additional  improvements  may be  considered  and will  depend on the
physical  condition  of the  properties  as well  as  replacement  reserves  and
anticipated cash flow generated by the properties.

The additional  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.  On June 28, 2001,
the Partnership  refinanced the mortgage encumbering Ventura Landing Apartments.
The refinancing  replaced  indebtedness of  approximately  $2,200,000 with a new
mortgage in the amount of $4,225,000. Approximately $60,000 of the proceeds were
placed into a  restricted  escrow  account  maintained  by the  lender.  The new
mortgage  carries a stated interest rate of 7.54%.  The interest rate on the old
mortgage  was 7.33%.  Principal  and interest  payments on the mortgage  loan of
approximately  $34,000  are due monthly  until the loan  matures in July 2021 at
which time the mortgage will be fully  amortized.  Total  capitalized loan costs
were approximately $177,000. The Partnership recognized an extraordinary loss on
the early  extinguishment of debt of approximately  $36,000 due to the write-off
of unamortized loan costs.

On July 24, 2001, the Partnership  refinanced the mortgage  encumbering  Village
Green  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$2,000,000  with a new  mortgage  in the  amount  of  $3,575,000.  Approximately
$117,000 of the proceeds was placed into a restricted escrow account  maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the  mortgage  loan of  approximately  $29,000  are due  monthly  until the loan
matures in August 2021 at which time the mortgage will be fully amortized. Total
capitalized loan costs were approximately  $161,000.  The Partnership recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$34,000 due to the write-off of unamortized loan costs.

The mortgage  indebtedness on West Chase Apartments of approximately  $1,099,000
requires  monthly  payments of principal and interest  until the loan matures in
December 2019, at which time the loan will be fully amortized.

Pursuant to the Partnership Agreement,  the term of the Partnership is scheduled
to expire on December 31, 2010. Accordingly,  prior to such date the Partnership
will need to either  sell its  investment  properties  or extend the term of the
Partnership.  If the Partnership is unable to extend its term, the ultimate sale
price of the investment properties may be adversely affected.

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately  $3,257,000  (approximately  $3,224,000 to the limited partners or
$20.33  per  limited   partnership  unit),  of  which   approximately   $484,000
(approximately $464,000 to the limited partners or $2.93 per limited partnership
unit) was paid from  operations.  Approximately  $2,760,000  ($17.40 per limited
partnership unit) was paid to the limited partners from the refinancing proceeds
from Ventura Landing  Apartments and Village Green  Apartments.  During the year
ended December 31, 2000, the Partnership  distributed  approximately  $1,086,000
(approximately   $1,069,000  to  the  limited  partners  or  $6.74  per  limited
partnership unit), of which approximately  $436,000  (approximately  $419,000 to
the limited partners or $2.64 per limited  partnership unit) was attributable to
cash flow from operations. Approximately $650,000 ($4.10 per limited partnership
unit)  represented  1999 financing  proceeds on West Chase  Apartments which was
distributed  entirely to the limited partners.  In conjunction with the transfer
of  funds  from  the  majority  owned  sub-tier   limited   partnership  to  the
Partnership, approximately $13,000 was distributed to the general partner of the
majority owned sub-tier limited  partnership  during the year ended December 31,
2001. No such  distributions  occurred  during the year ended December 31, 2000.
Future cash  distributions  will depend on the levels of net cash generated from
operations,   the  availability  of  cash  reserves,  and  the  timing  of  debt
maturities, property sales and/or refinancings. The Partnership's cash available
for distribution is reviewed on a monthly basis.  There can be no assurance that
the Partnership  will generate  sufficient  funds from operations after required
capital  expenditures to permit any additional  distributions to its partners in
the year 2002 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 78,697 limited partnership units in
the Partnership  representing  49.63% of the  outstanding  Units at December 31,
2001. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the General Partner. As a result of its ownership
of 49.63% of the outstanding Units, AIMCO is in a position to influence all such
voting decisions with respect to the Registrant.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest  of the General  Partner  because of its  affiliation  with the General
Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after  December  15, 2001.  The General  Partner  does not  anticipate  that its
adoption  will have a material  effect on the  financial  position or results of
operations of the Partnership.


<PAGE>


Item 7.     Financial Statements


CONSOLIDATED CAPITAL PROPERTIES III

LIST OF FINANCIAL STATEMENTS


      Report of Ernst & Young LLP, Independent Auditors

      Consolidated Balance Sheet - December 31, 2001

      Consolidated Statements of Operations - Years ended December 31, 2001 and
      2000

      Consolidated  Statements of Changes in Partners' (Deficit) Capital - Years
      ended December 31, 2001 and 2000

      Consolidated Statements of Cash Flows - Years ended December 31, 2001 and
      2000

      Notes to Consolidated Financial Statements


<PAGE>


                 Report of Ernst & Young LLP, Independent Auditors



The Partners
Consolidated Capital Properties III


We have audited the  accompanying  consolidated  balance  sheet of  Consolidated
Capital  Properties  III as of December 31, 2001,  and the related  consolidated
statements of operations, changes in partners' (deficit) capital, and cash flows
for each of the two years in the period ended December 31, 2001. These financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  consolidated  financial  position of  Consolidated
Capital Properties III at December 31, 2001, and the consolidated results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2001, in conformity with accounting  principles  generally accepted
in the United States.


                                                            /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 15, 2002


<PAGE>





                       CONSOLIDATED CAPITAL PROPERTIES III

                           CONSOLIDATED BALANCE SHEET
                          (in thousands, except unit data)

                                December 31, 2001
<TABLE>
<CAPTION>


Assets
<S>                                                            <C>          <C>
   Cash and cash equivalents                                                $   336
   Receivables and deposits                                                     235
   Restricted escrows                                                           178
   Other assets                                                                 428
   Investment properties (Notes E and G):
      Land                                                     $  507
      Buildings and related personal property                  11,601
                                                               12,108
      Less accumulated depreciation                            (8,454)        3,654
                                                                            $ 4,831

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                         $   107
   Tenant security deposit liabilities                                           80
   Other liabilities                                                            216
   Mortgage notes payable (Note E)                                            8,834

Partners' Deficit
   General partners                                            $(1,869)
   Limited partners (158,582 units issued and
      outstanding)                                             (2,537)       (4,406)
                                                                            $ 4,831

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

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

<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                              2001         2000
Revenues:
<S>                                                          <C>          <C>
   Rental income                                             $ 3,008     $ 2,906
   Other income                                                  228         233
   Casualty gain                                                 132          --
      Total revenues                                           3,368       3,139

Expenses:
   Operating                                                   1,568       1,435
   General and administrative                                    330         349
   Depreciation                                                  591         559
   Interest                                                      565         437
   Property taxes                                                194         182
      Total expenses                                           3,248       2,962
Income before extraordinary item                                 120         177
Extraordinary loss on early extinguishment of debt               (70)         --
Net income                                                   $    50      $  177

Net income allocated to general partners (4%)                $     2      $    7
Net income allocated to limited partners (96%)                    48         170
                                                             $    50      $  177
Per limited partnership unit:
Income before extraordinary item                             $   .72      $ 1.07
Extraordinary loss on early extinguishment of debt              (.42)         --

Net income                                                   $   .30      $ 1.07

Distributions per limited partnership unit                   $ 20.33      $ 6.74

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

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

<TABLE>
<CAPTION>


                                         Limited
                                       Partnership    General     Limited
                                          Units      Partners    Partners     Total

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

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

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

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

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

Distributions to partners                     --          (33)     (3,224)    (3,257)

Net income for the year
   ended December 31, 2001                    --            2          48         50

Partners' deficit
   at December 31, 2001                  158,582      $(1,869)    $(2,537)   $(4,406)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>

                                                              Years Ended December 31,
                                                                  2001         2000
Cash flows from operating activities:
<S>                                                            <C>           <C>
  Net income                                                   $    50       $   177
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                    591           559
   Amortization of loan costs                                       29            32
   Extraordinary loss on early extinguishment of debt               70            --
   Casualty gain                                                  (132)           --
   Bad debt                                                         54            75
   Change in accounts:
      Receivables and deposits                                     (44)           35
      Other assets                                                  11            (5)
      Accounts payable                                              24           (54)
      Tenant security deposit liabilities                          (19)            2
      Other liabilities                                             44           (87)

       Net cash provided by operating activities                   678           734

Cash flows from investing activities:
  Property improvements and replacements                          (768)         (515)
  Net deposits to restricted escrows                               (33)          (12)
       Net cash used in investing activities                      (801)         (527)

Cash flows from financing activities:
  Loan costs paid                                                 (338)          (11)
  Proceeds from mortgage notes payable                           7,800            --
  Repayment of mortgage notes payable                           (4,200)           --
  Payments on mortgage notes payable                               (91)          (25)
  Distributions to partners                                     (3,257)       (1,086)
  Advance from affiliate                                           150            --
  Payments on advance from affiliate                              (150)           --


       Net cash used in financing activities                       (86)       (1,122)

Net decrease in cash and cash equivalents                         (209)         (915)

Cash and cash equivalents at beginning of period                   545         1,460

Cash and cash equivalents at end of period                     $   336       $   545

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $   511       $   397

At December 31,  2001,  receivables  and  deposits and cash flow from  investing
activities were adjusted by approximately $173,000 for non-cash activity related
to  insurance  proceeds  received  which are held on deposit  with the  mortgage
lender.


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                       CONSOLIDATED CAPITAL PROPERTIES III

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization:   Consolidated   Capital  Properties  III,  a  California  limited
partnership (the  "Partnership" or "Registrant")  was formed on May 22, 1980, to
acquire and operate commercial and residential  properties.  The general partner
responsible  for management of the  Partnership's  business is ConCap  Equities,
Inc. (the "General  Partner" or "CEI").  The General  Partner is a subsidiary of
Apartment  Investment and Management Company  ("AIMCO"),  a publicly traded real
estate  investment trust. 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,  2001,  the  Partnership  owned two  residential
properties in Florida and one residential property in Kentucky.

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

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

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

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

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  partners  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 partners.

Investment   Properties:   Investment  properties  consist  of  three  apartment
complexes and are stated at cost.  Acquisition fees are capitalized as a cost of
real estate.  In accordance  with  Statement of Financial  Accounting  Standards
("SFAS") No. 121,  "Accounting  for the Impairment of Long-Lived  Assets and for
Long-Lived Assets to Be Disposed Of", the Partnership  records impairment losses
on long-lived assets used in operations when events and  circumstances  indicate
that the assets might be impaired and the  undiscounted  cash flows estimated to
be generated by those assets are less than the carrying amounts of those assets.
Costs of investment  properties  that have been  permanently  impaired have been
written down to appraised  value.  No  adjustments  for impairment of value were
recorded in the year ended  December  31, 2001 or 2000.  See "Recent  Accounting
Pronouncements" below.

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 for
real property over 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.
As a result of the Tax Reform Act of 1986,  for  additions  after  December  31,
1986, the modified  accelerated cost recovery method is used for depreciation of
(1) real property over 27 1/2 years and (2) personal  property  additions over 5
years.

Cash and Cash Equivalents: Includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  include  approximately  $322,000 at  December  31, 2001 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Restricted Escrows:

     Capital  Improvement  Reserve:  As a result of the  refinancing  of Ventura
     Landing  Apartments  and Village Green  Apartments in 2001,  the properties
     deposited  approximately  $177,000  with the mortgage  company to establish
     capital reserve accounts  designated for certain capital  improvements.  At
     December 31, 2001,  the balance in this escrow is  approximately  $178,000,
     including interest.

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

Loan Costs: Loan costs of approximately $379,000, less accumulated  amortization
of approximately  $15,000,  are included in other assets and are being amortized
on a straight-line basis over the life of the loans.

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

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

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The General Partner believes that  segment-based  disclosures will not
result  in a more  meaningful  presentation  than the  financial  statements  as
currently presented.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $65,000  and  $64,000  for the years ended
December 31, 2001 and 2000,  respectively,  were charged to operating expense as
incurred.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective  for fiscal years  beginning  after  December  15,  2001.  The General
Partner does not anticipate that its adoption will have a material effect on the
financial position or results of operations of the Partnership.

Note B - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) payments to affiliates for services
and (ii) reimbursement of certain expenses incurred by affiliates of the General
Partner on behalf of the Partnership.

The following  amounts were paid or accrued to the General Partner or affiliates
during each of the years ended December 31, 2001 and 2000, respectively:

<TABLE>
<CAPTION>

                                                                   2001      2000
                                                                   (in thousands)

<S>                                                               <C>        <C>
Property management fees (included in operating expenses)         $ 181      $ 155
Reimbursement for services of affiliates (included in
  investment properties and general and administrative
  expenses)                                                         430        180
Partnership management fees (included in general and
  administrative expenses)                                           46         41
Loan costs (included in other assets)                                78         --
</TABLE>

During the years ended  December  31, 2001 and 2000,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $181,000 and
$155,000 for the years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $430,000 and $180,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the General  Partner of  approximately  $258,000  and $2,000 for the years ended
December 31, 2001 and 2000,  respectively.  The construction  management service
fees are  calculated  based on a  percentage  of current and certain  prior year
additions to investment properties and are being depreciated over 15 years.

The Partnership  Agreement  provides for a special management fee equal to 9% of
the  total  distributions  made to the  limited  partners  from  cash  flow from
operations to be paid to the General  Partner for  executive and  administrative
management services.  During the years ended December 31, 2001 and 2000, fees of
approximately  $46,000  and  $41,000,  respectively,  were  paid to the  General
Partner.

During the year ended  December  31, 2001,  an affiliate of the General  Partner
advanced the Registrant $150,000 to fund repairs related to a fire at West Chase
Apartments  in January  2001.  This advance bore interest at the prime rate plus
2%.  The  Partnership  repaid  this  advance  in July 2001 with a portion of the
refinancing proceeds from Ventura Landing Apartments.

For  services  provided  in  connection  with  the  refinancing  of  two  of the
Partnership's investment properties,  the General Partner was paid approximately
$78,000  during the year ended December 31, 2001.  These costs were  capitalized
and are included in other assets on the consolidated balance sheet.

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

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $24,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 78,697 limited partnership units in
the Partnership  representing  49.63% of the  outstanding  Units at December 31,
2001. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the General Partner. As a result of its ownership
of 49.63% of the outstanding Units, AIMCO is in a position to influence all such
voting decisions with respect to the Registrant.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest  of the General  Partner  because of its  affiliation  with the General
Partner.

Note C - Distributions

During  the  year  ended   December  31,  2001,  the   Partnership   distributed
approximately  $3,257,000  (approximately  $3,224,000 to the limited partners or
$20.33  per  limited   partnership  unit),  of  which   approximately   $484,000
(approximately $464,000 to the limited partners or $2.93 per limited partnership
unit) was paid from  operations.  Approximately  $2,760,000  ($17.40 per limited
partnership unit) was paid to the limited partners from the refinancing proceeds
from Ventura Landing  Apartments and Village Green  Apartments.  During the year
ended December 31, 2000, the Partnership  distributed  approximately  $1,086,000
(approximately   $1,069,000  to  the  limited  partners  or  $6.74  per  limited
partnership unit), of which approximately  $436,000  (approximately  $419,000 to
the limited partners or $2.64 per limited  partnership unit) was attributable to
cash flow from operations. Approximately $650,000 ($4.10 per limited partnership
unit)  represented  1999 financing  proceeds on West Chase  Apartments which was
distributed  entirely to the limited partners.  In conjunction with the transfer
of  funds  from  the  majority  owned  sub-tier   limited   partnership  to  the
Partnership, approximately $13,000 was distributed to the general partner of the
majority owned sub-tier limited  partnership  during the year ended December 31,
2001. No such distributions occurred during the year ended December 31, 2000.

Note D - Casualty Event

In January 2001, a fire  occurred at West Chase  Apartments,  which  resulted in
damage to twelve apartment units. The property incurred damages of approximately
$178,000.  Insurance proceeds of approximately $173,000 were received in 2001 to
cover  these  damages.  These  proceeds  are held on deposit  with the  mortgage
lender.  After  writing off the  undepreciated  cost of the damaged  units,  the
Partnership recognized a casualty gain of approximately $132,000 during the year
ended December 31, 2001.

Note E - Mortgage Notes Payable

The principle terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                             Principal    Monthly                          Principal
                            Balance At    Payment    Stated                Balance
                           December 31,  Including   Interest  Maturity      Due At
        Property               2001      Interest     Rate      Date       Maturity
                                (in thousands)                          (in thousands)

<S>                           <C>          <C>       <C>        <C>           <C>
Ventura Landing Apartments    $4,186       $  34     7.54%      07/21         $ --
Village Green Apartments       3,549          29     7.54%      08/21           --
West Chase Apartments          1,099          10     7.87%      12/19           --
      Total                   $8,834       $  73                              $ --
</TABLE>

On June 28, 2001, the Partnership  refinanced the mortgage  encumbering  Ventura
Landing  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$2,200,000  with a new  mortgage  in the  amount  of  $4,225,000.  Approximately
$60,000 of the proceeds were placed into a restricted escrow account  maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the  mortgage  loan of  approximately  $34,000  are due  monthly  until the loan
matures in July 2021 at which time the mortgage will be fully  amortized.  Total
capitalized loan costs were approximately  $177,000.  The Partnership recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$36,000 due to the write-off of unamortized loan costs.

On July 24, 2001, the Partnership  refinanced the mortgage  encumbering  Village
Green  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$2,000,000  with a new  mortgage  in the  amount  of  $3,575,000.  Approximately
$117,000 of the proceeds was placed into a restricted escrow account  maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the  mortgage  loan of  approximately  $29,000  are due  monthly  until the loan
matures in August 2021 at which time the mortgage will be fully amortized. Total
capitalized loan costs were approximately  $161,000.  The Partnership recognized
an  extraordinary  loss on the  early  extinguishment  of debt of  approximately
$34,000 due to the write-off of unamortized loan costs.

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

Scheduled  principal  payments  of the  mortgage  notes  payable  subsequent  to
December 31, 2001 are as follows (in thousands):

                               2002            $  208
                               2003               224
                               2004               242
                               2005               261
                               2006               282
                            Thereafter          7,617
                                               $8,834

Note F - 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 (loss) (in thousands, except per unit data):

                                          2001          2000

Net income as reported                 $    50         $  177
Add (deduct):
     Deferred revenue and other
       liabilities                         (21)            27
     Depreciation differences              (22)           (37)
     Other                                (142)           (10)
Federal taxable income                 $  (135)        $  157
Federal taxable income per
     limited partnership unit          $ (0.82)        $ 0.61

The following is a reconciliation between the Partnership's reported amounts and
Federal  tax  basis  of net  (liabilities)  assets  at  December  31,  2001  (in
thousands):

Net liabilities as reported                          $ (4,406)
Differences in basis of assets and liabilities
   Investment properties at cost                        3,514
   Accumulated depreciation                              (363)
   Other assets and liabilities                           168
   Syndication costs                                    8,692

Net assets - Federal tax basis                       $  7,605

Note G - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)

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

<S>                              <C>           <C>         <C>             <C>
Ventura Landing Apartments       $ 4,186       $  282      $ 3,754         $ 1,884
Village Green Apartments           3,549          125        2,375             995
West Chase Apartments              1,099          100        1,702             891
           Totals                $ 8,834       $  507      $ 7,831         $ 3,770
</TABLE>


<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2001
                                  (in thousands)

                                    Buildings
                                   And Related
                                    Personal              Accumulated     Date    Depreciable
      Description          Land     Property     Total    Depreciation  Acquired  Life-Years
                                                         (in thousands)
<S>                        <C>      <C>         <C>         <C>        <C>          <C>
Ventura Landing            $ 282    $ 5,638     $ 5,920     $ 4,795    10/07/81     5-15
Apartments
Village Green Apartments     125      3,370       3,495       2,010    12/20/91     3-15
West Chase Apartments        100      2,593       2,693       1,649    09/17/90     5-15
         Totals           $  507    $11,601     $12,108     $ 8,454
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":


                                                Years Ended December 31,
                                                  2001            2000
                                                     (in thousands)
Real Estate
Balance at beginning of year                    $11,475          $11,127
    Property improvements                           768              348
    Disposal of property                           (135)              --
Balance at end of year                          $12,108          $11,475

Accumulated Depreciation
Balance at beginning of year                    $ 7,957          $ 7,398
    Additions charged to expense                    591              559
    Disposal of property                            (94)              --
Balance at end of year                          $ 8,454          $ 7,957


The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000 is  approximately  $15,622,000  and  $15,027,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2001 and 2000 is  approximately  $8,817,000  and  $8,204,000,
respectively.

Note H - 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. (the "Nuanes action") in the Superior Court of the
State of  California  for the  County  of San  Mateo.  The  plaintiffs  named as
defendants,  among others,  the Partnership,  its General Partner and several of
their  affiliated  partnerships and corporate  entities.  The action purports to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships (including the Partnership) which are
named as nominal defendants, challenging, among other things, the acquisition of
interests in certain General Partner entities by Insignia  Financial Group, Inc.
("Insignia") and entities which were, at one time, affiliates of Insignia;  past
tender offers by the Insignia  affiliates to acquire limited  partnership units;
management of the  partnerships  by the Insignia  affiliates;  and the series of
transactions  which  closed on October 1, 1998 and  February  26,  1999  whereby
Insignia and Insignia  Properties Trust,  respectively,  were merged into AIMCO.
The plaintiffs seek monetary damages and equitable  relief,  including  judicial
dissolution of the  Partnership.  On June 25, 1998, the General  Partner filed a
motion seeking dismissal of the action. In lieu of responding to the motion, the
plaintiffs  filed an amended  complaint.  The General Partner filed demurrers to
the amended complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  On July 20, 2001,  Plaintiffs filed a
motion for  reconsideration  of the Court's July 10, 2001 order granting in part
and denying in part defendants' demurrer. On September 7, 2001, Plaintiffs filed
a fourth amended class and derivative action  complaint.  On September 12, 2001,
the Court denied Plaintiffs' motion for reconsideration. On October 5, 2001, the
General Partner and affiliated defendants filed a demurrer to the fourth amended
complaint,  which was heard on December 11, 2001. On February 2, 2002, the Court
served its order granting in part the demurrer.  The Court has dismissed without
leave  to amend  certain  of the  plaintiffs'  claims.  On  February  11,  2002,
plaintiffs  filed a motion seeking to certify a putative class  comprised of all
non-affiliated  persons  who own or have owned  units in the  partnerships.  The
General  Partner and affiliated  defendants  intend to oppose the motion and are
scheduled  to file their  opposition  brief on March 26,  2002. A hearing on the
motion has been  scheduled for April 29, 2002.  The Court has set the matter for
trial in January 2003.

During the third  quarter of 2001, a complaint  (the "Heller  action") was filed
against  the same  defendants  that are named in the  Nuanes  action,  captioned
Heller v. Insignia Financial Group. On or about August 6, 2001, plaintiffs filed
a first amended  complaint.  The first amended complaint in the Heller action is
brought as a purported  derivative  action,  and asserts  claims for among other
things  breach  of  fiduciary  duty;  unfair  competition;   conversion,  unjust
enrichment;  and judicial  dissolution.  Plaintiffs in the Nuanes action filed a
motion to  consolidate  the Heller action with the Nuanes action and stated that
the Heller action was filed in order to preserve the derivative claims that were
dismissed  without  leave to amend in the Nuanes action by the Court order dated
July 10, 2001. On October 5, 2001, the General Partner and affiliated defendants
moved to strike the first  amended  complaint in its entirety for  violating the
Court's  July 10, 2001 order  granting  in part and denying in part  defendants'
demurrer in the Nuanes action, or  alternatively,  to strike certain portions of
the  complaint  based on the statute of  limitations.  Other  defendants  in the
action demurred to the fourth amended complaint,  and,  alternatively,  moved to
strike the  complaint.  On December  11, 2001,  the court heard  argument on the
motions and took the matters under  submission.  On February 4, 2002,  the Court
served  notice of its order  granting  defendants'  motion to strike  the Heller
complaint as a violation of its July 10, 2001 order in the Nuanes action.

The  General  Partner  does not  anticipate  that any  costs,  whether  legal or
settlement  costs,   associated  with  these  cases  will  be  material  to  the
Partnership's overall operations.

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


<PAGE>




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

            None.


<PAGE>


                                    PART III

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

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

Name                        Age    Position

Patrick J. Foye              44    Executive Vice President and Director

Martha L. Long               42    Senior Vice President and Controller

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

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

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

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

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

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for the current fiscal year.
Fees for the last fiscal year were audit services of  approximately  $46,000 and
non-audit services (principally tax-related) of approximately $22,000.

Item 10.    Executive Compensation

Neither  the  officers  nor the  director of the General  Partner  received  any
remuneration from the Registrant.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2001.


              Entity                      Number of Units             Percentage

Cooper River Properties, LLC
  (an affiliate of AIMCO)                    17,056.00                  10.76%
Insignia Properties LP
  (an affiliate of AIMCO)                    39,831.50                  25.12%
AIMCO Properties LP
  (an affiliate of AIMCO)                    21,809.50                  13.75%

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

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

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

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The Partnership  Agreement  provides for (i) payments to affiliates for services
and (ii) reimbursement of certain expenses incurred by affiliates of the General
Partner on behalf of the Partnership.

The following  amounts were paid or accrued to the General Partner or affiliates
during each of the years ended December 31, 2001 and 2000, respectively:

<TABLE>
<CAPTION>

                                                                   2001      2000
                                                                   (in thousands)

<S>                                                               <C>        <C>
Property management fees                                          $ 181      $ 155
Reimbursement for services of affiliates                            430        180
Partnership management fees                                          46         41
Loan costs                                                           78         --
</TABLE>

During the years ended  December  31, 2001 and 2000,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  all  of  the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The Registrant  paid to such  affiliates  approximately  $181,000 and
$155,000 for the years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $430,000 and $180,000 for the
years ended December 31, 2001 and 2000, respectively.  Included in these amounts
are fees related to construction management services provided by an affiliate of
the General  Partner of  approximately  $258,000  and $2,000 for the years ended
December 31, 2001 and 2000,  respectively.  The construction  management service
fees are  calculated  based on a  percentage  of current and certain  prior year
additions to investment properties and are being depreciated over 15 years.

The Partnership  Agreement  provides for a special management fee equal to 9% of
the  total  distributions  made to the  limited  partners  from  cash  flow from
operations to be paid to the General  Partner for  executive and  administrative
management services.  During the years ended December 31, 2001 and 2000, fees of
approximately  $46,000  and  $41,000,  respectively,  were  paid to the  General
Partner.

During the year ended  December  31, 2001,  an affiliate of the General  Partner
advanced the Registrant $150,000 to fund repairs related to a fire at West Chase
Apartments  in January  2001.  This advance bore interest at the prime rate plus
2%.  The  Partnership  repaid  this  advance  in July 2001 with a portion of the
refinancing proceeds from Ventura Landing Apartments.

For  services  provided  in  connection  with  the  refinancing  of  two  of the
Partnership's investment properties,  the General Partner was paid approximately
$78,000  during the year ended December 31, 2001.  These costs were  capitalized
and are included in other assets on the consolidated balance sheet.

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

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the  Partnership  paid  AIMCO  and  its  affiliates  approximately  $24,000  for
insurance coverage and fees associated with policy claims administration.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 78,697 limited partnership units in
the Partnership  representing  49.63% of the  outstanding  Units at December 31,
2001. A number of these Units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is possible that AIMCO or its affiliates will make
one  or  more  additional  offers  to  acquire  additional  limited  partnership
interests in the  Partnership for cash or in exchange for units in the operating
partnership of AIMCO.  Under the Partnership  Agreement,  unitholders  holding a
majority of the Units are  entitled to take action with  respect to a variety of
matters which would  include  voting on certain  amendments  to the  Partnership
Agreement and voting to remove the General Partner. As a result of its ownership
of 49.63% of the outstanding Units, AIMCO is in a position to influence all such
voting decisions with respect to the Registrant.  When voting on matters,  AIMCO
would in all likelihood vote the Units it acquired in a manner  favorable to the
interest  of the General  Partner  because of its  affiliation  with the General
Partner.


<PAGE>


Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K:

            No reports on Form 8-K were filed during the fourth quarter of 2001.


<PAGE>


                                   SIGNATURES



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


                                    CONSOLIDATED CAPITAL PROPERTIES III


                                    By:   CONCAP EQUITIES, INC.
                                          General Partner


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


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


                                    Date: March 25, 2002


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 25, 2002
Patrick J. Foye               and Director


/s/Martha L. Long             Senior Vice President         Date: March 25, 2002
Martha L. Long                and Controller





<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

10.18Construction  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).

10.19Assignment  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).

10.20Construction  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).

10.21Assignment  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).

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

10.23Investor  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).

10.24Assignment 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).

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

10.26Financial  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).

10.27Assignment 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).

10.28Letter 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).

10.29Property  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).

10.30Assignment  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).

10.31Assignment 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).

10.32Property  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).

10.33Assignment  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).

10.34Assignment 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).

10.35Property  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).

10.36Assignment  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).

10.37Assignment 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).

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

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

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

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

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

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

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

10.45Stock 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).

10.46Exercise  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).

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

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

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

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

10.51Multifamily  Note  dated  June  27,  2001  between   Consolidated   Capital
     Properties  III, a  California  limited  partnership,  and GMAC  Commercial
     Mortgage Corporation. (Incorporated by reference to the Quarterly Report on
     Form 10-QSB for the quarter ended June 30, 2001).

10.52Multifamily   Note  dated  July  23,  2001  between  ConCap  Village  Green
     Associates, Ltd., a Texas limited partnership, and GMAC Commercial Mortgage
     Corporation.  (Incorporated  by reference to the  Quarterly  Report on Form
     10-QSB for the quarter ended June 30, 2001).

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

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

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

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

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

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

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

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