SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

 (Mark One)
[X]   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934


                 For the fiscal year ended December 31, 2003

[ ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934


             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.  $2,431,000

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, 2003. 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


<PAGE>

The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  Actual results may differ materially
from those described in the forward-looking statements and will be affected by a
variety of risks and factors including,  without limitation:  national and local
economic  conditions;  the terms of  governmental  regulations  that  affect the
Registrant and interpretations of those regulations; the competitive environment
in which the Registrant operates;  financing risks, including the risk that cash
flows from operations may be insufficient to meet required payments of principal
and interest;  real estate risks, including variations of real estate values and
the general  economic  climate in local markets and  competition  for tenants in
such markets;  litigation,  including  costs  associated  with  prosecuting  and
defending  claims  and  any  adverse   outcomes,   and  possible   environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     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  Partnership is engaged in the business of operating and holding real estate
properties  for  investment.  At December 31, 2003,  the  Partnership  owned two
apartment  complexes.  On September 29, 2003,  the  Partnership  sold one of its
investment  properties,  West Chase  Apartments.  Prior to 2001, 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 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.

Risk Factors

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.

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's   properties,   or  restrict   renovations   of  the   properties.
Noncompliance  with  these laws could  result in the  imposition  of fines or an
award of  damages  to private  litigants  and also  could  result in an order to
correct any  non-complying  feature,  which could result in substantial  capital
expenditures.   Although  the  Partnership   believes  that  the   Partnership's
properties  are  substantially  in  compliance  with present  requirements,  the
Partnership  may incur  unanticipated  expenses  to comply  with the ADA and the
FHAA.

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.


<PAGE>



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 "Item 6 -
Management's Discussion and Analysis or Plan of Operation" included in this Form
10-KSB.

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

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

Sale of Property

On  September  29,  2003,  the  Partnership  sold West  Chase  Apartments  to an
unrelated third party for a gross sale price of  approximately  $2,124,000.  The
net proceeds  realized by the Partnership  were  approximately  $1,651,000 after
payment of closing costs of approximately  $174,000 and a prepayment  penalty of
approximately  $299,000  owed by the  Partnership  and  paid by the  buyer.  The
Partnership  used  approximately  $1,047,000  of the net  proceeds  to repay the
mortgage  encumbering  the property.  As a result of the sale,  the  Partnership
realized a gain of  approximately  $1,058,000  for the year ended  December  31,
2003. In addition,  the Partnership  recorded a loss on early  extinguishment of
debt of  approximately  $332,000 due to the write off of unamortized  loan costs
and a prepayment penalty.


<PAGE>



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  Depreciable               Federal
Property                   Value    Depreciation      Life      Method     Tax Basis
                              (in thousands)                            (in thousands)

Ventura Landing
<S>                       <C>          <C>          <C>                     <C>
 Apartments               $ 6,131      $ 5,130      5-30 yrs     S/L        $ 1,144
Village Green
 Apartments                 3,713        2,564      3-30 yrs     S/L          3,347
         Total            $ 9,844      $ 7,694                              $ 4,491
</TABLE>

See "Note A - Organization  and Summary of Significant  Accounting  Policies" to
the consolidated financial statements included in "Item 7. Financial Statements"
for a description of the Partnership's capitalization and depreciation policies.

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           2003 (1)        Rate     Amortized(2)     Date     Maturity (2)
                     (in thousands)                                       (in thousands)

Ventura Landing
<S>                     <C>            <C>          <C>           <C>          <C>
 Apartments             $ 3,984        7.54%        20 yrs        07/21        $ --
Village Green
 Apartments               3,379        7.54%        20 yrs        08/21          --

      Totals            $ 7,363                                                $ --
</TABLE>

(1)   See  "Note D -  Mortgage  Notes  Payable"  to the  consolidated  financial
      statements included in "Item 7. Financial Statements" for information with
      respect  to the  Registrant's  ability  to  prepay  these  loans and other
      specific details about the loans.

(2)   The mortgage is scheduled to be fully amortized at maturity.

<PAGE>

Rental Rates and Occupancy

Average  annual  rental rates and  occupancy for 2003 and 2002 for each property
are as follows:

<TABLE>
<CAPTION>

                                         Average Annual            Average Annual
                                          Rental Rates               Occupancy
                                           (per unit)
 Property                             2003           2002          2003      2002

<S>                                  <C>            <C>            <C>        <C>
 Ventura Landing Apartments          $7,667         $7,754         95%        91%
 Village Green Apartments             7,205          7,296         94%        93%
</TABLE>

The General  Partner  attributes  the increase in  occupancy at Ventura  Landing
Apartments to resident retention efforts and an aggressive marketing campaign at
the property.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly competitive. Both 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. Both 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 2003 for each property are as follows:

                                             2003           2003
                                           Billing          Rate
                                        (in thousands)

Ventura Landing Apartments                   $98           2.20%
Village Green Apartments                      80           1.97%

Capital Improvements

Village Green Apartments

The  Partnership  completed  approximately  $83,000 in capital  expenditures  at
Village  Green  Apartments  for the year ended  December  31,  2003,  consisting
primarily of structural improvements,  air conditioning unit upgrades,  swimming
pool upgrades,  and floor covering  replacement.  These improvements were funded
from operations. The Partnership is currently evaluating the capital improvement
needs of the  property  for the upcoming  year and  currently  expects to budget
approximately  $90,000.  Additional  capital  improvements may be considered and
will depend on the physical  condition  of the  property as well as  anticipated
cash flow generated by the property.

<PAGE>

West Chase Apartments

Prior to its sale, the Partnership  completed  approximately  $73,000 in capital
expenditures at West Chase Apartments,  consisting primarily of air conditioning
unit  upgrades,  roof  replacement,   and  floor  covering  replacement.   These
improvements  were  funded  from  operations.  The  Partnership  sold West Chase
Apartments on September 29, 2003 to an unrelated third party.

Ventura Landing Apartments

The  Partnership  completed  approximately  $102,000 in capital  expenditures at
Ventura  Landing  Apartments  for the year ended  December 31, 2003,  consisting
primarily of interior  improvements,  parking area  upgrades,  air  conditioning
upgrades,  and floor covering  replacement.  These improvements were funded from
operations.  The  Partnership is currently  evaluating  the capital  improvement
needs of the  property  for the upcoming  year and  currently  expects to budget
approximately  $101,000.  Additional  improvements  may be  considered  and will
depend on the physical  condition of the  property as well as  anticipated  cash
flow generated by the property.

The  capital  improvements  planned  for  the  year  2004  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 Partnership'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 purported to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships  (including the Partnership) that 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 that 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 sought monetary damages and equitable relief,  including judicial
dissolution of the Partnership. In addition, 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 Heller
action was brought as a purported  derivative  action,  and asserted claims for,
among other things,  breach of fiduciary duty, unfair  competition,  conversion,
unjust enrichment, and judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the  partnership  interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners  with the  independent  appraisals  at the time of these  tenders.  The
proposed  settlement  also provided for the  limitation  of the allowable  costs
which the General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal. The General Partner is currently  scheduled
to file a brief in  support  of the  order  approving  settlement  and  entering
judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours  worked  in  excess  of forty  per  week.  The  Complaint  is  styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

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

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

The  unit  holders  of the  Partnership  did  not  vote  on any  matter  through
solicitation of proxies or otherwise during the quarter ended December 31, 2003.


<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 (the  "Units")  aggregating  $79,473,000.  In  addition,  the
General  Partner  contributed  a  total  of  $1,000  to  the  Partnership.   The
Partnership currently has 4,562 holders of record owning an aggregate of 158,582
Units.  Affiliates  of the General  Partner owned  83,491.50  Units or 52.65% at
December 31, 2003.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                                       Per Limited                        Per Limited
                      Year Ended       Partnership        Year Ended      Partnership
                  December 31, 2003        Unit       December 31, 2002       Unit

<S>                    <C>                <C>              <C>                 <C>
Operations             $   --             $   --           $  218              $ 1.31
Refinancing
 proceeds (1)              --                 --              324                2.04
Sale
 proceeds (2)             303               1.91               --                  --
                       $  303             $ 1.91           $  542              $ 3.35
</TABLE>

(1)   From previously  undistributed  proceeds from the 2001 refinancings of the
      mortgages   encumbering  Village  Green  Apartments  and  Ventura  Landing
      Apartments.

(2)   From proceeds from the sale of West Chase Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves, and the timing of 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 distributions to its partners in the year 2004 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 83,491.50 limited partnership units
in the Partnership  representing 52.65% of the outstanding Units at December 31,
2003. 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
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its ownership of 52.65% of the outstanding Units, AIMCO
and its  affiliates  are in a position  to control  all  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

<PAGE>

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

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,  2003  was
approximately  $214,000, as compared to a net loss of approximately $199,000 for
the year ended  December  31,  2002.  The  increase  in net income is due to the
recognition  of a  gain  from  sale  of  discontinued  operations  during  2003,
partially  offset  by an  increase  in loss  from  discontinued  operations.  On
September 29, 2003, the Partnership  sold West Chase  Apartments to an unrelated
third party for a gross sale price of approximately $2,124,000. The net proceeds
realized by the  Partnership  were  approximately  $1,651,000  after  payment of
closing   costs  of   approximately   $174,000  and  a  prepayment   penalty  of
approximately  $299,000  owed by the  Partnership  and  paid by the  buyer.  The
Partnership  used  approximately  $1,047,000  of the net  proceeds  to repay the
mortgage  encumbering  the property.  As a result of the sale,  the  Partnership
realized a gain of approximately $1,058,000,  which is shown as a gain from sale
of discontinued operations on the consolidated statements of operations included
in  "Item  7.  Financial  Statements".  The  property's  operations,  losses  of
approximately  $506,000  and $13,000 for the years ended  December  31, 2003 and
2002, respectively, are shown as loss from discontinued operations.  Included in
loss from  discontinued  operations are revenues of  approximately  $474,000 and
$716,000  for the years  ended  December  31,  2003 and 2002,  respectively.  In
addition,  the Partnership  recorded a loss on early  extinguishment  of debt of
approximately  $332,000 for the year ended  December 31, 2003,  due to the write
off of unamortized loan costs and a prepayment  penalty,  which is also included
in loss from discontinued operations.

The  Partnership's  loss from continuing  operations for the year ended December
31, 2003 was approximately  $338,000, as compared to approximately  $186,000 for
the  year  ended  December  31,  2002.  The  increase  in loss  from  continuing
operations is due to an increase in total expenses, partially offset by a slight
increase in total  revenues.  The increase in total expenses is due to increases
in operating,  depreciation and general and administrative  expenses,  partially
offset  by a  decrease  in  interest  expense.  Property  tax  expense  remained
relatively  constant  for the  comparable  periods.  The  increase in  operating
expenses  is  primarily  due to  increases  in  advertising  expenses at Ventura
Landing  Apartments,  payroll  related  expenses  at both  of the  Partnership's
investment  properties and contract maintenance expense at both properties.  The
increase  in  depreciation   expense  is  due  to  property   improvements   and
replacements  placed  into  service at the  properties  during  the past  twelve
months.  The  decrease in interest  expense is a result of  scheduled  principal
payments  which reduced the carrying  balance of the mortgages  encumbering  the
Partnership's properties.

General and administrative  expenses  increased  primarily due to an increase in
the costs of services  included in the management  reimbursements to the General
Partner as allowed under the Partnership Agreement. Also included in general and
administrative expenses for the years ended December 31, 2003 and 2002 are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

The increase in total revenues is due to an increase in rental income, partially
offset by a decrease in other income. The increase in rental income is primarily
due to the  increase  in  occupancy  at  both  of the  Partnership's  investment
properties  and a decrease in bad debt  expense at Ventura  Landing  Apartments,
partially  offset by a decrease  in the average  rental rate at both  investment
properties and increased concessions at Ventura Landing Apartments. The decrease
in other  income  is  primarily  due to  decreases  in late  charges  and  lease
cancellation fees at Ventura Landing Apartments.

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, the General Partner may use
rental  concessions and rental reductions to offset softening market conditions,
accordingly,  there is no  guarantee  that the General  Partner  will be able to
sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2003,  the  Partnership  had  cash and  cash  equivalents  of
approximately  $52,000,  compared to approximately $88,000 at December 31, 2002.
The decrease in cash and cash  equivalents  of  approximately  $36,000 is due to
approximately $1,600,000 of cash used in financing activities,  partially offset
by  approximately  $1,393,000  of cash  provided  by  investing  activities  and
approximately  $171,000 of cash provided by operating  activities.  Cash used in
financing activities consisted of the repayment of the mortgage encumbering West
Chase Apartments,  distributions to partners,  payments of principal made on the
mortgages  encumbering the  Partnership's  properties,  and payments on advances
from the  General  Partner,  partially  offset by an advance  received  from the
General Partner. Cash provided by investing activities consisted of net proceeds
received from the sale of West Chase  Apartments,  partially  offset by property
improvements  and  replacements.  The  Partnership  invests its working  capital
reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The General Partner monitors
developments in the area of legal and regulatory  compliance and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including   increased  legal  and  audit  fees.  The  Partnership  is  currently
evaluating the capital improvement needs of the properties for the upcoming year
and currently expects to budget approximately $191,000.  Additional improvements
may be considered  during 2004 and will depend on the physical  condition of the
properties as well as 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 Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The  Partnership's  assets are thought to be sufficient for any near-term  needs
(exclusive  of  capital   improvements)   of  the   Partnership.   The  mortgage
indebtedness    encumbering   the   Partnership's   investment   properties   of
approximately  $7,363,000  requires  monthly  payments of principal and interest
until the loans mature between July and August 2021, at which time the loans are
scheduled to be fully amortized.

The  Partnership  distributed  the  following  amounts  during  the years  ended
December 31, 2003 and 2002 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                                       Per Limited                        Per Limited
                      Year Ended       Partnership        Year Ended      Partnership
                  December 31, 2003        Unit       December 31, 2002       Unit

<S>                    <C>                <C>              <C>                 <C>
Operations             $   --             $   --           $  218              $ 1.31
Refinancing
 proceeds (1)              --                 --              324                2.04
Sale
 proceeds (2)             303               1.91               --                  --
                       $  303             $ 1.91           $  542              $ 3.35
</TABLE>

(1)   From previously  undistributed  proceeds from the 2001 refinancings of the
      mortgages   encumbering  Village  Green  Apartments  and  Ventura  Landing
      Apartments.

(2)   From proceeds from the sale of West Chase Apartments.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the availability of cash reserves, and the timing of 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 distributions to its partners in the year 2004 or subsequent periods.

Other

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 83,491.50 limited partnership units
in the Partnership  representing 52.65% of the outstanding Units at December 31,
2003. 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
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its ownership of 52.65% of the outstanding Units, AIMCO
and its  affiliates  are in a position  to control  all  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Summary of Significant  Accounting Policies" which is
included  in  the  consolidated  financial  statements  in  "Item  7.  Financial
Statements".  Management  believes  that  the  consistent  application  of these
policies enables the Partnership to provide readers of the financial  statements
with useful and reliable  information about the Partnership's  operating results
and financial condition. The preparation of consolidated financial statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

Investment  properties  are  recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying  amount of a property may be  impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's investment properties.  These factors include, but are not limited
to,  changes  in the  national,  regional  and  local  economic  climate;  local
conditions,  such as an oversupply of multifamily  properties;  competition from
other available  multifamily property owners and changes in market rental rates.
Any adverse changes in these factors could cause impairment of the Partnership's
assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized monthly as it is earned. The
Partnership  evaluates all accounts receivable from residents and establishes an
allowance, after the application of security deposits, for accounts greater than
30 days past due on current tenants and all receivables due from former tenants.
The Partnership will offer rental concessions during particularly slow months or
in response to heavy  competition from other similar  complexes in the area. Any
concessions  given at the inception of the lease are amortized  over the life of
the lease.

<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, 2003

      Consolidated  Statements of  Operations - Years ended  December 31, 2003
      and 2002

      Consolidated  Statements  of Changes in Partners'  Deficit - Years ended
      December 31, 2003 and 2002

      Consolidated Statements of Cash Flows - Years ended December 31, 2003
      and 2002

      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, 2003,  and the related  consolidated
statements of operations,  changes in partners' deficit, and cash flows for each
of the two  years  in the  period  ended  December  31,  2003.  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, 2003, and the consolidated results of its
operations  and its cash  flows  for each of the two years in the  period  ended
December 31, 2003, in conformity with accounting  principles  generally accepted
in the United States.

                                                          /s/ERNST & YOUNG LLP



Greenville, South Carolina
February 27, 2004


<PAGE>



                       CONSOLIDATED CAPITAL PROPERTIES III

                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                                December 31, 2003
<TABLE>
<CAPTION>


Assets
<S>                                                                           <C>
   Cash and cash equivalents                                                $    52
   Receivables and deposits                                                      49
   Other assets                                                                 344
   Investment properties (Notes D and F):
      Land                                                     $ 407
      Buildings and related personal property                   9,437
                                                                9,844
      Less accumulated depreciation                            (7,694)        2,150
                                                                            $ 2,595

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $  149
   Tenant security deposit liabilities                                           61
   Other liabilities                                                            187
   Due to affiliate                                                              71
   Mortgage notes payable (Note D)                                            7,363

Partners' Deficit
   General partners                                            $(1,878)
   Limited partners (158,582 units issued and
      Outstanding)                                             (3,358)       (5,236)
                                                                            $ 2,595


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>



<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

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

<TABLE>
<CAPTION>

                                                                Years Ended December 31,
                                                                  2003           2002
                                                                              (Restated)
Revenues:
<S>                                                             <C>             <C>
  Rental income                                                 $ 2,214         $ 2,102
  Other income                                                      217             299
     Total revenues                                               2,431           2,401

Expenses:
  Operating                                                       1,241           1,114
  General and administrative                                        307             260
  Depreciation                                                      454             435
  Interest                                                          593             605
  Property taxes                                                    174             173
     Total expenses                                               2,769           2,587

Loss from continuing operations                                    (338)           (186)
Loss from discontinued operations                                  (506)            (13)
Gain from sale of discontinued operations                         1,058              --
Net income (loss) (Note E)                                       $ 214          $ (199)

Net income (loss) allocated to general partners (4%)              $ 9            $ (8)
Net income (loss) allocated to limited partners (96%)               205            (191)
                                                                 $ 214          $ (199)
Per limited partnership unit:
Loss from continuing operations                                 $ (2.05)        $ (1.13)
Loss from discontinued operations                                 (3.07)          (0.07)
Gain from sale of discontinued operations                          6.41              --
Net income (loss)                                                $ 1.29         $ (1.20)

Distributions per limited partnership unit                       $ 1.91         $ 3.35


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                       CONSOLIDATED CAPITAL PROPERTIES III

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

<TABLE>
<CAPTION>


                                         Limited
                                       Partnership    General     Limited
                                          Units      Partners    Partners     Total

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

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

Distributions to partners                     --          (10)       (532)      (542)

Net loss for the year ended
   December 31, 2002                          --           (8)       (191)      (199)

Partners' deficit at
   December 31, 2002                     158,582       (1,887)     (3,260)    (5,147)

Distributions to partners                     --           --        (303)      (303)

Net income for the year ended
   December 31, 2003                          --            9         205        214

Partners' deficit at
   December 31, 2003                     158,582      $(1,878)    $(3,358)   $(5,236)


        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,
                                                                  2003         2002
Cash flows from operating activities:
<S>                                                               <C>         <C>
  Net income (loss)                                               $ 214       $ (199)
  Adjustments to reconcile net income (loss) to net cash
   provided by operating activities:
   Gain from sale of discontinued operations                      (1,058)          --
   Depreciation                                                      590          620
   Loss on early extinguishment of debt                              332           --
   Amortization of loan costs                                         27           31
   Bad debt expense                                                  143          305
   Change in accounts:
      Receivables and deposits                                       (73)        (362)
      Other assets                                                   (38)           7
      Accounts payable                                                27           15
      Tenant security deposit liabilities                             (8)         (11)
      Due to affiliate                                                71           --
      Other liabilities                                              (56)          (3)
       Net cash provided by operating activities                     171          403

Cash flows from investing activities:
  Proceeds from sale of discontinued operations                    1,651           --
  Property improvements and replacements                            (258)        (286)
  Insurance proceeds received                                         --          173
  Net withdrawals from restricted escrows                             --          178
       Net cash provided by investing activities                   1,393           65

Cash flows from financing activities:
  Repayment of mortgage note payable                              (1,047)          --
  Payments on mortgage notes payable                                (216)        (208)
  Distributions to partners                                         (303)        (542)
  Advances from affiliate                                             70           34
  Payments on advances from affiliate                               (104)          --
       Net cash used in financing activities                      (1,600)        (716)

Net decrease in cash and cash equivalents                            (36)        (248)
Cash and cash equivalents at beginning of period                      88          336

Cash and cash equivalents at end of period                        $ 52         $ 88
Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 637        $ 663

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  which were held on deposit with the mortgage  lender and
received during the year ended December 31, 2002.

At December 31, 2003,  proceeds from sale of  discontinued  operations  has been
adjusted by approximately  $299,000 in connection with prepayment penalties paid
by the buyer of West Chase Apartments.


        See Accompanying Notes to Consolidated Financial Statements
</TABLE>

<PAGE>

                       CONSOLIDATED CAPITAL PROPERTIES III

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2003


Note A - Organization and Summary of 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 Partnership Agreement provides that the Partnership
is to terminate on December 31, 2010 unless terminated prior to such date. As of
December 31, 2003, the Partnership owned two residential properties in Florida.

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.

Use 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 two apartment complexes
and are  stated  at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets," the  Partnership  records  impairment  losses on long-lived
assets used in operations when events and circumstances indicate that the assets
might be impaired and the  undiscounted  cash flows estimated to be generated by
those  assets  are less than the  carrying  amounts  of those  assets.  Costs of
investment properties that have been permanently impaired have been written down
to appraised  value. No adjustments for impairment of value were recorded in the
years ended December 31, 2003 or 2002.

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 27.5 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  $24,000 at  December  31,  2003 that are
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

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  at the  Partnership's
incremental borrowing rate, was approximately $8,155,000 at December 31, 2003.

Loan Costs: Loan costs of approximately $338,000, less accumulated  amortization
of approximately  $65,000,  are included in other assets and are being amortized
using the  effective  interest  method over the life of the loans.  Amortization
expense,  which is included in interest expense, is expected to be approximately
$25,000 in 2004,  $24,000 for both of the years 2005 and 2006,  $23,000 in 2007,
and $22,000 in 2008.

Tenant  Security  Deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  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 attributable to leases monthly as it
is earned. The Partnership  evaluates all accounts receivable from residents and
establishes  an  allowance,  after the  application  of security  deposits,  for
accounts  greater than 30 days past due on current  tenants and all  receivables
due from former tenants.  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. Any concessions  given at
the inception of the lease are amortized over the life of the lease.

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.  SFAS No. 131 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.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $92,000  and  $72,000  for the years ended
December 31, 2003 and 2002,  respectively,  were charged to operating expense as
incurred.

Recent  Accounting  Pronouncements:  Effective  January 1, 2002, the Partnership
adopted SFAS No. 144,  "Accounting  for the Impairment or Disposal of Long-Lived
Assets",   which  established   standards  for  the  way  that  public  business
enterprises  report  information  about long-lived  assets that are either being
held for sale or have  already  been  disposed  of by sale or other  means.  The
standard  requires  that results of  operations  for a long-lived  asset that is
being held for sale or has already been disposed of be reported as  discontinued
operations  on the  statement  of  operations.  As a  result,  the  accompanying
statements of operations have been restated as of January 1, 2002 to reflect the
operations of West Chase Apartments as loss from discontinued  operations.  West
Chase Apartments was sold to an unrelated third party on September 29, 2003.

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.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from all of the Partnership's  properties as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$146,000  and  $150,000  for  the  years  ended  December  31,  2003  and  2002,
respectively,   which  are  included  in   operating   expenses  and  loss  from
discontinued operations.

Affiliates  of the General  Partner  charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $237,000 and
$155,000 for the years ended December 31, 2003 and 2002,  respectively.  For the
year ended  December 31, 2003 the first three  quarters  were based on estimated
amounts and in the fourth  quarter of 2003,  the  reimbursements  of accountable
administrative  expenses  were  adjusted  based on actual  costs (see "Note G").
Included in these amounts are fees related to construction  management  services
provided by an affiliate  of the General  Partner of  approximately  $18,000 and
$7,000  for the  years  ended  December  31,  2003 and 2002,  respectively.  The
construction  management  service fees are  calculated  based on a percentage of
current  additions  to  investment  properties.  These  amounts are  included in
general and administrative expenses,  investment properties,  and gain from sale
of discontinued  operations.  At December 31, 2003 approximately $71,000 of such
fees were owed and are included in due to affiliate.

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  year  ended  December  31,  2002,  fees  of
approximately  $20,000 were paid to the General Partner. This amount is included
in general and administrative expenses. During the year ended December 31, 2003,
no special  management  fees were paid as no  distributions  from cash flow from
operations were made.

During the years ended  December 31, 2003 and 2002,  an affiliate of the General
Partner  advanced  the  Partnership  approximately  $70,000  and $34,000 to fund
operations and payment of property taxes, respectively. Interest on the advances
was  charged at the prime rate plus 2%.  Interest  expense  for the years  ended
December  31,  2003 and 2002 was  approximately  $3,000  and less  than  $1,000,
respectively.  During the year ended December 31, 2003, the  Partnership  repaid
the advances of  approximately  $104,000 and the associated  accrued interest of
approximately $3,000 from proceeds from the sale of West Chase Apartments. As of
December 31, 2003,  there were no  outstanding  advances or  associated  accrued
interest  payable to affiliates of the General  Partner.  Subsequent to December
31, 2003 an affiliate of the General Partner advanced  approximately  $51,000 to
the Partnership to pay audit fees.

The  Partnership  insures 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 years ended December 31, 2003 and 2002, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $39,000  and  $48,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

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 be required to return this amount to the Partnership.  There was no
commission  paid to the  General  Partner  related  to the  sale  of West  Chase
Apartments in 2003.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 83,491.50 limited partnership units
in the Partnership  representing 52.65% of the outstanding Units at December 31,
2003. 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
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its ownership of 52.65% of the outstanding Units, AIMCO
and its  affiliates  are in a position  to control  all  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Note C - Disposition of Investment Property

On  September  29,  2003,  the  Partnership  sold West  Chase  Apartments  to an
unrelated third party for a gross sale price of  approximately  $2,124,000.  The
net proceeds  realized by the Partnership  were  approximately  $1,651,000 after
payment of closing costs of approximately  $174,000 and a prepayment  penalty of
approximately  $299,000  owed by the  Partnership  and  paid by the  buyer.  The
Partnership  used  approximately  $1,047,000  of the net  proceeds  to repay the
mortgage  encumbering  the property.  As a result of the sale,  the  Partnership
realized a gain of approximately $1,058,000,  which is shown as a gain from sale
of  discontinued  operations  on the  accompanying  consolidated  statements  of
operations.  The property's  operations,  losses of  approximately  $506,000 and
$13,000 for the years ended December 31, 2003 and 2002, respectively,  are shown
as  loss  from  discontinued  operations.  Included  in loss  from  discontinued
operations  are  revenues of  approximately  $474,000 and $716,000 for the years
ended December 31, 2003 and 2002,  respectively.  In addition,  the  Partnership
recorded a loss on early extinguishment of debt of approximately $332,000 due to
the write off of unamortized loan costs and a prepayment penalty,  which is also
included in loss from discontinued  operations on the accompanying  consolidated
statements of operations.

Note D - Mortgage Notes Payable

The terms of mortgage notes payable are as follows:

<TABLE>
<CAPTION>

                             Principal   Monthly                          Principal
                            Balance At   Payment     Stated                Balance
                             December   Including   Interest  Maturity      Due At
                                31,
         Property              2003      Interest     Rate      Date       Maturity
                                (in thousands)                          (in thousands)

<S>                           <C>          <C>       <C>        <C>          <C>
Ventura Landing Apartments    $3,984       $ 34      7.54%      07/21        $ --
Village Green Apartments       3,379          29     7.54%      08/21           --
      Total                   $7,363       $ 63                              $ --
</TABLE>

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, 2003 are as follows (in thousands):

                               2004            $ 208
                               2005               225
                               2006               242
                               2007               261
                               2008               281
                            Thereafter          6,146
                                               $7,363

Note E - 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  (loss) and Federal
taxable income (loss) (in thousands, except per unit data):

                                          2003          2002

Net income (loss) as reported          $   214       $  (199)
(Deduct) add: Deferred revenue and other
    liabilities                            (37)           40
Depreciation differences                    58            23
Prepayment penalty                        (299)           --
Gain on sale of property                  (592)           --
Other                                       99           (20)
Federal taxable loss                   $  (557)      $  (156)
Federal taxable loss per limited
  partnership unit                     $ (3.37)      $ (0.94)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 2003 (in thousands):

Net liabilities as reported                          $(5,236)
Differences in basis of assets and liabilities
   Investment properties at cost                       3,098
   Accumulated depreciation                             (757)
   Other assets and liabilities                          239
   Syndication costs                                   8,692

Net assets - Federal tax basis                       $ 6,036

Note F - Investment Properties and Accumulated Depreciation



                                                   Initial Cost
                                                  To Partnership
                                                  (in thousands)

<TABLE>
<CAPTION>

                                                          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       $ 3,984       $ 282       $ 3,754         $ 2,095
Village Green Apartments           3,379          125        2,375           1,213
           Totals                $ 7,363       $ 407       $ 6,129         $ 3,308
</TABLE>


<TABLE>
<CAPTION>

                          Gross Amount At Which Carried
                              At December 31, 2003
                                 (in thousands)
                                    Buildings
                                   And Related
                                    Personal              Accumulated    Date    Depreciable
      Description          Land     Property     Total    Depreciation Acquired     Life
                                                              (in
                                                           thousands)
<S>                       <C>       <C>         <C>         <C>        <C>   <C>  <C>
Ventura Landing            $ 282     $ 5,849     $ 6,131     $ 5,130    10/07/81   5-30 yrs
Apartments
Village Green Apartments     125       3,588       3,713       2,564    12/20/91   3-30 yrs
         Totals            $ 407     $ 9,437     $ 9,844     $ 7,694
</TABLE>

Reconciliation of "investment properties and accumulated depreciation":

                                                Years Ended December 31,
                                                  2003            2002
                                                     (in thousands)
Investment Properties
Balance at beginning of year                    $12,394          $12,108
    Property improvements                           258              286
    Sale of investment property                  (2,808)              --
Balance at end of year                          $ 9,844          $12,394

Accumulated Depreciation
Balance at beginning of year                    $ 9,074          $ 8,454
    Additions charged to expense                    590              620
    Sale of investment property                  (1,970)              --
Balance at end of year                          $ 7,694          $ 9,074

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2003  and  2002 is  approximately  $12,942,000  and  $15,908,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at  December  31,  2003 and 2002 is  approximately  $8,451,000  and  $9,414,000,
respectively.

Note G - Fourth-Quarter Adjustment

The Partnership's  policy is to record management  reimbursements to the General
Partner as allowed under the Partnership  Agreement on a quarterly basis,  using
estimated  financial  information  furnished  by an  affiliate  of  the  General
Partner.  For  the  first  three  quarters  of  2003,  these  reimbursements  of
accountable  administrative expenses were based on estimated amounts. During the
fourth  quarter of 2003,  the  Partnership  recorded an adjustment to management
reimbursements  to  the  General  Partner  of  approximately  $71,000  due  to a
difference  in the  estimated  costs and the actual costs  incurred.  The actual
management reimbursements to the General Partner for the year ended December 31,
2003 were  approximately  $219,000,  as  compared  to the  estimated  management
reimbursements  to the General  Partner for the nine months ended  September 30,
2003 of approximately $111,000.

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 purported to
assert  claims on behalf of a class of  limited  partners  and  derivatively  on
behalf of a number of limited partnerships  (including the Partnership) that 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 that 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 sought monetary damages and equitable relief,  including judicial
dissolution of the Partnership. In addition, 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 Heller
action was brought as a purported  derivative  action,  and asserted claims for,
among other things,  breach of fiduciary duty, unfair  competition,  conversion,
unjust enrichment, and judicial dissolution.

On January 8, 2003,  the parties filed a  Stipulation  of Settlement in proposed
settlement of the Nuanes action and the Heller action.

In general  terms,  the  proposed  settlement  provides  for  certification  for
settlement  purposes of a settlement class consisting of all limited partners in
this  Partnership and others (the  "Partnerships")  as of December 20, 2002, the
dismissal  with  prejudice  and  release  of claims  in the  Nuanes  and  Heller
litigation,  payment by AIMCO of $9.9  million  (which shall be  distributed  to
settlement  class  members  after  deduction of attorney fees and costs of class
counsel and certain costs of settlement) and up to $1 million toward the cost of
independent  appraisals of the  Partnerships'  properties  by a Court  appointed
appraiser.  An affiliate of the General Partner has also agreed to make at least
one round of tender offers to purchase all of the  partnership  interests in the
Partnerships within one year of final approval, if it is granted, and to provide
partners  with the  independent  appraisals  at the time of these  tenders.  The
proposed  settlement  also provided for the  limitation  of the allowable  costs
which the General  Partner or its  affiliates  will charge the  Partnerships  in
connection with this litigation and imposes limits on the class counsel fees and
costs in this litigation.  On April 11, 2003,  notice was distributed to limited
partners providing the details of the proposed settlement.

On June 13, 2003, the Court granted final approval of the settlement and entered
judgment in both the Nuanes and Heller actions.  On August 12, 2003, an objector
("Objector")  filed an  appeal  seeking  to  vacate  and/or  reverse  the  order
approving the settlement and entering  judgment  thereto.  On November 24, 2003,
the Objector filed an  application  requesting the Court order AIMCO to withdraw
settlement  tender offers it had  commenced,  refrain from making further offers
pending the appeal and auction any units tendered to third  parties,  contending
that the offers did not conform  with the terms of the  Settlement.  Counsel for
the Objector (on behalf of another  investor)  had  alternatively  requested the
Court take certain  action  purportedly  to enforce the terms of the  settlement
agreement.  On December 18, 2003,  the Court heard oral  argument on the motions
and denied them both in their entirety.  On January 28, 2004, Objector filed his
opening brief in his pending appeal. The General Partner is currently  scheduled
to file a brief in  support  of the  order  approving  settlement  and  entering
judgment thereto by April 23, 2004.

On August 8, 2003 AIMCO  Properties  L.P., an affiliate of the General  Partner,
was served with a Complaint in the United  States  District  Court,  District of
Columbia alleging that AIMCO Properties L.P.  willfully  violated the Fair Labor
Standards  Act (FLSA) by failing to pay  maintenance  workers  overtime  for all
hours  worked  in  excess  of forty  per  week.  The  Complaint  is  styled as a
Collective  Action  under  the FLSA and seeks to  certify  state  subclasses  in
California, Maryland, and the District of Columbia. Specifically, the plaintiffs
contend that AIMCO Properties L.P. failed to compensate  maintenance workers for
time  that they were  required  to be  "on-call".  Additionally,  the  Complaint
alleges AIMCO  Properties  L.P.  failed to comply with the FLSA in  compensating
maintenance  workers  for time that they  worked in  responding  to a call while
"on-call".  The  Complaint  also  attempts  to certify a subclass  for  salaried
service  directors who are challenging  their  classification as exempt from the
overtime  provisions of the FLSA.  AIMCO  Properties L.P. has filed an answer to
the  Complaint  denying the  substantive  allegations.  Discovery  is  currently
underway.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
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
matters  involving  it or its  investment  properties  that are not of a routine
nature arising in the ordinary course of business.

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

            None.

Item 8A.    Controls and Procedures

(a) Disclosure Controls and Procedures.  The Partnership's management,  with the
participation of the principal executive officer and principal financial officer
of the General Partner,  who are the equivalent of the  Partnership's  principal
executive officer and principal financial officer,  respectively,  has evaluated
the  effectiveness of the Partnership's  disclosure  controls and procedures (as
such term is defined  in Rules  13a-15(e)  and  15d-15(e)  under the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act")) as of the end of the
period covered by this report. Based on such evaluation, the principal executive
officer and  principal  financial  officer of the General  Partner,  who are the
equivalent  of the  Partnership's  principal  executive  officer  and  principal
financial  officer,  respectively,  have  concluded  that, as of the end of such
period, the Partnership's disclosure controls and procedures are effective.

(b) Internal Control Over Financial  Reporting.  There have not been any changes
in the Partnership's  internal control over financial reporting (as such term is
defined in Rules  13a-15(f)  and  15d-15(f)  under the Exchange  Act) during the
fourth quarter of 2003 that have materially  affected,  or are reasonably likely
to  materially  affect,  the  Partnership's   internal  control  over  financial
reporting.

                                    PART III

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

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

Peter K. Kompaniez               59   Director
Martha L. Long                   44   Director and Senior Vice President
Harry G. Alcock                  41   Executive Vice President
Miles Cortez                     60   Executive Vice President, General Counsel
                                      and Secretary
Patti K. Fielding                40   Executive Vice President
Paul J. McAuliffe                47   Executive Vice President and Chief
                                      Financial Officer
Thomas M. Herzog                 41   Senior Vice President and Chief Accounting
                                      Officer

Peter K.  Kompaniez  has been Director of the General  Partner since  February
2004.  Mr.  Kompaniez  has been Vice  Chairman  of the Board of  Directors  of
AIMCO since July 1994 and was appointed  President in July 1997. Mr. Kompaniez
has also served as Chief Operating  Officer of NHP  Incorporated  after it was
acquired by AIMCO in December 1997.  Effective  April 1, 2004,  Mr.  Kompaniez
resigned as President of AIMCO.  Mr.  Kompaniez  will  continue in his role as
Director of the General  Partner and Vice  Chairman of AIMCO's  Board and will
serve  AIMCO on a variety of special  and  ongoing  projects  in an  operating
role.

Martha L. Long has been a Director  and Senior  Vice  President  of the  General
Partner since February 2004. Ms. Long has been with AIMCO since October 1998 and
has served in various  capacities.  From 1998 to 2001, Ms. Long served as Senior
Vice President and Controller of AIMCO and the General Partner.  During 2002 and
2003,  Ms. Long served as Senior Vice  President of Continuous  Improvement  for
AIMCO.

Harry G. Alcock was appointed Executive Vice President of the General Partner in
February 2004 and has been Executive Vice President and Chief Investment Officer
of AIMCO since October  1999.  Prior to October 1999 Mr. Alcock served as a Vice
President  of AIMCO  from July 1996 to October  1997,  when he was  promoted  to
Senior Vice  President-Acquisitions  where he served  until  October  1999.  Mr.
Alcock has had responsibility for acquisition and financing  activities of AIMCO
since July 1994.

Miles  Cortez was  appointed  Executive  Vice  President,  General  Counsel  and
Secretary of the General  Partner in February  2004 and of AIMCO in August 2001.
Prior to joining  AIMCO,  Mr. Cortez was the senior  partner of Cortez  Macaulay
Bernhardt  &  Schuetze  LLC,  a Denver  law firm,  from  December  1997  through
September 2001.

Patti K. Fielding was appointed  Executive  Vice President - Securities and Debt
of the General  Partner in  February  2004 and of AIMCO in  February  2003.  Ms.
Fielding  previously  served as Senior Vice  President - Securities  and Debt of
AIMCO from  January  2000 to February  2003.  Ms.  Fielding is  responsible  for
securities and debt financing and the treasury  department.  Ms. Fielding joined
AIMCO in February 1997 and served as Vice  President - Tenders,  Securities  and
Debt until January 2000.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the General  Partner since April 2002. Mr.  McAuliffe has served as Executive
Vice  President of AIMCO since February 1999 and was appointed  Chief  Financial
Officer  of AIMCO in October  1999.  From May 1996  until he joined  AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas M.  Herzog was  appointed  Senior  Vice  President  and Chief  Accounting
Officer of the General  Partner in February  2004 and of AIMCO in January  2004.
Prior to  joining  AIMCO in January  2004,  Mr.  Herzog  was at GE Real  Estate,
serving  as Chief  Accounting  Officer & Global  Controller  from  April 2002 to
January 2004 and as Chief Technical Advisor from March 2000 to April 2002. Prior
to joining GE Real  Estate,  Mr.  Herzog was at  Deloitte & Touche LLP from 1990
until 2000, including a two-year assignment in the real estate national office.

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 board of  directors of the General  Partner  does not have a separate  audit
committee.  As such, the board of directors of the General Partner  fulfills the
functions of an audit  committee.  The board of directors  has  determined  that
Martha L. Long meets the requirement of an "audit committee financial expert".

The  directors  and  officers of the General  Partner  with  authority  over the
Partnership are all employees of subsidiaries of AIMCO. AIMCO has adopted a code
of ethics that applies to such  directors and officers that is posted on AIMCO's
website  (www.AIMCO.com).  AIMCO's  website is not  incorporated by reference to
this filing.

Item 10.    Executive Compensation

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

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2003.

              Entity                      Number of Units             Percentage

Cooper River Properties, LLC
  (an affiliate of AIMCO)                    17,056.00                  10.76%
AIMCO IPLP, L.P.
  (an affiliate of AIMCO)                    39,831.50                  25.12%
AIMCO Properties, L.P.
  (an affiliate of AIMCO)                    26,604.00                  16.77%

Cooper River  Properties LLC and AIMCO IPLP, L.P.  (formerly known as Insignia
Properties,  L.P.) are indirectly  ultimately  owned by AIMCO.  Their business
address is 55 Beattie Place, Greenville, South Carolina 29602.

AIMCO Properties,  L.P. is indirectly  ultimately  controlled by AIMCO and its
business address is 4582 S. Ulster St. Parkway,  Suite 1100, Denver,  Colorado
80237.

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.

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from all of the Partnership's  properties as compensation for providing property
management  services.  The  Partnership  paid to such  affiliates  approximately
$146,000  and  $150,000  for  the  years  ended  December  31,  2003  and  2002,
respectively,   which  are  included  in   operating   expenses  and  loss  from
discontinued operations on the consolidated statements of operations included in
"Item 7. Financial Statements".

Affiliates  of the General  Partner  charged the  Partnership  reimbursement  of
accountable  administrative  expenses  amounting to  approximately  $237,000 and
$155,000 for the years ended December 31, 2003 and 2002,  respectively.  For the
year ended  December 31, 2003 the first three  quarters  were based on estimated
amounts and in the fourth  quarter of 2003,  the  reimbursements  of accountable
administrative  expenses were adjusted based on actual costs.  Included in these
amounts are fees  related to  construction  management  services  provided by an
affiliate  of the General  Partner of  approximately  $18,000 and $7,000 for the
years  ended  December  31,  2003  and  2002,  respectively.   The  construction
management  service  fees  are  calculated  based  on a  percentage  of  current
additions to  investment  properties.  These amounts are included in general and
administrative   expenses,   investment  properties,   and  gain  from  sale  of
discontinued operations. At December 31, 2003 approximately $71,000 of such fees
were owed and are  included in due to affiliate  on the  consolidated  financial
statements included in "Item 7. Financial Statements".

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  year  ended  December  31,  2002,  fees  of
approximately  $20,000 were paid to the General Partner. This amount is included
in  general  and  administrative  expenses  on the  consolidated  statements  of
operations  included in "Item 7.  Financial  Statements".  During the year ended
December 31, 2003, no special management fees were paid as no distributions from
cash flow from operations were made.

During the years ended  December 31, 2003 and 2002,  an affiliate of the General
Partner  advanced  the  Partnership  approximately  $70,000  and $34,000 to fund
operations and payment of property taxes, respectively. Interest on the advances
was  charged at the prime rate plus 2%.  Interest  expense  for the years  ended
December  31,  2003 and 2002 was  approximately  $3,000  and less  than  $1,000,
respectively.  During the year ended December 31, 2003, the  Partnership  repaid
the advances of  approximately  $104,000 and the associated  accrued interest of
approximately $3,000 from proceeds from the sale of West Chase Apartments. As of
December 31, 2003,  there were no  outstanding  advances or  associated  accrued
interest  payable to affiliates of the General  Partner.  Subsequent to December
31, 2003 an affiliate of the General Partner advanced  approximately  $51,000 to
the Partnership to pay audit fees.

The  Partnership  insures 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 years ended December 31, 2003 and 2002, the Partnership was
charged  by  AIMCO  and  its  affiliates   approximately  $39,000  and  $48,000,
respectively,  for  insurance  coverage and fees  associated  with policy claims
administration.

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 be required to return this amount to the Partnership.  There was no
commission  paid to the  General  Partner  related  to the  sale  of West  Chase
Apartments in 2003.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates owned 83,491.50 limited partnership units
in the Partnership  representing 52.65% of the outstanding Units at December 31,
2003. 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
acquire additional Units in exchange for cash or a combination of cash and units
in AIMCO Properties,  L.P., the operating  partnership of AIMCO,  either through
private  purchases  or tender  offers.  Pursuant to the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters that include,  but are not limited to, voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  As a result of its ownership of 52.65% of the outstanding Units, AIMCO
and its  affiliates  are in a position  to control  all  voting  decisions  with
respect to the  Partnership.  Although the General Partner owes fiduciary duties
to the  limited  partners of the  Partnership,  the  General  Partner  also owes
fiduciary duties to AIMCO as its sole  stockholder.  As a result,  the duties of
the General  Partner,  as general  partner,  to the  Partnership and its limited
partners may come into conflict with the duties of the General Partner to AIMCO,
as its sole stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index.

b) Reports on Form 8-K filed during the quarter ended December 31, 2003:

            Current  Report on Form 8-K dated  September  29,  2003 and filed on
            October 3, 2003,  disclosing the sale of West Chase Apartments to an
            unrelated third party.


<PAGE>



Item 14.    Principal Accountant Fees and Services

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial statements of the Partnership for 2004.

Audit  Fees.  The  Partnership   paid  to  Ernst  &  Young  LLP  audit  fees  of
approximately $47,000 and $42,000 for 2003 and 2002, respectively.

Tax Fees.  The  Partnership  paid to Ernst & Young LLP fees for tax services for
2003 and 2002 of approximately $16,000 and $19,000, respectively.


<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/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President


                                    By:   /s/Thomas M. Herzog
                                          Thomas M. Herzog
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 26, 2004


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/Peter K. Kompaniez         Director                      Date: March 26, 2004
Peter K. Kompaniez


/s/Martha L. Long             Director and Senior Vice      Date: March 26, 2004
Martha L. Long                President


/s/Thomas M. Herzog           Senior Vice President         Date: March 26, 2004
Thomas M. Herzog              and Chief Accounting Officer


<PAGE>


                                  EXHIBIT INDEX

Exhibit Number

      3.1         Certificate  of  Limited  Partnership,   as  amended  to  date
                  (Exhibit 3 to the Registrant's  Annual Report on Form 10-K for
                  the year ended  December 31, 1991, is  incorporated  herein by
                  reference).

      3.2         Partnership  Agreement  dated May 22, 1980 is  incorporated by
                  reference to Exhibit A to the  Prospectus of the  Registration
                  dated August 17, 1981 as filed with the Commission pursuant to
                  Rule 424(b) under the Act.

      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).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

      10.51       Multifamily  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).

      10.52       Multifamily  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).

      10.53       Purchase  and  Sale  Contract  between   Consolidated  Capital
                  Properties  III and West Chase  Apartments,  LLC, dated August
                  13, 2003  (incorporated  by reference to the Current Report on
                  Form 8-K dated September 29, 2003).

      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).

      31.1        Certification  of  equivalent  of  Chief  Executive  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      31.2        Certification  of  equivalent  of  Chief  Financial  Officer
                  pursuant     to     Securities     Exchange     Act    Rules
                  13a-14(a)/15d-14(a),  as Adopted  Pursuant to Section 302 of
                  the Sarbanes-Oxley Act of 2002.

      32.1        Certification   Pursuant  to  18  U.S.C.  Section  1350,  as
                  Adopted  Pursuant to Section 906 of the  Sarbanes-Oxley  Act
                  of 2002.



<PAGE>



Exhibit 31.1


                                  CERTIFICATION


I, Martha L. Long, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Consolidated  Capital
      Properties III;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

 5.   The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and


      (b)   Any fraud,  whether or not  material,  that  involves  management or
            other  employees  who have a  significant  role in the  registrant's
            internal control over financial reporting.


Date: March 26, 2004

                                    /s/Martha L. Long
                                    Martha L. Long
                                    Senior Vice President of ConCap Equities,
                                    Inc., equivalent of the chief executive
                                    officer of the Partnership


<PAGE>



Exhibit 31.2


                                  CERTIFICATION


I, Thomas M. Herzog, certify that:


1.    I have reviewed this annual report on Form 10-KSB of Consolidated  Capital
      Properties III;

2.    Based on my knowledge,  this report does not contain any untrue  statement
      of a material fact or omit to state a material fact  necessary to make the
      statements made, in light of the circumstances under which such statements
      were made,  not  misleading  with  respect  to the period  covered by this
      report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information  included  in this  report,  fairly  present  in all  material
      respects the financial condition,  results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The  registrant's  other  certifying  officer(s) and I are responsible for
      establishing  and  maintaining  disclosure  controls  and  procedures  (as
      defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for the registrant
      and have:

      (a)   Designed such  disclosure  controls and  procedures,  or caused such
            disclosure   controls  and  procedures  to  be  designed  under  our
            supervision,  to ensure that  material  information  relating to the
            registrant,  including its consolidated subsidiaries,  is made known
            to us by others  within  those  entities,  particularly  during  the
            period in which this report is being prepared;

      (b)   Evaluated the effectiveness of the registrant's  disclosure controls
            and  procedures and presented in this report our  conclusions  about
            the effectiveness of the disclosure  controls and procedures,  as of
            the  end  of the  period  covered  by  this  report  based  on  such
            evaluation; and

      (c)   Disclosed  in this  report any change in the  registrant's  internal
            control  over   financial   reporting   that  occurred   during  the
            registrant's  most recent fiscal  quarter (the  registrant's  fourth
            fiscal  quarter in the case of an annual report) that has materially
            affected,   or  is  reasonably  likely  to  materially  affect,  the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying  officer(s) and I have disclosed,  based
      on  our  most  recent   evaluation  of  internal  control  over  financial
      reporting,  to the  registrant's  auditors and the audit  committee of the
      registrant's  board of directors  (or persons  performing  the  equivalent
      functions):

      (a)   All significant  deficiencies and material  weaknesses in the design
            or operation of internal control over financial  reporting which are
            reasonably  likely to adversely affect the  registrant's  ability to
            record, process, summarize and report financial information; and

(b)   Any fraud,  whether or not  material,  that  involves  management or other
      employees who have a significant role in the registrant's internal control
      over financial reporting.

Date: March 26, 2004

                                    /s/Thomas M. Herzog
                                    Thomas M. Herzog
                                    Senior Vice President and Chief
                                    Accounting Officer of ConCap Equities,
                                    Inc., equivalent of the chief financial
                                    officer of the Partnership


<PAGE>


Exhibit 32.1


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                Section 906 of the Sarbanes-Oxley Act of 2002



In  connection  with the Annual  Report on Form 10-KSB of  Consolidated  Capital
Properties  III (the  "Partnership"),  for the year ended  December  31, 2003 as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
"Report"),  Martha L. Long, as the equivalent of the chief executive  officer of
the Partnership,  and Thomas M. Herzog, as the equivalent of the chief financial
officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

      (1)   The Report fully complies with the  requirements of Section 13(a) or
            15(d) of the Securities Exchange Act of 1934; and

      (2)   The  information  contained in the Report  fairly  presents,  in all
            material respects, the financial condition and results of operations
            of the Partnership.


                                           /s/Martha L. Long
                                    Name:  Martha L. Long
                                    Date:  March 26, 2004


                                           /s/Thomas M. Herzog
                                    Name:  Thomas M. Herzog
                                    Date:  March 26, 2004


This  certification is furnished with this Report pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002 and shall not be deemed filed by the Partnership for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended.