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                  UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                               Washington, D.C. 20549



                                    FORM 10-K/A


                                   AMENDMENT NO.1



FILED PURSUANT TO SECTION 12, 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the fiscal year ended: November 30, 1997
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                         COMMISSION FILE NUMBER:  0-11769
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                           CONAM REALTY INVESTORS 3 L.P.
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                                 FORMERLY KNOWN AS
                          HUTTON/CONAM REALTY INVESTORS 3
                          -------------------------------
                EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER


     California                                          13-3176625
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STATE OR OTHER JURISDICTION OF               I.R.S. EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION

1764 San Diego Avenue
San Diego, CA  92110 Attn.: Robert J. Svatos                  92110-1906
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ADDRESS OF PRINCIPAL EXECUTIVE OFFICES                        ZIP CODE

                                   (619) 297-6771
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                 Registrant's telephone number, including area code






     The undersigned registrant hereby amends the following section of its
Report for November 30, 1997 on Form 10-K as set forth in the pages attached
hereto:

                                       PART I
ITEM 1.  BUSINESS

(a)  General Description of Business and Objectives



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                                        PART I
Item 1.  BUSINESS

(a) GENERAL DESCRIPTION OF BUSINESS AND OBJECTIVES

ConAm Realty Investors 3 L.P., formerly known as Hutton/ConAm Realty Investors
3, (the "Partnership") is a California limited partnership formed on July 14,
1983.  ConAm Property Services IV, Ltd. ("CPS IV"), a California limited
partnership, and RI 3-4 Real Estate Services, Inc. ("RI 3-4"), a Delaware
corporation, were the original co-general partners of the Partnership.  On
January 27, 1998, CPS IV acquired RI 3-4's co-general partner interest in the
Partnership, effective July 1, 1997, pursuant to a Purchase Agreement between
CPS IV and RI 3-4 dated August 29, 1997.  As a result, CPS IV now serves as the
sole general partner  (the "General Partner") of the Partnership.  In
conjunction with this transaction, the name of the Partnership was changed from
Hutton/ConAm Realty Investors 3 to ConAm Realty Investors 3 L.P.

The Partnership was organized to engage in the business of acquiring, operating
and holding for investment multifamily residential properties.  The Partnership
originally invested in three residential apartment properties and two joint
ventures, each of which owned a specified property.  As described below two
properties have been sold.  Funds held as a working capital reserve are invested
in bank certificates of deposit, unaffiliated money market funds or other highly
liquid short-term investments where there is appropriate safety of principal in
accordance with the Partnership's investment objectives and policies.

The Partnership's principal investment objectives with respect to its interests
in real property are:

(1)  capital appreciation;

(2)  distribution of net cash from operations attributable to rental income; and

(3)  preservation and protection of capital.

Distribution of net cash from operations is the Partnership's objective during
its operational phase, while preservation and appreciation of capital are the
Partnership's long-term objectives.  The attainment of the Partnership's
investment objectives will depend on many factors, including future economic
conditions in the United States as a whole and, in particular, in the localities
in which the Partnership's properties are located, especially with regard to
achievement of capital appreciation.

From time to time the Partnership expects to sell its real property interests
taking into consideration such factors as the amount of appreciation in value,
if any, to be realized and the possible risks of continued ownership.  Proceeds
from any future sale, financing or refinancing of properties will not be
reinvested and may be distributed to the Limited Partners and General Partner
(sometimes referred to together herein as the "Partners"), so that the
Partnership will, in effect, be self-liquidating.  If deemed necessary, the
Partnership may retain a portion of the proceeds from any sale, financing or
refinancing as capital reserves.  As partial payment for properties sold, the
Partnership may receive purchase money obligations secured by mortgages or deeds
of trust.  In such cases, the amount of such obligations will not be included in
Net Proceeds From Sale or Refinancing (distributable to the Partners) until and
only to the extent the obligations are realized in cash, sold or otherwise
liquidated.

Originally, the Partnership utilized the net proceeds of its public offering to
acquire five residential apartment complexes (collectively, the "Properties")
either directly or through investments in joint ventures, as follows: (1) Autumn
Heights, a 140-unit apartment complex, located in Colorado Springs, Colorado;
(2) Skyline Village, a 168-unit apartment complex, located in Tucson, Arizona;
(3) Ponte Vedra Beach Village II, a 124-unit apartment complex, located in Ponte
Vedra Beach, Florida; (4) Country Place Village II, a 100-unit apartment
complex, located in Clearwater, Florida; and (5) Bernardo Point Apartments, a
200-unit apartment complex, located in San Diego, California. On December 20,
1990, Bernardo Point Apartments was sold to an unaffiliated institutional buyer
for $19,915,000, and on July 20, 1995, Country Place Village II was sold for
$3,890,000 to an unaffiliated institutional buyer.

The Partnership's mortgage loan secured by Autumn Heights was refinanced in
January 1994 and matures in January 2001.  For information concerning the
Partnership's current mortgage indebtedness, see Note 5, "Mortgages Payable," of
the Notes to the Consolidated Financial Statements, included herein by reference
to the Partnership's Annual Report to Unitholders for the fiscal year ended
November 30, 1997, which is filed as an exhibit under Item 14.

The Partnership considers itself to be engaged in only one industry segment,
real estate investment.




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COMPETITION

The Partnership's real property investments are subject to competition from
similar types of properties in the vicinities in which they are located and such
competition has increased since the Partnership's investment in the Properties
due principally to the addition of newly constructed apartment complexes
offering increased residential and recreational amenities.  The Properties have
also been subject to competition from condominiums and single-family properties
especially during periods of low mortgage  interest rates.  The Partnership
competes with other real estate owners and developers in the rental and leasing
of its Properties by offering competitive rental rates and, if necessary,
leasing incentives.  Such competition may affect the occupancy levels and
revenues of the Properties.  The occupancy levels at the properties in Arizona
and Florida reflect some seasonality, which is typical in these markets.  In
some cases, the Partnership may compete with properties owned by partnerships
affiliated with the General Partner.

For a discussion of current market conditions in the areas where the
Partnership's Properties are located, reference is made to the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1997, which
is filed as an exhibit under Item 14.

EMPLOYEES

The Partnership has no employees.  Services are provided by ConAm Services,
ConAm Management Corporation ("ConAm Management"), an affiliate of CPS IV, as
well as Service Data Corporation and First Data Investor Services Group, both
unaffiliated companies.  The Partnership has entered into management agreements
pursuant to which ConAm Management provides management services with respect to
the Properties.  First Data Investor Services Group had been retained by the
Partnership to provide all accounting and investor communication functions,
while Service Data Corporation provides transfer agent services.  Effective
December 1, 1997, the accounting functions of the Partnership have been
transferred to the firm of Brock, Tibbitts, & Snell, an unaffiliated company
located in San Diego, California.  See Item 13, "Certain Relationships and
Related Transactions", for a further description of the service and management
agreements between the Partnership and affiliated entities.




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                                     SIGNATURES

Pursuant to the requirements of Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


Dated: October 13, 1998


                              BY:    ConAm Property Services IV, Ltd.
                                     General Partner of ConAm Realty
                                     Investors 3 L.P.


                              BY:    Continental American Development, Inc.
                                     General Partner


                              BY:  /s/  Daniel J. Epstein
                              -------------------------------
                              Name:  Daniel J. Epstein
                              Title: President, Director and
                              Principal Executive Officer