UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

	For the fiscal year ended: November 30, 1995
	
                                       OR

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

	For the transition period from _____ to _____

                        Commission file number:  0-11769


                        HUTTON/CONAM REALTY INVESTORS 3
              Exact name of Registrant as specified in its charter
	
	
              California                                13-3176625
State or other jurisdiction of incorporation  I.R.S. Employer Identification No.

Attention:  Andre Anderson
3 World Financial Center, 29th Floor,
New York, New York                                        10285
Address of principal executive offices                  zip code

Registrant's telephone number, including area code: (212) 526-3237

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:

                     UNITS OF LIMITED PARTNERSHIP INTEREST
                                 Title of Class

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for 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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any
amendment to this Form 10-K.   (X)

Documents Incorporated by Reference:  

Portions of Prospectus of Registrant dated March 31, 1983 (included in
Amendment No. 1 to Registration Statement No. 2-80991 of Registrant filed March
29, 1983) are incorporated herein by reference into Part III of this report. 

Portions of Parts I, II, III and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the fiscal year ended November
30, 1995.

                                     PART I

Item 1.  Business 

(a) General Development of Business

Hutton/ConAm Realty Investors 3 (the "Registrant" or the "Partnership") is a
California limited partnership formed on July 14, 1983, of which RI 3-4 Real
Estate Services Inc. ("RI 3-4 Services," formerly Hutton Real Estate Services
VIII, Inc.), a Delaware corporation, and ConAm Property Services IV, Ltd., a
California limited partnership ("ConAm Services"), are the general partners
(together, the "General Partners").  

Commencing March 31, 1983, the Registrant began offering through E.F. Hutton &
Company Inc., an affiliate of the Registrant, up to a maximum of 80,000 units
of limited partnership interest (the "Units") at $500 per Unit.  Investors who
purchased the Units (the "Limited Partners") are not required to make any
additional capital contributions.  The Units were registered under the
Securities Act of 1933, as amended, under Registration Statement No. 2-80991,
which Registration Statement was declared effective on March 31, 1983.  The
offering of Units was terminated on July 14, 1983.  Upon termination of the
offering, the Registrant had accepted subscriptions for 80,000 Units for an
aggregate of $40,000,000.  

(b) Narrative Description of Business

The Registrant is engaged in the business of acquiring, operating and holding
for investment multifamily residential properties which by virtue of their
location and design and the nature of the local real estate market have the
potential for long-term capital appreciation and generation of current income.
All of the proceeds available for investment in real estate were originally
invested in three residential apartment properties and two joint ventures, each
of which owns a specified property.  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 Registrant's investment objectives and
policies.  

The Registrant'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 will be the Registrant's objective
during its operational phase, while preservation and appreciation of capital
continues to be the Registrant's longer term objectives.  The attainment of the
Registrant'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 Registrant's properties are located, especially
with regard to achievement of capital appreciation.  

From time to time the Registrant 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.  In
consideration of these factors and improving market conditions, over the next
several years, the General Partners have commenced marketing certain of the
properties for sale.  No property will be sold, financed or refinanced by the
Registrant without the agreement of both General Partners.  Proceeds from any
future sale, financing or refinancing of properties will not be reinvested and
may be distributed to the Limited Partners and General Partners (sometimes
referred to together herein as the "Partners"), so that the Registrant will, in
effect, be self-liquidating.  If deemed necessary, the Registrant may retain a
portion of the proceeds from any sale, financing or refinancing as capital
reserves.  As partial payment for properties sold, the Registrant 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 Registrant acquired five residential apartment complexes
(collectively, the "Properties") either directly or through investments in
joint ventures.  As of November 30, 1995, the Registrant had interests in the
Properties 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; and (3) Ponte Vedra Beach
Village II, a 124-unit apartment complex, located in Ponte Vedra Beach,
Florida.  Country Place Village II was sold on July 20, 1995, for $3,890,000 to
an institutional buyer, which is unaffiliated with the Partnership.  The
selling price was determined by arm's length negotiations between the
Partnership and the buyer.  The Partnership received net proceeds of
$3,832,290.  The fifth property in which the Registrant had an interest,
Bernardo Point Apartments in San Diego, California, was sold on December 20,
1990.  See Item 2, "Properties," and Note 4 , "Real Estate Investments," of the
Notes to Consolidated Financial Statements incorporated herein by reference to
the Partnership's Annual Report to Unitholders for the fiscal year ended
November 30, 1995 filed as an exhibit under Item 14 for further information on
each of the Properties.  Reference is made to Item 7 of this report for a more
detailed discussion of the Country Place Village II sale.

The Registrant's mortgage loan secured by Autumn Heights was refinanced in
January 1994 and will mature in January 2001.  See Note 5, "Mortgages Payable,"
of the Notes to the Consolidated Financial Statements for additional
information concerning the Registrant's current mortgage indebtedness.  See
Item 7 of this report for discussion of the Autumn Heights refinancing.

Competition

The Registrant'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 Registrant's investment in the
Properties due principally to the addition of newly constructed apartment
complexes offering increased residential and recreational amenities.  The
investment properties have also been subject to competition from condominiums
and single-family properties especially during periods of low mortgage interest
rates.  The Registrant 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
the markets.  In some cases, the Registrant may compete with other properties
owned by partnerships affiliated with either General Partner of the Registrant.

For a discussion of current market conditions in each of the areas where the
Partnership's Properties are located, see Item 2 below.   

Employees

The Registrant has no employees.  Services are provided by RI 3-4 Services,
ConAm Services, ConAm Management Corporation ("ConAm Management"), an affiliate
of ConAm Services, as well as Service Data Corporation and First Data Investor
Services Group, both unaffiliated companies.  The Registrant has entered into
management agreements pursuant to which ConAm Management provides management
services with respect to certain of the Properties.  First Data Investor
Services Group has been retained by the Registrant to provide all accounting
and investor communication functions, while Service Data Corporation provides
transfer agent services.  See Item 13, "Certain Relationships and Related
Transactions," for a further description of the service and management
agreements between the Registrant and affiliated entities.


Item 2.  Properties

Below is a description of the Registrant's Properties and a discussion of
current market conditions in each of the areas where the Properties are
located.  For information on the purchase of the Properties, reference is made
to Note 4 to the Consolidated Financial Statements in the Partnership's Annual
Report to Unitholders for the fiscal year ended November 30, 1995, which is
filed as an exhibit under Item 14.  Appraised values of the Partnership's real
estate investments are incorporated by reference to the Partnership's Annual
Report to Unitholders.  Average occupancy rates at each property are
incorporated by reference to Item 7.

Autumn Heights - Colorado Springs, Colorado.  
The 140-unit Autumn Heights complex is situated in southwest Colorado Springs,
approximately sixty miles south of Denver.  Colorado Springs has rebounded from
its economic difficulties and overbuilding experienced in the mid-to-late
1980s, and market conditions for multifamily housing improved considerably.  As
of the third quarter of 1995, average occupancy was 98% in Colorado Springs
overall and 99% in the Southwest submarket where the property is located.  The
strong market conditions have also resulted in significant increases in rental
rates.  As a result of the pent-up demand for multifamily housing, development
of new apartment complexes has increased.  There are over 900 units currently
under construction in Colorado Springs, with an additional 1,800 units in
various stages of the permitting process.  Given the area's growing population
and strong economy, this new supply is expected only to have minimal impact on
the multifamily market.  However, continuing construction at thi space could
lead to softness in the market in the future.

Ponte Vedra Beach Village II - Ponte Vedra Beach, Florida
This 124-unit property is located in an oceanside residential area south of
Jacksonville, Florida.  The Ponte Vedra Beach area has experienced notable
population growth and limited new construction in recent years, resulting in
strong occupancy for area apartment complexes.  A local survey of the Ponte
Vedra Beach area reported an average apartment occupancy rate of 95% in the
fourth quarter of fiscal 1995.  The use of rental concessions in the market is
virtually non-existent.  Given the strong market conditions, several apartment
projects are in the planning or construction phase.  In July 1995, construction
of phase one of a new development containing 240 units was completed.  Phase
two of this project, which will contain an additional 178 units, is expected to
be completed by the end of 1996.  A separate project containing 252 units is to
be built in the Ponte Vedra area and a project with an additional 200 to 300
units is awaiting permits to begin construction.  All this construction is
expected to intensify competition in the Ponte Vedra area market.

Skyline Village - Tucson, Arizona.  
This 168-unit complex is situated in the northern portion of the Tucson
metropolitan area near the foothills of the Santa Catalina mountains.  Skyline
Village competes with a number of apartment complexes and condominium
developments within the Tucson area.   Tucson's economy began to weaken as
population and job growth slowed during 1995.  Despite the economic slowdown,
construction of multifamily properties has increased significantly.  As of the
third quarter of 1995, 1,123 units were under construction in the Catalina
Foothills submarket with an additional 656 units not yet begun.  These units
are being added to the 7,226 completed units in the market.  There are an
additional seven projects planned for the Catalina Foothills market although
all of these projects may not proceed to constructions.  In addition, the
multifamily market has been unfavorably impacted by a decline in interest rates
which has made home ownership a viable alternative for renters.  As a result,
vacancy rate s are beginning to rise and increases in rental rates are
moderating. A local survey of metropolitan Tucson conducted in the fourth
quarter of fiscal 1995 showed an average occupancy rate of 92% among
multifamily properties with five or more units, down from 96% at the same
period in 1994.  However, the economy and population continue to grow at a
rapid pace which will lessen the impact.


Item 3.  Legal Proceedings

The Registrant is not subject to any material pending legal proceedings. 


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

During the fourth quarter of the fiscal year ended November 30, 1995, no matter
was submitted to a vote of Unitholders through the solicitation of proxies or
otherwise. 

                                    PART II

Item 5.  Market for Partnership's Limited Partnership Units and Related
         Security Holder Matters

As of November 30, 1995, the number of Unitholders of record was 3,972.  

No established public trading market exists for the Units, and it is not
anticipated that such a market will develop in the future. 

Distributions of Net Cash From Operations, when made, are paid on a quarterly
basis, with distributions generally occurring approximately 45 days after the
end of each quarter.  Such distributions have been made primarily from net
operating income with respect to the Registrant's investment in the Properties
and from interest on short-term investments, and partially from excess cash
reserves.  Information on cash distributions paid by the Partnership for the
past two fiscal years is incorporated by reference to the Partnership's Annual
Report to Unitholders for the fiscal year ended November 30, 1995, which is
filed as an exhibit under Item 14.  The level of future distributions will be
evaluated on a quarterly basis and will depend on the Partnership's operating
results and future cash needs.


Item 6.   Selected Financial Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1995, which is filed as an exhibit under Item 14.


Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Liquidity and Capital Resources

At November 30, 1995, the Partnership had cash and cash equivalents of
$1,060,348, which were invested in unaffiliated money market funds.  The
$3,152,800 decrease from November 30, 1994 is due primarily to cash
distributions to the partners and mortgage principal payments in excess of
proceeds from the sale of Country Place Village II, and cash provided by
operating activities.  The Partnership also maintains a restricted cash
balance, which totaled $61,141 at November 30, 1995, representing real estate
tax escrows required under the terms of the Autumn Heights and Skyline Village
loans.  The Partnership expects sufficient cash to be generated from operations
to meet its current operating expenses.

On July 20, 1995, the Partnership sold Country Place Village II for $3,890,000
to an institutional buyer.  The Partnership received net proceeds of
$3,832,290.  On August 22, 1995, the General Partners made a special
distribution of $4,000,000 or $50 per Unit from proceeds resulting from the
sale and a portion of the Partnership's cash reserves.  This distribution
represents a return of investors original capital and includes sales proceeds
held in reserve from the Bernardo Point sale.  As a result of the sale of
Country Place Village II, security deposits payable declined to $109,876 at
November 30, 1995 from $161,667 at November 30, 1994.

Mortgages payable declined from $11,598,519 at November 30, 1994 to $8,564,859
at November 31, 1995 primarily due to a June 29, 1995 payment in the amount of
$2,925,099, representing principal and interest, from cash reserves to fully
satisfy the Partnership's mortgage obligation on Country Place Village II, plus
amortization of the outstanding balance on the Skyline Village and Autumn
Heights mortgages.

On January 6, 1994, the Partnership refinanced its mortgage collateralized by
the Autumn Heights property.  The replacement financing has a term of seven
years and bears interest at an annual rate of 8%, requiring monthly
installments of principal and interest.  Proceeds from the new financing were
used to pay off the existing mortgage balance of $4,411,215.  The funds in
excess of the maturing loan balance, approximately $1 million, were added to
the Partnership's cash reserve.  As a result of the completion of the Autumn
Heights refinancing, the General Partners declared a special distribution in
the amount of $2,400,000 or $30 per unit which was paid on January 27, 1994.
This distribution represents a return of investors' original capital related to
the proceeds from the sale of the Bernardo Point property.  See Note 4, "Real
Estate Investments," of Notes to the Consolidated Financial Statements for a
discussion of such sale.  

During the remainder of 1996, the General Partners intend to implement an
extensive improvement program to upgrade the properties.  This program, which
includes roof repairs at all three properties and asphalt repairs at Autumn
Heights and Ponte Vedra Beach II, is intended to maintain each property's
position within their respective markets, which are growing increasingly
competitive with the addition of newly-constructed apartment properties.  This
is particularly true in the Tucson and Jacksonville markets where Skyline
Village and Ponte Vedra Beach Village II, respectively, are located.  It is
also hoped that these improvements will allow for greater increases in rental
rates, thereby improving each property's revenue and value, and making them
better positioned for eventual sale.  It is anticipated that cash from reserves
may be required to fund a portion of the distributions during 1996 as a result
of the capital expenditures required.

Results of Operations

1995 versus 1994
Partnership operations for the year ended November 30, 1995 resulted in net
income of $85,405 compared with $17,509 in fiscal 1994.  Excluding the $83,992
loss recognized on the sale of Country Place Village II, income from operations
for the fiscal year ended November 30, 1995 was $169,397 as compared to $17,509
in fiscal 1994.  The increases in net income and income from operations for the
year ended November 30, 1995 are due primarily to reductions in interest
expense and depreciation and amortization attributable to the sale of Country
Place Village II.  Net cash provided by operating activities was $1,184,714 for
the fiscal year ended November 30, 1995 virtually unchanged from $1,196,687 in
fiscal 1994.

Rental income for the year ended November 30, 1995 was $4,027,970 compared with
$4,146,674 in fiscal 1994.  The decrease reflects the sale of Country Place
Village II in July 1995, partially offset by increases in rental income at the
three remaining properties, particularly Autumn Heights, due to increased
rental rates.  Interest income totalled $174,780 for the fiscal year ended 
November 30, 1995 compared to $151,152 in fiscal 1994.  The increase is the
result of the Partnership earning higher interest rates on its invested cash in
1995 compared to 1994.

Property operating expenses were $1,912,816 for the year ended November 30,
1995, virtually unchanged from $1,936,098 for fiscal 1994 as decreases in
operating expenses at Country Place Village II and Autumn Heights were offset
by higher repairs and maintenance expenses at Skyline Village.  Depreciation
and amortization was lower in fiscal 1995 compared to fiscal 1994 due to the
July 1995 sale of Country Place Village II.  Interest expense also declined due
to the June 1995 repayment of the Country Place Village II mortgage.

1994 versus 1993
Partnership operations for the year ended November 30, 1994 resulted in net
income of $17,509 compared with $2,707 in fiscal 1993.  The increase in net
income for the year ended November 30, 1994 is due primarily to an increase in
rental income, partially offset by an increase in property operating expenses.
Net cash provided by operating activities was $1,196,687 for the fiscal year
ended November 30, 1994 virtually unchanged from $1,153,670 in fiscal 1994.

Rental income for the year ended November 30, 1994 was $4,146,674 compared with
$3,893,009 in fiscal 1993.  The increase reflects increased rental income at
all four of the Partnership's properties during fiscal 1994, particularly
Autumn Heights and Skyline Village, due primarily to increased rental rates.

Property operating expenses were $1,936,098 for the year ended November 30,
1994, compared with $1,697,471 for fiscal 1993.  The increase is due primarily
to the painting of the exterior building and landscaping expenditures for
Autumn Heights and asphalt repairs and carpet replacements performed at Skyline
Village.

The average occupancy levels at each of the properties for the years ended
November 30, 1995, 1994 and 1993 were as follows:

                                       Twelve Months Ended November 30,
        Property                         1995       1994       1993
        Autumn Heights                    96%        96%        98%
        Ponte Vedra Beach Village II      93%        95%        95%
        Skyline Village                   94%        96%        97%
	

Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1995, which is filed as an exhibit under
Item 14.  Supplementary Data is incorporated by reference to F-1 to F-4 of this
report. 


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The Registrant has no officers or directors.  RI 3-4 Services and ConAm
Services, the co-General Partners of the Registrant, jointly manage and control
the affairs of the Registrant and have general responsibility and authority in
all matters affecting its business.

RI 3-4 Services

RI 3-4 Services (formerly Hutton Real Estate Services VIII, Inc.) is a Delaware
corporation formed on August 2, 1982, as a wholly-owned subsidiary of LB I
Group Inc. (formerly the E.F. Hutton Group Inc., the "Hutton Group").  The
Hutton Group is now a wholly-owned subsidiary of Lehman Brothers Inc.
("Lehman").  See the section captioned, "Certain Matters Involving Affiliates
of RI 3-4  Services," below for a description of the Hutton Group's acquisition
by Shearson Lehman Brothers, Inc. ("Shearson") and the subsequent sale of
certain of Shearson's domestic retail brokerage and asset management businesses
to Smith Barney, Harris Upham & Co. Incorporated ("Smith Barney"), which
resulted in a change in the general partner's name. 

Certain officers and directors of RI 3-4 Services are now serving (or in the
past have served) as officers or directors of entities which act as general
partners of a number of real estate limited partnerships which have sought
protection under the provisions of the Federal Bankruptcy Code.  The
partnerships which have filed bankruptcy petitions own real estate which has
been adversely affected by the economic conditions in the markets in which the
real estate is located and, consequently, the partnerships sought the
protection of the bankruptcy laws to protect the partnerships' assets from loss
through foreclosure.  The names and positions held by the directors and
executive officers of RI 3-4 Services are set forth below.  There are no family
relationships between any officers or directors.

                Name                    Office

		Paul L. Abbott		Director, President, Chief Financial
					Officer and Chief Executive Officer
                Donald E. Petrow        Vice President
		Kate Hobson		Vice President

Paul L. Abbott, 50, is a Managing Director of Lehman.  Mr. Abbott joined Lehman
in August 1988, and is responsible for investment management of residential,
commercial and retail real estate.  Prior to joining Lehman, Mr. Abbott was a
real estate consultant and a senior officer of a privately held company
specializing in the syndication of private real estate limited partnerships.
From 1974 through 1983, Mr. Abbott was an officer of two life insurance
companies and a director of an insurance agency subsidiary.  Mr. Abbott
received his formal education in the undergraduate and graduate schools of
Washington University in St. Louis.

Donald E. Petrow, 39, is a First Vice President of Lehman Brothers Inc.  Since
March 1989, he has been responsible for the investment management and
restructuring of various investment portfolios, including but not limited to,
federal insured mortgages, tax exempt bonds, multifamily and commercial real
estate.  From November 1981 to February 1989, Mr. Petrow, as Vice President of
Lehman, was involved in investment banking activities relating to partnership
finance and acquisitions.  Prior to joining Lehman, Mr. Petrow was employed in
accounting and equipment leasing firms.  Mr. Petrow holds a B.S. Degree in
accounting from Saint Peters College and an M.B.A in Finance from Pace
University.

Kate Hobson, 29, is an Assistant Vice President of Lehman and has been a member
of the Diversified Asset Group since 1992.  Prior to joining Lehman, Ms. Hobson
was associated with Cushman & Wakefield serving as a real estate accountant
from 1990 to 1992.  Prior to that, Ms. Hobson was employed by Cambridge
Systematics, Inc. as a junior land planner.  Ms. Hobson received a B.A. degree
in sociology from Boston University in 1988.

ConAm Services

ConAm Services is a California limited partnership organized on August 30,
1982.  The sole general partner of ConAm Services is Continental American
Development, Inc. ("ConAm Development").  The names and positions held by the
directors and executive officers of ConAm Development are set forth below.
There are no family relationships between any officers or directors.

                Name                    Office

                Daniel J. Epstein       President and Director
		E. Scott Dupree		Vice President/Director
                Robert J. Svatos        Vice President/Director
		Ralph W. Tilley		Vice President
                J. Bradley Forrester    Vice President

Daniel J. Epstein, 56, has been the President and a Director of ConAm
Development and ConAm Management (or its predecessor firm) and a general
partner of Continental American Properties, Ltd. ("ConAm"), an affiliate of
ConAm Services, since their inception.  Prior to that time Mr. Epstein was Vice
President and a Director of American Housing Guild, which he joined in 1969.
At American Housing Guild, he was responsible for the formation of the
Multi-Family Division and directed its development and property management
activities.  Mr. Epstein holds a Bachelor of Science degree in Engineering from
the University of Southern California.

E. Scott Dupree, 45, is a Vice President and general counsel of ConAm
Management responsible for negotiation, documentation, review and closing of
acquisition, sale and financing proposals.  Mr. Dupree also acts as principal
legal advisor on general legal matters ranging from issues and contracts
involving the management company to supervision of litigation and employment
issues.  Prior to joining ConAm Management in 1985, he was corporate counsel to
Trusthouse Forte, Inc., a major international hotel and restaurant corporation.
Mr. Dupree holds a B.A. from United States International University and a Juris
Doctorate degree from the University of San Diego.

Robert J. Svatos, 37, is a Vice President and is the Chief Financial Officer of
ConAm Management.  His responsibilities include the accounting, treasury and
data processing functions of the organization.  Prior to joining ConAm
Management in 1988, he was the Chief Financial Officer for AmeriStar Financial
Corporation, a nationwide mortgage banking firm.  Mr. Svatos holds an M.B.A. in
Finance from the University of San Diego and a Bachelor's of Science degree in
Accounting from the University of Illinois. He is a Certified Public
Accountant.

Ralph W. Tilley, 41, is a Vice President and Treasurer of ConAm Management.  He
is responsible for the financial aspects of syndications and acquisitions, the
company's asset management portfolio and risk management activities.  Prior to
joining ConAm Management in 1980, he was a senior accountant with KPMG Peat
Marwick, specializing in real estate.  He holds a Bachelor's of Science degree
in Accounting from San Diego State University and is a Certified Public
Accountant.

J. Bradley Forrester, 38, currently serves as a Senior Vice President of ConAm
Management Corporation.  He is responsible for property acquisition and
disposition on a nationwide basis.  Additionally, he is involved with the
company's real estate development activities.  Prior to joining ConAm, Mr.
Forrester served as Senior Vice President - Commercial Real Estate for First
Nationwide Bank in San Francisco, where he was responsible for a $2 billion
problem asset portfolio including bank-owned real estate and non-performing
commercial real estate loans.  His past experience includes significant
involvement in real estate development and finance, property acquisitions and
dispositions and owner's representation matters.  Prior to entering the real
estate profession, he worked for KPMG Peat Marwick in Dallas, Texas.  Mr.
Forrester holds a Bachelor of Science degree in Accounting from Louisiana State
University.  He received his CPA certification in the State of Texas.


Certain Matters Involving Affiliates of RI 3-4 Services

On July 31, 1993, Shearson sold certain of its domestic retail brokerage and
asset management businesses to Smith Barney.  Subsequent to the sale, Shearson
changed its name to "Lehman Brothers Inc."  The transaction did not affect the
ownership of the Partnership's General Partners.  However, the assets acquired
by Smith Barney included the name "Hutton."  Consequently, the Hutton Real
Estate Services general partner changed its name to "RI 3-4 Real Estate
Services Inc.", and the Hutton Group changed its name to "LB I Group Inc." to
delete any reference to "Hutton."  


Item 11.  Executive Compensation

Neither of the General Partners nor any of their directors or executive
officers received any compensation from the Registrant.  See Item 13 of this
report for a description of certain costs of the General Partners and
their affiliates reimbursed by the Registrant.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of November 30, 1995, no person was known by the Registrant to be the
beneficial owner of more than five percent of the Units of the Registrant.
Neither of the General Partners nor any of their executive officers or
directors owns any Units.


Item 13.  Certain Relationships and Related Transactions 

RI 3-4 Services and ConAm Services each received $44,444 as its allocable share
of Net Cash From Operations with respect to the fiscal year ended November 30,
1995.  Pursuant to the Certificate and Agreement of Limited Partnership of the
Registrant, for the fiscal year ended November 30, 1995, $16,100 of
Registrant's net income was allocated to the General Partners ($7,910 to RI 3-4
Services and $8,190 to ConAm Services).  For a description of the share of Net
Cash From Operations and the allocation of income and loss to which the General
Partners are entitled, reference is made to the material contained on pages
43-45 of the Prospectus of the Registrant dated March 31, 1983 (the
"Prospectus"), contained in Registrant's Registration No. 2-80991, under the
section captioned "Profits and Losses and Cash Distributions," which section is
incorporated herein by reference thereto.

Pursuant to property management arrangements with the Registrant, ConAm
Management has assumed direct responsibility for day-to-day management of the
Properties owned by the Registrant or its joint ventures.  It is the
responsibility of ConAm Management to select resident managers and to monitor
their performance.  ConAm Management's services also include the supervision of
leasing, rent collection, maintenance, budgeting, employment of personnel,
payment of operating expenses, and related services.  For such services, ConAm
Management is entitled to receive a management fee as described on pages 33 and
34 of the Prospectus under the caption "Investment Objectives and Policies -
Management of Properties," which description is herein incorporated by
reference.  A summary of property management fees earned by ConAm Management
during the past three fiscal years is incorporated herein by reference to Note
6, "Transactions with Related Parties," of Notes to Consolidated Financial
Statements , included in the Partnership's Annual Report to Unitholders for the
fiscal year ended November 30, 1995.

Pursuant to Section 12(g) of Registrant's Certificate and Agreement of Limited
Partnership, the General Partners may be reimbursed by the Registrant for
certain of their costs as described on page 16 of the Prospectus, which
description is incorporated herein by reference thereto.  First Data Investor
Services Group provides partnership accounting and investor relations services
for the Registrant.  Prior to May 1993, these services were provided by an
affiliate of a general partner.  The Registrant's transfer agent and certain
tax reporting services are provided by Service Data Corporation.  Both First
Data Investor Services Group and Service Data Corporation are unaffiliated
companies.  A summary of amounts paid to the General Partners or their
affiliates during the past three years is incorporated by reference to Note 6,
"Transactions with Related Parties," of Notes to Consolidated Financial
Statements, included in the Partnership's Annual Report to Unitholders for the
fiscal year e nded November 30, 1995.


                                    PART IV

Item 14.  Exhibits, Financial Statement Schedule and Reports on Form 8-K

	(a)(1)	Financial Statements:
                                                                         Page

        Consolidated Balance Sheets - November 30, 1995 and 1994          (1)

        Consolidated Statements of Operations - For the years
        ended November 30, 1995, 1994 and 1993                            (1)

        Consolidated Statements of Partners' Capital (Deficit) -
        For the years ended November 30, 1995, 1994 and 1993              (1)

        Consolidated Statements of Cash Flows - For the years
        ended November 30, 1995, 1994 and 1993                            (1)

        Notes to Consolidated Financial Statements                        (1)

        Report of Independent Accountants                                 (1)
	
	(a)(2)	Financial Statement Schedule:

        Schedule III - Real Estate and Accumulated Depreciation           F-1

        Report of Independent Accountants                                 F-4

        (1) Incorporated by reference to the Partnership's Annual Report
            to Unitholders for the fiscal year ended November 30, 1995,
            filed as Exhibit 13 under Item 14.


	(a)(3)	Exhibits: 

        (4)(A)  Certificate and Agreement of Limited Partnership (included as,
                and incorporated herein by reference to, Exhibit A to the
                Prospectus of Registrant dated March 31, 1983, contained in
                Amendment No. 1 to Registration Statement No. 2-80991, of
                Registrant filed March 29, 1983 (the "Registration Statement").

           (B)  Subscription Agreement and Signature Page (included as, and
                incorporated herein by reference to, Exhibit 3.1 to Amendment
                No. 1 to the Registration Statement).

        (10)(A) Purchase Agreement relating to Autumn Heights, between the
                Registrant and Highland Properties, Inc., and the exhibits
                thereto (included as, and incorporated herein by reference to,
                Exhibit (10)(A) to the Registrant's Annual Report on Form 10-K
                filed February 28, 1985 for the fiscal year ended November 30,
                1984  (the "1984 Annual Report")).

            (B) Purchase Agreement relating to Skyline Village, between the
                Registrant and Epoch Properties, Inc., and the exhibits thereto
                (included as, and incorporated herein by reference to, Exhibit
                (10)(C) to the Registrant's Annual Report on Form 10-K filed
                February 28, 1984 for the fiscal year ended November 30, 1983).

            (C) Purchase Agreement relating to Country Place Village II,
                between the Registrant and Epoch Properties, Inc. and the
                exhibits thereto (included as, and incorporated herein by
                reference to, Exhibit (10)(C) to the 1984 Annual Report).

            (D) Purchase Agreement relating to Ponte Vedra Beach Village II,
                between the Registrant and Epoch Properties, Inc., and the
                exhibits thereto (included as, and incorporated herein by
                reference to, Exhibit (10)(A) to the Quarterly Report).

            (E) Loan Documents: Promissory Note and Deed of Trust, Assignment
                of Rents and Security Agreement with respect to the mortgaging
                of Skyline Village dated December 20, 1991 (included as, and
                incorporated herein by reference to, Exhibit 10(K) to the
                Registrant's 1991 Annual Report on Form 10-K filed on February
                27, 1992).

            (F) Settlement Agreement by and among the Managing Joint Venturers
                and the Epoch Joint Venturers dated July 1, 1992 (included as,
                and incorporated herein by reference to, Exhibit 10.1 to the
                Registrant's Quarterly Report on From 10-Q filed on October 14,
                1992).

            (G) Amended and Restated Agreement of Limited Partnership of
                Skyline Village Joint Venture Limited Partnership dated as of
                July 1, 1992 (included as, and incorporated herein by reference
                to, Exhibit 10.2 to the Registrant's Quarterly Report on Form
                10-Q filed on October 14, 1992).

            (H) Amended and Restated Agreement of General Partnership of
                Country Place Village II Joint Venture dated as of July 1, 1992
                (included as, and incorporated herein by reference to, Exhibit
                10.3 to the Registrant's Quarterly Report on Form 10-Q filed on
                October 14, 1992).

            (I) Loan Documents:  Promissory Note and Assignment of Rents and
                Leases with respect to the refinancing of Autumn Heights,
                between Registrant and John Hancock Life Insurance Company
                (included as, and incorporated herein by reference to, Exhibit
                10-J to the Registrant's 1993 Annual Report on Form 10-K filed
                on March 30, 1994).

           (J)  Property Management Agreement between Registrant and Con Am
                Management Corporation for the Ponte Vedra Beach Village II
                property (included as, and incorporated herein by reference to,
                Exhibit 10(L) to the Registrant's 1993 Annual Report on Form
                10-K filed on March 30, 1994).

           (K)  Property Management Agreement between Registrant and Con Am
                Management Corporation for the Skyline Village property
                (included as, and incorporated herein by reference to, Exhibit
                10(M) to the Registrant's 1993 Annual Report on Form 10-K filed
                on March 30, 1994).

           (L)  Property Management Agreement between Registrant and ConAm
                Colorado, Inc. for the Autumn Heights property (included as,
                and incorporated herein by reference to, Exhibit 10(N) to the
                Registrant's 1993 Annual Report on Form 10-K filed on March 30,
                1994).

          (13)  Annual Report to Unitholders for the fiscal year ended
                November 30, 1995.

          (22)  List of Subsidiaries - Joint Ventures (included as, and
                incorporated herein by reference to, Exhibit 22 to the
                Registrant's 1991 Annual Report on Form 10-K filed on February
                27, 1992 for the fiscal year ended November 30, 1991).

          (27)  Financial Data Schedule.

          (99)  Portions of Prospectus of Registrant dated March 31, 1983
                (included as, and incorporated herein by reference to, Exhibit
                28 to the Registrant's Annual Report on Form 10-K filed on
                February 28, 1988 for the fiscal year ended November 30, 1987).


          (b)   Reports on Form 8-K:

                No reports on Form 8-K were filed in the fourth quarter of
                fiscal 1995.



                                   SIGNATURES

Pursuant to the requirements of Section 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:  February 28, 1996                  
                                        HUTTON/CONAM REALTY INVESTORS 3

                        BY:             RI 3-4 Real Estate Services, Inc.
                                        General Partner

                                        BY:   /S/ Paul L. Abbott
                                        Name:   Paul L. Abbott
                                        Title:  Director, President,
                                                Chief Executive Officer
                                                and Chief Financial Officer

                        BY:             ConAm Property Services IV, Ltd.
                                        General Partner

                                        BY:  Continental American Development,
                                             Inc.
                                             General Partner

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

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capabilities and on the dates indicated.


                                        RI 3-4 REAL ESTATE SERVICES, INC.
                                        A General Partner

Date:  February 28, 1996                BY:  /S/ Paul L. Abbott
                                                 Paul L. Abbott
                                                 Director, President,
                                                 Chief Executive Officer
                                                 and Chief Financial Officer

Date: February 28, 1996                 BY:  /S/ Donald E. Petrow
                                                 Donald E. Petrow
                                                 Vice President
 
Date: February 28, 1996                 BY:  /S/ Kate Hobson
                                                 Kate Hobson
                                                 Vice President


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.  


                                        CONAM PROPERTY SERVICES IV, LTD.
                                        A General Partner

                                        By:     Continental American
                                                Development,Inc.
                                                General Partner

Date: February 28, 1996                 BY:  /S/  Daniel J. Epstein
                                                  Daniel J. Epstein
                                                  Director, President and
                                                  Principal Executive Officer

Date: February 28, 1996                 BY: /S/  E. Scott Dupree
                                                 E. Scott Dupree
                                                 Vice President/Director

Date: February 28, 1996                 BY: /S/  Robert J. Svatos
                                                 Robert J. Svatos
                                                 Vice President/Director

Date:  February 28, 1996                BY: /S/  Ralph W. Tilley
                                                 Ralph W. Tilley
                                                 Vice President

Date: February 28, 1996                 BY: /S/  J. Bradley Forrester
                                                 Vice President



                                   Exhibit 13

                        HUTTON/CONAM REALTY INVESTORS 3

                               1995 ANNUAL REPORT


Hutton/ConAm Realty Investors 3 is a California limited partnership formed in
1983 to acquire, operate and hold for investment multifamily housing
properties.  At November 30, 1995, the Partnership's portfolio consisted of
three apartment properties.  Provided below is a comparison of average
occupancy levels for the years ended November 30, 1995 and 1994.

                                                           Average Occupancy
Property                      Location                       1995      1994
__________________________________________________________________________
Autumn Heights                Colorado Springs, Colorado      96%      96%
Ponte Vedra Beach Village II  Ponte Vedra Beach, Florida      93%      95%
Skyline Village               Tucson, Arizona                 94%      96%
__________________________________________________________________________


       Administrative Inquiries           Performance Inquiries/Form 10-Ks
       Address Changes/Transfers          First Data Investor Services Group
       Service Data Corporation           P.O. Box 1527
       2424 South 130th Circle            Boston, Massachusetts 02104-1527
       Omaha, Nebraska 68144              Attn:  Financial Communications
       800-223-3464 (select option 1)     800-223-3464 (select option 2)


                                    Contents

                1       Message to Investors
                2       Performance Summary
                3       Financial Highlights
                4       Consolidated Financial Statements
                7       Notes to Consolidated Financial Statements
                13      Report of Independent Accountants
                14      Net Asset Valuation


                              MESSAGE TO INVESTORS

Presented for your review is the 1995 Annual Report for Hutton/ConAm Realty
Investors 3.  In this report, we review Partnership operations and discuss
general market conditions affecting the Partnership's properties.  We have also
included a performance summary which addresses operating results at each of the
properties and financial highlights for the year.  

Country Place Village II Sale
The most significant event during 1995 was the sale of Country Place Village II
on July 20, 1995 to an unaffiliated institutional buyer.  The Partnership
received net sale proceeds of $3,832,290.  The loan secured by Country Place
Village II, in the amount of $2,925,099, including principal and interest,
matured on July 1, 1995.  Since the sale closed subsequent to this date, the
Partnership's cash reserves were used to repay the loan.  

Cash Distributions
The Partnership paid cash distributions totaling $60 per Unit for the year
ended November 30, 1995, including the fourth quarter distribution of
$2.50 per Unit, which was credited to your brokerage account or sent directly
to you on January 16, 1996.  This amount also includes the special return of
capital distribution of $50 per Unit which was paid on August 22, 1995 and
resulted primarily from the sale of Country Place Village II.  Since inception,
the Partnership has paid distributions totalling $392.50 per original $500
Unit, including $250 per Unit in return of capital payments.  The level of
future distributions will be evaluated on a quarterly basis and will depend on
the Partnership's operating results and future cash needs.  It is anticipated
that cash from reserves may be required to fund a portion of the distributions
during 1996 as a result of the capital expenditures required at two of the
Partnership's properties which are discussed in this report.

Operations Overview
The solid recovery of multifamily housing in most regions of the country began
to level off during 1995. New construction intensified competition in many
areas with building permits for multifamily units up almost 22% in 1995
compared to 1994 levels.  In addition, falling interest rates induced many
renters to purchase homes.  Despite these trends, strong population and job
growth in the areas where the Partnership's properties are located helped
strengthen multifamily housing, and brought about improved performance at the
Partnership's properties.  All three properties sustained average occupancy
rates for the year at or above 93% and recorded higher average rental income
from the prior year.

During 1996, we intend to implement an extensive improvement program to upgrade
the properties.  This program, which includes roof repairs at all three
properties and asphalt repairs at Autumn Heights and Ponte Vedra Beach II, is
intended to maintain each properties' position within their respective markets,
which are growing increasingly competitive with the addition of
newly-constructed apartment properties.  This is particularly true in the
Tucson and Jacksonville markets where Skyline Village and Ponte Vedra Beach
Village II, respectively, are located.  It is also hoped that these
improvements will allow for greater increases in rental rates, thereby
improving each property's revenue and ultimately their sales value.  Updates on
the improvements at each property will be included in future correspondence.
        
Summary
During 1996, we will continue to seek to maintain high occupancy levels,
implement rental rate increases as conditions permit, and make capital
improvements to upgrade the properties.  We will keep you apprised of
significant developments affecting your investment in future reports.

Very truly yours,
	
/s/ Paul L. Abbott                        /s/ Daniel J. Epstein
    President                                 President
    RI 3-4 Real Estate Services, Inc.         Continental American Development
                                               Inc., General Partner of ConAm
                                               Property Services IV, Ltd.
February 28, 1996

                              PERFORMANCE SUMMARY

Autumn Heights - Colorado Springs, Colorado

This 140-unit complex maintained an average occupancy rate of 96% during fiscal
1995.  As of the third quarter of 1995, average occupancy was 98% in Colorado
Springs overall and 99% in the Southwest submarket where the property is
located.  The tight market conditions have also resulted in significant
increases in rental rates.  A particularly successful strategy at Autumn
Heights is the leasing of certain units to corporate tenants at premium rates
to provide short-term housing for executive transfers.  This program, coupled
with higher rental rates, resulted in an 8% increase in rental revenue during
1995.  Property improvements completed during the year included the repaving of
the driveway and replacement of the roof on one building.  As a result of the
pent-up demand for multifamily housing, development of new apartment complexes
has increased.  There are over 900 units currently under construction in
Colorado Springs, with an additional 1,800 units in various stages of the
permit ting process.  Given the area's growing population and strong economy,
this new supply is expected only to have minimal impact on the multifamily
market.  However, continuing construction at this pace could lead to softness
in the market in the future.


Ponte Vedra Beach Village II -  Ponte Vedra Beach, Florida

Ponte Vedra Beach Village II contains 124 units and maintained an average
occupancy level of 93% during fiscal 1995.  The property's occupancy rate has
remained consistently at or above 93% for the past four years.  Rental rate
increases during 1995 on renewal units led to a modest rise in rental income.
Property improvements in 1995 primarily consisted of roof repairs and the
replacement of carpet and tile.  A local survey of the Ponte Vedra Beach area
reported an average apartment occupancy rate of 95% in the fourth quarter of
fiscal 1995.  The use of rental concessions in the market is virtually
non-existent.  Given the strong market conditions, several apartment projects
are in the planning or construction phase.  This construction is
expected to intensify competition in the Ponte Vedra area market.


Skyline Village - Tucson, Arizona

Skyline Village, a 168-unit complex located in the Foothills region of Tucson,
achieved an average occupancy rate of 94% during fiscal 1995, in line with
local area averages.  Rental income increased 2%, reflecting modest rental rate
increases and the lack of rental concessions.  Improvements at the property
included carpet replacement in selected units and repairs to parking areas and
roofs.  The property continued to perform well despite intensifying competition
in the metro Tucson area brought on by new construction.  As of the third
quarter of 1995, 1,123 units were under construction in the Foothills submarket
with an additional 656 units not yet begun.  There are an additional seven
projects planned for the Foothills market although all of these projects may
not proceed to construction.  Competition for tenants is also increasing as
many renters take advantage of low interest rates on mortgages and purchase
homes.  As a result, the area's vacancy rate reached 8% by fiscal year-end
1995, its highest level since 1990.  However, the economy and population
continue to grow at a rapid pace which will lessen the impact of this
competition.


                              FINANCIAL HIGHLIGHTS

Selected Financial Data

For the Periods Ended November 30,
(dollars in thousands, except per Unit data)

                                1995      1994      1993      1992      1991
____________________________________________________________________________

Total Revenue               $  4,203  $  4,298  $  4,033  $  3,864  $  3,982

Gain (loss) on Sale of
Property                         (84)        0         0         0     8,451

Net Income (Loss)                 85        18         3      (454)      (78)

Net Cash Provided by
Operating Activities           1,185     1,197     1,154       943       632

Long-term Obligations
at Year End                    8,565    11,599    10,636    10,733     7,469

Total Assets at Year End      19,650    27,614    30,184    30,888    29,440

Net Income (Loss) per
Limited Partnership Unit
(80,000 Units)                   .87       .20       .03     (5.61)   104.68

Distributions per 
Limited Partnership Unit
(80,000 Units)                 10.00     14.00      8.00      6.00      6.00

Special Distributions per 
Limited Partnership Unit
(80,000 Units)                 50.00     30.00      0.00     10.00     97.00


  Total revenue decreased slightly from fiscal 1994 to fiscal 1995,
  primarily due to the July 1995 sale of Country Place Village II.  This was
  offset partially by increased rental income at the Partnership's three
  remaining properties, particularly Autumn Heights.

  The increase in net income is due primarily to reductions in depreciation
  and amortization and interest expense.  Depreciation and amortization was
  lower in fiscal 1995 due to the sale of Country Place Village II and interest
  expense declined due to the June 1995 repayment of the Country Place Village
  II mortgage.


Cash Distributions
Per Limited Partnership Unit
	
                                        1995            1994
--------------------------------------------------------------
Special Distributions*                $ 50.00        $ 30.00
First Quarter                            2.50           3.50
Second Quarter                           2.50           3.50
Third Quarter                            2.50           3.50
Fourth Quarter                           2.50           3.50

Total                                 $ 60.00        $ 44.00

* On August 22, 1995, the Partnership paid a special cash distribution
totalling $50 per Unit, reflecting net proceeds received from the sale of
Country Place Village II and the remaining proceeds from the sale of Bernardo
Point in 1990.  On January 27, 1994, the Partnership made a special
distribution of $30 per Unit, representing proceeds reserved from the sale of
Bernardo Point.


                       CONSOLIDATED FINANCIAL STATEMENTS


Consolidated Balance Sheets November 30, 1995 and 1994

Assets                                            1995            1994
----------------------------------------------------------------------
Investments in real estate:
  Land                                     $ 5,817,668     $ 7,220,465
  Buildings and improvements                22,164,580      26,508,961
                                            ----------      ----------
                                            27,982,248      33,729,426
Less accumulated depreciation               (9,645,010)    (10,629,776)
                                            ----------      ----------
                                            18,337,238      23,099,650
Cash and cash equivalents                    1,060,348       4,213,148
Restricted cash                                 61,141          57,980
Other assets, net of accumulated
 amortization of $120,176 in 1995
 and $77,160 in 1994                           191,114         242,868
                                            ----------      ----------
Total Assets                               $19,649,841     $27,613,646
                                            ==========      ==========

Liabilities and Partners' Capital

Liabilities:
  Mortgages payable                        $ 8,564,859     $11,598,519
  Distribution payable                         222,222         311,111
  Accounts payable and accrued expenses        149,215         137,709
  Due to general partners and affiliates        40,519          38,007
  Security deposits                            109,876         161,667
                                             ---------      ----------
        Total Liabilities                    9,086,691      12,247,013

Partners' Capital (Deficit):
  General Partners                            (846,302)       (773,514)
  Limited Partners                          11,409,452      16,140,147
                                            ----------      ----------
        Total Partners' Capital             10,563,150      15,366,633
                                            ----------      ----------
        Total Liabilities and Partners'
        Capital                            $19,649,841     $27,613,646
                                            ==========      ==========


Consolidated Statements of Partners' Capital (Deficit)
For the years ended November 30, 1995, 1994 and 1993

                                      General         Limited
                                     Partners        Partners        Total
--------------------------------------------------------------------------
Balance at December 1, 1992       $  (579,981)  $ 20,281,953  $ 19,701,972
Net income                                271          2,436         2,707
Cash distributions                    (71,111)      (640,000)     (711,111)
                                      -------     ----------    ----------
Balance at November 30, 1993         (650,821)    19,644,389    18,993,568
Net income                              1,751         15,758        17,509
Cash distributions                   (124,444)    (3,520,000)   (3,644,444)
                                      -------     ----------    ----------
Balance at November 30, 1994         (773,514)    16,140,147    15,366,633
Net income                             16,100         69,305        85,405
Cash distributions                    (88,888)    (4,800,000)   (4,888,888)
                                      -------     ----------    ----------
Balance at November 30, 1995      $  (846,302)  $ 11,409,452  $ 10,563,150
                                      =======     ==========    ==========


Consolidated Statements of Operations
For the years ended November 30, 1995, 1994 and 1993

Income                                         1995         1994         1993
------------------------------------------------------------------------------
Rental                                  $ 4,027,970  $ 4,146,674  $ 3,893,009
Interest                                    174,780      151,152      140,236
                                          ---------    ---------    ---------
        Total Income                      4,202,750    4,297,826    4,033,245
                                          ---------    ---------    ---------
Expenses

Property operating                        1,912,816    1,936,098    1,697,471
Depreciation and amortization             1,047,513    1,137,125    1,113,965
Interest                                    929,646    1,066,185    1,077,518
General and administrative                  143,378      140,909      141,584
                                          ---------    ---------    ---------
        Total Expenses                    4,033,353    4,280,317    4,030,538
                                          ---------    ---------    ---------
Income from operations                      169,397       17,509        2,707

Loss on sale of property                    (83,992)           0            0
                                          ---------    ---------    ---------
        Net Income                      $    85,405  $    17,509  $     2,707
                                          =========    =========    =========
Net Income Allocated:

To the General Partners                 $    16,100  $     1,751  $       271
To the Limited Partners                      69,305       15,758        2,436
                                          ---------    ---------    ---------
                                        $    85,405  $    17,509  $     2,707
                                          =========    =========    =========
Per Limited Partnership Unit:
  (80,000 outstanding)

  Income from operations                      $1.91         $.20         $.03
  Loss on sale of property                    (1.04)           0            0
                                          ---------    ---------    ---------
        Net Income                            $ .87         $.20         $.03
                                          ---------    ---------    ---------


Consolidated Statements of Cash Flows
For the years ended November 30, 1995, 1994 and 1993

Cash Flows from Operating Activities:             1995         1994        1993
-------------------------------------------------------------------------------
Net income                                  $   85,405   $  17,509   $    2,707
Adjustments to reconcile net income to
net cash provided by operating activities:
   Depreciation and amortization             1,047,513   1,137,125    1,113,965
   Loss on sale of property                     83,992           0            0
   Increase (decrease) in cash arising from
   changes in operating assets
   and liabilities:
        Fundings to restricted cash           (152,988)   (143,834)    (132,417)
        Release of restricted cash to
         property operations                   149,827     140,968      141,397
        Other assets                             8,738      39,838       15,195
        Accounts payable and accrued expenses   11,506     (15,447)      13,242
        Due to general partners and affiliates   2,512       2,467       (3,162)
        Security deposits                      (51,791)     18,061        2,743
                                             ---------   ---------    ---------
Net cash provided by operating activities    1,184,714   1,196,687    1,153,670
                                             ---------   ---------    ---------
Cash Flows from Investing Activities:

Net proceeds from sale of property           3,832,290           0            0
Additions to real estate                      (158,367)   (146,029)      (8,872)
                                             ---------   ---------    ---------
Net cash provided by (used for)
investing activities                         3,673,923    (146,029)      (8,872)
                                             ---------   ---------    ---------
Cash Flows from Financing Activities:

   Mortgage borrowings                               0   5,500,000            0
   Mortgage principal payments              (3,033,660) (4,537,574)     (97,328)
   Distributions                            (4,977,777) (3,555,555)    (622,222)
   Mortgage fees                                     0     (74,496)     (94,569)
   Refund of deposit on mortgage
    refinancing                                      0      55,000            0
   Deposit on mortgage refinancing                   0           0      (55,000)
   IRS Section 444 deposit                           0           0      295,192
                                             ---------   ---------    ---------
Net cash used for financing activities      (8,011,437) (2,612,625)    (573,927)
                                             ---------   ---------    ---------
Net increase (decrease) in cash and
 cash equivalents                           (3,152,800) (1,561,967)     570,871
Cash and cash equivalents at beginning
 of period                                   4,213,148   5,775,115    5,204,244
                                             ---------   ---------    ---------
Cash and cash equivalents at end
 of period                                 $ 1,060,348  $4,213,148  $ 5,775,115
                                             =========   =========    =========

Supplemental Disclosure of Cash Flow
 Information:

Cash paid during the period for interest   $   929,646  $1,066,185  $ 1,077,518

Cash refunded during the period for taxes
  IRS Section 444 deposit                  $         0  $        0  $  (295,192)



Notes to the Consolidated Financial Statements
For the years ended November 30, 1995, 1994 and 1993

1. Organization
Hutton/ConAm Realty Investors 3 (the "Partnership") was organized as a limited
partnership under the laws of the State of California pursuant to a Certificate
and Agreement of Limited Partnership (the "Partnership Agreement") dated July
14, 1983.  The Partnership was formed for the purpose of acquiring and
operating certain types of residential real estate.  The general partners of
the Partnership are RI 3-4 Real Estate Services, Inc., an affiliate of Lehman
Brothers, Inc. (see below), and ConAm Property Services IV, Ltd., an affiliate
of Continental American Properties, Ltd. (the "General Partners").  The
Partnership will continue until December 31, 2010 unless sooner terminated
pursuant to the terms of the Partnership Agreement.

On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham
& Co. Incorporated ("Smith Barney").  Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc. ("Lehman Brothers").
The transaction did not affect the ownership of the General Partners.  However,
the assets acquired by Smith Barney included the name "Hutton."  Consequently,
effective October 8, 1993, the Hutton Real Estate Services VIII, Inc. General
Partner changed its name to "RI 3-4 Real Estate Services, Inc." 

2. Significant Accounting Policies 

Financial Statements The consolidated financial statements include the accounts
of the Partnership and its affiliated ventures.  The effect of transactions
between the Partnership and its ventures have been eliminated in consolidation.

Real Estate Investments Real estate investments are recorded at cost less
accumulated depreciation and include the initial purchase price of the
property, legal fees, acquisition and closing costs.

Leases are accounted for under the operating method.  Under this method,
revenue is recognized as rentals are earned and expenses (including
depreciation) are charged to operations when incurred.  Leases are generally
for terms of one year or less.

Depreciation is computed using the straight-line method based upon the
estimated useful lives of the properties.  Maintenance and repairs are charged
to operations as incurred.  Significant betterments and improvements are
capitalized and depreciated over their estimated useful lives.

For assets sold or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts, and any resulting gain or loss is
reflected in income for the period.

Accounting for Impairment - In March 1995, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" ("FAS" 121"), which requires impairment losses to be recorded on
long-lived assets used in operations when indicators of impairment are present
and the undiscounted cash flows estimated to be generated by those assets are
less than the assets' carrying amount.  FAS 121 also addresses the accounting
for long-lived assets that are expected to be disposed of.  The Partnership has
adopted FAS 121 in the fourth fiscal quarter of 1995.  Based on current
circumstances, the adoption had no impact on the financial statements.

Other Assets - Included in other assets are mortgage costs incurred in
connection with obtaining financing on the Partnership's properties.  Such
costs are amortized over the initial term of the applicable loan.

Offering Costs - Costs relating to the sale of limited partnership units were
deferred during the offering period and charged to the limited partners'
capital accounts upon the consummation of the public offering.

Income Taxes  - No provision for income taxes has been made in the financial
statements since income, losses and tax credits are passed through to the
individual partners.

Cash and Cash Equivalents - Cash and cash equivalents consist of highly liquid
short-term investments with maturities of three months or less from date of
issuance.  Cash and cash equivalents include security deposits of $32,096 and
$65,837 at November 30, 1995 and 1994, respectively, the use of which is
restricted under certain state statutes.

Concentration of Credit Risk - Financial instruments which potentially subject
the Partnership to a concentration of credit risk principally consist of cash
and cash equivalents in excess of the financial institution's insurance limits.
The Partnership invests available cash with high credit quality financial
institutions.

Restricted Cash - Restricted cash consists of escrows for real estate taxes as
required by the first mortgage lender in the amount of $61,141 and $57,980 at
November 30, 1995 and 1994, respectively.

Use of Estimates - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

3. The Partnership Agreement
The Partnership Agreement provides that net cash from operations, as defined,
will be distributed quarterly, 90% to the limited partners and 10% to the
General Partners.

Net loss for any fiscal year will be allocated 99% to the limited partners and
1% to the General Partners.  Net income for any fiscal year will generally be
allocated 90% to the limited partners and 10% to the General Partners.

Net proceeds from sales or refinancing will be distributed 100% to the limited
partners until each limited partner has received an amount equal to his
adjusted capital value (as defined) and an annual, cumulative 7% return
thereon.  The balance, if any, will be distributed 85% to the limited partners
and 15% to the general partners.  Generally, all gain from sales will be
allocated in the same manner as net proceeds from sales or refinancing.

4. Real Estate Investments
The Partnership has three residential apartment complexes acquired either
directly or through investments in joint ventures as follows:

                                                         Date       Purchase
Property Name      Units    Location                 Acquired          Price
----------------------------------------------------------------------------
Autumn Heights     140      Colorado Springs, CO      1/25/85    $ 9,234,438

Skyline Village    168      Tucson, AZ                3/20/85     10,388,068

Ponte Vedra
Beach Village II   124      Jacksonville, FL          8/22/85      6,547,829


On December 20, 1990, Bernardo Point was sold to an unaffiliated party.  The
gross sales price of $19,915,000, paid in cash, was determined based upon
current market values of comparable properties in the region.  After paying off
the first mortgage loan of $7,400,000 and related closing costs, the
Partnership received net cash proceeds of $12,275,200.  Gain on sale for
financial statement purposes in the fiscal year ended November 30, 1991 was
$8,450,578 and was allocated to the limited partners in accordance with the
Partnership Agreement.  The General Partners distributed $7,760,000 of the net
sales proceeds amount while the remaining balance of approximately $4,515,000
was utilized to repay the Skyline Village mortgage loan in June 1991.

On July 20, 1995, the Partnership sold Country Place Village II (the
"Property") for $3,890,000 to an institutional buyer (the "Buyer"), which is
unaffiliated with the Partnership.  The selling price was determined by arm's
length negotiations between the Partnership and the Buyer.  The Partnership
received net proceeds of $3,832,290.  The transaction resulted in a loss on
sale for the Property of $83,992 which was allocated in accordance with the
Partnership Agreement.  On August 22, 1995, the General Partners paid a special
distribution of $4,000,000 to the limited partners.  The special distribution
was comprised of a portion of the net proceeds from the sale of the Property
and Partnership's cash reserves.

Skyline Village and Country Place Village II were acquired through joint
ventures with an unaffiliated developer.  To each venture, the Partnership
assigned its rights to acquire the above properties and contributed cash equal
to the purchase price of the properties.  The developer did not make an initial
capital contribution to these ventures. In the case of Country Place Village
II, the Joint Venture form was retained. The Partnership has entered into an
amended and restated Agreement of General Partnership, dated as of July 1, 1992
with its two corporate General Partners, RI 3-4 Real Estate Services, Inc. and
ConAm Property Services IV, Ltd. In the case of Skyline Village, the joint
venture has been converted to a limited partnership. The Partnership has
entered into an amended and restated Agreement of Limited Partnership, dated as
of July 1, 1992 with its two corporate General Partners, RI 3-4 Real Estate
Services, Inc. and ConAm Property Services IV, Ltd., as General Partners, and
the Partnership as the sole limited partner.  There has been no interruption in
either management or operating activities of the Partnership as a result of the
settlement.

The initial joint venture agreements of Skyline Village and Country Place
Village II substantially provided that:

a. Net cash from operations will be distributed 100% to the Partnership
   until it has received an annual, non-cumulative 12% return on its adjusted
   capital contribution.  Any remaining balance will be distributed 60% to the
   Partnership and 40% to the co-venturer.

b. Net income of the joint ventures will be allocated to the Partnership and
   the co-venturer basically in accordance with the distribution of net cash
   from operations.  Generally, all depreciation and losses will be allocated
   to the Partnership.

c. Net proceeds from a sale or refinancing will be distributed 100% to the
   Partnership until it has received an annual, cumulative 12% return on its
   adjusted capital contribution and an amount equal to 120% of its adjusted
   capital contribution.  Distributions will then be made 75% to the
   Partnership and 25% to the co-venturer until the Partnership has received an
   amount equal to 120% of its adjusted capital contribution.  Any remaining
   balance will be distributed 50% to the Partnership and 50% to the
   co-venturer.

The amended limited partnership and general partnership agreements of Skyline
Village and Country Place Village II substantially provide that:

a. Available cash from operations will be distributed 100% to the Partnership
   until it has received an annual, non-cumulative preferred return of $675,000
   and $450,000, respectively.  Any remaining balance will be distributed 99%
   to the Partnership and 1% to the corporate General Partners.

b. Net income will be allocated first, proportionately to partners with
   negative capital accounts, as defined, until such capital accounts have been
   increased to zero then, to the Partnership up to the amount of any payments
   made on account of its preferred return and thereafter, 99% to the
   Partnership and 1% to the corporate General Partners.  All net losses will
   be allocated first, to the partners with positive capital accounts, as
   defined, until such accounts have been reduced to zero and then 99% to the
   Partnership and 1% to the corporate General Partners.

c. Income from a sale will be allocated first, to the Partnership until the
   Partnership's capital accounts, as defined, are equal to the fair market
   value of the ventures' assets at the date of the amendment.  Then, any
   remaining balance will be allocated 99% to the Partnership and 1% to the
   corporate General Partners.  Net proceeds from a sale or refinancing will be
   distributed first to the partners with the positive capital account balance,
   as defined; thereafter, 99% to the Partnership and 1% to the corporate
   General Partners.

5. Mortgages Payable

The Partnership's first mortgage loans are comprised as follows:

Autumn Heights - On October 9, 1985, the Partnership obtained a first mortgage
loan of $4,600,000 collateralized by a deed of trust encumbering Autumn
Heights.  The loan had an initial term of five years and bore interest at an
annual rate of 11% with monthly payments of interest only for the first two
years.  The loan was extended in 1990 for an additional three years bearing
interest at an annual rate of 10.00%.  The remaining balance of $4,422,269
matured November 1, 1993.  A regular monthly mortgage payment was made on
November 30, 1993 resulting in a principal balance of $4,411,215 at November
30, 1993.  The General Partners submitted a financing application to the
existing lender, John Hancock Life Insurance Company ("John Hancock"), along
with a refundable good faith deposit equal to 2% of the new loan balance of
$5.5 million; 1% of the deposit was refundable and 1% represented John
Hancock's financing fee.  John Hancock issued a loan commitment dated May 28,
1993.

On January 6, 1994, the Partnership obtained replacement financing from John
Hancock.  Total proceeds of $5,500,000 were received and are collateralized by
a Deed of Trust, Security Agreement and Fixture Filing with Assignment of Rents
Agreement encumbering the property.  The loan is for a term of seven years and
bears interest at an annual rate of 8% requiring monthly installments of
principal and interest based on a 25 year amortization schedule.  The loan
requires monthly real estate tax escrow fundings.  The proceeds in excess of
the maturing loan balance, approximately $1 million, were added to the
Partnership's cash reserve.  Annual maturities for principal will be $83,894 in
fiscal year 1996, $90,857 in fiscal year 1997, $98,399 in fiscal year 1998,
$106,566 in fiscal year 1999, $115,411 in fiscal year 2000 and $4,861,576
thereafter.

Skyline Village - On December 20, 1991, the venture obtained a first mortgage
loan of $3,350,000 collateralized by a deed of trust, the land and the
improvements, and an assignment of rents and security encumbering Skyline
Village.  The loan is for a term of seven years and bears interest at an annual
rate of 10.125% requiring monthly installments of principal and interest.
Annual maturities for principal will be $46,122 in fiscal year 1996, $51,014 in
fiscal year 1997, $56,426 in fiscal year 1998, and $3,054,594 in fiscal year
1999.

On May 27, 1992 the General Partners made a special cash distribution to the
limited partners with a portion of the mortgage loan proceeds.  On January 27,
1994, the General Partners made an additional special cash distribution to the
limited partners from the remaining mortgage loan proceeds.

Country Place Village II - On July 15, 1985, the venture obtained a first
mortgage loan of $3,000,000 collateralized by a mortgage encumbering Country
Place Village II.  The loan had an initial term of five years and bore interest
at an annual rate of 12.5% with monthly interest payments only.  The loan was
extended in 1990 for an additional five years bearing interest at an annual
rate of 10.15% with monthly principal and interest payments.  The mortgage
matured in July 1995, with the remaining principal of $2,900,075 due.  On June
29, 1995, the Partnership paid $2,925,099, representing principal and interest,
from cash reserves to fully satisfy its mortgage obligation on Country Place
Village II.

Annual maturities of mortgage notes principal at November 30, over the next
five fiscal years are as follows:

        Year            Amount

        1996         $    130,016
        1997              141,871
        1998              154,825
        1999            3,161,160
        2000              115,411
	Thereafter	4,861,576
                        ---------
                     $  8,564,859
                        =========

6. Transactions with Related Parties 

The following is a summary of fees earned and reimbursable expenses for the
years ended November 30, 1995, 1994 and 1993, and the unpaid portion at
November 30, 1995:

                                  Unpaid at
                                November 30,              Earned
                                       1995      1995       1994        1993
----------------------------------------------------------------------------
Reimbursement of:
  Administrative salaries
  and expenses                     $ 25,509  $ 53,415    $ 39,251   $  51,164
  Out-of-pocket expenses                  0     3,105       1,434       2,854
  Property operating salaries             0   258,010     280,845     274,314

Property management fees             15,010   203,107     207,193     194,835
                                     ------   -------     -------     -------
                                   $ 40,519  $517,637    $528,723    $523,167
                                     ======   =======     =======     =======

The above amounts have been paid and/or accrued to the general partners and
affiliates as follows:

                                  Unpaid at
                                November 30,               Earned
                                       1995      1995       1994         1993
-----------------------------------------------------------------------------
RI 3-4 Real Estate
  Services, Inc.                   $ 25,509  $ 56,520   $ 40,685     $ 54,018

ConAm and affiliates                 15,010   461,117    488,038      469,149
                                     ------   -------    -------      -------
                                   $ 40,519  $517,637   $528,723     $523,167
                                     ======   =======    =======      =======

7. Reconciliation of Financial Statement and Tax Information

The following is a reconciliation of net income for financial statement
purposes to net income (loss) for federal income tax purposes for the years
ended November 30, 1995, 1994 and 1993:

                                        1995            1994            1993
-----------------------------------------------------------------------------
Net income per financial
   statements                      $  85,405     $    17,509     $     2,707

Depreciation deducted for
   tax purposes in excess of
   depreciation expense per
   financial statements             (117,445)       (182,687)       (182,688)

Tax basis gain on sale in excess
   of GAAP loss on sale              852,564               0               0

Tax basis joint venture net income
   (loss) in excess of GAAP basis
   joint venture net loss            (74,889)        (172,232)      (170,796)

Other                                  3,951             (949)        (1,587)
                                     -------          -------        -------
        Taxable net income (loss)  $ 749,586     $   (338,359)   $  (352,364)
                                     =======          =======        =======

The following is a reconciliation of partners' capital for financial statement
purposes to partners' capital for federal income tax purposes as of November
30, 1995, 1994 and 1993:

                                         1995            1994            1993

Partners' capital per
   financial statements           $10,563,150     $15,366,633     $18,993,568

Adjustment for cumulative
   difference between tax
   basis net income (loss) and
   net income per financial
   statements                      (3,225,297)     (3,889,478)     (3,533,610)
                                    ---------      ----------      ----------
Partners' capital per tax return   $7,337,853     $11,477,155     $15,459,958
                                    =========      ==========      ==========

8. Distributions Paid

Cash distributions, per the consolidated statements of partners' capital
(deficit), are recorded on the accrual basis, which recognizes specific record
dates for payments within each fiscal year; the consolidated statements of cash
flows recognize actual cash distributions paid during the fiscal year.  The
following table discloses the annual amounts as presented on the consolidated
financial statements:

          Distributions                                      Distributions
                Payable     Distributions   Distributions          Payable
      Beginning of Year:        Declared:           Paid:      November 30:
---------------------------------------------------------------------------
1995       $    311,111      $ 4,888,888     $ 4,977,777       $   222,222
1994            222,222        3,644,444       3,555,555           311,111
1993            133,333          711,111         622,222           222,222


                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Hutton/ConAm Realty Investors 3:

We have audited the consolidated balance sheets of Hutton/ConAm Realty
Investors 3, a California limited partnership, and Consolidated Ventures as of
November 30, 1995 and 1994 and the related consolidated statements of
operations, partners' capital (deficit) and cash flows for each of the three
years in the period ended November 30, 1995.  These consolidated financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hutton/ConAm Realty Investors 3, a California limited partnership, and
Consolidated Ventures as of November 30, 1995 and 1994 and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended November 30, 1995 in conformity with generally accepted
accounting principles.

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
February 1, 1996

                              NET ASSET VALUATION

Comparison of Acquisition Costs to Appraised Value and Determination of
Net Asset Value Per $250 Unit at November 30, 1995 (Unaudited)

                                      Acquisition Cost
                                       (Purchase Price       Partnership's
                                          Plus General            Share of
                                              Partners'        November 30,
                                           Acquisition      1995 Appraised
Property            Date of Acquisition           Fees)          Value (1)
--------------------------------------------------------------------------
Autumn Heights                 01-25-85    $  9,687,174      $  10,300,000
Skyline Village                03-20-85      10,838,195          8,000,000
Ponte Vedra Beach Village II   08-22-85       6,869,917          5,600,000
                                             ----------         ----------
Total Appraised Value as of
 November 30, 1995                         $ 27,395,286      $  23,900,000
                                             ----------         ----------
Cash and cash equivalents                                        1,121,489
Other assets                                                        10,176
                                                                ----------
                                                                25,031,665
Less:
        Total liabilities                                       (9,086,691)
                                                                ----------
Partnership Net Asset Value (2)                              $  15,944,974
                                                                ==========
Net Asset Value Allocated:
   Limited Partners                                          $  15,944,974
   General Partners                                                      0
                                                                ----------
                                                             $  15,944,974
                                                                ==========
Net Asset Value Per Unit
 (80,000 units outstanding)                                        $199.31
                                                                   =======

(1)  This represents the Partnership's share of the November 30, 1995
     Appraised Values which were determined by an independent property
     appraisal firm.

(2)  The Net Asset Value assumes a hypothetical sale at November 30, 1995
     of all the Partnership's properties at a price based upon their value as a
     rental property as determined by an independent property appraisal firm,
     and the distribution of the proceeds of such sale, combined with the
     Partnership's cash after liquidation of the Partnership's liabilities, to
     the Partners.

Limited Partners should note that appraisals are only estimates of current
value and actual values realizable upon sale may be significantly different.  A
significant factor in establishing an appraised value is the actual selling
price for properties which the appraiser believes are comparable.  In addition,
the appraised value does not reflect the actual costs which would be incurred
in selling the properties.  As a result of these factors and the illiquid
nature of an investment in Units of the Partnership, the variation between the
appraised value of the Partnership's properties and the price at which Units of
the Partnership could be sold is likely to be significant.  Fiduciaries of
Limited Partners which are subject to ERISA or other provisions of law
requiring valuations of Units should consider all relevant factors, including,
but not limited to Net Asset Value per Unit, in determining the fair market
value of the investment in the Partnership for such purposes.


                  HUTTON/CONAM REALTY INVESTORS 3 Schedule III
                    Real Estate and Accumulated Depreciation

                               November 30, 1995


                                                               Cost Capitalized
                                                                     Subsequent
                                   Initial Cost to Partnership   To Acquisition
                                   ---------------------------   --------------
                                                                           Land,
                                                 Buildings and    Buildings and
Description            Encumbrances     Land     Improvements      Improvements
-------------------------------------------------------------------------------
Residential Property:
Partnership Owned:

Autumn Heights
Colorado Springs, CO    $ 5,356,703  $ 1,581,000  $ 8,123,598    $      196,009

Ponte Vedra Beach
Village II
Jacksonville, FL                  0      788,000    6,138,289           130,175
                          ---------    ---------   ----------           -------
                          5,356,703    2,369,000   14,261,887           326,184

Consolidated Ventures:
Skyline Village
Tucson, AZ                3,208,156    3,410,000    7,510,205           104,972
                          ---------    ---------   ----------           -------
                        $ 8,564,859  $ 5,779,000  $21,772,092   $       431,156
                          =========    =========   ==========           =======

                        HUTTON/CONAM REALTY INVESTORS 3
            Schedule III - Real Estate and Accumulated Depreciation
                                  (continued)

                               November 30, 1995

                                    Gross Amount
                          at Which Carried at Close of Period
                        --------------------------------------
                                      Buildings and                 Accumulated
Description              Land          Improvements      Total     Depreciation
-------------------------------------------------------------------------------
Residential Property:
Partnership Owned:

Autumn Heights
Colorado Springs, CO  $ 1,589,840     $   8,310,767   $ 9,900,607  $  3,654,182

Ponte Vedra Beach
Village II
Jacksonville, FL          789,882         6,266,582     7,056,464     2,627,647
                        ---------        ----------    ----------     ---------
                        2,379,722        14,577,349    16,957,071     6,281,829

Consolidated Ventures:
Skyline Village
Tucson, AZ              3,437,946         7,587,231    11,025,177     3,363,181
                        ---------        ----------    ----------     ---------
                     $  5,817,668      $ 22,164,580   $27,982,248  $  9,645,010
                        =========        ==========    ==========     =========
                                                           (1)            (2)


                        HUTTON/CONAM REALTY INVESTORS 3
            Schedule III - Real Estate and Accumulated Depreciation
                                  (continued)

                               November 30, 1995


                                                             Life on which
                                                              Depreciation
                                                                 in Latest
                      Date of Date                       Income Statements
Description           Construction        Acquired             is Computed
--------------------------------------------------------------------------
Residential Property:
Partnership Owned:

Autumn Heights
Colorado Springs, CO     1983-1985        01/25/85                     (3)

Ponte Vedra Beach
Village II
Jacksonville, FL         1984-1985        08/22/85                     (3)

Consolidated Ventures:
Skyline Village
Tucson, AZ               1984-1985        03/20/85                     (3)

(1)  The aggregate cost for both financial reporting and Federal income tax
     purposes is $27,982,248.

(2)  The amount of accumulated depreciation for Federal income tax purposes is
     $16,816,451.

(3)  Buildings and improvements - 25 years; personal property - 10 years.

A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended November 30, 1995, 1994 and 1993:

Real Estate Investments:                1995            1994            1993
                                   --------------------------------------------
Beginning of year                 $ 33,729,426     $ 33,583,397    $ 33,574,525
Acquisitions                           158,367          146,029           8,872
Dispositions                        (5,905,545)               0               0
                                     ---------       ----------      ----------
End of year                       $ 27,982,248     $ 33,729,426    $ 33,583,397
                                    ==========       ==========      ==========

Accumulated Depreciation:

Beginning of year                 $ 10,629,776     $  9,533,654    $  8,438,736
Dispositions                        (1,989,263)               0               0
Depreciation expense                 1,004,497        1,096,122       1,094,918
                                    ----------       ----------       ---------
End of year                       $  9,645,010     $ 10,629,776    $  9,533,654
                                    ==========       ==========       =========

                       REPORT OF INDEPENDENT ACCOUNTANTS

Our report on the consolidated financial statements of Hutton/ConAm Realty
Investors 3, a California limited partnership, and Consolidated Ventures has
been incorporated by reference in this Form 10-K from the Annual Report to
unitholders of Hutton/ConAm Realty Investors 3 for the year ended November 30,
1995.  In connection with our audits of such financial statements, we have also
audited the related financial statement schedule listed in the index of this
Form 10-K.

In our opinion, the financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.

COOPERS & LYBRAND L.L.P.

Hartford, Connecticut
February 1, 1996