<PAGE>

                  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, 1998
     
                                         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 

                           CONAM REALTY INVESTORS 3 L.P.
                ----------------------------------------------------
                EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER




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

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

Registrant's telephone number, including area code (619) 297-6771 
                                                  -----------------
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 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, 1998.  

<PAGE>

                                        PART I

ITEM 1.  BUSINESS 

(a) GENERAL DESCRIPTION OF BUSINESS AND OBJECTIVES

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

The Partnership was organized to engage in the business of acquiring, operating
and holding for investment multifamily residential properties.  The Partnership
originally invested in three residential apartment properties and two joint
ventures, each of which owned a specified property.  As described below, as of
January 29,1999 all of the Partnership's investments in the properties have been
sold, and the General Partner anticipates that the final liquidation of the
Partnership will be completed in mid-1999.

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

(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 was the Partnership's objective during
its operational phase, while preservation and appreciation of capital was the
Partnership's long-term objectives.  The attainment of the Partnership's
investment objectives was dependent on many factors, including future economic
conditions in the United States as a whole and, in particular, in the localities
in which the Partnership's properties were located, especially with regard to
achievement of capital appreciation.  

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

During its fiscal year ended November 30, 1998, following consideration of
various alternatives available to the Partnership, the General Partner concluded
that a sale of the Partnership's three remaining properties, Autumn Heights,
Skyline Village, and Ponte Vedra Beach Village II (collectively, the
"Properties"), would be in the best interests of the Partnership and the
Unitholders.  Throughout much of fiscal 1998, the General Partner, on behalf of
the Partnership, negotiated the terms of a sale of the Properties with Lend
Lease Real Estate Investments, Inc. ("Lend Lease"), on behalf of two pension
funds which are unaffiliated with the General Partner.  Once the terms were
negotiated, as required by the Partnership's Amended and Restated Certificate
and Agreement of Limited Partnership, the General Partner solicited the consent
of a majority in interest of the Unitholders to the sale pursuant to a Consent
Solicitation Statement dated December 16, 1998.  The requisite consent was
obtained on January 15, 1999, and on January 29, 1999, the Partnership
consummated the sale of the Properties to DOC Investors, L.L.C., a Delaware
limited liability company (the "Purchaser"), for a sales price of $25,200,000
(before selling costs and prorations).  The members of the Purchaser are two
pension funds advised by Lend Lease, which own an aggregate 91% interest in the
Purchaser, and ConAm DOC Affiliates LLC, an affiliate of the General Partner
("ConAm DOC"), which owns a 9% interest in the Purchaser. ConAm DOC has the
potential to receive up to an additional 18% of the profits of the Purchaser
after certain priority returns to the members of the Purchaser. 

The Partnership received approximately $16,624,444 of cash proceeds from the 
sale, net of closing costs of approximately $42,000 and repayment of 
indebtedness of approximately $8,533,556.  All net cash proceeds from the 
sale and previously undistributed cash from operations, less an amount the 
General Partner determined to set aside for contingencies, were distributed 
to the Limited Partners on February 26, 1999.

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

<PAGE>

COMPETITION

The Partnership's real property investments were subject to competition from
similar types of properties in the vicinities in which they were located.  Such
competition increased during the Partnership's period of ownership of the
Properties due principally to the addition of newly constructed apartment
complexes offering increased residential and recreational amenities.  The
Properties were also subject to competition from condominiums and single-family
properties as potential renters chose to buy homes especially during periods of
low mortgage interest rates.  The Partnership competed 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 affected the occupancy levels and revenues of the Properties.  The
occupancy levels at the properties in Arizona and Florida reflected some
seasonality, which is typical in these markets.  In some cases, the Properties
competed with properties owned by partnerships affiliated with the General
Partner.   

For a discussion of market conditions in the areas where the Properties were
located, reference is made to the Partnership's Annual Report to Unitholders for
the fiscal year ended November 30, 1998, which is filed as an exhibit under Item
14.

EMPLOYEES

The Partnership has no employees.  Services are provided by CPS IV and ConAm
Management Corporation ("ConAm Management"), an affiliate of CPS IV. Pursuant to
property management agreements with the Partnership, ConAm Management provided
property management services with respect to the Properties. In addition, the
Partnership retains Brock, Tibbitts & Snell, an unaffiliated company located in
San Diego, California, to provide all accounting and investor communication
functions.  During fiscal 1998, Service Data Corporation, an unaffiliated
company, provided transfer agent services for the Partnership.  During February
of 1999, pursuant to the terms of a sale of its contracts, Service Data
Corporation assigned the transfer agent functions of the Company to MAVRICC
Management Systems Inc., an unaffiliated company located in Troy, Michigan.  See
Item 13, "Certain Relationships and Related Transactions", for a further
description of the service and management agreements between the Partnership and
affiliated entities.

ITEM 2.  PROPERTIES

For a description of the Properties owned and operated by the Partnership during
fiscal 1998 and a discussion of market conditions in the areas where the
Properties are located, reference is made to the Partnership's Annual Report to
Unitholders for the fiscal year ended November 30, 1998, which is filed as an
exhibit under Item 14.  For information on the Partnership's purchase of the
Properties, reference is made to Note 4 of the Consolidated Financial
Statements, included herein by reference to the Partnership's Annual Report to
Unitholders.  For information on the sale of the Properties by the Partnership
in January 1999, reference is made to Item 1 and to Note 10 of the Consolidated
Financial Statements, included herein by reference to the Partnership's Annual
Report to Unitholders.  Average occupancy rates at each property are
incorporated by reference to Item 7.

ITEM 3.  LEGAL PROCEEDINGS

The Partnership 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, 1998, no 
matter was submitted to a vote of Unitholders through the solicitation of 
proxies or otherwise. On December 16, 1998, the Unitholders were asked to 
approve a sale of the Partnership's remaining properties.  A majority in 
interest of the Unitholders approved the sale and the sale was completed on 
January 29, 1999.
     

                                       PART II

ITEM 5.  MARKET FOR PARTNERSHIP'S LIMITED PARTNERSHIP UNITS AND RELATED SECURITY
HOLDER MATTERS

As of November 30, 1998, the number of Unitholders of record was 3,649.  

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 

<PAGE>

approximately 45 days after the end of each fiscal quarter.  Such 
distributions have been made primarily from net operating income with respect 
to the Partnership'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, 1998, which is filed as an 
exhibit under Item 14.  No distribution was made for the fourth quarter of 
the fiscal year ended November 30, 1998 because the General Partner decided 
to suspend distributions pending the outcome of the solicitation of the 
consent of the Unitholders to the sale of the Properties.

Because of the sale of the Partnership's remaining Properties, no further 
quarterly distributions of Net Cash from Operations will be made.  The 
Partnership distributed $16,600,000 to the Unitholders ($207.50 per Unit) and 
$15,037 to the General Partner on February 26, 1999, which amounts were equal 
to substantially all of the net proceeds from the sale of the Properties, 
together with other available cash of the Partnership, less an amount for 
costs associated with the sale and liquidation and other contingencies, net 
of expected cash provided by operations through the date of sale, of 
approximately $614,000.  The final liquidation of the Partnership is expected 
to occur in mid-1999, and the remaining funds, if any, will be distributed to 
the Unitholders at that time.

ITEM 6.   SELECTED FINANCIAL DATA

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended November 30, 1998, 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, 1998, the Partnership had cash and cash equivalents of $849,125
that were invested in unaffiliated money market funds, an increase from $796,824
at November 30, 1997.  The increase is primarily attributable to an increase in
cash provided by operating activities.  The Partnership also maintains a
restricted cash balance, which totaled $107,640 at November 30, 1998, a small
decrease from $109,843 at November 30, 1997. 

Distribution payable decreased from $146,659 at November 30, 1997 to $0 at
November 30, 1998.  The decrease is primarily due to the decision of the General
Partner to suspend distributions pending the outcome of the solicitation of the
consent of the Unitholders to the sale of the properties.

Accounts payable and accrued expenses totaled $302,618 at November 30, 1998, an
increase from $218,266 at November 30, 1997.  The increase is primarily due to
the accrual of interest for one month for fiscal 1998.

The Partnership continued to perform various improvements at the Properties
during fiscal 1998.  The roof replacements at Autumn Heights and Ponte Vedra
Beach Village II and exterior painting at Skyline Village that commenced in
fiscal 1997 were completed during the first quarter of fiscal 1998.  Such work
was funded from the Partnership's operating cash flow and cash reserves. 
Additional capital improvements made during fiscal 1998 included landscaping and
renovation of the clubhouse at Autumn Heights and were funded from operating
cash flow.

As a result of the Partnership's sale of the Properties on January 29, 1999, 
all of the Partnership's assets have been converted to cash and cash 
equivalents. Pending distribution to the Unitholders as described in Item 5 
above, the Partnership's funds have been invested in the Pacific Horizon 
Money Market Funds, Prime Fund.  The General Partner retained from the 
initial distribution an amount it believes is sufficient to provide for 
contingencies, and to cover the expenses of operating the Partnership until 
final liquidation of the Partnership, including legal and accounting fees.

RESULTS OF OPERATIONS

1998 VERSUS 1997

Partnership operations for the fiscal year ended November 30, 1998 resulted in a
net loss of $35,032 compared with net loss of $195,483 in fiscal 1997.  The
improvement is primarily due to increased rental rates at all of the properties
with relatively stable occupancy in a soft rental market and lower write-off of
assets related to replacement of assets.  

Rental income for the fiscal year ended November 30, 1998 was $3,671,959
compared with $3,593,135 in fiscal 1997.  The increase is primarily due to
relatively stable occupancy and improved rental rates at all of the properties. 
Interest income was $20,755 for the fiscal year ended November 30, 1998 compared
to $38,921 in fiscal 1997.  The decrease is due to the Partnership maintaining
lower average cash balances in fiscal 1998 than in fiscal 1997.

<PAGE>

Property operating expenses remained stable at $1,820,339 for the fiscal year
ended November 30, 1998, as compared $1,838,576 for fiscal 1997.

General and administrative expenses remained stable at $177,538 for the fiscal
year ended November 30, 1998, as compared to $177,129 in fiscal 1997.

Write-off of assets was $87,759 for fiscal year end November 30, 1998, as
compared to $153,200 for fiscal 1997.   The decrease is due to the lower
replacement of assets in 1998.

1997 VERSUS 1996
Partnership operations for the fiscal year ended November 30, 1997 resulted in a
net loss of $195,483 compared with net income $354,135 in fiscal 1996.  The
change from net income in 1996 to a net loss in 1997 is due primarily to a
decline in rental income, an increase in property operating expenses and the
write-off of the remaining basis of the roofs replaced in fiscal 1997.  Net cash
provided by operating activities decreased to $921,300 for the fiscal year ended
November 30, 1997, from $1,205,239 in fiscal 1996. The decrease is primarily due
to the decline in net income, as discussed above.

Rental income for the fiscal year ended November 30, 1997 was $3,593,135
compared with $3,688,364 in fiscal 1996.  The decrease is primarily due to lower
occupancy and rental rates at Autumn Heights.  Interest income totaled $38,921
for the fiscal year ended November 30, 1997 compared to $57,109 in fiscal 1996. 
The decrease is due to the Partnership maintaining lower average cash balances
in the 1997 period when compared to the 1996 period.

Property operating expenses increased to $1,838,576 for the fiscal year ended 
November 30, 1997, from $1,581,543 for fiscal 1996.  The increase is 
primarily attributable to higher repairs and maintenance expenses at all 
three properties for flooring and carpet replacement, and other interior and 
exterior repairs. The increase is also due to higher administration costs for 
each property.  General and administrative expenses increased from $152,783 
for the fiscal year ended November 30, 1996 to $177,129 in fiscal 1997. The 
increase is primarily due to an increase in expenses for Partnership 
accounting, tax and other administrative services.  During the 1997 period, 
certain expenses incurred by RI 3-4, its affiliates, and an unaffiliated 
third party service provider in servicing the Partnership, which were 
voluntarily absorbed by affiliates of RI 3-4 in prior periods, were 
reimbursable to RI 3-4 and its affiliates.

The average occupancy levels at each of the properties owned during the years
ended November 30, 1998, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>

                                        TWELVE MONTHS ENDED NOVEMBER 30,
PROPERTY                              1998             1997           1996
---------------------------------------------------------------------------------
<S>                                   <C>              <C>            <C>
Autumn Heights                         94%              92%           96%
Ponte Vedra Beach Village II           93%              95%           95%
Skyline Village                        95%              97%           93%
---------------------------------------------------------------------------------
</TABLE>


NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board has issued SFAS No. 129, "Disclosure of
Information about Capital Structure," SFAS No. 130, "Reporting Comprehensive
Income," and SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related Information." These statements, which are effective for fiscal years
beginning after December 15, 1997, expand or modify disclosures and,
accordingly, will have no impact on the Partnership's reported financial
position, results of operations or cash flows.  

YEAR 2000 

Due to the consummation of the sale of the Properties in January 1999, the
Partnership is no longer engaged in the operation of real properties or any
other business.  As a result of the foregoing, and in view of the General
Partner's plan to complete the full liquidation of the Partnership prior to
January 1, 2000, the Partnership has no exposure to Year 2000 issues.


ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since the Partnership sold its remaining properties on January 29, 1999 and its
mortgage indebtedness was repaid or assumed, the Partnership has no exposure to
interest rate risk.  In addition, the Partnership is expected to be liquidated
during 1999.

<PAGE>

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, 1998, which is filed as an exhibit under Item
14.  Supplementary Data is incorporated by reference to F-1 and F-2 of this
report. 

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Effective December 1, 1997, the Partnership advised PricewaterhouseCoopers LLP
(formerly Coopers & Lybrand L.L.P.) that it was changing accounting firms and 
engaged KPMG LLP.

PricewaterhouseCoopers LLP's report on the consolidated financial statements 
for the year ended November 30, 1996 contained no adverse opinion or 
disclaimer of opinion and was not qualified as to uncertainty, audit scope or 
accounting principles. There had been no disagreements with 
PricewaterhouseCoopers LLP on any matters of accounting principles or 
practices, financial statement disclosure, or auditing scope procedure.

The decision to change accountants was approved by CPS IV and RI 3-4, the
General Partners of the Partnership at that time.

                                       PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The Partnership has no officers or directors.  CPS IV, as General Partner of the
Partnership, manages and controls the affairs of the Partnership and has general
responsibility and authority in all matters affecting its business.

CPS IV is a California limited partnership organized on August 30, 1982.  The
sole general partner of CPS IV 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.
<TABLE>
<CAPTION>
          Name                               Office
         ------                             --------
         <S>                                <C>
          Daniel J. Epstein                  President and Director
          E. Scott Dupree                    Vice President and Director
          Robert J. Svatos                   Vice President and Director
          Ralph W. Tilley                    Vice President
          J. Bradley Forrester               Vice President
</TABLE>

DANIEL J. EPSTEIN, 59, has been the President and a Director of ConAm
Development, and a general partner of Continental American Properties, Ltd.
("ConAm"), an affiliate of ConAm Services, since their inception.  He is also
Chairman and Chief Executive Officer of ConAm Management.  Prior to organizing
ConAm, 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, 48, is a Senior 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, 40, is a Senior 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.

<PAGE>

RALPH W. TILLEY, 44, is a Senior 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 LLP, 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, 41, is the President of ConAm Management.  He is currently
responsible for overseeing all aspects of the operations of the firm.  His
primary focus is on new business related activities including property
acquisitions, property development and rehabilitation, and the acquisition of
other property management companies.  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 LLP 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.

ITEM 11.  EXECUTIVE COMPENSATION

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

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of November 30, 1998, no person was known by the Partnership to be the
beneficial owner of more than five percent of the Units of the Partnership. 
Neither the General Partner nor any of its executive officers or directors own
any Units.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

CPS IV received $39,999 as the General Partner's allocable share of
distributions from Net Cash From Operations with respect to the fiscal year
ended November 30, 1998.  For the fiscal year ended November 30, 1998, $350 of
the Partnership's net loss was allocated to CPS IV.  For a description of the
share of distributions from Net Cash From Operations and the allocation of
income and loss to which the General Partner and former co-General Partner are
entitled, reference is made to Note 3 to the Consolidated Financial Statements,
included in the Partnership's Annual Report to Unitholders for the year ended
November 30, 1998, which is filed as an exhibit under item 14.  Effective July
1, 1997, all General Partner allocations were made solely to CPS IV.

The Partnership entered into property management agreements with ConAm
Management pursuant to which ConAm Management assumed direct responsibility for
day-to-day management of the Properties.  It was the responsibility of ConAm
Management to select resident managers and to monitor their performance.  ConAm
Management's services also included the supervision of leasing, rent collection,
maintenance, budgeting, employment of personnel, payment of operating expenses,
strategic asset management and related services.  For such services, ConAm
Management was entitled to receive a management fee equal to five percent of
gross revenues.  A summary of property management fees earned by ConAm
Management during the past three fiscal years is incorporated by reference to
Note 7 to the Consolidated Financial Statements, included in the Partnership's
Annual Report to Unitholders for the fiscal year ended November 30, 1998, which
is filed as an exhibit under Item 14.  

Pursuant to Section 12(g) of the Partnership's Certificate and Agreement of
Limited Partnership, the General Partner may be reimbursed by the Partnership
for certain of its costs.  A summary of amounts paid to the General Partners or
their affiliates during the past three years is incorporated by reference to
Note 7, "Transactions with Related Parties," of the Notes to the Consolidated
Financial Statements, included in the Partnership's Annual Report to Unitholders
for the fiscal year ended November 30, 1998, which is filed as an exhibit under
Item 14. 

<PAGE>

                                       PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
     (a)(1)    Financial Statements:
               ---------------------
     <S>                                                                                                             <C> 
                                                                                                                    Page
                                                                                                                    ----
     Consolidated Balance Sheets - November 30, 1998 and 1997........................................................(1)

     Consolidated Statements of Operations - For the years ended November 30, 1998, 1997 and 1996....................(1)

     Consolidated Statements of Partners' Capital - For the years ended November 30, 1998, 1997 and 1996.............(1)

     Consolidated Statements of Cash Flows - For the years ended November 30, 1998, 1997 and 1996....................(1)

     Notes to the Consolidated Financial Statements..................................................................(1)

     Independent Auditors' Report....................................................................................(1)

     Report of Former Independent Accountants........................................................................(1)

     (a)(2)   Financial Statement Schedule:
              ------------------------------

     Schedule III - Real Estate and Accumulated Depreciation.......................................................(F-1)

     Independent Auditors' Report..................................................................................(F-2)

     Report of Former Independent Accountants......................................................................(F-3)

     (1) INCORPORATED BY REFERENCE TO THE PARTNERSHIP'S ANNUAL REPORT TO
         UNITHOLDERS FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1998,
         FILED AS AN EXHIBIT 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).
     

          (C)  Amendment, dated January 18, 1999 to Partnership's Certificate
               and Agreement of Limited Partnership (included as, and
               incorporated herein by reference to, Exhibit 4.1 to the
               Partnership's Report on Form 8-K filed on February 16, 1999).

      (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 Partnership'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 Partnership'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 

<PAGE>

               the mortgaging of Skyline Village dated December 20, 1991 
               (included as, and incorporated herein by reference to, Exhibit 
               10(K) to the Partnership'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
               Partnership'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 Partnership'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
               Partnership'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
               Partnership'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 Partnership'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
               Partnership'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
               Partnership's 1993 Annual Report on Form 10-K filed on March 30,
               1994).
     
          (M)  Agreement for Purchase and Sale and Joint Escrow Instructions
               between ConAm Realty Investors 3 LP and Doc Investors, L.L.C.
               dated January 26, 1999 with respect to the sale of Autumn Heights
               Apartments (included as, and incorporated herein by reference to,
               Exhibit 10.1 to the Partnership's Report on Form 8-K filed on
               February 16, 1999). 
      
          (N)  Agreement for Purchase and Sale and Joint Escrow Instructions
               between ConAm Realty Investors 3 LP and Doc Investors, L.L.C.
               dated January 26, 1999 with respect to the sale of Ponte Vedra
               Beach Village II Apartments (included as, and incorporated herein
               by reference to, Exhibit 10.2 to the Partnership's Report on Form
               8-K filed on February 16, 1999).

          (O)  Agreement for Purchase and Sale and Joint Escrow Instructions 
               between Skyline Village Joint Venture Limited Partnership and 
               Doc Investors, L.L.C. dated January 26, 1999 with respect to 
               the sale of Skyline Village (included as, and incorporated 
               herein by reference to, Exhibit 10.3 to the Partnership's 
               Report on Form 8-K filed on February 16, 1999).

     (13)      Annual Report to Unitholders for the fiscal year ended November
               30, 1998.  

     (22)      List of Subsidiaries - Joint Ventures (included as, and
               incorporated herein by reference to, Exhibit 22 to the
               Partnership'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 Partnership'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 by the Partnership during the
               fourth quarter of the fiscal year ended November 30, 1998.

<PAGE>

     (c)  Exhibits
          --------

          See Item 14(a)(3) above. 
</TABLE>

<PAGE>

                                      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, 1999

                                   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<PAGE>

<PAGE>

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, 1999

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


Date:     February 28, 1999        BY:  /s/  E. Scott Dupree                  
                                      ----------------------------------------
                                        E. Scott Dupree
                                        Vice President and Director 


Date:     February 28, 1999

                                   BY:  /s/  Robert J. Svatos    
                                      ----------------------------------------
                                        Robert J. Svatos
                                        Vice President and Director


Date:     February 28, 1999

                                   BY:  /s/  Ralph W. Tilley  
                                      ----------------------------------------
                                        Ralph W. Tilley
                                        Vice President   


Date:     February 28, 1999

                                   BY:  /s/  J. Bradley Forrester              
                                      ----------------------------------------
                                        J. Bradley Forrester
                                        Vice President