Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

               |X|     Quarterly Report Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934.
                       For the quarterly period ended June 30, 1998

               |_|     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 000-19160

                      ATEL Cash Distribution Fund III, L.P.
             (Exact name of registrant as specified in its charter)

California                                                         94-3100855
       (State or other jurisdiction of                        (I. R. S. Employer
        incorporation or organization)                       Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

        Registrant's telephone number, including area code: (415)989-8800



Indicate  by a 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 such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                     Yes |X|
                                     No  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

                          Part I FINANCIAL INFORMATION

Item 1.               Financial Statements.


<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                  BALANCE SHEET

                                  JUNE 30, 1998
                                   (Unaudited)


                                     ASSETS



Cash and cash equivalents                                       $8,614,937

Accounts receivable                                                182,041

Investments in leases                                            8,443,803
                                                            ---------------
                                                               $17,240,781
                                                            ===============


                        LIABILITIES AND PARTNERS' CAPITAL

Non-recourse debt                                               $1,093,366

Accrued interest                                                     5,542

Accounts payable:
     Other                                                         337,270

Unearned operating lease income                                    212,684
                                                            ---------------

Total liabilities                                                1,648,862

Partners' capital:
     General partners                                              176,797
     Limited partners                                           15,415,122
                                                            ---------------
Total partners' capital                                         15,591,919
                                                            ---------------
                                                               $17,240,781
                                                            ===============

                        See notes to financial statements
<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                INCOME STATEMENTS

                        THREE AND SIX MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                              Six Months Ended              Three Months Ended
                                                                  June 30,                         June 30,
Revenues:                                                 1998             1997             1998             1997
                                                          ----             ----             ----             ----
Lease revenues:
<S>                                                       <C>              <C>                <C>           <C>       
   Operating leases                                       $2,293,569       $3,986,005         $935,972      $1,951,721
   Direct financing leases                                   140,512          166,177           83,074          79,765
   Leveraged leases                                            9,287           22,096            4,643          11,048
   (Loss) gain on sales of assets                            (74,584)         608,324         (278,326)        375,485
Interest income                                              198,327           53,776          106,032          29,135
Other                                                          3,957              750            2,386             216
                                                     ---------------- ---------------- ---------------- ---------------
                                                           2,571,068        4,837,128          853,781       2,447,370
                                                     ---------------- ---------------- ---------------- ---------------
Expenses:
Depreciation                                               1,385,502        2,583,530          570,027       1,253,735
Equipment and partnership management fees                    176,440          294,161           92,862         145,419
Administrative cost reimbursements                           109,547          124,978           36,548          53,827
Interest expense                                              77,378          200,192           31,458          96,338
Taxes                                                         42,570           73,732           42,570          73,732
Other                                                         36,080           64,501           13,227          25,924
Provision for losses                                          17,173           34,095                -          10,197
Professional fees                                              7,767           12,698            5,171           9,267
                                                     ---------------- ---------------- ---------------- ---------------
                                                           1,852,457        3,387,887          791,863       1,668,439
                                                     ---------------- ---------------- ---------------- ---------------
Net Income                                                  $718,611       $1,449,241          $61,918        $778,931
                                                     ================ ================ ================ ===============

Net income:
     General partners                                         $7,186          $14,492             $619          $7,789
     Limited partners                                        711,425        1,434,749           61,299         771,142
                                                     ---------------- ---------------- ---------------- ---------------
                                                            $718,611       $1,449,241          $61,918        $778,931
                                                     ================ ================ ================ ===============

Net income per limited partnership unit                        $0.10            $0.19            $0.01           $0.10

Weighted average number of units
   outstanding                                             7,376,284        7,376,284        7,376,284       7,376,284
</TABLE>


                   STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

                             SIX MONTH PERIOD ENDED
                                  JUNE 30, 1998
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Limited Partners      General
                                                          Units           Amount          Partners          Total
<S>                                                        <C>            <C>                 <C>          <C>        
Balance December 31, 1997                                  7,376,284      $19,628,128         $169,611     $19,797,739
Distributions to limited partners                                          (4,924,431)                      (4,924,431)
Net income                                                                    711,425            7,186         718,611
                                                     ---------------- ---------------- ---------------- ---------------
Balance June 30, 1998                                      7,376,284      $15,415,122         $176,797     $15,591,919
                                                     ================ ================ ================ ===============
</TABLE>

                        See notes to financial statements

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS

                        THREE AND SIX MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Six Months Ended                Three Months Ended
                                                                  June 30,                         June 30,
                                                          1998             1997             1998             1997
                                                          ----             ----             ----             ----
Operating activities:
<S>                                                        <C>              <C>              <C>             <C>      
Net income                                                  $718,611       $1,449,241          $61,918        $778,931

Adjustment to reconcile net income to net cash 
   provided by operations:
     Depreciation                                          1,385,502        2,583,530          570,027       1,253,735
     Leveraged lease income                                   (9,287)         148,692           (4,643)        155,697
     Gain on sales of assets                                  74,584         (608,324)         278,326        (375,485)
     Provision for losses                                     17,173           34,095                -          10,197
   Changes in operating assets and liabilities:
      Accounts receivable                                     42,994          592,113          372,141         237,727
      Accounts payable, general partner                      (72,539)         (58,492)         (96,138)          6,790
      Accounts payable, other                                143,479          (31,595)         255,544         (40,545)
      Accrued interest                                        (6,300)         (41,430)         (13,290)        (22,804)
      Unearned operating lease income                         58,235          127,093           60,902        (135,086)
                                                     ---------------- ---------------- ---------------- ---------------
Net cash provided by operating activities                  2,352,452        4,194,923        1,484,787       1,869,157
                                                     ---------------- ---------------- ---------------- ---------------

Investing activities:

Proceeds from sales of lease assets                        2,799,814        2,343,433        2,233,653       1,294,059
Reduction in net investment in direct
   financing leases                                          448,401          607,460          148,629         291,501
                                                     ---------------- ---------------- ---------------- ---------------

Net cash provided by investing activities                  3,248,215        2,950,893        2,382,282       1,585,560
                                                     ---------------- ---------------- ---------------- ---------------
</TABLE>


<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (CONTINUED)

                        THREE AND SIX MONTH PERIODS ENDED
                             JUNE 30, 1998 AND 1997

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                             Six Months Ended                Three Months Ended
                                                                June 30,                         June 30,
                                                                --------                         --------
                                                          1998             1997             1998             1997
                                                          ----             ----             ----             ----
Financing activities:
<S>                                                       <C>              <C>              <C>             <C>       

Distributions to limited partners                         (4,924,431)      (3,929,371)      (2,767,632)     (1,843,989)
Repayments of long-term non-recourse debt                 (1,404,026)      (2,450,160)        (949,033)     (1,184,233)
                                                     ---------------- ---------------- ---------------- ---------------

Net cash used in financing activities                     (6,328,457)      (6,379,531)      (3,716,665)     (3,028,222)
                                                     ---------------- ---------------- ---------------- ---------------

Net increase (decrease) in cash and
   cash equivalents                                         (727,790)         766,285          150,404         426,495
Cash and cash equivalents at
   beginning of period                                     9,342,727        2,766,552        8,464,533       3,106,342
                                                     ---------------- ---------------- ---------------- ---------------
Cash and cash equivalents at end of
   period                                                 $8,614,937       $3,532,837       $8,614,937      $3,532,837
                                                     ================ ================ ================ ===============

Supplemental disclosures of cash flow information:
Cash paid during period for interest                         $77,378         $200,192          $31,458         $96,338
                                                     ================ ================ ================ ===============
</TABLE>
                        See notes to financial statements



<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


1. Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10K.


2. Organization and partnership matters:

ATEL Cash  Distribution Fund III, L.P. (the  Partnership),  was formed under the
laws of the State of California in September  1989, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  amount  of $600  were  received  as of  September  7,  1989,  $100 of which
represented  the  General  Partners'  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and the receipt of the proceeds  thereof on March 1, 1990,
the Partnership commenced operations.

The Partnership's business consists of leasing various types of equipment. As of
June 30, 1998,  the  Partnership's  leases were for terms of six months to eight
years and nine months.

Pursuant to the Agreement of Limited  Partnership,  the General Partners receive
compensation  and   reimbursements  for  services  rendered  on  behalf  of  the
Partnership (Note 5.)


3. Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                                        Depreciation
                                                                        Expense or        Reclass-
                                  December 31,                         Amortization     ifications &       June 30,
                                        1997            Additions        of Leases      Dispositions         1998
                                        ----            ---------        ---------     --------------        ----
<S>                                     <C>                 <C>           <C>              <C>              <C>       
Net investment in operating
   leases                               $11,267,650                       ($1,385,502)     ($3,052,521)     $6,829,627
Net investment in direct
   financing leases                       2,379,596                          (448,401)        (576,872)      1,354,323
Net investment in leveraged
   leases                                   126,371                             9,287                -         135,658
Equipment held for sale or
   lease                                          -                                 -          754,995         754,995
Reserve for losses                         (613,627)        ($17,173)               -                -        (630,800)
                                  ------------------ ---------------- ---------------- ---------------- ---------------
                                        $13,159,990         ($17,173)     ($1,824,616)     ($2,874,398)     $8,443,803
                                  ================== ================ ================ ================ ===============
</TABLE>

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


3. Investment in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1997,
acquisitions and dispositions  during the quarters ended March 31, 1998 and June
30, 1998 and as of June 30, 1998.

<TABLE>
<CAPTION>
                                                       Reclassifications &
                               December 31,              Dispositions               June 30,
                                   1997          1st Quarter      2nd Quarter         1998
                                   ----          -----------      -----------         ----
<S>                               <C>              <C>              <C>              <C>       
Mining                            $12,690,592                       ($6,070,379)     $6,620,213
Utilities                           3,946,886                                 -       3,946,886
Manufacturing                       4,881,231      ($1,099,749)        (346,794)      3,434,688
Printing                            3,044,659                -                -       3,044,659
Transportation                      3,760,326       (1,313,606)               -       2,446,720
Food processing                     2,438,524                -                -       2,438,524
Medical                             2,155,489                -                -       2,155,489
Materials handling                    964,980          (35,759)        (632,656)        296,565
Communications                        290,175                -                -         290,175
Other                                  65,695                -          (37,182)         28,513
                              ---------------- ---------------- ---------------- ---------------
                                   34,238,557       (2,449,114)      (7,087,011)     24,702,432
Less accumulated depreciation     (22,970,907)       1,170,067        3,928,035     (17,872,805)
                              ---------------- ---------------- ---------------- ---------------
                                  $11,267,650      ($1,279,047)     ($3,158,976)     $6,829,627
                              ================ ================ ================ ===============
</TABLE>

Equipment on operating leases was acquired in 1990, 1991, 1992, 1993 and 1995.

At June 30, 1998, the aggregate  amounts of future minimum lease payments are as
follows:

                 Year ending      Direct
                December 31,     Financing        Operating          Total
                        1998         $378,242       $1,674,911       $2,053,153
                        1999          546,645          605,387        1,152,032
                        2000          144,416          238,486          382,902
                        2001           23,837           59,415           83,252
                        2002           17,877                -           17,877
                              ---------------- ---------------- ----------------
                                   $1,111,017       $2,578,199       $3,689,216
                              ================ ================ ================





<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


4. Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
7.66% to 11.3%.

Future minimum principal and interest payments of long-term non-recourse debt as
of June 30, 1998 are as follows:

                Year ending
               December 31,     Principal        Interest           Total
                       1998         $679,659          $41,748         $721,407
                       1999          356,416           22,120          378,536
                       2000           57,291            2,374           59,665
                             ---------------- ---------------- ----------------
                                  $1,093,366          $66,242       $1,159,608
                             ================ ================ ================


5.  Related party transactions:

The terms of the  Agreement  of Limited  Partnership  provide  that the  General
Partners  and/or  Affiliates are entitled to receive  certain fees for equipment
acquisition, management and resale and for management of the Partnership.

The General Partners and/or  Affiliates  earned the following fees,  commissions
and reimbursements, pursuant to the Limited Partnership Agreement as follows:

                                                   1998             1997
                                                   ----             ----
Reimbursement of administrative costs                $109,547        $124,978

Incentive and equipment management fees               176,440         294,161
                                              ---------------- ---------------
                                                     $285,987        $419,139
                                              ================ ===============



<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                  JUNE 30, 1998
                                   (Unaudited)


6.  Partners' capital:

The Partnership Net Profits, Net Losses, and Tax Credits are to be allocated 99%
to the Limited Partners and 1% to the General Partners.

As more  fully  described  in the  Partnership  Agreement,  available  Cash from
Operations and Cash from Sales or Refinancing shall be distributed as follows:

     First, 5% of  Distributions of Cash from Operations to the General Partners
     as Incentive Management Compensation.

     Second, the balance to the Limited Partners until the Limited Partners have
     received aggregate  Distributions,  as defined, in an amount equal to their
     Original  Invested  Capital,  as defined,  plus an 8% per annum  cumulative
     (compounded daily) return on their Adjusted Invested Capital, as defined.

     Third,   the  General   Partners  will  receive  as  Incentive   Management
     Compensation, the following:

          (A)  10% of remaining Cash from Operations, as defined,

          (B) 15% of remaining Cash from Sales or Refinancing, as defined.

     Fourth, the balance to the Limited Partners.


7.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on October  28,  1998.  The  agreement  includes an
acquisition  facility to be used by the  Partnership  and  Affiliates to provide
bridge financing for assets on leases.  Draws on the acquisition facility by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.

The Partnership had no borrowings under the agreement during 1998.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership  was in compliance with its covenants as of June 30,
1998.








<PAGE>

Item 2.               MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                      FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Capital Resources and Liquidity

Funds which have been  received,  but which have not yet been invested in leased
equipment, are invested in interest-bearing accounts or  high-quality/short-term
commercial paper.

The  Partnership's  primary  source of liquidity  during the first six months of
1998 were  proceeds  from sales of assets and lease rents.  The liquidity of the
Partnership  will vary in the future,  increasing  to the extent cash flows from
leases  exceed  expenses,  and  decreasing  as lease  assets  are  acquired,  as
distributions are made to the limited partners and to the extent expenses exceed
cash flows from leases.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The  General  Partners  envision no such  requirements  for
operating purposes.

As of June 30, 1998, the Partnership had borrowed approximately $32,425,000. The
remaining unpaid balance of such borrowings at June 30, 1998 was $1,093,366. The
borrowings are  non-recourse to the  Partnership,  that is, the only recourse of
the lender will be to the  equipment or  corresponding  lease  acquired with the
loan proceeds.  The General  Partners  expect that  aggregate  borrowings in the
future  will not exceed  40% of  aggregate  equipment  cost.  In any event,  the
Agreement of Limited Partnership limits such borrowings to 40% of the total cost
of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the acquisition of additional equipment. As of June 30, 1998, there were no such
commitments.

The Partnership made distributions of cash from 1998 first quarter operations in
February,  March and April 1998. The Partnership made distributions of cash from
1998 second  quarter  operations in May, June and July 1998.  The amounts of the
monthly  distributions  were each $0.125 per Unit.  The amounts of the quarterly
distributions  were each  $0.375  per Unit.  These  distributions  represent  an
annualized distribution rate of 15.0%.

If interest rates increase or decrease  significantly,  the lease rates that the
Partnership can obtain on future leases will be expected to increase or decrease
in  parallel  as the cost of capital is a  significant  factor in the pricing of
lease  financing.  Leases  already  in place,  for the most  part,  would not be
affected by changes in interest rates.


<PAGE>

Cash Flows, 1998 vs. 1997:

Six months:

Cash flows from operations decreased due to decreases in lease rents compared to
1997.  The decreases  were due to lease asset sales since the second  quarter of
1997.

Cash flows from the sales of assets increased by $456,381  compared to 1997. The
increase was due to larger amounts of lease  maturities and resulting sales. The
original cost of such assets sold increased to approximately  $9,500,000 in 1998
from  approximately  $5,700,000  in 1997.  Cash flows from the  reduction of the
Partnership's  net investment in direct financing  leases decreased  compared to
1997 as a result of equipment sales over the last twelve months.

There were no financing sources of cash flows in 1998 or 1997.  Distributions to
limited  partners  increased  compared to 1997 due an increase in the annualized
distribution  rates  compared to 1997.  Debt  payments  for the six month period
decreased due to scheduled debt payments.

Three months:

Cash flows from  operations  decreased  in the three  month  period for the same
reasons noted above for the six month period.

Cash flows from investing activities in both 1997 and 1998 consisted of proceeds
from sales of assets and from reductions in the  Partnership's net investment in
direct  financing  leases.  Proceeds  from the sales of assets  increased due to
larger amounts of sales  activities.  Direct financing lease rents decreased for
the same reasons as noted above for the six month period.

There were no financing sources of cash in 1997 or 1998. Debt payments decreased
for the same reasons as noted above for the six month period.

Results of Operations

Operations  in the  second  quarter  of 1998  resulted  in net income of $61,918
compared to  $778,931  in 1997.  Net income for the first six months of 1998 was
$718,611 compared to $1,449,241 in 1997.

1998 vs. 1997:

Lease revenues decreased in both the three and six month periods compared to the
prior  year.  This is the result of asset sales  since June 30,  1997.  Interest
income has increased from 1997 to 1998 for both the three and six month periods.
This a direct  consequence  of having  maintained  higher  average cash balances
during the 1998 periods than in the 1997 periods.

Operating  lease  revenues  have shown a net decrease for both the three and six
month  periods.  The original cost of the  underlying  assets has decreased from
$45,449,709  at June 30, 1997 to  $24,702,432  at June 30, 1998.  The  decreased
amounts of equipment owned by the Partnership  also gave rise to the decrease in
depreciation expense.

As scheduled  debt payments have been made,  debt balances have been reduced and
this has caused interest expense to decline from 1997 to 1998.

Management fees are based on distributions of cash of generated by operations to
the  limited  partners  and on lease  rents.  Although  distributions  have been
increased, the primary source of the distributions is from the proceeds of asset
sales,  on which no  management  fees are  being  paid.  Lease  rents  have also
declined. As a result, management fees have decreased compared to 1997.



<PAGE>

Other

Year 2000 Issues

The year 2000 issue is the result of computer  programs  being written using two
digits rather than four to define the  applicable  year.  Any computer  programs
that have time  sensitive  software may  recognize a date using "00" as the year
1900  rather  than the year  2000.  This  could  result in a system  failure  or
miscalculation causing disruptions of operations, including, among other things,
a  temporary  inability  to process  transactions  or engage in  similar  normal
business activities.

The Partnership  uses primarily third party software and is  communicating  with
key vendors to ensure that the  Partnership's  systems are year 2000  compliant.
Based on these  discussions,  the  Partnership  does not  expect  that the costs
related to the year 2000 issue will be  significant.  Ultimately,  the potential
impact  of the year  2000  issue  will  depend on the way in which the year 2000
issue is addressed by businesses and other entities whose financial condition or
operational capability is important to the Partnership.



<PAGE>

                            PART II OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS.

         Inapplicable.

Item 2. CHANGES IN SECURITIES.

         Inapplicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES.

         Inapplicable.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         Inapplicable.

Item 5. OTHER INFORMATION.

         Inapplicable.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K.

                  (a) Documents filed as a part of this report

                    1. Financial Statements

                       Included in Part I of this report:

                       Balance Sheet, June 30, 1998.

                       Income  statement  for the six and  three  month  periods
                       ended June 30, 1998 and 1997.

                       Statement  of  changes  in  partners'  equity for the six
                       month period ended June 30, 1998.

                       Statements  of cash  flows  for the six and  three  month
                       periods ended June 30, 1998 and 1997.

                       Notes to the Financial Statements.

                    2. Financial Statement Schedules

                       All other  schedules  for which  provision is made in the
                       applicable  accounting  regulations of the Securities and
                       Exchange  Commission  are not required  under the related
                       instructions or are inapplicable, and therefore have been
                       omitted.

                  (b)  Report on Form 8-K

                       None

<PAGE>

                                   SIGNATURES


Pursuant  to the  requirements  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.

Date:
August 12, 1998

                      ATEL CASH DISTRIBUTION FUND III, L.P.
                                  (Registrant)





                              By:  /s/ A.  J.  BATT
                                  ---------------------------------------------
                                  A. J. Batt,
                                  General Partner of registrant



                              By:   /s/ DEAN L. CASH
                                  ---------------------------------------------
                                  Dean Cash,
                                  General Partner of registrant



                              By:   /s/ F. RANDALL BIGONY
                                  ---------------------------------------------
                                  F. Randall Bigony
                                  Principal financial officer of registrant



                              By:   /s/ DONALD E.  CARPENTER
                                  ---------------------------------------------
                                  Donald E.  Carpenter,
                                  Principal accounting officer of
                                  registrant