FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(MARK ONE)

              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

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

                         COMMISSION FILE NUMBER 0-13331

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

     DELAWARE                                             16-1234990
-------------------                             --------------------------------
(STATE OF FORMATION)                           (IRS EMPLOYER IDENTIFICATION NO.)

2350 NORTH FOREST ROAD
SUITE 12-A
GETZVILLE, NEW YORK  14068
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

REGISTRANT'S TELEPHONE NUMBER:      (716) 636-9090
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

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 [ ]

INDICATE BY A 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
        SEE ITEM 14 FOR A LIST OF ALL DOCUMENTS INCORPORATED BY REFERENCE



                                       1
<PAGE>


                                     PART I

ITEM 1:  BUSINESS

     The Registrant, Realmark Property Investors Limited Partnership-III (the
"Partnership"), is a Delaware Limited Partnership organized in 1983, pursuant to
a Second Amended and Restated Agreement and Certificate of Limited Partnership
(the "Partnership Agreement"), under the Delaware Revised Uniform Limited
Partnership Act. The Partnership's general partners are Realmark Properties,
Inc. (the "Corporate General Partner"), a Delaware corporation, and Joseph M.
Jayson (the "Individual General Partner").

     The Registrant commenced the public offering of its Limited Partnership
Units, registered with the Securities and Exchange Commission under the
Securities Act of 1933 as amended on February 1, 1984, and concluded the
offering on January 31, 1985, having raised a total of $15,551,000 before
deducting sales commissions and expenses of the offering.

     The Partnership's primary business and its only industry segment is to own
and operate income-producing real property for the benefit of its partners. As
of December 31, 1999, the Partnership owned one (1) apartment complex with 280
units and two office buildings with 124,960 total square feet of rentable space.
Each of the complexes is managed for the Partnership by Realmark Corporation, an
affiliate of the General Partners.

     The Partnership's acquisition and disposition of rental property, as well
as its future plans concerning dispositions, is described in Note 3 to the
financial statements.

     Occupancy for each complex as of December 31, 1999, 1998 and 1997 was as
follows:

                                            1999        1998        1997
                                            ----        ----        ----

Ambassador Towers/Canterbury Court           87%         81%        80%
(formerly Cedar Ridge)
Perrymont                                    51%         75%        68%
Inducon Amherst                              79%         82%        91%


     The operations of the Partnership's properties are consolidated. The
following chart lists the percentage of total Partnership revenue generated by
each complex for the year indicated:

                                            1999        1998        1997
                                            ----        ----        ----
Ambassador Towers/Canterbury Court
(formerly Cedar Ridge)                       69%         65%        51%
Perrymont                                    14%         16%        11%
Inducon Amherst                              17%         19%         3%
Castle Dore                                   -           -         35%

     The business of the Partnership is not seasonal. As of December 31, 1999,
the Partnership did not directly employ any persons in a full-time position. All
persons who regularly rendered services on behalf of the Partnership through
December 31, 1999 were employees of the Corporate General Partner or its
affiliates.


                                       2
<PAGE>


ITEM 1:  BUSINESS (CONT'D)

     This annual report contains certain forward-looking statements concerning
the Partnership's current expectations as to future results. Such
forward-looking statements are contained in Item 7: Management's Discussion and
Analysis of Financial Condition and Results of Operations. Words such as
"believes", "forecasts", "intends", "possible", "expects", "estimates",
"anticipates" or "plans" and similar expressions are intended to identify
forward-looking statements.

ITEM 2:     PROPERTIES

Following is a listing of properties and joint ventures owned by the Partnership
at December 31, 1999:

     NAME
AND LOCATION                GENERAL CHARACTER OF PROPERTY         PURCHASE DATE
------------                -----------------------------         -------------

Ambassador Towers/                                                December 1985
Canterbury Court            Apartment complex; 6 buildings
(Formerly Cedar Ridge.)     on 11.6 acres; 280 units.  The
 Monroeville, PA            The outstanding mortgage balance
                            at December 31, 1999 was $3,117,720.
                            The mortgage calls for monthly
                            installments of principal and
                            interest at 8.25% through maturity in
                            February 2004.

Perrymont Office Bldg.      Office building; one building on 2.3     August 1985
Pittsburgh, PA              acres; 47,000 square feet. As
                            discussed in note 4 to the
                            financial statements the mortgage
                            obligation was satisfied
                            in April 1998.

Inducon Amherst             Four office/warehouse buildings on        April 1985
Amherst, NY                 4 acres with approximately 84,960
                            square feet of rentable space. The
                            outstanding mortgage balance at December
                            31, 1999 was $1,818,131. The mortgage
                            requires monthly payments of principal and
                            interest of $15,250 at a rate of 8.62%.
                            The mortgage matures March 2022.


 ITEM 3:     LEGAL PROCEEDINGS

     The Partnership is not a party to, nor are any of the Partnership's
properties the subject of, any material pending legal proceedings that would
impact the future financial position and operations of the Partnership.


                                       3
<PAGE>


ITEM 4:     SUBMISSION OF MATTERS TO A VOTE OF SECURITY
            HOLDERS

            None.

                                     PART II

ITEM 5:     MARKET FOR REGISTRANT'S UNITS OF LIMITED
            PARTNERSHIP INTEREST

     There is currently no established trading market for the units of Limited
Partnership Interest of the Partnership and it is not anticipated that any will
develop in the future.

     There were no distributions during the years ended December 31, 1999, 1998
and 1997.

     As of December 31, 1999, there were 1,902 record holders of units of
Limited Partnership Interest.


                                       4
<PAGE>


ITEM 6:     SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                        REALMARK PROPERTIES INVESTORS LIMITED PARTNERSHIP-III



                                            Year Ended       Year Ended          Year Ended         Year Ended           Year Ended
                                           Dec.31, 1999     Dec. 31, 1998       Dec. 31, 1997      Dec. 31, 1996        Dec.31, 1995
                                           ------------    --------------      ------------       ---------------      ------------
<S>                                        <C>             <C>                 <C>                <C>                  <C>
Total assets                               $ 8,564,042     $    9,113,917      $ 10,757,121       $     8,869,221      $ 12,403,691
                                           ============    ==============      ============       ===============      ============
Notes payable and
  long-term obligations                    $ 4,935,851     $    4,970,797      $  6,216,763       $     5,431,000      $ 10,276,248
                                           ============    ==============      ============       ===============      ============

Revenue                                    $ 2,714,957     $    2,432,298      $  3,115,179       $     4,429,043      $  4,632,199

Expenses                                     3,235,825          2,840,623         4,196,309             5,357,211         5,931,484
                                           -----------      -------------      ------------       ---------------      ------------
Loss before allocated
   loss from joint venture
   gain on sale of
   properties and
   extraordinary gain                         (520,868)          (408,325)       (1,081,130)             (928,168)       (1,299,285)

Allocated Loss from
  joint venture                                   -                   -            (213,416)             (142,165)          (93,698)

Gain on sale of property                          -                   -           3,095,376             3,501,323               -

Extraordinary Gain on
extinguishments of debt                           -               318,213               -                     -                 -
                                           -----------     --------------      ------------       ---------------      ------------
Net (loss) income                          $  (520,868)           (90,112)        1,800,830             2,430,990        (1,392,983)
                                           ===========     ==============      ============       ===============      ============
                                                                                                                       ------------
Net cash used in
  operating activities                     $  (174,423)    $     (365,527)     $   (749,357)      $      (275,818      $   (229,343)

Proceeds from refinancing                         _                   -           5,813,000                   -                 -

Principal payments upon
  refinancing                                     _                   -          (4,803,977)                  -                 -

Principal payments upon
  sale                                            _                   -          (2,240,764)           (4,592,357)              -

Principal payments on
  long-term debt                               (34,946)           (962,518)        (554,380)             (313,548)         (282,015)
                                           -----------      --------------      ------------      ---------------      ------------
Net cash used in
  operating activities
  less principal payments                  $               $    (1,328,045)    $ (2,535,478)      $    (5,181,723)                $
                                                                                                         (209,369)         (511,358)
                                           ==========      ===============     ============       ===============      ============
(Loss) income per
  limited partnership unit                 $    (32.49)              (5.62)          105.38                141.68            (86.89)
                                           ===========     ===============     ============       ===============      ============
Distributions per limited
  partnership unit                         $      -        $          -        $        -         $           -        $        -
                                           ===========     ================    ============       ===============      ============
Weighted average
   number of Limited
   Partnership  units
  outstanding                                  15,551              15,551            15,551                15,551            15,551
                                           ===========      ==============      ===========       ===============      ============
</TABLE>

                                                                 5
<PAGE>


ITEM 7:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

LIQUIDITY AND CAPITAL RESOURCES

     Although the Partnership had negative cash flow from operations during the
year ended December 31, 1999, the Partnership has been able, due to the sale of
three properties in the last three years, to maintain sufficient cash to enable
it to not only fund operating activities, but also to provide for significant
capital improvements at the remaining properties.

     In the beginning of April 1998, management satisfied the mortgage on the
Perrymont Building. This mortgage was in default and the lender was threatening
to begin foreclosure procedures. As a result of the payoff of the outstanding
mortgage, the lender gave the Partnership a sizable discount on the mortgage
resulting in an extraordinary gain totaling $318,213 being recognized in 1998
due to this extinguishment of debt.

     In January of 1998, a contract for the sale of the Perrymont Office
Building was signed. The contract had a sales price of $1,750,000. The contract
was soon canceled by the potential buyer and management did not continue to look
for a purchaser for the property and determined instead to undertake renovation
work. Ambassador Tower/Canterbury Court was held for sale in 1997, 1998 and
until June 30, 1999. Management determined to remove it from the market in order
to undertake renovations which could potentially increase the sales price when
the property is ultimately sold.

     Increasing occupancy, as well as decreasing delinquencies, remains the
major focus of management. Management's plans include considerable renovation
work at Perrymont Office Building including re-facing of the exterior of the
building to give it a more updated appearance, landscaping, redecorating of all
common area restrooms, and a new sprinkler system. The work cost approximately
$336,000 in 1999 and was funded by proceeds from previous sales of properties.
By improving the physical appearance of the building, both inside and out,
management is hopeful that new tenants will be attracted to the building. Still
to be completed are the replacement of hallway carpeting, fresh paint throughout
the building, foyer alterations, new signage, new doors, fencing at the entrance
and driveway repairs which are expected to cost approximately $147,000 and are
expected to be funded by proceeds from previous sales of properties.

     Low occupancies required capital improvements due to the aging portfolio of
the Partnership, and the repayment of a mortgage loan have reduced the
Partnership's cash reserves, however management believes there is still adequate
liquidity and reserves to otherwise pay its expenses. The Partnership made no
distributions during 1999, 1998 or 1997. It is uncertain as to when the
Partnership will be in a position to resume making distributions, although
management is hopeful that a distribution will be made in the coming year once
the capital improvement work scheduled at the properties is either completed or
the full costs may be measured.

     Ambassador Towers/Canterbury Court, since the end of 1999, has seen a
significant improvement in its occupancy (i.e., as of April 2000, occupancy
reached approximately 93%). The success seen by this complex is primarily the
result of new on-site staff who came to this complex from one of the
competitors; these employees came with considerable experience and innovative
ideas. The complex began offering new services in 1998 to its residents such as
a concierge office which provides dry cleaning services and travel services, and
a van service taking residents to the bank, the post office, the grocery store,
etc. Additionally, the complex offers free cable to all of its residents (rents
were increased on a per unit basis to cover these costs to the complex). This
has continued in 1999 and has contributed to its success. Management also
believes that the property has become more attractive to

                                       6
<PAGE>


ITEM 7:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CON'T.)

LIQUIDITY AND CAPITAL RESOURCES (CONT'D)

potential renters since the construction of a plaza containing a large grocery
store chain, completed during 1998 immediately next to the property. All
hallways in the building have been re-carpeted and freshly painted and
wallpapered. Carpets and appliances within units of this complex are being
replaced on an as-needed basis; moreover, new cabinets, countertops and mirrors
are being added to units when such improvements are deemed necessary to rent
vacant units or retain current tenants. Management is optimistic that this
complex will continue to see increased occupancy in the coming year.

     The three complexes held by this Partnership are all deemed to be in "good"
locations and competitive rental markets. With this in mind, management
continues to monitor its expenses closely while also closely monitoring the
rents charged and services offered by its local competition.

     The Partnership conducted a review of its computer systems to identify the
systems that could have been affected by the "year 2000 issue" and implemented a
plan to resolve such issues. The year 2000 issue is the result of computer
programs being written using two digits rather than four digits to define the
applicable year. Computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000. This
could have resulted in a system failure or miscalculations causing disruptions
of operations, including, among other things, a temporary inability to process
transactions, send invoices, or engage in similar normal business activities.
Management contracted with outside independent computer consultants to resolve
this issue. The majority of the software in use is "2000 compliant" or was added
at no significant cost. Management also engaged a computer firm to re-write its
tax software making it Year 2000 compliant. Management did not experience any
significant problems with its computers as a result of the year 2000 issue and
does not anticipate any such problems in the future.

RESULTS OF OPERATIONS:

     For the year ended December 31, 1999, the Partnership incurred a net loss
of $520,868 or $32.49 per limited partnership unit. For the years ended December
31, 1998 and 1997, the Partnership had net loss of $90,112 or $5.62 per limited
partnership unit and net income of $1,800,830 or $105.38 per limited partnership
unit, respectively. The net income in 1997 was the result of the gain on the
sale of Castle Dore Apartments. The Partnership had a net loss before the gains
recognized upon this sale of $1,294,546 for the year ended December 31, 1997.

     Partnership revenues for the year ended December 31, 1999 totaled
$2,714,957, consisting of rental income of $2,400,717 and other income, which
includes interest, laundry income, and other miscellaneous sources of income of
$314,240. Rental revenue in the year ended December 31, 1998 amounted to
$2,050,131 and in the year ended December 31, 1997 totaled $2,828,947. The
rental income increased $350,586 from 1998 to 1999. The increase in rental
revenue is attributed to the increased occupancy of Ambassador Tower/Canterbury
Court. In 1997 the partnership owned more residential apartment complexes which
were reporting income (i.e., in 1997 there was one more complex which reported
rental income of approximately $976,000).


                                       7


<PAGE>


ITEM 7:     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (CON'T.)

RESULTS OF OPERATIONS (CONT'D):

     A decrease in rental income at Perrymont of approximately $8,000 or 2.3%
was noted when comparing 1999 and 1998. Occupancy at December 31, 1999 was 51%.
The decrease in occupancy occurred toward the end of 1999 due in large part to
the loss of the building's major tenant. There was also a decrease of
approximately $68,000 in the Partnership's total interest and other income
between the years ended December 31, 1999 and 1998. This decrease is the result
of lower interest income earned on the investment of the proceeds from the
previous year's sale of Castle Dore Apartments.

     Partnership expenses for the year ended December 31, 1999 totaled
$3,235,825, a significant increase from the $2,840,623, in expenses for the year
ended December 31, 1998, and a decrease from the $4,196,309 in expenses in 1997.

     The increase totaled approximately $395,000. This was due to an increase in
property operation expenses of approximately $318,000. Approximately $133,000
was spent on new appliances at Ambassador Tower/Canterbury Court. The capital
improvement to Perrymont of $336,000 also took place in 1999. In 1998 and 1999
the Partnership has one less property contributing to the total expenses as
compared to the year ended December 31, 1997, when expenses related to the
property, which was sold, totaled approximately $1,600,000.

     Most other expenses for 1999 remained consistent with 1998 except for an
increase in depreciation expense of $118,180. This was due to Ambassador
Tower/Canterbury Court no longer being held for sale after June 30, 1999 and the
capitalization of the Perrymont capital improvements. There was a decrease in
expenses of $960,484 or 23% between years ended December 31, 1999 and 1997. The
decrease is not only attributed to there being fewer properties owned by the
Partnership during 1999 as compared to 1997, but also that there is no longer a
mortgage on the Perrymont Office Building; in the beginning of April 1998,
management satisfied this mortgage with the lender giving the Partnership a
sizable discount on the mortgage resulting in an extraordinary gain on
extinguishments of debt totaling $318,213 in 1998.

     For the year ended December 31, 1999, the tax basis loss was $621,698 or
$38.78 per limited partnership unit compared to a tax basis income of $372,451
or $23.23 per unit for the year ended December 31, 1998 and income of $2,135,244
or $133.19 per limited partnership unit for the year ended December 31, 1997.
The gain for tax purposes resulting from the sale of Castle Dore Apartments in
1997 totaled $4,003,583.

ITEM 7A:    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
            RISK

     The Partnership does not have investments in instruments which are subject
to significant fluctuations in market risk (e.g., derivatives, options or other
interest sensitive instruments).

ITEM 8:     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Listed under Item 14 of the report.


                                       8

<PAGE>


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

     As reported on Form 8-K/A, filed with the Securities and Exchange
Commission on April 17, 2000, and incorporated herein by reference in its
entirety: (i) Deloitte & Touche LLP notified the Company on January 11, 2000
that its relationship as the principal accountants to audit the Company's
financial statements had ceased; and (ii) effective January 28, 2000, the
Company engaged Toski, Schaefer & Co., P.C. as its independent accountants.


                                    PART III

ITEM 10:    DIRECTORS AND EXECUTIVE OFFICERS OF THE
            REGISTRANT

     The Partnership, as an entity, does not have any directors or officers. The
Individual General Partner of the Partnership is Joseph M. Jayson. The directors
and executive officers of Realmark Properties, Inc., the Partnership's Corporate
General Partner, as of December 31, 1999, are listed below. Each director is
subject to election on an annual basis.

                              Title of All Positions             Year First
Name                          Held With the Company         Elected to Position
----                          ---------------------         -------------------

Joseph M. Jayson              President and Director              1979

Judith P. Jayson              Vice President and Director         1979

Michael J. Colmerauer         Secretary                           1991


     Joseph M. Jayson, President and Director of Realmark Properties, Inc. and
Judith P. Jayson, Vice President and Director of Realmark Properties, Inc., are
married to each other.

     The Director and Executive Officers of the Corporate General Partner and
their principal occupations and affiliations during the last six years or more
are as follows:

     Joseph M. Jayson, age 61, is Chairman, Director and sole stockholder of
J.M. Jayson & Company, Inc. and certain of its affiliated companies: U.S.
Apartments LLC, Westmoreland Capital Corporation, Oilmark Corporation and U.S.
Energy Development Corporation. In addition, Mr. Jayson is President and
Director of Realmark Corporation and Realmark Properties, Inc., wholly owned
subsidiaries of J.M. Jayson & Company, Inc. and co-general Partner of Realmark
Properties Investors Limited Partnership, Realmark Properties Investors Limited
Partnership-II, Realmark Properties Investors Limited Partnership-III, Realmark
Properties Investors Limited Partnership-IV, Realmark Properties Investors
Limited Partnership-V, Realmark Properties Investors Limited Partnership-VI A
and Realmark Properties Investors Limited Partnership-VI B. Mr. Jayson has been
engaged in real estate business for the last 37 years and is a Certified
Property Manager as


                                       9


<PAGE>



ITEM 10:    DIRECTORS AND EXECUTIVE OFFICERS OF THE
            REGISTRANT (CONT'D)

designated by the Institute of Real Estate Management ("I.R.E.M."). Mr. Jayson
received a B.S. Degree in Education in 1961 from Indiana University, a Masters
Degree from the University of Buffalo in 1963, and has served on the Educational
Faculty of the Institute of Real Estate Management. Mr. Jayson has for the last
37 years been engaged in various aspects of real estate brokerage and
investment. He brokered residential properties from 1962 to 1964, commercial and
investment properties from 1964 to 1967, and in 1967 left commercial real estate
to form his own investment firm. Since that time, Mr. Jayson and J.M. Jayson &
Company, Inc. have formed, or participated in various ways in forming, over 30
real estate related limited partnerships. For the past eighteen years, Mr.
Jayson and a affiliate have also engaged in developmental drilling for gas and
oil.

     Judith P. Jayson, age 59, is currently Vice-President and Director of
Realmark Properties, Inc. She is also a Director of the property management
affiliate, Realmark Corporation. Mrs. Jayson has been involved in property
management for the last 28 years and has extensive experience in the hiring and
training of property management personnel and in directing, developing and
implementing property management systems and programs. Mrs. Jayson, prior to
joining the firm in 1973, taught business in the Buffalo, New York high school
system. Mrs. Jayson graduated from St. Mary of the Woods College in Terre Haute,
Indiana, with a degree in Business Administration. Mrs. Jayson is the wife of
Joseph M. Jayson, the Individual General Partner.

     Michael J. Colmerauer, 42, is Secretary and in-house legal counsel for J.M.
Jayson & Company, Inc., Realmark Corporation, Realmark Properties, Inc. and
other companies affiliated with the General Partners. He received a Bachelor's
Degree (BA) from Canisius College in 1980 and a Juris Doctors (J.D.) from the
University of Tulsa in 1983. Mr. Colmerauer is a member of the American and Erie
County Bar Association and has been employed by the Jayson group of companies
for the last 16 years.


ITEM 11:    EXECUTIVE COMPENSATION

     No direct remuneration was paid or payable by the Partnership to directors
and officers (since it has no directors or officers) for its fiscal years ended
December 31, 1999, 1998 and 1997 nor was any direct remuneration paid or payable
by the Partnership to directors or officers of Realmark Properties, Inc., the
Corporate General Partner and sponsor for the years ended December 31, 1999,
1998 and 1997.


                                       10
<PAGE>



ITEM 11:    EXECUTIVE COMPENSATION (CONT'D)

     The following table sets forth for the years ended December 31, 1999, 1998
and 1997 the compensation paid by the Partnership, directly or indirectly, to
affiliates of the General Partners (all of which are owned entirely by Joseph M.
Jayson):

<TABLE>
<CAPTION>


       Entity Receiving                    Type of
         COMPENSATION                    COMPENSATION                     1999                   1998                     1997
         ------------                    ------------                     ----                   ----                     ----
<S>                              <C>                              <C>                      <C>                     <C>
Realmark Properties, Inc.        Interest earned on accounts
   (The Corporate                Receivable - affiliates           $      (11,096)                  -                      -
   General Partner)                                                --------------          ---------------          ----------------
                                 Interest charged on
                                    accounts payable -
                                    Affiliates                     $          -            $       35,048           $        49,087
                                                                   --------------          --------------           ---------------

                                 Reimbursements for
                                 allocated expenses of the
                                 General Partners                         103,838                 115,217                   141,849

Realmark Corporation             Property Management Fees                 120,563                 104,553                   150,726
                                 Computer Service Fees                      4,740                   5,340                     8,640
                                                                   --------------          --------------           ----------------
                                                                          229,141                 225,110                   301,215
                                                                   --------------          --------------           ----------------
                                 Total                              $     218,045          $      260,158           $       350,302
                                                                   ==============          ==============           ================

</TABLE>


     The executive officers receive compensation from J.M. Jayson & Co., Inc.
Any portion of an officer's compensation attributable to an officer's services
to the Partnership are immaterial. The directors receive no compensation from
any entity. The Corporate General Partner is entitled to a continuing
Partnership Management Fee equal to 7% of net cash flow (as defined in the
Partnership Agreement), of which 2% is subordinated to the receipt by the
Limited Partners of a noncumulative annual cash return equal to 7% of the
average of their adjusted capital contributions (as defined in the Partnership
Agreement). The Corporate General Partner is paid its 5% Partnership Management
Fee annually as cash flow allows. The 2% subordinated fee will not be paid or
accrued until such time as the Limited Partners have received their 7% return
and payment of the fee becomes probable. The General Partners are also entitled
to 3% of Distributable Cash (as defined in the Partnership Agreement) and to
certain expense reimbursements with respect to Partnership operations.

     The General Partners are allowed to collect property disposition fees upon
the sale of acquired properties. This fee is not to exceed the lesser of 50% of
amounts customarily charged in arm's-length transactions by others rendering
similar services for comparable properties or 2.75% of the sale price. The
property disposition fee is subordinate to payments to the limited partners of a
cumulative annual return (not compounded) equal to 7% of their average adjusted
capital balances and to repayment to the limited partners of a cumulative amount
equal to their capital contributions. The fees earned on the sales of Bryn Mawr
Apartments in 1986, Parc Bordeau Apartments in 1988, Williamsburg South
Apartments, Pleasant Run and Castle Dore will not be recorded as a liability in
the Partnership's financial statements until such time as payment is probable,
which is not anticipated to occur.


                                       11
<PAGE>



ITEM 12:    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT

     No person is known to the Partnership to own of record or beneficially more
than five percent (5%) of the Units of Limited Partnership Interest of the
Partnership. Excluding the General Partners' interest in the Partnership ($1,000
initial capital contribution), the General Partners as of December 31, 1999
owned no Units of Limited Partnership Interest.

     Affiliates of the General Partners own of record or beneficially 600 units
of Limited Partnership Interest constituting 3.86% of the Partnership Interest.

ITEM 13:    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     (a) Transactions with Management and Others

     No transactions have occurred between the Partnership and those in the
management of Realmark Properties, Inc. All transactions between the Partnership
and Realmark Properties, Inc. (the Corporate General Partner) and any other
affiliated entities are described in Item 11 of this report and in Notes 6 and 7
to the financial statements.

ITEM 14:    EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND
            REPORTS ON FORM 8-K

     (a) Financial Statements and Schedules.

            FINANCIAL STATEMENTS                                          Page

            (i)       Independent Auditors' Report                        F-1
            (ii)      Independent Auditors' Report for the
                      two fiscal years ended December 31, 1998            F-2
            (iii)     Balance Sheets at December 31, 1999 and 1998        F-3
            (iv)      Statements of Operations for the years ended
                      December 31, 1999, 1998 and 1997                    F-4
            (v)       Statements of Partners' Equity for the
                      years ended December 31, 1999, 1998 and 1997        F-5
            (vi)      Statements of Cash Flows for the years ended
                      December 31, 1999, 1998 and 1997                    F-6
            (vii)     Notes to Financial Statements                       F-8


            FINANCIAL STATEMENT SCHEDULES

            (i)   Schedule III - Real Estate and Accumulated
                  Depreciation                                            F-17

            All other schedules are omitted because they are not applicable or
            the required information is shown in the financial statements or the
            notes thereto.

     (b) Reports on Form 8-K

         None.

                                       12


<PAGE>

     (c) Exhibits

         4.     Instruments defining the rights of security holder, including
                indentures

         (a)    Second Amended and Restated Agreement and Certificate of Limited
                Partnership filed with the Registration Statement of the
                Registrant Form S-11, filed November 21, 1983, and subsequently
                amended incorporated herein by reference.

         10.    Material contracts

         (a)    Property Management Agreement with Realmark Corporation included
                with the Registration Statement of the Registrant as filed and
                amended to date incorporated herein by reference.

         27.    Financial Data Schedule

         (a)    Schedule is included herewith.


                                       13
+<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.

REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP - III



BY:   /s/JOSEPH M. JAYSON                             APRIL 18, 2000
      ----------------------------------       -------------------------------
      JOSEPH M. JAYSON,                                   DATE
      INDIVIDUAL GENERAL PARTNER


     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 and in the capacities and on the dates indicated.


BY:   REALMARK PROPERTIES, INC.
      CORPORATE GENERAL PARTNER



BY:   /s/JOSEPH M. JAYSON                             APRIL 18, 2000
      ----------------------------------       -------------------------------
      JOSEPH M. JAYSON,                                   DATE
      PRESIDENT AND DIRECTOR



      /s/ JUDITH P. JAYSON                            APRIL 18, 2000
      ----------------------------------       -------------------------------
      JUDITH P. JAYSON,                                   DATE
      DIRECTOR



      /s/ MICHAEL J. COLMERAUER                       APRIL 18, 2000
      ----------------------------------       -------------------------------
      MICHAEL J. COLMERAUER                               DATE
      SECRETARY


                                       14
<PAGE>


                          INDEPENDENT AUDITOR'S REPORT

The Partners
Realmark Property Investors Limited Partnership - III:


We have audited the accompanying balance sheet of Realmark Property Investors
Limited Partnership - III as of December 31, 1999, and the related statements of
operations, partners' equity, and cash flows for the year ended December 31,
1999. Our audit also included the financial statement schedule listed in the
index at Item 14. These financial statements and the financial statement
schedule are the responsibility of the General Partners. Our responsibility is
to express an opinion on the financial statements and the financial statement
schedule based on our audit. The financial statements of Realmark Property
Investors Limited Partnership - III for the years ended December 31, 1998 and
1997 were audited by other auditors whose report dated April 23, 1999 expressed
an unqualified opinion on those statements.

We conducted our audit 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 the
General Partners, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements present fairly, in all material
respects, the financial position of Realmark Property Investors Limited
Partnership - III as of December 31, 1999, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles. Also, in our opinion, the financial statement schedule,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.


                                                     Toski, Schaefer & Co., P.C.

Williamsville, New York
March 28, 2000




                                      F-1
<PAGE>



INDEPENDENT AUDITORS' REPORT


The Partners
Realmark Property Investors Limited Partnership-III:

We have audited the accompanying balance sheet of Realmark Property Investors
Limited Partnership-III as of December 31, 1998, and the related statements of
operations, partners' capital (deficit), and cash flows for each of the two
years in the period ended December 31, 1998. Our audits also included the
financial statement schedule listed in the Index at Item 14. These financial
statements and financial statement schedule are the responsibility of the
General Partners. Our responsibility is to express an opinion on the financial
statements and the financial statement schedule based on our audits.

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

In our opinion, such financial statements present fairly, in all material
respects, the financial position of Realmark Property Investors Limited
Partnership-III at December 31, 1998, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 1998 in
conformity with generally accepted accounting principles.  Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly in all material respects
the information set forth therein.

DELOITTE & TOUCHE LLP


Buffalo, New York

April 23, 1999


                                      F-2
<PAGE>

<TABLE>
<CAPTION>

                                        REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                                                           Balance Sheets

                                                     December 31, 1999 and 1998

                           ASSETS                                                         1999                      1998
                           ------                                                     ------------              ------------

Property and equipment, at cost (including assets held for sale, note 3):
<S>                                                                                   <C>                      <C>
         Land                                                                         $    777,709                   777,709
         Buildings and improvements                                                     11,196,329                10,774,134
         Furniture and fixtures                                                            973,753                   973,753
                                                                                      ------------              ------------

                                                                                        12,947,791                12,525,596
         Less accumulated depreciation                                                   6,116,411                 5,772,493
                                                                                      ------------              ------------

                           Net property and equipment                                    6,831,380                 6,753,103

Cash                                                                                       150,836                   387,827
Investments in mutual funds                                                                929,138                 1,390,598
Trade accounts receivable, net of allowance for doubtful accounts
     of $340,735 in 1999 and $203,157 in 1998                                               53,417                     7,812
Accounts receivable - affiliates                                                           119,923                   103,210
Escrow deposits                                                                            322,484                   272,310
Other assets                                                                               156,864                   199,057
                                                                                      ------------              ------------

TOTAL ASSETS                                                                          $  8,564,042                 9,113,917
                                                                                      ============              ============

         LIABILITIES AND PARTNERS' EQUITY

Liabilities:
     Mortgages payable                                                                   4,935,851                 4,970,797
     Accounts payable and accrued expenses                                                 134,675                   150,707
     Accrued interest payable                                                               55,614                    36,249
     Security deposits and prepaid rents                                                   121,218                   118,612
                                                                                      ------------              ------------

                           Total liabilities                                             5,247,358                 5,276,365
                                                                                      ------------              ------------

Partners' equity (deficit):
     General partners                                                                      (55,954)                  (40,328)
     Limited partners                                                                    3,372,638                 3,877,880
                                                                                      ------------              ------------

                           Total partners' equity                                        3,316,684                 3,837,552
                                                                                      ------------              ------------

                           Total liabilities and partners' equity                     $  8,564,042                 9,113,917
                                                                                      ============              ============

See accompanying notes to financial statements.


</TABLE>


                                      F-3

<PAGE>


<TABLE>
<CAPTION>


                                        REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                                                      Statements of Operations

                                            Years ended December 31, 1999, 1998 and 1997


                                                            1999             1998             1997
                                                        -----------      -----------      -----------
Income:
<S>                                                     <C>                <C>              <C>
     Rental                                             $ 2,400,717        2,050,131        2,828,947
     Interest and other                                     314,240          382,167          286,232
                                                        -----------      -----------      -----------

                           Total income                   2,714,957        2,432,298        3,115,179
                                                        -----------      -----------      -----------
Expenses:
     Property operations                                  1,913,810        1,595,748        1,863,882
     Depreciation                                           345,876          227,696          232,606
     Interest:
         To affiliates                                          -             35,048           49,087
         Other                                              489,199          481,870        1,519,897
     Administrative:
         To affiliates                                      229,141          225,110          301,215
         Other                                              257,799          275,151          229,622
                                                        -----------      -----------      -----------

                           Total expenses                 3,235,825        2,840,623        4,196,309
                                                        -----------      -----------      -----------

Loss before allocated loss from joint venture, gain
     on sale of properties and extraordinary gain          (520,868)        (408,325)      (1,081,130)

Allocated loss from joint venture                               -                -           (213,416)

Gain on sale of properties                                      -                -          3,095,376

Extraordinary gain on extinguishment of debt                    -            318,213              -
                                                        -----------      -----------      -----------
                           Net income (loss)            $  (520,868)         (90,112)       1,800,830
                                                        ===========      ===========      ===========

Net income (loss) per limited partnership unit          $    (32.49)           (5.62)          105.38
                                                        ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER OF LIMITED PARTNERSHIP
     units outstanding                                       15,551           15,551           15,551
                                                        ===========      ===========      ===========

See accompanying notes to financial statements.
</TABLE>


                                      F-4
<PAGE>


<TABLE>
<CAPTION>



                                        REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                                                   Statements of Partners' Equity

                                            Years ended December 31, 1999, 1998 and 1997





                                                  GENERAL                 LIMITED PARTNERS
                                                  PARTNERS             UNITS           AMOUNT
                                                  ----------        ----------      ----------

<S>                                               <C>                   <C>          <C>
Balances at December 31, 1996                     $ (199,668)           15,551       2,326,502

Net income                                           162,043               -         1,638,787
                                                  ----------        ----------      ----------

Balances at December 31, 1997                        (37,625)           15,551       3,965,289

Net loss                                              (2,703)              -           (87,409)
                                                  ----------        ----------      ----------

Balances at December 31, 1998                        (40,328)           15,551       3,877,880

Net loss                                             (15,626)              -          (505,242)
                                                  ----------        ----------      ----------

Balances at December 31, 1999                     $  (55,954)           15,551       3,372,638
                                                  ==========        ==========      ==========












See accompanying notes to financial statements

</TABLE>


                                      F-5
<PAGE>


<TABLE>
<CAPTION>

                                        REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                                                     Statements of Cash Flows

                                            Years ended December 31, 1999, 1998 and 1997



                                                                                1999           1998           1997
                                                                             ----------     ----------     ----------
Cash flows from operating activities:
<S>                                                                          <C>            <C>            <C>
     Net income (loss)                                                       $(520,868)       (90,112)     1,800,830
     Adjustments to reconcile net income (loss) to net
         cash used in operating activities:
              Depreciation and amortization                                     375,664        259,676        426,277
              Amortization of mortgage discounts                                    -              -          706,399
              Allocated loss from joint venture                                     -              -          213,416
              Gain on sale of properties                                            -              -       (3,095,376)
              Gain on extinguishment of debt                                        -         (318,213)           -
              (Increase) decrease in:
                  Security deposits                                                 -              -           56,086
                  Trade accounts receivable                                     (45,605)        28,130        (35,873)
                  Other assets                                                   10,447         26,413       (116,369)
              Increase (decrease) in:
                  Accounts payable and accrued expenses                         (16,032)       (41,997)      (673,389)
                  Accrued interest payable                                       19,365       (163,158)        85,233
                  Security deposits and prepaid rents                             2,606        (66,266)      (116,591)
                                                                             ----------     ----------     ----------
                      Net cash used in operating activities                    (174,423)      (365,527)      (749,357)
                                                                             ----------     ----------     ----------
Cash flows from investing activities:
     (Increase) decrease in investments in mutual funds                         461,460      1,117,052     (2,507,650)
     (Increase) decrease in escrow deposits                                     (50,174)       (16,443)           -
     Proceeds from dispositions of properties                                       -              -        4,986,608
     Buyout of investment in joint venture                                          -              -          (55,000)
     Additions to property and equipment                                       (422,195)      (138,234)      (147,142)
                                                                             ----------     ----------     ----------

                      Net cash provided by (used in)
                          investing activities                                  (10,909)       962,375      2,276,816
                                                                             ----------     ----------     ----------

Cash flows from financing activities:

                      INCREASE IN ACCOUNTS RECEIVABLE - AFFILIATES              (16,713)           -              -
     Decrease in accounts payable - affiliates                                      -         (138,917)      (695,651)
                      PROCEEDS FROM MORTGAGE PAYABLE                                -           34,765            -
     Proceeds from mortgage refinancing                                             -              -        5,813,000
     Principal payments at mortgage refinancing                                     -              -       (4,803,977)
     Principal payments at sale of property                                         -              -       (2,240,764)
     Principal payments on mortgages                                            (34,946)      (962,518)      (554,380)
                                                                             ----------     ----------     ----------
                      Net cash used in financing activities                     (51,659)    (1,066,670)    (2,481,772)
                                                                             ----------     ----------     ----------
Net decrease in cash                                                           (236,991)      (469,822)      (954,313)


See accompanying notes to financial statements

</TABLE>


                                      F-6
<PAGE>

<TABLE>
<CAPTION>


              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                      Statements of Cash Flows (Continued)

                  Years ended December 31, 1999, 1998 and 1997



                                                                    1999                1998              1997
                                                                 ---------           ---------           ---------

<S>                                                             <C>                 <C>               <C>
Cash at beginning of year                                          387,827             857,649           1,811,962
                                                                 ---------           ---------           ---------

Cash at end of year                                              $ 150,836             387,827             857,649
                                                                 =========           =========           =========

Supplemental disclosure of cash flow information -
     cash paid during the year for interest                      $ 419,876             613,048           1,227,146
                                                                 =========           =========           =========

</TABLE>






See accompanying notes to financial statements.

                                       F-7
<PAGE>


              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                          Notes to Financial Statements

                        December 31, 1999, 1998 and 1997



(1)   Formation and Operation of Partnership

      Realmark Property Investors Limited Partnership - III (the
          Partnership), a Delaware limited partnership, was formed on November
          18, 1983, to invest in a diversified portfolio of income-producing
          real estate investments, its only industry segment.

      In  February 1984, the Partnership commenced the public offering of units
          of limited partnership interest. Other than matters relating to
          organization, it had no business activities and, accordingly, had not
          incurred any expenses or earned any income until the first interim
          closing of the public offering of limited partnership units, which
          occurred on April 26, 1984. All items of income and expense arose
          subsequent to this date. The maximum offering of the Partnership was
          $20,000,000 (20,000 units). The offer terminated January 31, 1985 with
          gross offering proceeds of $15,551,000 (15,551 units). The general
          partners are Realmark Properties, Inc. (the corporate general partner)
          and Mr. Joseph M. Jayson (the individual general partner). Mr. Joseph
          M. Jayson is the sole shareholder of J.M. Jayson & Company, Inc.
          Realmark Properties, Inc. is a wholly-owned subsidiary of J.M. Jayson
          & Company, Inc. Under the partnership agreement, the general partners
          and their affiliates can receive compensation for services rendered
          and reimbursement for expenses incurred on behalf of the Partnership
          (note 7).

      The partnership agreement also provides that distribution of funds,
          revenues, costs and expenses arising from partnership activities,
          exclusive of any sale or refinancing activities, are to be allocated
          97% to the limited partners and 3% to the general partners. Net income
          or losses and proceeds arising from a sale or refinancing shall be
          distributed first to the limited partners in amounts equivalent to a
          7% return on their average adjusted capital balances, plus an amount
          equal to their capital contributions. The agreement also provides for
          payment of property disposition fees to Realmark Properties. Inc.,
          prior to additional distributions to limited partners in amounts
          equivalent to 5% of their average adjusted capital balances.
          Additional proceeds shall then be allocated to all partners in amounts
          equal to their respective positive capital account balances and the
          remainder, if any, in the ratio of 87% to the limited partners and 13%
          to the general partners. Income and losses from the sale of properties
          is to be allocated first to the limited partners to the extent they
          receive their average adjusted capital balances plus a preferential
          return of 7% and an additional 5%; after this, the income is to be
          allocated 87% to the limited partners and 13% to the general partners.

 (2)   Summary of Significant Accounting Policies

      (a) Basis of Accounting The accompanying financial statements have been
          prepared on the accrual basis of accounting.


                                      F-8
<PAGE>

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Notes to Financial Statements, Continued

(2)   Summary of Significant Accounting Policies, Continued

      (b) Estimates
          The preparation of financial statements in conformity with generally
              accepted accounting principles requires management to make
              estimates and assumptions that affect certain reported amounts and
              disclosures. Accordingly, actual results could differ from those
              estimates.

      (c) Property and Equipment
          Property and equipment are recorded at cost. Depreciation is provided
              for in amounts sufficient to relate the cost of depreciable assets
              to operations over their estimated service lives using the
              straight-line method. The estimated lives of the Partnership's
              assets range from 5 to 25 years. Depreciation expense totaled
              $345,876, $227,696 and $232,606 for the years ended December 31,
              1999, 1998 and 1997, respectively. Improvements are capitalized,
              while expenditures for maintenance and repairs are charged to
              expense as incurred. Upon disposal of depreciable property, the
              appropriate property accounts are reduced by the related costs and
              accumulated depreciation. The resulting gains and losses are
              reflected in the statements of operations. The accelerated cost
              recovery system and modified accelerated cost recovery system are
              used to calculate depreciation expense for tax purposes.

      (d) Cash
          For purposes of reporting cash flows, cash includes money market
              accounts and any highly liquid debt instruments purchased with a
              maturity of three months or less.

      (e) Escrow Deposits
          Escrow deposits represent cash which is restricted for the payment of
              property taxes and insurance in accordance with the mortgage
              agreement.

      (f) Mortgage Costs
          Mortgage costs incurred in obtaining the property mortgage financing
              are recorded at cost less applicable amortization. Amortization is
              being computed using the straight-line method over the life of the
              respective mortgages.

      (g) Rental Income
          Rental income is recognized on the straight line method over the term
              of the lease. Leases for residential properties have terms of one
              year or less. Commercial leases generally have terms of one to
              five years.

      (h) Income Per Limited Partnership Unit
          The income per limited partnership unit is based on the weighted
              average number of limited partnership units outstanding for the
              year.

      (i) Accrued Residential Rent Receivable
          Due to the nature of accrued rent receivable, all such receivables are
              fully reserved at December 31, 1999 and 1998.


                                      F-9
<PAGE>


              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Notes to Financial Statements, Continued

(2)   Summary of Significant Accounting Policies, Continued

      (j) Investments in Mutual Funds
          The investments in mutual funds are stated at fair value, which
              approximates cost.

      (k) Income Taxes
          No  income tax provision has been included in the financial statements
              since profit or loss of the Partnership is required to be reported
              by the respective partners on their income tax returns.

      (l) Comprehensive Income
          ThePartnership has adopted Statement of Financial Accounting Standards
              (SFAS) No. 130, "Reporting Comprehensive Income." SFAS 130
              establishes standards for reporting and display of comprehensive
              income and its components in a full set of general purpose
              financial statements. Comprehensive income is defined as "the
              change in equity of a business enterprise during a period from
              transactions and other events and circumstances from non-owner
              sources." Other than net income (loss), the Partnership has no
              other sources of comprehensive income.

      (m) Segment Information
          SFAS No. 131 - "Disclosures about Segments of an Enterprise and
              Related Information" establishes standards for the way public
              business enterprises report information about operating segments
              and annual financial statements. The Partnership's only operating
              segment is the ownership and operation of income-producing real
              property for the benefit of its partners.

      (n) Accounting Changes and Developments
          In  June 1998, the Financial Accounting Board (FASB) issued Statement
              of Financial Accounting Standards (SFAS) No. 133 - "Accounting for
              Derivative Instruments and Hedging Activities" which establishes
              revised accounting and reporting standards for derivative
              instruments and for hedging activities. It requires that an entity
              measure all derivative instruments at fair value and recognize
              such instruments as either assets or liabilities in the balance
              sheets. The accounting for changes in the fair value of a
              derivative instrument will depend on the intended use of the
              derivative as either a fair value hedge, a cash flow hedge or a
              foreign currency hedge. The effect of the changes in fair value of
              the derivatives and, in certain cases, the hedged items are to be
              reflected in either the statements of operations or as a component
              of other comprehensive income, based upon the resulting
              designation. As issued, SFAS No. 133 was effective for fiscal
              years beginning after June 15, 1999. In June 1999, the FASB issued
              SFAS No. 137 - "Accounting for Derivative Instruments and Hedging
              Activities-Deferral of the Effective Date of FASB Statement No.
              133." SFAS No. 137 defers the effective date of SFAS No. 133 for
              one year to fiscal years beginning after June 15, 2000. Since the
              Partnership does not currently have any derivative instruments or
              hedging activities, management does not believe that SFAS No. 133
              will have a material effect on the Partnership financial
              statements, taken as a whole.


                                      F-10
<PAGE>

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Notes to Financial Statements, Continued

      (o) Reclassifications
          Reclassifications have been made to certain 1998 and 1997 balances in
              order to conform them to the 1999 presentation.

(3)   Acquisition and Dispositions of Rental Property

      In  August 1984, the Partnership acquired a 112 unit apartment complex
          (Bryn Mawr) located in Ypsilanti, Michigan. for a purchase price of
          $1,833,554, which included $134,857 in acquisition fees.

      In  February 1985, the Partnership acquired a 190 unit apartment complex
          (Castle Dore), located in Indianapolis, Indiana for a purchase price
          of $3,711,683, which included $414,279 in acquisition fees.

      In  February 1985, the Partnership acquired a 208 unit apartment complex
          (Parc Bordeaux), located in Indianapolis, Indiana, for a purchase
          price of $3,845,064, which included $371,233 in acquisition fees.

      In  April 1985, the Partnership entered into an agreement and formed
          Inducon Joint Venture Amherst. Under the terms of the joint venture
          agreement, the Partnership supplied capital to acquire the land and
          undertake initial development to the extent of $545,000 in Phase I and
          an additional $275,000 on Phase II.

      In  June 1985, the Partnership acquired a 200 unit apartment complex
          (Williamsburg South Apartments) located in Atlanta, Georgia, for a
          purchase price of $4,764,200, which included $368,745 in acquisition
          fees. In connection with this acquisition, the Partnership obtained
          from the seller a purchase money mortgage in the amount of $3,300,000.

      In  August 1985, the Partnership acquired an office complex containing
          approximately 40,000 net rentable square feet (Perrymont Office
          Building) located in Pittsburgh, Pennsylvania, for a purchase price of
          $2,078,788, which included $168,697 in acquisition fees.

      In  November 1985, the Partnership acquired a 130 unit apartment complex
          (Pleasant Run Farms) located in Cincinnati, Ohio, for a purchase price
          of $3,434,728, which included $267,228 in acquisition fees.

      In  December 1985, the Partnership acquired a 280 unit apartment complex
          (Ambassador Towers, formerly Cedar Ridge) located in Monroeville,
          Pennsylvania for a purchase price of $6,423,391, which included
          $646,424 in acquisition fees.

      In  August 1986, the Partnership sold the Bryn Mawr Apartments for a sale
          price of $3,110,000 which generated a total net gain for financial
          statement purposes of $1,475,313. For income tax purposes, the gain
          was recognized under the installment method.

      In  December 1988, the Partnership sold the Parc Bordeaux Apartments for a
          sale price of $5,300,000 which generated a total net gain for
          financial statement purposes of $2,338,067. For income tax purposes,
          the gain was recognized under the installment method.


                                      F-11
<PAGE>

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Notes to Financial Statements, Continued

(3)   Acquisition and Dispositions of Rental Property, Continued

      In  December 1996, the Partnership sold the Williamsburg South Apartments
          and Pleasant Run Farms Apartments for a sales price of $4,831,000 and
          $3,350,000, respectively, less related fees of $93,000. The sales
          generated a total net gain of $3,501,323 for financial statement
          purposes.

      In  November 1997, the Partnership acquired the remaining 50% interest in
          Inducon Joint Venture Amherst through a buyout of the other joint
          venturer. The Partnership owns 100% of the property.

      In  December 1997, the Partnership sold the Castle Dore Apartments for a
          sales price of $5,160,000, less related fees of approximately
          $174,000. The sale generated a total net gain of $3,095,376 for
          financial statement purposes.

      During the first six months of 1999 (through June 30, 1999), management
          continued its plans to sell the assets of Ambassador Towers. Effective
          July 1, 1999, management discontinued its plans to sell the property,
          as this was determined to be in the best interests of the investors.
          The carrying value of the assets was $3,516,633 at December 31, 1998,
          and the property generated a net loss of $134,630 during the year
          ended December 31, 1998.

      Statement of Financial Accounting Standards No. 121 - "Accounting, for the
          Impairment of Long-lived Assets and for Long-lived Assets to be
          Disposed Of " (the Statement) requires that assets to be disposed of
          be recorded at the lower of carrying value or fair value, less costs
          to sell. The Statement also requires that such assets not be
          depreciated during the disposal period, as the assets will be
          recovered through sale rather than through operations. In accordance
          with this Statement, the long-lived assets of the Ambassador Towers
          are recorded at the carrying amount which is the lower of carrying
          value or fair value less costs to sell, and have not been depreciated
          during the disposal period. Fair value is determined based on
          estimated future cash flows. Depreciation expense, not recorded during
          the disposal period, for the years ended December 31, 1999, 1998 and
          1997 totaled approximately $111,000, $222,000 and $173,000,
          respectively. Management believes that the property's fair value has
          not changed significantly since being classified as held for sale.

(4)   Mortgages Payable

      The Partnership has the following mortgages payable as of December 31,
          1999 and 1998:

      (a) Perrymont
          The outstanding mortgage of $1,259,701 at December 31, 1997 was
              satisfied in April 1998. The satisfaction of the mortgage resulted
              in an extraordinary gain on the extinguishment of debt of $318,213
              or $19.85 per limited partnership unit.

      (b) Ambassador Towers (formerly Cedar Ridge)
          This mortgage provided for payments of interest only through December
              1998. Monthly installments of principal and interest are due
              through maturity at February 1, 2004. The interest rate was 8.275%
              during the first loan year and was adjusted to 8.25% in 1998.


                                      F-12
<PAGE>


              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Notes to Financial Statements, Continued

(4)   Mortgages Payable, Continued
      The mortgage had a balance of $3,117,720 and $3,130,049 at December 31,
          1999 and 1998, respectively.

      (c) Inducon Amherst
           A mortgage with a balance of $1,818,131 and $1,840,748 at December
             31, 1999 and 1998, respectively. The mortgage provides for monthly
             principal and interest payments of $15,250 at a rate of 8.62%. The
             remaining balance is due March 2022.

      The above mortgages are secured by the properties to which they relate.

      The aggregate maturities of mortgages for each of the next five years and
          thereafter, assuming principal payments are not accelerated, are as
          follows:

                           2000                  $   67,781
                           2001                      73,698
                           2002                      80,133
                           2003                      87,129
                           2004                      94,737
                           Thereafter             4,532,373
                                                 ----------

                                                 $4,935,851
                                                 ==========

(5)   Fair Value of Financial Instruments

      Statement of Financial Accounting Standards No. 107 requires disclosure
          about fair value of certain financial instruments. The fair value of
          accounts receivable, accounts payable, accrued expenses, deposit
          liabilities approximate the carrying value due to the short-term
          nature of these instruments.

      Management has estimated, based on current interest rates for similar
          mortgages, that the fair values of the mortgages payable on Ambassador
          Towers and Inducon Amherst approximate $3,260,000 and $1,909,000 at
          December 31, 1999, respectively. The carrying values of the mortgages
          were approximately $3,117,000 and $1,818,000, respectively. The terms
          of these mortgages are described in note 4.

(6)   Investment in Joint Venture

      In  April 1985, the Partnership entered into an agreement and formed
          Inducon Joint Venture Amherst (the Venture), for the primary purpose
          of constructing office/warehouse buildings in Erie County, New York,
          as income-producing property. The site is part of the Amherst Foreign
          Trade Zone. This is U.S. Customs Territory under Federal Supervision
          where foreign and domestic merchandise is brought for storage,
          manufacture, salvage, repair, exhibit, repacking, relabeling, and
          re-export. Under the terms of the joint venture agreement,


                                      F-13
<PAGE>


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                   Notes to Financial Statements, Continued

          the Partnership supplied capital to acquire the land and undertake
          initial development, to the extent of $545,000 in Phase I and an
          additional $275,000 on Phase II.

      The other joint venturer delivered or completed on behalf of the joint
          venture all plans, specifications, maps, surveys, accounting proformas
          for construction, initial leasing and operations, and cost estimates
          with respect to development.

      Ownership of the joint venture was divided equally between the Partnership
          and the other joint venturer. The joint venture agreement provided
          that the Partnership was to be allocated 95% of any income received or
          loss incurred.

(6)   Investment in Joint Venture, Continued

      In  November 1997, the Partnership acquired the interest of Delhurst
          Corporation, the other joint venture partner, for $55,000. The
          Partnership now owns 100% of the Inducon Amherst property. The results
          of the property's operations for the period January 1, 1997 through
          October 31, 1997 were allocated in accordance with the joint venture
          agreement.

(7)   Related Party Transactions

   (a)   Accounts Receivable - Affiliates
         Accounts receivable from affiliates totaled $119,923 and $103,210 at
             December 31, 1999 and 1998, respectively. Accounts receivable from
             affiliates are due upon demand.

   (b)   Interest Expense to Affiliates
         Interest charged on amounts due affiliates totaled $35,048 and $49,087
             for the years ended December 31, 1998 and 1997, and was calculated
             at a rate of 11% of the average balance. Amounts payable to
             affiliates were repaid during 1998.

   (c)   Management Fees
         Management fees for the properties are paid to an affiliate of the
             general partners. The management agreement provides for 5% of gross
             monthly receipts of the properties to be paid as fees for
             administering the operations of the properties. These fees totaled
             $120,563, $104,553 and $150,726 for the years ended December 31,
             1999, 1998 and 1997, respectively.

   (d)   Computer Service Charges
         Computer service charges for the Partnership are paid or accrued to an
             affiliate of the general partners. The fee is based upon the number
             of apartment units and totaled $4,740, $5,340 and $8,640 for the
             years ended December 31, 1999, 1998 and 1997, respectively.

   (e)   Other Expenses
         Pursuant to the terms of the partnership agreement, the corporate
             general partner charged the Partnership for reimbursement of
             certain costs and expenses incurred by the corporate general
             partner and its affiliates in connection with the administration of
             the Partnership and for other direct Partnership expenses. These
             charges were for the Partnership's allocated share of such costs
             and expenses which include payroll, legal, rent, depreciation,
             printing, mailing, travel, and communication costs related to
             partnership accounting, partner communication and relations,
             property marketing, and refinancing and are included in property
             operations. Additionally, partnership accounting and portfolio
             management fees, investor services fees and brokerage fees are
             allocated based on total assets, number of partners and number of
             units, respectively. Such charges totaled $103,838, $115,217 and $
             141,849, for the years ended December 31, 1999, 1998 and 1997,
             respectively.

                                      F-14
<PAGE>

(7)   Related Party Transactions, Continued

   (f)   Property Disposition Fees
         According to the terms of the partnership agreement, the general
             partners are allowed to collect property disposition fees upon the
             sale of acquired properties. This fee is not to exceed the lesser
             of 50% of amounts customarily charged in arm's-length transactions
             by others rendering similar services for comparable properties, or
             2.75% of the sales price. The property disposition fee is
             subordinate to payments to the limited partners of a cumulative
             annual return (not compounded) equal to 7% of their average
             adjusted capital balances and to repayment to the limited partners
             of an amount equal to their capital contributions. The general
             partners have not to date received a disposition fee on the sale of
             the Bryn Mawr Apartments or Parc Bordeaux, as the limited partners
             of the Partnership have not received a return of 7% on their
             average adjusted capital or their original capital as defined in
             the partnership agreement. The fee earned in the sale of the Bryn
             Mawr Apartments, Parc Bordeaux Apartments, Williamsburg South
             Apartments, Pleasant Run Apartments and Castle Dore Apartments will
             not be recorded as liabilities in the partnership financial
             statements until such time as payment is probable.

   (g)   Partnership Management Fees
         The corporate general partner is entitled to a continuing partnership
             management fee equal to 7% of net cash flow (as defined in the
             partnership agreement), of which 2% is subordinated to the receipt
             by the limited partners of a non-cumulative annual cash return
             equal to 7% of the average of their adjusted capital contributions
             (as defined in the partnership agreement). The corporate general
             partner is paid its 5% partnership management fee annually as cash
             flow allows. The 2% subordinated fee will not be paid or accrued
             until such time as the limited partners have received their 7%
             return and payment of the fee becomes probable. No fee was paid for
             the years ended December 31, 1999, 1998 and 1997.

(8)   Leases

   In connection with its commercial properties, the Partnership has entered
      into lease agreements with terms of one to five years. Minimum future
      rentals to be received for each of the next five years under noncancelable
      operating leases are as follows:

                  2000                                   $ 455,865
                  2001                                     389,584
                  2002                                     293,610
                  2003                                     168,733
                  2004                                      65,571
                                                         ---------
                                                         $1,373,363
                                                         ==========


                                      F-15
<PAGE>

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Notes to Financial Statements, Continued


(9)   Income Taxes

      The tax returns of the Partnership are subject to examination by federal
          and state taxing authorities. Under federal and state income tax laws,
          regulations and rulings, certain types of transactions, may be
          accorded varying interpretations and, accordingly, reported
          Partnership amounts could be changed as a result of any such
          examination.

      The reconciliation of partners' deficit for the years ended December 31,
          1999, 1998 and 1997, as reported in the balance sheets and as reported
          for tax return purposes, is as follows:

<TABLE>
<CAPTION>


                                                                                 1999                  1998              1997
                                                                              -----------          -----------          -----------

<S>                                                                           <C>                    <C>                  <C>
Partners' equity - balance sheets                                             $ 3,316,684            3,837,552            3,927,664
Add to (deduct from):
    Accumulated difference in depreciation                                     (4,370,190)          (4,269,360)          (4,386,495)
    Accumulated amortization of mortgage
        discounts                                                                  77,418               77,418               77,418
    Syndication fees and selling expenses                                       1,842,060            1,842,060            1,842,060
    Gain on sale of properties                                                  1,009,847            1,009,847            1,009,847
    Other nondeductible expenses/non taxable
        income                                                                   (326,749)            (326,749)              72,725
    Difference in book and tax depreciable cost
        basis                                                                     915,085              915,085              915,085
    Difference in book and tax basis of
        investments                                                              (596,400)            (596,400)            (596,400)
    Other                                                                         (69,286)             (69,286)             (69,286)
                                                                              -----------          -----------          -----------
PARTNERS' EQUITY - TAX RETURN PURPOSES                                        $ 1,798,469            2,420,167            2,792,618
                                                                              ===========          ===========          ===========

     The reconciliation of net income (loss) for the years ended December 31,
         1999, 1998 and 1997, as reported in the statements of operations, and
         as would be reported for tax return purposes is as follows:

                                                                                 1999                 1998                  1997
                                                                              -----------          -----------          -----------

Net income (loss) - statements of operations                                  $  (520,868)             (90,112)           1,800,830
Add to (deduct from):
    Difference in depreciation                                                   (100,830)             117,135             (151,699)
    Difference in gain on sale of properties                                          -                    -                860,302
    Non-deductible expenses/non taxable income                                        -               (399,474)            (487,362)
    Difference in loss of joint venture                                               -                    -                113,173
                                                                              -----------          -----------          -----------

         Net income (loss) - tax return purposes                              $  (621,698)            (372,451)           2,135,244
                                                                              ===========             ========            =========

</TABLE>



                                      F-16
<PAGE>

<TABLE>
<CAPTION>



                                                                    SCHEDULE III

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Real Estate and Accumulated Depreciation

                                December 31, 1999




                                                 Initial Cost to                              Gross amounts at which
                                                   Partnership                 Cost           Carried at Close of Period
                                                ----------------            Capitalized       --------------------------
 Property                                                                  Subsequent to
Description                 Encumbrances      Land           Buildings      Acquisition        Land          Buildings
-------------------        -------------    ----------      ----------      -----------     ----------      ----------

<S>                         <C>                <C>           <C>               <C>             <C>           <C>
Perrymont Office
     Building
     Pittsburgh, PA         $        -         100,000       1,978,788         527,975         100,000       2,506,763

Ambassador Towers
     (formerly Cedar
     Ridge Apts )
Monroeville, PA              3,117,720         500,000       5,001,729         321,105         500,000       5,322,834

Inducon Amherst
     Amherst, NY             1,818,131         177,709             -         3,366,732         177,709       3,366,732
                            ----------      ----------      ----------      ----------      ----------      ----------
                            $4,935,851         777,709       6,980,517       4,215,812         777,709      11,196,329
                            ==========      ==========      ==========      ==========      ==========      ==========


</TABLE>

<TABLE>
<CAPTION>



                                                                    SCHEDULE III

              REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                    Real Estate and Accumulated Depreciation

                                December 31, 1999

(continued)


                                                                                                   Life
                                                                                                 on which
                                                                                               depreciation
                                                                                                 in latest
                                                                                                statement of
 Property                                    Accumulated          Date of         Date           operations
description                  Total           Depreciation      Construction     Acquired         is Computed
-----------                ------------      ------------      ------------   -------------      -----------

<S>                          <C>                <C>                <C>                <C>        <C>
Perrymont Office
     Building
     Pittsburgh, PA          2,606,763          1,146,234          8/85               8/85       25 years

Ambassador Towers
     (formerly Cedar
     Ridge Apts )
Monroeville, PA              5,822,834          2,379,332         12/85              10/85       25 years

Inducon Amherst
     Amherst, NY             3,544,441          1,599,632          4/85               4/85       25 years
                                                                ----------         ----------    ---------
                            11,974,038         5,125,198
                            ==========         =========




</TABLE>

                                      F-17
<PAGE>


<TABLE>
<CAPTION>


                                                                                                SCHEDULE III, CONT.


                                        REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP - III

                                              Real Estate and Accumulated Depreciation

                                                          December 31, 1999

(1) Cost for Federal income tax purposes is $11,974,038.

(2) A reconciliation of the carrying amount of land, buildings and
    improvements as of December 31, 1999, 1998 and 1997 is as follows:

                                                                       1999                1998              1997
                                                                ----------------       ----------        ----------
<S>                                                             <C>                   <C>               <C>

     Balance at beginning of year                               $     11,551,843       11,427,527        10,967,459
     Additions                                                           422,195          124,316         3,660,348
     Dispositions                                                        -                 -             (3,200,280)
                                                                ----------------       ----------        ----------

     Balance at end of year                                     $     11,974,038       11,551,843        11,427,527
                                                                ================       ==========        ==========



 (3) A reconciliation of accumulated depreciation for the years ended
     December 31, 1999, 1998 and 1997 is as follows:

                                                                      1999                1998              1997
                                                                ----------------       ----------        ----------

    BALANCE AT BEGINNING OF YEAR                                $      4,815,825        4,593,221         4,371,230

     Depreciation expense                                                309,373          222,604           202,212
     Additions of joint ventures                                        -                -                1,328,827
     Dispositions                                                       -                -               (1,309,048)
                                                                ----------------       ----------        ----------

     Balance at end of year (4)                                 $      5,125,198        4,815,825         4,593,221
                                                                ================       ==========        ==========

(4) Balances applies entirely to buildings.


</TABLE>






                                      F-18