FORM 10-KSB-ANNUAL OR TRANSITIONAL REPORT UNDER
                              SECTION 13 OR 15(D)

                                  FORM 10-KSB

(Mark One)
[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
     1934 [No Fee Required]

                  For the fiscal year ended December 31, 1997

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 [No Fee Required]

                 For the transition period from              to

                         Commission file number 0-13192

                      ANGELES INCOME PROPERTIES, LTD. III
                 (Name of small business issuer in its charter)

           California                                      95-3903984
(State or other jurisdiction of                         (I.R.S. Employer
Identification No.)                              Incorporation or organization)

One Insignia Financial Plaza, P.O. Box 1089
      Greenville, South Carolina                              29602
(Address of principal executive offices)                   (Zip Code)

                  Issuer's telephone number   (864)  239-1000

         Securities registered under Section 12(b) of the Exchange Act:

                                      None

         Securities registered under Section 12(g) of the Exchange Act:

                           Limited Partnership Units
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [X]

State issuer's revenues for its most recent fiscal year. $1,888,000.

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of a specified date within the past 60 days.  Market value
information for the Registrant's partnership interests is not available.  Should
a trading market develop for these interests, it is the Managing General
Partner's belief that the aggregate market value of the voting partnership
interests would not exceed $25,000,000.

                                      PART I

ITEM 1. DESCRIPTION OF BUSINESS

Angeles Income Properties, Ltd. III (the "Partnership" or "Registrant") is a
publicly-held limited partnership organized under the California Uniform Limited
Partnership Act pursuant to a Certificate and Agreement of Limited Partnership
dated May 26, 1983, as amended (hereinafter referred to as "the Agreement").
The Partnership's managing general partner is Angeles Realty Corporation II
("ARC II" or the "Managing General Partner"), a California corporation and
wholly-owned subsidiary of MAE GP Corporation ("MAE GP").  Effective February
25, 1998, MAE GP was merged into Insignia Properties Trust ("IPT"), which is an
affiliate of Insignia Financial Group ("Insignia").  Thus the Managing General
Partner is now a wholly-owned subsidiary of IPT.  The Elliott Accommodation
Trust and the Elliott Family Partnership, Ltd.,  California limited
partnerships, are the Non-Managing General Partners.  The Managing General
Partner and the Non-Managing General Partners are herein collectively referred
to as the "General Partners".

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the Managing
General Partner of the Partnership.

The Partnership, through its public offering of Limited Partnership Units, sold
86,920 units aggregating $43,460,000.  The General Partners contributed capital
in the amount of $1,000 for a 1% interest in the Partnership.  Holders of
Limited Partnership Units shall hereinafter be referred to as "Limited Partners"
and together with the General Partners, referred to as the "Partners".

The Partnership was formed for the purpose of acquiring fee and other forms of
equity interests in various types of real property. The Managing General Partner
intends to maximize the operating results and, ultimately, the net realizable
value of each of the Partnership's properties in order to achieve the best
possible return for the partners.  Such results may best be achieved through
property sales, refinancings, debt restructurings or relinquishment of the
assets. The Partnership intends to evaluate each of its holdings periodically to
determine the most appropriate strategy for each of the assets.

The Partnership has no full time employees.  The Managing General Partner is
vested with full authority as to the general management and supervision of the
business and affairs of the Partnership.  Limited Partners and the Non-Managing
General Partners have no right to participate in the management or conduct of
such business and affairs.  Insignia Residential Group, L.P., an affiliate of
Insignia, provides property management services to each of the Partnership's
investment properties.

The business in which the Partnership is engaged is highly competitive, and the
Partnership is not a significant factor in its industry.  Each of its apartment
and commercial properties is located in or near a major urban area and,
accordingly, competes for rentals not only with similar apartment and commercial
properties in its immediate area but with hundreds of similar apartment and
commercial properties throughout the urban area.  Such competition is primarily
on the basis of location, rents, services and amenities.  In addition, the
Partnership competes with significant numbers of individuals and organizations
(including similar partnerships, real estate investment trusts and financial
institutions) with respect to the sale of improved real properties, primarily on
the basis of the prices and terms of such transactions.


ITEM 2. DESCRIPTION OF PROPERTIES

The following table sets forth the Registrant's investments in properties:


Property                 Purchase     Type of Ownership          Use

Poplar Square Shopping   05/15/85   Fee ownership - subject   Commercial
 Center                             to a first mortgage       118,474 sq.ft.
 Medford, Oregon

Lake Forest Apartments   06/27/84   Fee ownership             Residential Rental
 Brandon, Mississippi                                         136 units

The Partnership had a 33.3% investment in Northtown Mall Partners ("Northtown").
On May 12, 1997, Northtown sold its only investment property, Northtown Mall, to
an affiliate of the lender (See "Note F" of the financial statements included in
"Item 7.")

SCHEDULE OF PROPERTIES:
(dollar amounts in thousands)


                      Carrying    Accumulated                          Federal
Property               Value      Depreciation     Rate     Method    Tax Basis

Poplar Square
Shopping Center     $  9,749      $  6,658      5-20 yrs      S/L     $ 4,853

Lake Forest
 Apartments            4,741         2,597      5-40 yrs      S/L       1,932

                    $ 14,490      $  9,255                            $ 6,785

See "Note A" of the financial statements included in "Item 7." for a description
of the Partnership's depreciation policy.


SCHEDULE OF MORTGAGES:
(dollar amounts in thousands)


                     Principal                                     Principal
                     Balance At                                     Balance
                    December 31,  Interest    Period    Maturity     Due At
Property                1997        Rate     Amortized    Date      Maturity

Poplar Square
Shopping Center
 First mortgage     $  3,755        9.2%      25 yrs.  11/01/06   $  3,167


Average annual rental rates and occupancy for 1997 and 1996 for each property:


                                     Average Annual         Average Annual
                                      Rental Rates             Occupancy
Property                          1997          1996        1997     1996

Poplar Square Shopping Center  $6.76/sq.ft.  $6.62/sq.ft.    93%      96%

Lake Forest Apartments         6,399/unit    6,223/unit      93%      92%

As noted under "Item 1. Description of Business", the real estate industry is
highly competitive.  All of the properties of the Partnership are subject to
competition from other residential apartment complexes and commercial buildings
in the area.  The Managing General Partner believes that all of the properties
are adequately insured. The multi-family residential property's lease terms are
for one year or less.  No residential tenant leases 10% or more of the available
rental space.

Poplar Square's leases have original terms varying from 3-10 years and expire on
various dates through 2003.  The following is a schedule of the lease
expirations for the years 1998-2003:




   Poplar Square      Number of                              % of Gross
  Shopping Center    Expirations   Square Feet  Annual Rent  Annual Rent

       1998               1             675    $   6,683        .80%
       1999               5          14,320      139,826      16.74%
       2000               5          35,545      227,380      27.22%
       2001               2          29,475      219,083      26.23%
       2002               5          27,611      211,679      25.34%
       2003               1           2,550       30,600       3.67%

The following schedule reflects information on tenants occupying 10% or more of
the leasable square footage of Poplar Square Shopping Center:


                        Square Footage    Annual Rent
Nature of Business          Leased      Per Square Foot   Lease Expiration

Clothes Retailer           22,395        $  7.10             01/31/01

Fabric Retailer            19,980           5.40             01/31/00

Fitness Gym                14,892           6.08             02/28/02

Craft Retailer             12,015           6.99             12/31/00


Real estate taxes and rates in 1997 for each property were:

                                          1997            1997
                                         Billing          Rate
                                     (in thousands)

Poplar Square Shopping Center (1)         $100            1.39%

Lake Forest Apartments                      38            1.59%

(1) The fiscal property tax year for this property, which ends in June, is
    different than the Partnership's fiscal year.

ITEM 3.     LEGAL PROCEEDINGS

The Registrant is unaware of any pending or outstanding litigation that is not
of a routine nature.  The Managing General Partner of the Registrant believes
that all such pending or outstanding litigation will be resolved without a
material adverse effect upon the business, financial condition, or operations of
the Partnership.

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

The security holders of the Registrant did not vote on any matter during the
fiscal year covered by this report.

                                    PART II

ITEM 5.  MARKET FOR THE PARTNERSHIP'S COMMON EQUITY AND RELATED SECURITY HOLDER
         MATTERS

The Partnership, a publicly-held limited partnership, sold 86,920 Limited
Partnership Units during its offering period through March 7, 1984, and
currently has 86,778 Limited Partnership Units outstanding and 3,493 Limited
Partners of record.  There is no intention to sell additional Limited
Partnership Units nor is there an established market for these units.  During
1996, the number of Limited Partnership Units decreased by 40 units due to
limited partners abandoning their units.  In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment.

During the year ended December 31, 1997, the Partnership distributed
approximately $1,584,000 to the Limited Partners and $16,000 to the General
Partners.  There were no distributions during the year ended December 31, 1996.
Future distributions will depend on the levels of net cash generated from
operations, refinancings, property sales, and the availability of cash reserves.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS

This item should be read in conjunction with the consolidated financial
statements and other items contained elsewhere in this report.

Results of Operations

The Partnership recognized net income of approximately $6,738,000 for the year
ended December 31, 1997, as compared to net loss of approximately $1,075,000 for
the year ended December 31, 1996.  The increase in net income for the year ended
December 31, 1997 is due primarily to the equity in income and extraordinary
gain of the joint venture, as a result of the gains realized on the sale of
Northtown Mall in the second quarter of 1997 (See "Note F" of the financial
statements included in "Item 7.").  For the year ended December 31, 1997, versus
the year ended December 31, 1996, loss before equity in income (loss) and
extraordinary gain of the joint venture decreased due to an increase in rental
income, partially offset by an increase in total expenses.

Despite a drop in occupancy at Poplar Square Shopping Center, rental income
increased during the year ended December 31, 1997, as compared to the year ended
December 31, 1996, due to an increase in average annual rental rates at both
investment properties and an increase in average occupancy at Lake Forest
Apartments.  Contributing to the overall increase in expenses was an increase in
operating expense.  Operating expense increased at Lake Forest Apartments due to
an exterior painting project and other various exterior building improvements
undertaken in an effort to improve the appearance of the property. Partially
offsetting this increase in overall expenses was a decrease in general and
administrative expenses due to a decrease in reimbursements for services of
affiliates, excluding construction oversight costs associated with the ongoing
improvements at Lake Forest Apartments.  Also, interest expense decreased due to
the refinancing of the mortgage debt secured by Poplar Square Shopping Center in
November 1996.  This debt was refinanced at a lower interest rate.

On May 12, 1997, the Joint Venture in which the Partnership owned a 33.3%
interest sold Northtown Mall, its only investment property, to an affiliate of
the lender. The sale resulted in net proceeds of approximately $1,200,000, after
payment of closing costs, and the gain on the sale amounted to approximately
$16,243,000.  The Partnership's pro-rata share of this gain is included in
"Equity in income of joint venture" in the accompanying statement of operations.
As a result of the sale, mortgage debt in the amount of approximately $8,711,000
was forgiven and unamortized loan costs in the amount of approximately
$1,327,000 were written off.  This resulted in an extraordinary gain on
extinguishment of debt of approximately $7,384,000 of which the Partnership's
share was approximately $2,459,000.  The Partnership's pro-rata share of this
gain is included in "Equity in extraordinary gain on debt extinguishment".  The
economic closing of the sale of Northtown Mall is as of April 1, 1997, at which
time the Joint Venture was released from the mortgage note of approximately
$51,326,000.

Included in operating expense for the year ended December 31, 1997, is
approximately $169,000 of major repairs and maintenance comprised of parking lot
seal-coating and repairs, exterior building improvements, and exterior painting.
For the year ended December 31, 1996, approximately $57,000 of major repairs and
maintenance, comprised of exterior building improvements and parking lot
resurfacing, is included in operating expense.

As part of the ongoing business plan of the Partnership, the Managing General
Partner monitors the rental market environment of each of its investment
properties to assess the feasibility of increasing rents, maintaining or
increasing occupancy levels and protecting the Partnership from increases in
expenses.  As part of this plan, the Managing General Partner attempts to
protect the Partnership from the burden of inflation-related increases in
expenses by increasing rents and maintaining a high overall occupancy level.
However, due to changing market conditions, which can result in the use of
rental concessions and rental reductions to offset softening market conditions,
there is no guarantee that the Managing General Partner will be able to sustain
such a plan.

Capital Resources and Liquidity

At December 31, 1997, the Partnership held cash and cash equivalents of
approximately $1,081,000 compared to approximately $1,371,000 at December 31,
1996.  The net decrease in cash for the years ended December 31, 1997, and 1996
was approximately $290,000 and $517,000, respectively.  Net cash provided by
operating activities increased due to an increase in net income and an increase
in other liabilities due to the timing of payments. Net cash provided by
investing activities increased due to collection on advances of approximately
$1,067,000 in 1997, from the joint venture as a result of the distribution of
the remaining cash after the sale of Northtown Mall, compared to advances made
to the Joint Venture of approximately $721,000 in 1996.  Partially offsetting
the collection of cash from the joint venture was an increase in cash used for
property improvements and replacements at Lake Forest Apartments. Net cash used
in financing activities increased due to the distribution to the partners during
the fourth quarter of 1997.  The mortgage indebtedness secured by the Poplar
Square Shopping Center was refinanced in November 1996. As a result of the
refinance, the monthly payments to service this debt decreased causing a
decrease in payments on the mortgage note payable.

On October 31, 1996, the Partnership, through its 99% owned subsidiary (Poplar
Square AIP III, L.P.), refinanced the mortgage debt secured by Poplar Square
Shopping Center. The previous indebtedness matured in June 1996.  The new
mortgage, in the principal amount of $3,800,000, carries a stated interest rate
of 9.2% and matures November 2006.  The Partnership paid off debt and related
accrued interest of approximately $3,435,000 at closing.  The remainder of the
proceeds from the refinance were used to pay closing costs, fund tax and
insurance escrows and fund repair and replacement reserves.

The sufficiency of existing liquid assets to meet future liquidity and capital
expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and other operating needs of the Partnership.  Such assets are currently
thought to be sufficient for any near-term needs of the Partnership.  The
mortgage indebtedness of approximately $3,755,000, which is secured by the
Poplar Square Shopping Center investment property, matures in November 2006.
Future cash distributions will depend on the levels of net cash generated from
operations, property sales and the availability of cash reserves.  In November
1997, the General Partner declared and paid distributions of approximately
$1,584,000 to the Limited Partners ($18.25 per Limited Partnership Unit) and
approximately $16,000 to the General Partners attributable primarily to cash
flow from the sale of Northtown Mall.  During the year ended December 31, 1996,
there were no distributions paid.  Future distributions will depend on the
levels of net cash generated from operations, refinancings, property sales, and
the availability of cash reserves.

Year 2000

The Partnership is dependent upon the Managing General Partner and Insignia for
management and administrative services.  Insignia has completed an assessment
and will have to modify or replace portions of its software so that its computer
systems will function properly with respect to dates in the year 2000 and
thereafter (the "Year 2000 Issue").  The project is estimated to be completed
not later than December 31, 1998, which is prior to any anticipated impact on
its operating systems.  The Managing General Partner believes that with
modifications to existing software and conversions to new software, the Year
2000 Issue will not pose significant operational problems for its computer
systems. However, if such modifications and conversions are not made, or are not
completed timely, the Year 2000 Issue could have a material impact on the
operations of the Partnership.

Other

Certain items discussed in this annual report may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995 (the "Reform Act") and as such may involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Partnership to be materially different from any future
results, performance or achievements expressed or implied by such forward-
looking statements.  Such forward-looking statements speak only as of the date
of this annual report.  The Partnership expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statements contained herein to reflect any change in the Partnership's
expectations with regard thereto or any change in events, conditions or
circumstances on which any such statement is based.


ITEM 7.   FINANCIAL STATEMENTS


ANGELES INCOME PROPERTIES, LTD. III


LIST OF FINANCIAL STATEMENTS


   Report of Ernst & Young, LLP, Independent Auditors

   Consolidated Balance Sheet - December 31, 1997

   Consolidated Statements of Operations - Years ended December 31, 1997 and
       1996

   Consolidated Statements of Changes in Partners' (Deficit) Capital - Years
       ended December 31, 1997 and 1996

   Consolidated Statements of Cash Flows - Years ended December 31, 1997 and
       1996

   Notes to Consolidated Financial Statements



              Report of Ernst & Young LLP, Independent Auditors



The Partners
Angeles Income Properties, Ltd. III


We have audited the accompanying consolidated balance sheet of Angeles Income
Properties, Ltd. III as of December 31, 1997, and the related consolidated
statements of operations, changes in partners' (deficit) capital and cash flows
for each of the two years in the period ended December 31, 1997.  These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Angeles Income
Properties, Ltd. III at December 31, 1997, and the consolidated results of its
operations and its cash flows for each of the two years in the period ended
December 31, 1997, in conformity with generally accepted accounting principles.


                                     /S/ ERNST & YOUNG LLP



Greenville, South Carolina
February 25, 1998,
except for Note J, as to which the date is
March 17, 1998


                      ANGELES INCOME PROPERTIES, LTD. III
                           CONSOLIDATED BALANCE SHEET
                        (in thousands, except unit data)

                               December 31, 1997



Assets
  Cash and cash equivalents                                          $   1,081
  Receivables and deposits (net of allowance for
     doubtful accounts of $26)                                             189
  Other assets                                                             319
  Restricted escrows                                                       234
  Investment properties (Notes B and E):
     Land                                                $   1,527
     Buildings and related personal
       property                                             12,963
                                                            14,490
     Less accumulated depreciation                          (9,255)      5,235

                                                                     $   7,058

Liabilities and Partners' Capital
Liabilities
  Accounts payable                                                   $      23
  Tenant security deposits                                                  48
  Accrued taxes                                                             38
  Other liabilities                                                        306
  Mortgage note payable (Notes B and E)                                  3,755
Partners' (Deficit) Capital
  General partners                                       $    (347)
  Limited partners (86,778 units issued
     and outstanding)                                        3,235       2,888

                                                                     $   7,058

          See Accompanying Notes to Consolidated Financial Statements

                      ANGELES INCOME PROPERTIES, LTD. III
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                             Years Ended December 31,
                                                                 1997        1996
<S>                                                         <C>           <C>
Revenues:
   Rental income                                             $  1,802      $  1,675
   Other income                                                    86            97
       Total revenues                                           1,888         1,772

Expenses:
   Operating                                                      737           598
   General and administrative                                     213           237
   Depreciation                                                   671           655
   Interest                                                       363           421
   Property taxes                                                 142           143
       Total expenses                                           2,126         2,054

Loss before equity in income (loss) and extraordinary
 gain on debt extinguishment of joint venture                    (238)         (282)

Equity in income (loss) of joint venture (Note F)               4,517          (793)

Income (loss) before equity in extraordinary
 gain on debt extinguishment of joint venture                   4,279        (1,075)

Equity in extraordinary gain on debt extinguishment (Note F)    2,459            --

       Net income (loss)                                     $  6,738      $ (1,075)

Income (loss) allocated to general partners (1%)             $     67      $    (11)
Income (loss) allocated to limited partners (99%)               6,671        (1,064)

       Net income (loss)                                     $  6,738      $ (1,075)

Net income (loss) per limited partnership unit               $  76.87      $ (12.26)
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                      ANGELES INCOME PROPERTIES, LTD. III
       CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                 (in thousands)




                                  Limited
                                Partnership   General    Limited
                                   Units      Partners   Partners     Total

Original capital contributions    86,920     $       1 $  43,460  $  43,461

Partners' deficit at
   December 31, 1995              86,818          (387)     (788)    (1,175)

Net loss for the year ended
   December 31, 1996                  --           (11)   (1,064)    (1,075)

Abandonment of partnership
  units (Note H)                     (40)           --        --         --

Partners' deficit at
   December 31, 1996              86,778          (398)   (1,852)    (2,250)

Net income for the year ended
  December 31, 1997                   --            67     6,671      6,738

Distributions to partners             --           (16)   (1,584)    (1,600)

Partners' (deficit) capital at
   December 31, 1997              86,778     $    (347)$   3,235  $   2,888

          See Accompanying Notes to Consolidated Financial Statements

                      ANGELES INCOME PROPERTIES, LTD. III
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                                               1997         1996
<S>                                                        <C>        <C>
Cash flows from operating activities:
   Net income (loss)                                        $  6,738   $ (1,075)
   Adjustments to reconcile net income (loss)
     to net cash provided by operating activities
     Equity in (income) loss of joint venture                 (4,517)       793
     Equity in extraordinary gain on debt extinguishment
      of joint venture                                        (2,459)        --
     Depreciation                                                671        655
     Amortization of loan costs and leasing commissions           40         79
   Change in accounts:
     Receivables and deposits                                     19          7
     Other assets                                                (56)       (75)
     Accounts payable                                             (4)        16
     Tenant security deposit liabilities                          --          1
     Property taxes                                               (3)        (3)
     Other liabilities                                           211         (7)

       Net cash provided by operating activities                 640        391

Cash flows from investing activities:
  Property improvements and replacements                        (328)      (169)
  Advances to joint venture                                       --       (721)
  Collection on advances from joint venture                    1,067         --
  Net deposits to restricted escrows                             (27)      (207)

       Net cash provided by (used in) investing activities       712     (1,097)

Cash flows from financing activities:
  Payments on mortgage note payable                              (42)       (48)
  Loan costs paid                                                 --       (161)
  Repayment of mortgage note payable                              --     (3,402)
  Proceeds from new loan                                          --      3,800
  Distributions to partners                                   (1,600)        --

       Net cash (used in) provided by financing activities    (1,642)       189

Net decrease in cash and cash equivalents                       (290)      (517)

Cash and cash equivalents at beginning of year                 1,371      1,888

Cash and cash equivalents at end of year                    $  1,081   $  1,371

Supplemental disclosure of cash flow information:
   Cash paid for interest                                   $    348   $    377
<FN>
          See Accompanying Notes to Consolidated Financial Statements
</FN>
</TABLE>

                      Angeles Income Properties, Ltd. III
                   Notes to Consolidated Financial Statements
                               December 31, 1997

NOTE A - ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Organization:  Angeles Income Properties, Ltd. III (the "Partnership" or
"Registrant") is a California limited partnership organized in May 1983 to
acquire and operate residential and commercial real estate properties.  The
Partnership's managing general partner is Angeles Realty Corporation II ("ARC
II" or the "Managing General Partner"), an affiliate of Insignia Financial
Group, Inc. ("Insignia") and a wholly-owned subsidiary of MAE GP Corporation
("MAE GP"). Effective February 25, 1998, MAE GP was merged into Insignia
Properties Trust ("IPT"), which is an affiliate of Insignia.  Thus the Managing
General Partner is now a wholly-owned subsidiary of IPT.  As of December 31,
1997, the Partnership operates one residential and one commercial property
located in or near major urban areas in the United States.

Principles of Consolidation:  The consolidated financial statements of the
Partnership include its 99% limited partnership interests in Poplar Square AIP
III, L.P. and Poplar Square GP LP.  The Partnership may remove the General
Partner of both Poplar Square AIP III, L.P. and Poplar Square GP LP; therefore,
the partnerships are controlled and consolidated by the Partnership.  All
significant interpartnership balances have been eliminated.

Allocations and Distributions to Partners:  In accordance with the Agreement,
any gain from the sale or other disposition of Partnership assets will be
allocated first to the Managing General Partner to the extent of the amount of
any Incentive Interest (as defined below) to which the Managing General Partner
is entitled.  Any gain remaining after said allocation will be allocated to the
General Partners and Limited Partners in proportion to their interests in the
Partnership; provided that the gain shall first be allocated to Partners with
negative account balances, in proportion to such balances, in an amount equal to
the sum of such negative capital account balances.  The Partnership will
allocate other profits and losses .5% to the Managing General Partner, .5% to
the Non-Managing General Partners, and 99% to the Limited Partners.

Except as discussed below, the Partnership will allocate distributions 1% to the
General Partners and 99% to the Limited Partners.

Upon the sale or other disposition, or refinancing of any asset of the
Partnership, the Distributable Net Proceeds shall be distributed as follows:
(i) First, to the Partners in proportion to their interest until the Limited
Partners have received proceeds equal to their Original Capital Investment
applicable to the property; (ii) Second, to the Partners until Limited Partners
have received distributions from all sources equal to their 6% Cumulative
Distribution, (iii) Third, to the Managing General Partner until it has received
its Brokerage Compensation; (iv) Fourth, to the Partners in proportion to their
interests until the Limited Partners have received distributions from all
sources equal to their additional 2% Cumulative Distribution; and (v)
Thereafter, 85% to the Partners in proportion to their interests and 15%
("Incentive Interest") to the Managing General Partner.

Depreciation:  Depreciation is computed utilizing the straight-line method over
the estimated lives of the investment properties and related personal property.
For Federal income tax purposes, depreciation is computed by using the straight-
line method over an estimated life of 5 to 20 years for personal property and 15
to 40 years for real property.

Cash and Cash Equivalents:  Cash and cash equivalents includes cash on hand and
in banks, money market funds, and certificates of deposit with original
maturities of less than 90 days.  At certain times, the amount of cash deposited
at a bank may exceed the limit on insured deposits.

Investment Properties: Investment properties are stated at cost.  Acquisition
fees are capitalized as a cost of real estate.  The Partnership records
impairment losses on long-lived assets used in operations when events and
circumstances indicate that the assets might be impaired and the undiscounted
cash flows estimated to be generated by those assets are less than the carrying
amounts of those assets.  No adjustments for impairment of value were necessary
for the years ended December 31, 1997 or 1996.

Loan Costs:  Loan costs of approximately $157,000 are included in other assets
in the accompanying balance sheet and are being amortized on a straight-line
basis over the life of the loan.  At December 31, 1997, accumulated amortization
is approximately $20,000.

Lease Commissions: Lease commissions are included in other assets and are being
amortized using the straight-line method over the term of the respective leases.

Fair Value:  The Partnership believes that the carrying amount of its financial
instruments (except for long term debt) approximates their fair value due to the
short term maturity of these instruments.  The fair value of the Partnership's
long term debt, after discounting the scheduled loan payments at an estimated
borrowing rate currently available to the Partnership, approximates its carrying
balance.

Leases: The Partnership generally leases apartment units for twelve-month terms
or less.  Commercial building lease terms are generally for terms of 3 to 10
years. Several tenants have percentage rent clauses which provide for additional
rent upon the tenant achieving certain objectives.  Percentage rent recognized
was approximately $3,000 and $2,000 in 1997 and 1996, respectively.

Tenant Security Deposits:  The Partnership requires security deposits from
lessees for the duration of the lease and such deposits are included in
receivables and deposits. The security deposits are refunded when the tenant
vacates, provided the tenant has not damaged its space and is current on its
rental payments.

Use of Estimates:  The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Reclassifications:  Certain reclassifications have been made to the 1996
balances to conform to the 1997 presentation.

NOTE B -  MORTGAGE NOTE PAYABLE
(in thousands)

The principle terms of the mortgage note payable are as follows:


                     Monthly                         Principal    Principal
                     Payment     Stated               Balance    Balance At
                    Including   Interest  Maturity    Due At    December 31,
Property             Interest     Rate      Date     Maturity       1997

Poplar Square
  Shopping Center
  First mortgage       $ 32       9.2%    11/01/06 $  3,167     $   3,755

On October 31, 1996, the Partnership, through its 99% owned subsidiary (Poplar
Square AIP III, L.P.), refinanced the mortgage debt secured by Poplar Square
Shopping Center. The previous indebtedness had matured in June 1996. The
Partnership paid off the previous mortgage debt and related accrued interest of
approximately $3,435,000 at closing.  The remainder of the proceeds from the
refinance were used to pay closing costs, fund tax and insurance escrows and
fund repair and replacement reserves.

Scheduled principal payments of the mortgage note payable subsequent to December
31, 1997, are as follows (in thousands):

            1998                $     45
            1999                      50
            2000                      54
            2001                      60
            2002                      65
         Thereafter                3,481
                                $  3,755

The mortgage note payable is non-recourse and is secured by pledge of the
Partnership's investment property and by pledge of revenues from the investment
property.

NOTE C - INCOME TAXES

Taxable income or loss of the Partnership is reported in the income tax returns
of its partners.  Accordingly, no provision for income taxes is made in the
financial statements of the Partnership.

The following is a reconciliation of reported net income (loss) and Federal
taxable income (loss):

                                        1997          1996
                                          (in thousands)

Net income (loss) as reported        $ 6,738      $ (1,075)
Add (deduct):
  Depreciation differences                36            31
  Joint venture differences           (1,243)          202
  Other                                   28           (54)

Federal taxable income (loss)        $ 5,559      $   (896)

Federal taxable income (loss)
  per limited partnership unit       $ 60.86      $ (10.23)

The following is a reconciliation between the Partnership's reported amount and
Federal tax basis of net assets and liabilities:


Net assets as reported                       $ 2,888
Land and buildings                             1,912
Accumulated depreciation                        (362)
Syndication and distribution costs             5,807
Other                                            811

Net assets - Federal tax basis               $11,056


NOTE D - TRANSACTIONS WITH AFFILIATED PARTIES

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.

The following payments were made to the Managing General Partner and affiliates
in 1997 and in 1996:

                                                          1997        1996
                                                           (in thousands)

Property management fees (included in                   $  70        $  64
 operating expenses)

Reimbursement for services of affiliates including
approximately $27,000 of construction services
reimbursements for the year ended December 31, 1997
(included in operating and general and
administrative expenses, investment property, and
other assets)                                             197          225

Included in "Reimbursement for services of affiliates" for the years ended
December 31, 1997 and 1996, is approximately $35,000 and $4,000, respectively,
in leasing commissions paid to an affiliate of the Managing General Partner.

Included in "Reimbursement for services of affiliates" in 1996 is a $38,000
brokerage commission paid relating to the refinance of the mortgage secured by
Poplar Square Shopping Center, which was capitalized as a loan cost.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner.  An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the Managing General
Partner who receives payment on these obligations from the agent.  The amount of
the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.

NOTE E - INVESTMENT PROPERTIES AND ACCUMULATED DEPRECIATION

                                            Initial Cost
                                           To Partnership
                                           (in thousands)
                                                                     Cost
                                                     Buildings    Capitalized
                                                   and Related     (Removed)
                                                     Personal    Subsequent to
Description             Encumbrance      Land        Property     Acquisition

Poplar Square
Shopping Center         $  3,755     $    957     $  10,302     $  (1,510)

Lake Forest Apts.             --          657         3,160           924

   Totals               $  3,755     $  1,614     $  13,462     $    (586)


<TABLE>
<CAPTION>
                       Gross Amount At Which Carried
                            At December 31, 1997
                               (in thousands)
                                Buildings
                               And Related
                                Personal               Accumulated     Date     Depreciable
Description           Land      Property      Total    Depreciation  Acquired   Life-Years
<S>               <C>         <C>         <C>          <C>          <C>          <C>
Poplar Square
 Shopping Center   $    870    $   8,879   $   9,749    $   6,658    05/15/85     5-20

Lake Forest
 Apartments             657        4,084       4,741        2,597    06/27/84     5-40

  Totals           $  1,527    $  12,963   $  14,490    $   9,255
</TABLE>

The depreciable lives included above are for the buildings and components.  The
depreciable lives for related personal property are for 3 to 10 years.

Reconciliation of "Investment Properties and Accumulated Depreciation":


                                         Years Ended December 31,
                                            1997           1996
                                              (in thousands)

Investment Properties

Balance at beginning of year             $ 14,162        $  13,993
  Property improvements and
     replacements                             328              169

Balance at end of year                   $ 14,490        $  14,162

Accumulated Depreciation

Balance at beginning of year             $   8,584       $   7,929
  Additions charged to expense                 671             655

Balance at end of year                   $   9,255       $   8,584

The aggregate cost of the real estate for Federal income tax purposes at
December 31, 1997 and 1996, is $16,402,000 and $16,075,000.  The accumulated
depreciation taken for Federal income tax purposes at December 31, 1997 and
1996, is $9,617,000 and $8,982,000.

NOTE F - INVESTMENT IN JOINT VENTURE

The Partnership had a 33.3% investment in Northtown Mall Partners ("Northtown").
On May 12, 1997, Northtown sold its only investment property, Northtown Mall, to
an affiliate of the lender. The sale resulted in net proceeds of approximately
$1,200,000, after payment of closing costs, and the gain on the sale amounted to
approximately $16,243,000.  The Partnership's pro-rata share of this gain is
included in "Equity in income of joint venture" in the accompanying statement of
operations.  As a result of the sale, mortgage debt in the amount of
approximately $8,711,000 was forgiven and unamortized loan costs in the amount
of approximately $1,327,000 were written off.  This resulted in an extraordinary
gain on extinguishment of debt of approximately $7,384,000.  The Partnership's
pro-rata share of this gain is included in "Equity in extraordinary gain on debt
extinguishment" in the accompanying statement of operations.  The economic
closing of the sale of Northtown Mall is as of April 1, 1997, at which time the
Partnership was released from the mortgage note of approximately $51,326,000.
Northtown was liquidated in December, 1997.

The condensed profit and loss statements for Northtown are as follows:

                                                        Northtown
                                                  1997             1996

Revenues                                      $  2,738         $ 10,765
Costs and expenses                              (3,529)         (13,136)

Loss before gain on sale of investment
 property and extraordinary gain on
 extinguishment of debt                           (791)          (2,371)

Gain on sale of investment property             16,243               --
Extraordinary gain on extinguishment
 of debt                                         7,384               --

   Net income (loss)                         $  22,836        $  (2,371)


The Partnership realized equity income from Northtown of approximately
$4,517,000 and equity in extraordinary gain on debt extinguishment of
approximately $2,459,000 for the year ended December 31, 1997.  The Partnership
realized equity loss of approximately $793,000 for the year ended December 31,
1996.

NOTE G - OPERATING LEASES

Tenants of the commercial property are responsible for their own utilities and
maintenance of their space, and payment of their proportionate share of common
area maintenance, utilities, insurance and real estate taxes.  Tenants may be
required to pay a security deposit.  Bad debt expense has been within the
Managing General Partner's expectations.

As of December 31, 1997, the Partnership had minimum future rentals under
noncancellable leases with tenants with initial or remaining terms in excess of
one year as follows (in thousands):


                   1998                     $    822
                   1999                          788
                   2000                          582
                   2001                          323
                   2002                          130
                Thereafter                         6
                                            $  2,651


NOTE H - ABANDONMENT OF LIMITED PARTNERSHIP UNITS

In 1996, the number of Limited Partnership Units decreased by 40 units due to
limited partners abandoning their units.  In abandoning his or her Limited
Partnership Units, a limited partner relinquishes all right, title and interest
in the Partnership as of the date of abandonment.  However, during the year of
abandonment, the limited partner is still allocated his or her share of net
income or loss for that year.  The income or loss per Limited Partnership Unit
in the accompanying Statements of Operations is calculated based on the number
of units outstanding at the beginning of the year.

NOTE I - DISTRIBUTIONS

In November 1997, the Managing General Partner declared and paid distributions
to the Limited Partners of approximately $1,584,000 ($18.25 per Limited
Partnership Unit) and $16,000 to the General Partners, primarily attributable to
cash flow from the sale of Northtown Mall.

NOTE J - SUBSEQUENT EVENT

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the Managing
General Partner of the Partnership.


ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

There were no disagreements with Ernst & Young LLP regarding the 1997 or 1996
audits of the Partnership's financial statements.


                                    PART III



ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
        COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Angeles Realty Corporation II ("ARC II" or the "Managing General Partner"), is a
wholly-owned subsidiary of MAE GP Corporation ("MAE GP").

Effective February 25, 1998, MAE GP was merged into Insignia Properties Trust
("IPT"), which is an affiliate of Insignia Financial Group, Inc. ("Insignia").
Thus the Managing General Partner is now a wholly-owned subsidiary of IPT.

The names of the directors and executive officers of ARC II, their ages and the
nature of all positions with ARC II presently held are as follows:

     Name                                Age               Position

Carroll D. Vinson                        57                President and
                                                           Director

Robert D. Long, Jr.                      30                Vice President and
                                                           Chief Accounting
                                                           Officer

William H. Jarrard, Jr.                  51                Vice President

Daniel M. LeBey                          32                Secretary

Kelley M. Buechler                       40                Assistant Secretary



Carroll D. Vinson has been President and Director of the Managing General
Partner and President of Metropolitan Asset Enhancement, L.P.("MAE") and
subsidiaries since August 1994.  He has acted as Chief Operating Officer of IPT,
since May 1997. During 1993 to August 1994, Mr. Vinson was affiliated with
Crisp, Hughes & Co. (regional CPA firm) and engaged in various other investment
and consulting activities which included portfolio acquisitions, asset
dispositions, debt restructurings and financial reporting. Briefly, in early
1993, Mr. Vinson served as President and Chief Executive Officer of Angeles
Corporation, a real estate investment firm.  From 1991 to 1993, Mr. Vinson was
employed by Insignia in various capacities including Managing Director -
President during 1991.

Robert D. Long, Jr. has been Vice President of the Managing General Partner
since August 1994. Mr. Long joined MAE, an affiliate of Insignia, in September
1993. Since 1994 he has acted as Vice President and Chief Accounting Officer of
the MAE subsidiaries.  Mr. Long was an accountant for Insignia until joining MAE
in 1993. Prior to joining Insignia, Mr. Long was an auditor for the State of
Tennessee and was associated with the accounting firm of Harsman Lewis and
Associates.

William H. Jarrard, Jr. has been Vice President of the Managing General Partner
since December 1992.  He has acted as Senior Vice President of IPT since May
1997. Mr. Jarrard previously acted as Managing Director - Partnership
Administration of Insignia from January 1991 through September 1997 and served
as Managing Director - Partnership Administration and Asset Management of
Insignia from July 1994 until January 1996.

Daniel M. LeBey has been Secretary of the Managing General Partner since January
29, 1998 and Insignia's Assistant Secretary since April 30, 1997.  Since July
1996 he has also served as Insignia's Associate General Counsel. From September
1992 until June 1996, Mr. LeBey was an attorney with the law firm of Alston &
Bird LLP, Atlanta, Georgia.

Kelley M. Buechler has been Assistant Secretary of the Managing General Partner
since December 1992 and Assistant Secretary of Insignia since 1991.

ITEM 10. EXECUTIVE COMPENSATION

No direct form of compensation or remuneration was paid by the Partnership to
any officer or director of ARC II.  The Partnership has no plan, nor does the
Partnership presently propose a plan, which will result in any remuneration
being paid to any officer or director upon termination of employment.  However,
certain fees and other payments have been made to the Partnership's Managing
General Partner and its affiliates, as described in "Item 12. Certain
Relationships and Related Transactions" below.

ITEM 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 1997, no person owned of record more than 5% of Limited
Partnership Units of the Partnership nor was any person known by the Partnership
to own of record and beneficially, or beneficially only, more than 5% of such
securities.

The Partnership knows of no contractual arrangements, the operation of the terms
of which may at a subsequent date result in a change in control of the
Partnership, except for: Article 12.1 of the Agreement, which provides that upon
a vote of the Limited Partners holding more than 50% of the then outstanding
Limited Partnership Units the General Partners may be expelled from the
Partnership upon 90 days written notice.  In the event that successor general
partners have been elected by Limited Partners holding more than 50% of the then
outstanding Limited Partnership Units and if said Limited Partners elect to
continue the business of the Partnership, the Partnership is required to pay in
cash to the expelled General Partners an amount equal to the accrued and unpaid
management fee described in Article 10 of the Agreement and to purchase the
General Partners' interest in the Partnership on the effective date of the
expulsion, which shall be an amount equal to the difference between (i) the
balance of the General Partners' capital account and (ii) the fair market value
of the share of Distributable Net Proceeds to which the General Partners would
be entitled.  Such determination of the fair market value of the share of
Distributable Net Proceeds is defined in Article 12.2(b) of the Agreement.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

No transactions have occurred between the Partnership and any officer or
director of ARC II.

The Partnership has no employees and is dependent on the Managing General
Partner and its affiliates for the management and administration of all
partnership activities.  The Partnership Agreement provides for certain payments
to affiliates for services and as reimbursement of certain expenses incurred by
affiliates on behalf of the Partnership.

The following payments were made to the Managing General Partner and affiliates
in 1997 and in 1996:


                                             1997            1996
                                                (in thousands)

Property management fees                    $  70          $  64

Reimbursement for services of
affiliates including approximately
$27,000 of construction services
reimbursements for the year ended
December 31, 1997                             197            225

Included in "Reimbursement for services of affiliates" for the years ended
December 31, 1997 and 1996, is approximately $35,000 and $4,000, respectively,
in leasing commissions paid to an affiliate of the Managing General Partner.

Included in "Reimbursement for services of affiliates" in 1996 is a $38,000
brokerage commission paid relating to the refinance of the mortgage secured by
Poplar Square Shopping Center, which was capitalized as a loan cost.

For the period from January 1, 1996, to August 31, 1997, the Partnership insured
its properties under a master policy through an agency affiliated with the
Managing General Partner with an insurer unaffiliated with the Managing General
Partner.  An affiliate of the Managing General Partner acquired, in the
acquisition of a business, certain financial obligations from an insurance
agency which was later acquired by the agent who placed the master policy.  The
agent assumed the financial obligations to the affiliate of the Managing General
Partner who receives payment on these obligations from the agent.  The amount of
the Partnership's insurance premiums that accrued to the benefit of the
affiliate of the Managing General Partner by virtue of the agent's obligations
was not significant.

On March 17, 1998, Insignia entered into an agreement to merge its national
residential property management operations, and its controlling interest in
Insignia Properties Trust, with Apartment Investment and Management Company
("AIMCO"), a publicly traded real estate investment trust.  The closing, which
is anticipated to happen in the third quarter of 1998, is subject to customary
conditions, including government approvals and the approval of Insignia's
shareholders.  If the closing occurs, AIMCO will then control the Managing
General Partner of the Partnership.

                                    PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K

      (a) Exhibits required by Item 601 of Regulation S-B:  Refer to Exhibit
          Index.

      (b) Reports on Form 8-K: None.


                                   SIGNATURES


In accordance with Section 13 or 15(d) of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                ANGELES INCOME PROPERTIES, LTD. III
                                A California Limited Partnership)
                                (Registrant)


                           By:   Angeles Realty Corporation II


                           By:   /s/ Carroll D. Vinson
                                 Carroll D. Vinson
                                 President


                           Date: March 24, 1998


In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities on the date
indicated.

/s/ Carroll D. Vinson            President, Director      Date:  March 24, 1998
Carroll D. Vinson


/s/ Robert D. Long, Jr.          Vice President and       Date:  March 24, 1998
Robert D. Long, Jr.              Chief Accounting
                                 Officer

                      ANGELES INCOME PROPERTIES, LTD. III


                                 EXHIBIT INDEX

Exhibit Number                Description of Exhibit

   3.1           Amended Certificate and Agreement of the Limited Partnership
                 file in Form S-11 dated June 2, 1983, which is incorporated
                 herein by reference.

   10.1          Agreement of Purchase and Sale of Real Property with Exhibits
                 - Lake Forest Apartments file in Form 8-K dated June 28, 1984,
                 which is incorporated herein by reference.

   10.3          Agreement of Purchase and Sale of Real Property with Exhibits
                 - Poplar Square Shopping Center filed in Form 8-K dated May
                 15, 1985, which is incorporated herein by reference.

   10.4          Agreement of Purchase and Sale of Real Property with Exhibits
                 - Northtown Mall filed in Form 8-K dated July 15, 1985, which
                 is incorporated herein by reference.

   10.5          General Partnership Agreement of Northtown Partners filed in
                 Form 10-K dated October 31, 1986, which is incorporated herein
                 by reference.

   10.6          Agreement of Purchase and Sale of Real Property with Exhibits
                 - Burlington Mall Partners filed in Form 8-K dated December
                 19, 1985, which is incorporated herein by reference.

   10.7          Agreement of Purchase and Sale of Real Property Exhibits -
                 Moraine-West Carrollton Partners file in Form 8-K dated
                 December 20, 1985, which is incorporated herein by reference.

   10.9          Promissory Note - Burlington Outlet Mall filed in Form 10-K
                 dated December 31, 1989, which is incorporated herein by
                 reference.

   10.10         Agreement of Purchase and Sale of Real Property - Lake
                 Highlander Mobile Home Park filed in Form 8-k dated January
                 10, 1991, which is incorporated herein by reference.

   10.11         Promissory Note - Northtown Mall filed Form 10-K dated
                 December 31, 1990, which is incorporated herein by reference.

   10.12         Stock Purchase Agreement dated November 24, 1992 showing the
                 purchase of 100% of the outstanding stock of Angeles Realty
                 Corporation II by IAP GP Corporation, a subsidiary of MAE GP
                 Corporation, filed in Form 8-K dated December 31, 1992, which
                 is incorporated herein by reference.

   10.13         Agreement of Purchase and Sale of Real Property - Moraine West
                 Carrollton Partners filed in Form 8-K dated July 21, 1994,
                 which was incorporated herein by reference.

   10.14         Foreclosure of Burlington Outlet Mall by lender in the
                 Burlington Outlet Mall Joint Venture.

   10.15         Promissory Note - dated October 31, 1996, between Poplar
                 Square AIP III, L.P., and Union Capital Investments, LLL.

   16.1          Letter from Registrant's former accountant regarding its
                 concurrence with the statements made by the Registrant is
                 incorporated by reference to the Exhibit filed with Form 8-K
                 dated September 1, 1993.

   27            Financial Data Schedule.