UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                     
                                   FORM 10-K


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


                For the fiscal year ended December 31, 1996

OR

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

Commission file number:  0-13341



                         COMMERCIAL PROPERTIES 3, L.P.
                       ----------------------------------
                 (formerly Hutton/GSH Commercial Properties 3)
              Exact name of registrant as specified in its charter
                                     

           Virginia                                      11-2680561
          ---------                                    ---------------
State or other jurisdiction of
incorporation or organization              I.R.S. Employer Identification No.


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

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

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

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


                   UNITS OF LIMITED PARTNERSHIP INTEREST
                              Title of Class


Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                              Yes  X      No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  X

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of Prospectus of Registrant dated December 13, 1983 (included in
Amendment No. 1 to Registration Statement No. 2-85936, of Registrant filed
December 13, 1983) are incorporated by reference to Part III.

Portions of Parts I, II and IV are incorporated by reference to the
Partnership's Annual Report to Unitholders for the year ended December 31, 1996
filed as an exhibit under Item 14.




                                PART I

Item 1.  Business

(a)  General Development of Business

Commercial Properties 3, L.P.  (the "Registrant" or the "Partnership")
(formerly Hutton/GSH Commercial Properties 3), is a Virginia limited
partnership formed on April 19, 1984, of which Real Estate Services VII, Inc.
("RES"), formerly Hutton Real Estate Services VII, Inc. (See Item 10. "Certain
Matters Involving Affiliates"), and HS Advisors III, Ltd. ("HS Advisors"), are
the general partners (the "General Partners").  Commencing December 13, 1983,
the Registrant began offering through E.F. Hutton & Company Inc., a former
affiliate of the Registrant, up to a maximum of 120,000 units of limited
partnership interest (the "Units") at $500 per Unit.  The Units were registered
under the Securities Act of 1933, as amended (the "Act"), under Registration
Statement No. 2-85936, which Registration Statement was declared effective on
December 13, 1983.

The offering of Units was terminated on August 9, 1984.  Upon termination of
the offering, the Registrant had accepted subscriptions for 109,378 Units for
an aggregate of $54,689,000.  After deducting offering costs and initial
working capital reserves, approximately $46,000,000 was available for
investment in real estate.  As of December 31, 1996, $44,995,452 of such
proceeds had been invested in an office and light industrial complex, one
limited partnership and two joint ventures, each of which owns a specific
office building, and $1,093,780 of uncommitted funds were distributed to the
Limited Partners as a return of capital on May 15, 1986. The Registrant also
distributed $437,512 in 1986 and $218,756 in 1985 to the Limited Partners as a
return of capital, which sums represented the excess of the initial working
capital reserves set aside for present and future operating requirements.  To
the extent that funds committed for investment or held as a working capital
reserve have not been expended (and have not otherwise been distributed to the
Limited Partners as a return of capital), the Registrant has invested such
funds in bank certificates of deposit, unaffiliated money market funds or other
highly liquid short-term investments where there is appropriate safety of
principal, in accordance with the Registrant's investment objectives and
policies.

(b) Financial Information About Industry Segment

The Registrant's sole business is the ownership and operation of the
Properties.  All of the Registrant's revenues, operating profit or losses and
assets relate solely to such industry segment.

(c)  Narrative Description of Business

Incorporated by reference to Note 1 "Organization" of the Notes to the
Consolidated Financial Statements in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1996 filed as an exhibit under Item
14.

The Registrant's principal investment objectives with respect to the Properties
(in no particular order of priority) are:

-    Capital appreciation;

-    Distributions of net cash from operations attributable to rental
     income; and

-    Preservation and protection of capital.

-    Equity build-up through principal reduction of mortgage loans, if any,
     on the Properties.

Distributions of net cash from operations will be the Registrant's objective
during its operational phase, while the preservation and appreciation of
capital will be the Registrant's long-term objective. Future distributions will
be made from rental operations with respect to the Registrant's investment in
the Properties, as well as from interest on short-term investments and return
of capital.  The attainment of the Registrant's investment objectives will
depend on many factors, including future economic conditions in the United
States as a whole and, in particular, in the localities in which the
Registrant's Properties are located, especially with regard to achievement of
capital appreciation.

The Registrant expects to sell its Properties at such time or times as it deems
appropriate, taking into consideration such factors as market conditions for
these types of properties, leasing conditions, property cash flow and the
possible risks of continued ownership.  No Property will be sold, financed or
refinanced by the Registrant without agreement of both General Partners.
Proceeds from any future sale, financing or refinancing of the Properties will
not be reinvested but will be distributed to the Limited Partners as a return
of capital, so that the Registrant, in effect, will be self-liquidating.  As
partial payment for Properties sold, the Registrant may receive purchase money
obligations collateralized by mortgages or deeds of trust.  In such cases, the
amount of such obligations will not be included in net proceeds from sale or
refinancing (distributable to the Limited Partners) until and to the extent the
obligations are realized in cash, sold or otherwise liquidated.

(d)  Competition

Incorporated by reference to the section entitled "Property Profiles & Leasing
Update" in the Partnership's Annual Report to Unitholders for the year ended
December 31, 1996 filed as an exhibit under Item 14.

(e)  Employees

The Registrant has no employees.


Item 2.  Properties

Description of Properties and material leases incorporated by reference to the
section entitled "Property Profiles & Leasing Update" and Note 5 "Rental Income
Under Operating Leases" of the Notes to the Consolidated Financial Statements
in the Partnership's Annual Report to Unitholders for the year ended December
31, 1996 filed as an exhibit under Item 14.


Item 3.  Legal Proceedings

The Registrant is presently appealing a $200,000 default judgment in connection
with a legal dispute with a former tenant at the Quorum II Office Building in
Dallas.  Although the Registrant is confident that the Texas Court of Appeals
will dismiss the judgment, the Registrant was forced to purchase a security
bond for the entire amount and if the appeal is not successful then the
Registrant may be forced to pay $200,000 to the tenant in order to satisfy the
judgment.


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

No matter was submitted to a vote of Unitholders during the fourth quarter of
1996.




                               PART II

Item 5.  Market for Registrant's Limited Partnership Units and Related
         Unitholder Matters

(a) Market Information

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

(b) Holders

As of December 31, 1996, the number of holders of Units was 5,411.

(c) Distributions

Cash distributions paid to the Limited Partners for the two years ended
December 31, 1996  and December 31, 1995 are incorporated by reference to the
section entitled "Message to Investors" in the Partnership's Annual Report to
Unitholders for the year ended December 31, 1996 filed as an exhibit under Item
14.


Item 6.  Selected Financial Data

Incorporated by reference to the section entitled "Financial Highlights" in the
Partnership's Annual Report to Unitholders for the year ended December 31,
1996, which is filed as an exhibit under Item 14.


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

Liquidity and Capital Resources

The Partnership had cash and cash equivalents totaling $1,228,502 at December
31, 1996, compared with $2,134,370 at December 31, 1995.  The decrease is due
to the payment of cash distributions to partners totaling $3,078,650 and
additions to real estate assets totaling $386,746 in excess of the $2,559,528
net cash provided by operating activities.  The Partnership had a restricted
cash balance of $232,330 at December 31, 1996, compared with $237,566 at
December 31, 1995.  Tenant security deposits comprise the restricted cash
balance.  Unexpended funds and working capital reserves are invested in
unaffiliated money market funds and interest on such invested balances accrues
to the benefit of the Partnership.

Accounts and rent receivable totaled $40,090 at December 31, 1996 compared to
$64,616 at December 31, 1995.  The decrease is due primarily to the timing of
the receipt of rental payments.  Prepaid leasing costs and other assets totaled
$563,611 at December 31, 1996 compared to $633,476 at December 31, 1995.  The
decrease is primarily due to the amortization of leasing commissions.  Deferred
rent receivable decreased to $205,718 at December 31, 1996 from $230,626 a year
earlier, due to the amortization of deferred rent associated with older leases
at all of the Partnership's properties.

Distribution payable decreased to $338,282 at December 31, 1996 from $563,804
at December 31, 1995 reflecting a decrease in the Partnership's quarterly cash
distribution.

The Registrant declared cash distributions to Limited Partners totaling $25.30
per Unit for the year ended December 31, 1996.  Included in this total is a
cash distribution of $3.00 per Unit for the quarter ended December 31, 1996,
which was paid on February 14, 1997.  The timing and amount of future
distributions will be determined quarterly and will depend on the adequacy of
Partnership cash flow and cash reserve requirements.

On March 15, 1996, based upon, among other things, the advice of legal counsel,
Skadden, Arps, Slate, Meagher & Flom, the General Partners adopted a resolution
that states, among other things, if a Change of Control (as defined below)
occurs, the General Partners may distribute the Partnership's cash balances not
required for its ordinary course day-to-day operations.  "Change of Control"
means any purchase or offer to purchase more than 10% of the Units that is not
approved in advance by the General Partners.  In determining the amount of the
distribution, the General Partners may take into account all material factors.
In addition, the Partnership will not be obligated to make any distribution to
any partner and no partner will be entitled to receive any distribution until
the General Partners have declared the distribution and established a record
date and distribution date for the distribution.

Results of Operations

1996 vs. 1995

Partnership operations resulted in a net income of $567,637 for the year ended
December 31, 1996, compared to a net loss of $3,631,162 in 1995.  The change
from net loss in 1995 to net income in 1996 is primarily attributable to a
$3,928,998 loss recognized in 1995 on the write down of the Quorum II Office
Building to its estimated Fair Value pursuant to the requirements of FAS 121.

Rental income totaled $5,209,134 for the year ended December 31, 1996 compared
to $5,047,528 for the year ended December 31, 1995.  The increase is due to
rental rate increases at three of the Partnership's four properties.  Interest
income totaled $69,645 for the year ended December 31, 1996, compared to
$110,529 for the year ended December 31, 1995.  The decrease is due primarily
to a lower average cash balance in 1996.

Property operating expenses totaled $2,291,679 for the year ended December 31,
1996, relatively unchanged from $2,283,025 for the year ended December 31,
1995.  Depreciation and amortization decreased to $2,074,246 for the year ended
December 31, 1996 from $2,278,567 for the year ended December 31, 1995,
primarily due to a lower depreciable asset base in 1996.  The Partnership
incurred bad debt expense of $33,361 for the year ended December 31, 1996
reflecting the uncollectibility of delinquent rent.  The Partnership incurred
no bad debt expense in 1995.

For the year ended December 31, 1996, net income of $42,140 was allocated to
the co-venturer of Quorum II Office Building.  This allocation resulted from
the property's net income, prior to depreciation expense, being in excess of
net cash distributed from operations.

As of December 31, 1996, lease levels at each of the properties were as
follows: Metro Park Executive Center - 81%; Fort Lauderdale Commerce Center -
85%; Three Financial Centre - 94 %; Quorum II Office Building - 84%.

1995 vs. 1994

Partnership operations resulted in a net loss of $3,631,162 for the year ended
December 31, 1995, compared to net loss of $331,534 for the corresponding
period in 1994.  The increase in net loss was primarily attributable to a
$3,928,998 loss recognized on the write down of  the Quorum II property.  This
write down was recorded on the 1995 Financial Statements only and had no impact
on Limited Partners' tax basis capital accounts.  See Note  2 "Significant
Accounting Policies - Accounting for Impairment", Note 4 "Real Estate
Investments" and Note 7 "Reconciliation of Financial Statement Net Loss to
Federal Income Tax Basis Net Loss" of the Notes to the Consolidated Financial
Statements in the Partnership's Annual Report to Unitholders for the year ended
December 31, 1996 filed as an exhibit under Item 14.

Rental income totaled $5,047,528 for the year ended December 31, 1995 compared
to $4,641,823 for the year ended December 31, 1994.  The increase was due to
higher occupancy and rent escalations at three of the Partnership's four
properties.  Interest income totaled $110,529 for the year ended December 31,
1995, compared to $49,446 for the year ended December 31, 1994.  The increase
was due primarily to a larger average cash balance in 1995.

Property operating expenses totaled $2,283,025 for the year ended December 31,
1995, compared to $2,231,683 for the year ended December 31, 1994.  The
increase was largely due to higher grounds maintenance expense at Fort
Lauderdale Commerce Center.  Depreciation decreased to $2,278,567 for the year
ended December 31, 1995 from $2,388,925 for the year ended December 31, 1994,
primarily due to a lower depreciable asset base in 1995.  The Partnership
incurred bad debt expense of $77,710 for the year ended December 31, 1994
reflecting the uncollectibility of delinquent rent.  The Partnership incurred
no bad debt expense in 1995.

For the year ended December 31, 1995, net income of $50,022 was allocated to
the co-venturer of Three Financial Centre.  This allocation resulted from the
property's net income, prior to depreciation expense, being in excess of net
cash distributed from operations.

As of December 31, 1995, lease levels at each of the properties were as
follows: Metro Park Executive Center - 78%; Fort Lauderdale Commerce Center -
88%; Three Financial Centre - 94 %; Quorum II Office Building - 98%.


Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1996, which is filed as an exhibit under Item 14.


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

None.




                               PART III

Item 10.  Directors and Executive Officers of the Registrant

The Registrant has no officers and directors.  RES and HS Advisors, the General
Partners of the Registrant, jointly manage and control the affairs of the
Registrant and have general responsibility and authority in all matters
affecting its business.

Real Estate Services VII, Inc.

Real Estate Services VII, Inc., is a Delaware corporation formed on August 2,
1982 and is an affiliate of Lehman Brothers Inc. ("Lehman").  See the section
captioned "Certain Matters Involving Hutton Affiliates" below for a description
of the Hutton Group's acquisition by Shearson Lehman Brothers, Inc.
("Shearson") and the subsequent sale of certain of Shearson's domestic retail
brokerage and asset management businesses to Smith Barney, Harris Upham & Co.
Incorporated, which resulted in a change in the general partner's name.  The
names and ages of, as well as the positions held by, the directors and
executive officers of RES are set forth below.  There are no family
relationships between any officer or director and any other officer or
director.

Certain officers and directors of RES are now serving (or in the past have
served) as officers and directors of entities which act as general partners of
a number of real estate limited partnerships which have sought protection under
the provisions of the Federal Bankruptcy Code.  The partnerships which have
filed bankruptcy petitions own real estate which has been adversely affected by
the economic conditions in the markets in which that real estate is located
and, consequently, the partnerships sought the protection of the bankruptcy
laws to protect the partnership's assets from loss through foreclosure.



            Name                   Office

            Rocco F. Andriola      Director, President, Chief Financial Officer
            Kenneth L. Zakin       Director, Executive Vice President
            William Caulfield      Vice President
            Michael Marron         Vice President
            Lawrence M. Ostow      Vice President
            John H. Ng             Vice President
            Moshe Braver           Vice President

Rocco F. Andriola, 38, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996. Since
joining Lehman Brothers in 1986, Mr. Andriola has been involved in a wide range
of restructuring and asset management activities involving real estate and
other direct investment transactions.  From June 1991 through September 1996,
Mr. Andriola held the position of Senior Vice President in Lehman's Diversified
Asset Group.  From June 1989 through May 1991, Mr. Andriola held the position
of First Vice President in Lehman's Capital Preservation and Restructuring
Group.  From 1986-89, Mr. Andriola served as a Vice President in the Corporate
Transactions Group of Shearson Lehman Brothers' office of the general counsel.
Prior to joining Lehman Brothers, Mr. Andriola practiced corporate and
securities law at Donovan Leisure Newton & Irvine in New York.  Mr. Andriola
received a B.A. from Fordham University, a J.D. from New York University School
of Law, and an LL.M in Corporate Law from New York University's Graduate School
of Law.

Kenneth L. Zakin, 49, is a Senior Vice President of Lehman Brothers and has
held such title since November 1988.  He is currently a senior manager in
Lehman Brothers' Diversified Asset Group and was formerly group head of the
Commercial Property Division of Shearson Lehman Brothers' Direct Investment
Management Group responsible for the management and restructuring of limited
partnerships owning commercial properties throughout the United States.  From
January 1985 through November 1988, Mr. Zakin was a Vice President of Shearson
Lehman Brothers Inc.  Mr. Zakin was a director of Lexington Corporate
Properties, Inc. from 1993 to 1996.  He is a member of the Bar of the State of
New York and previously practiced as an attorney in New York City from 1973 to
1984 specializing in the financing, acquisition, disposition, and restructuring
of real estate transactions.  Mr. Zakin is a member of the Real Estate Lender's
Association and is currently an associate member of the Urban Land Institute
and a member of the New York District Council Advisory Services Committee.  He
received a Juris Doctor degree from St. John's University School of Law in 1973
and a B.A. degree from Syracuse University in 1969.

William Caulfield, 37, is a Vice President of Lehman Brothers and is
responsible for investment management of commercial real estate in the
Diversified Asset Group.  Prior to the Shearson/Hutton merger in 1988, Mr.
Caulfield was a Senior Analyst with E.F. Hutton since October 1986 in Hutton's
Partnership Administration Group.  Before joining Hutton, Mr. Caulfield was a
Business Systems Analyst at Eaton Corp. from 1985 to 1986. Prior to Eaton, he
was an Assistant Treasurer with National Westminster Bank USA.  Mr. Caulfield
holds a B.S. degree in Finance from St. John's University and an M.B.A. from
Long Island University - C.W. Post Campus.

Michael Marron, 33, is a Vice President of Lehman Brothers and has been a
member of the Diversified Asset Group since 1990 where he has actively managed
and restructured a diverse portfolio of syndicated limited partnerships.  Prior
to joining Lehman Brothers, Mr. Marron was associated with Peat Marwick
Mitchell & Co. serving in both its audit and tax divisions from 1985 to 1989.
Mr. Marron received a B.S. degree from the State University of New York at
Albany in 1985 and is a Certified Public Accountant.

Lawrence M. Ostow, 29, is a Vice President of Lehman Brothers Inc. and is
responsible for the management of commercial real estate in the Diversified
Asset Group.  Mr. Ostow joined Lehman Brothers in September 1992.  Prior to
that, Mr. Ostow was a Senior Consultant with Arthur Andersen & Co. in the Real
Estate Services Group, beginning in July 1990.  Mr. Ostow is a candidate for an
M.B.A. from the Stern School of Business in 1997 and earned a B.A. degree in
Economics from the University of Michigan in 1990.

John H. Ng, 46, is a Vice President of Lehman Brothers Inc. and has been
employed by Lehman since November 1977.  He is an asset manager of the
Diversified Asset Group of Lehman and has held such position since 1985. From
1980 to 1985, Mr. Ng served as Senior Financial Analyst in the Corporate
Planning and Development Department and from 1977 to 1980 he was an analyst in
the Controller's Department.  Prior to joining Lehman, he served as a Teaching
Assistant in Finance and Economics at the University of Minnesota.  Mr. Ng
received an M.B.A. with a concentration in Corporate Finance from the
University of Minnesota in 1977 and a B.A. magna cum laude in Economics with a
specialization in Monetary Economics from Moorhead State University in 1975.

Moshe Braver, 43, is currently a Managing Director of Lehman Brothers and has
held such position since October 1985.  During this time, he has held positions
with the Business Analysis Group, International and Capital Markets
Administration and currently, with the Diversified Asset Group. Mr. Braver
joined Shearson Lehman Brothers in August 1983 as Senior Vice President.  Prior
to joining Shearson, Mr. Braver was employed by the accounting firm of Coopers
& Lybrand from January 1975 through August 1983 as an Audit Manager.  He
received a Bachelor of Business Administration degree from Bernard Baruch
College in January 1975 and is a Certified Public Accountant.

HS Advisors III, Ltd.

HS Advisors, a California limited partnership formed on August 11, 1982, the
sole general partner of which is Hogan Stanton Investment, Inc. ("HS Inc."), a
wholly-owned subsidiary of Goodman Segar Hogan, Inc.  The names and ages of, as
well as the positions held by, the directors and executive officers of HS Inc.
are as set forth below.  There are no family relationships between or among any
officer and any other officer or director.


      Name                      Office
      Mark P. Mikuta            President
      Donald T. Herrick, Jr.    Vice President and Treasurer
      Julie R. Adie             Vice President and Secretary

Mark P. Mikuta, 43, is Senior Vice President of Goodman Segar Hogan, Inc. and
is Vice President and Controller of Dominion Capital, Inc., a wholly- owned
subsidiary of Dominion Resources.  Mr. Mikuta joined Dominion Resources in
1987.  Prior to joining Dominion Resources, he was an internal auditor with
Virginia Commonwealth University in Richmond, Virginia from 1980 - 1987 and an
accountant with Coopers & Lybrand from 1977 - 1980.  Mr. Mikuta earned a
bachelor of science degree in accounting from the University of Richmond in
1977.  He is a Certified Public Accountant (CPA) and Certified Financial
Planner (CFP) in the state of Virginia and a member of the American Institute
of Certified Public Accountants.

Donald T. Herrick, Jr., 53, is President of Goodman Segar Hogan, Inc.  He is
also President of Dominion Lands, Inc. and Vice President of Dominion Capital,
Inc., both of which are wholly-owned subsidiaries of Dominion Resources, Inc.
Mr. Herrick joined Dominion Resources in 1970.  He earned a Bachelor of
Business Administration degree from the University of Michigan in 1965 and a
Masters of Business Administration from American University in 1969.  Mr.
Herrick has completed all course work towards the M.A.I. designation.

Julie R. Adie, 42, is a Vice President of Goodman Segar Hogan, Inc. and Senior
Vice President of Goodman Segar Hogan Hoffler, L.P. ("GSHH").  She is
responsible for investment management of a commercial real estate portfolio for
the company's Asset Management Division.  Prior to GSHH, Ms. Adie was an asset
manager with Aetna Real Estate Investors from 1986 to 1988.  Ms. Adie practiced
as an attorney from 1978 through 1984 and is currently a member of the Virginia
Bar Association.  She holds a B.A. Degree from Duke University, a Juris Doctor
from University of Virginia and an M.B.A. from Dartmouth College.

Certain Matters Involving Affiliates

On July 31, 1993, Shearson Lehman Brothers Inc. sold certain of its domestic
retail brokerage and asset management businesses to Smith Barney, Harris Upham
& Co. Incorporated ("Smith Barney").  Subsequent to the sale, Shearson Lehman
Brothers Inc. changed its name to Lehman Brothers Inc.  The transaction did not
affect the ownership of the General Partners.  However, the assets acquired by
Smith Barney included the name "Hutton." Consequently, Hutton Real Estate
Services VII, Inc., a General Partner, changed its name to Real Estate Services
VII Inc.  Additionally, effective August 3, 1995, the Partnership changed its
name to Commercial Properties 3, L.P., to delete any reference to "Hutton."

On August 1, 1993, Goodman Segar Hogan ("GSH") transferred all of its leasing,
management and sales operations to Goodman Segar Hogan Hoffler, L.P., a
Virginia limited partnership ("GSHH").  On that date, the leasing, management
and sales operations of a portfolio of properties owned by the principals of
Armada/Hoffler ("HK") were also obtained by GSHH.  The General Partner of GSHH
is Goodman Segar Hogan Hoffler, Inc., a Virginia corporation ("GSHH Inc."),
which has a one percent interest in GSHH.  The stockholders of GSHH Inc. are
GSH with a sixty-two percent stock interest and H.K. Associates, L.P., an
affiliate of HK, with a thirty-eight percent stock interest.  The remaining
interests in GSHH are limited partnership interests owned by GSH, HK and 23
employees of GSHH.  The transaction did not affect the ownership of the general
partners.


Item 11.  Executive Compensation

Neither of the General Partners nor any of their directors and officers
received any compensation from the Registrant.  See Item 13 below with respect
to a description of certain transactions of the General Partners and their
affiliates with the Registrant.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

(a)  Security Ownership of Certain Beneficial Owners

No person (including any "group" as that term is used in Section 13(d)(3) of
the Securities Exchange Act of 1934) is known to the Registrant to be the
beneficial owner of more than five percent of the outstanding Units as of
December 31, 1996.

(b)   Security Ownership of Management

No officer or director of the General Partners beneficially owned or owned of
record directly or indirectly any Units of the Registrant as of December 31,
1996.

(c)  Changes In Control

None.


Item 13.  Certain Relationships and Related Transactions

Pursuant to the Certificate and Agreement of Limited Partnership of the
Registrant, for the year ended December 31, 1996, $120,389 of the Registrant's
income was allocated to the General Partners ($80,259 to RES and $40,130 to HS
Advisors).  For a description of the allocation of net cash from operations and
the allocation of income and loss to which the General Partners are entitled,
reference is made to the material contained on pages 45 through 48 of the
Prospectus of Registrant dated December 13, 1983 (the "Prospectus"), contained
in Amendment No. 1 to Registrant's Registration Statement No. 2-85936, under
the section captioned "Distributions and Allocations," which section is
incorporated herein by reference thereto.

The Registrant may enter into one or more property management agreements with
GSH pursuant to which GSH will provide certain property management services
with respect to certain Properties owned by the Registrant or its joint
ventures.  For such services GSH will be entitled to receive a management fee
as described under the section captioned "Investment Objectives and Policies -
Management of Properties" in the Prospectus, which section is incorporated
herein by reference thereto.

Pursuant to Section 12(g) of the Registrant's Certificate and Agreement of
Limited Partnership, the General Partners and certain affiliates may be
reimbursed by the Registrant for certain costs as described on page 16 of the
Prospectus, which description is incorporated herein by reference thereto.
First Data Investor Services Group (formerly "The Shareholder Services Group")
("FDISG") provides partnership accounting and investor relations services for
the Registrant.  Prior to May 1993, these services were provided by an
affiliate of a general partner.  The Registrant's transfer agent and certain
tax reporting services are provided by Service Data Corporation ("SDC").  Both
FDISG and SDC are unaffiliated companies. Disclosure relating to amounts paid
to the General Partners or their affiliates during the past three years is
incorporated by reference to Note 6 "Transactions With the General Partners and
Affiliates" of Notes to the Consolidated Financial Statements contained in the
Partnership's Annual Report to Unitholders for the year ended December 31, 1996
filed as an exhibit under Item 14.



                                    PART IV

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

 (a) The following documents are filed as part of this report:
                                                                        Page
                                                                       Number
  (1) Financial Statements:

      Report of Independent Auditors                                     (1)

       Consolidated Balance Sheets - At December 31, 1996 and 1995       (1)

       Consolidated Statements of Partners' Capital (Deficit) -
         For the years ended December 31, 1996, 1995 and 1994            (1)

       Consolidated Statements of Operations -
         For the years ended December 31, 1996, 1995 and 1994            (1)

       Consolidated Statements of Cash Flows -
         For the years ended December 31, 1996, 1995 and 1994            (1)

       Notes to the Consolidated Financial Statements                    (1)

  (2)  Financial Statement Schedule:

       Schedule III - Real Estate and Accumulated Depreciation           12

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

(1)  Incorporated by reference to the Partnership's Annual Report to
     Unitholders for the year ended December 31, 1996, which is filed as
     exhibit 13.

 (b)  Reports on Form 8-K filed in the fourth quarter of calendar year 1996:

      None.

 (c)  See Exhibit Index contained herein.





                            EXHIBIT INDEX

  Exhibit No.

  (4) (A) Certificate and Agreement of Limited Partnership (included as, and
          incorporated herein by reference to, Exhibit A to the Prospectus of
          Registrant dated December 13, 1983 (the "Prospectus"), contained in
          Amendment No. 1 to Registration Statement, No. 2-85936, of the
          Registrant filed December 13, 1983 (the "Registration Statement")).

      (B) First Amendment to Certificate and Agreement of Limited Partnership
          (included as, and incorporated herein by reference to, Exhibit 4(B)
          of the Registrant's Annual Report on Form 10-K for the fiscal year
          ended November 30, 1984 (the "1984 Annual Report")).

      (C) Subscription Agreement and Signature Page (included as, and
          incorporated herein by reference to, Exhibit 3.1 to the 1983
          Registration Statement).

 (10) (A) Agreements relating to Quorum II Office Building (included as, and
          incorporated herein by reference to, Exhibit (10)(A) to the 1984
          Annual Report).

      (B) Agreements relating to Three Financial Centre Office Building
          (included as, and incorporated herein by reference to, Exhibit
          (10)(B) to the 1984 Annual Report).

      (C) Agreements relating to Fort Lauderdale Commerce Center (included as,
          and incorporated herein by reference to, Exhibit (10)(C) to the 1984
          Annual Report).

      (D) Agreements relating to Metro Park Executive Center (included as, and
          incorporated herein by reference to, Exhibit (10)(D) to the 1984
          Annual Report).

 (13)     Annual report to the Unitholders for the year ended December 31,
          1996.

 (27)     Financial Data Schedule.

 (28)     Portions of Prospectus of Registrant dated December 13, 1983.




Schedule III - Real Estate and Accumulated Depreciation December 31, 1996

                           Fort                    Metro
                     Lauderdale        Three        Park  Quorum II
                         Center    Financial   Executive     Office
Consolidated Ventures: Commerce       Centre      Center   Building       Total

Location         Ft. Lauderdale  Little Rock  Fort Myers     Dallas
                           , FL         , AR        , FL       , TX          na
Construction date          1985         1984        1984       1985          na
Acquisition date       04-18-85     01-22-85    01-07-85   06-12-85          na
Life on which
 depreciation in
 latest income
 statements is
 computed              1-25 yrs     1-25 yrs   1-25 yrs    1-25 yrs          na
Encumbrances
Initial cost to
 Partnership:
   Land             $ 2,741,551    1,018,332 $  548,643 $ 1,500,168 $ 5,808,694
   Buildings and
   improvements      12,613,916   10,419,160  5,315,077   3,098,584  31,446,737
Costs capitalized
subsequent to
acquisition:
   Land, buildings
   and improvements    (289,578)    (262,490)  (197,249)    134,112    (615,205)

Gross amount at which
carried at close of
period(1):
   Land             $ 2,741,551  $ 1,018,332 $  548,643 $ 1,500,168 $ 5,808,694
   Buildings and
   improvements      12,324,338   10,156,670  5,117,828   3,232,696  30,831,532
                     15,065,889   11,175,002  5,666,471   4,732,864  36,640,226

Accumulated
depreciation (2)    $ 5,841,219  $ 4,934,366 $2,432,938 $   338,390 $13,546,913

(1)  For Federal income tax purposes, the basis of land, building and
     improvements is $48,384,595.

(2)  For Federal income tax purposes, the amount of accumulated depreciation is
     $26,394,178.

A reconciliation of the carrying amount of real estate and accumulated
depreciation for the years ended December 31, 1996, 1995, and 1994 follows:

                                              1996         1995          1994
Real estate investments:
Beginning of year                      $37,255,431  $46,187,232   $45,533,902
Additions                                  386,746      458,496       654,844
Write-down                                       -   (8,936,000)            -
Deletions                               (1,001,951)    (454,297)       (1,514)
End of year                            $36,640,226  $37,255,431   $46,187,232

Accumulated depreciation:
Beginning of year                      $12,714,080  $16,113,296   $13,941,302
Depreciation expense                     1,834,784    2,062,083     2,173,508
Deletions                               (1,001,951)    (454,297)       (1,514)
Write-down                                       -   (5,007,002)            -
End of year                            $13,546,913  $12,714,080   $16,113,296




                                   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.




                                COMMERCIAL PROPERTIES 3, L.P.

Dated:   March 21, 1997         BY:  HS Advisors III, Ltd.
                                     General Partner

                                Hogan Stanton Investment, Inc.
                                General Partner




                                BY:       /s/Mark P. Mikuta
                                Name:     Mark P. Mikuta
                                Title:    President




Dated:   March 21, 1997         BY:  Real Estate Services VII, Inc.
                                     General Partner


                                     
                                BY:       /s/Rocco F. Andriola
                                Name:     Rocco F. Andriola
                                Title:    Director, President and Chief
                                          Financial Officer


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




                         REAL ESTATE SERVICES VII, INC.
                         A General Partner



Dated:   March 21, 1997
                           BY:    /s/Rocco F. Andriola
                                  Rocco F. Andriola
                                  Director, President and
                                  Chief Financial Officer



Dated:   March 21, 1997
                           BY:    /s/William Caulfield
                                  William Caulfield
                                  Vice President



Dated:   March 21, 1997
                           BY:    /s/Kenneth L. Zakin
                                  Kenneth L. Zakin
                                  Vice President and Director



Dated:   March 21, 1997
                           BY:    /s/Michael T. Marron
                                  Michael T. Marron
                                  Vice President



Dated:   March 21, 1997
                           BY:    /s/Lawrence M. Ostow
                                  Lawrence M. Ostow
                                  Vice President



Dated:   March 21, 1997
                           BY:    /s/John H. Ng
                                  John H. Ng
                                  Vice President



Date:  March 21, 1997
                           BY:    /s/Moshe Braver
                                  Moshe Braver
                                  Vice President



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


                         HS ADVISORS III, LTD.
                         A General Partner




Date:   March 21, 1997
                            BY:     /s/Mark P. Mikuta
                                    Mark P. Mikuta
                                    President of Hogan Stanton
                                    Investment, Inc., as general
                                    partner of HS Advisors III, Ltd.




Date:   March 21, 1997
                            BY:     /s/Donald T. Herrick, Jr.
                                    Donald T. Herrick, Jr.
                                    Vice President and Treasurer of
                                    Hogan Stanton Investment, Inc.,
                                    as general partner of
                                    HS Advisors III, Ltd.




Date:   March 21, 1997
                         BY:        /s/Julie R. Adie
                                    Julie R. Adie
                                    Vice President and Secretary of
                                    Hogan Stanton Investments, Inc.
                                    as general partner of
                                    HS Advisors III, Ltd.