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, 1997

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                          10285
New York, NY   ATTN: Andre Anderson                          zip code
Address of principal executive offices

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, 1997
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.
("RE Services"), 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.  Of such proceeds, $44,995,452 was invested in an
office and light industrial complex, one limited partnership and two joint
ventures, each of which owns a specific office building (the "Properties"), 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, 1997 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.

     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 (see Item 7), 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
The Properties are subject to competition from similar types of properties
located in the same vicinity.  The business of owning and operating commercial
office buildings in the area where the Properties are located is highly
competitive, and the Partnership competes with a number of established
companies, some of which have greater resources than the Partnership.  For a
discussion of current commercial real estate market conditions in Little Rock,
Arkansas; Dallas, Texas; Fort Lauderdale and Fort Myers, Florida, see the
section entitled "Property Profiles & Leasing Update" in the Partnership's
Annual Report to Unitholders for the year ended December 31, 1997 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, 1997 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
1997.


                               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, 1997, the number of holders of Units was 5,181.


(c) Distributions

Cash distributions paid to the Limited Partners for the two years ended
December 31, 1997  and December 31, 1996 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, 1997 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,
1997, 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 General Partners have commenced marketing the properties for sale and are
in the process of selecting real estate brokers to assist in their marketing
efforts.  There can be no assurance as to when the properties will be sold, or
that any sale, if completed, will result in a particular price.

The Partnership had cash and cash equivalents totaling $1,273,014 at December
31, 1997, largely unchanged from $1,228,502 at December 31, 1996. The
Partnership also had restricted cash, which primarily consists of security
deposits, of $222,883 at December 31, 1997, also largely unchanged from a year
earlier.

Deferred rent receivable totaled $152,030 at December 31, 1997, compared to
$205,718 at December 31, 1996.  The decrease is largely due to the amortization
of deferred rent associated with older leases at all of the Partnership's
properties.  Prepaid leasing costs and other assets, net of accumulated
amortization, totaled $704,043 at December 31, 1997, compared to $563,611 at
December 31, 1996.  The increase is largely due to the payment of leasing
commissions in connection with new and renewal leases.

Accounts payable and accrued expenses totaled $437,027 at December 31, 1997,
compared with $249,517 at December 31, 1996.  The increase is largely due to
the timing of payments of real estate taxes for all four Properties, whereas
the balance for year-end 1996 represents the accrual for Three Financial Centre
only.  Due to affiliates increased to $55,270 at December 31, 1997, from $5,941
at December 31, 1996, primarily reflecting the reimbursement of certain
expenses incurred in servicing the Partnership, as described below under
"Results of Operations."

A discussion of material leases at the Partnership's Properties, is
incorporated herein by reference to the section entitled "Property Profiles &
Leasing Update" contained in the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997 filed as an exhibit under Item 14.

The Partnership paid distributions of net cash from operations to the Limited
Partners of $12.00 per Unit for the year ended December 31, 1997. Further
details regarding cash distributions is incorporated herein by reference to the
section entitled Message to Investors contained in the Partnership's Annual
Report to Unitholders for the year ended December 31, 1997 filed as an exhibit
under Item 14.

Results of Operations

1997 vs 1996

Partnership operations resulted in net income of $42,860 for the year ended
December 31, 1997, compared to $567,637 in 1996.  The decrease in 1997 is
primarily attributable to lower rental income and higher property operating and
general and administrative expenses.

Rental income totaled $5,031,723 for the year ended December 31, 1997, compared
with $5,209,134 in 1996.  The decrease is largely attributable to lower average
occupancy at Fort Lauderdale Commerce Center and Metro Park Executive Center.
Additionally, rental income was higher in 1996 due to the collection of a lease
cancellation fee of $60,000 in 1996, and to the accounting for rental
concessions associated with leasing activity at Three Financial Centre.

Property operating expenses totaled $2,392,473 for the year ended December 31,
1997, compared with $2,291,679 in 1996.  The increase is primarily due to
various tenant and building improvements done at each of the Partnership's
properties.  Depreciation and amortization totaled $2,089,050 for year ended
December 31, 1997, largely unchanged from $2,074,246 in 1996.

General and administrative expenses for the year ended December 31, 1997, were
$477,582 compared with $269,716 in 1996.  As of January 1, 1997, certain
expenses incurred by Real Estate Services VII, Inc., its affiliates, and an
unaffiliated third party service provider in servicing the Partnership, which
were voluntarily absorbed by affiliates of Real Estate Services VII, Inc. in
prior periods, were reimbursable to Real Estate Services VII, Inc. and its
affiliates.  The increase is also due to higher legal costs relating to
litigation with a tenant at Quorum II and higher postage and printing costs due
to tender offer activity.

As of December 31, 1997, lease levels at each of the Properties were as
follows:  Metro Park Executive Center - 86%;  Fort Lauderdale Commerce Center
-82%;  Three Financial Centre 95%; and Quorum II Office Building - 91%.

1996 vs. 1995

Partnership operations resulted in 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%.


Item 8.  Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1997, 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.  RE Services 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 RE Services 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 RE Services 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
Jeffrey C. Carter      Director, President and Chief Financial Officer
Michael T. Marron      Vice President

Rocco F. Andriola, 39, is a Managing Director of Lehman Brothers Inc. in its
Diversified Asset Group and has held such position since October 1996. Since
joining Lehman 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, 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.

Jeffrey C. Carter, 52, is a Senior Vice President of Lehman Brothers in the
Diversified Asset Group.  Mr. Carter joined Lehman Brothers in September 1988.
From 1972 to 1988, Mr. Carter held various positions with Helmsley-Spear
Hospitality Services, Inc. and Stephen W. Brener Associates, Inc. including
Director of Consulting Services at both firms. From 1982 through 1987, Mr.
Carter was President of Keystone Hospitality Services, an independent hotel
consulting and brokerage company.  Mr. Carter received his B.S. degree in Hotel
Administration from Cornell University and an M.B.A. degree from Columbia
University.

Michael T. Marron, 34, 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 his B.S. degree from the State University of New York at
Albany and an M.B.A. from Columbia University.

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
Jerry L. Moore      Executive Vice President
Julie R. Adie       Vice President, Treasurer and Secretary


Mark P. Mikuta, 44, 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.

Jerry L. Moore, 48, is Chief Executive Officer of Goodman Segar Hogan Hoffler,
L.P. ("GSHH").  GSHH currently has over 325 employees and offices in
Washington, D.C., Richmond, Norfolk, Newport News, Raleigh/Durham and Atlanta.
Mr. Moore is responsible for management of existing operations of the company
and is charged with building GSHH's presence in existing and new markets. Prior
to GSHH, Mr. Moore was Senior Vice President of Dominion Land Management Co.,
the real estate development unit of Dominion Capital, Inc.  Dominion Capital is
a wholly owned subsidiary of Dominion Resources, Inc.  Mr. Moore received a
B.A. degree from Austin College in 1971.  He is a member of the Urban Land
Institute Small Scale Development Council; is on the Executive Committee of GVA
North Alliance; and is on the Board of Directors of the Hampton Roads Economic
Development Alliance.

Julie R. Adie, 43, 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, 1997.

(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,
1997.

(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, 1997, $67,729 of the Registrant's
income was allocated to the General Partners ($33,865.50 to RE Services and
$33,865.50 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. Effective as of January 1, 1997, the Partnership
began reimbursing certain expenses incurred by Real Estate Services VII, Inc.
and its affiliates in servicing the Partnership to the extent permitted by the
Partnership Agreement  In prior years, affiliates of Real Estate Services VII,
Inc. had voluntarily absorbed these expenses.  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, 1997
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, 1997 and 1996     (1)

Consolidated Statements of Partners' Capital (Deficit) -
For the years ended December 31, 1997, 1996 and 1995            (1)

Consolidated Statements of Operations -
For the years ended December 31, 1997, 1996 and 1995            (1)

Consolidated Statements of Cash Flows -
For the years ended December 31, 1997, 1996 and 1995            (1)

Notes to the Consolidated Financial Statements                  (1)

(2) Financial Statement Schedule:

    Schedule III - Real Estate and Accumulated Depreciation     F-1

       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, 1997, which is filed as
     exhibit 13.

  (b)  Reports on Form 8-K filed in the fourth quarter of calendar year
       1997:

       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, 1997.

(23) Consent of Independent Auditors.

(27) Financial Data Schedule.

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


                                   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.

                           BY:  HS Advisors III, Ltd.
                                General Partner

                                Hogan Stanton Investment, Inc.
                                General Partner



Dated: March 26, 1998           BY:          /s/Mark P. Mikuta
                                Name:        Mark P. Mikuta
                                Title:       President



                         BY:    Real Estate Services VII, Inc.
                                General Partner



Dated:   March 26, 1998         BY:          /s/Jeffrey C. Carter
                                Name:        Jeffrey C. Carter
                                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 26, 1998
                                BY:          /s/Rocco F. Andriola
                                Name:        Rocco F. Andriola
                                Title:       Director


Dated:   March 26, 1998
                                BY:          /s/Jeffrey C. Carter
                                Name:        Jeffrey C. Carter
                                Title:       Director, President and Chief
                                             Financial Officer


Dated:   March 26, 1998
                                BY:          /s/Michael T. Marron
                                Name:        Michael T. Marron
                                Title:       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


Dated:   March 26, 1998
                                BY:          /s/Mark P. Mikuta
                                             Mark P. Mikuta
                                             President of Hogan Stanton
                                             Investment, Inc., as general
                                             partner of HS Advisors III, Ltd.


Dated:   March 26, 1998
                                BY:          /s/Jerry L. Moore
                                             Jerry Moore
                                             Executive Vice President of
                                             Hogan Stanton Investment, Inc.,
                                             as general partner of

                         HS Advisors III, Ltd.



Dated:   March 26, 1998
                                BY:          /s/Julie R. Adie
                                             Julie R. Adie
                                             Vice President, Secretary and
                                             Treasurer of Hogan Stanton
                                             Investments, Inc.
                                             as general partner of HS Advisors
                                             III, Ltd.