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, 1999
                                             -----------------

                                       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                I.R.S. Employer Identification No.
incorporation or organization

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) 526-3183

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, 1999
filed as an exhibit under Item 14.

                                                                              1
<PAGE>


                                     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 owned 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 returns 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, 1999 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:

1)   Capital appreciation.

2)   Distributions of net cash from operations attributable to rental income.

3)   Preservation and protection of capital.

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

Distribution of net cash from operations is the Registrant's objective during
its operational phase, while the preservation and appreciation of capital is the
Registrant's long-term objective. 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 sold three of its Properties as of December
31, 1999, and the fourth Property was sold on January 31, 2000 (see Item 7).

                                                                              2
<PAGE>


(d)  Employees
     ---------

The Registrant has no employees.


Item 2.  Properties

As of the filing date of this report, all of the Partnership's Properties had
been sold. On January 12, 1999, the Partnership closed on the sale of Quorum II
Office Building. On February 9, 1999, the Partnership closed on the sale of
Metro Park Executive Center. On April 14, 1999, the Partnership closed on the
sale of Ft. Lauderdale Commerce Center, and on January 31, 2000, the Partnership
sold its remaining Property, Three Financial Centre. See Item 7 for a discussion
of the sales.


Item 3.  Legal Proceedings

The Registrant recently settled a legal dispute with a former tenant at the
Quorum II Office Building in Dallas for $70,000. The Registrant will be paying
such an amount in the first half of 2000. This settlement has been accepted by
the former tenant in full compromise and settlement of all causes of action.
Accordingly, the Registrant will have no additional liability.


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
1999.


                                     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, 1999, the number of holders of Units was 4,761.

(c)  Distributions
     -------------

In consideration of the Partnership's marketing efforts and the need to fund
several capital improvements at the properties to better position them for sale,
cash distributions were suspended commencing with the 1998 third quarter
distribution which would have been paid in November 1998. The General Partners
distributed the net proceeds from the sales of Quorum II Office Building, Metro
Park Business Center and Ft. Lauderdale Commerce Center in September 1999. The
General Partners plan to distribute the net proceeds from the sale of Three
Financial Centre, which was completed on January 31, 2000, together with the
Partnership's remaining cash reserves (after payment of or provision for the
Partnership's liabilities and expenses), and terminate the Partnership during
the second quarter of 2000.

The following distributions were paid to the Limited Partners for the two years
ended December 31, 1999 and December 31, 1998.

                                                                              3
<PAGE>


<TABLE>
<CAPTION>
Cash Distributions Per Limited Partnership Unit

                          First      Second       Third      Fourth
                         Quarter     Quarter     Quarter     Quarter      Total
                         -------     -------     -------     -------     -------

<S>                      <C>         <C>         <C>         <C>         <C>
1998                     $ 5.00      $ 5.00      $    --     $    --     $ 10.00
1999                     $   --      $   --      $200.56     $    --     $200.56
</TABLE>


Item 6.  Selected Financial Data

<TABLE>
<CAPTION>
For The Years Ended December 31,
(dollars in thousands except per Unit data)

                                          1999         1998       1997       1996         1995
----------------------------------------------------------------------------------------------
<S>                                    <C>          <C>        <C>        <C>          <C>
Total income                           $ 3,313      $ 5,788    $ 5,109    $ 5,279      $ 5,158
Operating income (loss)                  1,572        1,747         43        568       (3,631)
Gain on sale of real estate assets       6,831           --         --         --           --
Net income (loss)                        8,403        1,747         43        568       (3,631)
Total assets at year end                10,924       25,007     24,464     25,364       27,842
Net cash from operations                 1,515        2,951      2,194      2,560        2,168
Net income (loss) per Unit               76.06        14.89       (.23)      4.09       (32.87)
Cash distributions per
  Limited Partnership Unit              200.56(2)     10.00      12.00      25.30(1)     13.25
----------------------------------------------------------------------------------------------
<FN>
(1) Includes a special cash distribution of $13.30 per Unit paid on March 29, 1996.
(2) Represents a special cash distribution of the net sale proceeds from Quorum II Office
    Building, Metro Park Business Center and Ft. Lauderdale Commerce Center paid on
    September 22, 1999.
</FN>
</TABLE>


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

Liquidity and Capital Resources
-------------------------------
On January 12, 1999, the Partnership completed the sale of Quorum to an
unaffiliated partnership for a selling price of $7,612,065, net of closing
adjustments and selling costs, resulting in a gain of $2,894,064, which is
reflected in the Partnership's consolidated statement of operations for the year
ended December 31, 1999.

On February 9, 1999, the Partnership completed the sale of Metro Park to an
unaffiliated partnership for a selling price of $3,797,438, net of closing
adjustments and selling costs, resulting in a gain of $565,698, which is
reflected in the Partnership's consolidated statement of operations for the year
ended December 31, 1999.

On April 14, 1999, the Partnership sold Ft. Lauderdale to an unaffiliated
partnership for a selling price of $12,465,291, net of closing adjustments and
selling costs, resulting in a gain of $3,371,728 which is reflected in the
Partnership's consolidated operations for the year ended December 31, 1999.

The selling prices were determined by arm's length negotiations between the
Partnership and the buyers.

As a result of these sales, on September 22, 1999 the Partnership paid a special
cash distribution to the Limited Partners in the amount of $21,936,419, or
$200.56 per Unit and $221,580 to the General Partners.

                                                                              4
<PAGE>


On January 31, 2000, the Partnership sold its remaining Property, Three
Financial Centre, to an affiliate of the Joint Venture Partner, Three Financial
Centre LLC ("3FCLLC"), for a selling price of approximately $10,130,000, net of
closing adjustments and selling costs. The sale is expected to result in a gain
of approximately $4,100,000 which will be reflected in the Partnership's
consolidated operations for the three months ended March 31, 2000. The selection
of the buyer was a result of a competitive bidding process organized by the real
estate broker engaged to assist in selling the Property. The General Partners
plan to distribute the net proceeds from the sale, together with the
Partnership's remaining cash reserves (after payment of or provision for the
Partnership's liabilities and expenses), and terminate the Partnership during
the second quarter 2000.

In anticipation of the Partnership being dissolved, the minority interest
allocation has been conformed to the tax basis.

The Partnership's real estate has been recorded on the Partnership's December
31, 1999 balance sheet as "Real estate assets held for disposition." Real estate
assets held for disposition at December 31, 1999 totaled $5,974,046.

The Partnership had cash and cash equivalents totaling $4,785,516 at December
31, 1999, compared to $2,246,926 at December 31, 1998. The increase is primarily
due to the proceeds from the sale of three properties during 1999. The
Partnership also had restricted cash, which consists of security deposits of
$78,031 at December 31, 1999, compared to $143,536 at December 31, 1998. This
decrease resulted from the sale of Quorum, Metro Park and Ft. Lauderdale.

Accounts and rent receivable, net of allowance for doubtful accounts, totaled
$65,401 at December 31, 1999, compared to $136,156 at December 31, 1998. The
decrease is mainly due to the sale of three properties in 1999.

Prepaid expenses and other assets totaled $21,282 at December 31, 1999, compared
to $51,093 at December 31, 1998. The decrease is due to the sale of three
properties during 1999.

Accounts payable and accrued expenses totaled $233,207 at December 31, 1999,
compared to $512,546 at December 31, 1998. The decrease is largely due to a
decrease in real estate taxes payable resulting from the sale of Quorum, Metro
Park and Ft. Lauderdale and the timing of invoices and payments.

Security deposits totaled $78,031 at December 31, 1999, compared to $240,423
at December 31, 1998.  The decrease is due to the sale of Quorum, Metro Park
and Ft. Lauderdale.

Market Risk
-----------
The Partnership's principal market risk exposure is interest rate risk. The
Partnership has no long-term debt and its remaining Property has no mortgage
debt. Accordingly, the Partnership's interest risk exposure is primarily limited
to interest earned on the Partnership's cash and cash equivalents which are
invested at short-term rates. Such risk is not considered material to the
Partnership's operations.

Results of Operations
---------------------

1999 vs 1998
------------

The Partnership's operations resulted in net income of $8,403,060 for the year
ended December 31, 1999, compared to a net income of $1,747,214 in fiscal 1998.
The increase is primarily attributable to the gain recognized on the sale of
Quorum, Metro Park and Ft. Lauderdale.

Rental income totaled $2,530,185 for the year ended December 31, 1999, compared
to $5,719,841 for the year ended December 31, 1998. The decrease is largely
attributable to the sale of Quorum, Metro Park and Ft. Lauderdale. Interest
income totaled $783,312 for the year ended December 31, 1999, compared to
$68,146 in fiscal 1998. The increase is primarily attributable to the proceeds
received from the sale of Quorum, Metro Park and Ft. Lauderdale.

Property operating expenses totaled $1,142,270 for the year ended December 31,
1999, compared to $2,323,191 in fiscal 1998. The decrease is primarily due to
the sale of Quorum, Metro Park and Ft. Lauderdale.

                                                                              5
<PAGE>


Depreciation and amortization expense totaled $28,522 for the year ended
December 31, 1999, compared with $1,077,837 for the year ended December 31,
1998. For the year ended December 31, 1999, depreciation and amortization
represent the write-off of tenant improvements and leasing commissions related
to tenants who have vacated the Property. The Partnership suspended depreciation
and amortization on July 1, 1998, in accordance with Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of."

General and administrative expenses totaled $454,088 for the year ended December
31, compared to $404,990 in fiscal 1998. The increase is primarily due to higher
administrative and marketing fees on the sale of Quorum, Metro Park and Ft.
Lauderdale.

As of December 31, 1999, Three Financial Centre was 85% leased.

1998 vs 1997
------------

Partnership operations resulted in net income of $1,747,214 for the year ended
December 31, 1998, compared to $42,860 in 1997. The increase in net income is
primarily attributable to higher rental income and a decrease in depreciation
expense due to the reclassification of the properties as "Real estate assets
held for disposition."

Rental income totaled $5,719,841 for the year ended December 31, 1998, compared
to $5,031,723 for the year ended December 31, 1997. The increase is attributable
to higher rental income at all four properties, particularly at Metro Park
Business Center and Quorum II Office Building, and an increase in average
occupancy at Three Financial Centre. Interest income totaled $68,146 for the
year ended December 31, 1998, compared to $77,701 in 1997. The slight decrease
is primarily attributable to the Partnership's lower average cash balances in
1998.

Property operating expenses totaled $2,323,191 for the year ended December 31,
1998, largely unchanged from $2,392,473 in 1997, as reductions in operating
expenses at three of the properties were largely offset by an increase in
property tax expense at the Quorum property.

Depreciation and amortization expense totaled $1,077,837 for the year ended
December 31, 1998, compared with $2,089,050 in 1997. The Partnership suspended
depreciation and amortization on July 1, 1998, in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of."

General and administrative expenses for the year ended December 31, 1998 totaled
$404,990, compared to $477,582 in 1997. The decrease is primarily due to lower
management and appraisal expenses.

As of December 31, 1998, lease levels at each of the Properties were as follows:
Metro Park Executive Center - 86%; Fort Lauderdale Commerce Center - 85%; Three
Financial Centre - 96%; and Quorum II Office Building - 83%.


Item 8.   Financial Statements and Supplementary Data

Incorporated by reference to the Partnership's Annual Report to Unitholders for
the year ended December 31, 1999, which is filed as an exhibit under Item 14.


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

None.

                                                                              6
<PAGE>


                                    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
     ----                  ------
     Michael T. Marron     Director, President and Chief Financial Officer
     Rocco F. Andriola     Director, Vice President

Michael T. Marron, 36, 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 and an M.B.A. degree from Columbia
University and is a Certified Public Accountant.

Rocco F. Andriola, 41, is a Managing Director of Lehman Brothers in its
Diversified Asset Group and has held such position since October 1996.  Mr.
Andriola also serves as the Director of Global Corporate Services for
Lehman.  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 to 1989, 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.

HS Advisors III, Ltd.
---------------------
HS Advisors III, Ltd., a California limited partnership, was 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
     Julie R. Adie         Vice President, Treasurer and Secretary
                                                                              7
<PAGE>


Mark P. Mikuta, 46, 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.

Julie R. Adie, 45, 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. On
September 28, 1998, GSH sold its general partner and limited partner interests
in GSHH to The St. Joe Company, an unaffiliated company. The transactions 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,
1999.

(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,
1999.

                                                                              8
<PAGE>


(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, 1999, $84,030 of the Registrant's
income was allocated to the General Partners ($42,015 to RE Services and $42,015
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.

On January 31, 2000, the Partnership sold its remaining Property, Three
Financial Centre, to an affiliate of the Joint Venture Partner, 3FCLLC, for a
selling price of approximately $10,130,000, net of closing adjustments and
selling costs. The selection of 3FCLLC was a result of a competitive bidding
process organized by the real estate broker engaged to assist in selling the
Property.

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.
Commencing January 1, 1997, the Partnership began reimbursing certain expenses
incurred by RE Services and its affiliates in servicing the Partnership to the
extent permitted by the Partnership Agreement. In prior years, affiliates of RE
Services 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, 1999
filed as an exhibit under Item 14.

                                                                              9
<PAGE>


                                     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:

<TABLE>
<CAPTION>
                                                                                 Page
                                                                               Number
                                                                               ------
<S>                                                                            <C>
          (1)  Financial Statements:

               Consolidated Balance Sheets - At December 31, 1999 and 1998.....  (4)

               Consolidated Statements of Partners' Capital (Deficit) -
                 For the years ended December 31, 1999, 1998 and 1997..........  (4)

               Consolidated Statements of Operations -
                 For the years ended December 31, 1999, 1998 and 1997..........  (5)

               Consolidated Statements of Cash Flows -
                 For the years ended December 31, 1999, 1998 and 1997..........  (6)

               Notes to the Consolidated Financial Statements..................  (7)

          (2)  Financial Statement Schedule:

               Schedule III - Real Estate and Accumulated Depreciation ........  F-1
</TABLE>
          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, 1999, which is filed as Exhibit 13.

     (b)  Reports on Form 8-K:

          No Reports on Form 8-K were filed during the three months ended
          December 31, 1999.

          On February 14, 2000, the Partnership filed a Report on Form 8-K
          reporting the sale of Three Financial Centre on January 31, 2000.

     (c)  See Exhibit Index contained herein.

                                                                              10
<PAGE>


                                  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, 1999.

(23)      Consent of Independent Auditors.

(27)      Financial Data Schedule.

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

                                                                              11
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



                          COMMERCIAL PROPERTIES 3, L.P.

                          BY: HS Advisors III, Ltd.
                              General Partner

                              Hogan Stanton Investment, Inc.
                              General Partner



Date:  March 30, 2000         BY:    /s/Mark P. Mikuta
                                     -----------------
                              Name:  Mark P. Mikuta
                              Title: President



                          BY: Real Estate Services VII, Inc.
                              General Partner



Date:  March 30, 2000         BY:    /s/Michael T. Marron
                                     --------------------
                              Name:  Michael T. Marron
                              Title: Director, President and Chief
                                     Financial Officer

                                                                              12
<PAGE>


                                   SIGNATURES

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



Date:  March 30, 2000     BY:    /s/Michael T. Marron
                                 --------------------
                          Name:  Michael T. Marron
                          Title: Director, President and Chief
                                 Financial Officer



Date:  March 30, 2000     BY:    /s/Rocco F. Andriola
                                 --------------------
                          Name:  Rocco F. Andriola
                          Title: Director, Vice President

                                                                              13
<PAGE>


                                   SIGNATURES

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 30, 2000     BY:    /s/Mark P. Mikuta
                                 -----------------
                          Name:  Mark P. Mikuta
                          Title: President of Hogan Stanton
                                 Investment, Inc., as general
                                 partner of HS Advisors III, Ltd.



Date:  March 30, 2000     BY:    /s/Julie R. Adie
                                 ----------------
                          Name:  Julie R. Adie
                          Title: Vice President, Secretary and Treasurer of
                                 Hogan Stanton Investment, Inc.
                                 as general partner of HS Advisors III, Ltd.

                                                                              14