FORM 10-KSB--Annual or Transitional Report
                          Under Section 10 or 15(d)
                   (As last amended by 34-31905, eff. 4/26/93)


[X]   Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of
      1934 [Fee Required]

                   For the fiscal year ended December 31, 1995
                                       or
[  ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
      of 1934 [No Fee Required]

                  For the transition period.........to.........

                         Commission file number 0-18419 

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III 
                 (Name of small business issuer in its charter)

      Delaware                                           31-1266850
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)

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

                    Issuer's telephone number (864) 239-1000

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

                                      None

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

                      Units of Limited Partnership Interest
                                (Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.Yes  X  No   

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

State issuer's revenues for its most recent fiscal year.  $2,147,266

State the aggregate market value of the voting partnership interests held by
non-affiliates computed by reference to the price at which the partnership
interests were sold, or the average bid and asked prices of such partnership
interests, as of December 31, 1995.  Market value information for the
Registrant's partnership interests is not available.  Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.      
                                                                
                       DOCUMENTS INCORPORATED BY REFERENCE

1.  Portions of the Prospectus of Registrant dated May 12, 1989 (included in
    Registration Statement, No.33-27407, of Registrant) are incorporated by
    reference into Parts I and III.

                                     PART I


Item 1. Description of Business

General

   Brunner Companies Income Properties L.P. III (the "Partnership" or
"Registrant") is a Delaware limited partnership formed in March 1989.  The
Partnership will continue in existence until December 31, 2008, unless earlier
dissolved or terminated.  Brunner Management Limited Partnership ("General
Partner"), an Ohio limited partnership formed in February 1988, is the sole
general partner of the Partnership.  104 Management, Inc. ("Managing General
Partner"), an Ohio corporation formed in February 1988, is the sole general
partner of the General Partner, and in that capacity manages the business of the
Partnership.  

   As of December 31, 1995, the Partnership had 850,900 units of Class A Limited
Partnership Interest ("Units") and 8,600 units of Class B Limited Partnership
Interest ("Subordinated Interest") issued and outstanding.   The Subordinated
Interest was sold to the Managing General Partner.  Holders of the Units are
referred to as "Unitholders," holders of the units of Subordinated Interest are
referred to as "Subordinated Limited Partners," and Unitholders and Subordinated
Limited Partners are collectively referred to as "Limited Partners."  Limited
Partners are not required to make any additional capital contributions.  There
are only two differences between the Class A and Class B limited partnership
interests.  First, the holders of Class A units are entitled to receive their
Class A Priority Return before the holders of Class B units are entitled to
receive any portion of their Class B Priority Return.  Second, holders of Class
B units, if such holders are affiliates of the General Partners, are not
entitled to vote upon the removal of the General Partner or upon consideration
of a sale of any Retail Center to the General Partner or any affiliate of the
General Partner.

   The offering terminated in September 1989.  Upon termination of the offering,
the Partnership had accepted subscriptions for 851,400 Units of Class A Interest
and 8,600 units of Class B Interest purchased by the General Partner for
aggregate gross proceeds of $8,506,170. During 1994, the number of Class A
Limited Partnership units decreased by 500 units due to Class A Limited Partners
abandoning their units.  The Partnership invested substantially all of the net
offering proceeds in four Retail Centers which were acquired on September 22,
1989.  During 1995, two of these Retail Centers were foreclosed upon by the
lender.  (See "Note K" to the Financial Statements in "Item 7"). The Partnership
will not acquire or invest in any other properties or debt or equity securities
of any other issuers (other than short term investments of cash in high grade
United States government obligations during interim periods between the receipt
of revenues and the distribution of cash to the Limited Partners and pending
payment of operating expenses of the Partnership) and will not issue any
additional limited partnership interests or other equity securities in the
Partnership.  The policies of the Partnership noted above can only be changed by
an affirmative vote of limited partners owning a majority in interest and the
General Partner.

   The General Partner, the Managing General Partner and the Subordinated
Limited Partners are all affiliates of a related group of corporations and
partnerships engaged generally in the real estate development business. 
Pursuant to an agreement effective December 31, 1992, IBGP, Inc., an affiliate
of Insignia Financial Group, Inc. ("Insignia"), acquired a majority of the
outstanding stock of 104 Management Inc. on March 5, 1993.  IBGP, Inc. is an
indirect wholly-owned subsidiary of Metropolitan Asset Enhancement, L.P.("MAE"),
an affiliate of Insignia.  As a result of this transaction, IBGP, Inc.
effectively controls the General Partner.  The Partnership is in the business of
owning and operating for investment two regional shopping centers:  Gateway
Plaza, Mt. Sterling, Kentucky; and Highpoint Village, Bellefontaine, Ohio (the
"Retail Centers").  During 1995, two of the Partnership's investment properties,
Forest Ridge and Bay Village, were foreclosed upon, leaving the Partnership with
the two remaining shopping centers mentioned previously.  See "Item 2.
Description of Properties" for additional information regarding the Retail
Centers and the foreclosures.

   The real estate business is highly competitive.  The Registrant's real
property investments are subject to competition from similar types of properties
in the vicinities in which they are located and the Partnership is not a
significant factor in its industry.  In addition, various limited partnerships
have been formed by related parties to engage in business which may be
competitive with the Registrant.

   The Registrant has no employees.  Management and administrative services are
performed by affiliates of Insignia.  The property manager is responsible for
the day-to-day operations of each property.  The Managing General Partner has
also selected affiliates of Insignia to provide real estate advisory and asset
management services to the Partnership.  As advisor, such affiliates provide all
partnership accounting and administrative services, investment management, and
supervisory services over property management and leasing.  For a further
discussion of property and partnership management, see "Item 12", which
descriptions are herein incorporated by reference.

Item 2. Description of Properties

   The Partnership was formed for the purpose of acquiring and operating the
Retail Centers.  Under the Partnership Agreement, the Partnership will not
invest in the securities of any other issuer, lend funds to other persons or
entities or engage in the purchase or sale of any investments other than the
Retail Centers and properties directly related to the Retail Centers and short-
term liquid investments of cash.  The policies of the Partnership noted above
can only be changed by an affirmative vote of limited partners owning a majority
in interest and the General Partner.

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

<TABLE>
<CAPTION>
                                        
                              Date of                
 Property                     Purchase       Type of Ownership            Use
<S>                          <C>       <C>                          <C>
 Gateway Plaza                09/22/89  Fee ownership, subject to    Retail Center
  Mt. Sterling, Kentucky                first mortgage               157,141 sq.ft.
                                       
 Highpoint Village            09/22/89  Fee ownership, subject to    Retail Center
  Bellefontaine, Ohio                   first mortgage               153,267 sq.ft.

</TABLE>

   A significant feature of all the retail centers is the fact that
approximately 75% of the leasable space is, in the aggregate, leased to anchor
tenants with national or regional name recognition.  Although such anchor
tenants generally pay lower base rents than smaller tenants, anchor tenants
offer greater security and stability of long-term leases from well-established
and more credit worthy tenants and tend to attract greater traffic to the retail
centers.

   On January 5, 1995, the lender foreclosed on Forest Ridge Shopping Center,
located in Asheville, North Carolina.  The Partnership recorded a valuation
write-down of approximately $415,000 to reduce the carrying costs of the Forest
Ridge assets to their estimated market value and an extraordinary gain on the
foreclosure of approximately $844,000.  The $7,200,000 mortgage matured January
1, 1994, and was in default.  The lender granted forebearances through June 30,
1994, while refinancing discussions continued between the Partnership and the
lender.  These discussions did not ultimately produce an agreement to either
refinance or sell the property and the Partnership did not contest the lender's
foreclosure.  In the Managing General Partner's opinion, it was not in the
Partnership's best interests to contest the foreclosure action or file for
reorganization under the bankruptcy laws. 

   On December 4, 1995, the lender foreclosed on Bay Village Shopping Center,
located in Conway, South Carolina.  The $5,300,000 mortgage matured January 1,
1994, and had been in default since that date.  The lender granted forebearances
through June 30, 1994, while refinancing discussions continued between the
Partnership and the lender.  These discussions did not ultimately produce an
agreement to either refinance or sell the property and the lender foreclosed on
the property.  In the Managing General Partner's opinion, it was not in the
Partnership's best interests to contest the foreclosure action or file
bankruptcy.   The estimated fair value of Bay Village approximated the amount
payable to the mortgage holder; therefore, a gain on the disposal of the
property in foreclosure of $16,363, the difference between the carrying value of
the property and the debt to the mortgage holder, was recorded.

Schedule of Properties:

<TABLE>
<CAPTION>

                        Gross                                     
                       Carrying     Accumulated     Useful                Federal
 Property               Value      Depreciation      Life      Method    Tax Basis
<S>                 <C>           <C>            <C>           <C>    <C>                           
 Gateway Plaza       $ 6,170,392   $ 1,240,426    28-31.5 yrs   S/L    $ 7,086,839
 Highpoint Village     8,256,107     1,499,439     5-31.5 yrs   S/L      6,434,468
                                                                                  
                     $14,426,499   $ 2,739,865                         $13,521,307
</TABLE>

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

Schedule of Mortgages:

                      Principal                                Principal
                     Balance At     Stated                      Balance
                    December 31,   Interest     Maturity        Due At
 Property               1995         Rate         Date          Maturity
                                                                         
 Gateway Plaza                                                           
  1st mortgage       $ 5,561,960     9.25%    01/01/08 (1)    $ 3,498,386
                                                                        
 Highpoint Village                                                       
  1st mortgage         6,534,629     9.25%    10/01/08 (1)      3,770,374
                                                                        
    Total            $12,096,589                                         

(1)   These mortgages matured March 1, 1995, and were not paid resulting in a
      default until the Partnership successfully obtained a long-term loan
      extension in May 1995 to the year 2008.  Both notes are cross-
      collateralized and cross-defaulted and have an interest rate of 9.25%.

Schedule of Rental Rates and Occupancy:
             
                           Average Annual
                            Rental Rates         Average Annual
                         (per Square Foot)          Occupancy  
                          1995       1994        1995       1994
                                                   
 Gateway Plaza           $4.80       $4.72       95%         91%
 Highpoint Village        5.58        5.59       95%         94%

      The increase in occupancy at Gateway Plaza is a result of six new tenants
moving in during late 1994 that occupy approximately 9,400 square feet.  The
Managing General Partner has been notified by an anchor tenant, Wal-Mart
(occupying approximately 42% of the leasable square footage) of its intent to
vacate Gateway Plaza in 1996.  This tenant is liable for, and the Partnership
expects that it will pay, its rental payments through the year 2008, when the
lease expires.  It is unknown at this time to what extent this vacancy will
negatively impact the performance of the shopping center.

      As noted under "Item 1. Description of Business", the real estate industry
is highly competitive.  All of the properties of the Partnership are subject to
competition from other commercial buildings in the area.  Management believes
that all of the properties are adequately insured.  

The following is a schedule of the lease expirations for the years 1996-2005:
     
      
                       Number of                                % of Gross
                      Expirations   Square Feet   Annual Rent   Annual Rent
                                                         
    Gateway Plaza                                         
                                                         
         1996              3            4,800     $ 40,453          5.7%
         1997              2            5,600       38,580          5.4%
         1998              5            8,900       76,784         10.7%
         1999              4           12,530       76,975         10.8%
         2000              1            3,600       32,400          4.5%
      2001-2005            0                0            0            0
                                                          
  Highpoint Village                                       
                                                         
         1996              0                0     $      0            0
         1997              6           17,800      155,318         19.6%
         1998              1            2,400       22,924          2.9%
         1999              2            2,700       25,245          3.2%
      2000-2005            0                0            0            0
                                                   
                                    
      The following schedule reflects information on tenants occupying 10% or
more of the leasable square feet for each property:

<TABLE>
<CAPTION>

                                     Square Footage     Annual Rent        Lease
                 Nature of Business      Leased       Per Square Foot   Expiration
<S>             <C>                     <C>               <C>           <C> 
 Gateway Plaza   Discount Store          65,930            $3.45         02/01/08
                 Clothing Store          22,731             3.76         02/28/09
                 Grocery Store           25,000             5.86         11/04/09
                                                            
 Highpoint       Discount Store          65,930            $3.41         10/14/08
                 Grocery Store           52,337             6.60         01/14/10
</TABLE>     

Schedule of Real Estate Taxes and Rates:

                                   1995               1995
                                  Taxes               Rate
                                     
 Gateway Plaza                   $45,349              1.03%
 Highpoint Plaza                  53,397              2.10%

Item 3.   Legal Proceedings

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

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

      During the fourth quarter of the fiscal year ended December 31, 1995, no
matters were submitted to a vote of the Unitholders through the solicitation of
proxies or otherwise.

                                     PART II

Item 5.   Market for Partnership Equity and Related Partner Matters

      As of December 31, 1995, the number of holders of record of Limited
Partnership Units and Subordinated Interest Units was 656 and one, respectively.
Neither the Units nor the Subordinated Interest are traded on any established
public trading market, and it is not anticipated that such a market will develop
in the future.  During 1994, the number of Class A Limited Partnership Units
decreased by 500 Units due to Class A Limited partners abandoning their Units. 
In abandoning Units, a limited partner relinquishes all rights, title and
interest in the Partnership as of the date of abandonment. 

      No cash distributions were paid during 1995 or 1994.  Future distributions
will depend on the levels of cash generated from operations, refinancings,
property sales and the availability of cash reserves.  At this time, the
Managing General Partner does not anticipate making a cash distribution during
1996.


Item 6.   Management's Discussion and Analysis or Plan of Operation

Results of Operations

The Partnership realized net income of $176,450 for the year ended December 31,
1995, compared to a net loss of $1,348,974 for the year ended December 31, 1994.
The net income in 1995 is primarily attributed to the $844,287 extraordinary
gain on extinguishment of debt in the foreclosure of the Forest Ridge Shopping
Center.  In addition, the decreases for the year ended December 31, 1995, in
rental income, operating expenses, property management fees, depreciation,
interest expense, property taxes, and tenant reimbursements were primarily a
result of the foreclosure of Forest Ridge.  Other income increased for the year
ended December 31, 1995, compared to the year ended December 31, 1994, as a
result of an easement fee paid by Wal-Mart at Gateway Plaza Shopping Center. 
The gain on the Forest Ridge foreclosure was partially offset by a related
$414,859 write-down to reduce the net book value of the Forest Ridge assets to
their estimated market value.  

Liquidity and Capital Resources

  At December 31, 1995, the Partnership held unrestricted cash of $699,743
compared to $732,942 at December 31, 1994.  Net cash provided by operating
activities increased due to a decrease in tax and insurance escrow funding and
lower interest payments.  Net cash used in financing activities increased due to
increased principal payments on the Highpoint and Gateway mortgage notes.  

  On January 5, 1995, the lender foreclosed on Forest Ridge Shopping Center. 
The $7,200,000 mortgage matured January 1, 1994, and was in default.  The lender
granted forebearances through June 30, 1994, while refinancing discussions
continued between the Partnership and the lender.  These discussions did not
ultimately produce an agreement to either refinance or sell the property and the
Partnership did not contest the lender's foreclosure.  In the Managing General
Partner's opinion, it was not in the Partnership's best interest to contest the
foreclosure action or file for reorganization under the bankruptcy laws.  On
January 5, 1995, the Partnership recorded a valuation write-down of $414,859, to
reduce the carrying costs of the Forest Ridge assets to their estimated market
value, and an extraordinary gain on the foreclosure of $844,287.

   On December 4, 1995, Aetna Life Insurance Company, the lender, foreclosed on
Bay Village Shopping Center, located in Conway, South Carolina.  The $5,300,000
mortgage matured January 1, 1994, and had been in default since that date.  The
lender granted forebearances through June 30, 1994, while refinancing
discussions continued between the Partnership and the lender.  These discussions
did not ultimately produce an agreement to either refinance or sell the property
and the lender foreclosed on the property.  In the Managing General Partner's
opinion, it was not in the Partnership's best interest to contest the
foreclosure action or file bankruptcy.  The Partnership recognized a gain on
disposal of the property in foreclosure of $16,363.

   The mortgage notes payable for Highpoint ($6,600,000) and Gateway
($5,616,000) matured on March 1, 1995.  The Partnership successfully obtained a
long-term extension related to the Highpoint and Gateway notes in May of 1995. 
The Highpoint note matures October 1, 2008, and the Gateway note matures January
1, 2008.  Both notes are cross-collateralized and cross-defaulted and have an
interest rate of 9.25%.  Loan costs of $29,875 were paid in conjunction with the
extension of these notes.  These loan costs will be amortized over the term of
the respective loans.

   The sufficiency of existing liquid assets to meet future liquidity and
capital expenditure requirements is directly related to the level of capital
expenditures required at the properties to adequately maintain the physical
assets and meet other operating needs of the Partnership.  Due to the successful
closing of the long-term financing on Highpoint and Gateway, the level of
existing liquid assets is believed to be sufficient to meet any near term  needs
of the Partnership.  No distributions were made in 1994 or 1995 and future cash
distributions will depend on the levels of net cash generated from operations,
refinancings, property sales, and the availability of cash reserves.  At this
time, the Managing General Partner does not anticipate making a cash
distribution during 1996.


ITEM 7. FINANCIAL STATEMENTS


BRUNNER COMPANIES INCOME PROPERTIES L.P. III

LIST OF FINANCIAL STATEMENTS
                                                                   

   Report of Independent Auditors

   Balance Sheet - December 31, 1995

   Statements of Operations - Years ended December 31, 1995 and 1994

   Statements of Changes in Partners' Capital (Deficit) - Years ended December 
   31, 1995 and 1994

   Statements of Cash Flows - Years ended December 31, 1995 and 1994

   Notes to Financial Statements


                Report of Ernst & Young LLP, Independent Auditors



The Partners
Brunner Companies Income Properties L.P. III


We have audited the accompanying balance sheet of Brunner Companies Income
Properties L.P. III as of December 31, 1995, and the related statements of
operations, changes in partners  capital (deficit) and cash flows for each of
the two years in the period ended December 31, 1995.  These financial statements
are the responsibility of the Partnership s management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brunner Companies Income
Properties L.P. III as of December 31, 1995, and the results of its operations
and its cash flows for each of the two years in the period ended December 31,
1995, in conformity with generally accepted accounting principles.

                                             ERNST & YOUNG LLP

Greenville, South Carolina
February 19, 1996


                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III

                                  BALANCE SHEET
                                        
                                December 31, 1995
                                        
                                                                       
                                                                     
 Assets                                                                     
   Cash:                                                                    
     Unrestricted                                                $   699,743
     Restricted-tenant security deposits                               3,750
   Accounts receivable                                               247,581
   Escrows for taxes and insurance                                    70,177
   Other assets                                                      108,131
   Investment properties (Notes C and J):                                   
     Land                                         $ 1,525,447               
     Buildings and related personal property       12,901,052               
                                                   14,426,499               
     Less accumulated depreciation                 (2,739,865)    11,686,634
                                                                            
                                                                 $12,816,016
                                                                           
 Liabilities and Partners' Capital                                          
 Liabilities                                                                
   Accounts payable                                              $    21,275
   Tenant security deposits                                            3,750
   Accrued taxes                                                      57,159
   Other liabilities                                                  17,980
   Mortgage notes payable (Note C)                                12,096,589
                                                                            
 Partners' Capital                                                          
   General partner (deficit)                      $   (54,249)              
   Class A Limited Partners - 850,900 units           650,513               
   Class B Limited Partners - 8,600 units              22,999        619,263
                                                                            
                                                                 $12,816,016

                 See Accompanying Notes to Financial Statements

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                              
                                                            Years Ended December 31, 
                                                               1995          1994    
<S>                                                       <C>           <C>
 Revenues:                                                                          
    Rental income                                          $ 2,100,199   $ 2,871,489
    Other income                                                47,067        27,678
       Total revenues                                        2,147,266     2,899,167
 Expenses:                                                                          
    Operating                                                  205,892       321,590
    General and administrative                                 106,309       122,230
    Property management fees                                    68,728        87,196
    Depreciation                                               582,439       808,739
    Amortization of lease commissions                           14,010        15,274
    Interest                                                 1,542,564     2,303,397
    Property taxes                                             154,255       219,079
    Write-down of properties (Note G)                          414,859       696,805
    Gain on disposal of property in foreclosure                (16,363)           --
    Tenant reimbursements (Note D)                            (257,590)     (326,169)
       Total expenses                                        2,815,103     4,248,141
                                                                                    
 Net loss before extraordinary item                           (667,837)   (1,348,974)
                                                                                    
 Extraordinary gain on extinguishment of debt (Note K)         844,287            --
                                                                                    
    Net income (loss)                                      $   176,450   $(1,348,974)
                                                                                    
 Net income (loss) allocated to general                                             
    partner (1%)                                           $     1,764   $   (13,490)
 Net income (loss) allocated to Class A                                             
    limited partners (98.01%)                                  172,939    (1,322,129)
 Net income (loss) allocated to Class B                                             
    limited partners (.99%)                                      1,747       (13,355)
                                                           $   176,450   $(1,348,974)
 Net loss before extraordinary item per Class A                                     
    limited partnership unit                               $      (.77)  $     (1.55)
 Extraordinary gain per Class A limited                                
    partnership unit                                               .97            -- 
 Net income (loss) per Class A limited                                              
    partnership unit                                       $       .20   $     (1.55)
                                                                       

<FN>
                 See Accompanying Notes to Financial Statements
</TABLE>

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III

               STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                                     

<TABLE>
<CAPTION>
                                                                             
                                    General        Limited Partners
                                    Partner      Class A       Class B       Total
<S>                                 <C>      <C>            <C>         <C>                        
 Original capital contributions      1,000    $ 8,420,170    $ 86,000    $ 8,507,170
                                                                                    
 Partners' (deficit) capital at                                                     
    December 31, 1993             $(42,523)   $ 1,799,703    $ 34,607    $ 1,791,787
                                                                                    
 Net loss for the year ended                                                        
    December 31, 1994              (13,490)    (1,322,129)    (13,355)    (1,348,974)
                                                                                    
 Partners' (deficit) capital at                                                     
    December 31, 1994              (56,013)       477,574      21,252        442,813
                                                                                    
 Net income for the year ended                                                      
    December 31, 1995                1,764        172,939       1,747        176,450
                                                                                    
 Partners' (deficit) capital at                                                     
    December 31, 1995             $(54,249)   $   650,513   $  22,999    $   619,263

<FN>
                 See Accompanying Notes to Financial Statements 

</TABLE>

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           
                                                           Years Ended December 31, 
                                                              1995          1994    
<S>                                                      <C>           <C>
 Cash flows from operating activities:                                             
    Net income (loss)                                     $  176,450    $(1,348,974)
    Adjustments to reconcile net income (loss) to net                              
       cash provided by operating activities:                                      
       Depreciation                                          582,439        808,739
       Amortization of loan costs and leasing                                      
        commissions                                           20,786         32,442
       Extraordinary gain on extinguishment of debt         (844,287)            --
       Write-down of properties                              414,859        696,805
       Gain on disposal of property in foreclosure           (16,363)            --
       Change in accounts:                                                         
         Restricted cash                                       5,029         (8,779)
         Accounts receivable                                (106,802)        12,663
         Escrows for taxes and insurance                      58,578        (72,777)
         Other assets                                        (18,518)       (86,890)
         Accounts payable                                     (2,933)         5,561
         Tenant security deposit liabilities                  (5,029)         8,779
         Accrued taxes                                       (50,697)        10,669
         Other liabilities                                     8,966          1,905
            Net cash provided by operating activities        222,478         60,143
                                                                                   
 Cash flows from investing activities:                                             
    Property improvements and replacements                        --         (1,266)
    Deposits to restricted escrow                           (106,391)            --
    Withdrawals from restricted escrow                       106,391             --
            Net cash used in investing activities                 --         (1,266)
                                                                                   
 Cash flows from financing activities:                                             
    Payments on mortgage notes payable                      (225,802)            --
    Loan extension costs                                     (29,875)       (22,072)
            Net cash used in financing activities           (255,677)       (22,072)
                                                                                   
 Net (decrease) increase in cash                             (33,199)        36,805
                                                                                  
 Cash at beginning of year                                   732,942        696,137
                                                                                   
 Cash at end of year                                      $  699,743    $   732,942
                                                                                  
 Supplemental disclosure of cash flow information:                                 
    Cash paid for interest                                $1,634,143    $ 2,286,230

<FN>
                 See Accompanying Notes to Financial Statements

</TABLE>


                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES

Foreclosure

   During 1995, Forest Ridge Shopping Center and Bay Village Shopping Center
were foreclosed upon by the mortgage holders.  In connection with these
foreclosures, the following balance sheet accounts were adjusted by the non-cash
amounts noted below:

                                                                             
                                      Forest Ridge     Bay Village
                                                                  
 Accounts receivable                  $    (25,405)    $   (27,127)
 Other assets                              (31,509)         (3,794)
 Investment properties                  (7,586,627)     (6,239,195)
 Accumulated depreciation                1,163,217       1,096,113
 Accrued taxes                              66,643              --
 Accounts payable                               --          (5,124)
 Other liabilities                          57,968           1,881
 Mortgage notes payable                  7,200,000       5,193,609
                                                                 
 Gain on disposal of properties        $   844,287     $    16,363

                 See Accompanying Notes to Financial Statements

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III

                          Notes to Financial Statements

                                December 31, 1995


Note A - Organization and Significant Accounting Policies

Organization:  Brunner  Companies Income Properties L.P. III  (the "Partnership 
or "Registrant"), a Delaware limited partnership, was formed on March 10,  1989,
for  the purpose of acquiring and  operating the following retail  centers:  Bay
Village, a 133,474  square foot retail center  in Conway, South Carolina; Forest
Ridge, a 164,672 square foot retail center in Asheville, North Carolina; Gateway
Plaza, a  157,141  square foot  retail center  in  Mt. Sterling,  Kentucky;  and
Highpoint Village, a  153,267 square foot  retail center in Bellefontaine,  Ohio
(collectively  referred to as the  Retail Centers ).  The Seller of these Retail
Centers was related to the then general partners of the Partnership.  On January
5, 1995, and December 4, 1995, the mortgage holders on the Forest Ridge Shopping
Center  and   Bay  Village   Shopping  Center  foreclosed   on  the  properties,
respectively.   Refer  to "Note  K" of  the financial  statements for  a further
discussion of the foreclosure transactions.

The general partner of the Partnership is Brunner Management Limited Partnership
("General Partner").   The General Partner is an Ohio limited  partnership whose
general partner is  104 Management, Inc. ("Managing General Partner")  and whose
limited partner  is a  shareholder of 104  Management, Inc.   On  March 5, 1993,
IBGP, Inc.,  an affiliate of Insignia  Brunner L.P., acquired  a majority of the
outstanding  stock of  104 Management, Inc.   IBGP, Inc. is  an indirect wholly-
owned  subsidiary  of  Metropolitan  Asset  Enhancement L.P.,  an  affiliate  of
Insignia Financial  Group, Inc.   As  a result  of this  transaction, IBGP, Inc.
effectively controls the Managing General Partner of the Partnership.

The Partnership shall continue in existence  until December 31, 2008,  unless it
is  earlier  dissolved  and  terminated  pursuant  to  the  provisions  of   the
partnership agreement.

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

Investment Properties:  During 1995, the Partnership adopted FASB Statement  No.
121,  "Accounting for  the Impairment  of Long-Lived  Assets and  for Long-Lived
Assets to be Disposed Of", which requires impairment losses to be recognized for
long-lived assets used  in operations when indicators of impairment  are present
and the  undiscounted  cash flows  are  not sufficient  to recover  the  assets'
carrying amount.  The impairment loss is measured by comparing the fair value of
the asset to its  carrying amount.  The adoption of  FASB No. 121 did not have a
material effect on the Partnership's financial statements.

Buildings  and improvements are  depreciated on the straight-line  basis over an
estimated useful life of 5 to 31.5  years.  Tenant improvements are  depreciated
over the term of the lease.

For Federal  income tax  purposes,  the Partnership  depreciates a  portion  (90
percent attributable to non tax-exempt investors) of the property s basis  using
the straight-line method over thirty-one and one-half years  and the balance (10
percent  attributable to  tax-exempt investors)  using the  straight-line method
over forty years.

Advertising:  The Partnership expenses the costs of advertising as incurred.  

Leases:   The  Partnership  leases  certain commercial  space to  tenants  under
various  lease  terms.    For  leases  with fixed  rental  increases,  rents are
recognized on a straight-line basis over the terms of the lease.  This straight-
line basis recognized $17,604  more in rental income than has been  collected in
1995 and prior years.   This amount is expected to be  collected in future years
as cash collections under the terms of the leases exceed the straight-line basis
of revenue recognition.  For all other leases, minimum rents are recognized over
the terms of the leases as received.

Lease Commissions:   Lease  commissions  are capitalized  and amortized  by  the
straight-line  method over the life of the applicable  lease.  Lease commissions
of  $48,648, net of accumulated  amortization of $20,157, are  included in other
assets.

Loan Costs:   Loan  extension costs  of $29,875  were incurred  in extending the
mortgages on Gateway Plaza  and Highpoint Village.  These costs are  included in
other assets and are being amortized  on a straight-line basis over the terms of
the respective extensions.

Cash:

Unrestricted -  Unrestricted cash includes  cash on hand and in  banks and money
market funds.   At  certain times  the amount  of cash deposited  at a bank  may
exceed the limit on insured deposits.

Restricted cash -  tenant security deposits - The Partnership  requires security
deposits from new lessees for the duration of the lease with such deposits being
considered  restricted cash.   Deposits  are refunded  when the  tenant vacates,
provided the  tenant has  not damaged  its space  and is current  on its  rental
payments.

Fair  Value:  In  1995,  the  Partnership  implemented  Statement  of  Financial
Accounting  Standards  No.  107,  "Disclosure  about  Fair  Value  of  Financial
Instruments,"  which  requires   disclosure  of  fair  value  information  about
financial instruments for  which it is practicable to  estimate that value.  The
Partnership estimates  the fair value of  its fixed rate mortgage  by discounted
cash  flow analysis, based  on estimated borrowing rates  currently available to
the Partnership (Note C).

Reclassification:  Certain   reclassifications  have  been   made  to  the  1994
information to conform to the 1995 presentation.


Note B - Partnership Allocations, Contributions and Distributions

Distributions of operating  cash flow, as defined in the  partnership agreement,
will be distributed as follows:

        First, to  the Class  A  Limited Partners  until  they have  received  a
        cumulative noncompounded  annual cash  return of  10% (Class  A priority
        return) of their adjusted capital contributions;

        Second,  to the  Class B  Limited  Partners until  they have  received a
        cumulative noncompounded  annual cash  return of  10% (Class  B priority
        return) of their adjusted capital contributions;

        Third,  to the General Partner to the extent that taxable income for the
        fiscal year is allocated to the General Partner; and

        Fourth,  to the  Class A  Limited Partners  and to  the Class  B Limited
        Partners an amount equal to 99% and 1%, respectively, of the balance, if
        any, remaining.  

Taxable  income or loss from operations will  be allocated 98.01% to the Class A
Limited  Partners, .99% to the  Class B Limited  Partners and 1%  to the General
Partner.

All  excess  proceeds  from  sales  and  debt  refinancings  generally  will  be
distributed in the following order:

        First,  to the  Class A  Limited Partners  until their  adjusted capital
        contributions are reduced to zero;

        Second, to  the Class B  Limited Partners until  their adjusted  capital
        contributions are reduced to zero;


Note B - Partnership Allocations, Contributions and Distributions (continued)

        Third, to the Class A Limited Partners for any unpaid priority return of
        cash distributions of operating cash flows;

        Fourth, to the Class B  Limited Partners for any unpaid  priority return
        of cash distributions of operating cash flows;

        Fifth, to the General Partner until its original capital contribution is
        reduced to zero; and

        The balance, if any, 74.25% to the Class A Limited Partners, .75% to the
        Class B Limited Partners and 25% to the General Partner.


During 1994,  the number of  Class A limited partnership units  decreased by 500
due to  Class A limited partners abandoning  their units.  In  abandoning his or
her partnership  units, a  limited  partner relinquishes  all right,  title  and
interest in the Partnership as of the date of abandonment.

As  of  December  31,  1995,  the Partnership  had  undeclared  distributions of
$3,751,198 or $4.41  per Class A unit and  $53,750 or $6.25 per Class B  unit of
the cumulative annual 10% cash returns.

Note C - Mortgage Notes Payable


<TABLE>
<CAPTION>                                                                              
                  Principal        Monthly                     
                  Balance At      Principal     Stated                   Balance
                 December 31,    and Interest  Interest    Maturity      Due At
 Property            1995          Payment       Rate        Date       Maturity
<S>              <C>             <C>            <C>     <C>           <C>                          
 Gateway Plaza                                                                   
  1st mortgage    $ 5,561,960     $ 50,833       9.25%   01/01/08(1)   $3,498,386
                                                                                
 Highpoint                                                                       
  1st mortgage      6,534,629       60,000       9.25%   10/01/08(1)    3,770,374
                                                                                 
        Total     $12,096,589     $110,833                                       

<FN>
(1)      These mortgages matured March 1, 1995, and were not paid resulting in a
         default until  the Partnership successfully obtained  a long-term  loan
         extension  in  May 1995  to  the  year 2008.    Both  notes  are cross-
         collateralized and cross-defaulted and have an interest rate of 9.25%.

The estimated fair  values of the Partnership's aggregate debt  approximates the
carrying value.

The mortgage notes payable are  secured by the properties and by a pledge of the
revenues from the respective properties.


Note C - Mortgage Notes Payable (continued)

Schedule of principal payments of mortgage notes payable subsequent to  December
31, 1995, are as follows:

                            1996                $   218,563
                            1997                    239,660
                            1998                    262,793
                            1999                    288,158
                            2000                    315,973
                            Thereafter           10,771,442
                                                           
                                                $12,096,589
  

Note D - Operating Leases

Tenants  are responsible for their own utilities and maintenance of their space,
and payment of their proportionate  share of common area maintenance, utilities,
insurance and real estate taxes.  Real estate  taxes, insurance, and common area
maintenance expenses are paid directly by  the Partnership.  The  Partnership is
then reimbursed by the tenants for their proportionate share.  The expenses paid
by the Partnership are included in the accompanying Statements of Operations  as
property taxes,  insurance,  and  operating expenses.    The  portion  which  is
reimbursable from the  tenants has been  classified as tenant  reimbursements in
the accompanying Statements of Operations.

Most of the leases also provide for percentage rent of .75% to 5% of sales after
a certain level  of sales are achieved.   Percentage rents were not  material in
1995 and 1994.

The  future minimum rental payments  to be received  under operating leases that
have initial or remaining noncancellable lease terms in excess of one year as of
December 31, 1995, are as follows:
         
                            1996                $ 1,461,610
                            1997                  1,355,263
                            1998                  1,230,500
                            1999                  1,122,166
                            2000                  1,032,389
                            Thereafter            8,478,351
                                                           
                                                $14,680,279

One  anchor tenant  represents $5,624,297  of the  above minimum  future rentals
under leases expiring in 2008.

Note E - Major Tenants

Rent from tenants representing at least 10% of rental income were as follows:

                                    1995                     1994
                               Amount    Percent      Amount       Percent
                                                              
 Wal-Mart Stores, Inc.       $654,740      31%      $1,013,122       35%
 Kroger                       345,424      16%         345,424       12%


Note F - Contingencies

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

Note G - Valuation Adjustments

During  the  first  quarter  of  1995,  the  Forest  Ridge  Shopping Center  was
foreclosed  on by  the  mortgage  note  holder.    As  part of  the  foreclosure
transaction, the  Partnership  recorded a  valuation write-down  of $414,859  to
reduce the carrying  costs of Forest Ridge to its  estimated market value and an
extraordinary gain on extinguishment of debt in the foreclosure of this property
of $844,287.  

The  estimated fair value of Bay  Village approximated the amount payable to the
mortgage  holder;  therefore,  a  gain  on  the  disposal  of  the  property  in
foreclosure  of $16,363,  the difference  between  the  carrying values  of  the
property and the debt for the mortgage holder, was recorded.

During 1994, all  of the  properties in  the Partnership  experienced cash  flow
difficulties.   Accordingly,  in the  fourth  quarter of  1994, the  Partnership
recorded  a  valuation write-down  to reduce  the carrying  costs of  the assets
related to  Highpoint, Bay  Village and  Gateway Plaza based  on estimated  fair
values.   Prior  to the  implementation of  FASB No.  121, the  write-downs were
calculated  using the  higher  of  nonrecourse debt,  when  applicable,  or  net
operating income of the property capitalized at a rate deemed reasonable for the
type  of property  adjusted for  market  conditions, physical  condition of  the
property and  other factors to assess whether any permanent  impairment in value
has occurred.  Due  to highly competitive conditions  in the market  place which
forced reductions in  average rental rates to  maintain occupancy levels and the
likely move-out of an anchor tenant, the Managing General Partner concluded that
a permanent impairment in  value had occurred.   The  write-downs resulted in  a
charge to operations of $696,805 for the year ended December 31, 1994.

Note H - Income Taxes

The Partnership is classified as a partnership for Federal income  tax purposes.
Accordingly, no provision for income  taxes is made in  the financial statements
of the Partnership.   Taxable income or  loss of the Partnership  is reported in
the income tax returns of its partners.

Differences between the  net income (loss) as  reported and Federal taxable loss
result  primarily  from  (1)  write-down  of  property,  (2)  depreciation  over
different  methods  and  lives  and  on  differing  cost  bases  of   investment
properties, and (3) change in  rental income received in advance.  The following
is a reconciliation of reported net income (loss) and Federal taxable loss:

                                                      1995           1994    
                                                                            
 Net income (loss) as reported                                              
 Add (deduct):                                    $   176,450    $(1,348,974)
       Depreciation differences                       (47,227)       (55,239)
       Unearned income                                  5,761          6,191
       Miscellaneous                                   (4,462)        (3,220)
       Write-down of properties                            --        696,805
       Loss on foreclosure                         (1,965,272)            --
                                                                           
 Federal taxable loss                             $(1,834,750)   $  (704,437)
                                                                            
 Federal taxable loss per Class A                                           
       limited partnership unit                   $     (2.11)   $      (.81)

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

                                                                              
            Net assets as reported              $  619,263
            Land and buildings                   1,871,690
            Accumulated depreciation               (37,017)
            Syndication                            830,579
            Other                                    2,885
            Net assets - Federal tax basis      $3,287,400

Note I - Transactions with Affiliated Parties

The Partnership  has no  employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management and  administration  of  all
partnership activities.   The  partnership agreement  provides  for payments  to
affiliates for services  and for reimbursement  of certain expenses incurred  by
affiliates on  behalf of the  Partnership.  The following payments  were made to
affiliates of Insignia Financial Group, Inc. in 1995 and 1994:
                                                                       

                                                 1995             1994
                                                                       
 Property management fees                       $68,728         $87,196
 Reimbursement for services of affiliates        29,572          38,712
 Leasing commissions                             26,055          32,821

The  Partnership insures its properties under a master  policy through an agency
and insurer unaffiliated with the General  Partner.  An affiliate of the General
Partner  acquired,  in   the  acquisition  of  a  business,   certain  financial
obligations from an insurance agency which was  later acquired by the agent  who
placed  the  current  year's master  policy.    The current  agent  assumed  the
financial  obligations to  the affiliate  of the  General Partner,  who receives
payments on these obligations from the agent.   The amount of the  Partnership's
insurance  premiums accruing  to the  benefit of  the  affiliate of  the General
Partner by virtue of the agent's obligations is not significant.


Note J - Investment Properties and Accumulated Depreciation


</TABLE>
<TABLE>
<CAPTION>
   
                                               Initial Cost
                                               To Partnership 
                                                                         Cost
                                                       Buildings     Capitalized
                                                      and Related     (Removed)
                                                        Personal    Subsequent to
 Description              Encumbrances      Land        Property     Acquisition 
 Retail Centers                                                                 
<S>                      <C>           <C>           <C>            <C>
 Gateway Plaza                                                                  
  Mt.Sterling, Kentucky   $ 5,561,960   $1,021,523    $ 6,590,424    $(1,441,555)
                                                                                
 Highpoint Village                                                        29,000
  Bellefontaine, Ohio       6,534,629      720,676      7,848,598       (342,167)
                                                                                
 Totals                   $12,096,589   $1,742,199    $14,439,022    $(1,754,722)

</TABLE>

Note J - Investment Properties and Accumulated Depreciation (continued)

<TABLE>
<CAPTION>
                                           Gross Amount At Which Carried                      
                                               At December 31, 1995                          
                                        Buildings                                          
                                       And Related                                         
                                        Personal                       Accumulated       Date      Depreciable
 Description                 Land       Property          Total        Depreciation    Acquired     Life-Years 
<S>                     <C>           <C>              <C>              <C>           <C>           <C>
 Gateway Plaza                                                                                           
  Mt.Sterling,           $  835,082    $  5,335,310     $  6,170,392     $ 1,240,426   09/22/89      28-31.5
                                                                                           
 Highpoint Village                                                                         
  Bellefontaine, Ohio       690,365       7,565,742        8,256,107       1,499,439   09/22/89      5-31.5
                                                                                           
       Totals            $1,525,447     $12,901,052      $14,426,499     $ 2,739,865       
</TABLE>

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                                        1995            1994    
 Investment Properties                                                         
                                                                              
 Balance at beginning of year                        $28,667,180    $29,362,719
     Property improvements                                    --          1,266
     Write-down of properties                           (414,859)      (696,805)
     Foreclosure of Forest Ridge                      (7,586,627)            --
     Foreclosure of Bay Village                       (6,239,195)            --
 Balance at End of Year                              $14,426,499    $28,667,180
                                                                              
 Accumulated Depreciation                                                      
                                                                               
 Balance at beginning of year                        $ 4,416,756    $ 3,608,017
     Additions charged to expense                        582,439        808,739
     Foreclosure of Forest Ridge                      (1,163,217)            --
     Foreclosure of Bay Village                       (1,096,113)            --
 Balance at End of Year                              $ 2,739,865    $ 4,416,756

Note J - Investment Properties and Accumulated Depreciation (continued)

The  aggregate cost  of the  real  estate  for Federal  income  tax purposes  at
December  31, 1995  is $16,298,189.   The  accumulated depreciation  balance for
Federal income tax purposes at December 31, 1995 is $2,776,882.

Note K - Foreclosure of Forest Ridge and Bay Village

On January 5, 1995, the lender foreclosed on Forest  Ridge Shopping Center.  The
$7,200,000  mortgage matured January  1, 1994, and was  in default.   The lender
granted  forebearances through  June  30, 1994,  while  refinancing  discussions
continued  between the Partnership and  the lender.   These discussions  did not
ultimately produce an agreement to either refinance or sell the property and the
Partnership did not contest the lender's   foreclosure.  In the Managing General
Partner's opinion, it was not in the Partnership's best interests to contest the
foreclosure action  or file  bankruptcy.   On January  5, 1995,  the Partnership
recorded a valuation write-down of $414,859 to  reduce the carrying costs of the
Forest Ridge assets to their estimated market value and an extraordinary gain on
extinguishment of debt in the foreclosure of $844,287.

On December 4, 1995, Aetna Life Insurance Company, the lender, foreclosed on Bay
Village  Shopping Center,  located in  Conway, South  Carolina.   The $5,300,000
mortgage matured January 1, 1994, and had been in default since that date.   The
lender  granted  forebearances  through   June  30,   1994,  while   refinancing
discussions continued between the Partnership and the lender.  These discussions
did not ultimately produce an agreement to either refinance or sell the property
and the lender foreclosed  on the property.   In the Managing General  Partner's
opinion,  it  was  not  in  the  Partnership's  best  interest  to  contest  the
foreclosure action or file bankruptcy.   

The estimated  fair value of Bay Village approximated the  amount payable to the
mortgage  holder;  therefore,  a  gain  on  the  disposal  of  the  property  in
foreclosure  of $16,363,  the  difference  between the  carrying  value  of  the
property and the debt to the mortgage holder, was recorded.

Operating  revenues  and  expenses  from  Forest  Ridge  and  Bay  Village  were
approximately  $588,000 and $620,000,  respectively, in 1995 and  $1,418,000 and
$1,664,000, respectively, in 1994.

Item 8.     Changes in and Disagreements with Accountants on Accounting and   

            Financial Disclosure

            None.

                                    PART III


Item 9.     Directors,  Executive  Officers,   Promoters  and  Control  Persons;
            Compliance with Section 16(a) of the Exchange Act

    The Registrant has  no officers or directors.  The  Managing General Partner
manages and controls the Registrant and has general responsibility and authority
in all matters affecting its business.

    The name of  the directors and executive  officers of 104  Management, Inc.,
the Partnership's Managing  General Partner, as of  December 31, 1995, their age
and the nature of all positions with 104 Management, Inc. presently held by them
are  set forth below.   There are no  family relationships between  or among any
officers and directors.


Name                                Age                  Position

Carroll D. Vinson                   55                   President, Director

Robert D. Long, Jr.                 28                   Controller,   Principal
                                                         Accounting Officer

William H. Jarrard, Jr.             49                   Vice President

John K. Lines                       36                   Secretary

Kelley M. Buechler                  38                   Assistant Secretary


Carroll  D. Vinson  has  been  President of  the  Managing General  Partner  and
Metropolitan  Asset Enhancement,  L.P. ("MAE")  subsidiaries since  August 1994.
Prior to that, during 1993 to August 1994, Mr. Vinson was affiliated with Crisp,
Hughes  & Co.  (regional CPA firm)  and engaged in various  other investment and
consulting activities.  Briefly, in early  1993, Mr. Vinson served  as President
and Chief  Executive Officer  of Angeles Corporation, a  real estate  investment
firm.    From 1991  to  1993 Mr.  Vinson was  employed  by  Insignia in  various
capacities  including Managing  Director-President during  1991.   From 1986  to
1990, Mr. Vinson was President  and Director of U.S. Shelter Corporation, a real
estate services company, which sold substantially  all of its assets to Insignia
in December 1990. 

Robert  D. Long,  Jr.  is Controller  and  Principal Accounting  Officer of  the
Managing General Partner and MAE subsidiaries.  Prior to joining MAE in February
1994, he was  an auditor for the State of  Tennessee and was associated with the
accounting firm  of Harshman  Lewis and  Associates.   He is  a graduate  of the
University of Memphis.

William  H. Jarrard, Jr. is Vice  President of the Managing  General Partner and
MAE subsidiaries and Managing Director - Partnership Administration of Insignia.
During the five years prior to joining Insignia in 1991, he  served in a similar
capacity for U.S. Shelter.  Mr. Jarrard is a graduate of the University of South
Carolina and a certified public accountant.

John K.  Lines  has been  Secretary of  the  Managing  General Partner  and  MAE
subsidiaries since  August 1994  and General Counsel and  Secretary of  Insignia
since July 1994.   From May 1993  until June 1994,  Mr. Lines was the  Assistant
General Counsel and Vice President of Ocwen  Financial Corporation in West  Palm
Beach, Florida.   From October  1991 until  April 1993, Mr. Lines  was a  Senior
Attorney  with Banc  One Corporation  in Columbus,  Ohio.   From May  1984 until
October  1991, Mr.  Lines was  employed as  an associate  with Squire  Sanders &
Dempsey in Columbus, Ohio.

Kelley M. Buechler  is Assistant Secretary of  the Managing General  Partner and
MAE subsidiaries and  Assistant Secretary  of Insignia.  During  the five  years
prior to joining  Insignia in 1991, she  served in a  similar capacity for  U.S.
Shelter.  Ms. Buechler is a graduate of the University of North Carolina.


Item 10.    Executive Compensation

  None of the  directors and officers of  the Managing General Partner  received
any remuneration from the Registrant.


Item 11. Security Ownership of Certain Beneficial Owners and Management

  As  of  December  31, 1995,  there  were  850,900  Units  and  8,600 units  of
Subordinated  Interest issued and  outstanding.  The following  table sets forth
certain information,  as of December 31,  1995, (except to  the extent otherwise
indicated), with  respect to  the ownership of Units  and units  of Subordinated
Interest by:   (i) any person or group who is known to the Partnership to be the
beneficial owner  of more than 5%  of either the Units  or units of Subordinated
Interest; (ii)  the directors  and  officers of  the Managing  General  Partner,
naming  them;  and (iii)  the directors  and  officers of  the  Managing General
Partner as a group.

                                                       Units of Subordinated
Name and Address                       Units (1)           Interest (1)    
   or Group                         Amount   Percent      Amount   Percent

Insignia Brunner L.P.                 --        --         8,600    100%
One Insignia Financial Plaza
Greenville, SC 29602

Alexander Hamilton Life             106,383(2)  12.5%        --       --
Insurance Company
of America
33045 Hamilton Boulevard
Farmington Hills, 
Michigan 48018

All directors and officers            --         --          --       -- 
 of the Managing General
 Partner (5 persons) as a group


(1)   The Limited  Partners have  no right  or authority  to participate in  the
      management  or control  of  the Partnership  or  its business.    However,
      Limited Partners do have  limited rights to approve or  disapprove certain
      fundamental  Partnership  matters  as  provided  in  "Article  7"  of  the
      Partnership  Agreement.     Transfer  of  Units  are  subject  to  certain
      restrictions set forth in "Article 9" of the Partnership Agreement.

(2)   To  the best knowledge of the Partnership,  these Units are held with sole
      voting and investment power (see Note (1) above).


Item 12.  Certain Relationships and Related Transactions

   The General Partner did not  receive cash distributions from  or with respect
to the fiscal years ended December 31, 1995 and 1994.  For  a description of the
share  of  cash distributions  from  operations, if  any, to  which  the General
Partner is entitled, see "Note B" of the financial  statements included in "Item
7" of this report.

   The  Registrant  has  a  property  management  agreement  with  affiliates of
Insignia  pursuant to which such  affiliates have  assumed direct responsibility
for  day-to-day  management  of the  Partnership's  properties.    This  service
includes the  supervision of  leasing, rent  collection, maintenance, budgeting,
employment  of  personnel,  payment  of  operating  expenses,  etc.   Insignia's
affiliate  received a property management fee equal to 3% of gross revenues from
all tenants.  Insignia's affiliate was property manager of Highpoint and Gateway
for  all of  1995 and  1994 and  provided property  management services  for Bay
Village  and  Forest  Ridge  from  November  1,  1993 until  the  date  of their
foreclosure.   During the twelve months  ended December  31, 1995  and 1994,  an
affiliate  of  Insignia  received  $68,728 and  $87,196  in  fees  for  property
management, respectively.

   Section 6.4 of the Partnership Agreement provides that the Partnership  shall
reimburse the General Partner and its affiliates for all out-of-pocket costs and
expenses incurred  by the General  Partner and it affiliates  in connection with
the  operation of  the  Partnership's business,  including,  without limitation,
legal  and  accounting  fees  and the  cost  of  other  administrative  services
performed by  them for the benefit  of the Partnership;  provided that  any such
reimbursement shall be in an amount equal to the lesser of the General Partner's
or  affiliates'  actual  cost with  respect  thereto  or  the  amount  which the
Partnership would be  required to  pay to an  independent person  for comparable
services  in  the  same  geographic  location;  and  further  provided  that  no
reimbursement is permitted with respect to, among other things, salaries, fringe
benefits,  travel expenses and other administrative  items incurred or allocated
to any controlling persons of the General Partner or any affiliate.

   If  the Partnership  requires additional  funds, the  General Partner  or its
affiliates  may, but are not  obligated to, lend funds to  the Partnership.  Any
such loan and  any disposition, re-negotiation or  other subsequent  transaction
involving such  loan, shall be made  only upon receipt  from an  independent and
qualified advisor  of an opinion letter to the effect that such proposed loan or
disposition,  re-negotiation or subsequent  transaction is fair and  at least as
favorable  to the Partnership as a  loan to an unaffiliated  borrower in similar
circumstances.   The advisor's compensation must be paid  by the General Partner
and is not reimbursable by the  Partnership.  No such loan has yet been made  by
the General Partner.

   A commission  of up to 2% of the sale price may be paid to Brunner Management
Limited Partnership upon the sale  of each of the Retail Centers, if it performs
substantial services in  connection with the sale.   Any such commission paid to
the Brunner Management  Limited Partnership will be subordinated to  the Limited
Partners' priority distributions.  Total commissions paid will not exceed  those
reasonable, customary and  competitive in light of the  size and location of the
Retail Center sold.

   See  "Note  I"  of  the  Financial  Statements  for  further  discussion   of
transactions with related parties and certain other parties.


Item 13.   Exhibits and Reports on Form 8-K

           (a) Exhibits:  See Exhibit Index contained herein.

           (b) Reports on Form 8-K:  A Form 8-K dated December 4, 1995 was filed
               reporting the disposition of the Bay Village Shopping Center.

                                   SIGNATURES

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


                           BRUNNER COMPANIES INCOME PROPERTIES L.P. III,
                           A Delaware Limited Partnership

                           By:   Brunner Management Limited
                                 Partnership,   an  Ohio   Limited  Partnership,
                                 its General Partner

                           By:   104 Management, Inc., an Ohio Corporation,
                                 its General Partner


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

                           Date: March 21, 1996


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



/s/ Carroll D. Vinson                  President         March 21, 1996  
Carroll D. Vinson 




/s/ Robert D. Long, Jr.                Controller        March 21, 1996  
Robert D. Long, Jr.                    and Principal 
                                       Accounting Officer




                                INDEX OF EXHIBITS

Exhibit No.

   3.1               Partnership   Agreement   of   Brunner   Companies   Income
                     Properties  L.P.  III  (the  "Partnership");  [included  as
                     Exhibit B  to the  Prospectus of  Registrant dated  May 12,
                     1989 contained  in Registration  Statement No. 33-27407  of
                     Registrant  filed   May  12,  1989  (the  "Prospectus") and
                     incorporated herein by reference.]

   3.2               Certificate  of  Limited  Partnership for  the Partnership;
                     incorporated  by reference  to Exhibit 3.2  to Registration
                     Statement No. 33-27407 on Form  S-11

   4.1               Form  of   Unitholder  Certificate   for  the  Partnership;
                     incorporated by  reference to  Exhibit 4.1  to Registration
                     Statement No. 33-27407 on Form  S-11

   4.2               Form   of  Subordinated   Interest  Certificate   for   the
                     Partnership; incorporated by  reference to  Exhibit 4.2  to
                     Registration Statement No. 33-27407 on Form S-11

   10.1              Purchase   Agreement  for  Forest  Ridge;  incorporated  by
                     reference  to Exhibit  19.1  to  Form 10-Q  for  the fiscal
                     quarter ended September 30, 1989

   10.2              Purchase  Agreement   for  Bay   Village;  incorporated  by
                     reference  to Exhibit  19.2  to  Form 10-Q  for  the fiscal
                     quarter ended September 30, 1989

   10.3              Purchase  Agreement  for  Gateway  Plaza;  incorporated  by
                     reference  to  Exhibit  19.3 to  Form  10-Q for  the fiscal
                     quarter ended September 30, 1989

   10.4              First  Amendment to  Real  Property Purchase  Agreement for
                     Gateway Plaza, dated September 22, 1989 between Tennessee &
                     Associates   -   IV   ("T&A-IV")   and   the   Partnership;
                     incorporated by reference to Exhibit  10.4 to Form 10-K for
                     fiscal year ended December 31, 1989

   10.5              Second  Amendment to Real  Property Purchase  Agreement for
                     Gateway Plaza, dated March 23, 1990, between T&A-IV and the
                     Partnership;  incorporated by reference to  Exhibit 10.5 to
                     Form 10-K for fiscal year ended December 31, 1989

   10.6              Purchase Agreement for Highpoint  Village; incorporated  by
                     reference to  Exhibit 19.4  to  Form  10-Q for  the  fiscal
                     quarter ended September 30, 1989


Exhibit No.

   10.7              First Amendment  to Real  Property  Purchase Agreement  for
                     Highpoint  Village,  dated   September  22,  1989,  between
                     Tennessee & Associates-VII ("T&A-VII") and the Partnership;
                     incorporated by reference to Exhibit  10.7 to Form 10-K for
                     fiscal year ended December 31, 1989

   10.8              Second  Amendment to  Real Property Purchase  Agreement for
                     Highpoint Village, dated March 23, 1990 between T&A-VII and
                     the  Partnership; incorporated by reference to Exhibit 10.8
                     to Form 10-K for fiscal year ended December 31, 1989

   10.9              Management  Agreement for  Forest  Ridge;  incorporated  by
                     reference to Exhibit 10.6 to Registration Statement No. 33-
                     27407 on Form S-11

   10.10             Amendment  to   Management  Agreement  for  Forest   Ridge;
                     incorporated by reference to  Exhibit 19.5 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989

   10.11             Management  Agreement  for  Bay  Village;  incorporated  by
                     reference to Exhibit 10.5 to Registration Statement No. 33-
                     27407 on Form S-11

   10.12             Amendment   to  Management   Agreement  for   Bay  Village;
                     incorporated by  reference to Exhibit 19.6 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989

   10.13             Management  Agreement  for  Gateway Plaza;  incorporated by
                     reference to Exhibit 10.7 to Registration Statement No. 33-
                     27407 on Form S-11

   10.14             Assignment of  Management Agreement  to HCI  Management for
                     Gateway Plaza; incorporated by reference to Exhibit 19.7 to
                     Form 10-Q for the fiscal quarter ended September 30, 1989

   10.15             Amended  and  restated  Management  Agreement  for  Gateway
                     Plaza; incorporated  by reference  to Exhibit  19.9 to Form
                     10-Q for the fiscal quarter ended September 30, 1989

   10.16             Management   Agreement   for   Gateway  Plaza   with   Lane
                     Consultants, Inc. by reference to Exhibit 10.16 to Form 10-
                     K for fiscal year ended December 31, 1990

   10.17             Management Agreement for Highpoint Village; incorporated by
                     reference to Exhibit 10.8 to Registration Statement No. 33-
                     27407 on Form S-11

   10.18             Assignment of Management  Agreement to  HCI Management  for
                     Highpoint  Village;  incorporated  by reference  to Exhibit
                     19.8  to Form 10-Q for  the fiscal  quarter ended September
                     30, 1989


Exhibit No.

   10.19             Amended  and Restated  Management  Agreement  for Highpoint
                     Village; incorporated by reference to Exhibit 19.10 to Form
                     10-Q for the fiscal quarter ended September 30, 1989

   10.20             Bay Village Lease  with Wal-Mart Stores, Inc.; incorporated
                     by reference to  Exhibit 10.9 to Registration Statement No.
                     33-27407 on Form S-11

   10.21             Bay  Village Lease  with Consolidated  Stores International
                     Corporation d/b/a  Odd Lots;  incorporated by  reference to
                     Exhibit 10.10  to Registration  Statement No.  33-27407  on
                     Form S-11

   10.22             Forest Ridge Lease with Wal-Mart Stores, Inc.; incorporated
                     by reference to Exhibit 10.12 to Registration Statement No.
                     33-27407 on Form S-11

   10.23             Forest  Ridge Lease  with  Goody's  Family  Clothing  Inc.;
                     incorporate by  reference to Exhibit  10.13 to Registration
                     Statement No. 33-27407 on Form S-11

   10.24             Gateway   Plaza   Lease   with   Wal-Mart   Stores,   Inc.;
                     incorporated by reference to Exhibit  10.15 to Registration
                     Statement No. 33-27407 on Form S-11

   10.25             Gateway  Plaza  Lease   with  J.C.  Penney  Company,  Inc.,
                     incorporated by reference to Exhibit 10.16 to  Registration
                     Statement No. 33-27407 on Form S-11

   10.26             Gateway Plaza  Lease with Food  Lion, Inc.; incorporated by
                     reference to  Exhibit 10.17  to Registration  Statement No.
                     33-27407 on Form S-11

   10.27             Highpoint  Village   Lease  with   Wal-Mart  Stores,  Inc.;
                     incorporated by reference to  Exhibit 10.18 to Registration
                     Statement No. 33-27407 on Form S-11

   10.28             Second Amendment  to Highpoint Village  Lease with Wal-Mart
                     Stores, Inc.; incorporated by reference to Exhibit 10.27 to
                     Form 10-K for fiscal year ended December 31, 1989

   10.29             Highpoint Village  Lease with James  R. Keen and Alfred  E.
                     Lefeld  d/b/a  Warehouse   Paint  Center;  incorporated  by
                     reference to  Exhibit 10.19 to  Registration Statement  No.
                     33-27407 on Form S-11

   10.30             Highpoint Village Lease  with The Kroger  Co.; incorporated
                     by reference to Exhibit 10.20 to Registration Statement No.
                     33-27407 on Form S-11

   10.31             Bay  Village Lease  with  Dayton &  Associates-  XIX ("D&A-
                     XIX"); incorporated  by reference to  Exhibit 19.12 to Form
                     10-Q for the fiscal quarter ended September 30, 1989


Exhibit No.

   10.32             Forest Ridge  Ground Lease with  Dayton &  Associates-XVIII
                     ("D&A-XVIII"); incorporated by reference  to Exhibit  19.11
                     to Form  10-Q for  the fiscal  quarter ended September  30,
                     1989

   10.33             Modification and Termination of Ground  Lease and Agreement
                     to  Acquire Assets for  Forest Ridge, dated as  of March 1,
                     1990; incorporated  by reference  to Exhibit  10.32 to Form
                     10-K for fiscal year ended December 31, 1989

   10.34             Bill of Sale from D&A-XVIII to the Partnership dated as  of
                     March 1,  1990; incorporated by  reference to Exhibit 10.33
                     to Form 10-K for fiscal year ended December 31, 1989

   10.35             Assignment  of  Leases  and  Rents  from  D&A-XVIII to  the
                     Partnership,  dated as  of March  1, 1990;  incorporated by
                     reference to  Exhibit 10.34  to Form  10-K for  fiscal year
                     ended December 31, 1989

   10.36             Assignment of Warranties from D&A-XVIII to the Partnership,
                     dated as  of March  1, 1990;  incorporated by reference  to
                     Exhibit 10.35  to Form 10-K for  fiscal year ended December
                     31, 1989

   10.37             Rent Guarantee and  Escrow Agreement, dated as of  March 1,
                     1990, between D&A-XVIII and  the Partnership;  incorporated
                     by reference to Exhibit 10.36 to Form 10-K for fiscal  year
                     ended December 31, 1989

   10.38             Promissory Note  in the amount  of $170,000.00, dated March
                     1,   1990,   between   D&A-XVIII   and   the   Partnership,
                     incorporated by reference to Exhibit 10.37 to Form 10-K for
                     fiscal year ended December 31, 1989

   10.39             Second  Priority Assignment  of Leases  and Rents  from the
                     Partnership  in favor  of  D&A-XVIII dated  March  1, 1990,
                     securing the  Note of even  date; incorporated by reference
                     to  Exhibit  10.38  to Form  10-K  for  fiscal  year  ended
                     December 31, 1989

   10.40             Loan Application  with Aetna  Casualty and  Surety  Company
                     ("Aetna"), incorporated  by reference  to Exhibit  10.21 to
                     Registration Statement No. 33-27407 on Form S-11

   10.41             Supplemental  Letter  of Aetna,  dated September  12, 1988;
                     incorporated by reference to Exhibit  10.22 to Registration
                     Statement No. 33-27407 on Form S-11

   10.42             Supplemental  Letter  of  Aetna,  dated  October 14,  1988;
                     incorporated by reference to Exhibit 10.23 to  Registration
                     Statement No. 33-27404 on Form S-11

   10.43             Supplemental Letter  of  Aetna,  dated  October  26,  1988;
                     incorporated by reference  to Exhibit 10.24 to Registration
                     Statement No. 33-27404 on Form S-11

Exhibit No.

   10.44             Promissory Note secured by a  Mortgage on Bay Village, with
                     Aetna as Payee;  incorporated by reference to Exhibit 10.25
                     to Registration Statement No. 33-27407 on Form S-11

   10.45             Promissory Note secured by a Deed of Trust on Forest Ridge,
                     with Aetna  as Payee; incorporated  by reference to Exhibit
                     10.26 to Registration Statement No. 33-27407 on Form S-11

   10.46             Mortgage,  Assignment of  Rents and Security  Agreement for
                     Bay Village to  Aetna; incorporated by reference to Exhibit
                     10.27 to Registration Statement No. 33-27407 on Form S-11

   10.47             Deed of  Trust, Assignment of  Rents and Security Agreement
                     for Forest  Ridge to  a Trustee for the  benefit of  Aetna;
                     incorporated by reference  to Exhibit 10.28 to Registration
                     Statement No. 33-27407 on Form S-11

   10.48             Assignment of  Rents and  Leases for Bay  Village to Aetna;
                     incorporated by reference to Exhibit  10.29 to Registration
                     Statement No. 33-27407 on Form S-11

   10.49             Assignment of Rents and  Leases for Forest Ridge to  Aetna;
                     incorporated by reference to Exhibit 10.30 to  Registration
                     Statement No. 33-27407 on Form S-11
  
   10.50             Supplemental  Letter  of Aetna,  dated  November  30, 1988;
                     incorporated by reference to Exhibit 19.13 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989

   10.51             Modification and  Assumption Agreement  dated September 22,
                     1989, between Aetna, Seller, and the Partnership concerning
                     D&A-XVIII;  incorporated by reference  to Exhibit  19.14 to
                     Form 10-Q for the fiscal quarter ended September 30, 1989

   10.52             Modification and  Assumption Agreement dated September  22,
                     1989, between Aetna, Seller, and the Partnership concerning
                     D&A-XIX; incorporated by reference to Exhibit 19.15 to Form
                     10-Q for the fiscal quarter ended September 30, 1989

   10.53             Second Modification Agreement  dated March 1, 1990, between
                     Aetna,  Seller, and  the Partnership  concerning D&A-XVIII;
                     incorporated by reference to Exhibit 10.52 to Form 10-K for
                     fiscal year ended December 31, 1989

   10.54             Second  Modification Agreement dated March 1, 1990, between
                     Aetna,  Seller, and  the  Partnership  concerning  D&A-XIX;
                     incorporated by reference to Exhibit 10.53 to Form 10-K for
                     fiscal year ended December 31, 1989

   10.55             Commitment  from  Aetna to  Increase  Mortgage  for  Forest
                     Ridge, dated January 31, 1990; incorporated by reference to
                     Exhibit 10.54 to Form  10-K for fiscal year  ended December
                     31, 1989


Exhibit No.

   10.56             Mortgage Loan Application/Commitment  with Capital  Holding
                     Corporation  for   Highpoint   Village;   incorporated   by
                     reference  to Exhibit 10.33  to Registration  Statement No.
                     33-27407 on Form S-11

   10.57             Mortgage Loan Application/Commitment  with Capital  Holding
                     Corporation for Gateway Plaza; incorporated by reference to
                     Exhibit 10.34  to Registration  Statement  No. 33-27407  on
                     Form S-11

   10.58             Amendment   to   Gateway   Plaza  Mortgage   Loan  Applica-
                     tion/Commitment,  dated  March  6,  1989;  incorporated  by
                     reference  to Exhibit  19.16 to  Form 10-Q  for  the fiscal
                     quarter ended September 30, 1989

   10.59             Amendment   to  Gateway   Plaza  Mortgage   Loan   Applica-
                     tion/Commitment,  dated  March  9,  1989;  incorporated  by
                     reference to  Exhibit 19.17  to Form  10-Q for  the  fiscal
                     quarter ended September 30, 1989

   10.60             Amendment   to  Gateway   Plaza   Mortgage   Loan  Applica-
                     tion/Commitment,  dated  May  1,   1989;  incorporated   by
                     reference  to Exhibit  19.18 to  Form 10-Q  for the  fiscal
                     quarter ended September 30, 1989

   10.61             Amendment    to     Gateway     Plaza     Mortgage     Loan
                     Application/Commitment, dated May  3, 1989; incorporated by
                     reference  to  Exhibit 19.19  to Form  10-Q for  the fiscal
                     quarter ended September 30,1 989

   10.62             Amendment    to     Gateway     Plaza     Mortgage     Loan
                     Application/Commitment, dated June  21, 1989;  incorporated
                     by reference to  Exhibit 19.20 to Form 10-Q for  the fiscal
                     quarter ended September 30, 1989

   10.63             Amendment    to    Highpoint    Village    Mortgage    Loan
                     Application/Commitment, dated March  6, 1989;  incorporated
                     by reference to  Exhibit 19.21 to Form 10-Q for  the fiscal
                     quarter ended September 30, 1989

   10.64             Amendment    to    Highpoint    Village    Mortgage    Loan
                     Application/Commitment, dated March  9, 1989;  incorporated
                     by reference to  Exhibit 19.22 to Form 10-Q for  the fiscal
                     quarter ended September 30, 1989

   10.65             Amendment    to    Highpoint    Village    Mortgage    Loan
                     Application/Commitment,  dated May 1, 1989; incorporated by
                     reference  to Exhibit  19.23 to  Form  10-Q for  the fiscal
                     quarter ended September 30, 1989

   10.66             Amendment    to    Highpoint    Village    Mortgage    Loan
                     Application/Commitment, dated May 3, 1989;  incorporated by
                     reference to  exhibit 19.24  to Form  10-Q  for the  fiscal
                     quarter ended September 30, 1989

   10.67             Amendment    to    Highpoint    Village    Mortgage    Loan
                     Application/Commitment, dated June  21, 1989;  incorporated
                     by reference to  Exhibit 19.25 to Form 10-A for  the fiscal
                     quarter ended September 30, 1989


Exhibit No.

   10.68             Promissory  Note for  $5,850,000 secured  by a  Mortgage on
                     Gateway Plaza, with  Commonwealth Life Insurance Company as
                     Payee, incorporated  by reference to  Exhibit 19.26 to Form
                     10-Q for the fiscal quarter ended September 30, 1989

   10.69             Promissory  Note for  $6,600,000 secured  by a  Mortgage on
                     Highpoint Village, with Commonwealth Life Insurance Company
                     as  Payee; incorporated  by reference  to Exhibit  19.27 to
                     Form 10-Q for the fiscal quarter ended September 30, 1989

   10.70             Mortgage, Assignment  of Rents  and Security  Agreement for
                     Gateway  Plaza  to  Commonwealth  Life  Insurance  Company;
                     incorporated by reference to Exhibit 19.28 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989

   10.71             Mortgage, Assignment  of Rents  and Security  Agreement for
                     Highpoint  Village  to   Commonwealth  Insurance   Company;
                     incorporated by reference to Exhibit 19.29 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989

   10.72             Assignment  of  Rents  and  Leases  for  Gateway  Plaza  to
                     Commonwealth Insurance Company;  incorporated by  reference
                     Exhibit  19.30 to  Form 10-Q for  the fiscal  quarter ended
                     September 30, 1989

   10.73             Assignment  of Rents  and Leases  for Highpoint  Village to
                     Commonwealth Insurance Company;  incorporated by  reference
                     to Exhibit 19.31 to Form 10-Q for the fiscal quarter  ended
                     September 30, 1989

   10.74             Application and Agreement for Irrevocable Letter of  Credit
                     from Fleet National Bank dated May 8, 1989; incorporated by
                     reference to  Exhibit  19.32 to  Form 10-Q  for the  fiscal
                     quarter ended September 30, 1989

   10.75             Letter of Credit, issued May 11, 1989,  from Fleet National
                     Bank in the amount of $5,850,000; incorporated by reference
                     to Exhibit 19.33 to Form 10-Q for the fiscal quarter  ended
                     September 30, 1989

   10.76             First Amendment to  $5,850,000 Letter of Credit, dated July
                     21,  1989, extending the  expiration date of the  Letter of
                     Credit; incorporated by  reference to Exhibit 19.34 to Form
                     10-Q for the fiscal quarter ended September 30, 1989

   10.77             Second Amendment  to  $5,850,000 Letter  of  Credit,  dated
                     September 25,  1989, reducing the  amount of the letter  of
                     credit to $2,050,000; incorporated by  reference to Exhibit
                     19.35 to Form 10-Q  for the fiscal quarter  ended September
                     30, 1989

   10.78             Modification  of Promissory  Note,  Mortgage  and  Security
                     Agreement and Security Documents  for Gateway Plaza between
                     T&A-IV  and  Fleet  National  Bank,  dated  May  12,  1989;
                     incorporated by reference to Exhibit 19.36 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989



Exhibit No.

   10.79             Intercreditor   Agreement   dated   May  12,   1989,  among
                     Commonwealth Life  Insurance Company,  Fleet National Bank,
                     Capital Holding Corporation, Fidelity Land Title Agency and
                     T&A-IV; incorporated by  reference to Exhibit 19.37 to Form
                     10-Q for the fiscal quarter ended September 30, 1989

   10.80             Loan Agreement, dated  May 12, 1989, between Fleet National
                     Bank and T&A-IV; incorporated by reference to exhibit 19.38
                     to Form  10-Q for  the fiscal  quarter ended  September 30,
                     1989

   10.81             Third Amendment  to $2,050,000.00  Letter of Credit,  dated
                     November  14,1989, extending  the  expiration date  of  the
                     Letter  of  Credit; incorporated  by  reference  to Exhibit
                     10.80 to Form 10-K for fiscal year ended December 31, 1989

   10.82             Intercreditor  Agreement   dated  May   12,  1989,  between
                     Commonwealth Life Insurance Company  and BancOhio  National
                     Bank   regarding  T&A-VII;  incorporated  by  reference  to
                     Exhibit 19.39  to Form 10-Q  for the  fiscal quarter  ended
                     September 30, 1989

   10.83             Amendment to Intercreditor Agreement of May 12, 1989, dated
                     September  22, 1989;  incorporated by reference  to Exhibit
                     19.40  to Form 10-Q for the  fiscal quarter ended September
                     30, 1989

   10.84             Mortgage Note made  by T&A-VII  with BancOhio as  Payee, in
                     the  amount  of $3,400,000;  incorporated  by reference  to
                     Exhibit 19.41  to Form  10-Q for the  fiscal quarter  ended
                     September 30, 1989

   10.85             Open-end  Mortgage,  Assignment  of   Rents  and   Security
                     Agreement  between T&A-VII, Mortgagor and BancOhio National
                     Bank, Mortgagee, dated  September 22, 1989; incorporated by
                     reference  to Exhibit  19.42 to  Form  10-Q for  the fiscal
                     quarter ended September 30, 1989

   10.86             Application  for  Letter of  Credit  from  BancOhio  in the
                     amount   of   $3,400,000,   dated   September   22,   1989;
                     incorporated by reference to Exhibit 19.43 to Form 10-Q for
                     the fiscal quarter ended September, 1989

   10.87             Letter of Credit from BancOhio in the amount of $3,400,000,
                     dated  September  22,  1989; incorporated  by  reference to
                     Exhibit 19.44 to  Form 10-Q  for the  fiscal quarter  ended
                     September 30, 1989

   10.88             Letter of  Credit Loan Agreement  for the $3,400,000 Letter
                     of  Credit,  dated  September  22,  1989;  incorporated  by
                     reference  to Exhibit  19.45 to  Form 10-Q  for  the fiscal
                     quarter ended September 30, 1989

   10.89             Construction  Escrow Agreement,  dated September  22, 1989,
                     between BancOhio National Bank and T&A-VII; incorporated by
                     reference to  Exhibit 19.46  to Form  10-Q for  the  fiscal
                     quarter ended September 30, 1989

Exhibit No.

   10.90             Letter  amending  Letter   of  Credit  Loan  Agreement  and
                     Construction  Escrow Agreement,  dated September  22, 1989;
                     incorporated by reference to Exhibit 19.47 to Form 10-Q for
                     the fiscal quarter ended September 30, 1989

   10.91             Partial Release of  Mortgage and Security Instrument, dated
                     October 10, 1989, by BancOhio National Bank, regarding T&A-
                     VII; incorporated by reference to Exhibit 19.48 to Form 10-
                     Q for the fiscal quarter ended September 30, 1989

   10.92             Consent to Reduction of Fleet  Letter of Credit dated March
                     21, 1990,  from  Commonwealth  Life  Insurance  Company  to
                     Fleet; incorporated  by reference to  Exhibit 10.91 to Form
                     10-K for fiscal year ended December 31, 1989

   10.93             Fourth Amendment  to $2,050,000.00 Letter of  Credit, dated
                     March 23, 1990, reducing the amount of the Letter of Credit
                     to $800,000; incorporated  by reference to Exhibit 10.92 to
                     Form 10-K for fiscal year ended December 31, 1989

   10.94             Release of  Mortgage, dated  March 30,  1990, releasing the
                     Mortgage  held by  Fleet  National Bank  on the  Food  Lion
                     parcel; incorporated by  reference to Exhibit 10.93 to Form
                     10-K for fiscal year ended December 31, 1989

   10.95             Amendment    to    Highpoint    Village    Mortgage    Loan
                     Application/Commitment, dated March  14, 1990, incorporated
                     by reference to Exhibit 10.94 to Form 10-K for fiscal  year
                     ended December 31, 1989

   10.96             Amendment    to     Gateway     Plaza     Mortgage     Loan
                     Application/Commitment, dated March  14, 1990; incorporated
                     by reference to Exhibit 10.95 to From 10-K for fiscal  year
                     ended December 31, 1989 

   10.97             First Amendment to Intercreditor Agreement, dated March 30,
                     1990,  among Commonwealth  Life  Insurance  Company,  Fleet
                     National  Bank,  T&A-IV,  Capital Holding  Corporation, and
                     Fidelity Land Title Agency, Inc.; incorporated by reference
                     to  Exhibit  10.96  to Form  10-K  for  fiscal  year  ended
                     December 31, 1989

   10.98             Amendment  to BancOhio  Letter of  Credit, dated  March 28,
                     1990, extending the  expiration date to September 30, 1990;
                     incorporated by reference to Exhibit 10.97 to Form 10-K for
                     fiscal year ended December 31, 1989

   10.99             Modification  of   Note,  Mortgage,   Construction   Escrow
                     Agreement,  Pledge Agreement and Guaranty,  dated March 29,
                     1990, among BancOhio, T&A-VII, and Guarantors; incorporated
                     by reference to Exhibit 10.98 to Form 10-K for fiscal  year
                     ended December 31, 1989

   10.100            Promissory  Note  dated March  26,  1991  in  the principal
                     amount  of  $234,000  from  Tennessee  &  Associates  -  IV
                     relating to Gateway Plaza by reference to Exhibit 10.100 to
                     Form 10-K for fiscal year ended December 31, 1990

Exhibit No.

   10.101            Promissory Note dated March 1, 1990 in the principal amount
                     of $170,000 from Dayton  & Associated  - XVIII relating  to
                     Forest Ridge  by reference to Exhibit  10.101 to  Form 10-K
                     for fiscal year ended December 31, 1990

   10.102            Memorandum of  Deal Terms For  Restructure of Rent Guaranty
                     and  Related  Obligations  dated   March  1,  1991,   among
                     Tennessee & Associates - IV, Tennessee & Associates -  VII,
                     Dayton &  Associates -  XVIII, Dayton  & Associates -  XIX,
                     Dayton  Partners Limited  Partnership, Dayton  Partners, J.
                     Brett Hutchens, and the Partnership by reference to Exhibit
                     10.102 to Form 10-K for fiscal year ended December 31, 1990

   10.103            Advisory  Agreement made  as of  September 1,  1991 between
                     Brunner Companies  Income Properties L.P.  III and Insignia
                     GP  Corporation  and  Insignia  Financial  Group,  Inc.  by
                     reference to  Form 10-Q for  fiscal quarter ended September
                     30, 1991

   10.104            First  Amendment to  Advisory Agreement  changing effective
                     date from September 1, 1991 to October 1, 1991 by reference
                     to  Form 10-Q  for the  fiscal quarter ended  September 30,
                     1991

   10.105            Transfer Agent  Agreement between  Brunner Companies Income
                     Properties   L.P.   III   and   Insignia   GP   Corporation
                     incorporated by  reference to  exhibit 10.105  to Form 10-K
                     for fiscal year ended December 31, 1991 

   10.106            Property  Management   Agreement  for   Highpoint   Village
                     incorporated by  reference to  exhibit 10.106  to Form 10-K
                     for fiscal year ended December 31, 1991 

   10.107            Property   Management   Agreement    for   Gateway    Plaza
                     incorporated by  reference to  exhibit 10.107  to Form 10-K
                     for fiscal year ended December 31, 1991 

   10.108            Lease  Termination  Agreement   between  Brunner  Companies
                     Income Properties  LP III and  Warehouse Paint at Highpoint
                     Village dated  March 19, 1992  incorporated by reference to
                     exhibit 10.108 to Form  10-K for fiscal year ended December
                     31, 1991 

   10.109            Restructure  of  Rent  Guarantee  and  Related  Obligations
                     Agreement among  Tennessee &  Associates -  IV, Tennessee &
                     Associates -  VII, Dayton  & Associates  - XVIII,  Dayton &
                     Associates  - XIX,  Dayton  Partners  Limited  Partnership,
                     Dayton  Partners, J.  Brett  Hutchens, and  the Partnership
                     incorporated by  reference to  exhibit 10.109  to Form 10-K
                     for fiscal year ended December 31, 1991 

   10.110            Closing  Agreement  dated  October  16,  1992  showing  the
                     acquisition of  a majority of the outstanding  stock of 104
                     Management, Inc. by IBGP, Inc. incorporated by reference to
                     exhibit 2 to Form 8-K dated March 5, 1993 

   16.1              Letter  from the Registrant's former independent accountant
                     regarding its  concurrence with the  statements made by the
                     Registrant is  incorporated  by reference  to  the  exhibit
                     filed with Form 8-K dated January 12, 1993 

Exhibit No.

   27                Financial Data Schedule

   99.1              Foreclosure Master's Deed and Satisfaction of Mortgage made
                     as of  the 4th day  of December, 1995 by  and between Aetna
                     Life  Insurance  Company  and   Brunner  Companies   Income
                     Properties L.P. III, a Delaware Limited Partnership