FORM 10.-K

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

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

For the year ended December 31, 1996 

                                OR

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

For the transition period                   to                   
Commission File Number                   33-24235                

           SECURED INVESTMENT RESOURCES FUND, L.P. III           
      (Exact name of registrant as specified in its charter)

                Missouri                          48-6291172     
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

   5453 W. 61st Place, Mission, Kansas               66205       
(Address of principal executive offices)          (Zip Code)

(Registrant's telephone number,                 (913) 384-5700   
 including area code)


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

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

             Limited Partnership Interests ("Units")

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

Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [X]
<PAGE>
PART I
Item 1.   Business

          Secured Investment Resources Fund, L.P. III
          ("Partnership") is a Missouri limited partnership formed
          pursuant to the Missouri Revised Uniform Limited
          Partnership Act on April 20, 1988.  James R. Hoyt is the
          Individual General Partner.  SIR Partners III, L.P., a
          Missouri limited partnership, and Nichols Resources Ltd.,
          a Missouri corporation, are the General Partners.  James
          R. Hoyt is the managing General Partner.  The Partnership
          has no predecessors or subsidiaries.  The Partnership was
          formed to engage in the business of acquiring, improving,
          developing, operating and holding for investment,                     
          income-producing real properties with the objectives of (i)
          preserving and protecting the Partnership's capital; (ii)
          providing cash distributions from operations; (iii)
          providing capital growth through property appreciation of
          Partnership properties; and (iv) increasing equity in
          property ownership by the reduction of mortgage loans on
          Partnership properties.

          On December 7, 1990, the Partnership closed its offering
          having received gross proceeds of $4,842,500 from the
          sale of 9,685 units of limited partnership interests.

          The Partnership acquired two apartment communities in
          1989.  The General Partners feel that these properties
          met the Partnership's investment criteria and objectives. 
          Because of many factors, the Partnership did not raise
          the level of capital anticipated.  Accordingly, the
          General Partners were unable to obtain the targeted
          leveraged ratio and a residential/commercial property
          mix.

          As of December 31, 1996, the Partnership has made cash
          distributions to Limited Partners of $363,928 for the
          period April 1, 1989 through December 31, 1996.  No
          distributions have been made since July 1990.  Future
          distributions will only be made from excess cash flow not
          needed for working capital reserves. 

          As of December 31, 1996, the Partnership had no
          employees.  Employees of SPECS, Inc. provide services to
          the Partnership.  The individual General Partner is a
          shareholder in SPECS, Inc.

          Competition

          The real estate business is highly competitive and the
          Partnership competes with numerous entities engaged in
          real estate activities, some of which may have greater
          financial resources than those of the Partnership.  The
          Partnership's  management believes that success against 
<PAGE>
Item 1.  Business--Cont'd.

          such competition is dependent upon the geographic location of the
          property, the performance of property managers, the amount of new
          construction in the area and the maintenance and appearance of the
          property.  With respect to residential property, competition is
          also based upon the design and mix of the units and the ability to
          provide a community atmosphere for the tenants.  The Partnership's
          management believes that general economic circumstances and trends
          and new properties in the vicinity of each of the Partnership's
          properties will also be competitive factors.

          Inflation

          The effects of inflation on the Partnership's operations or
          investments are not quantifiable.  Revenues from property
          operations fluctuate proportionately with increases and decreases
          in housing costs.  Fluctuations in the rate of inflation also
          affect the sales values of properties and, correspondingly, the
          ultimate gains to be realized by the Partnership from property
          sales.

Item 2.   Properties.

          The following table sets forth the investment portfolio of the
          Partnership at December 31, 1996:
                                                                                
                                                                    Average
                                              Properties at     Occupancy(*)
    Property          Description  Initial Cost  Date Acquired    Percentage    
                                                                  1996  1995
KC Club
Apartments          
Kansas City, MO          200 units   $ 5,070,992  June 14, 1989    88%   89%

Greenhills Bicycle
Club Apartments     
Kansas City, MO          312 units   $11,251,613  Oct. 27, 1989    91%   93%

     (*)  Based upon vacancy amount (in dollars) as a percent
               of gross possible rents.
     
     
Item 3.   Legal Proceedings.
          None.

Item 4.   Submission of Matters to a Vote of Security Holders.
          None.

<PAGE>
                       PART II

Item 5.   Market for Registrant's Common Equity and Related Security Holder
          Matters.

          (A)  There is no established public trading market for the Units of
               the Partnership.
          (B)  There have been no distributions the last three years.
          (C)  As of December 31, 1996, the Partnership had admitted 539 Limited
               Partners who purchased 9,685 units.

Item 6.   Selected Financial Data.

                                       Years Ended December 31,
OPERATING DATA            1996       1995         1994         1993      1992
(In Thousands)

Rents                 $  2,768    $ 2,697      $ 2,299      $ 2,261   $ 2,297 
 Interest on short-
  term investments          90        128          106          103        69 
 Property operating 
  expense                1,504      1,560        1,454        1,260     1,293 
 Interest expense        1,202        930          931          974     1,033 
 Depreciation/ 
  Amortization             530        507          648          711       712 
 Partnership loss         (378)      (172)        (628)        (581)     (672) 
 
PER LIMITED PARTNERSHIP UNIT  
 Partnership Loss (1)  ( 38.64)  $( 17.54)    $ (64.23)    $ (59.39) $ (68.68) 

Cash distributions   $     ---   $    ---     $    ---     $    ---   $   --- 
     
BALANCE SHEET DATA        1996       1995         1994         1993       1992 
(In Thousands)

Total assets          $ 12,749   $ 13,223      $ 14,227    $ 14,779   $ 15,305
Mortgage debt         $ 12,931   $ 12,851      $ 13,737    $ 13,770   $ 13,820


(1)  Partnership loss per limited partnership unit is computed by dividing loss
     allocated to the Limited Partners by the weighted average number of limited
     partnership units outstanding.
<PAGE>

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

          Results of Operations

          Revenue for the partnership achieved an all time high in 1996 of
          $2,858,000 compared to $2,825,000 (1.2%) in 1995.  This increased
          revenue was the result of a marketing plan implemented by
          management in early 1991 that was designed to simultaneously
          increase gross possible rental rates and increase occupancy levels. 
          During 1996 the operating and administrative costs decreased
          $44,000 (3.4%) primarily in the areas of services, payroll and
          marketing.

          Total expenses decreased $56,000 (3.5%) for 1996 operations
          compared to 1995 results.  The decrease in expenses was primarily
          due to a decrease in administrative, marketing, and payroll costs.

          Interest expense increased from $930,000 in 1995 to $1,202,000
          (29.2%) in 1996.  Depreciation and amortization expense increased
          4.3% from $507,000 to $530,000. The 1996 net loss increased by
          $206,000 or 120.3%.

          Revenue for the partnership was $2,825,000 for 1995 as compared to
          $2,400,000 (17.5%) in 1994.  During 1995 the operating costs
          increased only slightly, $20,000 (1.7%) primarily in the areas of
          repairs, payroll, and utilities.

          Interest expense declined slightly from $931,000 in 1994 to
          $930,000 (.1%) in 1995.  Depreciation and amortization declined
          21.6% from $648,000 to $507,000. The 1995 net loss decreased by
          $457,000 or 72.7% primarily due to the increase in revenues.

          Total expenses increased $106,000 (7.3%) for 1995 operations
          compared to 1994 results.  The increase in expenses was primarily
          due to an increase in professional services of $64,000. 

          Revenue for the partnership achieved an increase in 1994 of
          $2,404,000 compared to $2,364,000 in 1993.  The operating costs
          increased $172,000 (16.7) primarily in the areas of repairs,
          payroll, and utilities.

          The partnership anticipates that 1997 operations will improve as
          the result of planned increases in rental rates and decreased
          promotional rental incentives.  This planned increase in net rental
          income will be coupled with a close monitoring of costs. 

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

          Liquidity and Sources of Capital

          During 1996, the primary source of working capital was provided by
          existing cash balances.  Operations used $26,000, investing
          activities consumed $207,000 and financing activities used
          $170,000.  During the year accounts payable and accrued expenses
          decreased by $339,000 and accrued interest increased by $142,000. 

          On July 8, 1996 the partnership refinanced the matured $8,400,000
          first mortgage on Greenhills Bicycle Club Apartments.  The terms of
          the new mortgage are $8,100,000 at 9.0% interest with monthly
          principal and interest payments in the amount of $65,000 through
          the loan maturity date of August 1, 2001 (5 years).

          In addition, a second mortgage note was signed by the Partnership. 
          The terms of the new note are $400,000 with interest paid monthly
          at the rate of 9% with a maturity date of July 31, 2001 at which
          time the principal shall be due.  The past due real estate taxes on
          Greenhills Bicycle Club Apartments were paid in full from a portion
          of the proceeds of this note.  

          During 1995, the primary source of working capital was provided by
          existing cash balances and net cash provided by operating
          activities.  Operations generated $666,000, investing activities
          consumed $230,000 and financing activities used $94,000.  During
          1995 accounts payable and accrued expenses decreased $12,000 and
          accrued interest payable increased by $240,000.        

          During 1994, the primary source of working capital was provided by
          existing cash balances and net cash provided by operating
          activities.  Operations generated $132,700 investing activities
          consumed $151,000 and financing activities consumed $31,000. 
          During the year accounts payable and accrued expenses increased
          $67,000 and accrued interest increased by $37,000.

          As a result of declining cash flows for KC Club Apartments, at
          December 31, 1996, the mortgage interest was delinquent by $466,490
          and principal payments have been suspended.  The cash generated
          from operations for that property is insufficient to service the
          mortgage under the current payment requirements.  The General
          Partner has had ongoing negotiations with the lender concerning a
          complete restructure of the mortgage and related debt service.

          The funds due from Secured Investment Resources Fund, L.P. began to
          be repaid including 9% interest, beginning in May, 1995.  Principal
          payments received in 1996 aggregated $2,440, while interest accrued
          into the note balance was $6,142.
<PAGE>
Item 7.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations--Cont'd.

          Liquidity and Sources of Capital--Cont'd.

          The General Partners believe that sufficient working capital will
          be available during 1997 to fund known, ongoing operating and
          capital requirements of the Partnership.  In 1997, the Partnership
          anticipates cash flow from operations will improve because
          management intends to 1) achieve rental rate increases; 2) decrease
          the amount of promotional rent discounts offered on the residential
          properties; and 3) continue to maintain stringent controls over
          expenses.

          The General Partners intend to evaluate the property portfolio to
          determine if it is prudent to offer one or more properties for sale
          or possibly restructure the related financing packages.  Any
          unleveraged portion of the net sales proceeds or favorable
          refinancing terms will generate additional working capital.

          The General partners have determined it prudent to discontinue cash
          distributions until such time that adequate working capital
          reserves are available.

          All statements contained herein that are not historical facts
          including the Partnership's current business strategy, the
          Partnership's projected sources and uses of cash, and the
          Partnership's plans for future operations, are based upon current
          expectations.  These statements are forward-looking in nature and
          involve a number of risks and uncertainties.  Actual results may
          differ materially.  Among the factors that could cause actual
          results to differ materially are the following: the availability of
          sufficient capital to finance the Partnership's business plans on
          terms satisfactory to the Partnership; competitive factors; changes
          in regulations affecting the Partnership's business; general
          businesses and economic conditions; and other factors described
          from time to time in the Partnership's reports filed with the
          Securities and Exchange Commission.  The Partnership cautions
          readers not to place undue reliance on any such forward-looking
          statements, which statements are made pursuant to the Private
          Litigation Reform Act of 1995 and, as such, speak only as of the
          date made.
<PAGE>
Item 8.   Financial Statements and Supplementary Data.


             SECURED INVESTMENT RESOURCES FUND, L.P. III


                                           Index                                
                                                                    Page
     
          Independent Auditors' Report                                 9

          Financial Statements:
     
          Consolidated Balance Sheets - December 31,
           1996 and 1995                                             10-11

          Consolidated Statements of Operations -
           Years ended December 31, 1996, 1995 
           and 1994                                                    12
       
          Consolidated Statements of Partnership Capital - 
           Years ended December 31, 1996, 1995 
           and 1994                                                    13
       
          Consolidated Statements of Cash Flows - 
           Years ended December 31, 1996, 
           1995 and 1994                                             14-15

          Notes to Consolidated Financial Statements                 16-25
<PAGE>
         INDEPENDENT AUDITORS' REPORT

The Partners
Secured Investment Resources Fund, L.P. III
Mission, KS 

     We have audited the accompanying consolidated balance sheets of
Secured Investment Resources Fund, L.P. III and affiliated companies as
of December 31, 1996 and 1995, and the related statements of operations,
partnership (deficit) capital and cash flows for each of the three years
in the period ended December 31, 1996.  We have also audited the
schedules listed in the accompanying index.  These financial statements
and schedules are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial
statements and schedules based upon 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 and schedules are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements and schedules.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedules.  We believe that
our audits provide a reasonable basis for our opinion.

     As discussed in Note C, the Partnership has a mortgage loan that is
delinquent on scheduled payments and real estate taxes.  The Partnership
is in current negotiations with the mortgage holder to extend or
refinance this obligation.

     In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position
of Secured Investment Resources Fund, L.P. III at December 31, 1996 and
1995, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles.

     Also in our opinion, the schedules present fairly, in all material
respects, the information set forth therein.


                                 s/  BDO Seidman LLP    


St. Louis, Missouri
February 7, 1997


<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS
                              
                                                                                
                                                       December 31,             
                                                 1996             1995   
ASSETS

INVESTMENT PROPERTIES (Notes B and C)
  Land and buildings                        $14,569,699       $14,561,536
  Furniture, fixtures and equipment           1,471,943         1,377,961
                                             16,041,642        15,939,497
  Less accumulated depreciation               4,732,073         4,202,665
                                             11,309,569        11,736,832

RESTRICTED DEPOSIT
  Certificate of Accrual on
    Treasury Security (Note D)                  898,023           827,509
  Restricted Reserve Fund                        34,490               --- 
                                                932,513           827,509

Cash                                             82,985           486,886
Rents and other receivables, less
  allowance of $12,000 in 1996 an      
  $7,150 in 1995                                  5,106             3,785
Prepaid expenses and deposits                    29,161            27,169 
Due from related parties (Notes F and G)   
  Notes receivable                               78,345            74,643
  Syndication costs                              21,751            21,751
Debt issuance costs, net of
  accumulated amortization of
  $31,627 in 1996 and $31,042   
  in 1995                                       289,913            44,193
                                                                                
                                                507,261           658,427
                                              $12,749,343     $13,222,768 

See notes to consolidated financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS--CONT'D
                                                                                
                                                      December 31,    
                                                  1996          1995    
LIABILITIES AND PARTNERSHIP DEFICIT

Mortgage debt (Note C)                    $ 12,931,003   $ 12,851,382
Accounts payable and accrued expenses--
 (Note H)                                      244,253        583,739 
Accrued interest                               527,106        385,380
Unearned revenue                                30,360         27,479
Tenant security deposits                       102,050         82,210

     TOTAL LIABILITIES                      13,834,772     13,930,190
   
PARTNERSHIP DEFICIT
  General Partners
    Capital contributions                        2,000          2,000
    Partnership deficit                        (50,009)       (46,229) 
                                               (48,009)       (44,229)
  Limited Partners
    Capital contributions                    3,915,084      3,915,084
    Partnership deficit                    (4,952,504)     (4,578,277)
                                           (1,037,420)       (663,193)
      TOTAL PARTNERSHIP DEFICIT            (1,085,429)       (707,422)
                                         $ 12,749,343  $   13,222,768


See notes to consolidated financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                
                                        Years Ended December 31,         
                                                                                
                                       1996            1995            1994   
REVENUES                
  Rents                         $ 2,767,870     $ 2,697,035     $ 2,298,739 
  Interest (Note F)                  90,428         128,763         105,581  
                                  2,858,298       2,825,798       2,404,320 
     
OPERATING AND ADMINISTRATIVE
 EXPENSES
  Property operating 
    expenses                      1,177,374       1,222,240       1,202,660  
  General and 
    administrative
    expenses                         70,752          70,672          62,742
  Professional services (Note E)    118,896         136,955          73,200
  Management fees (Note E)          137,449         130,229         115,393
                                  1,504,471       1,560,096       1,453,995 

  NET OPERATING INCOME            1,353,827       1,265,702         950,325


NON-OPERATING EXPENSES
  Interest                        1,201,841         930,019         930,606
  Depreciation and 
    amortization                    529,993         507,242         648,093 
                                  1,731,834       1,437,261       1,578,699
                                   
PARTNERSHIP LOSS                $  (378,007)    $  (171,559)    $  (628,374)

Allocation of loss
  General Partners              $    (3,780)    $    (1,715)    $    (6,284)
  Limited Partners                 (374,227)       (169,844)       (622,090)
 
                                $  (378,007)    $  (171,559)    $  (628,374)

Partnership loss per 
  limited partnership 
  unit (Note A)                $    (38.64)    $     (17.54)    $    (64.23) 

See notes to consolidated financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF PARTNERSHIP (DEFICIT) CAPITAL

Years Ended December 31, 1996, 1995 and 1994 

     
                                                                                
                                   General       Limited                        
                                  Partners      Partners       Total   
Balances at January 1, 1994       $(36,230)    $ 128,741    $  92,511

Partnership loss                    (6,284)     (622,090)    (628,374)

Balances at December 31, 1994      (42,514)     (493,349)    (535,863)

Partnership loss                    (1,715)     (169,844)    (171,559)

Balances at December 31, 1995      (44,229)     (663,193)    (707,422)

Partnership loss                    (3,780)     (374,227)    (378,007)

Balances at December 31, 1996     $(48,009)  $(1,037,420) $(1,085,429)



See notes to consolidated financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                        
                                                                                
                                            Years Ended December 31,      
                                                                                
                                          1996         1995        1994   
 OPERATING ACTIVITIES

  Partnership loss                  $  (378,007)  $ (171,559) $ (628,374)
  Adjustments to reconcile
    partnership loss to net
    cash used in operating 
    activities:
      Depreciation and
        amortization                    529,993      512,242     653,093
      Provision for losses on rents 
        and other receivables             4,850      (   664)    (13,186)
      Changes in assets 
        and liabilities:
          Rent and other receivables     (6,171)      48,063      24,686        
Prepaid expenses and deposits            (1,992)      22,148     (11,996) 
          Accounts payable and 
            accrued expenses           (339,486)     (12,170)     66,919 
          Accrued interest              141,726      240,385      37,037 
          Unearned revenue                2,881       17,520       4,414 
          Tenant security deposits       19,840        9,751         107 

NET CASH PROVIDED BY (USED IN) OPERATING 
  ACTIVITIES                            (26,366)     665,716     132,700 

INVESTING ACTIVITIES

  Improvements to investment 
    properties                         (102,145)    (164,484)    (87,282)
  Interest earned on certificate
    of accrual on Treasury Security     (70,514)     (64,978)    (63,864)
  Restricted deposits                   (34,490)         ---        ---
NET CASH USED IN INVESTING 
  ACTIVITIES                           (207,149)    (229,462)   (151,146)
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF CASH FLOWS--CONT'D  

                                                                                
                                        Years Ended December 31,        
                                                                                
                                    1996           1995           1994   
            
FINANCING ACTIVITIES

  Debt issuance costs           $ (246,305)    $    (235)    $      ---
  Principal payments on debt    (8,420,379)      (14,669)       (32,582) 
Borrowings on debt               8,500,000           ---            ---
  Received from related parties        ---        18,879          1,661 
  Note receivable from related 
    parties                         (3,702)      (98,080)           ---  
 
NET CASH USED IN   
  FINANCING ACTIVITIES            (170,386)      (94,105)       (30,921)

INCREASE/(DECREASE) IN CASH       (403,901)      342,149        (49,367) 

CASH BEGINNING OF PERIOD           486,886       144,737        194,104 

CASH END OF PERIOD              $   82,985    $  486,886     $  144,737
                   



See notes to consolidated financial statements.
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--SIGNIFICANT ACCOUNTING POLICIES

Organization and Business--Secured Investment Resources Fund, L.P.
III ("Partnership") is a Missouri limited partnership formed
pursuant to the Missouri Revised Uniform Limited Partnership Act on
April 20, 1988.  The General Partners' and Limited Partners'
interest in Partnership earnings or loss initially amounts to 1%
and 99%, respectively.  The allocation of the 1% interest between
the General Partners is discretionary.  At such point in time cash
distributions to the Limited Partners amount to their original
invested capital plus interest at a rate of the greater of 12% (14%
for those investors who subscribed for units on or before 90 days
after December 7, 1988) or the increase in the consumer price index
per annum, cumulative non-compounded on their adjusted invested
capital, net income or loss will be allocated 15% to the General
Partners and 85% to the Limited Partners.

Consolidated Limited Partnerships
To satisfy current real estate lending requirements that real
estate assets be in single asset partnerships, the Partnership has
formed a new single asset partnership by the name of Bicycle Club
Joint Venture, L.P.  The partnership retained the same partnership
structure as Secured Investment Resources Fund, L.P. III, with
Secured Investment Resources Fund, L.P. III being the sole Limited
Partner.  The result of operations of this single asset partnership
have been consolidated with the Partnership.

Depreciation--Investment property is depreciated on a straight-line
basis over the estimated useful life of the property (30 years for
buildings and 5 years for furniture, fixtures and equipment).
Improvements are capitalized and depreciated over their estimated
useful lives.  Maintenance and repair expenses are charged to
operations as incurred.

Income Taxes--Any tax liabilities or benefits arising from the
Partnership operations are recognized individually by the
respective partners and, consequently, no provision will be made by
the Partnership for income taxes or income tax benefits.

Partnership Loss Per Limited Partnership Unit--Partnership loss per
limited partnership unit is computed by dividing the loss allocated
to the Limited Partners by the weighted average number of limited
partnership units sold.  The per unit information has been computed
based on 9,685 weighted average limited partnership units
outstanding.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE A--SIGNIFICANT ACCOUNTING POLICIES--CONT'D.

Debt Issuance Costs--Loan costs, when incurred, are capitalized by
the Partnership.  These costs are amortized over the term of the
related loans.

Restricted Deposits--Certificates of Accrual on Treasury Security
are anticipated to be held to maturity as they are pledged as
collateral as described in Note D.  These instruments are reported
at cost, adjusted for accretion of discounts which are recognized
in interest income using the interest method over the period to
maturity.

Accounting Estimates--The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statement and the reported amounts of revenues and expenses during
the reporting period.  Actual results could differ from those
estimates.

New Accounting Standards--In March 1995, the FASB issued its
Statement of Financial Accounting Standards No. 121, Accounting for
the Impairment of Long-Lived Assets and For Long-Lived Assets to Be
Disposed Of ("SFAS 121").  SFAS 121 requires that long-lived assets
and certain intangibles to be held and used by an entity be
reviewed for impairment when events or changes in circumstances
indicate that the carrying amount may not be recoverable.  In
addition, SFAS 121 requires long-lived assets and certain
intangible to be disposed of to be reported at the lower of
carrying amount or fair value less costs to sell.  SFAS 121 is
effective for fiscal years beginning after December 15, 1995.  The
application of this pronouncement did not have a material effect on
the financial statements of the Partnership.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D

NOTE B--INVESTMENT PROPERTIES

Investment properties consists 
of the following:                                                               
                                                      December 31,       
                                                  1996           1995    
Cost (including capital improvements 
subsequent to acquisition):
  Greenhills Bicycle 
   Club Apartments                         $ 10,988,697   $ 10,937,724

  KC Club Apartments                          5,040,765      4,989,593

  Office Equipment                               12,180         12,180
                                             16,041,642     15,939,497
          
Less:
  Accumulated depreciation                    4,732,073      4,202,665
                              
                                           $ 11,309,569   $ 11,736,832

Depreciation expense was $529,408, $507,242, and $647,836 for the
years ended December 31, 1996, 1995, and 1994 respectively.






      (The remainder of this page intentionally left blank.)
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE C--NON-RECOURSE MORTGAGE DEBT

Non-recourse mortgage debt consists of the following:       

                                                                                
                                            December 31,                        
                                         1996           1995
 Collateralized by Investment Property:
   First Mortgages:

    Greenhills Bicycle
     Club Apartments                 $ 8,082,102    $ 8,400,000
    KC Club Apartments                 4,451,382      4,451,382

  Second Mortgage:

    Greenhills Bicycle           
      Club Apartments                   397,519             ---
                                    $12,931,003     $12,851,382

KC Club Apartments

The KC Club Apartments' mortgage note payable is collateralized by
the apartment buildings, personal property and assignment of its
leases and rents.  The interest rate for this mortgage as of
December 31, 1996 was 8.45%.

As a result of the declining cash flows for the KC Club Apartments,
at December 31, 1996, the mortgage interest was delinquent by
$466,490 and principal payments have been suspended. The General
Partner and the lender are engaged in ongoing negotations to 
restructure this debt.  It is anticipated that the restructuring
will be completed in 1997.  The Partnership is currently paying
debt service of $25,000 per month which represents the cash flow of
the property.  It is anticipated those payments will continue until
a restructuring or refinance is completed.

The net book value of this property was $3,562,000 as of December
31, 1996.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE C--NON-RECOURSE MORTGAGE DEBT--CONT'D.

Greenhills Bicycle Club Apartments

On July 8, 1996 the partnership refinanced the matured $8,400,000
first mortgage on Greenhills Bicycle Club Apartments.  The terms of
the new mortgage are $8,100,000 at 9.0% interest with monthly
principal and interest payments in the amount of $65,000 through
the loan maturity date of August 1, 2001 (5 years).

In addition, a second mortgage note was signed by the Partnership. 
The terms of the new note are $400,000 with interest paid monthly
at the rate of 9% with a maturity date of July 31, 2001 at which
time the principal shall be due.  The past due real estate taxes on
Greenhills Bicycle Club Apartments were paid in full from a portion
of the proceeds of this note.

Cash paid for interest totaled $984,531, $886,813, and $888,570
during 1996, 1995, and 1994, respectively.

Maturities of mortgage debt are as follows:

          1997                         $  4,508,400
          1998                               62,367
          1999                               68,217
          2000                               74,616
          2001                            8,217,403         
                                        $12,931,003

NOTE D--LEASES

The Partnership entered into a land lease agreement for the land
underlying the KC Club Apartments for a term of twenty years.  The
lease payments for years 1 to 15 are calculated at 50% of that
year's net operating income in excess of an ascending scale from
$650,000 to $800,000.  During years 16 to 20, the annual lease
payments are 10% of the land's then appraised value.  For the years
ended December 31, 1996, 1995 and 1994, the net operating income
did not exceed the land lease requirements which resulted in no
lease payments.  In addition, the Partnership is obligated to pay
real estate taxes assessed on the land value.  

At all times during the term of the lease, the Partnership (or its
assignee) has the right to purchase the land at a price equal to
the greater of $2,000,000 or fair market value at the time the
option is exercised.  Should the buildings and improvements be sold
prior to the end of the land lease agreement (20 years), the
Partnership is under no obligation for payment of the land rental
assessments for the remaining portion of the land lease agreement.

The Partnership invested $500,000 (currently held as a Certificate
of Accrual with a market value of $1,037,000 as of December 31,
1996) which is pledged as collateral until the property's net 
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE D--LEASES--CONT'D.

operating income achieves the level of 120% of the debt service on
the first mortgages for a consecutive 24-month period or May 31,
2004, whichever is earlier.

NOTE E--RELATED PARTY--MANAGEMENT FEES

Through December 31, 1994, property management services were
provided by The Hoyt Group, a Kansas Corporation in which the
individual General Partner had an interest.  As of January 1, 1995,
SPECS, Inc., a Kansas Corporation in which the individual General
Partner has an interest, receives property management fees for
providing property management services.  SPECS, Inc. also performs
various professional services for the Partnership, primarily tax
accounting, audit preparation, SEC 10Q
and 10K preparation, and investor services.  Amounts paid by the 
Partnership to The Hoyt Group and SPECS, Inc. are as follows:

                                                                                
                                     Years Ended December 31,        
                                   1996           1995          1994   
Property management fees     $   137,449    $   130,229   $   115,393
Professional services             45,335         44,000           ---           
                             $   182,784    $   174,229   $   115,393

These professional services were provided by an unrelated entity
previous to January 1, 1995.

The General Partners are entitled to receive a Partnership
Management Fee equal to 5% of Cash Flow From Operations (as
defined) for managing the normal operations of the Partnership. 
There was no management fee due for years ending December 31, 1996,
1995 and 1994.  

NOTE F--RELATED PARTY--NOTE RECEIVABLE

On April 12, 1995, the SIR Partners III, L.P. executed a note in
the amount of $522,004.  The interest rates on the notes for 1993
and 1994 ranged from 6.5% to 8.5%.  Interest during 1995 was 9%. 
Interest earnings for the combined notes were $50,509 in 1995 and
$44,821 in 1994.

On December 28, 1995, the note principal and all accrued interest
through that date was retired in full pursuant to an assumption
agreement between the Partnership,SIR Partners III, and James R.
Hoyt.  In exchange for payment of the note (and excess costs/fees
described in Note G), the General Partner assumed full
responsiblity for the matured second mortgage on Greenhills
Apartments.  The Partnership was provided with an executed release
of the note and second deed of trust relating to the Greenhills
mortgage.  
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE F--RELATED PARTY--NOTE RECEIVABLE--CONT'D.

Funds advanced to Secured Investment Resources Fund, L.P. is being
repaid beginning May 1, 1995 including 9% interest.  Principal
payments received in 1996 aggregated $2,440, while interest accrued
into the note balance was $6,142.

Amounts due from related parties consist of the following:
                                                                                
                                                December 31,       
                                           1996            1995   
Secured Investment Resources
  Fund, L.P.                         $    78,345     $    74,643

NOTE G--SYNDICATION FEES AND ACQUISITION FEES

Because of many factors, the Partnership did not raise the level of
capital anticipated during the offering period.  As a result,
syndication and acquisition costs and the Related Party Note
Receivable, outlined in Note F, exceeded the amount allowed per the
Partnership Agreement.  The General Partners are obligated to
reimburse these excess costs/fees.   

SIR Partners III, L.P., a General Partner of the Partnership (or
its assignee), has been paid an acquisition fee of $680,000.  This
fee was for selecting, evaluating, negotiating, and closing
services on the acquisition of KC Club Apartments and Greenhills
Bicycle Club Apartments.  As stated in the Prospectus, acquisition
fees may not exceed 11.5% of the gross proceeds of limited
partnership interests issued ($556,888).  The General Partners are
obligated to reimburse these excess costs/fees.

On December 28, 1995, the excess costs and fees were reduced to
$21,751 pursuant to an assumption agreement between the
Partnership, SIR Partners III, and James R. Hoyt.  In exchange for
payment of the excess costs and fees, (as well as the note
receivable described in Note F) the General Partner assumed full
responsibility for the matured second mortgage on Greenhills
Apartments.  Subsequent to year end, the Partnership was provided
with an executed release of the note and second deed of trust
relating to the Greenhills mortgage.
                                                                                
                                                 December 31,       
                                             1996            1995   
General Partners--Excess
 Syndication  Costs: 
   Paid by the Partnership              $    21,751     $    21,751 

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D

NOTE H--ACCOUNTS PAYABLE AND ACCRUED EXPENSES        

Accounts payable and accrued expenses consist of the following:
                                                                                
                                             December 31,                       
                                           1996            1995    
Vendor accounts payable              $     15,417    $     34,648
Property taxes                            127,938         465,872
Professional fees                          55,986          29,562
Utilities                                  25,054          25,618 
Insurance                                   8,352          14,145
Payroll reimbursement                      11,506          13,894  
                                     $    244,253    $    583,739  

Real estate taxes for the Partnership include $59,100 of delinquent 1995
taxes and $62,422 of 1996 taxes which are now due on KC Club Apartments.

NOTE I--INCOME TAXES

The Partners' capital accounts differ for financial reporting purposes and
federal income tax purposes.  The primary differences result from
depreciation.  The effect of these items is summarized as follows:
                                                                                
                                              December 31,       
                                            1996            1995    
Financial reporting basis:
  Total assets                         $ 12,749,343     $ 13,222,768 
  Total liabilities                     (13,834,772)     (13,930,190) 

  Total Partners' (deficit) capital    $ (1,085,429)    $   (707,422) 

Tax basis:
  Total assets                         $ 13,139,467     $ 13,645,396 
  Total liabilities                     (12,710,475)     (12,808,552) 

  Total Partners' capital              $    428,992     $    836,844  


                                                                                
                                   Years Ended December 31,                     
                                   1996           1995           1994  
Partnership loss-financial
  reporting purposes       $   (378,007)  $   (171,559)  $   (628,374)
Book versus tax differences
  due to:       
    Depreciation and
     amortization               (37,354)       (57,303)       100,745 
    Other                         8,821         27,037        (12,681)   
                                (28,533)       (30,266)        88,064   
Partnership loss-federal
  income tax purp          $   (406,540)   $  (201,825)     $(540,310)
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE J--CASH DISTRIBUTIONS

No distributions have been made since July 1990.  Future
distributions will only be made from excess cash flow not needed
for working capital reserves.

NOTE K--PARTNERSHIP LIQUIDITY

The Partnership operates within the real estate industry and is
subject to its economic forces, which contributes additional
liquidity risk to the Partnership's investment portfolio.  These
risks include, but are not limited to, changes in general or local
economic conditions, changes in interest rates and the availability
of permanent mortgage financing which may render the acquisition,
sale or refinancing of the property difficult or unattractive,
changes in real estate and zoning laws, increases in real estate
taxes, federal or local economic or rent controls, floods,
earthquakes and other acts of God and other factors beyond the
control of the Partnership's management.  The illiquidity of real
estate investments generally may impair the ability of the
Partnership to respond promptly to changing economic conditions.

The General Partners believe that sufficient working capital will
be available to fund known, ongoing operating and capital
expenditure requirements of the Partnership during 1997.  The
anticipated working capital sources are payments received on notes
and miscellaneous receivables and cash flow from operations during
1997, which is expected to improve over that of the previous year. 
Several factors which could positively affect 1997 operations are
the implementation of rental rate increases at both properties and
decreases in the amount of promotional rent discounts allowed for
the leasing of apartment units.  Accomplishment of these objectives
is partially predicated on the real estate economic conditions
discussed above, which are beyond the control of the Partnership,
and will influence the achieved results. 

The Partnership is currently in negotiations with the mortgage
holder on KC Club Apartments concerning a restructure of that debt. 
More favorable interest rates and possible principal write downs
are under consideration. The Partnership currently makes monthly
cash flow payments of $25,000 on this mortgage and anticipates
making those payments until a restructure is completed.

The availability of the liquidity sources and accomplishment of
these objectives are partially predicated on the real estate
economic conditions discussed above, which are beyond the control
of the Partnership, and will influence the achieved results.
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--CONT'D.

NOTE L--DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values reflected in the balance sheets at December 31,
1996, reasonably approximate the fair values for cash and cash
equivalents.  The Partnership cannot estimate the fair value of its
fixed-rate borrowings at December 31, 1996, as there is no readily
available market value for instruments with similar
characteristics.


NOTE M--SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Non cash activity for the year ended December 31, 1995 is as
follows:

Assumption agreement with General Partners,
     James R. Hoyt and SIR Partners III

Mortgage debt assumed by General Partner               $871,150

Accrued interest assumed by General Partner            $202,180

Notes receivable retired                               $611,662

Syndication costs refunded                             $461,668

(The remainder of this page intentionally left blank.)
<PAGE>
Item 9.   Changes in and Disagreements with Registrant's Certifying
          Accountants on Accounting and Financial Disclosure.

          None.
                             PART III

Item 10.  Directors and Executive Officers of the Registrant.

          The General Partners of the Partnership are James R. Hoyt
          (individual),SIR Partners III, L.P. (partnership) and
          Nichols Resources, Ltd. (corporation).

          Nichols Resources, Ltd.  (the Corporate General Partner)
          is a Missouri corporation formed on August 22, 1988 for
          the purpose of acting as a general partner of public real
          estate programs and otherwise investing in and dealing
          with limited partnerships, property management and the
          real estate syndication business.  The Corporate General
          Partner is a wholly-owned subsidiary of the J.C. Nichols
          Company.  Nichols Resources, Ltd. issued 15,000 shares of
          common stock for $1,500,000 on August 22, 1988.

          James R. Hoyt (the Individual General Partner), age 59,
          holds a Bachelor's Degree in Business Administration and
          is a licensed real estate broker in two states.  Mr. Hoyt
          has been actively involved for more than the past twenty
          years in various real estate endeavors including
          development, syndication, property management and
          brokerage.  

          Mr. Hoyt is the Individual General Partner and sponsor of
          Secured Investment Resources Fund, L.P. and Secured
          Investment Resources Fund, L.P. II.  Since 1983, Mr. Hoyt
          has been involved as the Individual General Partner in
          ten specified real estate private placement offerings. 
          As of December 31, 1996, these partnerships, including
          Secured Investment Resources Fund, L.P. III, have raised
          a total of $60,709,750.

          SIR Partners III, L.P. f/k/a Hoyt Partners III, L.P.,
          (the Partnership General Partner) is a limited
          partnership organized on February 23, 1988 under the
          statutes of the State of Missouri.  James R. Hoyt is the
          General Partner.  The Partnership was formed for the
          purpose of acting as a general partner and acquisition
          agent of Secured Investment Resources Fund, L.P. III.

<PAGE>

Item 11.  Management Compensation

          During 1996, The partnership paid $137,449 in fees to
          related parties for property management services.  

Item 12.  Security Ownership of Certain Beneficial Owners and
          Management.

          (a)  Security Ownership of certain beneficial owners.

               No individual or group as defined by Section
               13(b)(3) of the Securities Exchange Act of 1934,
               known to the registrant is the beneficial owner of
               more than 5 percent of the registrant's securities.

          (b)  Security ownership of Management.

               The General Partners own less than 1%.

          (c)  Change in Control.

               None.

Item 13.  Certain Relationships and Related Transactions.

          See Notes to Financial Statements, Notes F and G
          appearing in Item 8.



(The remainder of this page intentionally left blank.)
<PAGE>
                                      PART IV

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

          (a)(1)    The following Financial Statements of Secured
                    Investment Resources Fund, L.P. III, are
                    included in Item 8:

          SECURED INVESTMENT RESOURCES FUND, L.P.III        Page

           (i)      Independent Auditors' Report              9 
     
          (ii)      Consolidated Balance Sheets -      
                     December 31, 1996 and 1995             10-11

         (iii)      Consolidated Statements of Operations -
                     Years Ended December 31, 1996,
                     1995, and 1994                           12
    
          (iv)      Consolidated Statements of Partnership
                     Capital - Years Ended December 31,     
                     1996, 1995, and 1994                     13

          (v)      Consolidated Statements of Cash Flows - 
                     Years Ended December 31, 1996, 
                     1995, and 1994                          14-15

          (vi)      Notes to Consolidated Financial
                     Statements                              16-25

          (a)(2)    The following Financial Statement Schedules as       
                       part of this report:

          (i)       Schedule II - Allowance For Doubtful
                    Accounts                                  31               

          (ii)      Schedule III - Real Estate and
                    Accumulated Depreciation                 32-33


     All schedules other than those indicated in the index have
     been omitted as the required information is presented in the
     financial statements, related notes or is inapplicable.
<PAGE>
         (a)(3)    The following Exhibits are Incorporated by  
                      Reference and are an integral part of this 
                      Form 10-K.
 
          Exhibit Number                Description
                    
               (3)            (a) Amended and Restated Agreement
                                    of Limited Partnership. (iii)
                              
                               (b) Certificate of Limited
                                    Partnership. (i)

               (4)            (a) Form of Subscription Agreement.
                                    (iii)

                               (b) Form of Certificate evidencing
                                    units. (I)
 
              (10)            (a) Property Management Agreement
                                    between Partnership and The 
                                    Hoyt Group Limited Partnership
                                    (formerly En-Com Properties, 
                                    Ltd.). (ii)

                               (b) Escrow Agreement between the
                                    Partnership and The Mission
                                    Bank. (i) 

                               (c)   Real Estate Contract of Sale
                                     for the Brywood Hills          
                                    Apartments. (iv)

                                (d) Real Estate Contract of Sale
                                    for The Greenhills Bicycle
                                    Club (formerly Candlewyck
                                    Apartments). (v)

                               (e) Deed of Trust and Promissory   
                                    Note for Brywood Hills         
                                    Apartments. (vii) 

                               (f) Deed of Trust and Promissory
                                    Notes for Greenhills Bicycle
                                    Club (formerly Candlewyck
                                    Apartments). (vii)

              (16)             (a) Letter regarding change in
                                    certifying accountant. (vi)
          
              (25)             (a) Power of Attorney. (i)
     
              (28)             (b) Guarantee of General Partners.
                                    (I)
<PAGE>
     (i)  Previously filed on September 13, 1988 as an Exhibit to
          the Registration Statement on Form S-11 (file no. 33- 24235)
          such Exhibit and Registration Statement
          incorporated herein by reference.

    (ii)  Previously filed on December 7, 1988 as an Exhibit to
          Amendment #1 to registration Statement of Form S-11
          such Exhibit and Registration Statement incorporated
          herein by reference.

   (iii)  Previously filed on December 7, 1988 as part of
          Amendment #1 to Registration Statement and incorporated
          herein by reference.

    (iv)  Previously filed as an exhibit to a current report on 
          Form 8-K dated June 12, 1989 which exhibit and Form is
          incorporated herein by reference.

     (v)  Previously filed as an exhibit to a current report on
          Form 8-K dated October 30, 1989 which exhibit and Form
          is incorporated herein by reference.

    (vi)  Previously filed as an exhibit to a current report on
          Form 8-K dated December 4, 1989 which exhibit and Form
          incorporated herein by reference.

   (vii)  Filed herewith.

   (b)    Report of Form 8-K filed during the fourth quarter.

          None.

(The remainder of this page intentionally left blank.)
<PAGE>
Secured Investment Resources Fund L.P. III
Schedule II - Allowance for Doubtful Accounts
December 31, 1996

             Balance at                      Bad Debt Write     Balance at
            Beginning of     Charged to      Offs Deducted         End
               Period        Operations      From Allowance     of Period

For Years Ended Dec 31,
     1994       $21,000      $(13,186)         $       ---         $ 7,814
     1995       $ 7,814      $(   664)         $       ---         $ 7,150 
     1996       $ 7,150      $  4,850          $       ---         $12,000
<PAGE>
SIGNATURES


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


                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                   A Missouri Limited Partnership
                    (Registrant)



                   By:                                        
                             James R. Hoyt
                        as Individual General Partner


                   Date:                       

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



                   By: SIR Partners III, L.P.
                        as General Partner


                   By:                                        
                             James R. Hoyt
                        as Individual General Partner


                   Date:                        

    Supplemental Information to be Furnished With Reports Filed 
Pursuant to Section 15(d) of the Act by Registrants Which have
not Registered Securities Pursuant to Section 12 of the Act.

    No annual report or proxy material has been sent to security 
    holders
PAGE>
                    SIGNATURES


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


                   SECURED INVESTMENT RESOURCES FUND, L.P. III
                   A Missouri Limited Partnership
                    (Registrant)



                   By:   /s/ James R. Hoyt                    
                             James R. Hoyt
                        as Individual General Partner


                   Date:     April 11, 1997    

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


                   By: SIR Partners III, L.P.
                        as General Partner


                   By:  /s/ James R. Hoyt                     
                             James R. Hoyt
                        as Individual General Partner


                   Date:     April 11, 1997     

    Supplemental Information to be Furnished With Reports Filed
Pursuant to Section 15(d) of the Act by Registrants Which have
not Registered Securities Pursuant to Section 12 of the Act.

    No annual report or proxy material has been sent to security
    holders.
<PAGE>
<TABLE>
Secured Investment Resources Fund, L.P. III
Schedule III - Real Estate & Accumulated Depreciation
December 31, 1996
<CAPTION>
                                                        Initial Cost to Partnership  (a)       Subsequent to Acquisition 
                                                                Buildings &      Furniture                   Reduction 
                                  Encumbrances         Land     Improvements     Equipment    Improvements  of Basis (B)  
<S>                               <C>             <C>           <C>            <C>           <C>            <C>  
Garden Apartments:
   KC Club Apartments             $ 4,451,382     $       ---   $ 4,775,465    $   295,527   $  185,794     $(216,021)
   Kansas City, MO 

   Green Hills Bike Club            8,479,621         430,937     9,988,057        832,619      313,926      (576,842)
   Kansas City, MO
 
Other Equipment                           ---             ---           ---            ---       12,180           --- 
    TOTALS                        $12,931,003     $   430,937   $14,763,522    $ 1,128,146   $  511,900     $(792,863)

</TABLE>
<TABLE>
<CAPTIONS>
                                                   Gross Amount at Which
                                                 Carried at Close of Period                         
                                                    Buildings &   Furniture                   Accumulated     Date      Depreciation
                                       Land        Improvements   Equipment        Total     Depreciation  Acquired       Life    
<S>                               <C>             <C>           <C>            <C>           <C>          <C>          <C>  
Garden Apartments:
   KC Club Apartments             $               $ 4,641,246   $   399,520    $ 5,040,766   $1,478,685   30-Jun-89    30 Yrs <F1>
   Kansas City, MO                                                                                                      5 Yrs <F2>

   Greenhills Bike Club               407,226       9,521,227     1,060,243     10,988,696    3,241,208   27-Oct-89    30 Yrs <F1>
   Kansas City, MO                                                                                                      5 Yrs <F2>

   Other Equipment                        ---            ---         12,180         12,180       12,180                 5 Yrs <F2>
         
                                  $   407,226     $14,162,473   $ 1,471,943    $16,041,642   $4,732,073
<FN>
<F1> Estimated useful life of buildings.
<F2> Estimated useful life of furniture and fixtures.            

NOTES:
(a)   The initial cost to the Partnership represents the original purchase
      price of the properties, including $205,562 and $145,578 of improvements

<PAGE>
      incurred in 1988 and 1987, respectively, which were contemplated at the
      time the property was acquired.

(b)   Receipts received under the terms of certain guarantee agreements
      are recorded by the Partnership as a reduction of the basis of the 
      property to which the guaranteed income relates.
</TABLE>
<TABLE>
(c)   Reconciliation of Real Estate Owned:
<CAPTION>
<S>                                   <C>           <C>         <C>           <C>                 
                                                                Buildings &   Furniture &
                                            Total         Land  Improvements    Equipment   
Balance at January 1, 1994            $15,687,731   $  407,226  $ 14,094,982  $ 1,185,523
  Additions during year:
    Reclassifications                         ---          ---           ---          ---
    Improvements                           87,282                     37,572       49,710
                                                                                     
Balance at December 31, 1994           15,775,013      407,226    14,132,554    1,235,233
  Additions during year:
    Improvements                          164,484          ---        21,756      142,728
                                                                                      
Balance at December 31, 1995           15,939,497      407,226    14,154,310    1,377,961 
  Additions during year:                      ---          ---           ---          ---
    Improvements                          102,145          ---         8,163       93,982

Balance at December 31, 1996          $16,041,642   $  407,226   $14,162,473   $1,471,943

(d) Reconciliation of Accumulated Depreciation:

Balance at January 1, 1994             $3,047,587  $       ---    $2,096,903   $  950,684
  Additions during year:
    Depreciation Expense                  647,836          ---       477,883      169,953
Balance at December 31, 1994            3,695,423          ---     2,574,786    1,120,637
  Additions during year:
    Depreciation Expense                  507,242          ---       437,578       69,664
Balance at December 31, 1995            4,202,665          ---     3,012,364    1,190,301
  Additions during year:
    Depreciation Expense                  529,408          ---       435,991       93,417
Balance at December 31, 1996           $4,732,073  $       ---    $3,448,355   $1,283,718

(e)  The total gross amount of real estate at December 31, 1996 includes
     $566,888 of acquisition fees paid to affiliates.
</TABLE>