<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 --------------

                                    FORM 10-K

                 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2000     Commission file number 000-23037
                          -----------------                            ---------


                  COMMUNITY INVESTMENT PARTNERS III L.P., LLLP
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            MISSOURI                                   43-1790352
--------------------------------------------------------------------------------
 (State or other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)



         12555 Manchester Road
         St. Louis, Missouri                                63131
--------------------------------------------------------------------------------
(Address and principal executive office)                  (Zip Code)

Registrant's telephone number, including area code             (314) 515-2000
                                                            --------------------

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

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

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for 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 [ ]

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 ]

As of March 15, 2001, 47,640 units of limited partnership interest (Units),
representing net assets of $1,011,631 were held by non-affiliates. There is
no established public market for such Units.



                                       1


<PAGE>
<PAGE>


                     DOCUMENTS INCORPORATED BY REFERENCE

None.



                                       2

<PAGE>
<PAGE>


<TABLE>

                              COMMUNITY INVESTMENT PARTNERS III L.P., LLLP

                                            TABLE OF CONTENTS
<CAPTION>

         PART I                                                                                     Page
                                                                                                    ----
<S>                                                                                               <C>
              Item 1.    Business................................................................    4

              Item 2.    Properties..............................................................    5

              Item 3.    Legal Proceedings.......................................................    6

              Item 4.    Submission of Matters to a Vote of Security Holders.....................    6

         PART II

              Item 5.    Market for the Registrant's Common Equity and
                         Related Stockholder Matters.............................................    7

              Item 6.    Selected Financial Data.................................................    8

              Item 7.    Management's Discussion and Analysis of
                         Financial Condition and Results of Operations...........................    9

              Item 8.    Index to Financial Statements and
                         Supplementary Financial Data............................................    11

              Item 9.    Changes in and Disagreements with Accountants
                         on Accounting and Financial Disclosure..................................    30

         PART III

              Item 10.   Directors and Executive Officers of the Registrant......................    31

              Item 11.   Executive Compensation..................................................    32

              Item 12.   Security Ownership of Certain Beneficial
                         Owners and Management...................................................    33

              Item 13    Certain Relationships and Related Transactions..........................    33

         PART IV

              Item 14.   Exhibits, Financial Statement Schedules and
                         Reports on Form 8-K.....................................................    34

         SIGNATURES      ........................................................................    35

         INDEX TO EXHIBITS.......................................................................    36
</TABLE>



                                     3

<PAGE>
<PAGE>

                                   PART I


ITEM 1.    BUSINESS

     Community Investment Partners III L.P., LLLP (the "Partnership") was
formed to seek long-term capital appreciation by making investments in
companies and other special investment situations. The Partnership will not
engage in any other business or activity. The Partnership will dissolve on
December 31, 2012, subject to the right of the Individual General Partners
to extend the term for up to two additional two-year periods.

     The Partnership has elected to be a business development company under
the Investment Company Act of 1940, as amended. As a business development
company, the Partnership is required to invest at least 70% of its assets in
qualifying investments as specified in the Investment Company Act.

     The Partnership was formed on July 23, 1997, under the Missouri Uniform
Partnership Law and the Missouri Revised Uniform Limited Partnership Law.
CIP Management, L.P., LLLP, the Managing General Partner, is a Missouri
limited liability limited partnership originally formed on October 10, 1989
as a Missouri limited partnership and registered as a limited liability
limited partnership on July 23, 1997. The general partner of CIP Management,
L.P., LLLP is CIP Management, Inc., an indirect subsidiary of Edward D.
Jones & Co., L.P.

     The Partnership participated in a public offering of its limited
partnership interests in the first quarter of 1998. The Partnership sold
54,340 Units of limited partnership interest and 549 Units of general
partnership interest for an aggregate price of $686,111. In the fourth
quarter, the Partnership executed a call to each partner for an additional
aggregate amount of $686,111. After offering expenses, the Partnership
received approximately $1,290,000 in proceeds available for investment.

     The information set forth under the captions "Investment Objectives and
Policies" and "Regulation" in the Prospectus of the Partnership dated
January 9, 1998, filed with the Securities and Exchange Commission pursuant
to Rule 497(b) under the Securities Act of 1933, is incorporated herein by
reference.

     RISKS OF UNIT OWNERSHIP

     The purchase and ownership of Units involve a number of significant
risks and other important factors. The portfolio company investments of the
Partnership involve a high degree of business and financial risk that can
result in substantial losses. Among these are the risks associated with
investment in companies with little operating history, companies operating
at a loss or with substantial variations in operating results from period to
period, companies with the need for substantial additional capital to
support expansion or achieve or maintain a competitive position, companies
which may be highly leveraged, companies which may not be diversified and
companies in which the Partnership may be the sole or primary lender. The
Partnership intends to invest in only a few companies; therefore, a loss or
other problem with a single investment would have a material adverse effect
on the Partnership.


                                     4

<PAGE>
<PAGE>

     Other risks include the Partnership's ability to find suitable
investments for its funds because of competition from other entities having
similar investment objectives. Risks may arise due to the significant period
of time that may elapse before the Partnership has completed the selection
of its portfolio company investments and the significant period of time
(typically four to seven years or longer) which will elapse before portfolio
company investments have reached a state of maturity such that disposition
can be considered. It is unlikely that any significant distributions of the
proceeds from the disposition of investments will be made until the later
years of the term of the Partnership.

     Portfolio companies may require additional funds. There can be no
assurance that the Partnership will have sufficient funds from reserves or
borrowing to make such follow-up investments which may have a substantial
negative impact on a portfolio company in need of additional funds or may
result in a missed opportunity to increase participation in a successful
operation.

     All decisions with respect to the management of the Partnership,
including identifying and making portfolio investments, are made exclusively
by the General Partners. Limited Partners must rely on the abilities of the
General Partners. The key personnel of the Managing General Partner have
considerable prior experience in investment banking and in structuring
investments similar to those which the Partnership intends to pursue. In
addition, they have prior experience in the operation of Community
Investment Partners, L.P. and Community Investment Partners II, L.P., both
business development companies with similar investment strategies.

     Ownership of the Units also entails risk because Limited Partners may
not be able to liquidate their investment in the event of an emergency or
for any other reason due to the substantial restrictions on transfers
contained in the Partnership Agreement and the lack of a market for the
resale of Units.

     The information set forth under the captions "Risk and Other Important
Factors" (including the subsections "Risks of Investment," "Size of
Partnership," "Ability to Invest Funds," "Time Required to Maturity of
Investments; Illiquidity of Investments," "Need for Follow-on Investments,"
"Use of Leverage," "Unspecified Investments," "Reliance on Management," "New
Business," "No Market for Units," "Distributions in Kind" and "Federal
Income Tax Considerations") on pages 13 through 17 of the Prospectus of
Partnership dated January 9, 1998, filed with the Securities and Exchange
Commission pursuant to Rule 497(b) under the Securities Act of 1933 on
January 9, 1998, is incorporated herein by this reference. (This information
has been restated herein pursuant to section 64(b) of the Investment Company
Act of 1940).

     Partners should refer to the Partnership Agreement for more detailed
information.

EMPLOYEES

     The Partnership has no employees. The Managing General Partner performs
management and administrative services for the operation of the Partnership.
The Managing General Partner is paid an annual management fee of 1.5% of
total assets, computed quarterly. The Managing General Partner is reimbursed
by the Partnership for out of pocket expenses in connection with finding,
evaluating, structuring, approving, monitoring and liquidating the
Partnership's portfolio investments.

ITEM 2.    PROPERTIES

     The Partnership does not own or lease any physical properties.

                                     5

<PAGE>
<PAGE>

ITEM 3.    LEGAL PROCEEDINGS

     The Partnership is not a party to any material pending legal
proceedings.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were submitted to a vote of security holders during the
period covered by this report.



                                     6

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<PAGE>

                                   PART II

ITEM 5.    MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
           RELATED STOCKHOLDER MATTERS

     There is no established public trading market for the Limited
Partnership interests. As of March 15, 2001, the total number of holders of
units is 111. The number of limited partnership units outstanding is 54,340.
The number of general partnership units outstanding is 549 as of March 15,
2001.

     Cash distributions of $35 per limited partnership unit and $124 per
general partnership unit were made to the Partners during the year ended
December 31, 2000.

     The information set forth under the captions "Partnership Distributions
and Allocations" and "Transferability of Units" in the Prospectus of the
Partnership dated January 9, 1998, filed with the Securities and Exchange
Commission pursuant to Rule 497(b) under the Securities Act of 1933 is
incorporated herein by reference.


                                     7

<PAGE>
<PAGE>


ITEM 6.    SELECTED FINANCIAL DATA,


<TABLE>
STATEMENTS OF FINANCIAL CONDITION:

<CAPTION>
                                                           AS OF DECEMBER 31,
                                           -----------------------------------------------

                                               2000              1999              1998
                                           -----------        ----------        ----------

<S>                                        <C>                <C>               <C>
Net Assets                                 $ 1,165,563        $2,451,360        $1,240,442

Portfolio Investments at Fair Value        $ 1,112,248        $1,777,760        $  512,003



<CAPTION>
STATEMENTS OF INCOME:

                                                             FOR THE YEARS
                                                           ENDED DECEMBER 31
                                           -----------------------------------------------

                                               2000              1999              1998
                                           -----------        ----------        ----------

<S>                                        <C>                <C>               <C>
Net Loss before Net Realized Gains
and Net Unrealized (Losses) Gains          $    (48,079)      $  (35,232)       $ (131,780)

Net Realized Gains                            1,733,362          156,832                 -

Net Unrealized (Losses) Gains                (1,001,115)       1,089,318                 -

Net Income (Loss)                               684,168        1,210,918          (131,780)

Per Unit of
Partnership Interest:

Net Asset Value                                   21.23            44.66             22.60

Net Loss before Net Realized
(Losses) Gains
and Net Unrealized Gains                           (.88)            (.64)            (2.40)

Net Realized Gains                                31.58             2.86                 -

Net Unrealized (Losses) Gains                    (18.24)           19.84                 -

Net Income (Loss)                          $      12.46       $    22.06        $    (2.40)
</TABLE>


                                     8

<PAGE>
<PAGE>


ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
                        FISCAL YEAR 2000 VERSUS 1999


         Net income for the year ended December 31, 2000 was $684,168,
compared to net income of $1,210,918 for the year ended December 31, 1999.

         Net realized gains on investments for the year ended December 31,
2000 were $1,733,362, compared to $156,832 for the year ended December 31,
1999. During 2000, 23,500 shares of United Therapeutics Corporation (UTHR)
common stock were sold, resulting in the $1,733,362 total gain recorded for
the year. The gains resulted from a sharp increase in the market price per
share during late 1999 and early 2000. The December 31, 1999 net realized
loss of $156,832 consisted of a $265,615 gain on 8,000 shares UTHR common
stock and a $108,783 loss caused by writing off the investment in Implemed,
Inc. No investments were written off during the year ended December 31,
2000.

         A net unrealized loss on investments of $1,001,115 was recorded for
the year ended December 31, 2000, compared to a net unrealized gain of
$1,089,318 for the year ended December 31, 1999. The 1999 unrealized gain
consisted of gains on 25,333 shares of UTHR due to the excess of the $46.00
December 31, 1999 share price over the basis of $3.00 per share. The 2000
unrealized loss is primarily the result of the conversion of the 1999
unrealized gains on UTHR to realized gains as the 23,500 shares were sold
throughout the year ended December 31, 2000.

         Total expenses for the year ended December 31, 2000 were $64,547, a
14% increase over 1999 total expenses of $56,812. Within total expenses,
management fees increased $5,859 (26%) as a direct result of increases in
total assets between 1999 and 2000.

         There were two partnership distributions made during the year. The
first distribution was $25 per share for limited and general partners. The
second distribution was $10 per share for limited partners and $99 per share
for the general partner.


                        FISCAL YEAR 1999 VERSUS 1998

           Net income for the year ended December 31, 1999 was $1,210,918,
compared to a $131,780 net loss for the year ended December 31, 1998. The
net increase is due to significant increases in investment gains and
interest income, as well as a 57% decrease in expenses, as discussed below.

           The $1,089,318 unrealized gain on investments is composed
entirely of an unrealized gain from holding United Therapeutics Corporation.
United Therapeutics completed a public offering in May of 1999 and was
trading at $46.00 per share on December 31, 1999. The Partnership's cost
basis per share is $3.00.

           Interest income of $21,580 represents interest received on funds
held in a money market account. This account was opened in early 1999 to
hold proceeds received from capital contributions until they are used to
purchase initial investments.

           The $156,832 net realized gain on sales of investments is
composed of a $265,615 gain from the sale of 8,000 shares of United
Therapeutics Corporation common stock, offset by a $108,783 loss

                                     9

<PAGE>
<PAGE>

recorded as a result of writing off the investment in Implemed, Inc. There
were no investment gains or losses recorded for the year ended December 31,
1998.

           Expenses decreased $75,087, or 57% from the year ended December
31, 1999. Within total expenses, management fees increased $14,502,
organization costs decreased $82,363, and professional fees decreased
$9,033. Independent general partners' fees and other expenses remained
constant. Management fees are calculated based on asset value at the end of
each quarter and the increased fees properly follow the increase in asset
value over 1998. Organization costs are lower because 100% of the costs were
written off in 1998 in accordance with AICPA Statement of Position 98-5,
"Reporting on the Costs of Start-up Activities". Professional fees were
lower because 1998 included some initial filing fees and legal fees related
to the formation of the Partnership.

LIQUIDITY AND CAPITAL RESOURCES

     Total capital for the Partnership as of December 31, 2000, was
$1,165,563. This consisted of $1,167,075 in Limited Partner capital and
$(1,512) in General Partner capital.

     Net income of $ 684,168 for 2000 was allocated in the amount of
$642,128 to the Limited Partners and in the amount of $42,040 to the General
Partner.

     At December 31, 2000, the Partnership had $60,465 in cash and cash
equivalents.

     During the first quarter of 2000, the Partners' Capital Accounts became
equal to their Adjusted Capital Contributions. According to 4.2.2(c) of the
Partnership agreement, any future profits of the Partnership will be
allocated 90% to the limited partners and 10% to the general partner.
Profits previously earned were allocated 99% to the limited partners and 1%
to the general partner.



                                     10

<PAGE>
<PAGE>


Item 8.       INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY
              FINANCIAL DATA


<TABLE>
<CAPTION>
                                                                                                 Page
                                                                                                 ----
<S>                                                                                             <C>
     Report of Independent Public Accountants......................................................12

     Report of Independent
     Accountants...................................................................................13

     Schedule of Portfolio Investments as of
     December 31, 2000 and 1999....................................................................14

     Statements of Financial Condition as of December 31, 2000 and 1999............................19

     Statements of Operations for the Years Ended
     December 31, 2000, 1999 and 1998..............................................................20

     Statements of Cash Flows for the Years Ended
     December 31, 2000, 1999 and 1998..............................................................21

     Statements of Changes in Partnership Capital for the
     Years Ended December 31, 2000, 1999 and 1998..................................................22

     Notes to Financial Statements.................................................................23
</TABLE>


Financial Statement Schedules:

All financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial statements
or notes thereto.


                                     11

<PAGE>
<PAGE>

                  REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Partners of
Community Investment Partners III, L.P., LLLP

We have audited the accompanying statement of financial condition of
Community Investment Partners III, L.P., LLLP (a Missouri limited
partnership), including the schedule of portfolio investments, as of
December 31, 2000, and the related statements of operations, cash flows and
changes in partnership capital for the year then ended. 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 audit.

We conducted our audit in accordance with auditing standards generally
accepted in the United States. 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. Our procedures included confirmation of securities
owned as of December 31, 2000, by correspondence with the custodian. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable
basis for our opinion.

As discussed in Note 3, the financial statements include investment
securities valued at $918,547 (79 percent of net assets) whose values have
been estimated by the Managing General Partner in the absence of readily
ascertainable market values. However, because of the inherent incertainty of
valuation, the General Partner's estimated values may differ from the values
that would have been used had a ready market existed for the securities and
the differences could be material.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Community Investment
Partners III, L.P., LLLP, as of December 31, 2000, and the results of its
operations, cash flows, and the changes in its partnership capital for the
year then ended, in conformity with accounting principles generally accepted
in the United States.



                                     ARTHUR ANDERSEN LLP


St. Louis, Missouri
February 16, 2001


                                     12

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<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS

To the Partners of
Community Investment Partners III, L.P., LLLP


In our opinion, the statements of financial condition, including the
schedule of portfolio investments, as of December 31, 1999 and the related
statements of operations, of cash flows and of changes in partnership
capital for each of the two years in the period ended December 31, 1999
present fairly, in all material respects, the financial position, results of
operations and cash flows of Community Investment Partners III, L.P., LLLP
(the "Partnership") at December 31, 1999 and for each of the two years in
the period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America. 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 of these statements in accordance
with auditing standards generally accepted in the United States of America,
which 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,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion. We have
not audited the financial statements of Community Investment Partners III, L.P.
for any period subsequent to December 31, 1999.



PricewaterhouseCoopers LLP

St. Louis, Missouri
March 3, 2000


                                     13

<PAGE>
<PAGE>

<TABLE>

                                   COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                         SCHEDULE OF PORTFOLIO INVESTMENTS
                                              As of December 31, 2000
<CAPTION>
------------------------------------------------------------------------------------------------------------------

Company                             Nature of Business                                              Fair Value
Investment Date                     Investment                                     Cost             (Note 3)
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                        <C>                  <C>
ATAIRGIN TECHNOLOGIES, INC          Develops diagnostic blood tests
                                    for ovarian and breast cancer

     May 10, 2000                   80,000 shares of Series D
                                    preferred stock                            $   100,000          $    100,000

ATHEROGENICS, INC. (AGIX)           Pharmaceutical company focused on the
                                    discovery and development of
                                    therapeutics for the treatments and
                                    prevention of cardiovascular disease.

     May 11, 1999                   33,333 shares of common stock                   99,999               166,664

ENDICOR MEDICAL, INC.               Develops devices for the removal
                                    of blood clots and occlusive tissue
                                    from arteries

     June 18, 1999                  46,801 shares of Series C
                                    preferred stock                                100,000               100,000

     March 14, 2000                 4,730 shares of common stock                     4,021                 4,021

     March 23, 2000                 1,110 shares of common stock                     1,388                 1,388

INTELLIWORXX, INC.                  A Florida technology corporation
                                    that creates, designs and delivers
                                    products worldwide that offer
                                    specific solutions for individual
                                    customer needs.

     December 31, 1999              28,769 shares of common stock                  100,694               100,694
                                    and 1,678 warrants to purchase
                                    common stock, exercisable at
                                    $3.00 per share, through March 3, 3005


                                          The accompanying notes are an
                                         integral part of this schedule



                                     14

<PAGE>
<PAGE>

<CAPTION>

                                  COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                        SCHEDULE OF PORTFOLIO INVESTMENTS
                                             As of December 31, 2000

------------------------------------------------------------------------------------------------------------------

Company                             Nature of Business                                              Fair Value
Investment Date                     Investment                                     Cost             (Note 3)
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                        <C>                  <C>
LIPOMED, INC.                       A diagnostic testing and analytical
                                    company that is pioneering new medical
                                    applications of nuclear magnetic
                                    resonance (NMR) spectroscopy.

     June 16, 1998                  16,667 shares of Series B
                                    convertible preferred stock                $   100,002          $    100,002

NOBEX                               Drug delivery company specializing
(formerly Protein                   in proprietary polymer-based systems
Delivery Inc.)                      for the delivery and stabilization of
                                    protein and peptide drugs.

     April 6, 1998                  44,445 shares of Series D
                                    preferred stock                                100,001               100,001

     December 23, 1998              4,976 shares of Series E
                                    preferred stock and a warrant
                                    to purchase 2,400 shares of
                                    common stock                                    12,440                12,440

OPTIMARK HOLDINGS, INC.             Developed and patented a computer-based
                                    method for structuring auction markets
                                    that significantly improves liquidity and
                                    efficiency, lowering transaction costs in
                                    the process.

     September 23, 1998             10,000 shares of Series B
                                    convertible participating
                                    preferred stock                                100,000               100,000



                                          The accompanying notes are an
                                         integral part of this schedule



                                     15

<PAGE>
<PAGE>

<CAPTION>
                                  COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                   SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
                                             As of December 31, 2000

------------------------------------------------------------------------------------------------------------------

Company                             Nature of Business                                              Fair Value
Investment Date                     Investment                                     Cost             (Note 3)
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                        <C>                  <C>
PARTNER HOLDINGS, INC.              Provider of internet,
                                    telecommunications and
                                    e-commerce services to
                                    apartment residents.

     June 5, 2000                   57,143 shares of Series A
                                    preferred stock                            $   100,000          $    100,000

RENALTECH INTERNATIONAL             Develops technology
                                    for treating blood during
                                    kidney dialysis

     March 7, 2000                  21,053 units of ownership                      100,000               100,000

UNITED THERAPEUTICS                 Develops innovative
CORPORATION (UTHR)                  pharmaceutical and
                                    biotechnological therapies
                                    for the treatment of life
                                    threatening diseases.

     March 31, 1998                 1,833 shares of
                                    common stock                                     5,499                27,037

ZYCOS, INC.                         Creates products that activate
                                    the immune defense to destroy
                                    viral or cancer transformed cells.

     June 28, 2000                  28,736 shares of Series G / G-1
                                    preferred stock                                100,001               100,001
                                                                             -------------          ------------

                                    TOTAL INVESTMENTS                        $   1,020,045          $  1,112,248
                                                                             =============          ============



                                          The accompanying notes are an
                                         integral part of this schedule

</TABLE>

                                                       16

<PAGE>
<PAGE>

<TABLE>

                                  COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                   SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
                                             As of December 31, 1999
<CAPTION>
------------------------------------------------------------------------------------------------------------------

Company                             Nature of Business                                              Fair Value
Investment Date                     Investment                                     Cost             (Note 3)
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                        <C>                  <C>
ATHEROGENICS, INC.                  Pharmaceutical company focused on
                                    the discovery and development of
                                    therapeutics for the treatments and
                                    prevention of cardiovascular disease.

     May 11, 1999                   33,333 shares of common stock              $    99,999          $   99,999

ENDICOR MEDICAL, INC.               Develops devices for the
                                    removal of blood clots and
                                    occlusive tissue from arteries.

     June 18, 1999                  46,801 shares of Series C
                                    preferred stock                                100,000             100,000

INTELLIWORXX, INC.                  A Florida technology corporation
                                    that creates, designs and delivers
                                    products worldwide that offer
                                    specific solutions for individual
                                    customer needs

     December 31, 1999              1%, $100,000 demand promissory note
                                    convertible into common stock                  100,000             100,000

LIPOMED, INC.                       A diagnostic testing and analytical
                                    company that is pioneering new medical
                                    applications of nuclear magnetic
                                    resonance (NMR) spectroscopy.

     June 16, 1998                  16,667 shares of Series B
                                    convertible preferred stock                    100,002             100,002




                                          The accompanying notes are an
                                         integral part of this schedule


                                     17

<PAGE>
<PAGE>

<CAPTION>
                                  COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                   SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
                                             As of December 31, 1999

------------------------------------------------------------------------------------------------------------------

Company                             Nature of Business                                              Fair Value
Investment Date                     Investment                                     Cost             (Note 3)
------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                                        <C>                  <C>
OPTIMARK HOLDINGS, INC.             Developed and patented a computer-based
                                    method for structuring auction markets
                                    that significantly improves liquidity
                                    and efficiency, lowering transaction
                                    costs in the process.

     September 23, 1998             10,000 shares of Series B
                                    convertible participating
                                    preferred stock                            $   100,000          $  100,000

PROTEIN DELIVERY INC.               Drug delivery company specializing
                                    in proprietary polymer-based systems
                                    for the delivery and stabilization of
                                    protein and peptide drugs.

     April 6, 1998                  44,445 shares of Series D
                                    preferred stock                                100,001             100,001

     December 23, 1998              4,976 shares of Series E preferred
                                    stock and warrant to purchase
                                    2,400 shares of common stock                    12,440              12,440

UNITED THERAPEUTICS                 Develops innovative pharmaceutical
CORPORATION                         and biotechnological therapies for
                                    the treatment of life threatening
                                    diseases.

     March 31, 1998                 25,333 shares of common Stock                   76,000           1,165,318
                                                                               -----------       -------------


                                    TOTAL INVESTMENTS                          $   688,442       $   1,777,760
                                                                               ===========       =============




                                          The accompanying notes are an
                                         integral part of this schedule

</TABLE>

                                     18

<PAGE>
<PAGE>

<TABLE>

                            COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                  STATEMENTS OF FINANCIAL CONDITION

                                                ASSETS
                                                ------

<CAPTION>
                                                                               December 31,
                                                                   ----------------------------------

                                                                       2000                  1999
                                                                   -------------        -------------

<S>                                                                <C>                  <C>
Investments at fair value
     (cost $1,024,045 and $688,442 respectively)                   $   1,112,248        $   1,777,760
Cash and cash equivalents                                                 60,465              692,986
Accrued interest receivable                                                    -                2,000
                                                                   -------------        -------------

TOTAL ASSETS                                                       $   1,172,713        $   2,472,746
                                                                   =============        =============


<CAPTION>
                                 LIABILITIES AND PARTNERSHIP CAPITAL
                                 -----------------------------------

                                                                               December 31,
                                                                   ----------------------------------

                                                                       2000                  1999
                                                                   -------------        -------------

<S>                                                                <C>                  <C>
ACCOUNTS PAYABLE AND ACCRUED EXPENSES                              $       7,150        $      21,386
                                                                   -------------        -------------

Partnership Capital:

Capital - Limited Partners                                             1,167,075            2,426,847
Capital - General Partners                                                (1,512)              24,513
                                                                   -------------        -------------

     TOTAL PARTNERSHIP CAPITAL                                         1,165,563            2,451,360
                                                                   -------------        -------------
TOTAL LIABILITIES AND
     PARTNERSHIP CAPITAL                                           $   1,172,713        $   2,472,746
                                                                   =============        =============






                                    The accompanying notes are an
                                    integral part of this schedule
</TABLE>


                                                 19

<PAGE>
<PAGE>


<TABLE>

                           COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                      STATEMENTS OF OPERATIONS
<CAPTION>

                                                                 For the Years Ended
                                                                     December 31,
                                                  -------------------------------------------------

                                                      2000               1999               1998
                                                  -----------         -----------        ----------

                                               INCOME
                                               ------

<S>                                               <C>                 <C>                 <C>
Interest income                                   $    16,468         $    21,580         $     119
                                                  -----------         -----------         ---------

         TOTAL INCOME                                  16,468              21,580               119
                                                  -----------         -----------         ---------

<CAPTION>
                                              EXPENSES
                                              --------

<S>                                               <C>                 <C>                 <C>
Management fees                                        28,174              22,315             7,813
Organization costs                                          -                   -            82,363
Professional fees                                      23,300              20,027            29,060
Independent general partners' fees                     12,000              12,000            12,000
Other                                                   1,073               2,470               663
                                                  -----------         -----------         ---------

         TOTAL EXPENSES                                64,547              56,812           131,899
                                                  -----------         -----------         ---------
Net loss before net realized gains
   and net unrealized (losses) gains                  (48,079)            (35,232)         (131,780)

Net realized gains
   on sales of investments                          1,733,362             156,832                 -

Net unrealized (losses) gains
   on investments                                  (1,001,115)          1,089,318                 -

                                                  -----------         -----------         ---------

         NET INCOME (LOSS)                        $   684,168         $ 1,210,918         $(131,780)
                                                  ===========         ===========         =========



                                    The accompanying notes are an
                                   integral part of this schedule
</TABLE>



                                     20

<PAGE>
<PAGE>

<TABLE>

                                    COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                                              STATEMENTS OF CASH FLOWS
<CAPTION>

                                                                                  For the Years Ended
                                                                                      December 31,
                                                                    -----------------------------------------------

                                                                       2000              1999              1998
                                                                    -----------       -----------       -----------

<S>                                                                 <C>               <C>               <C>
CASH FLOWS PROVIDED BY (USED) FOR OPERATING ACTIVITIES:

     Net income (loss)                                              $   684,168       $ 1,210,918       $  (131,780)
     Adjustments to reconcile net income (loss)
         to net cash used for operating activities:
     Purchase of portfolio investments                                 (406,104)         (309,222)         (512,003)
     Proceeds from sale of portfolio investments                      1,803,863           289,615                 -
     Unrealized losses (gains) on portfolio investments               1,001,115        (1,089,318)                -
     Net realized gains on sale/liquidation of
         portfolio investments                                       (1,733,362)         (156,832)                -
     Decrease in deferred organization costs                                  -                 -             8,532
     Decrease (increase) in interest receivable                           2,000            (2,000)                -
     (Decrease) increase in accounts payable and accrued
         expenses                                                       (14,236)            7,386            14,000
     Decrease in payable to affiliates                                        -                 -            (8,532)
                                                                    -----------       -----------       -----------

         Net cash provided by (used for) operating activities         1,337,444           (49,453)         (629,783)
                                                                    -----------       -----------       -----------

CASH FLOWS (USED) PROVIDED BY FINANCING ACTIVITIES:

     Capital Distribution                                            (1,969,965)                -                 -
     Capital Contributions                                                    -                 -         1,371,122
                                                                    -----------       -----------       -----------

         Net cash (used for) provided by financing activities        (1,969,965)                -         1,371,122
                                                                    -----------       -----------       -----------

         Net (decrease) increase in cash and cash equivalents          (632,521)          (49,453)          741,339

CASH AND CASH EQUIVALENTS:

     Beginning of year                                                  692,986           742,439             1,100
                                                                    -----------       -----------       -----------

     End of year                                                    $    60,465       $   692,986       $   742,439
                                                                    ===========       ===========       ===========


                                            The accompanying notes are an
                                           integral part of this schedule

</TABLE>



                                     21

<PAGE>
<PAGE>

<TABLE>
                        COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP

                        STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

                    For the Years Ended December 31, 2000, 1999 and 1998


<CAPTION>
                                              LIMITED            GENERAL
                                            PARTNERSHIP        PARTNERSHIP
                                              CAPITAL            CAPITAL            TOTAL
                                            -----------        -----------       -----------

<S>                                         <C>                 <C>              <C>
BALANCE, DECEMBER 31, 1997                  $       100         $  1,000         $     1,100

Net Loss                                       (130,462)          (1,318)           (131,780)

Contributions                                 1,358,400           12,722           1,371,122
                                            -----------         --------         -----------

BALANCE, DECEMBER 31, 1998                  $ 1,228,038         $ 12,404         $ 1,240,442

Net Income                                    1,198,809           12,109           1,210,918
                                            -----------         --------         -----------

BALANCE, DECEMBER 31, 1999                  $ 2,426,847         $ 24,513         $ 2,451,360


Net Income                                      642,128           42,040             684,168

Distribution                                 (1,901,900)         (68,065)         (1,969,965)
                                            -----------         --------         -----------

BALANCE, DECEMBER 31, 2000                  $ 1,167,075         $ (1,512)        $ 1,165,563
                                            ===========         ========         ===========





                                The accompanying notes are an
                                integral part of this schedule

</TABLE>


                                     22

<PAGE>

                COMMUNITY INVESTMENT PARTNERS III L.P., LLLP

                        NOTES TO FINANCIAL STATEMENTS


1.     GENERAL

       Partnership Organization
       ------------------------

           Community Investment Partners III L.P., LLLP (the "Partnership")
       was formed on July 23, 1997, under the Missouri Uniform Partnership
       Law and the Missouri Revised Uniform Limited Partnership Law. CIP
       Management, L.P., LLLP, the Managing General Partner, is a Missouri
       limited liability limited partnership originally formed on October
       10, 1989 as a Missouri limited partnership and elected to register as
       a limited liability limited partnership on July 23, 1997. The general
       partner of CIP Management, L.P., LLLP is CIP Management, Inc., an
       indirect subsidiary of Edward D. Jones & Co., L.P.

       Business
       --------

           The Partnership elected to be a business development company
       under the Investment Company Act of 1940, as amended. As a business
       development company, the Partnership is required to invest at least
       70% of its assets in qualifying investments as specified in the
       Investment Company Act. The Managing General Partner is responsible
       for making the Partnership's investment decisions.

           The Partnership will seek long-term capital appreciation by
       making investments in companies and other special investment
       situations. The Partnership is not permitted to engage in any other
       business or activity. The Partnership will dissolve on December 31,
       2012, subject to the right of the Individual General Partners to
       extend the term for up to two additional two-year periods.


       Risk of Ownership
       -----------------

           The purchase and ownership of Partnership Units involve a number
       of significant risks and other important factors. The portfolio
       company investments of the Partnership involve a high degree of
       business and financial risk that can result in substantial losses.
       Among these are the risks associated with investing in companies with
       little operating history, companies operating at a loss or with
       substantial variations in operating results from period to period,
       companies with the need for substantial additional capital to support
       expansion or achieve or maintain a competitive position, companies
       which may be highly leveraged, companies which may not be diversified
       and companies in which the Partnership may be the sole or primary
       lender. The Partnership intends to invest in only a few companies;
       therefore, a loss or other problem with a single investment could
       have a material adverse effect on the Partnership.




                                     23

<PAGE>
<PAGE>


2.     ALLOCATION OF PARTNERSHIP PROFITS AND LOSSES

           Generally, profits will be allocated 99% to the Limited Partners
       and 1% to the General Partners until the Partners' Capital Accounts
       equal their undistributed Capital Contributions. Thereafter, profits
       will be allocated 90% to the Limited Partners and 10% to the General
       Partners in an amount sufficient to cause their Capital Accounts to
       equal an amount equal to (i) two times their Capital Contributions
       less (ii) cumulative distributions pursuant to paragraph 4.1 and
       paragraph 9.2.2 of the Partnership Agreement, at which time profits
       will be allocated 80% to the Limited Partners and 20% to the General
       Partners.

           Generally, losses will be allocated 99% to the Limited Partners
       and 1% to the General Partners; provided, however, that losses will
       be allocated 80% to the Limited Partners and 20% to the General
       Partners to the extent of any prior allocation of profits which were
       made to the Partners on an 80%/20% basis. Next, losses will be
       allocated 90% to the Limited Partners and 10% to the General Partners
       to the extent any prior allocations of profits were made to the
       Partners on an 90%/10% basis. Thereafter, losses, if any, will be
       allocated to those Partners who bear the economic risk of loss.

           Partners should refer to the information set forth under the
       caption "Partnership Distribution and Allocations" in the Prospectus
       of the Partnership dated January 9, 1998, filed with the Securities
       and Exchange Commission pursuant to Rule 497(b) under the Securities
       Act of 1933, for more specific information.

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       Cash and Cash Equivalents
       -------------------------

           All short-term investments with original maturities of three
       months or less are considered to be cash equivalents.

       Investment Transactions
       -----------------------

           Portfolio investments are carried at a fair value as obtained
       from outside sources or at a value determined quarterly by the
       Managing General Partner under the supervision of the Independent
       General Partners. Until significant developments affecting an
       investment provide a basis for revaluation, cost approximates fair
       market value. Due to the inherent uncertainty of valuation for those
       portfolio investments with a fair value that is not readily
       ascertainable, the estimated values used may differ significantly
       from the values that would have been used had a ready market existed
       for the securities. Investments in securities traded on a national
       securities exchange will be valued at the latest reported sales price
       on the last business day of the period. If no sale has taken place,
       the securities will be valued at the last bid price. If no bid price
       has been reported, or if no exchange quotation is available, the
       securities will be valued at the quotation obtained from an outside
       broker. Investment transactions are recorded on a trade date basis.
       Income is recorded on an accrual basis.

       Use of Estimates
       ----------------

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

                                     24

<PAGE>
<PAGE>



       Organizational Costs
       --------------------

           Total organizational and offering expenses for the Partnership
       totaled $213,052, of which, $130,689 were paid by an affiliate. The
       remaining $82,363 of organization costs were expensed in 1998 in
       accordance with AICPA Statement of Position 98-5, "Reporting on the
       Costs of Start-up Activities."

       Income Taxes
       ------------

           Income taxes have not been provided for as the Partnership is a
       limited partnership and each partner is liable for its own tax
       payments. Allocation of Partnership profits and losses for tax
       purposes is based upon taxable income which may differ from net
       income for financial reporting primarily due to differences between
       book and tax accounting for portfolio investments.

       Distributions
       -------------

           When excess cash, if any, becomes available, it is the
       Partnership's intent to make distributions on an annual basis. All
       distributions are subject to the sole discretion of the Managing
       General Partner and the Independent General Partners.


                                     25

<PAGE>
<PAGE>



4.     PER UNIT INFORMATION

       There is no market for the Limited Partnership interests. Per Unit
Information is as follows:

<TABLE>
<CAPTION>
                                                        For the Years Ended December 31
                                                 --------------------------------------------

                                                    2000             1999              1998
                                                 ---------        ---------         ---------
<S>                                              <C>              <C>               <C>

       Number of unit holders                          111              111               111
                                                 =========        =========         =========

       Limited partnership units                    54,340           54,340            54,340

       General partnership units                       549              549               549
                                                 ---------        ---------         ---------

       Total units outstanding                      54,889           54,889            54,889
                                                 =========        =========         =========

       Net asset value per unit                  $   21.23        $   44.66         $   22.60
                                                 =========        =========         =========

       Net income (loss) per unit                $   12.46        $   22.06         $   (2.40)
                                                 =========        =========         =========
</TABLE>

5.     RELATED PARTY TRANSACTIONS

           The Partnership is furnished with certain non-reimbursed
       management and accounting services by affiliates, which are not
       reflected in the accompanying financial statements.

           The Managing General Partner performs management and
       administrative services for the operation of the Partnership. The
       Managing General Partner is paid an annual management fee of 1.5% of
       total assets, computed quarterly. This fee was $28,174, $22,315 and
       $7,813 for 2000, 1999 and 1998 respectively. The Managing General
       Partner is also reimbursed by the Partnership for out of pocket
       expenses in connection with finding, evaluating, structuring,
       approving, monitoring and liquidating the Partnership's portfolio
       investments.

           The Partnership may place its General Partners on Boards of
       Directors of portfolio companies.

           The Managing General Partner of the Partnership is also the
       managing general partner of Community Investment Partners, L.P. and
       Community Investment Partners II, L.P., both business development
       companies, and Community Investment Partners IV, L.P., LLLP, an
       Employees' Securities Company. The Independent General Partners of
       the Partnership are also the independent general partners for
       Community Investment Partners II, L.P.



                                     26

<PAGE>
<PAGE>


6.     INVESTMENT TRANSACTIONS

       Following is a summary of portfolio investment transactions for the
       years ended December 31, 2000 and 1999 and 1998.

For the year ended December 31, 2000
------------------------------------

<TABLE>
<CAPTION>
                                 Type of                                                         Realized
Company                          Investment                       Cost          Proceeds         Gain (Loss)
-------                          ----------                       ----          --------         -----------
<S>                              <C>                          <C>              <C>               <C>
PURCHASES:
RenalTech International          Purchase                     $   100,000
                                 units of ownership

EndiCOR Medical, Inc.            Purchase                           5,409
                                 common stock

Inteliworxx, Inc.                Conversion of                        694
                                 accrued interest to
                                 common stock

Atairgin Technologies, Inc.      Purchase                         100,000
                                 Series D
                                 preferred stock

Partner Communications           Purchase                         100,000
                                 Series A
                                 preferred stock

Zycos, Inc.                      Purchase                         100,001
                                 Series G / G-1
                                 preferred stock
                                                              -----------

     TOTAL PURCHASES                                          $   406,104
                                                              ===========


Sales:

United Therapeutics              Sold 17,500 shares of        $    52,501      $1,186,211        $ 1,133,710
                                 common stock

United Therapeutics              Sold 2,000 shares of               6,000         151,742            145,742
                                 common stock

United Therapeutics              Sold 4,000 shares of              12,000         465,910            453,910
                                 common stock
                                                              -----------      ----------        -----------

                                                              $    70,501      $1,803,863        $ 1,733,362
                                                              ===========      ==========        ===========


                                     27

<PAGE>
<PAGE>

<CAPTION>
For the year ended December 31, 1999
------------------------------------

                           Type of                                                               Realized
Company                    Investment                             Cost          Proceeds         Gain (Loss)
-------                    ----------                             ----          --------         -----------
<S>                        <C>                                <C>              <C>               <C>
PURCHASES:

Implemed, Inc.             Purchase of Series D
                           convertible preferred stock        $        33

                           Purchase of Bridge Note,
                           convertible to Series E
                           preferred stock                          8,750

AtheroGenics, Inc.         Purchase of Series C
                           convertible preferred stock             99,999

EndiCOR                    Purchase of Series C
Medical, Inc.              preferred stock                        100,000

Intelliworxx, Inc.         Purchase of 1% demand
                           promissory note                        100,000

Protein Delivery, Inc.     Conversion of bridge note
                           and Accrued Interest to
                           series E preferred stock                   440
                                                              -----------

     TOTAL PURCHASES                                          $   309,222
                                                              ===========
</TABLE>


During the quarter ended June 30, 1999, the $12,000 bridge note formerly
held by the Partnership, along with $440 of accrued interest receivable, was
automatically converted to 4,976 shares of Series E Preferred stock by the
Issuer.

<TABLE>
<S>                        <C>                                <C>              <C>               <C>
SALES:
Implemed, Inc.             Write off Series D
                           convertible preferred
                           stock                              $   100,033      $        -        $  (100,033)

                           Write off Bridge Note                    8,750               -             (8,750)

United Therapeutics        Sold 8,000 shares of
                           common stock                            24,000         289,615            265,615
                                                              -----------      ----------        -----------

     TOTAL SALES:                                             $   132,783      $  289,615        $   156,832
                                                              ===========      ==========        ===========



                                     28

<PAGE>
<PAGE>


<CAPTION>

For the year ended December 31, 1998
------------------------------------

                           Type of                                                               Realized
Company                    Investment                             Cost           Proceeds        Gain (Loss)
-------                    ----------                             ----           --------        -----------

PURCHASES:
<S>                        <C>                                <C>              <C>               <C>
United Therapeutics
Corporation                Common stock                       $   100,000

Implemed, Inc.             Series D convertible
                           preferred stock                        100,000

Protein Delivery Inc.      Series D preferred stock               100,001

                           10% bridge note, due
                           4/1/99 and one warrant                  12,000

LipoMed, Inc.              Series B convertible
                           preferred stock                        100,002

OptiMark
Technologies, Inc.         Series B convertible
                           participating preferred stock          100,000
                                                              -----------

     TOTAL PURCHASES                                          $   512,003
                                                              ===========

</TABLE>


                                     29

<PAGE>
<PAGE>






ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
           ACCOUNTING AND FINANCIAL DISCLOSURES

       None



                                     30

<PAGE>
<PAGE>

                                  PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     There are two Independent General Partners and one Managing General
Partner of the Partnership. These Independent General Partners and the
Managing General Partner are responsible for the management and
administration of the Partnership. The General Partners are "interested
persons" of the Partnership as defined by the Investment Company Act, but
the Partnership has obtained an exemptive order from the Securities and
Exchange Commission permitting them to be considered disinterested persons.
The Independent General Partners provide overall guidance and supervision
with respect to the operation of the Partnership and perform the various
duties imposed on the directors of a business development company by the
Investment Company Act. In addition to general fiduciary duties, the
Independent General Partners supervise the management and underwriting
arrangement of the Partnership, the custody arrangement with respect to
portfolio securities, the selection of accountants, fidelity bonding and
transactions with affiliates.

Specific Information regarding the Independent General Partners:

     Thomas A. Hughes, 57, is the Assistant Vice President, Associate
General Counsel and Manager-Legal of The Detroit Edison Company, the utility
subsidiary of DTE Energy Company. He also serves as the Associate General
Counsel of DTE Energy Company. Headquartered in Detroit, Michigan, Detroit
Edison is Michigan's largest electric utility serving two million customers
in Southeastern Michigan. Prior to joining Detroit Edison in 1978, Mr.
Hughes served as General Counsel of the Missouri Public Service Commission.
Mr. Hughes has served as a Trustee of the Detroit Metropolitan Bar
Association Foundation, and as a member of the Michigan State Bar
Association Administrative Law Section Council and is currently serving as a
member of the Board of Directors of the Michigan Chapter of the American
Corporate Counsel Association. Mr. Hughes does not own any units.

     Ralph G. Kelly, 43, joined Charter Communications, Inc. in 1993 as Vice
President -- Finance, a position he held until early 1994, when he became
Chief Financial Officer of CableMaxx, Inc., a wireless cable television
operator. Mr. Kelly returned as Senior Vice President -- Treasurer of
Charter Communications, Inc. in February 1996, and has responsibility for
treasury operations, investor relations and financial reporting. Mr. Kelly
has worked in the cable industry since 1984 when he joined Cencom Cable
Associates, Inc. as Controller. Mr. Kelly was promoted to Treasurer of
Cencom Cable Associates, Inc. in 1989 and was responsible for treasury
management, loan compliance, budget administration, supervision of internal
audit and SEC reporting. Mr. Kelly is a Certified Public Accountant and was
in the audit division of Arthur Andersen LLC from 1979 to 1984. Mr. Kelly
does not own any units.

     CIP Management, L.P., LLLP (the "Managing General Partner") is the
Managing General Partner of Community Investment Partners III L.P., LLLP.
The Managing General Partner is also managing general partner of Community
Investment Partners, L.P. and Community Investment Partners II, L.P., both
business development companies, and Community Investment Partners IV, L.P.,
LLLP, an employees' securities company. The General Partners of the Managing
General Partner are CIP Management, Inc., a Missouri corporation and a
wholly-owned subsidiary of Edward D. Jones & Co., L.P., and Daniel A.
Burkhardt.


                                     31

<PAGE>
<PAGE>


The Directors and Officers of CIP Management's, Inc. are as follows:

     Daniel A. Burkhardt, 53, President, Treasurer and Director of CIP
Management, Inc. since October, 1989 and general partner of CIP Management,
L.P., LLLP since February 1990. He is a general partner of The Jones
Financial Companies, L.L.L.P., the parent company of Edward D. Jones & Co.,
L.P., where he has specialized in investment banking and structuring
investments since 1980. He is a director of SEMCO Energy, Inc. Mr. Burkhardt
currently owns 2,000 Units.

     Ray A. Robbins, Jr., 56, Vice President and Director of CIP Management,
Inc. since October 1989. He is a general partner of The Jones Financial
Companies, L.L.L.P., the parent company of Edward D. Jones & Co., L.P.,
where he has specialized in securities analysis since 1984, and where he was
responsible for municipal bond transactions from 1975 to 1983. Mr. Robbins
is Co-Chairman of the Edward D. Jones & Co., L.P. Investment Policy
Committee. Mr. Robbins currently owns 1,000 Units.

     Marilyn A. Gaffney, 42, Secretary of CIP Management, Inc. since
October, 1989. She is a Limited Partner of The Jones Financial Companies,
L.L.L.P., the parent company of Edward D. Jones & Co., L.P., where she has
been a senior investment adviser in investment banking since 1980. Ms.
Gaffney currently owns 100 Units.

ITEM 11.   EXECUTIVE COMPENSATION

     Each Independent General Partner receives an annual fee of $6,000 from
the Partnership, a fee of $1,000 for each meeting attended, and all
out-of-pocket expenses relating to attendance at meetings of the Individual
General Partners. Independent General Partner fees totaled $12,000 during
2000 and 1999.

     The information set forth under the caption "Partnership Distributions
and Allocations" in the Prospectus of the Partnership dated January 9, 1998,
filed with the Securities and Exchange Commission pursuant to Rule 497(b)
under the Securities Act of 1933, is incorporated herein by reference.


                                     32

<PAGE>
<PAGE>

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
           AND MANAGEMENT

     The information concerning the security ownership of the General
Partner, Independent General Partners and the Officers and Directors of CIP
Management, Inc., described in Part I, Item 1 and Part III, Item 10, is
herein incorporated by reference.

     The Managing General Partner has a 1% General Partner (549 units)
interest and a 4.97% (2,700 units) Limited Partner interest.

     As of March 15, 2001, no parties are known by the Partnership to be the
beneficial owners of more than 5% of the Units.

     The Partnership is not aware of any arrangement which may, at a
subsequent date, result in a change of control of the Partnership.


ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Certain relationships and related transactions, described in Part III,
Items 10 and 12, are herein incorporated by reference.


                                     33

<PAGE>
<PAGE>

                                   PART IV



ITEM 14.   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
           ON FORM 8-K

           a.   The following documents are filed as part of this report:

                1.    Financial Statements:
                      ---------------------

                      See Index to Financial Statements and Supplementary
                      Data contained in Item 8 of this Form 10-K.

                2.    Financial Statement Schedules:
                      ------------------------------

                      All financial statement schedules are omitted because
                      they are not applicable, or the required information
                      is included in the balance sheet or notes thereto.

                3.    Exhibits:
                      ---------

                      (3)    Amended and Restated Agreement of Limited
                             Partnership dated as of July 23, 1997. **

                      (4)    Form of Unit Certificate. *

                      (10)   Management Agreement dated January 9, 1998,
                             between the Partnership and CIP Management,
                             L.P., LLLP.**

                      (28)   Prospectus of the Partnership dated January 9,
                             1998, filed with the Securities and Exchange
                             Commission in connection with Registration
                             Statement No. 333-34363 on Form N-2 under the
                             Securities Act of 1933. **

[FN]
                      *      Incorporated by reference to Exhibit A of the
                             Prospectus of the Partnership dated January 9,
                             1998 filed with the Securities and Exchange
                             Commission pursuant to Rule 497(b) under the
                             Securities Act of 1933.

                      **     Incorporated by reference to the Partnership's
                             Registration Statement No. 333-34363 on Form
                             N-2 under the Securities Act of 1933.

           b.   No reports on Form 8-K were filed during the quarter ended
                December 31, 2000.

           c.   Exhibits filed as part of this report are included in Item
                (14) (a)(3) above.

           d.   All financial statement schedules are omitted because they
                are not applicable, or the required information is included
                in the balance sheet or notes thereto.



                                     34

<PAGE>
<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, on
this 29th day of March, 2001.


                                   Community Investment Partners III L.P., LLLP
                                   By:  CIP Management, L.P., LLLP, its
                                        Managing General Partner

                                        By:   CIP Management, Inc., its
                                              Managing General Partner

                                   /s/  Daniel A. Burkhardt, President
                                   --------------------------------------
                                   By:  Daniel A. Burkhardt, President


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



/s/   Daniel A. Burkhardt
_____________________________     General Partner of CIP Management
      Daniel A. Burkhardt         L.P., LLLP, President, Treasurer and
                                  Director of CIP Management, Inc.


/s/   Ray L. Robbins
_____________________________     Vice President and Director of CIP
      Ray L. Robbins              Management, Inc.



/s/   Thomas A. Hughes
_____________________________     Individual General Partner,
      Thomas A. Hughes            Community Investment Partners III L.P., LLLP



/s/   Ralph G. Kelly
_____________________________     Individual General Partner,
      Ralph G. Kelly              Community Investment Partners III L.P., LLLP




                                     35

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<PAGE>


                              INDEX TO EXHIBITS


Exhibit
Number        Description of Exhibit                                       Page
------        ----------------------                                       ----

(3)           Amended and Restated Certificate and Agreement
              of Limited Liability Limited Partnership dated
              as of January 9, 1998                                          *

(4)           Form of Unit Certificate                                       *

(10)          Management Agreement dated January 9, 1998,
              between the Partnership and CIP Management,
              L.P., LLLP                                                     *

(28)          Prospectus of the Partnership dated January 9, 1998,
              filed with the Securities and Exchange Commission
              in connection with Registration Statement
              No. 333-34363 on Form N-2 under the Securities Act
              of 1933                                                        *

[FN]
*Incorporated by reference


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