<PAGE> 1
                                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, 1997    Commission file number 000-23037
                          -----------------                           ---------

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


              MISSOURI                                 43-1790352
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   (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.  (1)  YES  X     NO
                                                         ---       ---
                                                (2)  YES        NO  X
                                                         ---       ---

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, 1998, 41,200 units of limited partnership interest (Units),
representing net assets of $515,000 were held by non-affiliates.  There is no
established public market for such Units.


                                    1
<PAGE> 2

                     DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Prospectus of the Registrant dated January 9, 1998, filed
with the Securities and Exchange Commission are incorporated by reference in
Part I, Part II and Part III hereof.


                                    2
<PAGE> 3

                 COMMUNITY INVESTMENT PARTNERS III L.P., LLLP

<TABLE>
                              TABLE OF CONTENTS
<CAPTION>
                                                                         Page
                                                                         ----
<S>                                                                       <C>
PART I
      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                                    7
      Item 7.   Management's Discussion and Analysis of
                Financial Condition and Results of Operations              8
      Item 8.   Index to Financial Statements and
                Supplementary Financial Data                              10
      Item 9.   Changes in and Disagreements with Accountants
                on Accounting and Financial Disclosure                    17

PART III
      Item 10.  Directors and Executive Officers of the Registrant        18
      Item 11.  Executive Compensation                                    19
      Item 12.  Security Ownership of Certain Beneficial
                Owners and Management                                     20
      Item 13   Certain Relationships and Related Transactions            20

PART IV
      Item 14.  Exhibits, Financial Statement Schedules and
                Reports on Form 8-K                                       21

SIGNATURES                                                                22

INDEX TO EXHIBITS                                                         23
</TABLE>


                                    3
<PAGE> 4

                                    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.

          As of December 31, 1997 there had been no activity in the
Partnership except for initial capital contributions on August 11, 1997, of
$1,000 by the Managing General Partner and $100 by the Initial Limited
Partner. The Initial Limited Partner, which is a related party, purchased the
interest in the Partnership to permit its formation. The Partnership's
registration did not become effective with the Securities and Exchange
Commission until January 9, 1998.

          The Managing General Partner is required to have invested the net
proceeds of the Partnership's offering (excluding amounts held in reserve)
within two years of the date of the capital call.

          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> 5

          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. 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> 6

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
<PAGE> 7

                                   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, 1998, the total number of holders of
units is 89. The number of limited partnership units outstanding is 44,500.
The number of general partnership units outstanding is 450 as of March 15,
1998.

          The information concerning the number of Unit holders and number
of Units outstanding, described in Part I, Item 7, is herein incorporated by
reference.

          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.

ITEM 6.   SELECTED FINANCIAL DATA

          The partnership had no investments or other significant activity
during 1997. As of December 31, 1997, net assets equaled $1,100 which
resulted from initial capital contributions necessary to form the
Partnership. In addition, the Partnership's registration did not become
effective with the Securities and Exchange Commission until January 9, 1998.
As such, there is no information which can show trends in the Partnership's
financial condition and results of operations.


                                    7
<PAGE> 8

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

RESULTS OF OPERATIONS

          As of December 31, 1997, the Partnership has not commenced
operating activities. Net assets at December 31, 1997 of $1,100 resulted from
initial capital contributions to establish the Partnership.


                                    8
<PAGE> 9

LIQUIDITY AND CAPITAL RESOURCES

          The Partnership's initial capital of $1,100 as of December 31,
1997, consisted of $100 in Initial Limited Partner capital and $1,000 in
General Partner capital.

          The Partnership will be funded with contributions of not less
than $1 million (assuming full payment of the maximum additional Capital
Contribution that may be called by the Individual General Partners on the
Capital Call Date) and not more than $5 million (assuming full payment of the
maximum additional Capital Contribution that may be called by the Individual
General Partners on the Capital Call Date). The contributions would be less
if contributions are not made at the Capital Call Date. The Partnership's
potential profitability could be affected by the amount of funds at its
disposal.

          The Partnership will be a non-diversified company. Since the
Partnership intends to invest in a few companies, a loss or other problem
with a single investment would have a material adverse effect on the
Partnership.

          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 company investments typically take from
four to seven years, or longer, from the date of initial investment to reach
a state of maturity when disposition can be considered.

          Limited Partners may not be able to liquidate their investment in
the event of an emergency or for any other reason because there is no public
market for Units and it is not anticipated that one will develop.

SUBSEQUENT EVENTS

          The Partnership participated in a public offering of its limited
partnership interests ("Units") and held an initial closing on February 24,
1998. The Partnership sold 44,500 Units of limited partnership interest and
approximately 450 units of general partnership interest for an aggregate
price of $561,869. There are approximately 88 holders of limited partnership
Units. The Managing General Partner is the sole holder of general partnership
interests. The Partnership may request an additional capital contribution
from each partner, in an amount up to the initial capital contribution, which
could result in a two-fold increase in the offering proceeds. The $100
initial limited capital contribution was also returned to the related party.


                                    9
<PAGE> 10

ITEM 8.   INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY
          FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                          Page
                                                                          ----
<S>                                                                        <C>
            Report of Independent Accountants                              11

            Balance Sheet as of December 31, 1997                          12

            Notes to Financial Statements                                  13
</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.


                                    10
<PAGE> 11

                      REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying balance sheet presents fairly, in all
material respects, the financial position of Community Investment Partners
III L.P., LLLP (the "Partnership") at December 31, 1997 in conformity with
generally accepted accounting principles. This financial statement is the
responsibility of the Partnership's management; our responsibility is to
express an opinion on this financial statement based on our audit. We
conducted our audit of this financial statement in accordance with generally
accepted auditing standards which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statement is free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for the opinion expressed
above.


PRICE WATERHOUSE LLP

St. Louis, Missouri
March 9, 1998



                                    11
<PAGE> 12

                 COMMUNITY INVESTMENT PARTNERS III L.P., LLLP

<TABLE>
                                BALANCE SHEET
<CAPTION>
                                    ASSETS
                                    ------
                                                               December 31,1997
                                                               ----------------
<S>                                                                 <C>
Cash and Cash Equivalents                                           $1,100
Deferred Organizational Costs (Note 3)                               8,532
                                                                    ------
            TOTAL ASSETS                                            $9,632
                                                                    ======

<CAPTION>
                    LIABILITIES AND PARTNERSHIP CAPITAL
                    -----------------------------------
                                                               December 31,1997
                                                               ----------------
<S>                                                                 <C>
Liabilities:

Payable to Affiliates (Note 5)                                      $8,532
                                                                    ------
            TOTAL LIABILITIES                                        8,532
                                                                    ------
Partnership Capital:

Capital - Initial Limited Partner                                      100
Capital - General Partner                                            1,000
                                                                    ------

            TOTAL PARTNERSHIP CAPITAL                                1,100
                                                                    ------

TOTAL LIABILITIES AND
PARTNERSHIP CAPITAL                                                 $9,632
                                                                    ======

                    The accompanying notes are an integral
                     part of these financial statements.
</TABLE>


                                    12
<PAGE> 13

                 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.

         The Managing General Partner expects to invest the net proceeds of
         the Partnership's offering (including amounts held in reserve)
         within two years of the date of the commencement of the offering.

         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 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.


                                    13
<PAGE> 14

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 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, for more specific information.


                                    14
<PAGE> 15

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

         All portfolio investments will be carried at cost until
         significant developments affecting an investment provide a basis
         for revaluation. Thereafter, portfolio investments will be carried
         at 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. Due to the
         inherent uncertainty of valuation, those estimated values for
         portfolio investments carried at cost may differ significantly
         from the values that would have been used had a ready market for
         the investment existed, and the differences could be material to
         the financial statements. 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 will be recorded
         on a trade date basis. Income will be recorded on an accrual
         basis.

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

         The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to
         make estimates and assumptions that affect the 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.

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

         The Partnership will pay its organizational and offering expenses
         up to 6% of the maximum gross offering proceeds. For purposes of
         determining the amount of the offering and organizational expenses
         payable by the Partnership, gross offering proceeds shall be
         deemed to include the proceeds from an additional Capital
         Contribution of $12.50 per Unit, or a maximum aggregate of $5
         million of gross offering proceeds (a maximum reimbursement of
         $300,000). Any organizational and offering expenses incurred on
         behalf of the Partnership in connection with this offering which
         do not exceed 6% of such proceeds will be reimbursed to the
         Managing General Partner and its affiliates by the Partnership.

         Partners should refer to the information set forth under the
         caption "Use of Proceeds" 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.

         Organizational costs will be amortized over a sixty-month period,
         when the Partnership commences operations.

         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.


                                    15
<PAGE> 16

4.       PER UNIT INFORMATION

         There will be no market for the Limited Partnership interests.

         The Partnership offering is for 200,000 Units of Limited
         Partnership Interest. The offering price is $12.50 per Unit,
         provided that each Limited Partner may be required to contribute
         up to an additional $12.50 per Unit as an additional Capital
         Contribution. A minimum of 40,000 Units will be sold. The Managing
         General Partner or its affiliates intend to contribute
         approximately 1% of the total contributed capital, on the same
         terms as other investors. No Units were issued in 1997.

5.       RELATED PARTY TRANSACTIONS

         The Partnership is furnished with certain non-reimbursed
         management and accounting services by affiliates, whose value is
         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 will be paid an annual management fee of
         1.5% of total assets once the Partnership commences operations.
         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.

         Expenses for auditing and consulting services, filing fees to the
         Securities and Exchange Commission, and printing of letterhead and
         envelopes for the Partnership totaling $8,532 were paid by an
         affiliate. These expenses will be reimbursed when the Partnership
         begins operations in 1998 and amortized as deferred organizational
         costs over a 60 month period.

         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.


                                    16
<PAGE> 17

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

            None


                                    17
<PAGE> 18
                                   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, 53, is the 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.

          Ralph G. Kelly, 40, 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 and financial reporting and also assists with
the acquisition efforts of Charter Communication, Inc. 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. He has served on the Accounting Committee of the Board of
Directors for the National Cable Television Association. Mr. Kelly is a
Certified Public Accountant and was in the audit division of Arthur Andersen
& Co. from 1979 to 1984. Mr. Kelly has committed to purchase 100 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. 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.



                                    18
<PAGE> 19

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

          Daniel A. Burkhardt, 50, 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.P., LLP, the parent company of Edward D. Jones & Co.,
L.P., where he has specialized in investment banking and structuring
investments since 1980. He is also a director of Essex County Gas Company,
St. Joseph Light & Power Co., SEMCO Energy, Inc. and Mid-America Realty
Investment, Inc. Mr. Burkhardt also served as President and Chairman of the
Board of Lake Communications, Inc., from 1982 until all of the company's
properties were sold in 1985. He also served as a director and Chairman of
the Board and Treasurer of Community Service Radio, Inc., from its formation
in 1987 until its sale in 1993. Mr. Burkhardt has committed to purchase 2,000
Units.

          Ray A. Robbins, Jr., 53, Vice President and Director of CIP
Management, Inc. since October 1989. He is a general partner of The Jones
Financial Companies, L.P., LLP, 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. He was also a director of Community Service Radio, Inc. Mr.
Robbins has committed to purchase 1,000 Units.

          Marilyn A. Gaffney, 39, Secretary of CIP Management, Inc. since
October, 1989. She is a Limited Partner of The Jones Financial Companies,
L.P., LLP, 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 has committed to purchase 100 Units.

ITEM 11.  EXECUTIVE COMPENSATION

          Each Independent General Partner will receive an annual fee of
$6,000 from the Partnership once the Partnership commences business
operations, 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.

          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.


                                    19
<PAGE> 20

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 will own approximately 1% of total
contributed capital after the securities have been offered.

          As of March 15, 1998, the following parties are known by the
Partnership to be the beneficial owners of more than 5% of the Units.

<TABLE>
<CAPTION>
                                           Amount of
                                           Beneficial          % of Limited
Name                                   Ownership of Units   Partnership Capital
----                                   ------------------   -------------------
<S>                                          <C>                  <C>
Roger W. Bennet, trustee U/A
       Dated 12/31/96 for the
       Roger W. Bennet
       Revocable Trust                       3,000                6.74%
</TABLE>


          On March 31, 1998, the final closing of the Partnership's first
capital call will be held. As the Partnership will be receiving additional
funds, the current Unit holders percentage ownership of the Partnership will
change. At that time, the beneficial owners of more than 5% of the Units may
also change.

          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.


                                    20
<PAGE> 21

                                   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. <F**>

                      (4)   Form of Unit Certificate. <F*>

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

                      (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. <F**>

                      [FN]
                      <F*>  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.

                      <F**> 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, 1997

          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.


                                    21
<PAGE> 22

                                  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 27th day of March, 1998.


                        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


                        --------------------------------------
                        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.




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




-----------------------------     Vice President and Director of CIP
Ray L. Robbins                    Management, Inc.




-----------------------------     Individual General Partner,
Thomas A. Hughes                  Community Investment Partners III L.P., LLLP




-----------------------------     Individual General Partner,
Ralph G. Kelly                    Community Investment Partners III L.P., LLLP



                                    22
<PAGE> 23

<TABLE>
                           INDEX TO EXHIBITS
<CAPTION>
Exhibit
Number      Description of Exhibit                                     Page
-------     ----------------------                                     ----
<C>         <S>                                                        <C>
(3)         Amended and Restated Certificate and Agreement
            of Limited Liability Limited Partnership dated
            as of January 9, 1998                                      <F*>

(4)         Form of Unit Certificate                                   <F*>

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

(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                                                    <F*>
<FN>
--------------
<F*>Incorporated by reference
</TABLE>


                                    23
<PAGE> 24

                                  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 27th day of March, 1998.


                        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


                                    24