<PAGE>
<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, 1999   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, 2000, 48,440 units of limited partnership interest
(Units), representing net assets of $2,163,346 were held by non-
affiliates.  There is no established public market for such Units.

                                   1



<PAGE>
<PAGE>

                  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>
<PAGE>

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

                                  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                                          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                          26

PART III

      Item 10.    Directors and Executive Officers of the Registrant              27

      Item 11.    Executive Compensation                                          28

      Item 12.    Security Ownership of Certain Beneficial
                  Owners and Management                                           29

      Item 13     Certain Relationships and Related Transactions                  29

Part IV

      Item 14.    Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                             30

SIGNATURES                                                                        31

INDEX TO EXHIBITS                                                                 32
</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 $1,289,859 in proceeds available for
investment.

   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>
<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





<PAGE>
<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, 2000, 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, 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,
                                                                 ----------------------------
                                                                    1999              1998
                                                                 ----------        ----------
<S>                                                              <C>               <C>
Net Assets                                                       $2,451,360        $1,240,442

Portfolio Investments at Fair Value                               1,777,760           512,003


<CAPTION>
STATEMENTS OF INCOME:

                                                                         For the Years
                                                                       Ended December 31,
                                                                 ----------------------------
                                                                    1999              1998
                                                                 ----------         ---------
<S>                                                              <C>                <C>
Net Loss before Net Realized Gains
and Net Unrealized Gains                                         $  (35,232)        $(131,780)

Net Realized Gains                                                  156,832                 -

Net Unrealized Gains                                              1,089,318                 -

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

Per Unit of
Partnership Interest:

Net Asset Value                                                       44.66             22.60

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

Net Realized Gains                                                     2.86                 -

Net Unrealized Gains                                                  19.84                 -

Net Income (Loss)                                                     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 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 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.

                   (FISCAL YEAR 1998 VERSUS 1997)

     Net loss for the year ended December 31, 1998, was $131,780.
Operating activities did not commence until 1998; only initial
contributions of $1,100 were made to establish the Partnership in 1997.
The net loss is attributable to $29,060 in professional fees incurred by
the Partnership and $19,813 in director and management fees. In
addition, $82,363 for organization costs were expensed during 1998.

     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 $1,289,859 in proceeds available for
investment.

     The Partnership has made several initial investments totaling
$512,003 in its first year of operations (Note 6). The Partnership made
no distributions during 1998. The future income or loss of the
Partnership is contingent upon the performance of the portfolio
investments.

                                   9




<PAGE>
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

     Total capital for the Partnership as of December 31, 1999, was
$2,451,360. This consisted of $2,426,847 in Limited Partner capital and
$24,513 in General Partner capital.

     Net income of $1,210,918 for 1999 was allocated in the amount of
$1,198,809 to the Limited Partners and in the amount of $12,109 to the
General Partner.

     The Partnership is actively reviewing potential portfolio
investments. Until the Partnership finishes investing in portfolio
investments, it intends to invest its cash balances in a money market
account. Due to their short-term nature, such investments provide the
Partnership with the liquidity necessary for investments as
opportunities arise. At December 31, 1999, the Partnership had $692,986
in cash and cash equivalents.

SUBSEQUENT EVENTS

     None

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     As of December 31, 1999, the Partnership maintained a portion of
cash in financial instruments with original maturities less than three
months. The General Partner monitors the risk associated with financial
insturments. In their opinion, the risk associated with the
Partnership's financial instruments at December 31, 1999 will not have a
material adverse effect on the financial position or results of
operations of the Partnership.

                                   10




<PAGE>
<PAGE>

Item 8.   INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTARY
          FINANCIAL DATA

                                                                         Page
                                                                         ----

      Report of Independent Accountants                                   12

      Schedule of Portfolio Investments as of
      December 31, 1999 and 1998                                          13

      Statements of Financial Condition as of December 31, 1999 and 1998  16

      Statements of Income for the Years Ended
      December 31, 1999, 1998 and 1997.                                   18

      Statements of Cash Flows for the Years Ended
      December 31, 1999, 1998 and 1997.                                   19

      Statements of Changes in Partnership Capital for the
      Years Ended December 31, 1999, 1998 and 1997.                       20

      Notes to Financial Statements.                                      21


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 ACCOUNTANTS



                 REPORT OF INDEPENDENT ACCOUNTANTS



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

In our opinion, the accompanying Statements of Financial Condition,
including the Schedule of Portfolio Investments, and the related
Statements of Income, of Cash Flows and of Changes in Partnership
Capital present fairly, in all material respects, the financial position
of Community Investment Partners III, L.P. (the "Partnership") at
December 31, 1999 and 1998, and the results of its operations, its cash
flows and the changes in Partnership Capital for each of the periods
indicated, in conformity with accounting principles generally accepted
in the United States.  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 financial statements in accordance with auditing
standards generally accepted in the United States, which require that we
plan and perform the audits 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, which included confirmation of portfolio investments owned
at December 31, 1999, by correspondence with the custodian, provide a
reasonable basis for the opinion expressed above.


PricewaterhouseCoopers LLP

Kansas City, Missouri
March 3, 2000

                                   12




<PAGE>
<PAGE>

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

                              SCHEDULE OF PORTFOLIO INVESTMENTS
                                   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 Series C
                              Convertible Preferred 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

OPTIMARK TECHNOLOGIES, 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
</TABLE>

                                   13




<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>

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 these financial statements.
</TABLE>

                                   14

                                         
<PAGE>
<PAGE>

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

                        SCHEDULE OF PORTFOLIO INVESTMENTS
                             As of December 31, 1998
<CAPTION>
----------------------------------------------------------------------------------------------
Company                       Nature of Business                                    Fair Value
Investment Date               Investment                             Cost           (Note 3)
----------------------------------------------------------------------------------------------
<S>                           <C>                                    <C>             <C>
IMPLEMED, INC.                Develops polymers that are
                              used to coat medical and other
                              devices where infection is a
                              serious problem

   April 6, 1998              10,000 shares of Series D
                              Convertible Preferred 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

OPTIMARK TECHNOLOGIES, 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          10% Bridge Note, due 4/1/99
                              and a Warrant to purchase
                              shares of Common Stock,
                              expiring 12/31/04                        12,000          12,000

                           The accompanying notes are an integral
                             part of these financial statements.
</TABLE>
                                   15

<PAGE>
<PAGE>

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

                      SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D.)
                                As of December 31, 1998

<CAPTION>
----------------------------------------------------------------------------------------------
Company                       Nature of Business                                    Fair Value
Investment Date               Investment                           Cost             (Note 3)
----------------------------------------------------------------------------------------------

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

   March 31, 1998             100,000 shares of Common Stock        100,000          100,000
                                                                   --------         --------

                              TOTAL INVESTMENTS                    $512,003         $512,003
                                                                   ========         ========

                     The accompanying notes are an integral
                       part of these financial statements.
</TABLE>
                                   16



                                         
<PAGE>
<PAGE>

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

                           STATEMENTS OF FINANCIAL CONDITION

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

                                                                    1999              1998
                                                                 ----------        ----------
<S>                                                              <C>               <C>
Investments at Fair Value (Note 3)
   (cost $688,442 and $512,003 respectively)                     $1,777,760        $  512,003
Cash and Cash Equivalents                                           692,986           742,439
Accrued Interest Receivable                                           2,000                 -
                                                                 ----------        ----------

TOTAL ASSETS                                                     $2,472,746        $1,254,442
                                                                 ==========        ==========

<CAPTION>
                         LIABILITIES AND PARTNERSHIP CAPITAL
                         -----------------------------------
                                                                          December 31,
                                                                 ----------------------------

                                                                    1999              1998
                                                                 ----------        ----------
<S>                                                              <C>               <C>
Liabilities:

Accounts Payable and Accrued Expenses                            $   21,386        $   14,000
                                                                 ----------        ----------

   TOTAL LIABILITIES                                                 21,386            14,000
                                                                 ----------        ----------

Partnership Capital:

Capital - Limited Partners                                        2,426,847         1,228,038
Capital - General Partners                                           24,513            12,404
                                                                 ----------        ----------

   TOTAL PARTNERSHIP CAPITAL                                      2,451,360         1,240,442
                                                                 ----------        ----------

TOTAL LIABILITIES AND
   PARTNERSHIP CAPITAL                                           $2,472,746        $1,254,442
                                                                 ==========        ==========


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

                                   17



                                         
<PAGE>
<PAGE>

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

                                  STATEMENTS OF INCOME
<CAPTION>
                                                             For the Years Ended
                                                                 December 31,
                                               ----------------------------------------------

                                                  1999              1998                1997
                                               ----------         ---------            ------

                                         INCOME
                                         ------

<S>                                            <C>                 <C>                 <C>
Interest Income                                $   21,580          $    119            $    -
                                               ----------         ---------            ------


      TOTAL INCOME                                 21,580               119                 -
                                               ----------         ---------            ------

<CAPTION>
                                        EXPENSES
                                        --------
<S>                                            <C>                <C>                  <C>
Management Fees (Note 5)                           22,315             7,813                 -
Organization Costs (Note 3)                             -            82,363                 -
Professional Fees                                  20,027            29,060                 -
Independent General Partners' Fees                 12,000            12,000                 -
Other                                               2,470               663                 -
                                               ----------         ---------            ------

      TOTAL EXPENSES                               56,812           131,899                 -
                                               ----------         ---------            ------
Net Loss before Net Realized Gains
   and Unrealized Gains                           (35,232)         (131,780)                -

Net Realized Gains
   on Sales of Investments                        156,832                 -                 -

Unrealized Gains
   on Investments                               1,089,318                 -                 -
                                               ----------         ---------            ------

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


                         The accompanying notes are an integral
                           part of these financial statements.
</TABLE>
                                   18

<PAGE>
<PAGE>

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

                                  STATEMENTS OF CASH FLOWS

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

                                                          1999            1998          1997
                                                       -----------     ----------      -------
<S>                                                    <C>             <C>             <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:

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

      Net cash used for operating activities               (49,453)      (629,783)           -
                                                       -----------     ----------      -------

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

   Capital Contributions                                         -      1,371,122        1,100
                                                       -----------     ----------      -------


      Net cash provided by financing activities                  -      1,371,122        1,100
                                                       -----------     ----------      -------


      Net increase in cash and cash equivalents                  -        741,339        1,100

CASH AND CASH EQUIVALENTS:

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


   End of year                                         $   692,986     $  742,439      $ 1,100
                                                       ===========     ==========      =======

                     The accompanying notes are an integral
                       part of these financial statements.
</TABLE>
                                   19



                                         
<PAGE>
<PAGE>

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

                        STATEMENTS OF CHANGES IN PARTNERSHIP CAPITAL

                    For the Years Ended December 31, 1999, 1998 and 1997
<CAPTION>
                                               ----------------------------------------------
                                                 LIMITED           GENERAL
                                                PARTNERS          PARTNERS           TOTAL
                                               ----------        ----------        ----------
<S>                                            <C>               <C>               <C>
Balance, December 31, 1997                     $      100        $    1,000        $    1,100

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

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


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
                                               ==========        ==========        ==========

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

                                        20

<PAGE>
<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.

                                   21



<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 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.

                                   22




<PAGE>
<PAGE>

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 are 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 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
     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
     --------------------

          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. No
     distributions were made during 1998 and 1999.

                                   23


<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
                                               -------------------------------

                                                    1999             1998
                                                   ------           -------
<S>                                                <C>              <C>
      Number of unit holders                          111               111
                                                   ======           =======

      Limited partnership units                    54,340            54,340

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

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

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

      Net income (loss) per unit                    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 $22,315 and
     $7,813 for 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.

                                  24



<PAGE>
<PAGE>

6.   INVESTMENT TRANSACTIONS

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

<TABLE>

For the year ended December 31, 1999
------------------------------------

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

PURCHASES:
<S>                     <C>                                           <C>               <C>            <C>
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>
<CAPTION>
SALES:
<S>                     <C>                                           <C>               <C>             <C>
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
                                                                      ========          ========        =========
</TABLE>
                                   25




<PAGE>
<PAGE>

<TABLE>

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

<CAPTION>
                        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>


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

     None

                                  26



<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, 56, 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, 42, 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 owns 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.

                                  27



<PAGE>
<PAGE>

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

     Daniel A. Burkhardt, 52, 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 also a director of St. Joseph
Light & Power Co. and SEMCO Energy, Inc. Mr. Burkhardt currently owns
2,000 Units.

     Ray A. Robbins, Jr., 55, 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, 41, 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 1999 and 1998.

     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.

                                  28




<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, 2000, 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.

                                  29




<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.<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, 1999.

          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.

                                  30




<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
24th day of March, 2000.


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



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



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



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

                                  31




<PAGE>
<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                                  <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

                                   32