FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                    For the quarter ended September 30, 1998

                                       OR

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

                          For the transition period to
                         Commission File Number 33-24235

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

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

                   1100 Main, Suite 2100 Kansas City, MO 64105
               (Address of principal executive offices) (Zip Code)

                  Registrant's telephone number, (816) 421-4670
                               including area code

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

                                      None

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

                     Limited Partnership Interests ("Units")

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


                                       1
<PAGE>


                   SECURED INVESTMENT RESOURCES FUND, L.P. III


                                      Index


PART I.  FINANCIAL INFORMATION                                             Page

Item 1.   Financial Statements (Unaudited):

          Consolidated Balance Sheets -- September 30, 1998
           and December 31, 1997                                            3-4

          Consolidated Statements of Operations -- Three
           and Nine Months Ended September  30, 1998 and 1997                 5

          Consolidated Statements of Partnership Deficit --
           Nine Months Ended September 30, 1998 and
           the Years Ended December 31, 1997 and 1996                         6

          Consolidated Statements of Cash Flows -- Nine
           Months Ended September 30, 1998 and 1997                           7

          Notes to Consolidated Financial Statements                       8-10

Item 2.   Management's Discussion and Analysis
           of Financial Condition and Results
           of Operations                                                     11

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                  12

Item 2.   Changes in Securities                                              13

Item 3.   Defaults Upon Senior Securities                                    13

Item 4.   Submission of Matters to a Vote of
           Security Holders                                                  13

Item 5.   Other Information                                                  13

Item 6.   Exhibits and Reports on Form 8-K                                   13

SIGNATURES                                                                   14


                                       2
<PAGE>


PART I.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED BALANCE SHEETS


                                             September  30,         December 31,
                                                 1998                  1997
                                              (Unaudited)
ASSETS

INVESTMENT PROPERTIES
  Land and buildings                         $ 10,008,907          $ 14,591,003
  Furniture, fixtures, and equipment            1,163,146             1,516,980
                                               ----------           -----------
                                               11,172,053            16,107,983

  Less accumulated depreciation                (3,881,628)           (5,273,994)
                                              -----------           -----------
                                               7,290,425             10,833,989

RESTRICTED DEPOSIT
   Restricted Reserve Fund                        139,214                93,553
                                                 --------              --------
                                                  139,214                93,553

OTHER ASSETS
  Cash                                            209,399               317,315
  Rents and other receivables, less
   allowance of $4,600 in 1998 and
   $16,200 in 1997                                 22,453                 7,347
  Prepaid expenses, deposits and other              7,174                30,695
  Due from related parties (Note C)
   Note Receivable                                   ----                85,694
   Syndication Costs                                 ----                21,751
  Debt issuance costs, net of
   accumulated amortization of
   $142,320  in 1998 and $94,880
   in 1997                                        179,219               226,659
                                                 --------            ----------
                                                  419,245               689,461
                                                 --------             ---------

      TOTAL ASSETS                            $ 7,847,884          $ 11,617,003
                                              ===========          ============

See notes to consolidated financial statements.

                                       3
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED BALANCE SHEETS--CONT'D.

                                            September 30,          December 31,
                                                1998                   1997
                                             (Unaudited)
LIABILITIES AND PARTNERSHIP DEFICIT

  Mortgage debt (Note B)                     $ 7,978,912           $ 12,344,460
  Accounts payable and
   accrued expenses                              102,953                300,653
  Accrued interest                                60,188                141,134
  Unearned revenue                                 9,356                 14,449
  Tenant security deposits                        74,810                105,913
                                                 -------               --------

      TOTAL LIABILITIES                        8,226,219             12,906,609
                                              ----------            -----------

PARTNERSHIP DEFICIT

  General Partners
    Capital contributions                          2,000                  2,000
    Partnership deficit                          (42,939)               (52,051)
                                                ---------               --------
                                                 (40,939)               (50,051)
                                                ---------               --------
  Limited Partners
    Capital contributions                      3,915,084              3,915,084
    Partnership deficit                       (4,252,480)            (5,154,638)
                                             ------------            -----------

                                                (337,396)            (1,239,554)
                                               ----------            -----------
      TOTAL PARTNERSHIP DEFICIT                 (378,335)            (1,289,606)
                                               ----------            -----------

                                             $ 7,847,884           $ 11,617,003
                                             ===========           ============

See notes to consolidated financial statements.


                                       4
<PAGE>
<TABLE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<CAPTION>
                                                        Nine Months Ended       Three Months Ended
                                                          September 30,            September 30,
                                                       1998         1997         1998        1997
<S>                                                   <C>          <C>          <C>         <C> 
REVENUES
  Rents                                            $ 1,483,924  $ 2,070,788    $ 508,693    $ 675,599
  Interest                                              11,696       60,398        2,634       21,047
                                                       -------     --------       ------      -------
                                                     1,495,620    2,131,186      511,327      696,646
                                                    ----------   ----------     --------     --------
OPERATING AND
 ADMINISTRATIVE EXPENSES
  Property operating
   expenses                                            457,415      847,451      178,200      302,760
  General and 
   administrative
   expenses                                             28,160       38,919       11,597       15,043
  Professional services                                124,622       58,368       57,504       14,498
  Management Fees                                       71,391      101,934       24,212       33,470
                                                       -------     --------      -------      -------
                                                       681,588    1,046,672      271,513      365,771
                                                      --------   ----------     --------     --------

  NET OPERATING INCOME BEFORE
   DEPRECIATION AND AMORTIZATION                       814,032    1,084,514      239,814      330,875
                                                      --------   ----------     --------     --------

 DEPRECIATION AND AMORTIZATION                         317,496      450,659      105,832      150,220
                                                      --------     --------     --------     --------

    NET OPERATING INCOME                               496,536      633,855      133,982      180,655
                                                      --------     --------     --------     --------

NON-OPERATING EXPENSES
  Interest                                             561,448      852,725      185,818      280,085
                                                      --------     --------     --------     --------

PARTNERSHIP GAIN (LOSS)
BEFORE EXTRAORDINARY ITEMS                            (64,912)     (218,870)     (51,836)    (99,430)
                                                     ---------   ----------    ---------    ---------

EXTRAORDINARY ITEMS
 Gain on forgiveness of debt                           779,020        ----          ----         ----
 Gain on early extinguishment of debt                  197,164        ----       197,164         ----
                                                     ---------    --------      --------     --------
                                                       976,184        ----       197,164         ----
                                                     ---------    --------      --------     --------

PARTNERSHIP GAIN (LOSS)                              $ 911,272  $ (218,870)    $ 145,328   $ (99,430)
                                                     =========  ===========    =========   ==========
Allocation of loss:
  General Partners                                     (9,113)      (2,189)       (1,453)      (994)
  Limited Partners                                   (902,159)    (216,681)     (143,875)   (98,436)
                                                    ----------   ----------   ----------   ---------
                                                   $ (911,272)  $ (218,870)  $ (145,328)  $ (99,430)
                                                   ===========  ===========  ===========  ==========
Partnership loss per
 limited partnership
  unit                                               $ (93.15)    $ (22.37)    $ (14.86)   $ (10.16)
                                                   ===========  ===========  ===========  ==========

See notes to consolidated financial statements.
</TABLE>

                                        5
<PAGE>

<TABLE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED STATEMENTS OF PARTNERSHIP DEFICIT

Nine Months Ended  September 30, 1998  (Unaudited)
  and the Years Ended December 31, 1997 and 1996
<CAPTION>
                                              General          Limited
                                             Partners         Partners         Total
<S>                                          <C>               <C>             <C>
Balances at January 1, 1996                  (44,229)          (663,193)       (707,422)

Partnership gain (loss)                       (3,780)          (374,227)       (378,007)
                                             --------         ----------      ----------
Balances at December 31, 1996                (48,009)        (1,037,420)     (1,085,429)

Partnership gain (loss)                       (2,042)          (202,134)       (204,176)
                                             --------         ----------      ----------
Balances at December 31, 1997                (50,051)        (1,239,554)     (1,289,605)

Partnership gain (loss)                         9,113            902,159        911,272
                                               ------           --------       --------
Balances at September 30, 1998             $ (40,938)        $ (337,395)     $ (378,333)
                                           ==========        ===========     ===========

See notes to consolidated financial statements.
</TABLE>

                                       6
<PAGE>

<TABLE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
                                                          Nine Months Ended
                                                            September 30,
                                                       1998             1997
<S>                                                  <C>                <C>
OPERATING ACTIVITIES
  Partnership gain (loss)                          $ 911,272         $ (218,870)
  Adjustments to reconcile partnership gain
  (loss) to net cash provided by
   operating activities:
     Depreciation and amortization                   317,497            434,159
     Provision for losses on rents
      and other receivables                            4,600             27,200
     Extraordinary items:
      Gain on forgiveness of debt                   (779,020)             ----
      Gain on early extinguishment of debt          (197,164)             ----
  Changes in assets and liabilities:
     Rent and other receivables                      (25,172)           (32,803)
     Prepaid expenses, deposits, and other            11,865            (13,649)
     Accounts payable and
      accrued expenses                                36,219             87,405
     Accrued interest                                (11,177)            95,062
     Unearned revenue                                 (3,028)            (9,369)
     Tenant security deposits                         (7,720)             5,340
                                                     --------            ------

NET CASH PROVIDED BY
OPERATING ACTIVITIES                                 258,172            374,475
                                                    --------           --------
INVESTING ACTIVITIES
  Improvements to investment properties             (114,505)           (48,948)
  Restricted Reserve deposits                        (45,661)           (43,991)
  Interest earned on certificate
   of accrual on Treasury Security                    ----              (52,886)
  Excess Syndication Costs                            21,751             ----
                                                     -------          ---------

NET CASH USED IN INVESTING ACTIVITIES               (138,415)          (145,825)
                                                  ----------          ---------

FINANCING ACTIVITIES
  Note Receivable from Related Party                  85,694             (5,450)
  Principal payments on long-term debt              (313,367)           (42,634)
                                                   ----------         ---------

NET CASH USED IN FINANCING ACTIVITIES               (227,673)           (48,084)
                                                  ----------          ---------

INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                   (107,916)           180,566

CASH AND CASH EQUIVALENTS BEGINNING
 OF PERIOD                                           317,315             82,985
                                                    --------            -------

CASH AND CASH EQUIVALENTS END
 OF PERIOD                                         $ 209,399          $ 263,551
                                                   =========          =========
See notes to consolidated financial statements.
</TABLE>
                                       7
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)

September 30, 1998

NOTE A--BASIS OF PRESENTATION

The  accompanying  unaudited   financial   statements   have   been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the instructions for Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating  results for the nine month period ended September 30, 1998
are not necessarily  indicative of the results that may be expected for the year
ended  December  31,  1998.  For  further  information,  refer to the  financial
statements and footnotes thereto included in the Partnership's  annual report on
Form 10-K for the year ended December 31, 1997.

NOTE B--MORTGAGE DEBT

Non-Recourse mortgage debt consists of the following:

                                                 September 30,      December 31,
                                                     1998               1997

Collateralized by Investment
  Property:
  First Mortgages:

    Greenhills Bicycle Club
      Apartments                                 $ 7,978,912         $8,025,084
    KC Club Apartments                              ----              3,922,211

  Second Mortgage:

    Greenhills Bicycle Club
      Apartments                                     ----               397,165
                                                 -----------           --------

                                                 $ 7,978,912        $12,344,460
                                                 ===========        ===========

Interest  expense totaled  $561,000 and $853,000 during the first nine months of
1998 and 1997, respectively.

KC Club Apartments

     The  cash  generated  from  operations  for  the  KC  Club  Apartments  was
insufficient to service the mortgage under the current payment requirements. The
Managing General Partner had ongoing  negotiations  with the lender concerning a
complete  restructure of the mortgage and related debt service. The negotiations
were  unsuccessful  and on January 7, 1998 the property was lost to  foreclosure
(described in note E).

                                       8

<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE B--MORTGAGE DEBT--CONT'D


Greenhills Bicycle Club Apartments

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

In  addition,  a  second  mortgage  note  was signed  by  the  Partnership.  The
terms of the note are $400,000 with interest paid monthly at the rate of 9% with
a maturity date of July 31, 2001 at which time the  principal  shall be due. The
past due real estate taxes on Greenhills  Bicycle Club  Apartments  were paid in
full from a portion  of the  proceeds  of this note.  The note had a  prepayment
discount option which could be exercised before July 31, 1998. The note was paid
in full on July 27, 1998 for $200,000 plus interest of $3,000 (described in note
E).


NOTE C--RELATED PARTY TRANSACTIONS

SPECS, Inc., a Kansas Corporation in which James R. Hoyt, a general partner is a
shareholder,  receives   property   management   fees  for  providing   property
management services. SPECS, Inc. also performs various professional services for
the Partnership,  primarily tax accounting, audit preparation, SEC 10-Q and 10-K
preparation,  and  investor  services.  Property  management  fees  paid  by the
Partnership to SPECS, Inc. are as follows:

                                                           September 30,
                                                       1998             1997

Property management fees                            $ 71,391         $ 101,934

Amounts due from related parties consist of the following:

                                                   September 30,    December 31,
                                                       1998             1997
General Partners -- Excess
 Syndication Costs                                  $    ----         $ 21,751
Secured Investment Resources
  Fund, L.P.                                             ----           85,694
                                                    ------------       -------
                                                     $   ----         $107,445
                                                     ===========      ========
(refer to Part II, item 1)

NOTE D--CASH DISTRIBUTIONS

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



                                       9
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)

NOTE E - EXTRAORDINARY ITEMS

Gain on forgiveness of debt:

A gain on  forgiveness of debt of $779,000 was included as an extraordinary item
in the January 1998 consolidated financial statements of  the  Partnership.  The
gain was due to  forgiveness  of debt related to the  foreclosure of the KC Club
Apartments  (described in note B). The assets and liabilities as of December 31,
1997 that were applicable to the foreclosed property approximated the following:

Investment properties, net of accumulated depreciation          $3,388,000
Other assets                                                        84,000
Mortgage payable, including accrued interest                    (3,992,000)
Other Liabilities                                                 (259,000)


Gain on early extinguishment of debt:

The second  mortgage on the Greenhills  Bicycle Club Apartments was paid in full
on July 27, 1998 at a discount  (described  in note B). The note balance on July
27, 1998 was $397,000. The note was paid in full for $203,000 of which  $200,000
was principal and $3,000 was interest.  The  resulting  $197,000  gain  on early
extinguishment of  debt was included as an extraordinary item in the August 1998
consolidated financial statements of the Partnership.


NOTE F - ADDITIONAL CASH FLOW INFORMATION

                                                              September 30,
                                                          1998            1997
                                                          ----            ----
Noncash Investing and Financing Activities
------------------------------------------

     Assets exchanged for the forgiveness of debt     $ 3,405,000           ---
     Debt forgiven in exchange for assets              (4,251,000)          ---

Additional Cash Payment Information
-----------------------------------

     Interest Paid                                        642,393       757,663



                                       10
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

     Results of Operations

Total  revenues  for the first  nine  months  decreased  $636,000  (29.8%)  when
compared to the same period in 1997. The majority of the decrease  ($640,000) is
due to the loss of  rental  revenue  caused  by the  foreclosure  of the KC Club
Apartments.  Rental revenue for the first nine months at the Greenhills  Bicycle
Club  Apartments  increased  $53,000  (3.5%) when compared to the same period in
1997.  This  increase  is due to a  strong  rental  market,  which  allowed  the
Partnership to increase  rental rates upon lease  renewals.  These higher market
rates are being achieved with fewer rent concessions. Interest revenue decreased
$49,000  (80.6%) from 1997.  The decrease in interest  revenue was caused by the
August 1997 sale of the Treasury  certificate of accrual held by the partnership
as collateral for the KC Club Apartments.

Operating  expenses for the first nine months of 1998 decreased $390,000 (46.0%)
compared to the same period in 1997. Of the total decrease,  $362,000 relates to
the foreclosure of the KC Club Apartments.  Operating expenses at the Greenhills
Bicycle Club decreased by $28,000.  The decrease is due primarily to a reduction
in payroll, utilities and insurance expenses.

Professional  service expense  increased  $66,000 (113,5%) compared to the first
nine  months of 1997.  The  majority  of the  increase  is due to legal  fees in
connection with the foreclosure of the KC Club Apartments, and other partnership
related matters.

Management  fee expense for the first nine months  decreased by $31,000  (30.0%)
compared to the same period in 1997.  The decrease is due to the  foreclosure of
the KC  Club  Apartments.  Management  fees  for  the  Greenhills  Bicycle  Club
Apartments increased slightly from 1997 due to the increase in rental revenue.

General and administrative property operating expenses decreased $11,000 (27.6%)
when compared to the first nine months of last year.  General and administrative
expenses for the first  nine  months  of  1998  decreased  $20,000  due  to  the
foreclosure of the KC  Club  Apartments.  General and administrative expenses at
the Greenhills Bicycle Club Apartments increased $9,000 for the same period.

Interest  expense  decreased  $291,000 (34.2%) and depreciation and amortization
expense  decreased  $133,000  (29.5%) when  compared to the first nine months of
last year. The decrease in interest  expense and  depreciation  and amortization
expense  due to the  foreclosure  of the KC  Club  Apartments  is  $278,000  and
$137,000 respectively.

The Partnership anticipates that the operating results for the first nine months
will be representative of the results for the remaining portion of the year.

Liquidity and Capital Resources

During the first nine months of 1998, $258,172 of working  capital  was provided
by operations,  $138,415 was  consumed  in investing activities and $227,673 was
used for financing activities.

Based upon the above, the General Partners feel that adequate working capital is
available  to maintain the  solvency of this  entity.  In addition,  the General
Partners also  anticipate  that 1998 cash flow from  operations will continue to
improve  because of strong  occupancy,  rental  rate  increases  and  stabilized
expenses.

The  General   Partners  have   determined  it  prudent  to   discontinue   cash
distributions  until  such  time  that  adequate  working  capital  and  capital
improvements reserves are in place.

                                       11
<PAGE>
PART II. OTHER INFORMATION

     Item 1. LEGAL PROCEEDINGS

a) Foreclosure:

As of December 31, 1997, the Partnership  was in negotiations  with the mortgage
holder  on KC Club  Apartments  concerning  a  restructure  of that  debt.  More
favorable   interest  rates  and  possible  principal  write  downs  were  under
consideration.  Due to the inability to restructure the debt, on January 7, 1998
the property was lost to foreclosure.

The assets and  liabilities as of December 31, 1997 that were  applicable to the
foreclosed property approximated the following:

Investment properties, net of accumulated depreciation               $3,388,000
Other assets                                                             84,000
Mortgage payable, including accrued interest                         (3,992,000)
Other liabilities                                                      (259,000)

Rental  revenue for the KC Club  Apartments for the year ended December 31, 1997
was $853,000 while operating expenses (including interest) were $1,160,000.

b) Change in control:

On July 21st, 1998, Nichols Resources Ltd., a general partner of the Partnership
("Nichols"),  Bond Purchase,  L.L.C.  ("Bond") and David L. Johnson ("Johnson ")
and other affiliates of Johnson,  along with the Partnership,  SIR Partners III,
L.P., General Partner of the Partnership ("SIR Partners III"),  SPECS, Inc., the
company  which  provides  the  Partnership   management  and  investor  services
("SPECS")  and  James R.  Hoyt,  Managing  General  Partner  of the  Partnership
("Hoyt"),  entered into a certain  Settlement  Agreement and Mutual Release (the
"Agreement").  The Agreement settled a dispute which had arisen between Nichols,
SIR Partners III and Hoyt,  general  partners of the Partnership over the proper
course of action to be taken for the  Partnership.  This dispute resulted in the
filing of a civil action in the Circuit Court of Jackson County, Missouri.

Pursuant to the Agreement, Nichols has agreed (i) to pay $100,000 in cash to SIR
Partners III and Hoyt,  $21,751 of which will be paid by Hoyt to the Partnership
to pay a receivable  owed by  affiliates  of the  Partnership  for unpaid excess
syndication costs and expenses  currently shown on the  Partnership's  financial
statements  and (ii) to dismiss the civil  actions  filed.  In exchange  for the
$100,000 in cash and the  dismissal of the civil  actions,  SIR Partners III and
Hoyt have agreed (i) to transfer their General Partnership  interests to Nichols
and (ii) to withdraw as Managing General Partner and general partners. Under the
Partnership's  Amended  and  Restated  Agreement  of Limited  Partnership  dated
December 6, 1988 (the "Partnership  Agreement@),  such transfers and withdrawals
are subject to the majority  vote of the  Partnership's  limited  partners  (the
"Limited Partners"). Hoyt and SIR Partners III have also agreed that Nichols, as
general  partner  of the  Partnership,  shall  have the right to  designate  the
management  company to manage the assets of the  Partnership  and to execute all
documents to effectuate the release of the current management contract.

Nichols,  as a general  partner of the  Partnership,  intends to call for a vote
without a meeting  of the  Limited  Partners,  file a proxy  statement  with the
Securities and Exchange Commission and solicit proxies from the Limited Partners
to seek  approval  from the  Limited  Partners  to the  transfer  of the general
partnership  interests,  the  withdrawal of Hoyt and SIR Partners III as general
partners of the  Partnership  and the  replacement  of Hoyt as Managing  General
Partner in favor of Nichols.  Hoyt and SIR Partners III have agreed to use their
best efforts to assist in obtaining  approval  from the limited  partners of the
withdrawal of Hoyt and SIR Partners III as General Partners of the  partnership.
In the event the  majority  approval is obtained,  Nichols  shall  be  the  sole
general partner of the Partnership.

                                       12
<PAGE>

Item 2. CHANGES IN SECURITIES

     Inapplicable.

Item 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     Inapplicable.

Item 5. OTHER INFORMATION

     Inapplicable.

Item 6. EXHIBIT AND REPORTS ON FORM 8-K

     (a) Exhibits

          Exhibit 27 Financial Data Schedule

     (b) Reports on Form 8-K

A Form 8-K was filed on July 31, 1998 reporting a settlement  agreement  between
the general partners of the Registrant.

A  Form  8-K  was filed on  November  13, 1998  reporting  the  dismissal of the
Registrant's  auditors,  BDO Seidman,  LLP, and the resulting selection of Baird
Kurtz & Dobson as auditors for the year ending December 31, 1998.

                                       13
<PAGE>



                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


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



                                      By: Nichols Resources, Ltd.
                                          as General Partner


                                      By: /s/ Christine A. Robinson
                                          Christine A. Robinson
                                          President (Principal Financial and
                                          Chief Accounting Officer)



                                      Date: November 13, 1998




















                                       14
<PAGE>