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 March 31, 1999

                                       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, Missouri 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 [X]  No [ ]

                                       
<PAGE>

                   SECURED INVESTMENT RESOURCES FUND, L.P. III


                                        Index


PART I.  FINANCIAL INFORMATION                                             Page

Item 1.  Financial Statements (Unaudited):        

          Consolidated Balance Sheets -- March 31, 1999
           and December 31, 1998                                            3-4

          Consolidated Statements of Operations -- Three
           Months Ended March 31, 1999 and 1998                               5

          Consolidated Statements of Partnership Deficit --  
           Three Months Ended March 31, 1999 and
           the Years Ended December 31, 1998 and 1997                         6

          Consolidated Statements of Cash Flows -- Three 
           Months Ended March 31, 1999 and 1998                               7

          Notes to Consolidated Financial Statements                       8-10

Item 2.  Management's Discussion and Analysis
          of Financial Condition and Results 
          of Operations                                                   11-12

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   13

Item 2.  Changes in Securities                                               14

Item 3.  Defaults Upon Senior Securities                                     14

Item 4.  Submission of Matters to a Vote of 
          Security Holders                                                   14

Item 5.  Other Information                                                   14

Item 6.  Exhibits and Reports on Form 8-K                                    14

SIGNATURES                                                                   15


<PAGE>




PART I.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS 

                                         March 31,     December 31,
                                           1999            1998
                                        (Unaudited)

ASSETS

INVESTMENT PROPERTIES                    $7,138,000   $7,220,000
                                         ----------   ----------

RESTRICTED DEPOSITS                         170,000      155,000
                                         ----------   ----------
CASH                                        212,000      130,000
                                         ----------   ----------
OTHER ASSETS
  Rents and other receivables, less
   allowance of $13,000 in 1999                   0        2,000
  Prepaid expenses, deposits and other        5,000       20,000
  Debt issuance costs, net of
   accumulated amortization of
   $174,000 in 1999 and $159,000
   in 1998                                  148,000      163,000
                                         ----------   ----------
                                            153,000      185,000
                                         ----------   ----------

      TOTAL ASSETS                       $7,673,000   $7,690,000
                                         ==========   ==========

See notes to consolidated financial statements.

                                       3
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS--CONT'D.

                                                  March 31,    December 31,
                                                    1999          1998       
                                                (Unaudited)  
LIABILITIES AND PARTNERSHIP DEFICIT

  Mortgage payable                              $ 7,946,000    $ 7,963,000
  Accounts payable and
   accrued expenses                                 110,000         48,000
  Accrued management fees - General Partners         22,000         18,000
  Accrued interest                                   60,000         60,000
  Unearned revenue                                    4,000         26,000
  Tenant security deposits                           69,000         71,000
                                                  ---------      ---------

      TOTAL LIABILITIES                           8,211,000      8,186,000
                                                  ---------      ---------

PARTNERS' DEFICIT

  General Partners (4 units authorized
        and outstanding)
    Capital contributions                             2,000          2,000
    Partnership deficit                             (44,000)       (44,000)
                                                  ---------      ---------
                                                    (42,000)       (42,000)
                                                  ---------      ---------
  Limited Partners (60,000 units authorized;
        9685 units outstanding)
    Capital contributions                         3,915,000      3,915,000
    Partnership deficit                          (4,411,000)    (4,369,000)
                                                  ---------      ---------
                                                   (496,000)      (454,000)
                                                  ---------      ---------
 TOTAL PARTNERSHIP DEFICIT                         (538,000)      (496,000)
                                                  ---------      ---------

 TOTAL LIABILITIES & PARTNERS' DEFICIT          $ 7,673,000    $ 7,690,000
                                                ===========    ===========

See notes to consolidated financial statements.


                                       4
<PAGE>


SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                         Three Months Ended           
                                               March 31,                   
                                           1999         1998   
REVENUES
  Rents                                 $ 452,000    $ 483,000
  Other income                             18,000         --   
                                          -------      -------
                                          470,000      483,000
                                          -------      -------
OPERATING AND
 ADMINISTRATIVE EXPENSES
  Property operating expenses             153,000      137,000
  General and administrative expenses      11,000        5,000
  Professional services                    29,000       34,000
  Management fees                          30,000       24,000
  Depreciation and amortization           112,000      106,000
                                          -------      -------
                                          335,000      306,000
                                          -------      -------

  NET OPERATING INCOME                    135,000      177,000
                                          -------      -------

NON-OPERATING INCOME (EXPENSE)
  Interest expense                       (178,000)    (186,000)
  Interest income                           1,000        4,000
                                          -------      -------
                                         (177,000)    (182,000)
                                          -------      -------

PARTNERSHIP GAIN (LOSS)
BEFORE EXTRAORDINARY ITEM                 (42,000)      (5,000)
                                          -------      -------

EXTRAORDINARY ITEM
 Debt forgiveness                            --        779,000
                                          -------      -------

PARTNERSHIP GAIN (LOSS)                 $ (42,000)   $ 774,000
                                        =========    =========

Allocation of gain (loss):
  General partners                             (0)       8,000
  Limited partners                        (42,000)     766,000
                                          -------      -------
                                        $ (42,000)   $ 774,000
                                        =========    =========

Partnership gain (loss) per
 limited partnership unit               $   (4.34)   $   79.10
                                        =========    =========

See notes to consolidated financial statements.

                                       5
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF PARTNERSHIP DEFICIT 

Three Months Ended March 31, 1999  (Unaudited)
and the Years Ended December 31, 1998 and 1997

                                     General     Limited
                                    Partners     Partners          Total


Balances at January 1, 1997         (48,000)    (1,038,000)    (1,086,000)

Partnership gain (loss)              (2,000)      (202,000)      (204,000)
                                     ------       --------       -------- 

Balances at December 31, 1997       (50,000)    (1,240,000)    (1,290,000)

Partnership gain (loss)               8,000        786,000        794,000
                                     ------       --------       -------- 

Balances at December 31, 1998       (42,000)      (454,000)      (496,000)

Partnership gain (loss)               (--)         (42,000)       (42,000)
                                     ------       --------       -------- 

Balances at March 31, 1999      $   (42,000)   $  (496,000)   $  (538,000)
                                ===========    ===========    =========== 


See notes to consolidated financial statements.


                                       6
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                                   Three Months Ended 
                                                        March 31,     
                                                     1999         1998   
OPERATING ACTIVITIES
  Partnership gain (loss)                         $ (42,000)   $ 774,000
  Adjustments to reconcile partnership gain
   (loss) to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                  112,000      106,000
     Extraordinary item                                --       (779,000)
  Changes in assets and liabilities:
    Rent and other receivables                        2,000        1,000
    Prepaid expenses, deposits, and other            15,000        6,000
    Accounts payable and
     accrued expenses                                66,000       24,000
    Accrued interest                                   --         (3,000)
    Unearned revenue                                (22,000)      (1,000)
    Tenant security deposits                         (2,000)      (3,000)
                                                     ------       ------ 

NET CASH PROVIDED BY
 OPERATING ACTIVITIES                               129,000      125,000
                                                     ------       ------ 

INVESTING ACTIVITIES
  Purchase of and improvements to
   investment properties                            (15,000)     (11,000)
  Net change in restricted deposits                 (15,000)     (15,000)
                                                     ------       ------ 


NET CASH USED IN
 INVESTING ACTIVITIES                               (30,000)     (26,000)
                                                     ------       ------ 

FINANCING ACTIVITIES
  Note Receivable from related party                      0       (2,000)
  Principal payments on long-term debt              (17,000)     (82,000)
                                                     ------       ------ 

NET CASH USED IN
 FINANCING ACTIVITIES                               (17,000)     (84,000)
                                                     ------       ------ 

INCREASE IN CASH AND
 CASH EQUIVALENTS                                    82,000       15,000

CASH AND CASH EQUIVALENTS BEGINNING
 OF PERIOD                                          130,000      318,000
                                                     ------       ------ 

CASH AND CASH EQUIVALENTS END
 OF PERIOD                                        $ 212,000    $ 333,000
                                                  =========    =========


See notes to consolidated financial statements 


                                       7
<PAGE>


SECURED INVESTMENT RESOURCES FUND, L.P. III

NOTES TO FINANCIAL STATEMENTS (Unaudited)

March 31, 1999

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.
All dollar amounts have been rounded to the nearest thousand.  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
three month period ended March 31, 1999 are not  necessarily  indicative  of the
results that may be expected for the year ended  December 31, 1999.  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,
1998.

NOTE 1--MORTGAGE PAYABLE

Non-Recourse mortgage debt consists of the following:

                                           March 31,             December 31,
                                            1999                    1998      

Real Estate Mortgage:

Greenhills Bicycle Club Apartments (A)    $7,946,000              $7,963,000 



Interest  expense totaled $178,000 and $186,000 during the first three months of
1999 and 1998, respectively.

(A) Mortgage payable,  bank, original balance of $8,100,000,  payable in monthly
installments of $65,174 including  principal and interest.  Due August 2001 with
interest at 9%; collateralized by investment property.

The carrying value for the above mortgage payable approximates fair value.


                                       8
<PAGE>

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

NOTE 2--RELATED PARTY TRANSACTIONS

Through  December  31, 1998,  SPECS,  Inc.,  a Kansas  corporation  in which the
individual General Partner has a majority interest, received property management
fees of 5% of the monthly  gross  receipts  for  providing  property  management
services.

On January 1, 1999,  the  Partnership  entered  into a new  property  management
agreement with Maxus Properties,  Inc. (Maxus). Under this agreement, Maxus will
provide  management  and  other  services  for the  Partnership.  Maxus  will be
entitled to receive a management fee of 5% of the monthly gross receipts.

Amounts paid by the Partnership to SPECS, Inc. and Maxus Properties, Inc. are as
follows:

                                             Three Months Ended            
                                                 March 31,                    
                                            1999            1998
                                            ----            ----

        Property Management Fee            30,000      $   24,000      

The General Partners are entitled to receive a Partnership  management fee equal
to 5% of total  operating  cash  flows (as  defined)  for  managing  the  normal
operations of the Partnership.  The Partnership has accrued $5,000 through March
31,1999 for Partnership  management fees. The Partnership accrued no expense for
Partnership management fees for the quarter ended March 31, 1998.



NOTE 3--CASH DISTRIBUTIONS

No distributions have been made since July, 1990. Future distributions,  if any,
will be made from excess cash flow not needed for working capital purposes.


NOTE 4 - EXTRAORDINARY ITEM

During the three months ended March 31, 1998, the Partnership realized a gain of
$779,000 as the result of the  foreclosure by the mortgage holder on the KC Club
Apartments in satisfaction of the related debt.

Under  the  terms  of the  foreclosure,  net  assets  with a net  book  value of
$3,143,000 were  surrendered to the KC Club  Apartments  mortgage holder and the
Partnership was relieved of the mortgage obligation amounting to $3,922,000. The
resulting gain amounted to $779,000.


                                       9
<PAGE>

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

NOTE 5-- ADDITIONAL CASH FLOW INFORMATION


                                                                 March 31, 
                                                           1999          1998
                                                           ----          ----

Noncash Investing and Financing Activities
------------------------------------------

  Net assets surrendered in exchange for debt
   forgiveness in foreclosure transaction                              3,143,000

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

   Interest Paid                                         179,000         259,000


(Remainder of this page left blank intentionally)

                                       10
<PAGE>

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

Results of Operations

Total revenues for the first three months decreased $13,000 (2.7%) when compared
to the same  period  in  1998.  The  majority  of the  decrease  is due to lower
occupancy caused in part by increased  competition from a newly  constructed 624
unit  apartment  complex  located three miles from the  Greenhills  Bicycle Club
Apartments. An increase in bad debt expense was offset by an increase in charges
for break lease fees and damage reimbursement.

Property operating expenses for the first three months of 1999 increased $16,000
(11.7%)  compared  to the same  period in 1998.  Of the total  increase,  $5,000
relates to expenditures for landscaping,  repair and replacement of items needed
to make vacant units ready for  occupancy.  Utility  expenses  increased  $8,000
primarily due to increased usage of utilities in vacant units.

General and  administrative  expenses increased $6,000 (120.0%) when compared to
the first three months of last year.  The increase was due primarily to a change
in the  classification  of expenses  between  the  general  and  administrative,
professional service and property operating expense categories.

Professional  service  expense  decreased  $5,000 (14.7%)  compared to the first
three months of 1998. The majority of the decrease is due to a decrease in legal
fees related to the foreclosure of the KC Club Apartments and other  Partnership
related matters from 1998. The decrease in legal fees related to the foreclosure
of the KC Club  Apartments and other  Partnership  related matters was partially
offset by an increase in accounting  and legal fees related to the filing of the
1996 and 1997 SEC Form 10-K for the Partnership.

Management  fee expense for the first three months  increased by $6,000  (25.0%)
compared to the same period in 1998. The increase is partially due to management
fees for the Greenhills Bicycle Club Apartments taken by SPECS, Inc. in January,
1999  relating to the period  ending  December  31, 1998.  In addition,  General
Partners are  entitled to receive a  Partnership  management  fee equal to 5% of
total  operating  cash flows (as defined) for managing the normal  operations of
the  Partnership.  The  Partnership has accrued $5,000 through March 31,1999 for
the partnership  management fees. The Partnership  paid  partnership  management
fees of $18,000 for the year ended  December 31, 1998.  There was no partnership
management fee due for the year ended December 31, 1997.

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

Liquidity and Capital Resources

During the first three months of 1999,  $129,000 of working capital was provided
by operations, $30,000 was used by investing activities and $17,000 was used for
financing activities.

During  the  first  three  months  of 1998,  $125,000  of cash was  provided  by
operations,  $26,000 was used in investing  activities  and $84,000 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 1999 cash flow from  operations will continue to
improve because of stable occupancy 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>

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

Year 2000:

Management has evaluated the risks  associated with potential Year 2000 computer
problems. It is our opinion that the potential on-site Year 2000 problems at the
Greenhills  Bicycle Club  apartments will not have a material impact on property
operations.  The  computer  and  on-site  software  utilized  in the  day to day
operations  of the property  have been upgraded as of January 12, 1999 at a cost
of  approximately  $4,000 with a Year 2000  compliant  software.  No  additional
material  expenditures are planned at this time for Year 2000 compliance.  There
are  no  known  non-information  technology  systems  (elevators,  fire  alarms,
security  systems  etc.)  on-site that would be impacted by a Year 2000 problem.
There are no elevators,  central fire alarm systems or central  security systems
on the  property.  Management  believes  that the mission  critical  systems are
prepared for the Year 2000, and non-critical systems are being evaluated.

Management   believes  the  worst  case  scenario  that  could  impact  property
operations  would be if third-party  utility  providers  (electricity and water)
failed to provide  services to the  property due to a Year 2000 problem in their
systems.  Management has contacted the utility providers,  received and reviewed
their plans to address  potential  Year 2000  issues.  Management  believes  the
likelihood of the utility companies  failure to provide services is remote,  and
as such,  management  has not  developed  contingency  plans to deal  with  this
possibility.  Management  believes that if the utility companies fail to provide
services, the failure will by system-wide,  and not confined to the property and
therefore the investment value of the property will not be impacted.


(Remainder of this page left blank intentionally)


                                       12
<PAGE>

PART II. OTHER INFORMATION

          Item 1.   LEGAL PROCEEDINGS

As reported in the  Partnership's  quarterly report on Form 10-Q for the quarter
ended  September 30, 1998, on July 21, 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  previously  provided  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 (i) paid $100,000 in cash to SIR Partners
III and  Hoyt,  $21,751  of which was paid by Hoyt to the  Partnership  to pay a
receivable owed by affiliates of the  Partnership for unpaid excess  syndication
costs and expenses and (ii) dismissed 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.  As  indicated  above,  Maxus  Properties,  Inc. has been hired as the
Partnership's new management company.

Nichols, as a general partner of the Partnership,  has called for a vote without
a meeting of the limited partners, filed a consent statement with the Securities
and Exchange  Commission and is soliciting  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 will be the sole general
partner of the Partnership.



(Remainder of this page left blank intentionally)

                                       13

<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

                         None

                                       14
<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                         

                /s/ Christine A. Robinson

                    Christine A. Robinson
                    President (Principal Financial and Chief Accounting Officer)

               Date: May 14, 1999

                                       15
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