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 June 30, 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 ___

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                  SECURED INVESTMENT RESOURCES FUND, L.P. III

                                      Index


PART I.  FINANCIAL INFORMATION                                           Page

Item 1.   Financial Statements (Unaudited):

          Consolidated Balance Sheets -- June 30, 1999
           and December 31, 1998                                         3-4

          Consolidated Statements of Operations -- Three & Six
           Months Ended June 30, 1999 and 1998                             5

          Consolidated Statements of Partners' Deficit --
           Six Months Ended June 30, 1999 and
           the Years Ended December 31, 1998 and 1997                      6

          Consolidated Statements of Cash Flows -- Six
           Months Ended June 30, 1999 and 1998                             7

          Notes to Consolidated Financial Statements                    9-10

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                                           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

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PART I.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

                                                         June 30,   December 31,
                                                           1999        1998
(In thousands)
ASSETS

INVESTMENT PROPERTIES                                    $7,049         $7,221
                                                          -----          -----
RESTRICTED DEPOSITS                                         186            155
                                                          -----          -----
CASH                                                        255            130
                                                          -----          -----
OTHER ASSETS
  Rents and other receivables, less
   allowance of $26 in 1999                                   5              2
  Prepaid expenses, deposits and other                       16             20
  Debt issuance costs, net of
   accumulated amortization of
   $190 in 1999 and $158
   in 1998                                                  132            163
                                                          -----          -----
                                                            153            185
                                                          -----          -----

      TOTAL ASSETS                                      $ 7,643        $ 7,691
                                                        =======        =======

See notes to consolidated financial statements.

                                       3
<PAGE>


SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS--CONT'D.

                                                      June 30,      December 31,
                                                       1999             1998
(In thousands except unit information)              (Unaudited)
LIABILITIES AND PARTNERS' DEFICIT

  Mortgage debt                                          $ 7,929       $ 7,963
  Accounts payable and
   accrued expenses                                          134            48
  Accrued management fees - General Partners                   7            18
  Accrued interest                                            60            60
  Unearned revenue                                             8            26
  Tenant security deposits                                    78            71
                                                          ------        ------
      TOTAL LIABILITIES                                    8,216         8,186
                                                          ------        ------

PARTNERS' DEFICIT

  General Partners (4 units authorized
        and outstanding)
    Capital contributions                                      2             2
    Partners' deficit                                        (45)          (44)
                                                          ------        ------
                                                             (43)          (42)
                                                          ------        ------
  Limited Partners (60,000 units authorized;
        9,685 units outstanding)
    Capital contributions                                  3,915         3,915
    Partners' deficit                                     (4,445)       (4,368)
                                                          ------        ------
                                                            (530)         (453)
                                                          ------        ------
TOTAL PARTNERS' DEFICIT                                     (573)         (495)
                                                          ------        ------
TOTAL LIABILITIES & PARTNERS' DEFICIT                    $ 7,643       $ 7,691
                                                         =======       =======
See notes to consolidated financial statements.


                                       4
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SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)


                                         Six Months Ended    Three Months Ended
(In thousands except per unit              June 30,                June 30,
information)
REVENUES                                 1999         1998       1999     1998
--------                                 ----         ----       ----     ----
  Rents                                 $ 910        $ 975      $ 458    $ 493
  Other Income                             41           --         23       --
                                          ---          ---        ---      ---
                                          951          975        481      493

OPERATING AND
 ADMINISTRATIVE EXPENSES
  Property operating expenses             319          279        166      142
  General and administrative expenses      19           17          8       12
  Professional services                    55           67         26       33
  Management Fees                          58           47         28       24
  Depreciation and Amortization           225          212        113      106
                                          ---          ---        ---      ---
                                          676          622        341      317
                                          ---          ---        ---      ---
  NET OPERATING INCOME                    275          353        140      176

NON-OPERATING EXPENSES
  Interest Expense                       (357)        (376)      (179)    (189)
  Interest Income                           4           10          3        5
                                          ---          ---        ---      ---
                                         (353)        (367)      (176)    (184)
                                          ---          ---        ---      ---
PARTNERSHIP GAIN (LOSS)
BEFORE EXTRAORDINARY ITEM                 (78)          (13)      (36)      (8)

EXTRAORDINARY ITEM
 Debt Forgiveness                          --           779        --       --
                                          ---          ---        ---      ---

PARTNERSHIP GAIN (LOSS)                  $(78)        $ 766     $ (36)   $  (8)
                                         ====         =====     =====    =====

Allocation of gain (loss):
  General Partners                         (1)           8         (1)      (1)
  Limited Partners                        (77)         758        (35)      (7)
                                          ---          ---        ---      ---
                                        $ (78)       $ 766      $ (36)   $  (8)
                                         ====         =====     =====    =====

Partnership gain (loss) per
 limited partnership unit              $(7.95)       $78.27     $(3.61)  $(.72)
                                         =====        =====      =====   =====

See notes to consolidated financial statements.

                                       5
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SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF PARTNERSHIP DEFICIT

Six Months Ended June 30, 1999 (Unaudited)
and the Years Ended December 31, 1998 and 1997

                                       General        Limited
                                       Partners       Partners          Total
                                       --------       --------          -----
(In thousands)
Balances at January 1, 1997            (48)           (1,037)          (1,085)

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

Balances at December 31, 1997          (50)           (1,239)          (1,289)

Partnership gain (loss)                  8               786              794
                                      ----              ----             ----
Balances at December 31, 1998          (42)             (453)            (495)

Partnership gain (loss)                 (1)              (77)             (78)
                                      ----              ----             ----
Balances at June 30, 1999              (43)             (530)            (573)
                                      ====              ====             ====


See notes to consolidated financial statements.


                                       6
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                                        Six Months Ended
                                                             June 30,
  (In thousands)                                   1999                 1998
                                                   ----                 ----
OPERATING ACTIVITIES
  Partnership gain (loss)                         $ (78)               $ 766
  Adjustments to reconcile partnership gain
   (loss) to net cash provided by (used in)
   operating activities:
     Depreciation and amortization                  225                  212
     Extraordinary Item                              --                 (779)
     Provision for losses on rents
      and other receivables                          26                   (5)
  Changes in assets and liabilities:
    Rent and other receivables                      (29)                  (3)
    Prepaid expenses, deposits, and other             4                   14
    Accounts payable and
     accrued expenses                                75                    1
    Accrued interest                                 --                  (11)
    Unearned revenue                                (18)                  (3)
    Tenant security deposits                          7                   (6)
                                                    ---                  ---
NET CASH PROVIDED BY
 OPERATING ACTIVITIES                               212                  186
                                                    ---                  ---
INVESTING ACTIVITIES
  Purchase of and improvements to
   investment properties                            (22)                 (81)
  Restricted Reserve Funds                          (31)                 (31)
                                                    ---                  ---
NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                               (53)                (112)
                                                    ---                  ---
FINANCING ACTIVITIES
  Note Receivable from Related Party                 --                   (4)
  Principal payments on long-term debt              (34)                 (98)
                                                    ---                  ---
NET CASH (USED IN)
 FINANCING ACTIVITIES                               (34)                (102)
                                                    ---                  ---
INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                   125                  (28)

CASH AND CASH EQUIVALENTS BEGINNING
 OF PERIOD                                          130                  317

CASH AND CASH EQUIVALENTS END
 OF PERIOD                                        $ 255                $ 289
                                                  =====                =====
See notes to consolidated financial statements.

                                       7
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 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.
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  six  month  period  ended  June  30,  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--MORTGAGES PAYABLE

Non-Recourse mortgage debt consists of the following:

                                            June 30,             December 31,
                                             1999                   1998

Real Estate Mortgages:

Greenhills Bicycle Club Apartments         $7,929,000             $7,963,000


Interest  expense  totaled  $357,000 and $376,000 during the first six months of
1999 and 1998, respectively.


                                       8
<PAGE>

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

NOTE 1--MORTGAGES PAYABLE--CONT'D

   Mortgage  payable,  bank,  original balance of $8,100,000  payable in monthly
installments of $65,000 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.

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.  SPECS,  Inc. also  performed  various  professional  services for the
Partnership,  primarily tax  accounting,  audit  preparation,  SEC 10-Q and 10-K
preparation, and investor 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  similar to those
services  described above. Maxus will be entitled to receive a management fee of
5% of the monthly gross receipts.

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

                                                Six Months Ended
                                                    June 30,
                                               1999            1998
                                               ----            ----

   Property Management Fee                   $50,000         $47,000

   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  incurred  $7,000 of  expense
through  June  30,1999 for the  partnership  management  fees.  The  Partnership
incurred  partnership  management  fee  expense  of  $18,000  for the year ended
December  31, 1998.  There was no  partnership  management  fee due for the year
ended December 31, 1997.


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.


                                       9
<PAGE>
SECURED INVESTMENT RESOURCES FUND, L.P. III
NOTES TO FINANCIAL STATEMENTS (Unaudited)


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.


NOTE 5-- ADDITIONAL CASH FLOW INFORMATION

                                                                 June 30,
   (In thousands)                                          1999            1998
                                                           ----            ----
Noncash Investing and Financing Activities

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

Additional Cash Payment Information

     Interest Paid                                           358            376

                                       10
<PAGE>

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

Results of Operations

Total revenues for the first six months  decreased  $24,000 (2.6%) 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 the
charges for break lease fees and damage reimbursement.

Operating  expenses for the first six months of 1999 increased  $40,000  (14.3%)
compared to the same period in 1998. Of the total  increase,  $8,000  relates to
increased payroll expenses as the maintenance supervisor position filled in 1999
was not filled in 1998.  Utility  expenses  increased  $20,000 due to  increased
usage of utilities in vacant units,  as well as a rate increase.  $12,000 of the
increase is due to increased property taxes.

Professional service expense decreased $12,000 (17.9%) compared to the first six
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 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 forms 10-K for the Partnership.

Management  fee expense for the first six months  increased  by $11,000  (23.4%)
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.  $7,000 of the increase
is due to accrued partnership management fees due to the General Partners.

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

Liquidity and Capital Resources

During the first six months of 1999, $212,000 of working capital was provided by
operations,  $53,000 was used for investing  activities and $34,000 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 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>

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

Year 2000:

Management is in the process of evaluating 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  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,  and has 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

            None

Item 2.   CHANGES IN SECURITIES

            Inapplicable.

Item 3.   DEFAULTS UPON SENIOR SECURITIES

            None.

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

            Please refer to Item 6(b) hereof.

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 27, 1999 (SEC File no. 000-18475),
              reporting  the limited  partners'  approval of the  assignment  of
              James R.  Hoyt's and SIR  Partners  III,  L.P.'s  general  partner
              interests  to  Nichols  Resources,   Ltd.  ("Nichols"),   and  the
              appointment  of  Nichols  as  successor  Managing  Partner  or the
              Registrant, such Form 8-K incorporated herein by reference.

                                       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



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

Date: August 13, 1999



                                       14

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