FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                        Quarterly or Transitional Report



                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

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

                    For the quarterly period ended June 30, 2001


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


                For the transition period from _________to _________

                         Commission file number 0-10273


                        CONSOLIDATED CAPITAL PROPERTIES III
         (Exact name of small business issuer as specified in its charter)



         California                                             94-2653686
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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___

                         PART I - FINANCIAL INFORMATION


ITEM 1.     FINANCIAL STATEMENTS

a)

                       CONSOLIDATED CAPITAL PROPERTIES III

                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                          (in thousands, except unit data)

                                  June 30, 2001


<TABLE>
<CAPTION>

Assets
<S>                                                          <C>            <C>
   Cash and cash equivalents                                                $ 1,957
   Receivables and deposits                                                     366
   Restricted escrows                                                            88
   Other assets                                                                 326
   Investment properties:
      Land                                                   $   507
      Buildings and related personal property                 11,313
                                                              11,820
      Less accumulated depreciation                           (8,252)         3,568
                                                                            $ 6,305
Liabilities and Partners' (Deficit) Capital
Liabilities
   Accounts payable                                                         $    62
   Tenant security deposit liabilities                                           97
   Accrued property taxes                                                        89
   Other liabilities                                                            241
   Due to affiliates                                                            150
   Mortgage notes payable                                                     7,337

Partners' (Deficit) Capital
   General partners                                           $(1,857)
   Limited partners (158,582 units issued and
      outstanding)                                                186        (1,671)
                                                                            $ 6,305

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>




b)

                       CONSOLIDATED CAPITAL PROPERTIES III

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                               Three Months              Six Months
                                              Ended June 30,           Ended June 30,
                                            2001         2000         2001        2000
Revenues:
<S>                                        <C>           <C>        <C>          <C>
  Rental income                            $  761        $ 729      $ 1,500      $ 1,462
  Other income                                 49           65          102          115
      Total revenues                          810          794        1,602        1,577

Expenses:
  Operating                                   382          343          740          713
  General and administrative                   90          108          203          173
  Depreciation                                150          140          295          277
  Interest                                    110          107          217          222
  Property taxes                               51           43           99           94
      Total expenses                          783          741        1,554        1,479

Income before extraordinary item               27           53           48           98

Extraordinary loss on early
  extinguishment of debt (Note E)             (36)          --          (36)          --

Net (loss) income                           $  (9)       $  53       $   12       $   98

Net (loss) income allocated to
  general partners (4%)                     $  --        $   2       $    1       $    4
Net (loss) income allocated to
  limited partners (96%)                       (9)          51           11           94

                                            $  (9)       $  53       $   12       $   98
Net (loss) income per limited partnership
 unit:
  Income before extraordinary item         $ 0.16       $ 0.32       $ 0.29       $ 0.59
  Extraordinary loss                        (0.22)          --        (0.22)          --
                                          $ (0.06)      $ 0.32       $ 0.07       $ 0.59
Distributions per limited
  partnership unit                        $  0.92       $ 2.64       $ 2.93       $ 6.74


            See Accompanying Notes to Consolidated Financial Statements

</TABLE>

<PAGE>


c)

                       CONSOLIDATED CAPITAL PROPERTIES III

          CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                                   (Unaudited)
                          (in thousands, except unit data)

<TABLE>
<CAPTION>


                                      Limited
                                     Partnership     General      Limited
                                        Units        Partners    Partners      Total


<S>                                    <C>             <C>       <C>          <C>
Original capital contributions         158,945       $     1     $ 79,473     $ 79,474

Partners' (deficit) capital
   at December 31, 2000                158,582       $(1,838)    $    639     $ (1,199)

Distributions to partners                  --            (20)        (464)        (484)

Net income for the six months
   ended June 30, 2001                     --              1           11           12

Partners' (deficit) capital
   at June 30, 2001                    158,582       $(1,857)      $ 186      $ (1,671)


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


d)
                       CONSOLIDATED CAPITAL PROPERTIES III

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                   (in thousands)
<TABLE>
<CAPTION>


                                                                  Six Months Ended
                                                                        June 30,
                                                                  2001         2000
Cash flows from operating activities:
<S>                                                               <C>          <C>
  Net income                                                      $   12       $   98
  Adjustments to reconcile net income to net cash
   provided by operating activities:
   Depreciation                                                      295          277
   Extraordinary loss on early extinguishment of debt                 36           --
   Amortization of loan costs                                         16           16
   Change in accounts:
      Receivables and deposits                                      (267)        (138)
      Other assets                                                    (6)           6
      Accounts payable                                               (21)         (74)
      Tenant security deposit liabilities                             (2)           2
      Accrued property taxes                                          89           84
      Other liabilities                                               69          (70)

       Net cash provided by operating activities                     221          201

Cash flows from investing activities:
  Property improvements and replacements                            (345)        (349)
  Net withdrawals from (deposits to) restricted escrows               30          (39)
       Net cash used in investing activities                        (315)        (388)

Cash flows from financing activities:
  Loan costs paid                                                   (172)         (10)
  Proceeds from refinancing                                        4,225           --
  Repayment of mortgage note payable                              (2,200)          --
  Payments on mortgage note payable                                  (13)         (12)
  Distributions to partners                                         (484)      (1,086)
  Advance from affiliate                                             150           --

       Net cash provided by (used in) financing activities         1,506       (1,108)

Net increase (decrease) in cash and cash equivalents               1,412       (1,295)

Cash and cash equivalents at beginning of period                     545        1,460
Cash and cash equivalents at end of period                       $ 1,957       $ 165
Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $ 214        $ 199

At December  31,  1999,  property  improvements  and  replacements  and accounts
payable were adjusted by approximately $167,000 for non-cash activity.


            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>



e)

                       CONSOLIDATED CAPITAL PROPERTIES III

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


Note A - Basis of Presentation

The accompanying  unaudited  consolidated  financial  statements of Consolidated
Capital Properties III (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  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 ConCap  Equities,  Inc.  (the "General
Partner") all adjustments  (consisting of normal recurring accruals)  considered
necessary for a fair presentation have been included.  Operating results for the
three and six month periods ended June 30, 2001, are not necessarily  indicative
of the results  that may be expected  for the fiscal  year ending  December  31,
2001. For further  information,  refer to the consolidated  financial statements
and footnotes thereto included in the Partnership's Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2000. The General Partner is an affiliate
of Apartment Investment and Management Company ("AIMCO"), a publicly traded real
estate investment trust.

Consolidation

The Partnership's  financial  statements  include the accounts of ConCap Village
Green Associates,  Ltd. The Partnership owns a 99% interest in this partnership,
and it has the ability to control the major operating and financial  policies of
this partnership. All inter-partnership transactions have been eliminated.

Segment Reporting: Statement of Financial Accounting Standards ("SFAS") No. 131,
"Disclosure about Segments of an Enterprise and Related Information" established
standards for the way that public business  enterprises report information about
operating  segments  in annual  financial  statements  and  requires  that those
enterprises  report selected  information  about  operating  segments in interim
financial reports.  It also established  standards for related disclosures about
products and services, geographic areas, and major customers. As defined in SFAS
No. 131, the Partnership has only one reportable  segment.  The Managing General
Partner  believes  that  segment-based  disclosures  will not  result  in a more
meaningful presentation than the financial statements as currently presented.

Note B - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Limited  Partnership  Agreement  ("Partnership   Agreement")  provides  for
payments to affiliates of the General Partner for property  management  services
based on a percentage of revenue;  for a partnership  management fee equal to 9%
of the  total  distributions  made to  limited  partners  from  cash  flow  from
operations; and for reimbursements of certain expenses incurred by affiliates of
the General Partner on behalf of the Partnership.

The following  amounts were paid or accrued to the General Partner or affiliates
during the six month periods ended June 30, 2001 and 2000, respectively:

                                                                2001      2000
                                                                (in thousands)

 Property management fees (included in operating expenses)      $ 81      $ 78
 Reimbursement for services of affiliates (included in
  investment properties and general and
  administrative expenses)                                       149        60
 Partnership management fees (included in general and
   administrative expenses)                                       46        41

Affiliates of the General  Partner are entitled to receive 5% of gross  receipts
from all of the Registrant's  properties as compensation for providing  property
management  services.  The  Registrant  paid  to such  affiliates  approximately
$81,000  and  $78,000  for  the  six  months  ended  June  30,  2001  and  2000,
respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately $149,000 and $60,000 for the
six months ended June 30, 2001 and 2000, respectively. Included in these amounts
are  approximately  $51,000 and $1,000 of construction  oversight charges during
the six months ended June 30, 2001 and 2000, respectively.

The Partnership  Agreement  provides for a special management fee equal to 9% of
the  total  distributions  made to the  limited  partners  from  cash  flow from
operations to be paid to the General  Partner for  executive and  administrative
management services. During the six months ended June 30, 2001 and 2000, fees of
approximately  $46,000  and  $41,000,  respectively,  were  paid to the  General
Partner.

During the six months ended June 30, 2001,  an affiliate of the General  Partner
advanced the Registrant $150,000 to pay for repairs related to a fire in January
2001 (see Note D).  This  advance  bears  interest at the prime rate plus 2%. At
June 30,  2001,  the  Partnership  owed such  affiliate  approximately  $150,000
including accrued interest.  Subsequent to June 30, 2001, the Partnership repaid
this advance with the refinancing proceeds from Ventura Landing Apartments.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 78,532 limited  partnership  units
("Units") in the Partnership  representing  49.52% of the  outstanding  Units at
June 30, 2001. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will  make  one  or  more  additional  offers  to  acquire   additional  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  As a result of its ownership of 49.52% of the outstanding Units, AIMCO
is in a position to significantly influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the General  Partner
because of its affiliation with the General Partner.


<PAGE>


Note C - Distributions

During  the six months  ended  June 30,  2001,  distributions  of  approximately
$484,000  (approximately  $464,000 to the limited  partners or $2.93 per limited
partnership unit) were declared and paid from operations.  During the six months
ended  June 30,  2000,  the  Partnership  distributed  approximately  $1,086,000
(approximately   $1,069,000  to  the  limited  partners  or  $6.74  per  limited
partnership unit), of which approximately  $436,000  (approximately  $419,000 to
the limited partners or $2.64 per limited  partnership unit) was attributable to
cash flow from operations. Approximately $650,000 ($4.10 per limited partnership
unit)  represented  1999 financing  proceeds on West Chase  Apartments which was
distributed  entirely to the  Limited  Partners.  Subsequent  to June 30, 2001 a
distribution of approximately  $1,590,000 ($10.03 per limited  partnership unit)
was paid to the limited partners from refinancing  proceeds from Ventura Landing
Apartments.

Note D - Casualty

On January 31,  2001,  a fire  occurred at West Chase  Apartments.  Negotiations
concerning  this casualty are ongoing with the insurance  carrier.  No insurance
proceeds  have  been  received  as of June 30,  2001,  and  thus  the  financial
statement impact cannot be practicably  determined at this time. The Partnership
does not expect to realize a loss from this event.

Note E - Refinancing and Extraordinary Loss

On June 28, 2001, the Partnership  refinanced the mortgage  encumbering  Ventura
Landing  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$2,200,000  with a new  mortgage  in the  amount  of  $4,225,000.  Approximately
$60,000 of the proceeds were placed into a restricted escrow account  maintained
by the  lender.  The new  mortgage  carries  a stated  interest  rate of  7.54%.
Interest on the old mortgage was 7.33%.  Principal and interest  payments on the
mortgage loan of approximately $34,000 are due monthly until the loan matures in
July  2021.  Total  capitalized  loan  costs were  approximately  $172,000.  The
Partnership recognized an extraordinary loss on the early extinguishment of debt
of approximately $36,000 due to the write-off of unamortized loan costs.

Note F - Subsequent Event

On July 24, 2001, the Partnership  refinanced the mortgage  encumbering  Village
Green  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$2,000,000  with  a new  mortgage  of  approximately  $3,575,000.  Approximately
$117,000 of the proceeds were placed into a restricted escrow account maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the new mortgage  loan of  approximately  $29,000 are due monthly until the loan
matures in September 2021 at which time the loan will be fully amortized.  Total
capitalized loan costs were approximately  $151,000.  The Partnership expects to
recognize  an  extraordinary  loss  on  the  early  extinguishment  of  debt  of
approximately $34,000 due to the write-off of unamortized loan costs.

Note G - Legal Proceedings

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   its  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the Insignia  affiliates;  and the series of  transactions
which  closed on October 1, 1998 and  February  26, 1999  whereby  Insignia  and
Insignia Properties Trust, respectively,  were merged into AIMCO. The plaintiffs
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the General  Partner filed a motion seeking
dismissal of the action.  In lieu of  responding to the motion,  the  plaintiffs
filed an amended  complaint.  The General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  Plaintiffs have until August 16, 2001
to file a fourth amended complaint. The General Partner does not anticipate that
any costs, whether legal or settlement costs,  associated with this case will be
material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained  in this Form 10-QSB and the other  filings  with the  Securities  and
Exchange Commission made by the Registrant from time to time. The discussions of
the Registrant's business and results of operations,  including  forward-looking
statements pertaining to such matters, does not take into account the effects of
any changes to the Registrant's business and results of operations. Accordingly,
actual   results   could  differ   materially   from  those   projected  in  the
forward-looking  statements as a result of a number of factors,  including those
identified herein.

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy of the properties for each
of the six month periods ended June 30, 2001 and 2000:

                                                   Average Occupancy
      Property                                      2001       2000

      Ventura Landing Apartments                    94%        93%
        Orlando, Florida

      Village Green Apartments                      94%        94%
        Altamonte Springs, Florida

      West Chase Apartments                         90%        92%
        Lexington, Kentucky

Results of Operations

The  Partnership's  net  income  for the six  months  ended  June  30,  2001 was
approximately  $12,000 as compared to  approximately  $98,000 for the six months
ended June 30, 2000. The  Partnership's net loss for the three months ended June
30, 2001, was  approximately  $9,000 as compared to net income of  approximately
$53,000 for the three months ended June 30, 2000. The decrease in income for the
three and six month  periods  ended June 30, 2001 is due to an increase in total
expenses and the extraordinary  loss on early  extinguishment of debt recognized
in connection with the refinancing of Ventura Landing (see Liquidity and Capital
Resources)  slightly  offset by an increase in total  revenues.  Total  expenses
increased  for the three and six months  ended June 30, 2001 due to increases in
operating and depreciation expenses, and for the six months ended June 30, 2001,
increases in general and administrative expenses. The increase in total expenses
for the three months ended June 30, 2001 was  partially  offset by a decrease in
general  and  administrative  expenses.  Operating  expenses  increased  due  to
increases in utility expense at West Chase  Apartments and to salaries and other
benefits at Village Green and Ventura Landing Apartments.  Depreciation  expense
increased  at all three  investment  properties  due to an  increase in property
improvements and replacements placed into service during the past twelve months.

General and administrative  expenses increased for the six months ended June 30,
2001 as a result  of an  increase  in the  costs  of  services  included  in the
management  reimbursements  to the General Partner allowed under the Partnership
Agreement.  General and  administrative  expenses decreased for the three months
ended June 30, 2001 due to a decrease in partnership  management  fees which are
paid  with  operating  distributions  as a result  of less  cash  available  for
distributions  from  operations  during the three  months  ended  June 2001.  In
addition to these reimbursements, costs associated with the quarterly and annual
communications  with  investors  and  regulatory  agencies  and the annual audit
required by the Partnership Agreement are also included.

Total  revenues  increased due to increases in average rental rates at all three
investment  properties,  offset  by  a  decrease  in  occupancy  at  West  Chase
Apartments and a decrease in other income.  Other income decreased primarily due
to a decrease in lease cancellation fees at Ventura Landing.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of each of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan,  the General  Partner  attempts to protect the  Partnership  from the
burden of  inflation-related  increases  in  expenses  by  increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
General Partner will be able to sustain such a plan.

Liquidity and Capital Resources

As of June  30,  2001,  the  Partnership  held  cash  and  cash  equivalents  of
approximately  $1,957,000  compared to approximately  $165,000 at June 30, 2000.
Cash and cash equivalents increased approximately  $1,412,000 since December 31,
2000 due to approximately  $1,506,000 and $221,000 of cash provided by financing
and  operating  activities,  respectively,  partially  offset  by  approximately
$315,000  of cash used in  investing  activities.  Cash  provided  by  financing
activities  consisted  of  proceeds  from the  refinancing  of  Ventura  Landing
Apartments  offset by  repayment of Ventura  Landing's  mortgage  note  payable,
distributions  to  the  partners,   principal  payments  made  on  the  mortgage
encumbering  West Chase  Apartments and loan costs paid.  Cash used in investing
activities  consisted of property  improvements and  replacements  offset by net
withdrawals  from  escrow  accounts  maintained  by the  mortgage  lenders.  The
Registrant invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. Capital improvements planned
for each of the Registrant's properties are detailed below.

Village Green

During  the  six  months  ended  June  30,  2001,  the   Partnership   completed
approximately $60,000 of budgeted and unbudgeted capital improvements at Village
Green   Apartments   consisting   primarily  of  floor  covering  and  appliance
replacements,   air   conditioning   and  lighting   improvements  and  plumbing
enhancements.  These  improvements  were funded from cash provided by operations
and replacement reserves. The Partnership budgeted approximately $45,000 for the
year ended December 31, 2001, consisting primarily of floor covering and cabinet
replacements and air conditioning  improvements.  Additional improvements may be
considered and will depend on the physical  condition of the property as well as
replacement reserves and anticipated cash flow generated by the property.

West Chase

During  the  six  months  ended  June  30,  2001,  the   Partnership   completed
approximately  $222,000 of budgeted and unbudgeted capital  improvements at West
Chase Apartments  consisting primarily of floor covering  replacement,  exterior
painting,  structural  improvements,  and appliance replacements.  Approximately
$170,000 of these  capital  improvements  relate to a damage caused by a fire in
January 2001.  These  improvements  were funded from cash provided by operations
and advances from an affiliate of the General Partner.  The Partnership budgeted
approximately  $47,000  for  the  year  ending  December  31,  2001,  consisting
primarily of floor covering and appliance replacements.  Additional improvements
may be considered  and will depend on the physical  condition of the property as
well  as  replacement  reserves  and  anticipated  cash  flow  generated  by the
property.

Ventura Landing

During  the  six  months  ended  June  30,  2001,  the   Partnership   completed
approximately $63,000 of budgeted and unbudgeted capital improvements at Ventura
Landing Apartments consisting primarily of floor covering, air conditioning unit
and appliance replacements and structural improvements.  These improvements were
funded  from  cash  provided  by  operations  and  replacement   reserves.   The
Partnership  budgeted  approximately  $53,000 for the year ending  December  31,
2001,   consisting   primarily  of  air   conditioning   and  carpet  and  vinyl
replacements.  Additional  improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

Additional capital  expenditures will be incurred only if cash is available from
operations  or from  Partnership  reserves.  To the  extent  that such  budgeted
capital improvements are required, the Registrant's  distributable cash flow, if
any, may be adversely affected at least in the short term.

On June 28, 2001, the Partnership  refinanced the mortgage  encumbering  Ventura
Landing  Apartments.  The refinancing  replaced  indebtedness  of  approximately
$2,200,000  with a new  mortgage  in the  amount  of  $4,225,000.  Approximately
$60,000 of the proceeds were placed into a restricted escrow account  maintained
by the  lender.  The new  mortgage  carries  a stated  interest  rate of  7.54%.
Interest on the old mortgage was 7.33%.  Principal and interest  payments on the
mortgage loan of approximately $34,000 are due monthly until the loan matures in
July 2021 at which time the loan will be fully amortized. Total capitalized loan
costs were approximately  $172,000.  The Partnership recognized an extraordinary
loss on the early  extinguishment  of debt of  approximately  $36,000 due to the
write-off of unamortized loan costs.

On July 24, 2001, the Partnership  refinanced the mortgage  encumbering  Village
Green  Apartments.   The  refinancing  replaced  indebtedness  of  approximately
$2,000,000  with  a new  mortgage  of  approximately  $3,575,000.  Approximately
$117,000 of the proceeds were placed into a restricted escrow account maintained
by the lender.  The new mortgage  carries a stated  interest rate of 7.54%.  The
interest rate on the old mortgage was 7.33%.  Principal and interest payments on
the new mortgage  loan of  approximately  $29,000 are due monthly until the loan
matures in September 2021 at which time the loan will be fully amortized.  Total
capitalized loan costs were approximately  $151,000.  The Partnership expects to
recognize  an  extraordinary  loss  on  the  early  extinguishment  of  debt  of
approximately $34,000 due to the write-off of unamortized loan costs.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness at West Chase Apartments of $1,112,000  require monthly payments of
principal and interest until the loan matures in December 2019 at which time the
loan will be fully amortized.

During  the six months  ended  June 30,  2001,  distributions  of  approximately
$484,000  (approximately  $464,000 to the limited  partners or $2.93 per limited
partnership unit) were declared and paid from operations.  During the six months
ended  June 30,  2000,  the  Partnership  distributed  approximately  $1,086,000
(approximately   $1,069,000  to  the  limited  partners  or  $6.74  per  limited
partnership unit), of which approximately  $436,000  (approximately  $419,000 to
the limited partners or $2.64 per limited  partnership unit) was attributable to
cash flow from operations. Approximately $650,000 ($4.10 per limited partnership
unit)  represented  1999 financing  proceeds on West Chase  Apartments which was
distributed  entirely to the  Limited  Partners.  Subsequent  to June 30, 2001 a
distribution of approximately  $1,590,000 ($10.03 per limited  partnership unit)
was paid to the limited partners from refinancing  proceeds from Ventura Landing
Apartments.  Future  cash  distributions  will  depend on the levels of net cash
generated from operations,  the availability of cash reserves, and the timing of
debt  maturities,   property  sales,  and/or  refinancings.   The  Partnership's
distribution  policy is reviewed on a quarterly basis. There can be no assurance
that the  Partnership  will  generate  sufficient  funds from  operations  after
required  capital  expenditures  to permit any additional  distributions  to its
partners during the remainder of 2001 or subsequent periods.

In addition to its indirect  ownership of the general  partner  interests in the
Partnership,  AIMCO and its affiliates  owned 78,532 limited  partnership  units
("Units") in the Partnership  representing  49.52% of the  outstanding  Units at
June 30, 2001. A number of these Units were  acquired  pursuant to tender offers
made by AIMCO or its  affiliates.  It is possible  that AIMCO or its  affiliates
will  make  one  or  more  additional  offers  to  acquire   additional  limited
partnership  interests in the  Partnership  for cash or in exchange for units in
the operating partnership of AIMCO. Under the Partnership Agreement, unitholders
holding a majority of the Units are  entitled  to take action with  respect to a
variety of matters,  which would include without  limitation,  voting on certain
amendments  to the  Partnership  Agreement  and  voting  to remove  the  General
Partner.  As a result of its ownership of 49.52% of the outstanding Units, AIMCO
is in a position to significantly influence all voting decisions with respect to
the Registrant.  When voting on matters,  AIMCO would in all likelihood vote the
Units it acquired in a manner  favorable to the interest of the General  Partner
because of its affiliation with the General Partner.

<PAGE>

                           PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative  unitholders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the   Partnership,   its  General  Partner  and  several  of  their   affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging,  among other things,  the  acquisition of interests in
certain general partner entities by Insignia Financial Group, Inc.  ("Insignia")
and entities which were, at one time, affiliates of Insignia; past tender offers
by the Insignia affiliates to acquire limited  partnership units;  management of
the  partnerships  by the Insignia  affiliates;  and the series of  transactions
which  closed on October 1, 1998 and  February  26, 1999  whereby  Insignia  and
Insignia Properties Trust, respectively,  were merged into AIMCO. The plaintiffs
seek monetary damages and equitable relief,  including  judicial  dissolution of
the  Partnership.  On June 25, 1998, the General  Partner filed a motion seeking
dismissal of the action.  In lieu of  responding to the motion,  the  plaintiffs
filed an amended  complaint.  The General Partner filed demurrers to the amended
complaint which were heard February 1999.

Pending the ruling on such  demurrers,  settlement  negotiations  commenced.  On
November 2, 1999,  the parties  executed and filed a Stipulation  of Settlement,
settling claims, subject to court approval, on behalf of the Partnership and all
limited partners who owned units as of November 3, 1999. Preliminary approval of
the  settlement  was obtained on November 3, 1999 from the Court,  at which time
the Court set a final  approval  hearing for  December  10,  1999.  Prior to the
December  10,  1999  hearing,  the  Court  received  various  objections  to the
settlement, including a challenge to the Court's preliminary approval based upon
the alleged lack of authority of prior lead counsel to enter the settlement.  On
December  14,  1999,  the General  Partner  and its  affiliates  terminated  the
proposed settlement.  In February 2000, counsel for some of the named plaintiffs
filed a motion to disqualify plaintiff's lead and liaison counsel who negotiated
the settlement.  On June 27, 2000, the Court entered an order disqualifying them
from the case and an appeal was taken  from the order on  October  5,  2000.  On
December 4, 2000, the Court  appointed the law firm of Lieff Cabraser  Heimann &
Bernstein  LLP as new  lead  counsel  for  plaintiffs  and the  putative  class.
Plaintiffs  filed a third  amended  complaint on January 19,  2001.  On March 2,
2001,  the  General  Partner  and its  affiliates  filed a demurrer to the third
amended  complaint.  On May 14, 2001,  the Court heard the demurrer to the third
amended  complaint.  On July 10,  2001,  the Court  issued  an order  sustaining
defendants'  demurrer on certain grounds.  Plaintiffs have until August 16, 2001
to file a fourth amended complaint. The General Partner does not anticipate that
any costs, whether legal or settlement costs,  associated with this case will be
material to the Partnership's overall operations.


<PAGE>



ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit  10.51,  Multifamily  Note dated June 27, 2001 between
                  Consolidated  Capital  Properties  III, a  California  limited
                  partnership, and GMAC Commercial Mortgage Corporation.

                  Exhibit  10.52,  Multifamily  Note dated July 23, 2001 between
                  ConCap  Village  Green  Associates,   Ltd.,  a  Texas  limited
                  partnership, and GMAC Commercial Mortgage Corporation.

            b) Reports on Form 8-K filed during the quarter ended June 30, 2001:

                  None.


<PAGE>


                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.



                                    CONSOLIDATED CAPITAL PROPERTIES III


                                    By:   CONCAP EQUITIES, INC.
                                          General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                    Date: August 10, 2001


<PAGE>



                                                                  EXHIBIT 10.51


                                    EXHIBIT C

                                                        FHLMC Loan No. 002692724
                                                      Ventura Landing Apartments

                                MULTIFAMILY NOTE
                      (MULTISTATE - REVISION DATE 11-01-2000)


US $4,225,000.00                                           As of June 27, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California  corporation,  the  principal sum of Four Million Two
Hundred  Twenty  Five  Thousand  and 00/100  Dollars  (US  $4,225,000.00),  with
interest  on the unpaid  principal  balance at the annual rate of Seven and Five
Hundred Forty Thousandths percent (7.540%).


      Defined  Terms.  As used in this  Note,  (i) the term  "Lender"  means the
holder of this Note,  and (ii) the term  "Indebtedness"  means the principal of,
interest  on,  and any other  amounts  due at any time  under,  this  Note,  the
Security Instrument or any other Loan Document,  including  prepayment premiums,
late  charges,  default  interest,  and  advances to protect the security of the
Security  Instrument  under  Section 12 of the  Security  Instrument.  "Event of
Default"  and other  capitalized  terms used but not  defined in this Note shall
have the meanings given to such terms in the Security Instrument.


       Address for Payment. All payments due under this Note shall be payable at
200  Witmer  Road,  Post  Office Box 809,  Horsham,  Pennsylvania  19044,  Attn:
Servicing - Account Manager, or such other place as may be designated by written
notice to Borrower from or on behalf of Lender.

     Payment of Principal and Interest.  Principal and interest shall be paid as
follows:


      Unless  disbursement  of  principal  is made by Lender to  Borrower on the
first  day of the  month,  interest  for the  period  beginning  on the  date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable  simultaneously with the execution of this
Note.  Interest under this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

      Consecutive  monthly  installments of principal and interest,  each in the
amount of Thirty Four  Thousand One Hundred  Thirty Nine and 72/100  Dollars (US
$34,139.72), shall be payable on the first day of each month beginning on August
1, 2001,  until the entire unpaid  principal  balance  evidenced by this Note is
fully paid.

      Any  accrued  interest  remaining  past  due for 30 days or more  may,  at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and  payable  on July 1, 2021 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

      Any regularly scheduled monthly installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

     - Application of Payments. If at any time Lender receives, from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

      Security.   The  Indebtedness  is  secured,   among  other  things,  by  a
multifamily mortgage,  deed to secure debt or deed of trust dated as of the date
of this Note (the "Security Instrument"),  and reference is made to the Security
Instrument for other rights of Lender as to collateral for the Indebtedness.

      Acceleration.  If an Event of Default has occurred and is continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

      Late Charge.  If any monthly  amount  payable under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.


      Default  Rate.  So long as (a) any  monthly  installment  under  this Note
remains past due for thirty (30) days or more, or (b) any other Event of Default
has occurred  and is  continuing,  interest  under this Note shall accrue on the
unpaid  principal  balance  from the earlier of the due date of the first unpaid
monthly  installment  or the  occurrence  of such  other  Event of  Default,  as
applicable,  at a rate  (the  "Default  Rate")  equal to the  lesser of four (4)
percentage  points above the rate stated in the first paragraph of this Note and
the maximum  interest rate which may be collected from Borrower under applicable
law. If the unpaid  principal  balance and all accrued  interest are not paid in
full on the Maturity Date, the unpaid principal balance and all accrued interest
shall bear interest  from the Maturity  Date at the Default Rate.  Borrower also
acknowledges that its failure to make timely payments will cause Lender to incur
additional  expenses in servicing and processing the Loan, that, during the time
that any monthly  installment under this Note is delinquent for more than thirty
(30) days, Lender will incur additional costs and expenses arising from its loss
of the use of the money due and from the adverse  impact on Lender's  ability to
meet  its  other   obligations  and  to  take  advantage  of  other   investment
opportunities,  and that it is extremely  difficult and impractical to determine
those additional costs and expenses. Borrower also acknowledges that, during the
time that any monthly  installment  under this Note is delinquent  for more than
thirty (30) days or any other Event of Default has occurred  and is  continuing,
Lender's risk of nonpayment of this Note will be materially increased and Lender
is entitled to be compensated for such increased risk.  Borrower agrees that the
increase in the rate of  interest  payable  under this Note to the Default  Rate
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional  costs and expenses  Lender
will incur by reason of the  Borrower's  delinquent  payment and the  additional
compensation Lender is entitled to receive for the increased risks of nonpayment
associated with a delinquent loan.

      Limits on Personal Liability.

      Except as otherwise  provided in this  Paragraph 9, Borrower shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

      Borrower  shall be  personally  liable to Lender  for the  repayment  of a
portion of the Indebtedness equal to zero percent (0%) of the original principal
balance of this Note,  plus any other  amounts for which  Borrower  has personal
liability under this Paragraph 9.

      In  addition  to  Borrower's  personal  liability  under  Paragraph  9(b),
Borrower  shall be  personally  liable to Lender for the  repayment of a further
portion of the Indebtedness  equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

      For purposes of determining  Borrower's personal liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

      Borrower shall become personally liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

      In addition to any personal liability for the Indebtedness, Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

      To the extent that Borrower has personal liability under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

      Voluntary and Involuntary Prepayments.

      A prepayment  premium shall be payable in connection  with any  prepayment
(any receipt by Lender of principal, other than principal required to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

            Borrower may voluntarily  prepay all of the unpaid principal balance
of this Note on a Business Day  designated as the date for such  prepayment in a
written  notice from Borrower to Lender given at least 30 days prior to the date
of such  prepayment.  Such prepayment  shall be made by paying (A) the amount of
principal being prepaid, (B) all accrued interest, (C) all other sums due Lender
at the  time of such  prepayment,  and (D)  the  prepayment  premium  calculated
pursuant to Paragraph 10(c). For all purposes including the accrual of interest,
any prepayment received by Lender on any day other than the last calendar day of
the month shall be deemed to have been received on the last calendar day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

            Upon Lender's exercise of any right of acceleration under this Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

            Any application by Lender of any collateral or other security to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

      Notwithstanding  the provisions of Paragraph 10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

     Any  prepayment  premium  payable  under  this Note  shall be  computed  as
follows:  (1) If the  prepayment  is made  between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,

                  by

                  (B)  the excess (if any) of the  Monthly  Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by

                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

      [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

      Any  permitted or required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

      Borrower recognizes that any prepayment of the unpaid principal balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

      Borrower further  acknowledges that the prepayment  premium  provisions of
this  Note  are  a  material  part  of  the  consideration  for  the  Loan,  and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the  Borrower's  voluntary  agreement to the  prepayment
premium provisions.

     Costs and  Expenses.  To the fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

      Forbearance.  Any  forbearance by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

      Waivers.  Presentment,  demand,  notice of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

      Loan Charges.  Neither this Note nor any of the other Loan Documents shall
be construed to create a contract for the use, forbearance or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

      Commercial  Purpose.  Borrower  represents that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

      Counting  of Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

    Governing Law. This Note shall be governed by the law of the jurisdiction in
which the Land is located.

      Captions. The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

      Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

      Consent to  Jurisdiction  and Venue.  Borrower agrees that any controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

      WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT
A TRIAL BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
            X        Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.



<PAGE>


                                    CONSOLIDATED   CAPITAL   PROPERTIES  III,  a
                                      California  limited   partnership,   doing
                                      business   in  Florida   as   Consolidated
                                      Capital Properties III, Ltd.

                                    By: CONCAP Equities, Inc., a Delaware
                                        corporation, its general partner



                                        By;  _____________________
                                            Patti K. Fielding
                                            Senior Vice President





                                   Borrower's Social Security/Employer ID Number







<PAGE>


PAY TO THE ORDER OF FEDERAL HOME LOAN MORTGAGE  CORPORATION,  WITHOUT  RECOURSE,
THIS THE ____ DAY OF JUNE, 2001.

GMAC COMMERCIAL  MORTGAGE  CORPORATION,  a
   California corporation



By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE
                        Modifications to Multifamily Note

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.  Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(4)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.


<PAGE>


                                                                  EXHIBIT 20.52

                                    EXHIBIT C

                                                       FHLMC Loan No. 002692546
                                                    Village Green II Apartments

                                MULTIFAMILY NOTE
                      (MULTISTATE - REVISION DATE 11-01-2000)


US $3,575,000.00                                           As of July 23, 2001


      FOR VALUE RECEIVED, the undersigned ("Borrower") jointly and severally (if
more  than  one)  promises  to pay to the  order  of  GMAC  COMMERCIAL  MORTGAGE
CORPORATION,  a California corporation,  the principal sum of Three Million Five
Hundred  Seventy  Five  Thousand  and 00/100  Dollars (US  $3,575,000.00),  with
interest  on the unpaid  principal  balance at the annual rate of Seven and Five
Hundred Forty Thousandths percent (7.540%).


      Defined  Terms.  As used in this  Note,  (i) the term  "Lender"  means the
holder of this Note,  and (ii) the term  "Indebtedness"  means the principal of,
interest  on,  and any other  amounts  due at any time  under,  this  Note,  the
Security Instrument or any other Loan Document,  including  prepayment premiums,
late  charges,  default  interest,  and  advances to protect the security of the
Security  Instrument  under  Section 12 of the  Security  Instrument.  "Event of
Default"  and other  capitalized  terms used but not  defined in this Note shall
have the meanings given to such terms in the Security Instrument.

       Address for Payment. All payments due under this Note shall be payable at
200  Witmer  Road,  Post  Office Box 809,  Horsham,  Pennsylvania  19044,  Attn:
Servicing - Account Manager, or such other place as may be designated by written
notice to Borrower from or on behalf of Lender.

      Payment of Principal and Interest. Principal and interest shall be paid as
follows:


      Unless  disbursement  of  principal  is made by Lender to  Borrower on the
first  day of the  month,  interest  for the  period  beginning  on the  date of
disbursement and ending on and including the last day of the month in which such
disbursement is made shall be payable  simultaneously with the execution of this
Note.  Interest under this Note shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.

      Consecutive  monthly  installments of principal and interest,  each in the
amount of Twenty Eight  Thousand  Eight Hundred  Eighty Seven and 46/100 Dollars
(US  $28,887.46),  shall be payable on the first day of each month  beginning on
September 1, 2001, until the entire unpaid principal  balance  evidenced by this
Note is fully paid.

      Any  accrued  interest  remaining  past  due for 30 days or more  may,  at
Lender's discretion, be added to and become part of the unpaid principal balance
and shall bear  interest at the rate or rates  specified  in this Note,  and any
reference below to "accrued  interest" shall refer to accrued interest which has
not become part of the unpaid  principal  balance.  Any remaining  principal and
interest  shall be due and payable on August 1, 2021 or on any  earlier  date on
which the unpaid  principal  balance of this Note  becomes due and  payable,  by
acceleration or otherwise (the "Maturity  Date").  The unpaid principal  balance
shall  continue to bear interest after the Maturity Date at the Default Rate set
forth in this Note until and including the date on which it is paid in full.

      Any regularly scheduled monthly installment of principal and interest that
is  received  by Lender  before  the date it is due shall be deemed to have been
received on the due date solely for the purpose of calculating interest due.

     Application of Payments. If at any time Lender receives,  from Borrower or
otherwise,  any amount  applicable  to the  Indebtedness  which is less than all
amounts due and payable at such time,  Lender may apply that  payment to amounts
then due and  payable in any manner and in any order  determined  by Lender,  in
Lender's  discretion.  Borrower  agrees that neither  Lender's  acceptance  of a
payment  from  Borrower in an amount that is less than all amounts  then due and
payable nor Lender's  application of such payment shall  constitute or be deemed
to  constitute  either  a  waiver  of  the  unpaid  amounts  or  an  accord  and
satisfaction.

     Security.   The  Indebtedness  is  secured,   among  other  things,  by  a
multifamily mortgage,  deed to secure debt or deed of trust dated as of the date
of this Note (the "Security Instrument"),  and reference is made to the Security
Instrument for other rights of Lender as to collateral for the Indebtedness.

      Acceleration.  If an Event of Default has occurred and is continuing,  the
entire unpaid principal  balance,  any accrued interest,  the prepayment premium
payable under  Paragraph  10, if any, and all other  amounts  payable under this
Note and any other Loan  Document  shall at once become due and payable,  at the
option of Lender,  without  any prior  notice to  Borrower  (except if notice is
required by applicable  law,  then after such notice).  Lender may exercise this
option to accelerate regardless of any prior forbearance.

      Late Charge.  If any monthly  amount  payable under this Note or under the
Security  Instrument or any other Loan Document is not received by Lender within
ten (10) days after the amount is due (unless  applicable  law requires a longer
period of time before a late  charge may be imposed,  in which event such longer
period shall be  substituted),  Borrower  shall pay to Lender,  immediately  and
without  demand by Lender,  a late  charge  equal to five  percent  (5%) of such
amount  (unless  applicable  law requires a lesser  amount be charged,  in which
event such lesser amount shall be substituted).  Borrower  acknowledges that its
failure to make timely payments will cause Lender to incur  additional  expenses
in servicing and processing  the loan  evidenced by this Note (the "Loan"),  and
that it is extremely  difficult and  impractical to determine  those  additional
expenses.  Borrower  agrees  that  the  late  charge  payable  pursuant  to this
Paragraph  represents a fair and  reasonable  estimate,  taking into account all
circumstances  existing  on the date of this Note,  of the  additional  expenses
Lender will incur by reason of such late payment.  The late charge is payable in
addition  to,  and not in lieu of, any  interest  payable  at the  Default  Rate
pursuant to Paragraph 8.

      Default  Rate.  So long as (a) any  monthly  installment  under  this Note
remains past due for thirty (30) days or more, or (b) any other Event of Default
has occurred  and is  continuing,  interest  under this Note shall accrue on the
unpaid  principal  balance  from the earlier of the due date of the first unpaid
monthly  installment  or the  occurrence  of such  other  Event of  Default,  as
applicable,  at a rate  (the  "Default  Rate")  equal to the  lesser of four (4)
percentage  points above the rate stated in the first paragraph of this Note and
the maximum  interest rate which may be collected from Borrower under applicable
law. If the unpaid  principal  balance and all accrued  interest are not paid in
full on the Maturity Date, the unpaid principal balance and all accrued interest
shall bear interest  from the Maturity  Date at the Default Rate.  Borrower also
acknowledges that its failure to make timely payments will cause Lender to incur
additional  expenses in servicing and processing the Loan, that, during the time
that any monthly  installment under this Note is delinquent for more than thirty
(30) days, Lender will incur additional costs and expenses arising from its loss
of the use of the money due and from the adverse  impact on Lender's  ability to
meet  its  other   obligations  and  to  take  advantage  of  other   investment
opportunities,  and that it is extremely  difficult and impractical to determine
those additional costs and expenses. Borrower also acknowledges that, during the
time that any monthly  installment  under this Note is delinquent  for more than
thirty (30) days or any other Event of Default has occurred  and is  continuing,
Lender's risk of nonpayment of this Note will be materially increased and Lender
is entitled to be compensated for such increased risk.  Borrower agrees that the
increase in the rate of  interest  payable  under this Note to the Default  Rate
represents a fair and reasonable estimate, taking into account all circumstances
existing on the date of this Note, of the additional  costs and expenses  Lender
will incur by reason of the  Borrower's  delinquent  payment and the  additional
compensation Lender is entitled to receive for the increased risks of nonpayment
associated with a delinquent loan.

      Limits on Personal Liability.

      Except as otherwise  provided in this  Paragraph 9, Borrower shall have no
personal  liability  under this Note, the Security  Instrument or any other Loan
Document for the repayment of the  Indebtedness  or for the  performance  of any
other  obligations  of Borrower  under the Loan  Documents,  and  Lender's  only
recourse for the  satisfaction of the  Indebtedness  and the performance of such
obligations  shall be Lender's  exercise of its rights and remedies with respect
to the Mortgaged  Property and any other  collateral  held by Lender as security
for the Indebtedness. This limitation on Borrower's liability shall not limit or
impair  Lender's  enforcement  of  its  rights  against  any  guarantor  of  the
Indebtedness or any guarantor of any obligations of Borrower.

      Borrower  shall be  personally  liable to Lender  for the  repayment  of a
portion of the Indebtedness equal to zero percent (0%) of the original principal
balance of this Note,  plus any other  amounts for which  Borrower  has personal
liability under this Paragraph 9.

      In  addition  to  Borrower's  personal  liability  under  Paragraph  9(b),
Borrower  shall be  personally  liable to Lender for the  repayment of a further
portion of the Indebtedness  equal to any loss or damage suffered by Lender as a
result of (1) failure of Borrower to pay to Lender upon demand after an Event of
Default all Rents to which Lender is entitled under Section 3(a) of the Security
Instrument  and the amount of all security  deposits  collected by Borrower from
tenants  then in  residence;  (2)  failure of  Borrower  to apply all  insurance
proceeds and condemnation  proceeds as required by the Security  Instrument;  or
(3)  failure of Borrower to comply  with  Section  14(d) or (e) of the  Security
Instrument relating to the delivery of books and records, statements,  schedules
and reports.

      For purposes of determining  Borrower's personal liability under Paragraph
9(b) and Paragraph  9(c), all payments made by Borrower or any guarantor of this
Note with respect to the  Indebtedness  and all amounts  received by Lender from
the  enforcement  of its rights under the Security  Instrument  shall be applied
first to the  portion of the  Indebtedness  for which  Borrower  has no personal
liability.

     Borrower shall become personally liable to Lender for the repayment of all
of the  Indebtedness  upon the  occurrence  of any of the  following  Events  of
Default: (1) Borrower's acquisition of any property or operation of any business
not  permitted  by  Section  33 of  the  Security  Instrument;  (2)  a  Transfer
(including,  but not  limited  to,  a lien or  encumbrance)  that is an Event of
Default  under  Section  21 of the  Security  Instrument,  other than a Transfer
consisting  solely of the  involuntary  removal or  involuntary  withdrawal of a
general  partner in a limited  partnership  or a manager in a limited  liability
company; or (3) fraud or written material  misrepresentation  by Borrower or any
officer,  director,  partner,  member or employee of Borrower in connection with
the  application  for or  creation  of the  Indebtedness  or any request for any
action or consent by Lender.

     In addition to any personal liability for the Indebtedness, Borrower shall
be  personally  liable to Lender for (1) the  performance  of all of  Borrower's
obligations   under  Section  18  of  the  Security   Instrument   (relating  to
environmental  matters);  (2) the costs of any audit under  Section 14(d) of the
Security  Instrument;  and (3) any  costs  and  expenses  incurred  by Lender in
connection  with the  collection of any amount for which  Borrower is personally
liable under this  Paragraph  9,  including  fees and out of pocket  expenses of
attorneys and expert witnesses and the costs of conducting any independent audit
of Borrower's  books and records to determine the amount for which  Borrower has
personal liability.

      To the extent that Borrower has personal liability under this Paragraph 9,
Lender may exercise its rights  against  Borrower  personally  without regard to
whether  Lender has exercised any rights  against the Mortgaged  Property or any
other  security,  or pursued any rights  against any  guarantor,  or pursued any
other rights available to Lender under this Note, the Security  Instrument,  any
other Loan  Document or  applicable  law. For purposes of this  Paragraph 9, the
term "Mortgaged Property" shall not include any funds that (1) have been applied
by Borrower as required or  permitted by the  Security  Instrument  prior to the
occurrence  of an  Event of  Default  or (2)  Borrower  was  unable  to apply as
required  or  permitted  by the  Security  Instrument  because of a  bankruptcy,
receivership, or similar judicial proceeding. To the fullest extent permitted by
applicable  law, in any action to enforce  Borrower's  personal  liability under
this  Paragraph  9,  Borrower  waives  any  right  to set off the  value  of the
Mortgaged Property against such personal liability.

      Voluntary and Involuntary Prepayments.

      A prepayment  premium shall be payable in connection  with any  prepayment
(any receipt by Lender of principal, other than principal required to be paid in
monthly installments pursuant to Paragraph 3(b), prior to the scheduled Maturity
Date set forth in Paragraph 3(c)) under this Note as provided below:

            Borrower may voluntarily  prepay all of the unpaid principal balance
of this Note on a Business Day  designated as the date for such  prepayment in a
written  notice from Borrower to Lender given at least 30 days prior to the date
of such  prepayment.  Such prepayment  shall be made by paying (A) the amount of
principal being prepaid, (B) all accrued interest, (C) all other sums due Lender
at the  time of such  prepayment,  and (D)  the  prepayment  premium  calculated
pursuant to Paragraph 10(c). For all purposes including the accrual of interest,
any prepayment received by Lender on any day other than the last calendar day of
the month shall be deemed to have been received on the last calendar day of such
month.  For purposes of this Note,  a "Business  Day" means any day other than a
Saturday,  Sunday  or any other  day on which  Lender is not open for  business.
Unless expressly provided for in the Loan Documents, Borrower shall not have the
option to  voluntarily  prepay  less than all of the unpaid  principal  balance.
However,  if a partial  prepayment  is provided for in the Loan  Documents or is
accepted by Lender in  Lender's  discretion,  a  prepayment  premium  calculated
pursuant to Paragraph 10(c) shall be due and payable by Borrower.

            Upon Lender's exercise of any right of acceleration under this Note,
Borrower shall pay to Lender, in addition to the entire unpaid principal balance
of this  Note  outstanding  at the  time of the  acceleration,  (A) all  accrued
interest  and  all  other  sums  due  Lender,  and (B)  the  prepayment  premium
calculated pursuant to Paragraph 10(c).

            Any application by Lender of any collateral or other security to the
repayment of any portion of the unpaid  principal  balance of this Note prior to
the  Maturity  Date and in the absence of  acceleration  shall be deemed to be a
partial prepayment by Borrower, requiring the payment to Lender by Borrower of a
prepayment premium.

      Notwithstanding  the provisions of Paragraph 10(a), no prepayment  premium
shall be payable with respect to (A) any prepayment  made during the period from
one  hundred  eighty  (180)  days  before  the  scheduled  Maturity  Date to the
scheduled  Maturity  Date,  or (B) any  prepayment  occurring as a result of the
application of any insurance  proceeds or condemnation  award under the Security
Instrument.

     Any  prepayment  premium  payable  under  this Note  shall be  computed  as
follows:  (1) If the  prepayment  is made  between the date of this Note and the
date  that is 180  months  after  the  first  day of the  first  calendar  month
following the date of this Note (the "Yield Maintenance Period"), the prepayment
premium shall be whichever is the greater of subparagraphs (i) and (ii) below:

            (i)   1.0% of the unpaid principal balance of this Note; or

            (ii)  the product obtained by multiplying:

                  (A)   the amount of principal being prepaid,

                  by

                  (B)   the excess (if any) of the Monthly  Note  Rate  over the
                        Assumed Reinvestment Rate,
                  by
                  (C)   the Present Value Factor.

            For purposes of subparagraph  (ii), the following  definitions shall
apply:

            Monthly Note Rate: one-twelfth (1/12) of the annual interest rate of
            this Note, expressed as a decimal calculated to five digits.

            Prepayment Date: in the case of a voluntary prepayment,  the date on
            which the  prepayment  is made;  in the case of the  application  by
            Lender of  collateral  or  security  to a portion  of the  principal
            balance,  the date of such  application;  and in any other case, the
            date on which Lender  accelerates  the unpaid  principal  balance of
            this Note.

            Assumed  Reinvestment Rate:  one-twelfth (1/12) of the yield rate as
            of the date 5 Business  Days  before  the  Prepayment  Date,  on the
            9.250% U.S.  Treasury  Security due February 1, 2016, as reported in
            The Wall Street Journal,  expressed as a decimal  calculated to five
            digits.  In the event that no yield is published  on the  applicable
            date  for the  Treasury  Security  used  to  determine  the  Assumed
            Reinvestment  Rate,  Lender,  in its  discretion,  shall  select the
            non-callable  Treasury  Security  maturing  in the same  year as the
            Treasury Security specified above with the lowest yield published in
            The  Wall  Street  Journal  as  of  the  applicable   date.  If  the
            publication  of such  yield  rates in The  Wall  Street  Journal  is
            discontinued  for any reason,  Lender shall select a security with a
            comparable rate and term to the Treasury  Security used to determine
            the  Assumed  Reinvestment  Rate.  The  selection  of  an  alternate
            security  pursuant  to this  Paragraph  shall  be  made in  Lender's
            discretion.

            Present Value Factor: the factor that discounts to present value the
            costs  resulting  to Lender from the  difference  in interest  rates
            during the months remaining in the Yield Maintenance  Period,  using
            the Assumed  Reinvestment  Rate as the discount  rate,  with monthly
            compounding, expressed numerically as follows:

      [OBJECT OMITTED]

            n = number of months remaining in Yield Maintenance Period

            ARR = Assumed Reinvestment Rate

            (2) If the  prepayment  is made  after the  expiration  of the Yield
Maintenance  Period but before the period set forth in Paragraph 10(b)(A) above,
the  prepayment  premium shall be 1.0% of the unpaid  principal  balance of this
Note.

      Any  permitted or required  prepayment  of less than the unpaid  principal
balance of this Note shall not extend or postpone the due date of any subsequent
monthly  installments or change the amount of such  installments,  unless Lender
agrees otherwise in writing.

      Borrower recognizes that any prepayment of the unpaid principal balance of
this Note,  whether  voluntary or  involuntary  or  resulting  from a default by
Borrower,  will result in Lender's incurring loss, including  reinvestment loss,
additional expense and frustration or impairment of Lender's ability to meet its
commitments  to third  parties.  Borrower  agrees to pay to Lender  upon  demand
damages  for the  detriment  caused by any  prepayment,  and  agrees  that it is
extremely  difficult  and  impractical  to ascertain the extent of such damages.
Borrower  therefore  acknowledges  and agrees that the  formula for  calculating
prepayment  premiums set forth in this Note represents a reasonable  estimate of
the damages Lender will incur because of a prepayment.

     Borrower further  acknowledges that the prepayment  premium  provisions of
this  Note  are  a  material  part  of  the  consideration  for  the  Loan,  and
acknowledges that the terms of this Note are in other respects more favorable to
Borrower as a result of the  Borrower's  voluntary  agreement to the  prepayment
premium provisions.

      Costs and  Expenses.  To the fullest  extent  allowed by  applicable  law,
Borrower  shall pay all expenses  and costs,  including  fees and  out-of-pocket
expenses  of  attorneys  (including  Lender's  in-house  attorneys)  and  expert
witnesses  and  costs of  investigation,  incurred  by Lender as a result of any
default under this Note or in connection  with efforts to collect any amount due
under  this  Note,  or to  enforce  the  provisions  of any of  the  other  Loan
Documents,  including those incurred in post-judgment  collection efforts and in
any  bankruptcy  proceeding  (including any action for relief from the automatic
stay of any  bankruptcy  proceeding)  or  judicial or  non-judicial  foreclosure
proceeding.

      Forbearance.  Any  forbearance by Lender in exercising any right or remedy
under  this  Note,  the  Security  Instrument,  or any other  Loan  Document  or
otherwise  afforded by applicable  law, shall not be a waiver of or preclude the
exercise of that or any other right or remedy.  The  acceptance by Lender of any
payment after the due date of such  payment,  or in an amount which is less than
the required payment,  shall not be a waiver of Lender's right to require prompt
payment  when due of all other  payments or to exercise any right or remedy with
respect to any  failure to make  prompt  payment.  Enforcement  by Lender of any
security for  Borrower's  obligations  under this Note shall not  constitute  an
election by Lender of remedies so as to preclude the exercise of any other right
or remedy available to Lender.

      Waivers.  Presentment,  demand,  notice of  dishonor,  protest,  notice of
acceleration,  notice of intent to demand or  accelerate  payment  or  maturity,
presentment  for  payment,  notice  of  nonpayment,   grace,  and  diligence  in
collecting  the  Indebtedness  are  waived by  Borrower  and all  endorsers  and
guarantors of this Note and all other third party obligors.

      Loan Charges.  Neither this Note nor any of the other Loan Documents shall
be construed to create a contract for the use, forbearance or detention of money
requiring  payment of interest at a rate greater than the maximum  interest rate
permitted to be charged under applicable law. If any applicable law limiting the
amount of interest or other charges  permitted to be collected  from Borrower in
connection  with the Loan is  interpreted  so that any  interest or other charge
provided for in any Loan  Document,  whether  considered  separately or together
with other charges  provided for in any other Loan Document,  violates that law,
and Borrower is entitled to the benefit of that law,  that interest or charge is
hereby reduced to the extent necessary to eliminate that violation. The amounts,
if any,  previously  paid to Lender in excess of the permitted  amounts shall be
applied by Lender to reduce the unpaid  principal  balance of this Note. For the
purpose  of  determining  whether  any  applicable  law  limiting  the amount of
interest or other  charges  permitted  to be  collected  from  Borrower has been
violated,  all  Indebtedness  that  constitutes  interest,  as well as all other
charges made in connection with the Indebtedness that constitute interest, shall
be deemed to be allocated  and spread  ratably over the stated term of the Note.
Unless otherwise required by applicable law, such allocation and spreading shall
be  effected  in such a manner  that the rate of interest so computed is uniform
throughout the stated term of the Note.

      Commercial  Purpose.  Borrower  represents that the  Indebtedness is being
incurred  by  Borrower  solely for the  purpose  of  carrying  on a business  or
commercial enterprise,  and not for personal,  family, household or agricultural
purposes.

     Counting  of  Days.  Except  where  otherwise  specifically  provided,  any
reference in this Note to a period of "days" means  calendar  days, not Business
Days.

  Governing Law. This Note shall be governed by the law of the jurisdiction
in which the Land is located.

     Captions.  The captions of the paragraphs of this Note are for  convenience
only and shall be disregarded in construing this Note.

      Notices;   Written   Modifications.   All   notices,   demands  and  other
communications  required or permitted to be given by Lender to Borrower pursuant
to this  Note  shall be given in  accordance  with  Section  31 of the  Security
Instrument.  Any  modification  or amendment  to this Note shall be  ineffective
unless  in  writing  signed  by  the  party  sought  to  be  charged  with  such
modification or amendment;  provided,  however,  that in the event of a Transfer
under  the  terms  of  the  Security  Instrument,  any  or  some  or  all of the
Modifications  to Multifamily Note may be modified or rendered void by Lender at
Lender's option by notice to Borrower/transferee.

      Consent to  Jurisdiction  and Venue.  Borrower agrees that any controversy
arising under or in relation to this Note shall be litigated  exclusively in the
jurisdiction  in which the Land is located (the  "Property  Jurisdiction").  The
state and federal  courts and  authorities  with  jurisdiction  in the  Property
Jurisdiction  shall have exclusive  jurisdiction  over all  controversies  which
shall arise under or in relation to this Note. Borrower  irrevocably consents to
service,  jurisdiction,  and venue of such  courts for any such  litigation  and
waives  any other  venue to which it might be  entitled  by virtue of  domicile,
habitual residence or otherwise.

      WAIVER OF TRIAL BY JURY.  BORROWER AND LENDER EACH (A) AGREES NOT TO ELECT
A TRIAL BY JURY  WITH  RESPECT  TO ANY  ISSUE  ARISING  OUT OF THIS  NOTE OR THE
RELATIONSHIP BETWEEN THE PARTIES AS LENDER AND BORROWER THAT IS TRIABLE OF RIGHT
BY A JURY AND (B) WAIVES  ANY RIGHT TO TRIAL BY JURY WITH  RESPECT TO SUCH ISSUE
TO THE EXTENT THAT ANY SUCH RIGHT  EXISTS NOW OR IN THE  FUTURE.  THIS WAIVER OF
RIGHT  TO  TRIAL  BY JURY IS  SEPARATELY  GIVEN  BY EACH  PARTY,  KNOWINGLY  AND
VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.

      ATTACHED EXHIBIT.  The following Exhibit is attached to this Note:

            -----
            X        Exhibit A     Modifications to Multifamily Note
            -----

      IN WITNESS WHEREOF, Borrower has signed and delivered this Note under seal
or has  caused  this  Note to be signed  and  delivered  under  seal by its duly
authorized representative. Borrower intends that this Note shall be deemed to be
signed and delivered as a sealed instrument.

WITNESS:                            CONCAP VILLAGE GREEN ASSOCIATES,
                                      LTD., a Texas limited partnership

                                 By:   CCP/III Village Green GP, Inc., a South
_______________________                Carolina corporation, its general partner
Print Name______________

------------------------
Print Name_______________                 By:   ________________________
                                                Patti K. Fielding
                                                Senior Vice President

                                   Borrower's Social Security/Employer ID Number
                                    -------------------






<PAGE>


PAY TO THE ORDER OF ___________________
________________,  WITHOUT RECOURSE,  THIS ____ DAY
OF _________, 2001.

GMAC COMMERCIAL  MORTGAGE  CORPORATION,  a
   California corporation



By:_________________________________
   Donald W. Marshall
   Vice President


<PAGE>


                                    EXHIBIT A

                        MODIFICATIONS TO MULTIFAMILY NOTE
                        Modifications to Multifamily Note

1.    The first sentence of Paragraph 8 of the Note  ("Default  Rate") is hereby
      deleted and replaced with the following:

            So long as (a) any monthly  installment under this Note remains past
            due for more than thirty (30) days or (b) any other event of Default
            has  occurred  and is  continuing,  interest  under  this Note shall
            accrue on the unpaid  principal  balance from the earlier of the due
            date of the first unpaid  monthly  installment  or the occurrence of
            such other Event of Default, as applicable,  at a rate (the "Default
            Rate")  equal to the lesser of (1) the maximum  interest  rate which
            may be  collected  from  Borrower  under  applicable  law or (2) the
            greater of (i) three  percent (3%) above the  Interest  Rate or (ii)
            four percent  (4.0%) above the  then-prevailing  Prime Rate. As used
            herein,  the term  "Prime  Rate"  shall  mean  the rate of  interest
            announced by The Wall Street Journal from time to time as the "Prime
            Rate".

2.  Paragraph 9(c) of the Note is amended to add the following subparagraph (4):

(5)            failure  by  Borrower  to pay the  amount  of the water and sewer
               charges, taxes, fire, hazard or other insurance premiums,  ground
               rents,  assessments or other charges in accordance with the terms
               of the Security Instrument.

3.    Paragraph 19 is modified by deleting:  "; provided,  however,  that in the
      event of a Transfer  under the terms of the  Security  Instrument,  any or
      some or all of the  Modifications  to Multifamily  Note may be modified or
      rendered   void   by   Lender   at   Lender's    option   by   notice   to
      Borrower/transferee" in the last sentence of the Paragraph;  and by adding
      the following new sentence:

            The  Modifications  to Multifamily  Note set forth in this Exhibit A
            shall be null and void  unless  title to the  Mortgaged  Property is
            vested in an entity whose  Controlling  Interest(s)  are directly or
            indirectly  held by AIMCO  REIT or AIMCO OP. The  capitalized  terms
            used in this paragraph are defined in the Security Instrument.