UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-QSB

  X     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
-----   ACT OF 1934

                  For the quarterly period ended June 30, 1998

                                       OR

        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 0-16615
                                                -------


                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                        A CALIFORNIA LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
                                   Registrant

            California                                     68-0062480
---------------------------------             ----------------------------------
       State of Jurisdiction                  I.R.S. Employer Identification No.


2401 Kerner Boulevard, San Rafael, California              94901-5527
--------------------------------------------------------------------------------
      Address of Principal Executive Offices                Zip Code

       Registrant's telephone number, including area code: (415) 485-4500
                                                           --------------


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
preceding requirements for the past 90 days.

                               Yes _X_      No ___

516,662 Units of Limited  Partnership  Interest were  outstanding as of June 30,
1998.

Transitional small business disclosure format:

                               Yes ___      No _X_

                                  Page 1 of 12


<PAGE>



                          Part I. Financial Information
                          -----------------------------
                          Item 1. Financial Statements
                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                 (Amounts in Thousands Except for Unit Amounts)
                                   (Unaudited)
                                                      June 30,   December 31,
                                                        1998         1997
                                                        ----         ----
ASSETS

Cash and cash equivalents                             $ 4,240      $ 3,072

Accounts receivable (net of allowance for losses
    on accounts  receivable of $50 and $73 at
    June 30, 1998 and December 31, 1997,
    respectively)                                         133          192

Notes receivable (net of allowance for losses
   on notes receivable of $407 and $604 at
   June 30, 1998 and December 31, 1997,
   respectively)                                           44           45

Equipment on operating leases and held for
    lease (net of accumulated depreciation of
    $3,536 and $10,017 at June 30, 1998 and
    December 31, 1997, respectively)                     --           --

Cable systems, property and equipment (net of
    accumulated  depreciation of $665 and $521
    at June 30, 1998 and December 31, 1997,
    respectively)                                       2,970        3,086

Cable subscriber lists (net of accumulated
    amortization of  $475 and $380 at June 30,
    1998 and December 31, 1997, respectively)           1,040        1,135

Investment in joint ventures                              299          310

Other assets                                               50           48
                                                      -------      -------

     Total Assets                                     $ 8,776      $ 7,888
                                                      =======      =======

LIABILITIES AND PARTNERS' CAPITAL

Liabilities

   Accounts payable and accrued expenses              $   654      $   608
                                                      -------      -------

     Total Liabilities                                    654          608
                                                      -------      -------

Partners' Capital

   General Partner                                      2,054          (18)

   Limited Partners, 600,000 units authorized,
     528,151 units issued and 516,662 units
     outstanding at June 30, 1998 and December
     31, 1997                                           6,068        7,298
                                                      -------      -------

     Total Partners' Capital                            8,122        7,280
                                                      -------      -------

     Total Liabilities and Partners' Capital          $ 8,776      $ 7,888
                                                      =======      =======

        The accompanying notes are an integral part of these statements.


                                        2

<PAGE>





                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
               (Amounts in Thousands Except for Per Unit Amounts)
                                   (Unaudited)

                                             Three Months Ended Six Months Ended
                                                  June 30,          June 30,
                                                1998    1997      1998    1997
                                                ----    ----      ----    ----
INCOME
   Cable subscriber revenue                    $  422  $  436    $  842  $  852
   Rental income                                   61      76       131     203
   Equity in earnings from joint ventures, net      9      35        20      47
   Gain on sale of securities                      32    --          32     150
   Other income                                    44      81        74     208
                                               ------  ------    ------  ------
     Total Income                                 568     628     1,099   1,460
                                               ------  ------    ------  ------

EXPENSES
   Depreciation and amortization                  119     118       239     219
   Cable system operations                        243     232       474     501
   Lease related operating expenses                 5       8        13      22
   Management fees to General Partner
     and affiliate                                 22      23        43      53
   Reimbursed administrative costs to
     General Partner                               25      29        56      74
   Legal expense                                   69      13       110      38
   General and administrative expenses             62      44       103      81
                                               ------  ------    ------  ------
     Total Expenses                               545     467     1,038     988
                                               ------  ------    ------  ------

NET INCOME BEFORE MINORITY INTEREST                23     161        61     472

Minority interest in losses of subsidiary        --         8      --         8
                                               ------  ------    ------  ------

NET INCOME                                     $   23  $  169    $   61  $  480
                                               ======  ======    ======  ======

NET INCOME PER LIMITED
PARTNERSHIP UNIT                               $  .05  $  .32    $  .12  $  .92
                                               ======  ======    ======  ======

DISTRIBUTIONS PER LIMITED
PARTNERSHIP UNIT                               $ --    $ --      $ 2.50  $22.50
                                               ======  ======    ======  ======

ALLOCATION OF NET INCOME:
     General Partner                           $    1  $    1    $    1  $    3
     Limited Partners                              22     168        60     477
                                               ------  ------    ------  ------
                                               $   23  $  169    $   61  $  480
                                               ======  ======    ======  ======

        The accompanying notes are an integral part of these statements.


                                        3

<PAGE>




                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Amounts in Thousands)
                                   (Unaudited)
                                                           Six Months Ended
                                                               June 30,
                                                          1998         1997
                                                          ----         ----
Operating Activities:
   Net income                                          $     61      $    480
   Adjustments to reconcile net income to net
     cash provided  by operating activities:
       Depreciation and amortization                        239           219
       Gain on sale of equipment                             (9)          (23)
       Equity in earnings from joint ventures, net          (20)          (47)
       Provision for losses on accounts receivable            9             9
       Gain on sale of securities                           (32)         (150)
       Decrease in accounts receivable                       50          --
       Increase (decrease) in accounts payable and
        accrued expenses                                     46          (103)
       Increase in other assets                              (2)          (17)
       Minority interest in losses of subsidiary           --              (8)
                                                       --------      --------

       Net cash provided by operating activities            342           360
                                                       --------      --------

Investing Activities:
   Principal payments, notes receivable                       1             8
   Proceeds from sale of equipment                            9            24
   Proceeds from sale of securities                          32           150
   Distributions from joint ventures                         31            70
   Cable systems, property and equipment                    (28)          (89)
                                                       --------      --------

Net cash provided by investing activities                    45           163
                                                       --------      --------

Financing Activities:
   Contribution from General Partner                      2,072          --
   Distributions to partners                             (1,291)      (11,625)
                                                       --------      --------

Net cash provided (used) by financing activities            781       (11,625)
                                                       --------      --------

Increase (decrease) in cash and cash equivalents          1,168       (11,102)

Cash and cash equivalents, beginning of period            3,072        15,591
                                                       --------      --------

Cash and cash equivalents, end of period               $  4,240      $  4,489
                                                       ========      ========



        The accompanying notes are an integral part of these statements.


                                        4

<PAGE>




                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note 1.       General.

         The accompanying  unaudited  condensed  financial  statements have been
prepared by the  Partnership in accordance  with generally  accepted  accounting
principles, pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of Management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included. Although management believes that the disclosures are adequate to make
the information  presented not misleading,  it is suggested that these condensed
financial  statements be read in conjunction  with the financial  statements and
the notes included in the Partnership's  Financial Statement,  as filed with the
SEC in the latest annual report on Form 10-K.

         The Partnership  Agreement  stipulates the methods by which income will
be allocated to the General Partner and the limited  partners.  Such allocations
will be made using income or loss calculated under Generally Accepted Accounting
Principles  for book purposes,  which varies from income or loss  calculated for
tax purposes.

         The  calculation  of items of income and loss for book and tax purposes
may result in book basis  capital  accounts that vary from the tax basis capital
accounts. The requirement to restore any deficit capital balances by the General
Partner  will  be  determined  based  on the  tax  basis  capital  accounts.  At
liquidation  of the  Partnership,  the General  Partner's  remaining  book basis
capital  accounts  will be reduced to zero through the  allocation  of income or
loss.

         In March of 1998,  Phoenix Concept  Cablevision of Indiana,  L.L.C. , a
wholly owned  subsidiary  of the  Partnership,  entered  into an Asset  Purchase
Agreement to sell all or  substantially  all of its assets.  The closing date of
the sale had been  extended to occur on or before July 31, 1998. As of August 3,
1998,  the  closing  did  not  occur  thereby  terminating  the  Asset  Purchase
Agreement.

Note 2.       Reclassification.

         Reclassification  - Certain  1997  amounts  have been  reclassified  to
conform to the 1998 presentation.

Note 3.       Income Taxes.

         Federal  and state  income tax  regulations  provide  that taxes on the
income  or loss of the  Partnership  are  reportable  by the  partners  in their
individual income tax returns. Accordingly, no provision for such taxes has been
made in the accompanying financial statements.

Note 4.       Notes Receivable.

         Impaired Notes Receivable. At June 30, 1998, the recorded investment in
notes that are  considered  to be impaired  was  $451,000  for which the related
allowance for losses was $407,000.  The average recorded  investment in impaired
loans  during the six  months  ended  June 30,  1998 and 1997 was  approximately
$549,000 and $656,000, respectively.

                                        5

<PAGE>



         The activity in the allowance for losses on notes receivable during the
six months ended June 30, is as follows:

                                                1998            1997
                                                ----            ----
                                               (Amounts in Thousands)

            Beginning balance                  $ 604           $ 604
                 Provision for losses           --              --
                 Write downs                    (197)           --
                                               -----           -----
            Ending balance                     $ 407           $ 604
                                               =====           =====

         The Partnership  wrote-off the outstanding  note receivable  balance of
$197,000  during the three  months  ended June 30, 1998 from a cable  television
system  operator which was considered to be impaired.  This note  receivable had
been fully reserved for in a previous year.

Note 5.       Net Income (Loss) and Distributions Per Limited Partnership Unit.

         Net income and distributions per limited partnership unit were based on
the limited  partners' share of net income and  distributions,  and the weighted
average  number of units  outstanding  of 516,662 and 516,716 for the six months
ended June 30,  1998 and 1997,  respectively.  For  purposes of  allocating  net
income  (loss)  and  distributions  to  each  individual  limited  partner,  the
Partnership  allocates  net  income  (loss)  and  distributions  based upon each
respective limited partner's net capital contributions.

Note 6.       Investment in Joint Ventures.

Equipment Joint Ventures

         The aggregate  combined  financial  information of the equipment  joint
ventures is presented as follows:

                                          June 30,       December 31,
                                            1998            1997
                                            ----            ----
                                           (Amounts in Thousands)

         Assets                           $1,072          $1,055
         Liabilities                         418             409
         Partners' Capital                   654             646


                               Three Months Ended            Six Months Ended
                                    June 30,                     June 30,
                               1998         1997            1998         1997
                               ----         ----            ----         ----
                                           (Amounts in Thousands)

         Revenue             $  160       $  636          $  295       $1,192
         Expenses                74          348             154          669
         Net Income              86          288             141          523




                                        6

<PAGE>



Foreclosed Cable Systems Joint Ventures

         The aggregate  combined  financial  information of the foreclosed cable
systems joint ventures is presented as follows:

                                         June 30,       December 31,
                                           1998            1997
                                           ----            ----
                                          (Amounts in Thousands)

         Assets                           $1,973          $2,071
         Liabilities                         501             519
         Partners' Capital                 1,472           1,552

                              Three Months Ended            Six Months Ended
                                   June 30,                     June 30,
                               1998        1997            1998          1997
                               ----        ----            ----          ----
                                          (Amounts in Thousands)

         Revenue             $  180       $  260          $  433        $  505
         Expenses               244          274             513           551
         Net Loss               (64)         (14)            (80)          (46)

Note 7.       Legal Proceedings.

         On October 28, 1997 a Class Action  Complaint was filed against Phoenix
Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III L.P.,  Phoenix
Securities  Inc.  and  Phoenix  American   Incorporated   (the  "Companies")  in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fidicuary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Plaintiffs  are expected to serve an amended  complaint on August
14, 1998. Discovery has not commenced. The Companies intend to vigorously defend
the Complaint.

         During the six months ended June 30,  1998,  the  Partnership  recorded
legal expenses of approximately  $76,000 in connection with the above litigation
as indemnification to the General Partner.


                                        7

<PAGE>



                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                A CALIFORNIA LIMITED PARTNERSHIP AND SUBSIDIARIES

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


Results of Operations

         Phoenix  Leasing  Cash  Distribution  Fund III,  a  California  limited
partnership and Subsidiary (the Partnership)  reported net income of $23,000 and
$61,000  for the three and six months  ended  June 30,  1998,  respectively,  as
compared to net income of $169,000  and  $480,000  for the same periods in 1997.
The decrease in net income  during the three and six months ended June 30, 1998,
as compared to the same periods in 1997, is primarily  attributable to a decline
in total revenues.

         Total  revenues  declined by $60,000 and $361,000 for the three and six
months ended June 30, 1998, respectively, as compared to the same periods in the
prior  year.  The  decline in total  revenues  for both the three and six months
ended June 30, 1998, compared to the previous year, is attributable to decreases
in rental income,  earnings from joint  ventures and other income.  Additionally
for the six months  ended  June 30,  1998,  compared  to 1997,  the  Partnership
experienced a decrease in gain on sale of securities  which also  contributed to
reducing total revenues for that period.

         Rental income  decreased during the three and six months ended June 30,
1998 by $15,000 and $72,000, respectively, compared to the same periods in 1997.
This  decrease is the result of a reduction in the amount of equipment  owned by
the  Partnership.  The Partnership  sold equipment with an original cost of $6.9
million for the six months ended June 30, 1998, compared to $1.9 million for the
same  period  in 1997.  At June  30,  1998,  the  Partnership  owned  equipment,
excluding  the  Partnership's  pro  rata  interest  in joint  ventures,  with an
aggregate  original cost of $3.8  million,  as compared to $12.4 million at June
30, 1997.

         The decrease in earnings from joint ventures of $26,000 and $27,000 for
the three and six months ended June 30, 1998, is a result of one equipment joint
venture having sold its remaining equipment and notes receivable during the year
ended  December  31,  1997,  and one  foreclosed  cable  systems  joint  venture
incurring a loss on the sale of its cable system assets.

         The Partnership exercised and sold stock warrants during the six months
ended June 30, 1998  recognizing a gain on  securities  of $32,000,  compared to
$150,000 for the same period in 1997.  The  Partnership  has been granted  stock
warrants as part of its lease or  financing  agreements  with  certain  emerging
growth companies.

         The decrease in cash  generated  from the  Partnership's  operating and
investing  activities,   as  further  discussed  under  "Liquidity  and  Capital
Resources",  has  resulted  in a  reduction  in  interest  income  earned on the
Partnership's cash balance.  The decline in other income of $37,000 and $134,000
for the three and six months ended June 30, 1998,  respectively,  as compared to
the same periods in the prior year, is  attributable to the decrease in interest
income.

         The  increase  in legal fees of $56,000  and $72,000 for both the three
and six months  ended  June 30,  1998,  respectively,  as  compared  to the same
periods  in  1997,  is a result  of legal  costs  associated  to a Class  Action
Complaint as further discussed on Note 7.


                                        8

<PAGE>



         Because  the  Partnership  is in  it's  liquidation  stage,  it is  not
expected  that the  Partnership  will acquire any  additional  equipment for its
leasing activities or provide any further financing.  As a result, revenues from
leasing  and  financing  activities  are  expected to continue to decline as the
portfolio  is  liquidated.  The  Partnership  will  reach the end of its term on
December 31, 1998.  The  Subsidiary's  cable  operations  has become the primary
activity  of  the  Partnership.   Cable  subscriber  revenue  and  cable  system
operations  expenses  remained  relatively the same for the three and six months
ended June 30, 1998, compared to the same periods in 1997.

Liquidity and Capital Resources

         The  Partnership's   primary  source  of  liquidity  comes  from  cable
subscriber revenues. As another source of liquidity, the Partnership has entered
into contractual obligations with lessees and borrowers for fixed payment terms,
has  investments in foreclosed  cable system joint  ventures and  investments in
leasing joint ventures.

         The net cash generated by operating  activities was $342,000 during the
six months ended June 30, 1998,  as compared to $360,000  during the same period
in 1997. The decrease in net cash generated by operating  activities for the six
months ended June 30, 1998, compared to the six months ended June 30, 1997, is a
result of an increase in legal fees, a decrease in rental  income and a decrease
in interest income from the Partnership's cash accounts, as previously discussed
in "Results of Operations".  These factors which contributed to reducing the net
cash  generated  during  1998 was  partially  offset by a decrease  in  accounts
receivable  during the six months  ended June 30,  1998,  compared to 1997.  The
decrease in accounts receivable experienced during the six months ended June 30,
1998,  compared to 1997 is  attributable  to the return of a deposit made during
the fourth quarter of 1997.

         The net cash  generated by investing  activities was $45,000 during the
six months ended June 30, 1998, compared to $163,000 during the six months ended
June 30, 1997. This decrease during the six months ended June 30, 1998, compared
to 1997 is primarily due to the decline in proceeds from the sale of securities.
As previously  discussed,  the  Partnership  exercised  and sold stock  warrants
during the six months ended June 30, 1998 and 1997. As a result, the Partnership
received  proceeds from the sale of these securities of $32,000 and $150,000 for
the six months ended June 30, 1998 and 1997, respectively.

         The  decrease in net cash  generated by  investing  activities  is also
attributable  to  the  decline  in  distributions   from  joint  ventures.   The
Partnership  received  distributions  from joint ventures of $31,000 for the six
months ended June 30, 1998 compared to $70,000 for the six months ended June 30,
1997. The decline in distributions  from joint ventures for the six months ended
June 30, 1998, compared to the same period in 1997, is due to a decrease in cash
available  for  distribution  from one of the  equipment  joint  ventures.  This
equipment joint venture sold its remaining equipment and notes receivable during
the year ended December 31, 1997.

         During the three months ended June 30, 1998, the Partnership received a
capital  contribution of $2,072,000 from the General Partner in order to restore
the General Partner's tax basis deficit capital balance.

         The cash  distributed to limited  partners  during the six months ended
June 30,  1998  and 1997 was  $1,291,000  and  $11,625,000,  respectively.  As a
result,   the  cumulative  cash   distributions  to  the  limited  partners  are
$111,095,000  and $109,804,000 as of June 30, 1998 and 1997,  respectively.  The
General Partner did not receive cash  distributions  during the six months ended
June 30, 1998 and 1997. The General Partner has elected not to receive  payment,

                                        9

<PAGE>



at this time,  for its share of the cash available for  distribution  due to its
negative capital account.

         The first annual distribution was made on January 15, 1997. As a result
of the  sale of  certain  cable  television  systems  and the  settlement  of an
impaired note receivable  during 1996, the Partnership  included the excess cash
provided by these events in the January 15, 1997 distribution.

         As of June 30, 1998,  the  Partnership  owned  equipment held for lease
with an  aggregate  original  cost of  $2,032,000  and a net  book  value of $0,
compared to $3,196,000  and $0,  respectively,  as of June 30, 1997. The General
Partner is actively  engaged,  on behalf of the Partnership,  in remarketing and
selling the Partnership's off-lease portfolio.

         As the Partnership's  asset portfolio  continues to decline as a result
of the on-going  liquidation  of assets,  it is expected that the cash generated
from  operations  will also decline.  Cash  generated from leasing and financing
operations  has been and is anticipated to continue to be sufficient to meet the
Partnership's   on-going  operational  expenses.  It  is  anticipated  that  the
Partnership  will be fully  liquidated by its  termination  date of December 31,
1998.



                                       10

<PAGE>



                   PHOENIX LEASING CASH DISTRIBUTION FUND III,
                        A CALIFORNIA LIMITED PARTNERSHIP

                                  June 30, 1998

                           Part II. Other Information.
                                    -----------------


Item 1.     Legal Proceedings.

              On October 28, 1997 a Class  Action  Complaint  was filed  against
Phoenix  Leasing  Incorporated,  Phoenix  Leasing  Associates,  II and III L.P.,
Phoenix  Securities Inc. and Phoenix American  Incorporated (the "Companies") in
California  Superior Court for the County of Sacramento by eleven individuals on
behalf of investors in Phoenix Leasing Cash Distribution  Funds I through V (the
"Partnerships").  The  Companies  were served with the  Complaint on December 9,
1997. The Complaint  seeks  declaratory and other relief  including  accounting,
receivership,  imposition of  constructive  trust and judicial  dissolution  and
winding up of the Partnerships,  and damages based on fraud, breach of fidicuary
duty and  breach  of  contract  by the  Companies  as  general  partners  of the
Partnerships.  Plaintiffs  are expected to serve an amended  complaint on August
14, 1998. Discovery has not commenced. The Companies intend to vigorously defend
the Complaint.

Item 2.     Changes in Securities.  Inapplicable

Item 3.     Defaults Upon Senior Securities.  Inapplicable

Item 4.     Submission of Matters to a Vote of Securities Holders.  Inapplicable

Item 5.     Other Information.  Inapplicable

Item 6.     Exhibits and Reports on 8-K:

            a)  Exhibits:

                (27)       Financial Data Schedule

            b)  Reports on 8-K: None



                                       11

<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                     PHOENIX LEASING CASH DISTRIBUTION FUND III,
                                     -------------------------------------------
                                         A CALIFORNIA LIMITED PARTNERSHIP
                                         --------------------------------
                                                  (Registrant)


     Date                          Title                        Signature
     ----                          -----                        ---------



August 12, 1998          Executive Vice President,          /S/ GARY W. MARTINEZ
---------------          Chief Operating Officer            --------------------
                         and a Director of                  (Gary W. Martinez)
                         Phoenix Leasing Incorporated
                         General Partner


August 12, 1998          Chief Financial Officer,           /S/ HOWARD SOLOVEI
---------------          Treasurer and a Director of        --------------------
                         Phoenix Leasing Incorporated       (Howard Solovei)
                         General Partner


August 12, 1998          Senior Vice President,             /S/ BRYANT J. TONG
---------------          Financial Operations               --------------------
                         (Principal Accounting Officer)     (Bryant J. Tong)
                         and a Director of
                         Phoenix Leasing Incorporated
                         General Partner









                                       12