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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
COMMUNITY INVESTMENT PARTNERS III L.P., LLLP
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(Exact name of registrant as specified in its charter)
Missouri 43-1790352
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
12555 Manchester Road
St. Louis, Missouri 63131 63043
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(Address of Principal (Zip Code)
Executive Offices)
If this Form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective prusuant to
General Instruction A(c), check the followings box. [ ]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A(d), check the following box. [X]
Securities Act registration statements file number to which this form
relates: 333- .
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Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Each Class to on Which Each Class is
be so Registered to be Registered
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None None
Securities to be Registered Pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
The Registrant proposes to issue and sell up to 200,000 Units of Limited
Partnership Interest after the securities have been registered under the
Securities Act of 1933, as amended.
The description of Registrant's Units of Limited Partnership Interest
appearing under the captions "Partnership Distributions and Allocations,"
"Transferability of Units" and "Summary of the Partnership Agreement" in the
Prospectus included in its Registration Statement on Form N-2 under the
Securities Act of 1933, is incorporated herein by reference in accordance with
the Instructions in Item 1.
Item 2. Exhibits
1. (a) Form of Amended and Restated Agreement of Limited
Partnership of Community Investment Partners III L.P.,
LLLP filed as Exhibit 99.2A to the Registrant's
Registration Statement on Form N-2, is incorporated
herein by reference in accordance with Rule 12b-32
under the Securities Exchange Act of 1934, as amended.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
COMMUNITY INVESTMENT PARTNERS, L.P.
By: CIP Management, L.P.
its Managing General Partner
By: CIP Management, Inc.
its Managing General Partner
By: /s/ Daniel A. Burkhardt
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Daniel A. Burkhardt, President
Dated: August 26, 1997
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