COMMUNITY INVESTMENT PARTNERS III LP LLP
N-54A, 1997-08-26
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                   FORM N-54A

             NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55
             THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
                      PURSUANT TO SECTION 54(a) OF THE ACT

     The undersigned business development company hereby notifies the
Securities and Exchange Commission that it elects, pursuant to the provisions
of Section 54(a) of the Investment Company Act of 1940 (the "Act"), to be
subject to the provisions of Sections 55 through 65 of the Act and, in
connection with such notification of election, submits the following
information:


Name: Community Investment Partners III L.P., LLLP

Address of Principal Business Office:

     12555 Manchester Road
     St. Louis, Missouri  63131


Telephone Number:  (314) 515-2000


Name and address of agent for service of process:

     Daniel A. Burkhardt
     Edward D. Jones & Co., L.P.
     12555 Manchester Road
     St. Louis, Missouri  63131


Check one of the following:

[x]     The company has filed a registration statement for a class of equity
securities pursuant to Section 12 of the Securities Exchange Act of 1934.  The
Registration Statement on Form 8-A was filed on August 26, 1997.
                                                       

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[ ]     The company is relying on Rule 12g-2 under the Securities Exchange Act 
of 1934 in lieu of filing a registration statement for a class of equity
securities under that Act.

                The file number of the registration as an investment company 
pursuant to Section 8(a) of the Act, if any, of the company:

                Not applicable.

                The undersigned company certifies that it is a closed-end 
company organized under the laws of the State of Missouri and with its
principal place of business in the State of Missouri; that it will be operated
for the purpose of making investments in securities described in Sections
55(a)(1) through (3) of the Investment Company Act of 1940; and that it will
make available significant managerial assistance with respect to issuers of
such securities to the extent required by the Act.
        
                Pursuant to the requirements of the Act, the undersigned 
company has caused this Notification of Election to be Subject to Sections 55 
through 65 of the Investment Company Act of 1940 to be duly signed on its 
behalf in the City of Des Peres and State of Missouri on the 26th day of 
August, 1997.



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                          COMMUNITY INVESTMENT PARTNERS III L.P., LLLP


                                By:  CIP Management L.P., LLLP,
                                     its Managing General Partner

                                By:  CIP Management, Inc.,
                                     its Managing General Partner

                                     By:  /s/ Daniel A. Burkhardt
                                          ----------------------------
                                              Daniel A. Burkhardt
                                              President




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