COMMUNITY INVESTMENT PARTNERS III LP LLP
8-K, 2000-05-11
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                 SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                              FORM 8-K

                           CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2000

              COMMUNITY INVESTMENT PARTNERS III L.P., LLLP
         (Exact name of registrant as specified in its charter)

<TABLE>
<S>                              <C>                         <C>
           MISSOURI                     000-23037                     43-1790352
 (State or other jurisdiction    (Commission File Number)    (IRS Employer Identification
      of incorporation)                                                 Number)
</TABLE>

12555 Manchester Road
St. Louis, Missouri                                          63131
(Address of principal executive offices)                  (Zip Code)


Registrant's telephone number, including area code      (314) 515-2000




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Item 4.  Changes in Registrant's Certifying Accountant

On February 17, 2000, the Partnership informed PricewaterhouseCoopers
LLP of its dismissal as the Partnership's principal accountant effective
upon completion of the December 31, 1999 audit.  On May 4, 2000 the
services with respect to the December 31, 1999 audit were completed and
the dismissal of PricewaterhouseCoopers LLP became effective.  The
decision to dismiss PricewaterhouseCoopers LLP was recommended by the
Partnership's independent general partners and approved by the general
partners at the last annual meeting of the general partners.

PricewaterhouseCoopers LLP's reports on the financial statements for the
years ended December 31, 1999 and 1998 did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles.  In connection
with its audits for the two most recent fiscal years and through May 4,
2000, there have been no disagreements with PricewaterhouseCoopers LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of PricewaterhouseCoopers LLP would have
caused them to make reference thereto in their report on the financial
statements for such years.




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Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a.) Not applicable
(b.) Not applicable
(c.) The following exhibits are filed with this report:

Exhibit No.       Description
- -----------       -----------

16                Letter from PricewaterhouseCoopers LLP regarding the
                  change in certifying accountant.




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                             SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                     COMMUNITY INVESTMENT PARTNERS III, L.P., LLLP
                     BY: CIP Management, L.P., LLLP, Managing General Partner
                     BY: CIP Management, Inc., its general partner

May 4, 2000          /s/ Daniel A. Burkhardt
                         -------------------
                     Daniel A. Burkhardt
                     President



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               [letterhead of PricewaterhouseCoopers LLP]


May 10, 2000



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Community Investment Partners II, L.P. and
Community Investment Partners III L.P., LLLP (copies attached), which we
understand will be filed with the Commission, pursuant to Item 4 of Form 8-K,
as part of the Company's Form 8-K report dated May 4, 2000. We agree with the
statements concerning our Firm in such Form 8-K.

Very truly yours,



/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


cc: Mr. Daniel A. Burkhardt
    CIP Management, L.P.
    Edward D. Jones & Co.
    12555 Manchester Road
    St. Louis, Missouri 63131

    Ms. Janan Mueller
    CIP Management, L.P.
    Edward D. Jones & Co.
    12555 Manchester Road
    St. Louis, Missouri 63131



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