REAL ESTATE ASSOCIATES LTD/CA
8-K, 1998-10-27
OPERATORS OF NONRESIDENTIAL BUILDINGS
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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) October 26, 1998


                       Real Estate Associates Limited III
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

 
California                       000-10673                           95-3547611
(State or Other                 (Commission                    (I.R.S. Employer
Jurisdiction of                File Number)                      Identification
incorporation)                                                             No.)





            9090 Wilshire Boulevard, Beverly Hills, California 90211
- -------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)



       (Registrant's Telephone Number, Including Area Code) (310) 278-2191



- -------------------------------------------------------------------------------
         (Former Name or Former Address, If Changed Since Last Report.)



766782.2

<PAGE>



ITEM 5.  Other Events.

         Real Estate Associates Limited III, a California limited partnership
(the "Registrant"), is filing this Current Report on Form 8-K in connection with
issuance of a press release on October 26, 1998 regarding the approval by a
majority-in-interest of the limited partners of the Registrant to the sale of
certain properties and the termination of the consent solicitation period
regarding the sale.

ITEM 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c)  Exhibits.

Exhibit  Description
- -------  -----------

1        Press Release, dated October 26, 1998.



766782.2
                                        2

<PAGE>



                                   SIGNATURES

         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.


                       REAL ESTATE ASSOCIATES LIMITED III,
                          California Limited Partnership


                          By:  NATIONAL PARTNERSHIP INVESTMENT
                               CORP., a California Corporation,
                               a General Partner



                                By:       /s/ Henry C. Casden
                                   --------------------------------------------
                                   Name:   Henry C. Casden
                                   Title:  Senior Executive Vice President



Date:  October 26, 1998


766782.2
                                     3

<PAGE>


EXHIBIT INDEX                 Exhibit 1
                              ---------


766782.2
                                        4

<PAGE>




                     NATIONAL PARTNERSHIP INVESTMENTS CORP.
                          9090 WILSHIRE BOULEVARD, #201
                             BEVERLY HILLS, CA 90211



FOR IMMEDIATE RELEASE
- ---------------------
                                               Contact:
                                               Pat Toy
                                               National Partnership Investments
                                               (800) 666-6274
                                               Ellen A. Gulczynski
                                               MacKenzie Partners, Inc.
                                               (212) 929-5500

          NATIONAL PARTNERSHIP INVESTMENTS CORP. ANNOUNCES APPROVAL OF
         PROPOSED SALES AND TERMINATION OF SOLICITATION PERIOD BY EIGHT
                              LIMITED PARTNERSHIPS

         Beverly Hills, California - October 26, 1998 - National Partnership
Investments Corp. managing general partner of certain real estate limited
partnerships, announced today that it had obtained consent of a
majority-in-interest of the limited partners of the following partnerships (the
"Partnerships") to the proposed sales of certain of the Partnerships'
properties:

                  Real Estate Associates Limited 
                  Real Estate Associates Limited II 
                  Real Estate Associates Limited III 
                  Real Estate Associates Limited IV 
                  Real Estate Associates Limited V 
                  Real Estate Associates Limited VI 
                  Real Estate Associates Limited VII
                  Housing Programs Limited

As described in the consent solicitation materials previously distributed to the
limited partners of the Partnerships, each Partnership's proposed sale was
conditioned upon the prior approval of a majority-in-interest of such
Partnership's limited partners. Because the required consents have been
obtained, the managing general partner has terminated the solicitation periods
for each of the Partnerships.

                                      # # #


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