NATIONAL PROPERTY INVESTORS III
8-K, 1998-11-17
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                           FORM 8-K - CURRENT REPORT

                                 UNITED STATES
                       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:  November 10, 1998


                        NATIONAL PROPERTY INVESTORS III
             (Exact name of registrant as specified in its charter)



              California               0-9567                13-2974428
    (State or other jurisdiction     (Commission          (I.R.S. Employer
         of incorporation or         File Number)          Identification
            organization)                                      Number)



                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of Principal Executive Office)

       Registrant's telephone number, including area code (864) 239-1000

                                      N/A
                 (Former address, if changed since last report)


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

As of November 10, 1998, Imowitz Koenig & Co., LLP, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of National Property Investors III (the "Registrant" or the "Partnership"), was
dismissed.

The audit reports of Imowitz Koenig & Co., LLP, on the financial statements of
the Partnership as of and for the years ended December 31, 1997 and 1996, did
not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was recommended by the Managing General
Partner of the Partnership.

During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the former
accountant 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 the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report. In addition, there have been no "reportable events" (as defined in
paragraph (a)(1)(iv)(B) of Item 304 of regulation S-B) during the periods noted
above.

The Registrant has provided a copy of this disclosure to the former accountant,
and the Registrant requested that the former accountant furnish the Registrant
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Registrant, and, if not,
stating the respects in which it does not agree.  A copy of the former
accountant's response indicating agreement is included as an exhibit to this
report.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

       (c)  Exhibits

            16.  Letter dated November 11, 1998, from the Registrant's former
                 independent accountant regarding its concurrence with the
                 statements made by the Registrant in this Current Report.


                                   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 thereunto duly authorized.


                               NATIONAL PROPERTY INVESTORS III

                               By:          NPI EQUITY INVESTMENTS, INC.
                                            Its Managing General Partner


                               By:          /s/Patrick Foye           
                                            Patrick Foye
                                            Executive Vice President


                               Date:        November 16, 1998


                                                                      Exhibit 16





November 11, 1998




Securities and Exchange Commission
450 5th Street, N.W.
Washington, DC 20549

RE:  National Property Investors III
     Commission File Number: 0-9567

Gentlemen:

We have read and agree with the comments in Item 4 of Form 8-K of National
Property Investors III dated November 10, 1998.


                         Very truly yours,



                         /s/Imowitz Koenig & Co., LLP
                         New York, New York



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