NATIONAL PROPERTY INVESTORS III
10QSB, 2000-05-12
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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     FORM 10-QSB--QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                        Quarterly or Transitional Report

                      U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the quarterly period ended March 31, 2000


[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934


                For the transition period from _________to _________

                          Commission file number 0-9567

                          NATIONAL PROPERTY INVESTORS III
         (Exact name of small business issuer as specified in its charter)


         California                                         13-2974428
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                          55 Beattie Place, PO Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days. Yes X No___

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

a)

                         NATIONAL PROPERTY INVESTORS III
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                          (in thousands, except unit data)

                                 March 31, 2000
<TABLE>
<CAPTION>

Assets
<S>                                                                         <C>
   Cash and cash equivalents                                                $ 2,476
   Receivables and deposits                                                     378
   Restricted escrows                                                           588
   Other assets                                                                 707
   Investment properties:
       Land                                                  $  3,023
       Buildings and related personal property                 35,104
                                                               38,127
       Less accumulated depreciation                          (26,027)       12,100
                                                                           $ 16,249

Liabilities and Partners' Deficit
Liabilities
   Accounts payable                                                          $  168
   Tenant security deposit liabilities                                          189
   Accrued property taxes                                                       758
   Other liabilities                                                            418
   Mortgage notes payable                                                    27,051

Partners' Deficit
   General partner                                            $  (267)
   Limited partners (48,049 units
      issued and outstanding)                                 (12,068)      (12,335)
                                                                           $ 16,249
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

b)

                         NATIONAL PROPERTY INVESTORS III
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                          (in thousands, except unit data)


                                                          Three Months Ended
                                                              March 31,
                                                          2000           1999
Revenues:
   Rental income                                        $ 2,066        $ 2,072
   Other income                                             134             75
       Total revenues                                     2,200          2,147

Expenses:
   Operating                                                852            736
   General and administrative                               140             64
   Depreciation                                             392            354
   Interest                                                 521            481
   Property taxes                                           187            189
       Total expenses                                     2,092          1,824

Net income                                               $  108          $ 323

Net income allocated to general partner (1%)              $   1            $ 3
Net income allocated to limited partners (99%)              107            320

                                                         $  108          $ 323

Net income per limited partnership unit                 $  2.23         $ 6.66

Distributions per limited partnership unit              $ 71.07           $ --

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

c)

                          NATIONAL PROPERTY INVESTORS III
               CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT
                                   (Unaudited)
                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General     Limited
                                      Units       Partner     Partners      Total

<S>                                   <C>           <C>       <C>         <C>
Original capital contributions        48,049        $   1     $ 24,025    $ 24,026

Partners' deficit at
   December 31, 1999                  48,049     $   (258)    $ (8,760)   $ (9,018)

Net income for the three months
   ended March 31, 2000                   --            1          107         108

Distributions to partners                 --          (10)      (3,415)     (3,425)

Partners' deficit at
   March 31, 2000                     48,049      $  (267)    $(12,068)   $(12,335)
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

d)
                         NATIONAL PROPERTY INVESTORS III
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                       March 31,
                                                                  2000          1999
Cash flows from operating activities:
<S>                                                              <C>           <C>
  Net income                                                     $  108        $ 323
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Depreciation                                                  392          354
      Amortization of loan costs                                     24           24
      Change in accounts:
        Receivables and deposits                                     20         (426)
        Other assets                                                (18)         196
        Accounts payable                                              5          (44)
        Tenant security deposit liabilities                          12           11
        Accrued property taxes                                      114          132
        Other liabilities                                             8           14
          Net cash provided by operating activities                 665          584

Cash flows from investing activities:
  Property improvements and replacements                           (362)         (96)
  Net withdrawals from restricted escrows                           132           33
          Net cash used in investing activities                    (230)         (63)

Cash flows from financing activities:
  Payments on mortgage notes payable                                (42)         (21)
  Loan costs paid                                                   (69)          --
  Distributions to partners                                      (3,425)          --
          Net cash used in financing activities                  (3,536)         (21)

Net (decrease) increase in cash and cash equivalents             (3,101)         500

Cash and cash equivalents at beginning of period                  5,577        1,243
Cash and cash equivalents at end of period                      $ 2,476      $ 1,743

Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  497        $ 457
</TABLE>

At  December  31,  1999 and  March  31,  2000,  accounts  payable  and  property
improvements and replacements were adjusted by approximately $135,000.

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

e)
                         NATIONAL PROPERTY INVESTORS III
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

Note A - Basis of Presentation

The  accompanying   unaudited  consolidated  financial  statements  of  National
Property Investors III (the "Partnership" or "Registrant") have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information  and  with the  instructions  to Form  10-QSB  and  Item  310(b)  of
Regulation  S-B.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial  statements.  In the  opinion of NPI Equity  Investments,  Inc.  ("NPI
Equity" or the "Managing  General  Partner"),  all  adjustments  (consisting  of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Operating results for the three months ended March 31, 2000, are
not  necessarily  indicative  of the results that may be expected for the fiscal
year  ending  December  31,  2000.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Partnership's  Annual  Report on Form 10-KSB for the fiscal year ended  December
31, 1999.

Principles of Consolidation

The  Partnership's   financial  statements  include  the  accounts  of  National
Pinetree,  LP, of which the Partnership owns a 99% limited partnership interest,
and of Summerwalk NPI III, LP, of which the  Partnership  owns a 99.9% interest.
The  Partnership  has the ability to control the major  operating  and financial
policies of these  partnerships.  All  interpartnership  transactions  have been
eliminated.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into Apartment  Investment and Management Company  ("AIMCO"),  a publicly
traded real estate investment trust, with AIMCO being the surviving  corporation
(the "Insignia Merger").  As a result, AIMCO acquired 100% ownership interest in
the Managing General Partner. The Managing General Partner does not believe that
this  transaction  has had or will have a  material  effect on the  affairs  and
operations of the Partnership.

Note C - Transactions with Affiliated Parties

The  Partnership  has no employees  and is  dependent  on the  Managing  General
Partner  and  its  affiliates  for  the  management  and  administration  of all
partnership  activities.  The  Partnership  Agreement  provides  for payments to
affiliates for services and as  reimbursement  of certain  expenses  incurred by
affiliates on behalf of the Partnership.

The following  transactions with the Managing General Partner and its affiliates
were incurred during the three months ended March 31, 2000 and 1999:

                                                                  2000      1999
                                                                  (in thousands)

 Property management fees (included in operating expenses)        $115      $106
 Reimbursement for services of affiliates (included in
   investment properties and general and administrative
   expenses)                                                        46        42
 Partnership management fee (included in general and
   administrative  expenses)                                        85        --

During  the three  months  ended  March 31,  2000 and  1999,  affiliates  of the
Managing  General Partner were entitled to receive 5% of gross receipts from the
Partnership's   properties  for  providing  property  management  services.  The
Partnership paid to such affiliates  approximately $115,000 and $106,000 for the
three months ended March 31, 2000 and 1999, respectively.

Affiliates  of  the  Managing   General  Partner  received   reimbursements   of
accountable  administrative  expenses  amounting  to  approximately  $46,000 and
$42,000 for the three months ended March 31, 2000 and 1999, respectively.

For services relating to the  administration of the Partnership and operation of
the  Partnership's  properties,  the  Managing  General  Partner is  entitled to
receive payment for the non-accountable expenses up to a maximum of $100,000 per
year  based  upon the  number of  Partnership  units  sold,  subject  to certain
limitations.  The Managing General Partner received approximately $85,000 during
the three months ended March 31, 2000 in connection with the  distribution  paid
to the  partners.  No such fee was paid during the three  months ended March 31,
1999.

The Managing  General Partner has extended to the Partnership a $300,000 line of
credit.  At the present time, the  Partnership  has no  outstanding  amounts due
under this line of credit.  Based on present plans, the Managing General Partner
does not anticipate  the need to borrow in the near future.  Other than cash and
cash equivalents,  the line of credit is the Partnership's only unused source of
liquidity.

AIMCO and its affiliates  currently own 33,198 limited  partnership units in the
Partnership  representing  69.09% of the  outstanding  units.  A number of these
units were acquired  pursuant to tender offers made by AIMCO or its  affiliates.
It is possible  that AIMCO or its  affiliates  will make one or more  additional
offers to acquire  additional limited  partnership  interests in the Partnership
for cash or in exchange for units in the operating  partnership of AIMCO.  Under
the  Partnership  Agreement,  unitholders  holding a  majority  of the Units are
entitled to take action with respect to a variety of matters. As a result of its
ownership  of  69.09%  of the  outstanding  units,  AIMCO  is in a  position  to
influence all voting  decisions with respect to the  Registrant.  When voting on
matters,  AIMCO would in all  likelihood  vote the Units it acquired in a manner
favorable  to the  interest of the  Managing  General  Partner  because of their
affiliation with the Managing General Partner. However, DeForest Ventures II LP,
from whom IPLP acquired its Units,  had agreed for the benefit of  non-tendering
unit  holders,  that it would vote its Units  acquired on January 19, 1996,  (i)
against any increase in compensation  payable to the Managing General Partner or
to affiliates;  and (ii) on all other matters submitted by it or its affiliates,
in  proportion to the vote cast by non  tendering  unit holders.  Except for the
foregoing,  no other  limitations  are imposed on IPLP's right to vote each Unit
acquired.

Note D - Distributions

During the three  months  ended  March 31,  2000,  the  Partnership  distributed
approximately $3,425,000 (approximately $3,415,000 to limited partners or $71.07
per  limited  partnership  unit).  This  distribution  represents  approximately
$2,482,000  to the limited  partners  ($51.65 per limited  partnership  unit) of
refinance   proceeds  from  Pinetree   Apartments  and  approximately   $943,000
(approximately  $933,000 to limited  partners or $19.42 per limited  partnership
unit) of cash flow from operations.

There were no distributions during the three months ended March 31, 1999.

Note E - Segment Information

Description  of the types of products  and  services  from which the  reportable
segment derives its revenues:

The  Partnership  has  one  reportable  segment:   residential  properties.  The
Partnership's   residential   property   segment  consists  of  three  apartment
complexes,  one of which is located in each of  Illinois,  North  Carolina,  and
Florida.  The  Partnership  rents  apartment units to tenants for terms that are
typically twelve months or less.

Measurement of segment profit or loss:

The  Partnership  evaluates  performance  based on segment  profit (loss) before
depreciation.  The accounting policies of the reportable segment are the same as
those of the Partnership as described in the Partnership's Annual Report on Form
10-KSB for the year ended December 31, 1999.

Factors management used to identify the enterprise's reportable segment:

The  Partnership's  reportable  segment  consists of investment  properties that
offer similar products and services.  Although each of the investment properties
is  managed  separately,  they have been  aggregated  into one  segment  as they
provide services with similar types of products and customers.

Segment  information  for the three month periods ended March 31, 2000 and 1999,
is shown in the  tables  below  (in  thousands).  The  "Other"  column  includes
Partnership administration related items and income and expense not allocated to
the reportable segment.

                 2000                   Residential      Other       Totals

Rental income                             $ 2,066        $  --     $ 2,066
Other income                                  110           24         134
Interest expense                              521           --         521
Depreciation                                  392           --         392
General and administrative expense             --          140         140
Segment profit (loss)                         224         (116)        108
Total assets                               15,695          554      16,249
Capital expenditures for investment
  properties                                  227           --         227


                 1999                  Residential      Other      Totals

Rental income                            $ 2,072        $  --     $ 2,072
Other income                                  74            1          75
Interest expense                             481           --         481
Depreciation                                 354           --         354
General and administrative expense            --           64          64
Segment profit (loss)                        386          (63)        323
Total assets                              14,723           133     14,856
Capital expenditures for investment
  properties                                  96            --         96

Note F - Legal Proceedings

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Note B - Transfer  of  Control").  The  plaintiffs  seek  monetary  damages and
equitable relief, including judicial dissolution of the Partnership. On June 25,
1998,  the Managing  General  Partner  filed a motion  seeking  dismissal of the
action.  In lieu of  responding  to the  motion,  the  plaintiffs  have filed an
amended  complaint.  The Managing General Partner filed demurrers to the amended
complaint which were heard February 1999.  Pending the ruling on such demurrers,
settlement negotiations commenced. On November 2, 1999, the parties executed and
filed a  Stipulation  of  Settlement,  settling  claims,  subject to final court
approval, on behalf of the Partnership and all limited partners who own units as
of November 3, 1999.  Preliminary  approval of the  settlement  was  obtained on
November 3, 1999 from the Superior Court of the State of  California,  County of
San Mateo, at which time the Court set a final approval hearing for December 10,
1999.  Prior to the  December  10,  1999  hearing  the  Court  received  various
objections to the settlement,  including a challenge to the Court's  preliminary
approval based upon the alleged lack of authority of class  plaintiffs'  counsel
to enter the settlement.  On December 14, 1999, the Managing General Partner and
its affiliates terminated the proposed settlement. Certain plaintiffs have filed
a motion to  disqualify  some of the  plaintiffs'  counsel  in the  action.  The
Managing  General  Partner does not anticipate  that costs  associated with this
case will be material to the Partnership's overall operations.

The  Partnership is unaware of any other pending or outstanding  litigation that
is not of a routine nature arising in the ordinary course of business.

<PAGE>

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The  matters  discussed  in this Form  10-QSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-QSB  and the  other  filings  with the
Securities and Exchange  Commission made by the  Partnership  from time to time.
The  discussion  of  the  Partnership's  business  and  results  of  operations,
including  forward-looking  statements pertaining to such matters, does not take
into  account  the  effects of any  changes to the  Partnership's  business  and
results of operation.  Accordingly,  actual results could differ materially from
those  projected in the  forward-looking  statements  as a result of a number of
factors, including those identified herein.

The Partnership's  investment  properties consist of three apartment  complexes.
The following table sets forth the average  occupancy for each of the properties
for both of the three months ended March 31, 2000 and 1999:

                                                  Average Occupancy
      Property                                     2000       1999

      Lakeside Apartments                           94%        92%
         Lisle, Illinois
      Pinetree Apartments                           94%        96%
         Charlotte, North Carolina
      Summerwalk Apartments                         91%        98%
         Winter Park, Florida (1)

(1)   The  Managing  General  Partner  attributes  the  decrease in occupancy at
      Summerwalk  Apartments  to the July 1999 fire that  destroyed one building
      consisting  of eight  units as well as  tenant  move-outs  in  surrounding
      buildings due to the construction which is currently in process.

Results of Operations

The  Partnership's  net income for the three  months  ended  March 31,  2000 was
approximately  $108,000 compared to net income of approximately $323,000 for the
three months ended March 31, 1999.  The decrease in net income is primarily  due
to an  increase  in total  expenses  partially  offset by an  increase  in total
revenues.  The  increase in total  expenses is due to an increase in  operating,
general and administrative, depreciation, and interest expenses. The increase in
operating  expense  is  primarily  due to  general  increases  in  property  and
maintenance  costs  at all  of  the  Partnership's  investment  properties.  The
increase  in general  and  administrative  expense is due to an  increase in the
Partnership  management  fee  relating  to the  2000  distributions  made to the
partners.  The increased  depreciation  expense is the result of the addition of
capital assets during the past twelve months.  The increase in interest  expense
is due to the  refinancing of Pinetree  Apartments  with a larger portion of the
monthly debt service payment being allocated to interest.  The increase in total
revenues is primarily due to an increase in other income.  The increase in other
income is primarily due to an increase in interest income, as a result of larger
interest  bearing cash  accounts and an increase in lease  cancellation  fees at
Summerwalk Apartments.

Included in general and administrative expenses for the three months ended March
31, 2000 and 1999, are  reimbursements  to the Managing  General Partner allowed
under  the  Partnership   Agreement   associated  with  its  management  of  the
Partnership.  Also included are  Partnership  management  fees  associated  with
non-accountable fees allowed with distributions.  In addition,  costs associated
with the  quarterly and annual  communications  with  investors  and  regulatory
agencies and the annual audit  required by the  Partnership  Agreement  are also
included.

As part of the ongoing  business plan of the  Partnership,  the Managing General
Partner monitors the rental market  environment of its investment  properties to
assess the feasibility of increasing rents,  maintaining or increasing occupancy
levels and protecting  the  Partnership  from increases in expenses.  As part of
this plan, the Managing General Partner attempts to protect the Partnership from
the burden of  inflation-related  increases in expenses by increasing  rents and
maintaining a high overall  occupancy  level.  However,  due to changing  market
conditions,  which  can  result  in the use of  rental  concessions  and  rental
reductions to offset softening market conditions, there is no guarantee that the
Managing General Partner will be able to sustain such a plan.

Capital Resources and Liquidity

At  March  31,  2000,  the  Partnership   had  cash  and  cash   equivalents  of
approximately  $2,476,000 as compared to  approximately  $1,743,000 at March 31,
1999.  For the three  months  ended March 31,  2000,  cash and cash  equivalents
decreased  approximately  $3,101,000 from the Partnership's  year ended December
31, 1999.  The  decrease in cash and cash  equivalents  is due to  approximately
$3,536,000 of cash used in financing  activities and  approximately  $230,000 of
cash used in investing activities, partially offset by approximately $665,000 of
cash  provided  by  operating  activities.  Cash  used in  investing  activities
consists of  property  improvements  and  replacements  partially  offset by net
withdrawals from restricted  escrows  maintained by the mortgage  lenders.  Cash
used in financing  activities  consists of distributions  to the partners,  loan
costs paid, and payments of principal made on the mortgages encumbering Pinetree
and Summerwalk Apartments.  The Partnership invests its working capital reserves
in a money market account.

The Managing  General Partner has extended to the Partnership a $300,000 line of
credit.  At the present time, the  Partnership  has no  outstanding  amounts due
under this line of credit.  Based on present plans, the Managing General Partner
does not anticipate  the need to borrow in the near future.  Other than cash and
cash equivalents,  the line of credit is the Partnership's only unused source of
liquidity.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state and local legal and regulatory requirements.  Capital improvements planned
for each of the Partnership's properties are detailed below.

Lakeside Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $62,000 of capital improvements at Lakeside Apartments consisting
primarily of furniture and fixture enhancements,  water heater replacements, and
appliance  replacements.  These  improvements  were funded from  operating  cash
flows.  Approximately  $354,000 has been  budgeted for capital  improvements  at
Lakeside for the year 2000 consisting primarily of floor covering  replacements,
appliance  replacement,  furniture and fixtures,  and  structural  improvements.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Pinetree Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately  $43,000 of capital improvements at Pinetree Apartments consisting
of structural improvements, exterior painting, appliance replacements, and major
landscaping.   These   improvements  were  funded  from  operating  cash  flows.
Approximately  $125,000 has been budgeted for capital  improvements  at Pinetree
Apartments for the year 2000  consisting  primarily of structural  improvements,
floor covering replacements,  roof replacements,  and wallcoverings.  Additional
improvements may be considered and will depend on the physical  condition of the
property as well as replacement  reserves and anticipated cash flow generated by
the property.

Summerwalk Apartments

During  the  three  months  ended  March 31,  2000,  the  Partnership  completed
approximately   $122,000  of  capital  improvements  at  Summerwalk   Apartments
consisting of structural improvements,  electrical upgrades,  lighting fixtures,
and floor covering replacements. These improvements were funded from replacement
reserves and operating cash flows.  Approximately  $99,000 has been budgeted for
capital  improvements  at  Summerwalk  Apartments  for the year 2000  consisting
primarily  of  floor  covering  replacement,  appliance  replacements,  and HVAC
replacements.  Additional  improvements may be considered and will depend on the
physical  condition  of  the  property  as  well  as  replacement  reserves  and
anticipated cash flow generated by the property.

The additional  capital  expenditures will be incurred only if cash is available
from operations or from Partnership  reserves.  To the extent that such budgeted
capital improvements are completed,  the Partnership's  distributable cash flow,
if any, may be adversely affected at least in the short term.

The Partnership's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Partnership.  The mortgage
indebtedness  of  approximately   $27,051,000   encumbering  the   Partnership's
properties are being  amortized over varying  periods with balloon  payments due
over periods  ranging from November 2003 to November 2019. The Managing  General
Partner will attempt to refinance  such remaining  indebtedness  and/or sell the
properties prior to such maturity dates. If the properties  cannot be refinanced
or  sold  for a  sufficient  amount,  the  Partnership  will  risk  losing  such
properties through foreclosure.

During the three  months  ended  March 31,  2000,  the  Partnership  distributed
approximately $3,425,000 (approximately $3,415,000 to limited partners or $71.07
per  limited  partnership  unit).  This  distribution  represents  approximately
$2,482,000  to the limited  partners  ($51.65 per limited  partnership  unit) of
refinance   proceeds  from  Pinetree   Apartments  and  approximately   $943,000
(approximately   $933,000  to  the  limited   partners  or  $19.42  per  limited
partnership unit) of cash flow from operations.  The Partnership's  distribution
policy is reviewed on a semi-annual basis. Future cash distributions will depend
on the levels of net cash generated from  operations,  the  availability of cash
reserves, and the timing of debt maturities, refinancings and/or property sales.
There  can  be  no  assurance,  however,  that  the  Partnership  will  generate
sufficient funds from operations  after required capital  improvements to permit
further distributions to its partners during the remainder of 2000 or subsequent
periods.

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

In March 1998, several putative unit holders of limited partnership units of the
Partnership  commenced an action  entitled  Rosalie  Nuanes,  et al. v. Insignia
Financial  Group,  Inc., et al. in the Superior Court of the State of California
for the County of San Mateo. The plaintiffs  named as defendants,  among others,
the  Partnership,  the Managing  General Partner and several of their affiliated
partnerships  and corporate  entities.  The action  purports to assert claims on
behalf of a class of limited  partners and derivatively on behalf of a number of
limited  partnerships  (including  the  Partnership)  which are named as nominal
defendants,  challenging  the  acquisition  by Insignia  Financial  Group,  Inc.
("Insignia")  and  entities  which  were,  at one time,  affiliates  of Insignia
("Insignia  Affiliates") of interests in certain general partner entities,  past
tender offers by Insignia  Affiliates to acquire limited  partnership units, the
management of partnerships  by Insignia  Affiliates and the Insignia Merger (see
"Part 1 - Financial Information, Item 1. Financial Statements, Note B - Transfer
of  Control").  The  plaintiffs  seek  monetary  damages and  equitable  relief,
including  judicial  dissolution  of the  Partnership.  On June  25,  1998,  the
Managing General Partner filed a motion seeking dismissal of the action. In lieu
of responding to the motion, the plaintiffs have filed an amended complaint. The
Managing  General  Partner filed  demurrers to the amended  complaint which were
heard  February  1999.   Pending  the  ruling  on  such  demurrers,   settlement
negotiations  commenced.  On November 2, 1999, the parties  executed and filed a
Stipulation of Settlement,  settling claims, subject to final court approval, on
behalf of the Partnership and all limited  partners who own units as of November
3, 1999. Preliminary approval of the settlement was obtained on November 3, 1999
from the  Superior  Court of the State of  California,  County of San Mateo,  at
which time the Court set a final approval  hearing for December 10, 1999.  Prior
to the December 10, 1999 hearing the Court  received  various  objections to the
settlement, including a challenge to the Court's preliminary approval based upon
the  alleged  lack of  authority  of class  plaintiffs'  counsel  to  enter  the
settlement.  On  December  14,  1999,  the  Managing  General  Partner  and  its
affiliates  terminated the proposed settlement.  Certain plaintiffs have filed a
motion to disqualify some of the plaintiffs' counsel in the action. The Managing
General Partner does not anticipate that costs associated with this case will be
material to the Partnership's overall operations.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

            a)    Exhibits:

                  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
                  this report.

            b)    Reports on Form 8-K:

                  None filed during the quarter ended March 31, 2000.

<PAGE>

                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the Registrant  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 J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller

                                    Date:


<TABLE> <S> <C>


<ARTICLE>                             5
<LEGEND>

This schedule  contains summary  financial  information  extracted from National
Property  Investors  III 2000  First  Quarter  10-QSB  and is  qualified  in its
entirety by reference to such 10-QSB filing.

</LEGEND>

<CIK>                                 0000310485
<NAME>                                National Property Investors III
<MULTIPLIER>                                              1,000


<S>                                     <C>
<PERIOD-TYPE>                         3-MOS
<FISCAL-YEAR-END>                     DEC-31-2000
<PERIOD-START>                        JAN-01-2000
<PERIOD-END>                          MAR-31-2000
<CASH>                                                    2,476
<SECURITIES>                                                  0
<RECEIVABLES>                                                 0
<ALLOWANCES>                                                  0
<INVENTORY>                                                   0
<CURRENT-ASSETS>                                              0 <F1>
<PP&E>                                                   38,127
<DEPRECIATION>                                           26,027
<TOTAL-ASSETS>                                           16,249
<CURRENT-LIABILITIES>                                         0 <F1>
<BONDS>                                                  27,051
                                         0
                                                   0
<COMMON>                                                      0
<OTHER-SE>                                              (12,335)
<TOTAL-LIABILITY-AND-EQUITY>                             16,249
<SALES>                                                       0
<TOTAL-REVENUES>                                          2,200
<CGS>                                                         0
<TOTAL-COSTS>                                                 0
<OTHER-EXPENSES>                                          2,092
<LOSS-PROVISION>                                              0
<INTEREST-EXPENSE>                                          521
<INCOME-PRETAX>                                               0
<INCOME-TAX>                                                  0
<INCOME-CONTINUING>                                           0
<DISCONTINUED>                                                0
<EXTRAORDINARY>                                               0
<CHANGES>                                                     0
<NET-INCOME>                                                108
<EPS-BASIC>                                                2.23 <F2>
<EPS-DILUTED>                                                 0
<FN>

<F1> Registrant has an unclassified balance sheet. <F2> Multiplier is 1.

</FN>


</TABLE>


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