CAPITAL REALTY INVESTORS III LTD PARTNERSHIP
8-K, 1996-02-20
REAL ESTATE
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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
                                February 2, 1996


                CAPITAL REALTY INVESTORS-III LIMITED PARTNERSHIP
   --------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)


                                    Delaware
   --------------------------------------------------------------------------
                 (State or other jurisdiction of incorporation)


          0-11962                                 52-1311532
- -------------------------               ----------------------------------
(Commission File Number)                (IRS Employer Identification No.)


11200 Rockville Pike, Rockville, Maryland              20852
- -----------------------------------------    ----------------------------
(Address of principal executive offices)             (Zip Code)


                                 (301) 468-9200
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              (Registrant's telephone number, including area code)
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ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS
          -----------------------------------

     On January 5, 1994 the local general partners of Park Heights Towers
Limited Partnership (Park Heights) filed a notice of intent to participate under
the Low Income Housing Preservation and Resident Home Ownership Act of 1990
(LIHPRHA).  This program may provide incentives to owners of multifamily housing
who commit to operate their properties as low to moderate-income housing
permanently and who have participated under specific federal subsidy programs
(Section 236 or Section 221(d)(3)) for at least 18 years.  Incentives available
under the LIHPRHA program include selling the property to qualified buyers.  

     On February 2, 1996, the local general partners of Park Heights sold the
property, a 180-unit apartment project located in Rochester, Minnesota, under
the LIHPRHA program to Community Housing Services-Park Towers, Inc., a non-
profit entity.  The sale of the property generated net proceeds to Capital
Realty Investors-III Limited Partnership (the Partnership) of $1.27 million. 
The proceeds were net of $2.135 million used to retire, at a discount, the
Partnership's purchase money note obligation with respect to the property.  The
Partnership intends to distribute approximately $579,000 (or approximately $9.65
per Additional Limited Partner unit) to the Additional Limited Partners as
return of capital on a Generally Accepted Accounting Principles basis by April
30, 1996.  The Managing General Partner intends to retain all of the
Partnership's remaining undistributed net sale proceeds for the possible
repayment, prepayment or purchase of the Partnership's outstanding purchase
money notes related to other Local Partnerships.  The General Partner of the
Partnership and/or its affiliates are expected to receive net fees of
approximately $117,000 for its services relating to the sale of the property.


































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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, thereunto duly authorized.

                                   Capital Realty Investors-III Limited
                                     Partnership
                                   (Registrant)

                              By:  C.R.I., Inc., General Partner



February 20, 1996                  /s/ Richard J. Palmer
- ------------------            By:  --------------------------------------
Date                               Richard J. Palmer
                                   Senior Vice President









































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