REALMARK PROPERTY INVESTORS LTD PARTNERSHIP III
8-K, 1996-07-31
REAL ESTATE INVESTMENT TRUSTS
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                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 (Date of Earliest Event Reported) July 16, 1996
                                                          -------------


               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
             (Exact Name of Registrant as specified in its Charter)



     Delaware                0-13331                      16-1234990
- --------------------   --------------------  -------------------------------- 
(State of Formation)  (Commission File No.)  (IRS Employer Identification No.)



                             2350 North Forest Road
                                   Suite 12-A
                            Getzville, New York 14068
                     (Address of Principal Executive Office)



Registrant's Telephone Number:      (716) 636-0280


<PAGE>




Item 5. Other Events.

         On July 16, 1996 the  Partnership,  and other limited  partnerships  in
which Realmark  Properties,  Inc., the  Partnership's  Corporate General Partner
serves  as  general  partner,   entered  into  contracts  to  sell  multi-family
residential properties, which included Castle Dore Apartments, Ambassador Towers
(Cedar  Ridge  Apartments),  Pleasant Run  Apartments,  and  Williamsburg  South
Apartments,  to Partnership Equities,  Inc., Columbus, Ohio, a corporation which
is not affiliated with the Partnership,  the Corporate  General Partner,  or any
affiliate of either. The purchase prices of $5,500,000,  $5,800,000, $3,350,000,
$4,831,000,  respectively,  and terms were negotiated at arms length between the
Corporate General Partner, on behalf of the Partnership,  and the purchaser. The
contracts are subject to a number of  contingencies,  including  the  following:
satisfactory title reports, satisfactory engineering reports on the condition of
the improvements, availability of government allocations allowing the properties
to  qualify  for a tax  credit  programs  and other  customary  conditions.  The
purchaser  has a sixty-day  study  period  under the  contract,  during which to
conduct its inspections and, during that period,  it may terminate the contracts
and recover a portion of its deposits,  totaling  $40,000,  for any reason or no
reason. There is no assurance that this sale will be consummated.

         The corporate General Partner,  acting under authority contained in the
Limited Partnership  Agreement,  has entered into the contracts on behalf of the
Partnership.  The corporate  General Partner  believes that the prices and terms
are fair to the Partnership.


         Assuming all conditions and contingencies are fulfilled,  closing under
the  contract  will  occur in the  normal  course  of  business.  The  purchaser
anticipates  closing on a serial  basis  commencing  during the fourth  quarter,
1996.  The actual  date of closing on the sale of any  property  will  depend on
financing availability, tax credit availability and other factors.

Item 7.  Financial Statements and Exhibits

         (c)      Exhibits.

         Contracts  between  the  Partnership  and  Partnership  Equities,  Inc.
dated July 16,  1996 will be filed with the second quarter 10-Q.





<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, thereunto duly authorized.


REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP III



By:      /s/Joseph M. Jayson                               07/31/96
         ------------------------------              ------------------------
         Joseph M. Jayson,                                    Date
         Individual General Partner



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following  persons on behalf of the registrant and in the
capacities and on the dates indicated.


By:      REALMARK PROPERTIES, INC.
         Corporate General Partner

         /s/Joseph M. Jayson                               07/31/96
         ------------------------------              ------------------------
         Joseph M. Jayson,                                    Date
         President and Director



         /s/Michael J. Colmerauer                          07/31/96   
         ------------------------------              ------------------------
         Michael J. Colmerauer                                Date
         Secretary



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