REALMARK PROPERTY INVESTORS LTD PARTNERSHIP III
10-Q, 1996-07-29
REAL ESTATE INVESTMENT TRUSTS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                Quarterly Report Pursuant to Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For the Quarter Ended                           Commission File Number
March 31, 1996                                         0-13331


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

Delaware                                       16-1234990
- -------------------                            --------------------------------
(State of Formation)                           (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


Indicate  by a check mark  whether  the  Registrant:  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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
                                             ---   ---
Indicate by a check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in part  III of this  Form  10-Q or any
amendment to this Form 10-Q. (X)

As of March 31,  1996,  the  issuer  had  15,551  units of  limited  partnership
interest outstanding.



<PAGE>


                   REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III

                                      INDEX




                                                                    PAGE NO.
                                                                    --------
PART I:     FINANCIAL INFORMATION
- -------     ---------------------

            Balance Sheets -
                  March 31, 1996 and December 31, 1995                  3

            Statements of Operations -
                  Three Months Ended March 31, 1996 and 1995            4

            Statements of Cash Flows -
                  Three Months Ended March 31, 1996 and 1995            5

            Statements of Partners' (Deficit) -
                  Three Months Ended March 31, 1996 and 1995            6

            Notes to Financial Statements                             7 - 18


PART II:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- --------    FINANCIAL CONDITION AND RESULTS OF OPERATIONS            19 - 20    
            ---------------------------------------------
           




















                                       -2-




<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
                                 BALANCE SHEETS
                      March 31, 1996 and December 31, 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           March 31,    December 31,
                                                             1996           1995
                                                       ------------    ------------
<S>                                                    <C>             <C>   
ASSETS

Property, at cost:
     Land                                              $  1,410,000    $  1,410,000
     Buildings and improvements                          17,249,016      17,238,605
     Furniture and fixtures                               2,275,548       2,275,548
                                                       ------------    ------------
                                                         20,934,564      20,924,153
     Less accumulated depreciation                        9,461,434       9,283,886
                                                       ------------    ------------
          Property, net                                  11,473,130      11,640,267

Investment in joint venture                                 163,796         167,321

Cash                                                           --              --
Cash - security deposits                                     53,989          53,989
Accounts receivable, net of allowance for doubtful
     accounts of $895,282 and $800,839, respectively         18,239          21,238
Other assets                                                545,890         520,876
                                                       ------------    ------------

            Total Assets                               $ 12,255,043    $ 12,403,691
                                                       ============    ============


LIABILITIES AND PARTNERS' (DEFICIT)

Liabilities:
     Cash overdraft                                    $      4,012    $     36,921
     Mortgages payable                                   10,243,902      10,276,248
     Accounts payable and accrued expenses                  837,651         777,976
     Accounts payable - affiliates                        1,365,473       1,258,243
     Accrued interest                                        96,852          88,868
     Security deposits and prepaid rents                    282,657         269,591
                                                       ------------    ------------
            Total Liabilities                            12,830,546      12,707,847
                                                       ------------    ------------

Partners' (Deficit) Capital:
     General partners                                      (435,539)       (427,399)
     Limited partners                                      (139,963)        123,243
                                                       ------------    ------------
           Total Partners' (Deficit)                       (575,503)       (304,156)
                                                       ------------    ------------

           Total Liabilities and Partners' (Deficit)   $ 12,255,043    $ 12,403,691
                                                       ============    ============

</TABLE>




                        See notes to financial statements


                                       -3-


<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)

                                                     Three Months   Three Months
                                                         Ended          Ended
                                                       March 31,      March 31,
                                                          1996          1995
                                                       ---------      --------- 
Income:
     Rental                                          $ 1,035,749    $ 1,106,761
     Interest and other income                            94,803         56,960
                                                     -----------    -----------
     Total income                                      1,130,552      1,163,721
                                                     -----------    -----------

Expenses:
     Property operations                                 611,873        671,554
     Interest:
          Paid to affiliates                              35,587         19,037
          Other                                          372,550        329,298
     Depreciation and amortization                       186,902        178,112
     Administrative:
          Paid to affiliates                              69,381        111,006
          Other                                          122,081        166,132
                                                     -----------    -----------
     Total expenses                                    1,398,374      1,475,139
                                                     -----------    -----------

Loss before allocated loss from joint venture           (267,822)      (311,418)

Allocated loss from joint venture                         (3,525)       (24,606)
                                                     -----------    -----------

Net loss                                             $  (271,347)   $  (336,024)
                                                     ===========    ===========

Loss per limited partnership unit                    $    (16.93)   $    (20.96)
                                                     ===========    ===========

Distributions per limited partnership unit           $      --      $      --
                                                     ===========    ===========

Weighted average number of
     limited partnership units
     outstanding                                          15,551         15,551
                                                     ===========    ===========





                        See notes to financial statements

                                       -4-


<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
                            STATEMENTS OF CASH FLOWS
                   Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)
                                                       Three Months Three Months
                                                          Ended        Ended
                                                         March 31,   March 31,
                                                           1996         1995
                                                          ---------    ---------
Cash flow from operating activities:
     Net loss                                            $(271,347)   $(336,024)

Adjustments to reconcile net loss to net cash
     (used in) operating activities:
     Depreciation and amortization                         186,902      178,112
     Loss from joint venture                                 3,525       24,606
Changes in operating assets and liabilities:
     Cash - security deposits                                 --           --
     Accounts receivable                                     2,999       16,871
     Other assets                                          (34,368)      15,388
     Accounts payable and accrued expenses                  59,675       25,555
     Accrued interest                                        7,984         --
     Security deposits and prepaid rent                     13,066       16,826
                                                         ---------    ---------
Net cash (used in) operating activities                    (31,563)     (58,666)
                                                         ---------    ---------

Cash flow from investing activities:
     Capital expenditures                                  (10,411)    (126,164)
     Distributions from joint venture                         --           --
                                                         ---------    ---------
Net cash (used in) investing activities                    (10,411)    (126,164)
                                                         ---------    ---------

Cash flows from financing activities:
    Cash overdraft                                         (32,909)      16,180
    Accounts payable - affiliates                          107,230      169,279
     Principal payments on mortgages and notes             (32,346)      (9,163)
     Distributions to partners                                --           --
                                                         ---------    ---------
Net cash provided by financing activities                   41,974      176,296
                                                         ---------    ---------

Increase (decrease) in cash                                   --         (8,534)

Cash - beginning of period                                    --          8,534
                                                         ---------    ---------

Cash - end of period                                     $    --      $    --
                                                         =========    =========

Supplemental Disclosure of Cash Flow Information:
     Cash paid for interest                              $ 364,566    $ 300,171
                                                         =========    =========

                        See notes to financial statements

                                       -5-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
                    STATEMENTS OF PARTNERS' (DEFICIT) CAPITAL
                   Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)


                                       General             Limited Partners
                                      Partners
                                       Amount            Units          Amount
                                       ------            -----          ------

Balance, January 1, 1995           $  (385,610)          15,551     $ 1,474,437

Net loss                               (10,081)            --          (325,943)
                                   -----------      -----------     -----------

Balance, March 31, 1995            $  (395,691)          15,551     $ 1,148,494
                                   ===========      ===========     ===========


Balance, January 1, 1996           $  (427,399)          15,551     $   123,243

Net loss                                (8,140)            --          (263,206)
                                   -----------      -----------     -----------

Balance, March 31, 1996            $  (435,539)          15,551     $  (139,963)
                                   ===========      ===========     ===========
























                        See notes to financial statements



                                       -6-

<PAGE>

               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
                          NOTES TO FINANCIAL STATEMENTS
                   Three Months Ended March 31, 1996 and 1995
                                   (Unaudited)


 1.  GENERAL PARTNER'S DISCLOSURE

     In  the opinion of the General  Partners  of  Realmark  Property  Investors
     Limited   Partnership   III,  all   adjustments   necessary  for  the  fair
     presentation  of  the   Partnership's   financial   position,   results  of
     operations,  and changes in cash flows for the three months ended March 31,
     1996 and 1995 have been made in the  financial  statements.  The  financial
     statements are unaudited and subject to any year-end  adjustments which may
     be necessary.

 2.  FORMATION AND OPERATION OF PARTNERSHIP

     Realmark  Property Investors Limited Partnership III (the "Partnership"), a
     Delaware Limited Partnership,  was formed November 18, 1983, to invest in a
     diversified portfolio of income-producing real estate.

     In  February 1984 the Partnership commenced the public offering of units of
     limited partnership interest.  Other than matters relating to organization,
     it had no  business  activities  and,  accordingly,  had not  incurred  any
     expenses  or earned any income  until the first  interim  closing  (minimum
     closing) of the offering which occurred April 26, 1984. All items of income
     and expense arose subsequent to this date. On January 31, 1985 the offering
     was concluded,  at which time 15,551 units of limited partnership  interest
     were  outstanding.  The General Partners are Realmark  Properties,  Inc., a
     Delaware  corporation,  the corporate  General  Partner,  and Mr. Joseph M.
     Jayson,  the  individual  General  Partner.  Joseph  M.  Jayson is the sole
     shareholder of J.M. Jayson & Company,  Inc. (JMJ) and Realmark  Properties,
     Inc. is a wholly-owned subsidiary of J.M. Jayson & Company, Inc.

     Under  the Partnership  agreement,  the General Partners and affiliates can
     receive  compensation for services  rendered and reimbursement for expenses
     incurred on behalf of the Partnership.














                                       -7-

<PAGE>

     FORMATION AND OPERATION OF PARTNERSHIP  (CONTINUED)

     Net  income  or  loss  arising  from  the  sale  or  refinancing  shall  be
     distributed  first to the limited partners in an amount  equivalent to a 7%
     return on the average of their adjusted capital  contributions,  then in an
     amount  equal to their  capital  contributions,  then an amount equal to an
     additional 5% of the average of their adjusted capital  contributions after
     the general  partners receive a disposition fee, then to all partners in an
     amount equal to their respective positive capital balances, and finally, in
     the ratio of 87% to the limited partners and 13% to the general partners.

     Partnership  income  or loss not arising from sale or refinancing  shall be
     allocated 97% to the limited partners and 3% to the general partners.

 3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Cash
     ----

     For purposes of reporting cash flows,  cash includes the following  items:
     cash on hand; cash in checking; and money market savings.

     Cash - security deposits
     ------------------------

     Cash -  security  deposits  represents  cash on deposit in accordance  with
     terms  of  a  U.S.  Department  of  Housing  and  Urban  Development  (HUD)
     regulatory  agreement  for  multi-family  housing  projects  under  Section
     223(f).

     Property and depreciation
     -------------------------

     Depreciation  is provided using the straight-line method over the estimated
     useful lives of the respective  assets.  Expenditures  for  maintenance and
     repairs are expensed as incurred,  and major renewals and  betterments  are
     capitalized.  The  Accelerated  Cost Recovery  System are used to calculate
     depreciation expense for tax purposes.

     Rental income
     -------------

     Leases  for  residential  properties  have  terms   of one  year  or  less.
     Commercial leases generally have terms of one to five years.  Rental income
     is recognized on the straight-line method over the term of the lease.








                                       -8-

<PAGE>

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

     Investment in Joint Venture
     ---------------------------

     The interest in joint venture is accounted for on the equity method.

 4.  ACQUISITION AND DISPOSITION OF RENTAL PROPERTY

     In  August 1984 the Partnership acquired a 112 unit apartment complex (Bryn
     Mawr) located in Ypsilanti,  Michigan for a purchase  price of  $1,833,554,
     which included  $134,857 in acquisition  fees. In 1985 the acquisition fees
     related  to  the  purchase  of  Bryn  Mawr  were  reduced  by  $18,600  and
     reallocated to properties by the Partnership that year.

     In  August 1986 the Bryn Mawr Apartments were sold for $3,110,000.  The net
     cash proceeds of  approximately  $667,000 from the sale were distributed to
     the investors on a pro rata basis.  The  Partnership  recognized a gain for
     financial  statement purposes of $1,475,313.  For income tax purposes,  the
     gain will be recognized under the installment sale method.

     In  February 1985 the  Partnership  acquired a 190 unit  apartment  complex
     (Castle Dore) in Indianapolis,  Indiana for a purchase price of $4,601,233,
     which included acquisition fees of $414,279.

     In  February 1985 the  Partnership  acquired a 208 unit  apartment  complex
     (Parc  Bordeaux)  in   Indianapolis,   Indiana  for  a  purchase  price  of
     $2,845,064, which included acquisition fees of $371,233.

     In  December 1988 the Partnership sold Parc Bordeaux  Apartments for a sale
     price  of  $5,300,000  which  generated  a total  net  gain  for  financial
     statement purposes of $2,338,067. For income tax purposes, the gain will be
     recognized under the installment sale method.

     In  June  1985  the  Partnership  acquired  a 200  unit  apartment  complex
     (Williamsburg South Apartments) in Atlanta, Georgia for a purchase price of
     $5,138,745, which included acquisition fees of $368,745.

     In  August  1985 the  Partnership  acquired  a 38,500  square  foot  office
     complex  (Perrymont)  in Pittsburgh,  Pennsylvania  for a purchase price of
     $2,078,697, which included acquisition fees of $168,697.













                                       -9-

<PAGE>

     ACQUISITION AND DISPOSITION OF RENTAL PROPERTY  (CONTINUED)

     In  October  1985 the  Partnership  acquired a 130 unit  apartment  complex
     (Pleasant  Run) in  Cincinnati,  Ohio for a purchase  price of  $3,434,728,
     which included acquisition fees of $267,228.

     In  December 1985 the  Partnership  acquired a 280 unit  apartment  complex
     (Ambassador Towers, formerly Cedar Ridge) in Monroeville,  Pennsylvania for
     a  purchase  price  of  $6,766,424,  which  included  acquisition  fees  of
     $646,424.

 5.  INVESTMENT IN JOINT VENTURES

     In  April 1985 the  Partnership  entered into an  agreement  and formed the
     Inducon  Joint  Venture - Amherst  (the  Joint  Venture),  for the  primary
     purpose of constructing office/warehouse buildings in Erie County, New York
     as income producing property. The site is part of the Amherst Foreign Trade
     Zone.  This is U.S.  Customs  Territory  under federal  supervision,  where
     foreign and domestic  merchandise  is brought for  storage,  manufacturing,
     salvage,  repair, exhibit,  repacking,  relabeling or re-export.  Under the
     terms of the joint venture agreement,  the Partnership supplied $545,000 of
     capital to acquire the land and undertake  initial  development  of Phase I
     and $275,000 for Phase II. The other Joint Venturer delivered and completed
     on behalf of the Joint Venture all plans,  specifications,  maps,  surveys,
     accounting pro-formas for construction, initial leasing and operations, and
     cost estimates with respect to development.

     Ownership  of the Joint Venture is divided  equally between the Partnership
     and the other Joint Venturer. The Joint Venture agreement provides that the
     Partnership will be allocated 95% of any income or loss.

     Net cash flow from  the Joint Venture is to be distributed as follows:

     To  the  Partnership  until  has  received  a return of 7% per annum on its
     underwritten  syndicated  equity. To the extent a 7% return is not received
     from year to year, it will accrue and be paid from the next  available cash
     flow.

     To  the  other  Joint  Venturer  in an  amount  equal  to that  paid to the
     Partnership. No amount will accumulate in favor of the other investor.

     Any remaining amount will be divided equally.












                                      -10-

<PAGE>

     INVESTMENT IN JOINT VENTURES  (CONTINUED)

     To  the extent there are net proceeds from any sale or  refinancing  of the
     subject  property,  the  proceeds  will be paid in the  following  order of
     priority:

     To  the  Partnership  to  the  extent  the 7%  per  annum  returned  on its
     underwritten equity is unpaid.

     Next  to the  Partnership  until it has  received an overall 9%  cumulative
     return on its underwritten equity.

     Next to  the Partnership until it has received an amount equal to its total
     underwritten  equity,  reduced by any prior distribution of sale, financing
     or refinancing proceeds.

     Next to  the  Partnership  until it has received a cumulative  20% per year
     return on its total underwritten equity.

     Thereafter  any  remaining  net  proceeds  will   be  divided  50%  to  the
     Partnership and 50% to the other joint venturer.

     A summary of the assets,  liabilities  and capital  of the joint venture as
     of March 31, 1996 and December  31, 1995 and the results of its  operations
     for the three months ended March 31, 1996 and 1995 is as follows:





























                                      -11-

<PAGE>
                         INDUCON JOINT VENTURE - AMHERST
                                 BALANCE SHEETS
                      March 31, 1996 and December 31, 1995
<TABLE>
<CAPTION>

                                                            March 31,  December 31,
                                                              1996         1995
                                                           ----------   ----------
<S>                                                        <C>          <C>   
ASSETS

Property, at cost:
     Land                                                  $  177,709   $  177,709
     Land improvements                                        221,399      221,399
     Buildings and improvements                             3,072,913    3,072,913
     Equipment                                                  8,466        8,466
     Furniture and fixtures                                     2,101        2,101
                                                           ----------   ----------
                                                            3,482,588    3,482,588
     Less accumulated depreciation                          1,107,590    1,074,688
                                                           ----------   ----------
          Property, net                                     2,374,998    2,407,900

Cash and cash equivalents                                     202,881      157,789
Other assets                                                   60,718       39,925
Deferred debt expense, net of accumulated
     amortization of $273,372 and $266,350, respectively       36,093       28,841
                                                           ----------   ----------

                 Total Assets                              $2,674,690   $2,634,455
                                                           ==========   ==========


LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
     Bonds payable                                         $2,040,000   $2,040,000
     Mortgage payable                                         290,110      292,033
     Accounts payable and accrued expenses                    124,474       87,679
     Accounts payable - affiliates                             40,979       31,906
                                                           ----------   ----------
                 Total Liabilities                          2,495,563    2,451,618
                                                           ----------   ----------

Partners' Capital:
     The Partnership                                          163,796      167,321
     Other joint venturer                                      15,330       15,516
                                                           ----------   ----------
                Total Partners' Capital                       179,126      182,837
                                                           ----------   ----------

                Total Liabilities and Partners' Capital    $2,674,690   $2,634,455
                                                           ==========   ==========

</TABLE>

 







                                    -12-


<PAGE>

                         INDUCON JOINT VENTURE - AMHERST
                            STATEMENTS OF OPERATIONS
                   Three Months Ended March 31, 1996 and 1995

                                                    Three Months    Three Months
                                                       Ended            Ended
                                                      March 31,       March 31,
                                                        1996            1995
                                                     ---------        ---------
Income:
     Rental                                          $ 129,134        $  98,846
     Interest and other income                             130            4,008
                                                     ---------        ---------
     Total income                                      129,264          102,854
                                                     ---------        ---------

Expenses:
     Property operations                                29,464           31,686
     Interest                                           46,849           45,970
     Depreciation and amortization                      43,778           43,778
     Administrative                                     12,883            7,321
                                                     ---------        ---------
     Total expenses                                    132,975          128,755
                                                     ---------        ---------

Net loss                                             $  (3,711)       $ (25,901)
                                                     =========        =========


Allocation of net loss:

     The Partnership                                 $  (3,525)       $ (24,606)
     Other Joint Venturer                                 (186)          (1,295)
                                                     ---------        ---------

                                                     $  (3,711)       $ (25,901)
                                                     =========        =========


A reconciliation  of the  Partnership's  investment in the joint venture for the
three month periods ended March 31, 1996 and 1995 is as follows:

                                                            1996         1995
                                                            ----         ----

Investment in joint venture - beginning of period        $ 167,321    $ 261,019
Allocated loss                                              (3,525)     (24,606)
                                                         ---------    ---------

Investment in joint venture - end of period              $ 163,796    $ 236,413
                                                         =========    =========



                                      -13-

<PAGE>

 6.   MORTGAGES AND NOTES PAYABLE

     Castle Dore
     -----------

     A  mortgage  of  $2,158,012   and  $2,210,050  at March 31,  1996 and 1995,
     respectively,  bearing interest at 7.50%. The mortgage  provides for annual
     principal  and  interest  payments  of  $216,026  payable in equal  monthly
     installments through September 1, 2014. The carrying amount of the mortgage
     of  $1,562,089  and  $1,575,414  at March 31, 1996 and 1995,  respectively,
     reflects an unamortized mortgage discount of $603,046 and $665,731 at March
     31,  1996 and  1995,  respectively.  The  discount  is based on an  imputed
     interest rate of 12.5% and will be amortized using the interest method over
     the remaining term of the mortgage.

     Williamsburg
     ------------

     A  12.85%  mortgage  which  provides  for  annual  principal  and  interest
     payments of $341,602 payable in equal monthly installments through December
     1999. The mortgage had a balance of $2,415,683 at March 31, 1996.

     Perrymont
     ---------

     A  mortgage  which  provides  for interest  rates and monthly  installments
     through December 1998 as follows:

             Year            Rate         Payment
             ----            ----         -------

             1995            7.50%        $  7,907  (Interest only)
             1996            7.875%       $  9,660  (Principal and interest)
             1997 - 1998     8.50%        $ 10,187  (Principal and interest)

     The  outstanding  balance at March 31, 1996 and March 31, 1995 respectively
     was $1,265,185 and $1,265,185 (to date no principal has been paid).

     Pleasant Run
     ------------

     A 10% mortgage with a  balance of  $2,217,214 at March 31, 1996,  providing
     for annual  principal  and interest  payments of $245,349  payable in equal
     monthly installments, with the remaining balance due August 1, 1998.










                                      -14-

<PAGE>

     MORTGAGES AND NOTES PAYABLE  (CONTINUED)

     Ambassador Towers (formerly Cedar Ridge)
     ----------------------------------------

     A mortgage  with  a balance of $559,024  and $620,929 at March 31, 1996 and
     1995,  respectively,  bearing interest at 7.75%. The mortgage  provides for
     monthly principal and interest payments of $8,980 through April 1, 2002.

     A  mortgage with a balance of $1,356,255  and  $1,477,232 at March 31, 1996
     and 1995,  respectively,  bearing interest at 8.75%. The mortgage  provides
     for monthly  principal and interest  payments of $20,455 through October 1,
     2003.

     A  mortgage  with a balance of  $1,000,000 at March 31, 1996 and 1995 which
     provides for interest  only payments at prime rate plus 2% (10.75% at March
     31,  1996).  The mortgage was  originally  due in  September  1994,  but in
     September 1995 the General Partner  negotiated an extension until May 1996.
     The  Partnership  has been utilizing a temporary  extension  while it seeks
     refinancing for the loan.

     The  aggregate  maturities of the mortgages for each of the next five years
     and thereafter are as follows:

             Year                         Amount
             ----                         ------

             1996                         $   1,319,177
             1997                               349,132
             1998                             2,525,632
             1999                             3,849,622
             2000                                74,225
             Thereafter                       2,925,584
                                         --------------

                                             11,043,303
             (Unamortized discount)         (   767,055)
                                         ---------------

             TOTAL                         $ 10,276,248















                                      -15-

<PAGE>

 7.   RELATED PARTY TRANSACTIONS

     Management fees for the management of  Partnership's properties are paid to
     an affiliate of the General Partner.  The management agreement provides for
     5% of gross monthly  rental  receipts of the complex to be paid as fees for
     administering  the operations of the property.  These fees totaled  $60,150
     and  $57,119  for  the  three   months  ended  March  31,  1996  and  1995,
     respectively.

     According to the  terms of the Partnership agreement,  the general partners
     are  entitled to receive a  Partnership  management  fee equal to 7% of net
     cash  flow  (as  defined  in the  Partnership  agreement),  2% of  which is
     subordinated to the limited  partners having received an annual cash return
     equal to 7% of their adjusted capital  contributions.  No such fee has been
     paid or accrued by the  Partnership  for the three  months  ended March 31,
     1996 and 1995.

     The  general partners are also allowed to collect property disposition fees
     upon sale of acquired  properties.  This fee is not to exceed the lesser of
     50% of amounts customarily  charged in arm's-length  transactions by others
     rendering similar services for comparable  properties or 2.75% of the sales
     price.  The  property  disposition  fee is  subordinate  to payments to the
     limited partners of a cumulative annual return (not compounded) equal to 7%
     of their average  adjusted capital balances and to repayment to the limited
     partners of an amount equal to their capital contributions.

     The  general  partners have not to date  received a disposition  fee on the
     sale of Bryn  Mawr or Parc  Bordeaux,  as the  limited  partners  have  not
     received a return of 7% on their average adjusted capital or their original
     capital as defined in the Partnership agreement.  Once the limited partners
     receive their original  capital and a 7% return,  the general partners will
     be entitled to disposition fees of 2.75%.

     Accounts  payable - affiliates  amounted  to  $1,365,473 at March 31, 1996.
     The payable  represents fees due to the general partner or to affiliates of
     the general  partner.  Interest  charged on amounts due affiliates  totaled
     $35,488 for the three month period ended March 31, 1996.


















                                      -16-

<PAGE>

     RELATED PARTY TRANSACTIONS  (CONTINUED)

     Pursuant to  the terms of the Partnership agreement,  the corporate general
     partner  charges the  Partnership  for  reimbursement  of certain costs and
     expenses  incurred by the corporate  general  partner and its affiliates in
     connection with the  administration of the Partnership.  These charges were
     for the  Partnership's  allocated  share  of  costs  and  expenses  such as
     payroll, travel and communication, costs related to partnership accounting,
     and partner's communication and relations.

     Computer  service  charges for  the  Partnership  are paid or accrued to an
     affiliate  of the  General  Partner.  The fee is based  upon the  number of
     apartment  units and totaled $ 3,510 for the three  months  ended March 31,
     1996 and 1995.

 8.  INCOME TAXES

     No  provision  has  been made for income  taxes since the income or loss of
     the  Partnership  is to be included  in the tax  returns of the  individual
     partners.

     The tax returns of  the  Partnership  are subject to examination by federal
     and state  taxing  authorities.  Under  federal and state  income tax laws,
     regulations  and rulings,  certain  types of  transactions  may be accorded
     varying  interpretations  and,  accordingly,  reported  Partnership amounts
     could be changed as a result of any such examination.

     The reconciliation of net loss for  the three month periods ended March 31,
     1996 and 1995 as reported in the statements of operations,  and as would be
     reported for tax purposes respectively, is as follows:

                                                   March 31,         March 31,
                                                    1996                1995
                                                    ----                ----

      Net loss -
           Statement of operations              $  (273,214)       $  (336,024)
      (Add to)  deduct from:
           Difference in depreciation              ( 21,441)          ( 39,820)
           Difference in amortization                16,431              9,419
           Non-deductible expenses                   62,896              5,895
           Difference in loss of joint venture        1,612              5,200
                                                 ----------        -----------

      Net loss for tax purposes                 $  (213,716)       $  (355,330)









                                      -17-


<PAGE>

     INCOME TAXES  (CONTINUED)

     The  reconciliation  of  partner's  (deficit) capital at March 31, 1996 and
     December  31, 1995 as reported in the balance  sheets,  and as reported for
     tax purposes, is as follows:

                                                March 31,           December 31,
                                                  1996                  1995
                                                  ----                  ----

      Partner's (Deficit) Capital -
       balance sheet                      $     (577,370)         $    (304,156)
       Add to (deduct from):
            Accumulated difference in
            depreciation                      (3,946,091)            (3,924,650)
            Accumulated difference in
            amortization                          28,125                 11,694
            Syndication fees and selling
            expenses                           1,842,060              1,842,060
            Gain on sale of property           ( 817,092)             ( 817,092)
            Other non-deductible expenses        869,651                806,755
            Difference in book and tax
            depreciable cost basis               915,085                915,085
            Difference in book and tax
            basis of investments                (741,988)              (743,600)
            Other                              (  69,286)             (  69,286)
                                           -------------           ------------

      Partner's (Deficit) Capital -
       tax return                          $ (2,496,906)           $ (2,283,190)






















                                      -18-


<PAGE>

PART II:    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources
- -------------------------------

Unable  to  regain  the  momentum  it had in  previous  years,  the  Partnership
encountered  an  other  disappointing   quarter.   Operating  revenue  decreased
approximately  $33,000, and total expenses also decrease $77,000.  Management is
hopeful that the decrease in expenses  will  continue as we are getting a better
handle on our  expenditures.  The  Partnership has implemented a rental increase
toward the end of this quarter.  The positive effects of these increase will not
be noticed until future quarters.  The General Partner  meanwhile,  continues to
advance  funds to the  Partnership,  although  under no obligation to do so. The
Partnership continues to encounter cash flow difficulties,  with General Partner
advances  helping to fund the shortfall.  There is no assurance that the General
Partner will continue to do so

The partnership continues to review the possibility of refinancing mortgages, in
order to reduces interest rates and increase cash flow.  Management is presently
focusing on Ambassador  Towers  (formerly  known as Cedar Ridge  Apartments) and
Inducon Joint Venture Amherst.  Ambassador Towers $1,000,000 loan is schedule to
mature in May 1996.  Currently we are in the application  process of refinancing
Inducon - Amherst.

There were no distributions  for the three month periods ended March 31,1996 and
1995. The Partnership does not expect to resume distribution until it is able to
generate sufficient excess cash flow and repay the General Partner advances.


Results of Operations:
- ----------------------

The  partnership  experienced  a net loss of $  273,214  or $17.04  per  limited
partnership  unit  for the  period  ended  March  31,1996  versus  a net loss of
$395,691 or 20.96 per unit for quarter ended March 31, 1995.

Partnership  revenue for the quarter  ended  March 31, 1996  totaled  $1,130,552
which is a down $33,000 from 1995 revenue of $1,163,721.  The decrease in rental
revenue can be attributed  to falling  economic  occupancy  levels at Ambassador
Towers (formerly Cedar Ridge).  Compared to the prior year,  physical  occupancy
dropped,  while rental concessions and delinquencies  increased.  This more than
offset any occupancy gains at the other partnership properties.












                                      -19-
                                      

<PAGE>


For  the  quarter  ended  March  31,  1996,  Partnership  expenses  amounted  to
$1,398,374,  decreasing  approximately $77,000 from the 1995 quarter end amount.
There was a concentrated effort made to decrease payroll, repairs,  maintenance,
contracted services and property  improvements  throughout the partnership which
accounts  expenses.  There  was  also a  decrease  in legal  fees and  portfolio
management and accounting charges. As property  performance  improves,  expenses
will  continue  to  level  off.  Total  interest  expense  increased  due to the
significantly   higher   balance  of  the  accounts   payable-affiliate,   while
depreciation   and   amortization   increase   slightly  due  to  major  capital
improvements that accrued in prior periods.

The Partnership began to see an increase in some occupancy levels,  which should
ultimately  lead to increased  revenue  amounts in the near future.  Partnership
properties  are starting to  reestablish  themselves in the  marketplace  and as
vacancy  levels  decrease,   rental  rates  increase,  rental  concessions  will
diminish,  and an  improving  tenant  profile  will  allow  for an  increase  in
collections.  These  factors  should  allow  for a rather  gradual  increase  in
revenue.

On a tax basis,  the  partnership had a loss of $(213,716) or $13.33 per limited
partner unit for the three months  period ended March 31, 1996 versus a tax loss
of $355,330 or $22.16 per unit for the quarter ended March 31, 1995.
































                                      -20-

<PAGE>
               REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III
               ---------------------------------------------------


                                     PART II
                                     -------

                                OTHER INFORMATION
                                -----------------


Item 1 - Legal Proceedings
- --------------------------

The Partnership is not a party to, nor are any of the  Partnership's  properties
subject to any material pending legal proceedings  other than ordinary,  routine
litigation incidental to the Partnership's business.

Items 2, 3, 4 and 5
- -------------------

Not applicable.

Item 6 - Exhibits and reports on Form 8-K
- -----------------------------------------

a)    Exhibits - Financial data schedule (Electronic filing only).

b)    Reports on Form 8-K - None.


























                                      -21-

                                       

<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                       July 12, 1996 
      ------------------------------            ------------------------
      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                       July 12, 1996  
      ------------------------------            ------------------------
      Joseph M. Jayson,                         Date
      President and Director



      /s/Michael J. Colmerauer                  July 12, 1996
      ------------------------------            ------------------------
      Michael J. Colmerauer                     Date
      Secretary



<TABLE> <S> <C>


        

<ARTICLE> 5
<LEGEND>
THIS  SCHEDULE  CONTAINS  SUMMARY  FINANCIAL   INFORMATION  EXTRACTED  FROM  THE
FINANCIAL  STATEMENTS OF REALMARK PROPERTY INVESTORS LIMITED PARTNERSHIP III FOR
THE QUARTER ENDED MARCH 31, 1996,  AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          53,989       
<SECURITIES>                                         0            
<RECEIVABLES>                                  913,521      
<ALLOWANCES>                                   895,252      
<INVENTORY>                                          0            
<CURRENT-ASSETS>                               781,913         
<PP&E>                                      20,934,564    
<DEPRECIATION>                               9,461,434              
<TOTAL-ASSETS>                              12,255,043           
<CURRENT-LIABILITIES>                        2,586,644    
<BONDS>                                     10,243,902   
<COMMON>                                             0            
                                0                    
                                          0            
<OTHER-SE>                                           0            
<TOTAL-LIABILITY-AND-EQUITY>                12,255,043           
<SALES>                                              0                    
<TOTAL-REVENUES>                             1,130,552            
<CGS>                                                0            
<TOTAL-COSTS>                                1,398,394    
<OTHER-EXPENSES>                                 3,525        
<LOSS-PROVISION>                                     0            
<INTEREST-EXPENSE>                             408,137      
<INCOME-PRETAX>                               (271,347)            
<INCOME-TAX>                                         0            
<INCOME-CONTINUING>                                  0            
<DISCONTINUED>                                       0                    
<EXTRAORDINARY>                                      0                    
<CHANGES>                                            0            
<NET-INCOME>                                  (271,347)    
<EPS-PRIMARY>                                   (16.93)      
<EPS-DILUTED>                                        0                        
                                           
        

</TABLE>


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