RAL YIELD & EQUITIES III LIMITED PARTNERSHIP
10-K, 1996-04-05
REAL ESTATE
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                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

   X        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
- - ------      SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]

                           For the fiscal year ended
                               December 31, 1995
                                      OR
            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
- - ------      THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

                            Commission File Number
                                    0-15677
                                    -------

                 RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                 --------------------------------------------
            (Exact name of registrant as specified in its charter)

          Wisconsin                              39-1546907
- - -------------------------------      ------------------------------
(State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization           Identification Number)

   20875 Crossroads Circle
         Suite 800
     Waukesha, Wisconsin                              53186
- - -------------------------------       -----------------------------
      (Address of principal                           (Zip Code)
       executive offices)

Registrant's telephone number, including area code (414) 798-0900
                                                   --------------
      Securities registered pursuant to Section 12(b) of the Act:
                                     None
                                     ----

      Securities registered pursuant to Section 12(g) of the Act:
                         LIMITED PARTNERSHIP INTERESTS
                         -----------------------------
                              (Title of Class)

Indicate by 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 requirement
for the past 90 days.
      Yes     X                                       No         
          ---------                                      ---------
                           RAL YIELD + EQUITIES III
                              LIMITED PARTNERSHIP

                                1995 FORM 10-K
                               TABLE OF CONTENTS
                               -----------------                 
                                           
Part I                                                         

Item 1      Business                                            

Item 2      Properties                                          

Item 3      Legal Proceedings                                   

Item 4      Submission of Matters to a Vote of
            Security Holders                                   
Part II

Item 5      Market for Registrant's Common Equity and
            Related Stockholder Matters                        

Item 6      Selected Financial Data                            

Item 7      Management's Discussion and Analysis of
            Financial Condition and Results of
            Operations                                         

Item 8      Financial Statements and Supplementary
            Data                                               

Item 9      Changes in and Disagreements with
            Accountants on Accounting and Financial
            Disclosure                                        
Part III

Item 10     Directors and Executive Officers of the
            Registrant                                        

Item 11     Executive Compensation                            

Item 12     Security Ownership of Certain Beneficial
            Owners and Management                             

Item 13     Certain Relationships and Related
            Transactions                                     
Part IV

Item 14     Exhibits, Financial Statement Schedules,
            and Reports on Form 8-K                           

Financial Statements and Supplementary Data                   
Signatures

                              PART 1

Item 1.  BUSINESS

RAL YIELD + EQUITIES III LIMITED PARTNERSHIP (the "registrant" or
"Partnership") is a Wisconsin Limited Partnership formed on April
29, 1985, under the Wisconsin Revised Uniform Limited Partnership
Act.  The Registrant was organized to acquire, for cash (no debt),
real estate projects, including real estate for restaurants, mobile
home communities and other commercial properties.  The Partnership
sold $13,725,000 in Limited Partnership Interests (13,725 Interests
at $1,000 per unit) from August 27, 1985, through December 12,
1986, pursuant to a registration statement on Form S-11 under the
Securities Act of 1933.  The Partnership registered with the
Securities and Exchange Commission a total of 15,000 units of
Limited Partnership Interests ("Interests") for sale to the public.

The Partnership utilized the net offering proceeds to acquire the
real property investments as described under "Properties" 
(Item 2).

The Registrant originally acquired fifteen real property
investments, utilizing the net offering proceeds available for
investment.  The Registrant sold five of the original properties
during 1993.  An additional commercial property was sold during
1994.
<TABLE>
Provided below is certain financial information for the three years
covered by this report:
<CAPTION>
                       Mobile Home Park       Commercial Properties
                       ----------------       ---------------------
                     1995    1994    1993      1995    1994    1993
                     ----    ----    ----      ----    ----    ----
<S>                  <C>     <C>     <C>       <C>     <C>     <C>
Gross rental
  revenues(000's)    $597     586     855       371     366     432

Revenues from
  restaurant(000's)  $---     ---     ---       578     163     ---
</TABLE>

The officers and employees of RAL Asset Management Group, a
Wisconsin general partnership, and its affiliates, performed
services for the Registrant through June 1, 1993.  RAL Asset
Management Group is controlled by the General Partners of the
Partnership.  Effective June 1, 1993 the Partnership made separate
property and partnership management agreements. 

The partnership management agreement is with an unrelated
management company.  The property management agreement is with a
related entity with the same general partners as the Partnership.
The related property management firm simultaneously subcontracted
with the same unrelated management company handling the partnership
management.  The terms and conditions of these agreements are
similar to the above related party agreements, which they replace.

The Partnership itself employs individual on-site managers and
maintenance personnel in the four mobile home parks it owns, as
well as personnel to run the partnership-operated restaurant.  As
of March 30, 1996 the Partnership employed 33, twenty-eight of
which are employed by the restaurant.  These individuals are
directed and managed by personnel of First Financial Realty
Management  (FFRM).

Item 2.  PROPERTIES

As of March 30, 1996, the Registrant owned the following
properties:

Property Name                       Approximate Size             
- - -----------------------------       ------------------------------
Pizza Hut Restaurant               A 2,870 square foot building
  Land and Building                 on approximately 46,200 square
Minnetonka, MN                     feet of land

Rocky Rococo Restaurant            A 3,470 square foot building
  Land and Building                 on approximately 21,000 square
Milwaukee, WI                      feet of land

Forest Junction Mobile             82 mobile home sites on 35
  Home Park                        acres of land
Brillion, WI*

Net Lease Warehouse                A 155,000 square foot building
  Land and Building                on 9 acres of land
Fond du Lac, WI*

Pizza Hut Restaurant               A 3,467 square foot building
  Land and Building                on 37,400 square feet of land
Normal, IL 

Wendy's Restaurant                 A 3,700 square foot building
  Land and Building                on 48,500 square feet of land
Waukesha, WI

Coach Lite                         34 mobile home sites on 15
  Mobile Home Park                 acres of land
Green Lake, WI

Shamrock                           31 mobile home sites on 4
 Mobile Home Park                  acres of land
Albany, MN 

Cloverleaf                         172 mobile home sites on 25
  Mobile Home Park                 acres of land
St. Cloud, MN*

*Denotes a material property, having gross revenues greater than
10% of total revenues.
                             
All of the properties were unencumbered as of March 30, 1996.

One of the properties, Coachlite Mobile Home Park needs extensive
work done to bring its sewer system up to the Wisconsin Department
of Natural Resources (DNR) code.  A plan of renovation is being
reviewed with the DNR to determine the most cost effective way of
upgrading the system.  Costs could range from $100,000-200,000.
The Partnership has enough cash on hand to pay for this project,
even at the highest end of the range, so that cash flow
distributions to partners should not be effected.  The Partnership
has listed this property for sale at $175,000.  No offers have been
accepted as of March 30, 1996.

Leases on Investment Properties:

At December 31, 1995, the Partnership had three (3) restaurant
properties available for lease, all of which are occupied.  The
restaurant properties are generally leased under 10-20 year lease
terms with two five-year options to renew the leases at the end of
the original term.  Rent, which is payable monthly, is equal to the
greater of a percentage of gross sales or a minimum base rental
stated in the lease.  

All of the restaurant leases described above are "triple net" to
the partnership.  Thus, the lessees are responsible for all
occupancy costs such as maintenance, insurance, taxes and
utilities.  The warehouse property lease provides for the tenant to
pay real estate taxes, utilities, and maintenance.

The restaurant property located in Milwaukee, Wisconsin is being
operated by the Partnership.  It opened for business in September,
1994.  Any excess cash flow from this restaurant is contributed to
the Partnership.

The partnership also operates four (4) mobile home parks.  As of
December 31, 1995 approximately 92% of the spaces were leased.  The
mobile home parks receive income on a monthly basis from tenant
leases which normally have lease terms of one year or less.

The real estate business is highly competitive and the Partnership
competes with many other real estate investment entities many of
which have greater financial resources.  No one firm or group of
firms, in the opinion of the General Partners, is dominant in the
industry.  The Partnership, therefore, faces substantial
competition from a variety of sources for attracting and retaining
tenants.

Any commercial, residential or mobile home property acquired by the
Partnership has competition for tenants from similar properties in
the vicinity.  To the extent that the Partnership owns commercial
properties, such as restaurants, which have leases entitling the
Partnership to participate in gross receipts of tenants above fixed
minimum amounts, the success of the Partnership will depend in part
on the success of its tenants in competing with similar businesses
in the vicinity.
                            
In the opinion of management of the Partnership, all properties are
adequately covered by insurance.

MATERIAL PROPERTIES
- - -------------------
Following is information with respect to each property whose
revenues are greater than 10% of total revenues as denoted above.
<TABLE>
The following is a listing of the approximate average physical
occupancy rates for the Partnership's material properties during
each of the last five years:
<CAPTION>
                                           Occupancy Rate        
                                 ---------------------------------

                                 1995   1994   1993   1992    1991
                                 ----   ----   ----   ----    ----
<S>                              <C>    <C>    <C>    <C>     <C>
Warehouse Building               100%   100%   100%   100%    100%
Cloverleaf MHP                    89%    91%    93%    93%     93%
Forest Junction MHP               97%    98%   100%    99%     98%
</TABLE>
<TABLE>
The warehouse building is leased from the Partnership by a single
tenant who then sublets space to a number of tenants.  The tenant
was renting under the first of two 5-year options to renew.  The
current option expired on December 31, 1995.  A second five year
option was available to them at a rent of $.1125 per square foot,
but they chose not to take it and have offered to purchase the
property for $1,550,000.  The Partnership is working with the
current tenant to negotiate a sale to them for a price of
$1,550,000.  The terms of the sale have not been finalized and an
offer to purchase has not been signed.  The tenant is currently
occupying the property and paying rent on a month to month basis.
The tenants rent per square foot for each of the last five years is
as follows:
<CAPTION>
                                        Rent Per Square Foot
                                 ---------------------------------
                                 1995   1994   1993   1992    1991
                                 ----   ----   ----   ----    ----
<S>                            <C>     <C>    <C>    <C>     <C>
                               $.1075  .1075  .1075  .1075   .1075
</TABLE>
<TABLE>
The following is a listing of the average annual per unit rental
rates for the two larger mobile home parks during each of the last
five years:
<CAPTION>
                                    Annual Per Unit Rental Rate
                                 ---------------------------------
      Mobile Home Park           1995   1994   1993   1992    1991
      ----------------           ----   ----   ----   ----    ----
<S>                            <C>     <C>    <C>    <C>     <C>
      Cloverleaf               $2,401  2,288  2,270  2,176   2,050
      Forest Junction          $1,668  1,610  1,554  1,558   1,444
</TABLE>                      

The Federal tax basis for each of the material properties is
identical to the book basis as listed in Schedule III on page F-17
of this report.  Depreciation information on all properties is as
follows:

     Type of Asset        Rate      Method      Depreciable Life
     -------------        ----      ------      ----------------

     Land Improvements     SL        ACRS         15/19/20 Year
     Building              SL        ACRS       19/31.5/39/40 Year
     Equipment            DDB     ACRS/MACRS       5/7/12 Year
<TABLE>
Real estate tax information for the three years covered by this
report for material properties is as follows:
<CAPTION>
                                    1995         1994        1993
                                    ----         ----        ----
<S>                               <C>          <C>         <C>
Warehouse building
     Tax rate (per 1,000)         .027243      .037244     .038181
     Real estate taxes            $48,388       61,014      62,550
Cloverleaf MHP
     Tax rate (per 1,000)         .029511      .027649     .025407
     Real estate taxes            $34,286       29,951      28,252
Forest Junction MHP
     Tax rate (per 1,000)         .035714     .0313714     .032500
     Real estate taxes            $13,493       13,285      13,191
</TABLE>

Item 3.  LEGAL PROCEEDINGS

The Partnership is not subject to any material pending legal
action.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders
during 1995.







                          PART II

Item 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED    
            STOCKHOLDER MATTERS

(a) & (b)   As of December 31, 1995, there were approximately 2,000
            record holders of Interests of the Partnership.  There
            is no public market for Interests and it is not
            anticipated that a public market for Interests will
            develop.  The General Partners will not redeem or
            repurchase Interests.

(c)   All cash available for distribution other than sale or
      refinancing proceeds is distributed to the Limited Partners.
      The Partnership makes distributions, to Limited Partners, of
      cash available for distribution within 45 days after the end
      of each quarter in which such cash is available.  See
      attached financial statements and footnotes for a detailed
      discussion of amounts and timing of distributions to Limited
      Partners.

Item 6.  SELECTED FINANCIAL DATA FOR THE YEARS ENDED DECEMBER 31,
         1995, 1994, 1993, 1992 AND 1991
<TABLE>

             Year Ended Year Ended Year Ended Year Ended Year Ended
              12/31/95   12/31/94   12/31/93   12/31/92   12/31/91
              --------- ---------- ---------- ---------- ----------
<S>         <C>        <C>        <C>        <C>        <C>
Total Income$1,546,286 $1,115,256 $1,830,302 $1,408,019 $1,405,324

Net Income
   (Loss)      417,054   (120,028)   913,991    504,470    536,382

Total Assets 6,111,282  6,308,733  8,633,811 10,069,257 10,450,485

Long Term
   Obligations       0          0          0          0          0

Distributions to Limited
   Partners    642,110  2,203,638  2,292,503    857,814    892,128

Per Interest Data (1):
   Net Income (Loss)     
                 30.08      (8.66)     65.93      36.39      38.69

   Distributions 46.78     160.56     167.03      62.50      65.00
  
   Gain (Loss) on Sale of
   Investment Property      
                     0     (19.65)     39.31          0          0 



<FN>
The above selected financial data should be read in conjunction
with financial statements and related footnotes elsewhere herein.
(1) The Net Income and Distributions per Interest are based on
total
Interests of 13,725 outstanding during the year.
</FN>
</TABLE>

Item 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RAL YIELD + EQUITIES III LIMITED PARTNERSHIP (the "Partnership") is
a Wisconsin Limited Partnership formed on April 29, 1985, under the
Wisconsin Revised Uniform Limited Partnership Act.  The Partnership
was organized to acquire new and existing income producing
properties for cash.  These properties consist primarily of
restaurants (including land and building) to be leased on a "triple
net" lease basis (i.e. for the tenant to pay for maintenance,
repairs, real estate taxes and insurance) to chain restaurants,
including Wendy's and Pizza Hut.  Beginning in 1994 the Partnership
began operating a Rocky Rococo restaurant at a previously vacant
commercial site in Milwaukee, Wisconsin.  The Partnership also
leases a warehouse facility to a single tenant who sublets to a
number of tenants.  The Partnership also owns and operates four
mobile home communities located in Wisconsin and Minnesota.
The Partnership's offering of limited partnership interests to the
public pursuant to the Securities Act of 1933 raised $13,725,000,
in which the above-described properties were purchased for cash.

Liquidity and Capital Resources:

Properties acquired by the Partnership are generally intended to be
held from seven to ten years.  Since the Partnership has purchased
the Properties for cash, liquidity is not reduced by debt service
payments.  During the Properties' holding periods, the investment
strategy is to maintain (on the "triple net lease" restaurant
properties) and improve (on the mobile home parks) occupancy rates
through the application of professional property management
(including selective capital improvements).  The Partnership also
accumulates working capital reserves for normal repairs,
replacements, working capital, and contingencies.

Net cash flow provided by operating activities was $738,000 in
1995, $525,000 in 1994, and $698,000 in 1993, primarily from
earnings and depreciation (amortization), net of increases in
receivables.

As of December 31, 1995, the Partnership had cash of approximately
$502,000 representing undistributed cash flow, working capital and
tenants' security deposits.  Current liabilities amounted to
approximately $256,000.

The Partnership has not experienced, and is not currently
experiencing any liquidity problems.  It is not expected that the
Partnership will experience liquidity problems due to the nature of
the current liabilities.  Approximately $70,000 of the current
liabilities represent tenant security deposits.  The majority of
the remaining current liabilities are accrued and escrowed real
estate taxes payable in installments, in 1996.  The Partnership
expects to meet all of its obligations as they come due.

One of the properties, Coachlite Mobile Home Park needs extensive
work done to bring its sewer system up to the Wisconsin Department
of Natural Resources (DNR) code.  A plan of renovation is being
reviewed with the DNR to determine the most cost effective way of
upgrading the system.  Costs could range from $100,000-200,000.
The Partnership has enough cash on hand to pay for this project,
even at the highest end of the range, so that cash flow
distributions to partners should not be effected.  The Partnership
has listed this property for sale at $175,000.  No offers have been
accepted as of March 30, 1996.
                                 
Results of Operations:

Gross rental revenues varied from $968,000 in 1995 versus $952,000
in 1994 and $1,287,000 in 1993.  The decreases between 1993 and
1994 were due to the sale of five of the commercial properties
during 1993 and 1994 and the sale of one of the mobile home parks
in 1993.  

Total operating expenses, exclusive of restaurant operations and
loss on sales of property, were $724,000 in 1995, $823,000 in 1994,
and $968,000 in 1993.  The decrease between 1993 and 1995 was
primarily a result of the sale of the mobile home park at the end
of 1993 and a decrease in administrative costs.

In September, 1994 the Partnership opened a previously vacant
restaurant as a Rocky Rococo.  During 1995 and 1994, the restaurant
had revenue of $578,000 and $163,000 respectively and expenses of
$447,000 and $180,000, respectively.  Due to start up costs, the
restaurant had unusually high expenses in 1994.  The restaurant had
approximately $137,000 of annual cash flow in 1995 and that is
expected to improve in the future.  

Interest and other income was $41,000 in 1995, $40,000 in 1994 and
$47,000 in 1993.

Net income (loss) was $417,000 in 1995, ($120,000) in 1994 and
$913,000 in 1993.  The large amount of net income in 1993 is a
result of the gains on the sales of the commercial properties.  The
loss incurred in 1994 is a result of the large loss on the sale of
the commercial property and from start up costs incurred due to the
opening of the restaurant.  The decrease is also a result of loss
of income from properties sold in 1993 and 1994.    



Inflation:

Due to the comparatively low level of inflation since the
Partnership commenced operations, the effect of inflation on the
Partnership has not been material to date.  Should the rate of
inflation increase substantially over the life of the Partnership,
it is likely to influence ongoing operations, in particular, the
operating expenses of the Partnership.  Most of the commercial
leases contain clauses permitting pass-through of certain increased
operating costs.  Residential leases are typically of one year or
less in duration; this allows the Partnership to react quickly
(through rental increases) to changes in the level of inflation.
These factors should serve to reduce, to a certain degree, any
impact of rising costs on the Partnership.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Financial Statements and Financial Statement Schedule
on page F-1, incorporated herein by reference.

The supplemental financial information specified by Item 302 of
Regulation S-K is not applicable.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        
ACCOUNTING AND FINANCIAL DISCLOSURE

    a.  Effective November 11, 1994, RAL Yield & Equities III
Limited Partnership (RAL III) dismissed its prior certifying
accountants, Price Waterhouse, and retained Kolb Lauwasser &
Company, S.C. as its new certifying accountants.  Price
Waterhouse's report on RAL III's financial statements
during the fiscal year ended December 31, 1993 and all subsequent
interim periods preceding the date hereof contained no adverse
opinion or a disclaimer of opinion, and was not qualified as to
uncertainty, audit scope or accounting principles.  The decision to
change accountants was approved by RAL III's general partners.

During the fiscal year ended December 31, 1993 and the subsequent
interim period to the date hereof, there were no disagreements
between RAL III and Price Waterhouse on any matters of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Price Waterhouse, would have caused it to
make a reference to the subject matter of the disagreements in
connection with its reports.

None of the "reportable events" described in Item 304(a)(1)(ii)
occurred with respect to RAL III within the last two fiscal years
ended December 31, 1993 and the subsequent interim period to the
date hereof.





    b.  Effective November 11, 1994, RAL III engaged Kolb Lauwasser
& Company, S.C. as its principal accountants.  During the two
fiscal years ended December 31, 1993 and the subsequent interim
period to the date hereof, RAL III did not consult Kolb Lauwasser
& Company, S.C. regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
























                                   























                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE PARTNERSHIP

The General Partners of RAL YIELD + EQUITIES III LIMITED
PARTNERSHIP (the "Partnership") are Robert A. Long, John A. Hanson,
Thomas R. Brophy, and Bart Starr. The General Partners manage and
control the Partnership's affairs and have the general
responsibility and the ultimate authority in all matters
affecting the Partnership's business.  The Partnership has
available to it the services, personnel, and experience of certain
other organizations affiliated with the General Partners, including
RAL Asset Management Group.  The General Partners are also General
Partners of an affiliate, RAL Asset Management Group.  The
relationship of the General Partners to their affiliates is
described under the caption "Conflicts of Interest" on pages 9
through 12 of the Prospectus, a copy of which is filed with Form
S-11 for this Partnership and is hereby incorporated herein by
reference.

The names, ages and business experience of the executive officers
and the significant employees of First Financial Realty Management
are as follows:

                                          Position with RAL Asset
                                          -----------------------
Name                                      Management Group
- - ----                                      -----------------

Robert A. Long                            General Partner
John A. Hanson                            General Partner
Thomas R. Brophy                          General Partner
Bart Starr                                General Partner
Douglas C. Heston                         President (FFRM)
Christine D. Kennedy                      Controller (FFRM)

There is no family relationship among any of the foregoing
officers.  The business experience of the General Partners and
significant employees includes the following:

Robert A. Long, age 54, has, since January 1982, been a partner in
RAL Asset Management Group.  He is co-founder of RAL Asset
Management Group.  Since 1966 Mr. Long has been involved in real
estate consulting, development and syndication.  Mr. Long is a
licensed securities agent.  Since 1981 Mr. Long has been involved
as an individual, general partner, or affiliate in ownership and
management of twenty-six (26) mobile home parks totaling over
2,600 pads in the states of Wisconsin and Minnesota.  Prior to
1981, Mr. Long developed or purchased over 200 commercial
properties in six states and currently owns individually or through
partnerships over 50 restaurants (land and building) leased to
restaurant operators, including Pizza Hut, Hardee's, Taco Bell, and
Rocky Rococo (or their franchisees).  Mr. Long also played
professional football for the Green Bay Packers, Atlanta Falcons,
and Washington Redskins.  Mr. Long received a Bachelor of Science
Degree in Business from Wichita State University in 1965 and is
currently Executive Director of the Vince Lombardi Scholarship Fund
for Wichita State University.  Mr. Long is also on the Board of
Directors of Roundy's Inc., a major Midwest food distributor and
originator of the Pick 'N Save stores.
                                  
John A. Hanson, age 54, has, since March 1982, been a partner in
RAL Asset Management Group.  Mr. Hanson is involved individually,
as a general partner, or as an affiliate, in the ownership and
management of twenty-six (26) mobile home parks in the states of
Wisconsin and Minnesota.  Mr. Hanson has been involved in pension
and profit-sharing and tax consulting for 25 years.  In 1975 he
founded, and since that time has been president of Pension
Designers, Inc., of Appleton, Wisconsin, a firm that specializes in
structuring and consulting with respect to qualified retirement
plans, estate planning, investment sales and sales of life, health
and disability insurance products to individuals, groups or
corporations.  From 1966 to 1971 Mr. Hanson was engaged in tax
consulting, having management and tax accounting responsibilities
for a farm management firm with approximately 200 clients.
Mr. Hanson is past president of the Fox River Valley Association of
Life Underwriters, and the General Agents and Managers Association,
an associate member of the American Society of Pension Actuaries,
a member of the International Association of Financial Planners, a
qualifying and life member of the Million Dollar Round Table, and
a registered principal with the National Association of Securities
Dealers.  Mr. Hanson received his Bachelor of Science Degree in
Agri-Business from the University of Wisconsin - River Falls in
1966.  Mr. Hanson is a licensed securities agent.

Thomas R. Brophy, CLU, ChFC., age 50, has, since March 1982, been
a partner of RAL Asset Management Group.  Mr. Brophy is involved
individually, as a general partner, or as an affiliate in the
ownership and management of twenty-six (26) mobile home parks in
the states of Wisconsin and Minnesota which total approximately
2,600 pads.  Mr. Brophy has been a NASD registered securities
representative since 1969, active in the marketing and sales of
mutual funds, unit investment trusts, stocks, bonds, limited
partnerships and private ventures.  Since 1967 Mr. Brophy has also
been active in the marketing, selling, training, supervising and
managing of personnel, with respect to qualified retirement plans
and personal or business life, health and disability insurance
plans.  He is active in the financial planning field, having been
conferred the degree of Chartered Financial Consultant, by
the American College, Bryn Mawr, PA, in 1984.  He is also
associated with the Principal Financial Group.  Mr. Brophy is an
active member of the National and Wisconsin Association of Life
Underwriters, Million Dollar Round Table, Fox Valley Estate
Planning Council and International Association of Financial
Planners.  He is recipient of the Fox River Valley Association of
Life Underwriters' 1983 "Agent of the Year" award.  A 1967 Bachelor
of Science graduate from Marquette University, Mr. Brophy went on
for advanced studies in insurance, receiving his Chartered Life
Underwriter (CLU) degree from the American College, Bryn Mawr, PA,
in 1975.  Mr. Brophy is a licensed securities agent.

Bart Starr, age 63, has, since January 1984, been a partner in RAL
Asset Management Group.  He is a University of Alabama graduate
with a B.S. Degree in Education.  Since 1970, he has been a partner
in the Bart Starr Motor Company, Birmingham, Alabama. Since 1979 he
has been a member of the Board of Directors of the Sentry Insurance
Company, Stevens Point, Wisconsin.  He was a Green Bay Packer
football player from 1956-1972, the Green Bay Packer Head
Coach from 1975-1983, the NFL Most Valuable Player in 1966, and the
Most Valuable Player in Super Bowls I and II.  Mr. Starr was a CBS
Game Analyst in 1973 and 1974 and the first winner of the Byron
White Award in 1967.  Mr. Starr has been the recipient of numerous
civic and sports awards and is actively engaged in many charitable
and public service organizations.
                               
The following individuals are the employees of the unaffiliated
property management firm who make significant contributions to the
business of the Partnership:

Douglas C. Heston, age 42, is President of First Financial Realty
Management (FFRM). FFRM and affiliates own and/or manage over 50
investment properties.  Mr. Heston received a B.A. degree from Duke
University (North Carolina) with a double major in Economics and
Public Policy Analysis (Statistics) in 1975.  He received an M.S.
degree in Real Estate Investment Analysis from the University of
Wisconsin in 1979.  Previously he worked for real estate appraisal
firms in Atlanta and Milwaukee.  He co-founded RAL Asset Management
Group in 1982 and left at the end of 1984 to found his current
firm.

Christine D. Kennedy, age 30, joined RAL Asset Management Group in
December, 1990, as Assistant Controller.  In November, 1991 she was
promoted to Controller and now works in that position for FFRM.
Prior to that she worked in the audit department of Arthur Young &
Company in Milwaukee, Wisconsin for approximately three years.  She
received her B.B.A. in Accounting from the University of
Wisconsin-Whitewater in 1987.  She is a Certified Public
Accountant.

Item 11.  EXECUTIVE COMPENSATION

(a,b,c, and d)
The Registrant has not paid and does not propose to pay any
executive compensation to the General Partners or any of their
affiliates (other than described in Item 13 below).

(e)   There are no compensatory plans or arrangements regarding
termination of employment or change of control.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

(a)   No person owns of record or is known by the Registrant to own
      beneficially more than 5% of the outstanding Interests of the
      Registrant as of December 31, 1995.
<TABLE>
(b)   As of December 31, 1995, the following General Partners owned
or had beneficial ownership of the following Interests in the
Partnership:

<CAPTION>
Title of Class          Name of Partner          Percent of Class
- - --------------          ---------------          ----------------
<S>                     <C>                          <C>
General Partnership     Robert A. Long                46.73%
Interests               John A. Hanson                22.14
                        Thomas R. Brophy              19.68
                        Bart Starr                    11.45
                                                     ------
                                                     100.00
                                                     =======
</TABLE>
<TABLE>
As of December 31, 1995, the General Partners owned, as a group,
the following Limited Partnership Interests of the Registrant:
<CAPTION>
Title of Class    Amount Beneficially Owned        Percent of Class
- - --------------    -------------------------        ----------------
<S>                   <C>                         <C>
Limited Partnership   49 Interests                Less than 1%
Interests

The General Partners or their affiliates, except as noted above, do
not own any other interest in the Registrant.

(c)   None
</TABLE>

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

(a and b)
The Partnership sold Village Terrace Mobile Home Park to Wisconsin
Homesites III Limited Partnership.  Doug Heston is the President of
the Corporate General Partner of Wisconsin Homesites III.  Mr.
Heston is also the President of First Financial Realty Management,
the company which now manages RAL Yield & Equities III.

Certain General Partners own or control businesses which have
agreed to perform a variety of services for the Partnership.  In
addition, certain General Partners are securities agents for the
managing dealer for the offering of Limited Partnership Interests.






In consideration for these services, the General Partners and
related parties receive certain compensation at amounts which are
provided by the Partnership agreement.  The following table sets
forth the types, amounts and recipients of compensation paid
annually to related parties.


General partners' and affiliates         At lower of cost or     
reimbursable expenses.                   prevailing rates at which
                                         comparable services
                                         could have been obtained
                                         in the same geographic  
                                         area for similar services.

                                         The amount of expenses
                                         reimbursed was $0 in 1995,

                                         $0 in 1994 and $6,883 in
                                         1993.

Property management fee payable to       Residential Property:
RAL Asset Management Group for
property management and rental           At rates prevailing for 
services.                                comparable services where
                                         the properties are
                                         located, but not to exceed

                                         6% of gross revenues.

                                         Other than residential  
                                         properties:

                                         At rates prevailing for 
                                         comparable services where
                                         the properties are
                                         located, but not to exceed

                                         5% of gross revenues where

                                         leasing and related     
                                         services are provided or
                                         3% if such services are 
                                         not provided.  Property 
                                         under a net lease with a
                                         term of ten years or more
                                         is subject to an initial
                                         fee of 3% of gross
                                         revenues payable over five

                                         years plus an annual fee
                                         of 1% of gross revenues.

                                         Total property management
                                         fees were $0, $0 and    
                                         $20,000 in 1995, 1994 and
                                         1993, respectively.





Real estate commissions payable to       The total compensation
RAL Asset Management Group or other      paid all persons for the
related party on sale of Partnership     sale of properties is   
properties.                              limited to 6% of the    
                                         contract price.  An     
                                         affiliate may receive
                                         up to one-half of such  
                                         compensation, where it  
                                         provides brokerage
                                         services, subject to    
                                         certain limitations based
                                         on a minimum return to  
                                         limited partners.  No
                                         commissions have been paid
                                         through December 31, 1995.
























                                   















                                          PART IV

Item 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
            FORM 8-K

(a)   (1 and 2) See Index to Financial Statements and Financial
Statement Schedule on Page F-1.

(b)   Reports on Form 8-K

Form 8-K was filed by the Registrant on November 11, 1994.  The
report contained information on the change of the Registrant's
certifying accountant (see Item 9).

(c)   Exhibits
      See Exhibit 27

(d)   Financial Statement Schedule
See Index to Financial Statements and Financial Statement        
Schedule on Page F-1.


































                    RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                          (A Wisconsin Limited Partnership)

                      TABLE OF CONTENTS TO FINANCIAL STATEMENTS
                          AND FINANCIAL STATEMENT SCHEDULE

                    COVERED BY REPORTS OF INDEPENDENT ACCOUNTANTS
                                     Item 14(a)

                                                            
Reference
                                                            
- - ---------
Reports of Independent Accountants                           

Balance Sheets at December 31, 1995 and 1994                      

Statements of Income for the years ended
December 31, 1995, 1994 and 1993                                  

Statements of Partners' Equity for the
years ended December 31, 1995, 1994 and 1993                      

Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993                            

Notes to Financial Statements                                 

Reports of Independent Accountants on
Financial Statement Schedule                                  

Financial Statement Schedule:  III - Real Estate
and Accumulated Depreciation                                  

Schedules, other than those listed, are omitted for the reason that
they are inapplicable or equivalent information has been included
elsewhere herein.












                     INDEPENDENT AUDITOR'S REPORT
                     ----------------------------

January 18, 1996


To the Partners of
RAL Yield + Equities III Limited Partnership

We have audited the accompanying Balance Sheets of RAL Yield +
Equities III Limited Partnership as of December 31, 1995 and 1994,
and the related Statements of Income, Partners' Equity and Cash
Flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our
audits.

We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit also
includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the 1995 and 1994 financial statements referred to
above present fairly, in all material respects, the financial
position of RAL Yield + Equities III Limited Partnership as of
December 31, 1995 and 1994, and the results of their operations and
cash flows for the years then ended in conformity with generally
accepted accounting principles.

Respectfully submitted,



Kolb Lauwasser & Co., S.C.















                    REPORT OF INDEPENDENT ACCOUNTANTS
                    ---------------------------------


January 18, 1994



To the Partners of
RAL Yield + Equities III
Limited Partnership:


In our opinion, the statements of income and partners' equity and
of cash flows as of and for the year ended December 31, 1993 (which
has been incorporated by reference in this Form 10-K Annual Report)
present fairly, in all material respects, the financial position,
results of operations and cash flows of RAL Yield + Equities III
Limited Partnership as of and for the year ended December 31,
1993, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the General
Partners; our responsibility is to express an opinion on these
financial statements based on our audit.  We conducted our audit of
these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used
and significant estimates made by the General Partners, and
evaluating the overall financial statement presentation.  We
believe that our audit provide a reasonable basis for the opinion
expressed above.  We have not audited the financial statements of
RAL Yield + Equities III Limited Partnership for any period
subsequent to December 31, 1993.




















<TABLE>
                RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                              Balance Sheets
                              --------------
                            As of December 31,
<CAPTION>
        ASSETS                             1995         1994
        ------                          ---------    ---------
<S>                                     <C>          <C>
Income-Producing Properties - Notes #1, #3, #4 and #5
- - ---------------------------
  Buildings and land improvements        6,093,655    6,087,873
  Equipment                                102,223       99,431
  Construction in progress                    -           2,250
                                          ---------    ---------
                                         6,195,878    6,189,554
  Less:  Accumulated depreciation        1,942,969    1,724,368
                                         ---------    ---------
                                         4,252,909    4,465,186
  Land                                   1,329,308    1,329,308
                                         ---------    ---------
    Total Income-Producing Properties    5,582,217    5,794,494
                                         ---------    ---------
Other
- - -----
  Cash and cash equivalents - Note #1      502,133      415,471
  Rent and other receivables - Note #1       1,266        9,236
  Note receivable - Notes #1 and #5         13,000       18,000
  Prepaid expenses                           5,166        3,087
  Deferred charges - Note #1                 7,500       68,445
                                          ---------    ---------
    Total Other                            529,065      514,239
                                          ---------    ---------
     Total Assets                        6,111,282    6,308,733
                                          =========    =========

     LIABILITIES AND PARTNERS' EQUITY
     --------------------------------

Liabilities
- - -----------
  Accounts payable and accrued expenses   180,460      163,126
  Tenants' security deposits               69,871       64,308
  Prepaid rent                              6,370        1,662
                                         ---------    ---------
    Total Liabilities                     256,701      229,096
                                         ---------    ---------







Partners' Equity
- - ----------------
  General partners                         39,419       35,248
  Limited partners                      5,815,162    6,044,389
                                        ---------    ---------
    Total Partners' Equity              5,854,581    6,079,637
                                        ---------    ---------
     Total Liabilities and
        Partners' Equity                6,111,282    6,308,733
                                        =========    =========

<FN>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</FN>
</TABLE>
                                      






































<TABLE>
                  RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                             Statements of Income
                             --------------------
                      For the years ended December 31,
<CAPTION>
                                     1995      1994       1993
                                  ---------  ---------  ---------
<S>                               <C>        <C>        <C>
Revenues
- - --------
  Rental income                     967,946    952,358  1,286,709
  Gain on sale of property             -          -       543,593
  Restaurant income                 578,340    162,898       -
                                  ---------  ---------  ---------
    Total Revenues                1,546,286  1,115,256  1,830,302
                                  ---------  ---------  ---------

Expenses
- - --------
  Property management fees           56,848     47,754     39,633
  Property management fees -
     affiliates                        -          -        20,000
  Administrative expenses           126,773    178,735     86,634
  Administrative expenses -
     affiliates                        -          -         6,883
  Property operating expenses       257,468    260,655    422,982
  Provision for delinquent real
    estate taxes                       -          -         9,158
  Amortization and depreciation     280,647    333,736    372,998
  Loss on sale of property             -       272,360       -
  Restaurant operating expenses     446,595    180,076       -
  Other                               1,983      1,838      5,113
                                   ---------  ---------  ---------
    Total Expenses                1,170,314  1,275,154    963,401
                                   ---------  ---------  ---------
     Income (Loss) Before
         Other Income               375,972   (159,898)   866,901
                                   ---------  ---------  ---------
Other Income
- - ------------
  Interest                           24,087     23,798     27,905
  Miscellaneous                      18,820     16,072     19,185
  Loss on sale of fixed assets       (1,825)      -          -
                                  ---------  ---------  ---------
    Total Other Income               41,082     39,870     47,090
                                  ---------  ---------  ---------
      Net Income (Loss)             417,054   (120,028)   913,991
                                  =========  =========  =========
Net income (loss) per limited
  partner interest                    30.08      (8.66)     65.93
                                  =========  =========  =========


Allocation of Income (Loss):
  Limited partners                  412,883   (118,828)   904,889
  General partners                    4,171     (1,200)     9,102
                                  ---------  ---------  ---------
                                    417,054   (120,028)   913,991
                                   =========  =========  =========

<FN>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</FN>
</TABLE>
                                      










































<TABLE>
                 RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                        Statements of Partners' Equity
                        ------------------------------
                        For the years ended December 31,
<CAPTION>

<S>            <C>         <C>    <C>         <C>          <C>

               Limited  General    1995        1994        1993
               Partners Partners   Total       Total       Total
             ---------- ------- ----------  ----------  ----------
Capital contributions:
  Contributed cash       
             13,725,000  1,000  13,726,000  13,726,000  13,726,000
  Less: Syndication
     costs    1,232,840   -      1,232,840   1,232,840   1,232,840
             ---------- ------  ----------  ----------  ----------

  Net contri-
     butions 12,492,160  1,000  12,493,160  12,493,160  12,493,160
             ---------- ------  ----------  ----------  ----------

Accumulated income:
  Balance, begin-
     ning     4,153,894 34,248   4,188,142   4,308,170   3,394,179
  Current net income
     (loss)     412,883  4,171     417,054    (120,028)    913,991
             ---------- ------  ----------  ----------  ----------

  Balance,
     ending   4,566,777 38,419   4,605,196   4,188,142   4,308,170
             ---------- ------  ----------  ----------  ----------

Accumulated distributions:
  Balance, beginning    
            (10,601,665)  -    (10,601,665) (8,398,027) (6,105,524)
  Current distributions    
               (642,110)  -       (642,110) (2,203,638) (2,292,503)
              ---------- ------  ----------  ----------  ----------

Balance,
   ending   (11,243,775)  -    (11,243,775)(10,601,665) (8,398,027)
             ---------- ------  ----------  ----------  ----------

Total Partners'
   Equity     5,815,162 39,419   5,854,581   6,079,637   8,403,303
             ========== ======  ==========  ==========  ==========


<FN>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</FN>
</TABLE>

<TABLE>
                RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                          Statements of Cash Flows
                          ------------------------
                      For the years ended December 31,
<CAPTION>

                                    Cash Increase or (Decrease)
                                  --------------------------------
                                     1995      1994        1993
                                   -------   ---------   ---------
<S>                                <C>       <C>          <C>
Cash Flows From Operating Activities
- - ------------------------------------
  Net income (loss)                417,054    (120,028)    913,991
  Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:

    Amortization and depreciation  280,647     333,736     372,998
    (Gain) loss on sale of property   -        272,360    (543,593)
    Loss on fixed assets             1,825        -           -
    Addition (reduction) to reserve for
      doubtful accounts             (6,843)     44,439        -

  Decrease (increase) in
  ----------------------
    Rent and other receivables, net 19,813        (830)     11,547
    Prepaid expenses                (2,079)     (3,087)       -

  Increase (decrease) in
  ----------------------
    Accounts payable and accrued
       expenses                     17,334      (5,300)    (20,170)
    Tenants' security deposits       5,563       3,527     (31,344)
    Prepaid rent                     4,708         361      (5,423)
                                   -------   ---------   ---------
 Net Cash Provided by
    Operating Activities           738,022     525,178     698,006
                                   -------   ---------   ---------
Cash Flows From Investing Activities
- - ------------------------------------
  Additions to income-
     producing properties          (9,675)    (139,659)   (107,622)
  Proceeds from sale of income-
    producing property               -         200,100   3,516,349
  Proceeds from sale of fixed assets  425         -           -
                                    -------   ---------   ---------
     Net Cash Provided (Used) by
       Investing Activities        (9,250)      60,441   3,408,727
                                    -------   ---------   ---------
Cash Flows From Financing Activities
- - ------------------------------------
  Distributions to partners      (642,110)  (2,203,638) (2,292,500)
                                  -------   ---------   ---------
    Net Increase (Decrease) in Cash    
                                   86,662   (1,618,019)  1,814,233

    Cash and cash equivalents -
       Beginning of Year          415,471    2,033,490     219,257
                                  -------    ---------   ---------
    Cash and cash equivalents-
       End of Year                502,133      415,471   2,033,490
                                  =======    =========   =========
<FN>
   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE STATEMENTS.
</FN>
</TABLE>









































      RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
              Notes to Financial Statements             
              -----------------------------
   For the years ended December 31, 1995, 1994 and 1993

Note #1  Summary of Significant Accounting Policies
- - -------  ------------------------------------------

A.  Nature of Business
    ------------------
RAL Yield + Equities III Limited Partnership (the Partnership) is
a Wisconsin limited partnership formed on March 5, 1984 under the
provisions of the Wisconsin Uniform Limited Partnership Act, to
acquire for cash, operate, lease, develop and eventually sell
income-producing real estate properties.  The Partnership owns and
operates four mobile home parks and one restaurant.  It also leases
four commercial properties, three to restaurant franchisors and one
for warehousing space.  These properties are located primarily in
southeastern Wisconsin. The Partnership will terminate December 31,
2014, except in the event of prior sale of the Partnership's
properties, action by a majority interest of the Limited Partners
or certain other events.

Effective December 12, 1986, the Partnership completed its offering
of limited partnership interests.  A total of 13,725 interests were
sold for an aggregate contribution of $13,725,000.  In connection
with the sale of limited partnership interests, the Partnership
incurred approximately $1,233,000 of costs to raise capital,
including sales commissions of $1,098,000 and other offering costs
of $135,000, which were charged against partners' equity.

B.  Method of Accounting
    --------------------
Assets, liabilities, revenue and expenses are recognized on the
accrual basis method of accounting.

The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from these estimates.

C.  Income-Producing Properties
    ---------------------------
Income-producing properties are carried at the lower of cost less
accumulated depreciation or fair value.  Cost includes acquisition
fees paid to RAL Asset Management Group.  Management periodically
evaluates a property's fair value based upon occupancy rate and
comparison to similar properties in the same geographic area.
<TABLE>
For financial statement purposes, depreciation is determined using
the straight-line method.  For income tax reporting purposes,
buildings and land improvements are depreciated using the
straight-line method where equipment is depreciated using
accelerated methods.  Depreciable lives for financial statement and
income tax purposes are set forth below:
<CAPTION>

             
                                       Depreciable Lives
                                 -----------------------------
                                   Financial        Income Tax
                                   Reporting         Reporting
                                   ---------       -------------
              <S>                   <C>              <C>
              Land improvements     30 years         15-31.5 years
              Buildings             30 years         15-39.0 years
              Equipment             5-7 years        3-7 years
</TABLE>
D.  Allowance for Doubtful Accounts
    -------------------------------
Receivables are reviewed periodically by management to determine
the adequacy of the allowance for doubtful accounts.  Based upon
managements' evaluation, an allowance for doubtful accounts of
$60,790 and $67,633 was necessary as of December 31, 1995 and 1994,
respectively.

E.  Deferred Charges
    ----------------
Costs incurred with respect to organizing the Partnership were
deferred and have been fully amortized.  Prepaid management fees
incurred in the initial public offering are amortized to expense on
the straight-line method over the term (ten years) of the
management agreement.  Commission fees incurred to lease the
properties have been deferred and amortized over the respective
lease term.
<TABLE>
         Deferred charges consist of the following at December 31:
<CAPTION>

                                           1995         1994
                                          ------       ------
         <S>                              <C>          <C>
         Deferred management fees         1,029,375    1,029,375
         Leasing commission                  15,000       15,000
                                          ---------    ---------
                                          1,044,375    1,044,375
         Less:  Accumulated amortization  1,036,875      975,930
                                          ---------    ---------
                                              7,500       68,445
                                          =========    =========
</TABLE>




F.  Leases
    ------
The Partnership has determined that all leases relating to the
income-producing properties are properly classified as operating
leases; therefore, rental income is reported when earned and the
cost of each of the properties, excluding cost of land, is
depreciated over its estimated useful life.


                                      












































                RAL YIELD + EQUITIES III LIMITED PARTNERSHIP
                       Notes to Financial Statements
                       -----------------------------
            For the years ended December 31, 1995, 1994 and 1993


Note #1  Summary of Significant Accounting Policies (Cont'd)
- - -------  ------------------------------------------
G.  Income Taxes
    ------------
No income taxes will be payable or provided for by the Partnership
since net income or loss is includable in the respective tax
returns of the partners.  In the initial year of ownership of
partnership interests, each individual partner's share of taxable
income or loss, tax credits and distributions is allocated to them
on a pro-rata basis which considers the number of days in the year
during which their respective interests were held.
<TABLE>
The Partnership files its income tax return on the accrual basis of
accounting.  The following reconciles the income reported in the
accompanying Statements of Income to that reported in the tax
returns:
<CAPTION>

                                      1995      1994        1993
                                     -------   -------     -------
<S>                                 <C>      <C>         <C>
Net income (loss) Statements
   of Income                        417,054  (120,028)    913,991
Book bad debt reserve in excess of
 tax bad debt reserve                   157    44,084    (133,060)
Book loss on disposal of assets in excess
 of tax loss                           -       30,460        -
Other book/tax differences (principally
 depreciation and amortization)     (95,606)  (62,206)      8,035
                                    -------   -------     -------

Net income (loss) for tax purposes  316,605  (107,690)    788,966
                                    =======   =======     =======
</TABLE>

H.  Cash and Cash Equivalents
    -------------------------
For purposes of the Statements of Cash Flows, the Partnership
considers all short-term investments in interest-bearing bank
accounts and certificates of deposits with a maturity of three
months or less, to be equivalent to cash.  Several demand deposit
accounts are at one financial institution.  Such funds on deposit
exceeded the federally insured limit by $359,307 and $264,022 for
the years ended December 31, 1995 and 1994, respectively.





I.  Reclassifications
    -----------------

Certain information contained in the 1993 financial statements has
been reclassified to conform with the 1995 and 1994 presentation.

Note #2  General Provision of the Limited Partnership Agreement
- - -------  ------------------------------------------------------

Pursuant to the terms of the partnership agreement, net income or
losses of the Partnership from operations and losses on sale of
income-producing properties are allocated 99% to the limited
partners and 1% to the general partners.

In general, profits from the sale of income-producing properties
will be allocated first to limited partners to the extent necessary
to eliminate any deficit in their capital accounts, and then to
general partners to the extent necessary to eliminate any deficit
in their capital accounts, and finally, to each limited partner
until they have received distributions equal to their original
capital contribution less previous distributions.  The remainder of
the profits will be allocated 75% to the limited partners and 25%
to the general partners provided that general partners will be
allocated at least 1% of the total profits from the sale of
income-producing properties.  The general partners' share of sale
or refinancing proceeds is subject to the limited partners earning
specified noncompounded rates of return on their original
investment.  The priority rates of return for limited partners are
dependent upon when they acquired their interest in the
Partnership.

The partnership agreement requires that distributions to limited
partners of Cash Available for Distribution (as defined in the
Prospectus dated August 27, 1985) shall be made in such amounts and
at such times as the general partners may determine, but not less
frequently than semi-annually. 


















Note #3  Income-Producing Properties
- - -------  ---------------------------
<TABLE>
         A summary of income-producing properties as of December 31
follows:
<CAPTION>

                                                1995         1994
                                              ---------   ---------
  <S>                                        <C>          <C>
  Mobile home parks (four in 1995 and 1994)  3,068,076    3,061,750
  Restaurant properties
     (four in 1995 and 1994)                 2,758,372    2,758,372
  Warehouse building                         1,698,740    1,698,740
                                             ---------    ---------
                                             7,525,186    7,518,862
  Less:  Accumulated depreciation            1,942,969    1,724,368
                                             ---------    ---------
                                             5,582,217    5,794,494
                                             =========    =========
</TABLE>
During 1993, the Partnership recorded gains on the sale of four
restaurants and one mobile home park in the amount of $543,593.

During 1994, the Partnership recorded a loss on the sale of one
restaurant in the amount of $272,360.

Note #4  Leases of Income-Producing Properties
- - -------  -------------------------------------
At December 31, 1995, the Partnership owned three restaurant
properties, all of which are currently leased.  The fourth
restaurant property is operated by the Partnership.  The restaurant
properties are generally leased under fourteen to twenty year lease
terms with two five-year options to renew the leases at the end of
the original term.  Rent, which is payable monthly, is equal to the
greater of a percentage of gross sales or a minimum base rental
stated in the lease.

All of the restaurant leases described above are "triple net" to
the Partnership.  Thus, the lessees are responsible for all
occupancy costs such as maintenance, insurance, taxes and
utilities.  The Partnership, however, is contingently liable for
real estate taxes that are owed by its tenants.  Additionally, in
1993, the Partnership paid and charged to other operating expenses
approximately $24,000, in real estate taxes on vacant restaurant
properties.  All rents received to date are based on the minimum
rentals as none of the properties have exceeded the gross
sales levels as defined in the leases.

The Partnership has a lease agreement dated January 1, 1989 with a
tenant for the warehouse building calling for increasing monthly
rentals of $13,950 to $16,663 through the year 1995.  The tenant
exercised their first option to continue to lease the property
through 1995.  As of December 31, 1995, the tenant is occupying the
warehouse on a month-to-month lease.

The approximate minimum annual rental commitments under
long-term lease agreements in effect at December 31, 1995 are as
follows:

                       
                        1996                   165,000
                        1997                   165,000
                        1998                   174,000
                        1999                   166,000
                        2000                   210,000
                        Thereafter             447,000
                                             ---------
                                             1,327,000
                                             =========

The Partnership also operates four mobile home parks which have a
total of 317 rental spaces.  As of December 31, 1995 and 1994 a
total of 286 and 291 spaces, respectively, were leased.  The mobile
home parks receive income on a monthly basis from tenant leases
which normally have lease terms of one year or less.  Rental
revenue for the parks was approximately $597,000, $586,000 and
$855,000 in 1995, 1994 and 1993, respectively.

Note #5  Notes Receivable
- - -------  ----------------

Des Moines, Iowa Property
- - -------------------------

In 1989, the Partnership also received a $53,439 promissory note
from the Dannig Corporation, an unrelated entity, for past due rent
of a restaurant property.  The terms of the note required monthly
interest payments at 10%, with the unpaid principal and interest
due July 31, 1992.  An official of the Dannig Corporation
personally guaranteed the note with his 38 shares in Pizza Slices,
Inc.  Subsequently, the Dannig Corporation filed bankruptcy.
Independent of the bankruptcy, the officer sold his shares to the
officers of Pizza Slices, Inc., who had tendered an offer to
purchase all outstanding corporate shares.  The officers of
Pizza Slices, Inc., are general partners in the Partnership.  Upon
notification by the Partnership of its rights in those shares
purchased, subsequent payments for the shares were sent directly to
the Partnership by the officers.  Payments received in 1995 on this
note of $4,287 were for interest only.  As of December 31, 1995,
the outstanding principal of $44,439 and interest of $16,351 had
been fully reserved for, due to the uncertainty of collection.

In October, 1991, an agreement was entered into between the
Partnership and a tenant for the lease of certain restaurant
facilities owned by the Partnership.  In April, 1992, the tenant
vacated the facilities and ceased making the required monthly rent
payments.  During 1993, the Partnership made an agreement with that
former tenant calling for a settlement in the amount of $46,000,
payable in equal $1,000 monthly installments commencing June 1,
1993.  For the years ended December 31, 1995, 1994 and 1993, the
Partnership had received all scheduled payments in accordance with
the agreement.


Note #6  Related Party Transactions
- - -------  --------------------------
Certain general partners own or control businesses which have
agreed to perform a variety of services for the Partnership.  In
addition, certain general partners were securities agents for the
managing dealer which offered the limited partnership interests.

In consideration for these services, the general partners and their
affiliates received or will receive certain compensation at amounts
which are provided by the partnership agreement.  The following
table sets forth the types, amounts and recipients of compensation
paid annually by the Partnership to the general partners and their
affiliates.

      Affiliate and Service               Amount of Compensation
     ---------------------               ----------------------
General partners' and affiliates       At lower of cost or       
reimbursable expenses.                 prevailing rates at
                                       which comparable services 
                                       could have been
                                       obtained in the same      
                                       geographic area for
                                       similar services.  The    
                                       amount of expenses
                                       reimbursed was $6,883 in  
                                       1993.

Property management fee payable to     Residential property:
RAL Asset Management Group for prop-
erty management and rental services.   At rates prevailing for   
                                       comparable services
                                       where the properties are  
                                       located, but not
                                       to exceed 5% of gross     
                                       revenues.

                                       Other than residential    
                                       properties:

                                       At rates prevailing for   
                                       comparable services
                                       where properties are      
                                       located, but not to
                                       exceed 6% of gross revenues
                                       where leasing and related 
                                       services are provided, or 3%
                                       if such services are not  
                                       provided. Property under a
                                       net lease with a term of
                                       ten years or more is subject

                                       to an initial fee of 3% of
                                       gross revenues payable over
                                       five years plus an annual 
                                       fee of 1% of gross revenues.

                                       Total property management 
                                       fees incurred were $20,000
                                       in 1993.

Effective June 1, 1993, the Partnership entered into new property
and partnership management agreements.  The partnership management
agreement is with an unrelated management company.  The property
management agreement is with a related entity owned by the same
general partners.  The related property management firm
simultaneously subcontracted with the same unrelated management
company handling the partnership management.  The terms and
conditions of these agreements are similar to the above related
party agreements, which they replace.












                                      




















<TABLE>
RAL-YIELD EQUITIES III LIMITED PARTNERSHIP
  (A Wisconsin Limited Partnership)
Schedule of Real Estate and Accumulated Depreciation
                   December 31, 1995
<CAPTION>
Col. A               Col. B    Col. C                  Col. D
- - -------------------- ------- ----------------------- ------------
                              Initial cost to           Costs
                              Partnership             Capitalized
                              ----------------------- Subsequent to
                                                      Acquisition
                      Encum-             Buildings &  -------------
Description           brances    Land    Improvements
Improvements(b)
- - --------------------  ------- ---------- ------------ -------------
<S>                     <C>    <C>         <C>        <C>
Rocky Rococo Rest.
Milwaukee, WI           (a)     $300,000    $382,632    $162,844
Pizza Hut Restaurant
 Minnetonka, MN         (a)      196,400     485,358       2,740
Forest Junction MHP
 Town of Brillon, WI    (a)       99,500     390,179     133,787
Vacant Restaurant
 Des Moines, IA         (a)      225,000     332,080    (557,080)
Vacant Restaurant
 West Des Moines, IA    (a)      245,000     399,600    (644,600)
Net Lease Warehouse
 Fond du Lac, WI        (a)       73,600   1,589,475      35,665
Pizza Hut Restaurant
 Normal, IL             (a)      260,000     362,900           0
Hardee's Restaurant
 Chaska, MN             (a)      200,000     372,860    (572,860)
Wendy's Restaurant
 Waukesha, WI           (a)      180,000     425,499           0
Coach Lite MHP
 Green Lake, WI         (a)       30,000     280,629      (6,876)
Village Terrace MHP
 Johnson Creek, WI      (a)      100,000   1,010,133  (1,110,133)
Shamrock MHP
 Albany, MN             (a)       20,000     187,500      23,854
Cloverleaf MHP
 St. Cloud, MN          (a)      180,000   1,686,339     115,160
Hardee's Restaurant
 Eagan, MN              (a)      221,620     386,000    (607,620)
Hardee's Restaurant
 Coon Rapids, MN        (a)      209,010     304,418    (513,428)
                               ----------  ----------  ---------- 

Total                          2,540,130   8,523,602  (3,538,547)
                               =========   =========   ========= 


</TABLE>

<TABLE>
RAL-YIELD EQUITIES III LIMITED PARTNERSHIP
  (A Wisconsin Limited Partnership)
Schedule of Real Estate and Accumulated Depreciation
FILE: RESCH3                    December 31, 1995
<CAPTION>
Col. A                               Col. E
- - ---------------------- --------------------------------------------
                       Gross Amount at which Carried
                       at Close of Period
                       --------------------------------------------
                                  Buildings and
Description             Land      Improvements(b)       Total
- - ---------------------- ---------  ---------------    -----------
<S>                   <C>             <C>             <C>
Rocky Rococo Restaurant
 Milwaukee, WI         $300,000        $545,476        $845,476
Pizza Hut Restaurant
 Minnetonka, MN         196,400         488,098         684,498
Forest Junction MHP
 Town of Brillon, WI     99,500         523,966         623,466
Vacant Restaurant
 Des Moines, IA               0               0               0
Vacant Restaurant
 West Des Moines, IA          0               0               0
Net Lease Warehouse
 Fond du Lac, WI         73,600       1,625,140       1,698,740
Pizza Hut Restaurant
 Normal, IL             260,000         362,900         622,900
Hardee's Restaurant
 Chaska, MN                   0               0               0
Wendy's Restaurant
 Waukesha, WI           180,000         425,499         605,499
Coach Lite MHP
 Green Lake, WI          19,808         211,945         231,753
Village Terrace MHP
 Johnson Creek, WI            0               0               0
Shamrock MHP
 Albany, MN              20,000         211,354         231,354
Cloverleaf MHP
 St. Cloud, MN          180,000       1,801,499       1,981,499
Hardee's Restaurant
 Eagan, MN                    0               0               0
Hardee's Restaurant
 Coon Rapids, MN              0               0               0

                      ---------       ----------      ---------
Total                 1,329,308       6,195,877       7,525,185
                      =========       ==========      ==========
</TABLE>




<TABLE>
RAL-YIELD EQUITIES III LIMITED PARTNERSHIP
  (A Wisconsin Limited Partnership)
Schedule of Real Estate and Accumulated Depreciation
FILE: RESCH3                December 31, 1995
<CAPTION>
Col. A                Col. F       Col. G       Col. H      Col. I
- - -----------------  ------------  ----------  -----------  --------
                                                        Depreciable
                   Accumulated                   Date     Life per
                   Depreciation    Date of    Acquired by  Income
Description        (Book basis)  Construction Partnership Statement
- - -----------------  ------------  ----------  -----------  ---------
<S>                 <C>            <C>          <C>           <C>
Rocky Rococo Restaurant
 Milwaukee, WI       $158,687      1985         11/01/85      (d)
Pizza Hut Restaurant
 Minnetonka, MN       166,767      1985         10/28/85      (d)
Forest Junction MHP
 Town of Brillon, WI  174,767       VAR         12/10/85      (d)
Vacant Restaurant
 Des Moines, IA             0      1985         02/04/86      (d)
Vacant Restaurant
 West Des Moines, IA        0      1985         03/05/86      (d)
Net Lease Warehouse
 Fond du Lac, WI      519,513      1978         05/12/86      (d)
Pizza Hut Restaurant
 Normal, IL           114,920      1985         07/31/86      (d)
Hardee's Restaurant
 Chaska, MN                 0      1984         08/01/86      (d)
Wendy's Restaurant 
 Waukesha, WI         132,376      1986         09/05/86      (d)
Coach Lite MHP     
 Green Lake, WI        64,063       VAR         10/24/86      (d)
Village Terrace MHP  
 Johnson Creek, WI          0       VAR         11/12/86      (d)
Shamrock MHP  
 Albany, MN            59,938       VAR         11/20/86      (d)
Cloverleaf MHP
 St. Cloud, MN        551,937       VAR         11/20/86      (d)
Hardee's Restaurant
 Eagan, MN                  0      1984         02/12/87      (d)
Hardee's Restaurant            
 Coon Rapids, MN            0      1983         02/12/87      (d)

                    ---------
Total               1,942,968
                    =========
</TABLE>





                    RAL-YIELD EQUITIES III LIMITED PARTNERSHIP
                       (A Wisconsin Limited Partnership)

NOTES TO SCHEDULE III

(a)  All properties are unencumbered at December 31, 1995.

(b)  Includes personal property.

(c)  The aggregate cost of land, buildings and improvements for
Federal Income Tax purposes is the same as for book purposes.
<TABLE>
(d)  Depreciation expense is computed based upon the following
estimated useful lives:
<CAPTION>
                                                    Years
                                          ------------------------
                                          Financial       Income
                                          Statement         Tax
                                          Purposed        Purposes
                                          ---------       --------
     <S>                                     <C>           <C>
     Buildings and Improvements               30           15-40
     Personal Property                       5-15           5-12
</TABLE>

<TABLE>
(e)       Reconciliation of Real Estate
    ------------------------------------------
    <S>                                            <C>
    Balance at January 1, 1993                     $11,380,333

        Acquisitions                                         0
        Improvements                                   107,622
        Cost of investment property sold            (3,542,034)
                                                    ----------
    Balance at December 31, 1993                     7,945,921

        Acquisitions                                         0
        Improvements                                   139,659
        Cost of investment property sold              (566,718)
                                                    ----------
    Balance at December 31, 1994                     7,518,862

        Acquisitions                                         0
        Improvements                                     9,675
        Cost of investment property sold                (3,352)
                                                    ----------
    Balance at December 31, 1995                    $7,525,185
                                                    ==========
</TABLE>




<TABLE>
                    RAL-YIELD EQUITIES III LIMITED PARTNERSHIP
                       (A Wisconsin Limited Partnership)

                    Reconciliation of Accumulated Depreciation
<CAPTION>
<S>                                                  <C>
Balance at January 1, 1993                           $1,910,346

  Depreciation expense for the period                   258,410
  Sale of investment property                          (569,278)
                                                     ----------
Balance at December 31, 1993                          1,599,478

  Depreciation expense for the period                   219,150
  Sale of investment property                           (94,260)
                                                     ----------
Balance at December 31, 1994                          1,724,368

  Depreciation expense for the period                   219,700
  Sale of investment property                            (1,100)
                                                     ----------
Balance at December 31, 1995                         $1,942,968
                                                     ==========

</TABLE>




























                                  SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

RAL YIELD + EQUITIES III LIMITED PARTNERSHIP


BY:  Robert A. Long
     -------------------------------
     Robert A. Long, General Partner


DATE:  March 30, 1996

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


Signature                     Title                        Date
- - ------------------------------------------------------------------

Robert A. Long                General Partner of RAL       03/30/96
- - --------------------          Yield + Equities III         -------
Robert A. Long                Limited Partnership


John A. Hanson                General Partner of RAL       03/30/96
- - ------------------            Yield + Equities III         -------
John A. Hanson                Limited Partnership


Christine D. Kennedy          Controller, First Financial  03/30/96
- - --------------------          Realty Management            -------
Christine D. Kennedy



<TABLE> <S> <C>

<ARTICLE>                5
       
<S>                                     <C>
<PERIOD-TYPE>                          YEAR
<FISCAL-YEAR-END>        DEC-31-1995
<PERIOD-END>             DEC-31-1995
<CASH>                                                   502,133
<SECURITIES>                                                   0
<RECEIVABLES>                                              1,266
<ALLOWANCES>                                                   0
<INVENTORY>                                                    0
<CURRENT-ASSETS>                                         529,065
<PP&E>                                                 5,582,217
<DEPRECIATION>                                         1,942,969
<TOTAL-ASSETS>                                         6,111,282
<CURRENT-LIABILITIES>                                    256,701
<BONDS>                                                        0
                                          0
                                                    0
<COMMON>                                                       0
<OTHER-SE>                                             5,854,581
<TOTAL-LIABILITY-AND-EQUITY>                           6,111,282
<SALES>                                                        0
<TOTAL-REVENUES>                                       1,589,183
<CGS>                                                          0
<TOTAL-COSTS>                                          1,170,314
<OTHER-EXPENSES>                                           1,825
<LOSS-PROVISION>                                               0
<INTEREST-EXPENSE>                                             0
<INCOME-PRETAX>                                          417,054
<INCOME-TAX>                                                   0
<INCOME-CONTINUING>                                      417,054
<DISCONTINUED>                                                 0
<EXTRAORDINARY>                                                0
<CHANGES>                                                      0
<NET-INCOME>                                             417,054
<EPS-PRIMARY>                                                  0
<EPS-DILUTED>                                                  0
        

</TABLE>


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