SECURED INVESTMENT RESOURCES FUND LP III
10-Q, 1996-08-14
REAL ESTATE
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                                      FORM 10-Q


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

For the quarter ended       June 30, 1996               

                                         OR

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

For the transition period                   to                    
Commission File Number                    33-24235                

         SECURED INVESTMENT RESOURCES FUND, L.P. III 
        (Exact name of registrant as specified in its charter)
 

                Missouri                          48-6291172      
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)


   5453 W. 61st Place, Mission, Kansas               66205        
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number,                  (913) 384-5700    
including area code

Securities registered pursuant to Section 12(b) of the Act:

                           None  
        
Securities registered pursuant to Section 12(g) of the Act:

          Limited Partnership Interests ("Units")

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 such shorter periods that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes    X     No       
<PAGE>

               SECURED INVESTMENT RESOURCES FUND, L.P. III


                                             Index


PART I.  FINANCIAL INFORMATION                               Page

Item 1.   Financial Statements (Unaudited):        

          Consolidated Balance Sheets -- June 30, 1996
           and December 31, 1995                               3-4

          Consolidated Statements of Operations -- Three
           and Six Months Ended June 30, 1996 and 1995           5        
          Consolidated Statements of Partnership Capital --  
           Six Months Ended June 30, 1996 and
           the Years Ended December 31, 1995 and 1994            6
                  
          Consolidated Statements of Cash Flows -- Six 
           Months Ended June 30, 1996 and 1995                   7
 
          Notes to Consolidated Financial Statements           8-9

Item 2.   Management's Discussion and Analysis
           of Financial Condition and Results 
           of Operations                                        10    
PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                     11

Item 2.   Changes in Securities                                 11

Item 3.   Defaults Upon Senior Securities                       11


Item 4.   Submission of Matters to a Vote of 
           Security Holders                                     11

Item 5.   Other Information                                     11

Item 6.   Exhibits and Reports on Form 8-K                      11


SIGNATURES                                                      12
<PAGE>

PART I.   FINANCIAL INFORMATION

Item 1.   FINANCIAL STATEMENTS

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS

                                           June 30,
                                            1996         December 31,
                                         (Unaudited)         1995     
ASSETS

INVESTMENT PROPERTIES                      
  Land and buildings                    $  14,565,907    $  14,561,536
  Furniture, fixtures, and equipment        1,427,498        1,377,961
                                           __________       __________
                                           15,993,405       15,939,497
  Less accumulated depreciation             4,462,921        4,202,665
                                           __________       __________
                                           11,530,484       11,736,832
                                           __________       __________

RESTRICTED DEPOSIT
  Certificate of Accrual on
   Treasury Security                          862,766          827,509
                                           __________       __________


OTHER ASSETS
  Cash                                        343,843          486,886
  Rents and other receivables, less
   allowance of $12,250 in 1996 and 
   $7,150 in 1995                               6,048            3,785
  Prepaid expenses, deposits and other         56,394           27,169
  Due from related parties--Note C 
    Note Receivable                            72,202           74,643
    Syndication Costs                          21,751           21,751
  Debt issuance costs, net of 
   accumulated amortization of 
   $33,541 in 1996 and $31,042 
   in 1995                                    116,118           44,193
                                           __________       __________
  
                                              616,356          658,427
                                           __________       __________

    TOTAL ASSETS                        $  13,009,606    $  13,222,768
                                           __________       __________
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED BALANCE SHEETS--CONT'D.


                                          June 30,
                                            1996          December 31,
                                         (Unaudited)          1995    

LIABILITIES AND PARTNERSHIP DEFICIT
 
  Mortgage debt--Note B                 $  12,851,382    $  12,851,382
  Accounts payable and 
   accrued expenses                           495,399          583,739
  Accrued interest                            327,835          385,380
  Unearned revenue                             26,966           27,479
  Tenant security deposits                     96,289           82,210
                                           __________       __________
  TOTAL LIABILITIES                        13,797,871       13,930,190
                                           __________       __________
PARTNERSHIP DEFICIT

  General Partners
    Capital contributions                       2,000            2,000
    Partnership deficit                       (47,037)         (46,229)
                                           __________       __________
                                              (45,037)         (44,229)
                                           __________       __________
  Limited Partners 
    Capital contributions                   3,915,084        3,915,084
    Partnership deficit                    (4,658,312)      (4,578,277)
                                           __________       __________
                                             (743,228)        (663,193)
                                           __________       __________
  TOTAL PARTNERSHIP DEFICIT                  (788,265)        (707,422)
                                           __________       __________

                                        $  13,009,606    $  13,222,768
                                           __________       __________

See notes to consolidated financial statements.
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

          
                           Six Months Ended            Three Months Ended
                                June 30,                     June 30,      

                           1996           1995          1996          1995  
         
     
REVENUES
  Rents                 $ 1,355,789   $ 1,278,546     $ 674,155   $ 660,471 
  Interest                   47,414        49,823        23,155      19,513
                          _________     _________      ________    ________
                          1,403,203     1,328,369       697,310     679,984
                          _________     _________      ________    ________    
OPERATING AND 
 ADMINISTRATIVE EXPENSES
  Property operating
   expenses                 595,754       622,033       311,378     325,692
  General and 
   administrative
   expenses                  36,777        35,256        21,848      18,411
  Professional services      73,397        21,246        33,872      11,482
  Management Fees            67,437        63,791        33,856      33,180
                          _________     _________      ________    ________
                            773,365       742,326       400,954     388,765
                          _________     _________      ________    ________

  NET OPERATING INCOME      629,838       586,043       296,356     291,219

NON-OPERATING EXPENSES
  Interest                  447,925       475,064       214,670     238,592

  Depreciation and 
   amortization             262,756       249,770       131,297     124,886
                          _________     _________      ________    ________
                            710,681       724,834       345,967     363,478
                          _________     _________      ________    ________ 
     

PARTNERSHIP LOSS          $ (80,843)   $ (138,791)    $ (49,611)  $ (72,259)
                          _________     _________      ________    ________
Allocation of loss:
  General Partners             (808)       (1,388)         (496)      (723)
  Limited Partners          (80,035)     (137,403)      (49,115)   (71,536)
                          _________     _________      ________    ________ 
                         
                          $ (80,843)  $  (138,791)    $ (49,611)  $(72,259)  

Partnership loss per
 limited partnership 
  unit                    $   (8.26)  $    (14.19)    $   (5.07)  $  (7.39)
                          _________     _________      ________    ________

See notes to consolidated financial statements.

<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF PARTNERSHIP DEFICIT 

Six Months Ended June 30, 1996 (Unaudited) 
and the Years Ended December 31, 1995 and 1994

     
                                     General       Limited
                                     Partners      Partners        Total   


Balances at January 1, 1994         $   (36,230)  $   128,741   $    92,511

Partnership loss                         (6,284)     (622,090)     (628,374)
                                        ________     _________     _________
Balances at December 31, 1994           (42,514)     (493,349)     (535,863)

Partnership loss                         (1,715)     (169,844)     (171,559)
                                        ________     _________     _________
Balances at December 31, 1995           (44,229)     (663,193)     (707,422)

Partnership loss                           (808)      (80,035)      (80,843)
                                        ________     _________     _________
Balances at June 30, 1996           $   (45,037)  $  (743,228)  $  (788,265)
                                        ________     _________     _________


See notes to consolidated financial statements.

<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                                                  Six Months Ended
                                                       June 30,        
                                                1996            1995   
OPERATING ACTIVITIES
  Partnership loss                           $   (80,843)   $ (138,791)
  Adjustments to reconcile partnership 
   loss to net cash provided by (used
   in) operating activities:
     Depreciation and amortization               262,756       249,770   
     Provision for losses on rents 
      and other receivables                        5,100         3,136 
  Changes in assets and liabilities:
    Rent and other receivables                    (7,362)      (27,153)
    Prepaid expenses, deposits, and other        (29,223)       28,339 
    Note Payable-Insurance                           -0-        (9,833)
    Accounts payable and 
     accrued expenses                            (88,341)      230,287
    Accrued interest                             (57,545)      (55,927) 
    Unearned revenue                                (513)        7,014 
    Tenant security deposits                      14,079         8,653
                                               _________     _________
NET CASH PROVIDED BY OPERATING ACTIVITIES         18,108       295,495
                                               _________     _________

INVESTING ACTIVITIES
  Purchase of and improvements to
   investment properties                         (53,908)      (82,589)  
  Interest earned on certificate
   of accrual on Treasury Security               (35,257)      (32,489)
                                               _________     _________
NET CASH USED IN INVESTING ACTIVITIES            (89,165)     (115,078)
                                               _________     _________

FINANCING ACTIVITIES  
  Note Receivable from Related Party               2,440       (32,076) 
  Debt issuance costs                            (74,425)       13,718
                                               _________     _________

NET CASH USED IN FINANCING ACTIVITIES            (71,985)      (18,358)
                                               _________     _________

INCREASE (DECREASE) IN CASH AND 
 CASH EQUIVALENTS                               (143,042)      162,059
 
CASH AND CASH EQUIVALENTS BEGINNING 
 OF PERIOD                                       486,886       144,737
                                               _________     _________

CASH AND CASH EQUIVALENTS END 
 OF PERIOD                                   $   343,844   $   306,796  
                                               _________     _________

See notes to consolidated financial statements.
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

NOTES TO FINANCIAL STATEMENTS (Unaudited)

June 30, 1996    

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim
financial information and with the instructions for Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. 
Operating results for the six month period ended June 30, 1996 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 1996.  For further information, refer to the
financial statements and footnotes thereto included in the Partnership's
annual report on Form 10-K for the year ended December 31, 1995.

NOTE B--MORTGAGE DEBT

Mortgage debt consists of the following:

                                     June 30,     December 31,
                                       1996          1995    

Collateralized by Investment 
  Property:

    Greenhills Bicycle Club
      Apartments                   $ 8,400,000    $ 8,400,000
    KC Club Apartments               4,451,382      4,451,382
                                     _________      _________

                                   $12,851,382    $12,851,382
                                     _________      _________

Interest expense totaled $447,925 and $475,064 during the first quarter
of 1996 and 1995, respectively.







(The remainder of this page intentionally left blank.)
<PAGE>

SECURED INVESTMENT RESOURCES FUND, L.P. III

NOTES TO FINANCIAL STATEMENTS (Unaudited)--CONT'D.

NOTE C--RELATED PARTY TRANSACTIONS

SPECS, Inc., a Kansas Corporation in which the individual General
Partner has a minority interest, receives property management fees for
providing property management services.  SPECS, Inc. also performs
various professional services for the Partnership, primarily tax
accounting, audit preparation, SEC 10Q and 10K preparation, and investor
services.  Property management fees paid by the Partnership to SPECS,
Inc. are as follows:

                                             June 30,        
                                      1996            1995   

Property management fees           $   67,437      $   63,791
                                     _________      _________
                                             
Amounts due from related parties consist of the following:

                                      June 30,    December 31,
                                       1996           1995    

SIR Partners III                   $     21,751   $     21,751 
Secured Investment Resources
  Fund, L.P.                             72,203         74,643
                                      _________      _________
                                   $     93,954   $     96,394


NOTE D--CASH DISTRIBUTIONS

No distributions have been made since July 1990.  Future distributions
will only be made from excess cash flow not needed for working capital
reserves.





(The remainder of this page intentionally left blank.)


<PAGE>

Item 2.  Management's Discussion and Analysis of Financial 
          Condition and Results of Operations

     Results of Operations

     Total revenues for the first six months increased $74,800 (5.6%)
     when compared to the same period in 1995.  This increase is due to
     a stronger rental market, which allowed the Partnership to increase
     rental rates upon lease renewals.  These higher market rates are
     being achieved, with fewer rent concessions, and should continue
     through the remainder of 1996.

     General and administrative expenses increased $1,500 (4.3%) and
     property operating expenses decreased $26,300 (4.2%) when compared
     to the first six months of last year.  

     Interest expense decreased $27,100 (5.7%) and depreciation and
     amortization increased $13,000 (5.2%) when compared to the first
     six months of last year.

     The Partnership anticipates that the operating results for the
     first six months will be representative of the results for the
     remaining portion of the year.

     Liquidity and Capital Resources

     During the first six months of 1996, $18,100 of working capital was
     provided by operations, $89,200 was consumed in investing
     activities and $72,000 was used for financing activities.

     The Partnership is currently past due on the mortgage secured by
     K C Club Apartments.  Cash generated by increased occupancy will be
     used to service this mortgage.  The Partnership is engaged in
     negotiations related to the restructure of this debt and it is
     anticipated that a restructure will be completed in 1996. 

     Based upon the above, the General Partners feel that adequate
     working capital is available to maintain the solvency of this
     entity.  In addition, the General Partners also anticipate that
     1996 cash flow from operations will continue to improve because of
     strong occupancy, rental rate increases, and stabilized expenses.

     The General Partners have determined it prudent to discontinue cash
     distributions until such time that adequate working capital and
     capital improvements reserves are in place.
<PAGE>


PART II. OTHER INFORMATION


          Item 1.   LEGAL PROCEEDINGS
          
                    None.

          Item 2.   CHANGES IN SECURITIES
     
                    Inapplicable.
          
          Item 3.   DEFAULTS UPON SENIOR SECURITIES
     
                    None.

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

                    Inapplicable.

          Item 5.   OTHER INFORMATION

                    Inapplicable.

          Item 6.   EXHIBIT AND REPORTS ON FORM 8-K
               
                   (a)   Exhibits
     
                         None.

                   (b)   Reports on Form 8-K

                         The Partnership filed no report on Form 8-K
                         during the quarter ended June 30, 1996.    


<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.


                    SECURED INVESTMENT RESOURCES FUND, L.P. III
                    A Missouri Limited Partnership
                    (Registrant)



                    By:                                    
                             James R. Hoyt
                        as Individual General Partner


                    Date: August 15, 1996

                    
                    
                    By:  Hoyt Partners III, L.P.
                         as General Partner
                                        

                    By:                                     
                             James R. Hoyt
                         as Individual General Partner


                    Date: August 15, 1996


<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.


                    SECURED INVESTMENT RESOURCES FUND, L.P. III
                    A Missouri Limited Partnership
                    (Registrant)



                    By:        /s/ James R. Hoyt           
                             James R. Hoyt
                        as Individual General Partner


                    Date: August 15, 1996


                                        
                    By:  Hoyt Partners III, L.P.
                         as General Partner
     

                    By:        /s/ James R. Hoyt            
                             James R. Hoyt 
                         as Individual General Partner

                    
                    Date: August 15, 1996



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
Unaudited.
</LEGEND>
<MULTIPLIER> 1
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                         343,843
<SECURITIES>                                   862,766
<RECEIVABLES>                                   18,298
<ALLOWANCES>                                    12,250
<INVENTORY>                                          0
<CURRENT-ASSETS>                               616,356
<PP&E>                                      15,993,405
<DEPRECIATION>                               4,462,922
<TOTAL-ASSETS>                              13,009,606
<CURRENT-LIABILITIES>                          946,489
<BONDS>                                     12,851,382
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                13,009,606
<SALES>                                              0
<TOTAL-REVENUES>                             1,403,203
<CGS>                                                0
<TOTAL-COSTS>                                  773,365
<OTHER-EXPENSES>                               262,756
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             447,925
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (80,843)
<EPS-PRIMARY>                                   (8.26)
<EPS-DILUTED>                                        0
        

</TABLE>


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