INLAND MORTGAGE INVESTORS FUND III LP
10-K/A, 1998-05-15
ASSET-BACKED SECURITIES
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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                FORM 10-K/A
                                   No. 1

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

                For The Fiscal Year Ended December 31, 1997

                                    or

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

                         Commission file #0-18456

                 Inland Mortgage Investors Fund III, L.P.
          (Exact name of registrant as specified in its charter)

        Delaware                                 36-3604866
(State of organization)          (I.R.S. Employer Identification Number)

2901 Butterfield Road, Oak Brook, Illinois        60523
 (Address of principal executive office)         (Zip Code)

Registrant's telephone number, including area code:  630-218-8000

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

Title of each class:          Name of each exchange on which registered:
       None                                      None

       Securities registered pursuant to Section 12(g) of the Act:
                         LIMITED PARTNERSHIP UNITS
                             (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 requirements for the past 90 days.  Yes X  No   

Indicate by check mark if disclosure  of delinquent filers pursuant to Item
405 of Regulation S-K is not  contained  herein, and will not be contained,
to the best of registrant's  knowledge,  in definitive proxy or information
statements incorporated by reference in Part  III  of this Form 10-K or any
amendment to this Form 10-K. [X]

State the aggregate market value of  the voting stock held by nonaffiliates
of the registrant. Not applicable.

The Prospectus of the Registrant dated January 9, 1989, as supplemented and
filed pursuant to Rule 424(b) and  424(c)  under the Securities Act of 1933
is incorporated by reference in Parts  I,  II and III of this Annual Report
on Form 10-K.


                                    -1-




Item 8.  Financial Statements and Supplementary Data


  Reports not filed with Form 10-K:   financial statements of the underlying   
  operating properties for each mortgage which exceed 20% of total assets.


                                     INDEX                              PAGE


5540 W. 103rd St., Oak Lawn, Illinois:

    Independent Auditor's Report...................................      3

    Statement of Operating Income and Expenses for the year ended
      December 31, 1997............................................      4

    Notes to Statement of Operating Income and Expenses for the
    year ended December 31, 1997...................................      5





































                                    -2-







                       INDEPENDENT AUDITOR'S REPORT



Mr. & Mrs. Mark A. Hynes
5540 W. 103rd Street
Oak Lawn, Illinois


We have audited the accompanying statement of operating income and expenses
of 5540 W. 103RD STREET, OAK LAWN, ILLINOIS for the year ended December 31,
1997.  The  financial  statement  is  the  responsibility of the Property's
management.  Our responsibility is to  express an opinion on this financial
statement based on our audit.

We conducted  our  audit  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 statement is free
of material misstatement.  An  audit  includes  examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statement.
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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial  statement referred to above presents fairly,
in all material  respects,  the  results  of  operations  of  5540 W. 103rd
Street, Oak  Lawn,  Illinois  for  the  year  ended  December  31,  1997 in
conformity with generally accepted accounting principles. 



                                                 Wolf & Company LLP


Oak Brook, Illinois
May 11, 1998
















                                    -3-





                             5540 W. 103RD STREET
                  STATEMENT OF OPERATING INCOME AND EXPENSES
                     For the Year Ended December 31, 1997


Operating revenues:
  Rental income                                 $   85,466
                                                -----------

Operating expenses:
  Real estate taxes............................     27,421
  Depreciation.................................     18,406
  Painting and decorating......................        282
  Repairs and replacements.....................      1,417
  Insurance....................................      1,964
  Advertising..................................         42
  Supplies.....................................        461
  Utilities....................................      5,055
  Scavenger service............................        788
  Cleaning and maintenance.....................      1,482
  Gardening and lawn maintenance...............      1,157
  Telephone....................................        520
  Legal........................................        555
  Snow plowing.................................        556
  Miscellaneous................................        134
                                                -----------
                                                    60,240
                                                -----------

    Operating income...........................     25,226
                                                -----------

Other expense:
  Interest expense (Note 2)....................    (42,458)
                                                -----------

    Net loss................................... $  (17,232)
                                                ===========



The accompanying notes are an integral part of this financial statement.













                                    -4-



                             5540 W. 103RD STREET
                              OAK LAWN, ILLINOIS
                         NOTES TO FINANCIAL STATEMENT


1.  Summary of Significant Accounting Policies

    Description of Property - The property consists of rental apartments in Oak
    Lawn, Illinois.  At December 31,  1997,  there  were a total of 10 rentable
    units.

    Description of Reporting Entity -  The  property is owned by an individual.
    As the income or loss  from  the  property's  operations is included in the
    individual's income tax return, no  provision  for income taxes is included
    herein.  Only  income  and  expenses  directly  arising from the property's
    operations are included in this financial statement.

    Property and Depreciation - Building and improvements have been capitalized
    at cost and are being  depreciated  on  a straight-line basis over a useful
    life of 27 1/2 years.  Fixtures and equipment have been capitalized at cost
    and are being depreciated on an  accelerated basis over the useful lives of
    5-10 years. 

    Accounting  Estimates  -  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 those estimates.

2.  Interest Expense

    The property secures  two  mortgages  with  a  total outstanding balance of
    $390,233 at December 31,  1997.    Interest  payments totaling $42,458 were
    made for 1997.   The  notes  bear  interest  at  10.875% and 10% per annum,
    respectively.




















                                    -5-



                                  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.

                            INLAND MORTGAGE INVESTORS FUND III, L.P.
                            Inland Real Estate Investment Corporation
                            General Partner

                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: May 15, 1998

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:

                            By:   Inland Real Estate Investment Corporation
                                  General Partner

                                  /S/ ROBERT D. PARKS

                            By:   Robert D. Parks
                                  Chairman of the Board
                                  and Chief Executive Officer
                            Date: May 15, 1998

                                  /S/ MARK ZALATORIS

                            By:   Mark Zalatoris
                                  Vice President
                            Date: May 15, 1998

                                  /S/ KELLY TUCEK

                            By:   Kelly Tucek
                                  Principal Financial Officer
                                  and Principal Accounting Officer
                            Date: May 15, 1998

                                  /S/ DANIEL L. GOODWIN

                            By:   Daniel L. Goodwin
                                  Director
                            Date: May 15, 1998

                                  /S/ ROBERT H. BAUM

                            By:   Robert H. Baum
                                  Director
                            Date: May 15, 1998


                                    -6-



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