DEVELOPMENT PARTNERS III
10-Q, 1996-08-12
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the Quarterly period 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 from __________________ to ________________

                           Commission File No. 0-18531

                            Development Partners III
                      (A Massachusetts Limited Partnership)
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                            Massachusetts 04-3017036
- --------------------------------------------------------------------------------
                (State or other jurisdiction of (I.R.S.  Employer  incorporation
               or organization) Identification No.)

                  5110 Langdale Way, Colorado Springs, CO 80906
- --------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (719) 527-0544
- --------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 and 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 ___


<PAGE>
















                          PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS



<PAGE>
<TABLE>



                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS

                                 ---------------

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

Property, at cost (Notes 2, 3, and 4):
<S>                                                <C>             <C>
  Land .........................................   $  2,976,101    $  2,976,100
  Buildings and improvements ...................      7,648,060       7,648,060
  Equipment, furnishings and fixtures ..........        843,766         839,894
                                                   ------------    ------------

                                                     11,467,927      11,464,054
  Less accumulated depreciation ................     (1,871,763)     (1,752,197)
                                                   ------------    ------------

                                                      9,596,164       9,711,857

Cash and cash equivalents (Notes 2 and 3........        451,471         367,213

Short-term investments (Note 2) ................        526,122         746,532
Due from affiliates ............................          8,106            --
Real estate tax escrow .........................         71,047          23,685
Deposits .......................................          1,950            --
Deferred expenses, net of accumulated
  amortization of $84,101 and $78,492 (Note 2)..         22,423          33,638

                                                   ============    ============
         Total assets ..........................   $ 10,677,283    $ 10,882,925
                                                   ============    ============

                        LIABILITIES AND PARTNERS' EQUITY


<S>                                                   <C>            <C>
Mortgage note payable (Note 4) .................       6,941,348      6,994,549
Accrued expenses ...............................         139,075        103,070
Due to affiliates (Note 6) .....................           5,318

Tenant security deposits .......................          25,835         33,860

         Total liabilities .....................       7,106,258      7,136,797

Commitments and contingencies (Note 9)
Minority Interest (Note 3) .....................       1,506,875      1,556,486
Partners' equity (Note 5) ......................       2,064,150      2,189,642
                                                     -----------    -----------

         Total liabilities and .................     $10,677,283    $10,882,925
          partners' equity
                                                     ===========    ===========





<PAGE>




                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                   (Unaudited)

                                  -------------


                                                 Six Months Ended       Six Months Ended
                                                     June 30,                June 30,
                                                1996         1995         1996         1995

<S>                                         <C>          <C>          <C>          <C>
Rental income ...........................   $ 768,600    $ 808,478    $ 345,544    $ 370,310

Rental operating expenses ...............     277,953      295,734      125,330      141,739
                                            ---------    ---------    ---------    ---------

Net rental operating income (exclusive of
<S>                                           <C>          <C>          <C>          <C>
items  shown separately below) ..........     490,647      512,744      220,214      228,571

Interest ................................     318,124      322,562      158,760      161,004
Depreciation and amortization ...........     130,778      186,026       37,765       93,013

Other (income) and expenses:
  Interest income .......................     (25,527)     (33,997)     (16,648)     (18,073)
  General and administrative (Note 6) ...      98,175       29,843       71,946       15,871
                                            ---------    ---------    ---------    ---------
                                               72,648       (4,154)      55,298       (2,202)
                                            ---------    ---------    ---------    ---------

Net loss before minority interest .......     (30,903)       8,310      (31,609)     (23,244)
Minority interests' equity in
  subsidiary net (income) loss (Note 3) .     (27,980)     (10,843)     (15,671)       6,990
                                            ---------    ---------    ---------    ---------

Net loss ................................   ($ 58,883)   ($  2,533)   ($ 47,280)   ($ 16,254)
                                            =========    =========    =========    =========

Net loss allocated to:
  General Partners ......................   ($    589)   ($     25)   ($    473)   ($    163)

  Per unit of Investor Limited
    Partner interest:
       7,401 Units issued ...............       (7.88)       (0.34)       (6.32)       (2.17)







<PAGE>




                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

                                   (Unaudited)
                                  -------------

                                             Investor                     Total
                                     General         Limited      Partners'    Minority
                                     Partners        Partners     Equity       Interest


<S>                                   <C>          <C>            <C>           
Balance at December 31, 1994          (20,915)     2,391,510      2,370,595    #

Cash distributions .............      (12,115)      (141,359)      (153,474)   #
 
Net loss .......................         (275)       (27,204)       (27,479)   #
                                   -----------    -----------    ---------------

Balance at December 31, 1995 ...      (33,305)     2,222,947      2,189,642    #

Cash distributions .............      (66,609)       (66,609)                  #
                                                                 
Net loss .......................         (589)       (58,294)       (58,883)   #
                                  -----------    -----------    ---------------

Balance at June 30, 1996 .......  ($   33,894)   $ 2,098,044    $ 2,064,150    #
                                  ===========    ===========    ===============











<PAGE>




                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                Increase (decrease) in cash and cash equivalents
                                  -------------

                                                             Six Months Ended
                                                                 June 30,
                                                            1996         1995
<S>                                                      <C>          <C>
Cash flows from operating activities:
  Interest received ..................................   $  38,533    $  54,716
  Cash received from rents ...........................     760,575      765,057
  Administrative expenses ............................    (122,957)     (30,044)
  Rental operations expenses .........................    (277,953)    (280,996)
  Interest paid ......................................    (318,124)    (322,747)
                                                                      ---------

Net cash provided by operating .......................      80,074      185,986
activities

Cash flows from investing activities:
  Purchase of fixed assets ...........................      (3,869)      (8,943)
  Purchase of short-term investments .................        --           --
 Cash (paid for) received from short-term investments      207,404      126,481
                                                                      ---------

Net cash provided (used) by investing ................     203,535      117,538
activities

Cash flows from financing activities:
  Distributions to partners ..........................     (66,609)     (81,251)
  Payments on mortgage note payable ..................     (53,201)     (48,578)
  Distributions paid to minority .....................     (77,591)     (52,416)
interest
                                                                      ---------

Net cash provided (used) by financing ................    (199,351)    (182,245)
activities
                                                                      ---------

Net increase (decrease) in cash and cash equivalents .      84,258      121,279

Cash and cash equivalents at beginning of ............     367,213      112,235
year
                                                                      ---------

Cash and cash equivalents at end of ..................   $ 451,471    $ 233,514
year



<PAGE>



                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

                      Increase (decrease) in cash and cash
                                   equivalents
                                  -------------


Reconciliation of net loss to net cash provided by operating activities:


                                                             Six Months Ended
                                                                 June 30,
                                                            1996         1995
<S>                                                      <C>          <C>
Net loss .............................................   ($ 58,883)   ($  2,533)
Adjustments to reconcile net loss to net
cash
  provided by operating activities:
Depreciation and amortization ........................     130,778      186,026
Minority interests' equity in subsidiary income (loss)      27,980       10,843
Change in assets and liabilities net of
effects
  from investing and financing
activities:
    (Increase) decrease in interest ..................      13,006      (15,351)
receivable
    Decrease (increase) in real estate tax ...........     (47,362)       7,740
escrow
    Increase (decrease) in accounts
      payable and accrued expenses ...................      36,005       (1,756)
    (Decrease) increase in due to ....................     (13,425)       8,368
affiliates
    (Decrease) increase in rents received in advance .        (101)

    (Decrease) increase in tenant security deposits ..      (8,025)      (7,250)
                                                         ---------    ---------

Net cash provided by operating .......................   $  80,074    $ 185,986
activities
                                                         =========    =========




<PAGE>
</TABLE>





================================================================================
                    BERRY AND BOYLE DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 --------------
================================================================================

                    BERRY AND BOYLE DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 --------------


                                       -6-

                                       -9-
                         1. Organization of Partnership

Development   Partners   III  (A   Massachusetts   Limited   Partnership)   (the
"Partnership"), formerly Berry and Boyle Development Partners III, was formed on
July 11, 1988. GP L'Auberge Communities,  L.P., a California Limited Partnership
(formerly  Berry and Boyle  Management)  and  Stephen B.  Boyle are the  General
Partners.  In September,  1995, with the consent of Limited  Partners  holding a
majority  of the  outstanding  Units,  as well as the  consent  of the  mortgage
lenders for the Partnership's  three properties,  Richard G. Berry resigned as a
general partner of the Partnership.  Except under certain limited  circumstances
upon  termination of the  Partnership,  the General Partners are not required to
make  any  additional  capital  contributions.  The  General  Partners  or their
affiliates will receive various fees for services and  reimbursement for various
organizational and selling costs incurred on behalf of the Partnership.

On  January  13,  1989 the  Securities  and  Exchange  Commission  declared  the
Partnership's  public  offering  (the  "Prospectus")  of up to  80,000  units of
Limited  Partnership  Interests at $500 per unit (the "Units") effective and the
marketing  and sale of the  Units  commenced  shortly  thereafter.  The  initial
closing  of the  offering  took  place on  December  28,  1989 at which time the
holders of 3,048  Units were  admitted  into the  Partnership.  The  Partnership
continued to admit subscribers  monthly  thereafter until December 27, 1991, its
last closing date. The  Partnership  terminated the offering on January 13, 1992
having admitted 289 investors acquiring 7,401 Units totaling $3,700,500.

The accompanying  consolidated  financial statements present the activity of the
Partnership for the years ended June 30, 1996, and 1995.

The Partnership will continue until December 31, 2018, unless earlier terminated
by the sale of all, or substantially  all, of the assets of the Partnership,  by
the dissolution  and liquidation of the joint ventures or as otherwise  provided
in the Partnership Agreement.

2.  Significant Accounting Policies

         A. Basis of Presentation

         The  consolidated  financial  statements  include  the  accounts of the
         Partnership and its subsidiary Casabella  Associates.  All intercompany
         accounts and transactions  have been eliminated in  consolidation.  The
         Partnership follows the accrual basis of accounting.

         B. Cash and Cash Equivalents

         The Partnership  considers all highly liquid debt instruments purchased
         with a maturity  of three  months or less to be cash  equivalents.  The
         carrying value of cash and cash equivalents approximates fair value. It
         is  the  Partnership's   policy  to  invest  cash  in  income-producing
         temporary cash  investments.  The  Partnership  mitigates any potential
         risk from such concentration of credit by placing investments with high
         quality financial institutions.

         C.  Short-term Investments

         At June 30,  1996,  short term  investments  consist  solely of various
         forms of U.S. Government backed securities, with an aggregate par value
         of $526,122, which mature in September,  1996. In 1994, the Partnership
         adopted Statement of Financial Accounting Standards No.115, "Accounting
         for Certain Investments in Debt and Equity Securities". The Partnership
         has the  intent  and  ability  to hold its short  term  investments  to
         maturity. Accordingly, these securities have been recorded at amortized
         cost, which  approximates  market value. There was no cumulative effect
         recorded as a result of this accounting change.

         D. Significant Risks and Uncertainties

         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.

         E. Depreciation

         Depreciation  is provided  for by the use of the  straight-line  method
         over the estimated useful lives as follows:

               
               Buildings and improvements ........   39-40 years
               Equipment, furnishings and fixtures   5-15 years

         F.  Deferred Expenses

         Costs of obtaining the mortgage on Casabella are being  amortized  over
         the term of the related  mortgage note payable using the  straight-line
         method.  Any unamortized costs remaining at the date of refinancing are
         expensed in the year of refinancing.

         G.  Income Taxes

         The Partnership is not liable for Federal or state income taxes because
         Partnership  income or loss is allocated to the Partners for income tax
         purposes. If the Partnership's tax returns are examined by the Internal
         Revenue  Service  or state  taxing  authority  and such an  examination
         results in a change in Partnership  taxable income (loss),  such change
         will be reported to the Partners.

         H. Rental Income

         Leases require the payment of rent in advance,  however,  rental income
         is recorded as earned.

         I. Reclassification

         J. Long-Lived Assets

         The Partnership's  long-lived assets include property and equipment and
         deferred   expenses.   The  Partnership   will  evaluate  the  possible
         impairment  of  long-lived  assets  whenever  events  or  circumstances
         indicate that the carrying value of the assets may not be recoverable.



<PAGE>


3.  Cash and cash equivalents

Cash and cash equivalents at June 30, 1996 and 1995 consisted of the following:

                                            1996       1995
               
               Cash on hand ..........   $ 99,905   $ 35,935
               Certificates of deposit    305,526    200,000
               Money market accounts .     46,040    131,278

                                         $451,471   $367,213

4.  Joint Venture and Partnership Acquisitions

On September 28, 1990, the Partnership acquired a majority interest in Casabella
Associates,  a general  partnership  comprised of the  Partnership,  Development
Partners (A Massachusetts Limited Partnership) ("DPI"), formerly Berry and Boyle
Development  Partners,  and  Development  Partners II (A  Massachusetts  Limited
Partnership)  ("DPII"),  formerly  Berry  and  Boyle  Development  Partners  II.
Casabella  Associates was formed to acquire a majority interest in the Casabella
Joint Venture which owns Casabella,  a 154-unit  residential property located in
Scottsdale, Arizona. Since the Partnership owns a majority interest in Casabella
Associates,  the accounts and operations of Casabella Associates  (including the
accounts and operations relating to Casabella  Associates'  majority interest in
the  Casabella  Joint  Venture)  have  been   consolidated  into  those  of  the
Partnership.

At June 30, 1996,  the  Partnership,  DPI and DPII had  contributed  $2,500,000,
$400,000 and  $1,800,000,  respectively to Casabella  Associates.  $3,845,154 of
this amount was used to purchase the majority  interest in the  Casabella  Joint
Venture referred to in the preceding  paragraph and $500,000 was used to fund an
escrow account maintained by the permanent lender. In addition to the $4,700,000
of  cash  contributions  referred  to  above,  the  Partnership,  DPI  and  DPII
collectively  incurred $215,564 of acquisition costs which have been recorded as
additional capital contributions to Casabella Associates.

Cash distributions and allocations of income and loss from Casabella  Associates
are governed by the  partnership  agreement and are generally based on the ratio
of capital contributed by each of the joint venture partners.

Net  cash  from  operations  of the  Casabella  Joint  Venture,  to  the  extent
available,  shall be  distributed  not less often than quarterly with respect to
each fiscal year, as follows:

           (A)    First,  to  Associates,  an amount  equal to a 10.6% per annum
                  (computed on a simple  noncompounded daily basis from the date
                  of the closing) of their capital investment;

           (B)    Second, the balance 70% to Associates and 30% to the property
                  developer.

All losses from operation and  depreciation  for the Casabella Joint Venture are
allocated 99.5% to Associates and 0.5% to the property developer.

All profits from  operations  of the  Casabella  Joint  Venture are allocated in
accordance with  distributions  of net cash from operations with respect to such
fiscal year; provided, however, that if with respect to any fiscal year there is
no net cash from  operations  distributable,  profits will be allocated 99.5% to
Associates and 0.5% to the property developer.

The minority interest joint venture partner had insufficient basis to absorb its
respective  share of losses,  therefore,  for financial  statement  purposes the
excess of losses  over basis has been  charged  against the  majority  interest.
Future minority  interest income,  if any, from the Casabella Joint venture will
be credited against minority interest losses previously absorbed by the majority
interest. At June 30, 1996 the minority interest losses absorbed by the majority
interest totaled $10,289.

In the case of certain capital  transactions and distributions as defined in the
Casabella joint venture agreement, the allocation of related profits, losses and
cash distributions, if any, would be different than as described above and would
be  effected  by the  relative  balance  in  the  individual  partners'  capital
accounts.

The  Partnership  has  invested  in a single  property  located  in  Scottsdale,
Arizona.  The success of the  Partnership  will depend  upon  factors  which are
difficult  to  predict   including  general  economic  and  real  estate  market
conditions,  both on a national  basis and in the area  where the  Partnership's
investment is located.

5.  Mortgage Note Payable

All of the property  owned by the  Partnership  is pledged as collateral for the
nonrecourse  mortgage  note  payable  pertaining  to  Casabella  in the original
principal  amount of  $7,320,000.  On June 30,  1992,  Casabella  Joint  Venture
refinanced  its original  $7,320,000  permanent loan using the proceeds of a new
first  mortgage  loan in the  amount of  $7,300,000.  Under the terms of the new
note,  monthly  principal  and  interest  payments of $61,887,  based on a fixed
interest rate of 9.125%,  are required over the term of the loan. The balance of
the note will be due on July 15, 1997.

Accrued interest at June 30, 1996 and December 31, 1995 consisted of $26,594 and
$26,594, respectively, all pertaining to Casabella.

The aggregate  principal amounts of long term borrowings due during the calendar
years 1996 and 1997 are $108,875 and $6,885,674, respectively.

The $6,941,348  principal  balance of the mortgage note payable appearing on the
consolidated balance sheet approximates the fair value of such note.

6.  Partners' Equity

Under the terms of the Partnership Agreement, as amended,  profits are allocated
92% to the Limited Partners and 8% to the General Partners; losses are allocated
99% to the Limited Partners and 1% to the General Partners.

Cash distributions to the partners are governed by the Partnership Agreement and
are made,  to the extent  available,  92% to the Limited  Partners and 8% to the
General Partners.

In the case of certain events as defined in the Partnership  Agreement,  such as
the  sale  of  an  investment  property  or  an  interest  in  a  joint  venture
partnership,  the allocation of the related profits,  losses, and distributions,
if any, would be different than described above.

7.  Related Party Transactions

Due to affiliates at June 30, 1996 and December 31, 1995 consisted of $8,106 and
$5,318 of reimbursable costs payable to L'Auberge  Communities,  Inc.,  formerly
Berry and Boyle Inc.

In 1996, and 1995,  general and  administrative  expenses  included  $14,745 and
$11,274, respectively, of salary reimbursements paid to the General Partners for
certain  administrative and accounting  personnel who performed services for the
Partnership.

The officers and principal shareholders of Evans Withycombe, Inc., the developer
and  property  manager of  Casabella,  together  hold a two and one half percent
cumulative  profit or partnership  voting interest in LP L'Auberge  Communities,
formerly Berry and Boyle.

During  the  years  ended  June  30,  1996,  and  1995,   $44,896  and  $41,642,
respectively,  of  property  management  fees  were  paid or  accrued  to  Evans
Withycombe, Inc.

9. Subsequent Event:


On May 14, 1996, the Partnership and certain affiliates consummated an agreement
with Evans  Withycombe  Management,  Inc. and certain of its affiliates  ("EWI")
which  separated the interests of EWI and the  Partnership,  thus  affording the
Partnership  greater  flexibility in the operation and disposition of Casabella.
In consideration of a payment by the Partnership, DPII AND DPIII to EWI totaling
$71,009  ($5,681 of which was the  partnership's  portion)  and the  delivery of
certain mutual  releases,  EWI (I) relinquished its contract to manage Casabella
and its option to exercise  its rights to first  refusal with regard to the sale
of the property and (ii)  assigned  all of its interest in the  Casabella  Joint
Venture  to the  Partnership,  DPII and DPIII  (while  preserving  the  economic
interest of the venture in these Joint  Ventures),  resulting in the dissolution
of the Casabella Joint Venture.



<PAGE>


================================================================================

================================================================================

                                      -12-

                                      -13-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Liquidity; Capital Resources

The  Partnership  admitted 289  investors  who  purchased a total of 7,401 Units
aggregating  $3,700,500.  These offering  proceeds,  net of  organizational  and
offering costs of $555,075,  provided  $3,145,425 of net proceeds to be used for
the purchase of income-producing residential properties,  including related fees
and expenses,  and working  capital  reserves.  The Partnership has expended (1)
$2,780,930  to  acquire  its  interest  in  Casabella   Associates  and  to  pay
acquisition  expenses,  including an acquisition fee to the General Partners and
(2) $52,768 to cover  costs  associated  with  discontinued  acquisitions  . The
remaining net proceeds of $311,727 have been used to establish  working  capital
reserves   sufficient   to  meet  the  needs  of  the   Partnership,   including
contributions  that may be required at the joint venture level, as determined by
the General Partners.

The  working  capital  reserves  of the  Partnership  consist  of cash  and cash
equivalents and short-term  investments.  These reserves provide the Partnership
with the necessary  liquidity to carry on its day-to-day  operations and to make
necessary  contributions  to  Casabella.  Thus far in 1996,  the  aggregate  net
decrease in working  capital  reserves  was  $136,152.  This  decrease  resulted
primarily from cash provided by operations of $80,074,  offset by  distributions
to partners of $66,609, distributions paid to DPI and DPII of $77,591, purchases
of fixed  assets in the amount of $3,869 and  $53,201 of  principal  payments on
mortgage notes payable.

Property Status

Casabella

As  of  June  30,  1996,  the  property  was  74%  occupied,   compared  to  73%
approximately one year ago. At June 30, 1996 and 1995, the average monthly rents
collected for the various unit types were as follows:

               Unit Type                      1996     1995
               
               One bedroom two bath w/den      820   $  805
               Two bedroom two bath .....      940      930
               Two bedroom two bath w/den    1,160    1,136

Results of Operations

The  Partnership's  operating  results  for the six months  ended June 30,  1996
consisted of interest  earned on short-term  investments of $7,026,  general and
administrative  expenses  of  $94,942,  and the  income  (loss)  allocated  from
Casabella consisting of the following:

               
               Revenue .......................   $787,101

               Expenses:
                 General & Administrative ....      3,233
                 Operations ..................    274,953
                 Depreciation and amortization    130,778
                 Interest ....................    318,124
                                                 --------
                                                  727,088
                                                 --------
               Net income (loss) .............   $ 60,013
                                                 ========


<PAGE>


The  Partnership's  operating  results  for the six months  ended June 30,  1995
consisted of interest  earned on short-term  investments of $9,878,  general and
administrative  expenses  of  $24,743,  and the  income  (loss)  allocated  from
Casabella consisting of the following:

               
               Revenue .......................   $809,262

               Expenses:
                 General and administrative ..      3,600
                 Operations ..................    295,734
                 Depreciation and amortization    186,026
                 Interest ....................    322,562
                                                 --------
                                                  807,922
                                                 --------
               Net income (loss) .............   $  1,340
                                                 ========

The  Partnership's  operating  results for the three  months ended June 30, 1995
consisted of interest  earned on short-term  investments of $4,144,  general and
administrative  expenses  of  $69,463,  and the  income  (loss)  allocated  from
Casabella consisting of the following:

              
               Revenue .......................   $358,048

               Expenses:
                 General and administrative ..      3,233
                 Operations ..................    124,580
                 Depreciation and amortization     37,765
                 Interest ....................    158,760
                                                 --------
                                                  324,338
                                                 --------
               Net income (loss) .............   $ 33,710
                                                 ========

The  Partnership's  operating  results for the three  months ended June 30, 1995
consisted of interest  earned on short-term  investments of $5,148,  general and
administrative  expenses  of  $13,321,  and the  income  (loss)  allocated  from
Casabella consisting of the following:

              
               Revenue .......................   $ 370,683

               Expenses:
                 General and administrative ..       1,800
                 Operations ..................     141,739
                 Depreciation and amortization      93,013
                 Interest ....................     161,004
                                                 ---------
                                                   397,556
                                                 ---------
               Net income (loss) .............   ($ 26,873)
                                                 =========

Comparison of Operating Results for the Six Months Ended June 30, 1996 and 1995:

Transition  costs  associated with the outsourcing of much of the  Partnership's
administration  work  to an  administration  agent  and  the  relocation  of the
remaining  administration,  financial and investor services  functions to a more
cost efficient location in Colorado Springs,  Colorado has temporarily increased
first half 1996 operating expenses. In addition,  the one-time cost of the Evans
Withycombe termination ($40,845) and its related legal cost were incurred in May
and June of 1996. In aggregate, total general and administrative expenses of the
Partnership  increased  16% in the first six months of 1996 as compared with the
same period in 1995,  and are  expected to decline in the second half of 1996 as
compared with the first half of 1996.

Thus far in 1996, the Partnership has made the following cash  distributions  to
its Partners:

                                        Total
                    
                    Limited Partners   $66,609
                    General Partners   $66,609




<PAGE>



                           PART II - OTHER INFORMATION

                                -----------------


ITEM 1.  Legal Proceedings
          Response:  None

ITEM 2.  Changes in Securities
          Response:  None

ITEM 3.  Defaults Upon Senior Securities
          Response:  None

ITEM 4.  Submission of Matters to a Vote of Security Holders
          Response:  None

ITEM 5.  Other Information

ITEM 6.  Exhibits and Reports on Form 8-K
          Response:  None



                                   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.


          DEVELOPMENT PARTNERS III
          (A Massachusetts Limited Partnership)

          By:  GP L'Auberge Communities, L.P., A California Limited Partnership,
                         General Partner

                  By:  L'Auberge Communities, Inc., its General Partner



                     By:  ____/s/ Stephen B. Boyle________________
                          Stephen B. Boyle, President





Date:____________________________, 1995



<PAGE>

<TABLE> <S> <C>
                                              
<ARTICLE>                                          5
                                                    
<S>                                                  <C>
<PERIOD-TYPE>                                      6-MOS
<FISCAL-YEAR-END>                                    Dec-31-1996
<PERIOD-END>                                         Jun-30-1996
<CASH>                                                        451,471
<SECURITIES>                                                  518,775
<RECEIVABLES>                                                       0
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                                    0
<PP&E>                                                     11,467,927
<DEPRECIATION>                                             (1,871,763)
<TOTAL-ASSETS>                                              10,669,177
<CURRENT-LIABILITIES>                                         156,803
<BONDS>                                                     6,941,348
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                  3,571,026
<TOTAL-LIABILITY-AND-EQUITY>                               10,669,177
<SALES>                                                             0
<TOTAL-REVENUES>                                              794,127
<CGS>                                                               0
<TOTAL-COSTS>                                                       0
<OTHER-EXPENSES>                                              506,906
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                            318,124
<INCOME-PRETAX>                                                     0
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                  (30,903)
<EPS-PRIMARY>                                                       0
<EPS-DILUTED>                                                       0
        


</TABLE>


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