DEVELOPMENT PARTNERS III
10-Q, 1997-05-14
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 March 31, 1997

                                       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) 576-5122

              (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 ___
















                          PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS



<PAGE>
<TABLE>


                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEETS


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

                                     ASSETS
                                                                                 March 31,
                                                                              1997          December 31,
                                                                          (Unaudited)           1996
Property, at cost
<S>                                                                          <C>                <C>       
  Land                                                                       $2,976,101         $2,976,101
  Buildings and improvements                                                  7,648,060          7,648,060
  Equipment, furnishings and fixtures                                         1,038,604            995,909
                                                                         ---------------   ----------------

                                                                             11,662,765         11,620,070
  Less accumulated depreciation                                             (2,057,583)        (1,996,504)
                                                                         ---------------   ----------------

                                                                              9,605,182          9,623,566

Cash and cash equivalents                                                       471,748            531,778
Real estate tax escrow                                                           50,155             24,268
Deposits                                                                          1,950              1,950
Deferred expenses, net of accumulated
  amortization of $106,524 and $100,918                                           5,606             11,212

                                                                         ===============   ================
         Total assets                                                       $10,134,641        $10,192,774
                                                                         ===============   ================

                                                  LIABILITIES AND PARTNERS' EQUITY

<S>                                                                          <C>                <C>       
Mortgage note payable                                                        $6,856,872         $6,885,673
Accounts payable and accrued expenses                                           242,628            208,425
Due to affiliates (Note 7)                                                        5,788              3,012
Tenant security deposits                                                         25,755             24,834
Rents received in advance                                                                            3,507
                                                                         -
Minority Interest                                                             1,244,046          1,252,041
                                                                         ---------------   ----------------

         Total liabilities                                                    8,375,089          8,377,492


Partners' equity                                                              1,759,552          1,815,282
                                                                         ---------------   ----------------

        Total liabilities and                                               $10,134,641        $10,192,774
partners' equity
                                                                         ===============   ================



<PAGE>





                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

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


                                                                       Three months ended
                                                                          March 31,
                                                              1997            1996
                                                              ----            ----
Revenue:
<S>                                                           <C>            <C>       
   Rental income                                              $387,829       $1,579,782
   Interest Income                                               5,922           62,416

                                                          -------------  ---------------
                                                               393,751        1,642,198

Expenses:
   Operating Expenses                                          182,748          561,516
   Interest                                                    156,862          642,857
   Depreciation and amortization                                66,684          375,234
   General and administrative                                   17,877           73,095
                                                          -------------  ---------------
                                                               424,171        1,652,702
                                                          -------------  ---------------

Net loss before minority interest                             (30,420)         (10,504)
Minority interests' equity in
  subsidiary net (income) loss                                   7,995         (16,975)
                                                          -------------  ---------------

Net loss                                                     ($22,425)        ($27,479)
                                                          =============  ===============

Net loss allocated to:
General Partners                                                ($224)           ($275)


Per unit net loss of Investor Limited Partner interest:
  7,401 Units issued                                           ($3.00)          ($3.68)






                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

              CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

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

                                                                            Investor            Total
                                                            General         Limited           Partners'
                                                            Partners        Partners           Equity


<S>                                                           <C>             <C>                <C>      
Balance at December 31, 1995                                  (33,305)        2,222,947          2,189,642

Cash distributions                                            (11,584)        (133,218)          (144,802)

Net loss                                                       (2,296)        (227,262)          (229,558)
                                                          -------------  ---------------   ----------------

Balance at December 31, 1996                                  (47,185)        1,862,467          1,815,282

Cash distributions                                             -               (33,305)           (33,305)

Net loss                                                         (224)         (22,201)           (22,425)
                                                          -------------  ---------------   ----------------

Balance at March 31, 1997                                    ($47,409)       $1,806,962         $1,759,552
                                                          =============  ===============   ================



<PAGE>





                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

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

                                                                       Three months ended
                                                                          March 31,
                                                              1997            1996
                                                              ----            ----
Cash flows from operating activities:
<S>                                                             <C>             <C>    
  Interest received                                             $5,922          $27,748
  Cash received from rents                                     385,243          420,381
  General and administrative expenses                         (27,471)         (22,502)
  Operating expense                                          (162,062)        (152,624)
  Interest paid                                              (156,862)        (159,364)
                                                          -------------  ---------------

Net cash provided by operating                                  44,771          113,639
activities

Cash flows from investing activities:
  Purchase of fixed assets                                    (42,695)          (3,333)
  Purchase of short-term investments                           -               -
  Cash (paid for) received from short-term investments         -                136,015
                                                          -------------  ---------------

Net cash provided (used) by investing                         (42,695)          132,682
activities

Cash flows from financing activities:
  Distributions to partners                                   (33,305)         (33,305)
  Payments on mortgage note payable                           (28,801)         (26,298)
  Distributions paid to minority                                     -         (40,151)
interest
                                                          -------------  ---------------
                                                                         -
Net cash used by financing activities                         (62,106)         (99,754)
                                                          -------------  ---------------

Net increase (decrease) in cash and cash equivalents          (60,030)          146,567

Cash and cash equivalents at beginning of                      531,778          367,213
year
                                                          -------------  ---------------

Cash and cash equivalents at end of                           $471,748         $513,780
year
                                                          =============  ===============




<PAGE>




                            DEVELOPMENT PARTNERS III
                      (A Massachusetts Limited Partnership)
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                   (Unaudited)

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


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


                                                                               Three Months Ended
                                                                          March 31,
                                                              1997            1996
                                                              ----            ----
<S>                                                          <C>              <C>      
Net loss                                                     ($22,425)        ($11,604)
Adjustments to reconcile net loss to net
cash
  provided by operating activities:
Depreciation and amortization                                   66,684           93,013
Minority interests' equity in subsidiary income (loss)         (7,995)           12,309
Change in assets and liabilities net of effects of
 investing  and  financing activities:
    Decrease (increase) in interest                                 0           18,869
receivable
    Increase in prepaid expense                                (1,621)                -
    Increase in real estate tax escrow                        (24,266)         (23,681)
    Increase in accounts  payable and accrued expenses          34,204           28,413
    (Decrease) increase in due to                                2,776          (1,005)
affiliates
    Decrease in rents received in                              (3,507)
advance                                                                               -
    (Decrease) increase in tenant security deposits                921          (2,675)
                                                          -------------  ---------------

Net cash provided by operating                                 $44,771         $113,639
activities
                                                          =============  ===============
</TABLE>

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 three months ended March 31, 1997 and 1996.

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. 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.

         D. 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

         E.  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.

         F.  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.

         G. Rental Income

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

         H. Reclassification

         I. 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.

3.  Cash and cash equivalents

Cash  and cash  equivalents  at  March  31,  1997  and  1996,  consisted  of the
following:

                                   1997             1996
                                   ----             ----
Cash on hand                   $ 254,568          $ 213,574
Certificates of deposit          217,180            318,204
                                 _______            _______
                                $471,748           $531,778
                                 =======            =======


<PAGE>


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 the Partnership.

The co-venture  partner was an affiliate of Evans Withycombe,  Inc.  ("EWI"),  a
Phoenix based  residential  development,  construction  and management firm. EWI
also the developed the property known as Casabella.

At March 31, 1997, the  Partnership,  DPI and DPII had  contributed  $2,500,000,
$400,000 and  $1,800,000,  respectively  to Casabella  Associates.  Of the total
contributions,  $3,845,154  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  $280,930 of acquisition  costs which have been
recorded as additional capital contributions to Casabella Associates.

The  Partnership  has  invested  in a single  property  located  in  Scottsdale,
Arizona.  The success of the Partnership will depend 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.

JANUARY 1, 1996, THROUGH MAY 13, 1996:

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 were
allocated 99.5% to Associates and 0.5% to the property developer.

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


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.


MAY 14, 1996, THROUGH MARCH 31, 1997:

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.
The  Partnership,  DPI, and DPII paid  $109,741 to EWI ($38,345 of which was the
partnership's   portion)  and  delivered   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),  which  resulted in the  dissolution  of the  Casabella  Joint
Venture. EWI may still share in the cash flow distributions or the proceeds from
sale of the properties if certain performance levels are met.

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.  Under the terms of the 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.  As  these  mortgage  notes  payable  are  due in  fiscal  1997,  the
partnership  will seek to  renegotiate  these  mortgage  notes with its existing
lenders or seek new sources of  financing  for these  properties  on a long term
basis. The General Partners believe that existing cash flows from the properties
will be  sufficient  to support a level of  borrowing  that is at least equal to
amounts  outstanding as of March 31, 1997. If the general  economic  climate for
real estate in these  respective  locations were to deteriorate  resulting in an
increase  in  interest  rates  for  mortgage  financing  or a  reduction  in the
availability of real estate mortgage financing or a decline in the market values
of real  estate it may  affect  the  Partnership's  ability  to  complete  these
refinancings.

Accrued  interest at March 31, 1997 and December  31, 1996  consisted of $26,180
and $26,180, respectively, all pertaining to Casabella.

The $6,856,872  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 March 31, 1997, and December 31, 1996,  consisted of $5,788
and  $3,012 of  reimbursable  costs  payable  to  L'Auberge  Communities,  Inc.,
formerly Berry and Boyle Inc.

In 1997 and  1996  general  and  administrative  expenses  included  $6,410  and
$10,050, 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
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  March  31,  1997  and  1996,   $15,575  and  $23,466,
respectively, of property management fees were paid.



<PAGE>



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  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  were 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.

In addition to the proceeds generated from the public offering,  the Partnership
has  utilized  external  sources  of  financing  at the joint  venture  level to
purchase  Casabella.  The Partnership  Agreement  limits the aggregate  mortgage
indebtedness  which  may be  incurred  in  connection  with the  acquisition  of
Partnership properties to 80% of the purchase price of such properties.

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.  In 1997,  the aggregate net decrease in
working capital reserves was $60,030. This decrease resulted primarily from cash
provided by operations of $44,771,  offset by fixed asset  purchases of $42,695,
distributions  to  partners of $33,305,  and  $28,801 of  principal  payments on
mortgage notes payable.

The Partnership's  future ability to generate cash adequate to meet its needs is
dependent primarily on the successful operations of Casabella.  Such ability may
also be dependent upon the future availability of bank borrowings,  and upon the
future  refinancing  or sale of  Casabella  and the  collection  of any mortgage
receivable  which may result from such sale.  These sources of liquidity will be
used  by the  Partnership  for  payment  of  expenses  related  to  real  estate
operations,  debt service and professional and management fees and expenses. Net
Cash From  Operations  and Net Proceeds,  if any, as defined in the  Partnership
Agreement, will then be available for distribution to the Partners in accordance
with Section 10 of the Partnership Agreement.  The General Partners believe that
the current working capital reserves together with projected cash flows for 1997
are adequate to meet the Partnership's  operating cash needs in the coming year.
With regard to certain  balloon  payments on existing first mortgage debt on the
Partnership's property, the General Partners do not anticipate having sufficient
cash from  operations in 1997 to retire this  mortgage  note  payable.  As these
mortgage  notes  payable are due in fiscal 1997,  the  partnership  will seek to
renegotiate  these mortgage notes with its existing  lenders or seek new sources
of financing for these properties on a long term basis, although there can be no
assurance  that the  Partnership  will be able to do so.  The  General  Partners
believe that  existing  cash flows from the  properties  will be  sufficient  to
support a level of borrowing that is at least equal to amounts outstanding as of
March  31,  1997.  If the  general  economic  climate  for real  estate in these
respective  locations were to  deteriorate  resulting in an increase in interest
rates for mortgage  financing or a reduction in the  availability of real estate
mortgage  financing  or a decline  in the  market  values of real  estate it may
affect the Partnership's ability to complete these refinancings.

Property Status

Casabella

As  of  March  31,  1997,  the  property  was  92%  occupied,  compared  to  96%
approximately  one year ago.  At March 31, 1997 and 1996,  the  average  monthly
rents collected for the various unit types were as follows:

  Unit Type                                           1997                1996
  ---------                                           ----                ----
  One bedroom two bath w/den                          820                  $805
  Two bedroom two bath                                940                   930
  Two bedroom two bath w/den                        1,180                 1,136


Results of Operations

The  Partnership's  operating results for the three months ended March 31, 1997,
consisted   of  interest   earned  on   short-term   investments,   general  and
administrative expenses, amortization expense and its share of the income (loss)
from Casabella  Associates and Casabella.  A summary of these operating  results
appears below:
<TABLE>

                                                            Casabella       Partnership       Consolidated
                                             Casabella     Associates             Level             Totals
<S>                                           <C>              <C>               <C>              <C>     
      Revenue                                 $387,829         $2,847            $3,075           $393,751

      Expenses:
        General and administrative              -               1,543            16,411             17,954
        Operations                             182,671        -                -                   182,671
        Depreciation and amortization           66,684        -                -                    66,684
        Interest                               156,862        -                -                   156,862
                                           ------------ --------------  ----------------  -----------------
                                               406,217          1,543            16,411            424,171
                                           ------------ --------------  ----------------  -----------------

      Net loss before minority                (18,388)          1,304          (13,336)           (30,420)
      interest

      Minority Interests' share of
         net (income) loss                      -               7,995          -                     7,995
                                           ------------ --------------  ----------------  -----------------

      Net income (loss)                      ($18,388)         $9,299         ($13,336)          ($22,425)
                                           ============ ==============  ================  =================
</TABLE>

The  Partnership's  operating results for the three months ended March 31, 1996,
consisted   of  interest   earned  on   short-term   investments,   general  and
administrative expenses, amortization expense and its share of the income (loss)
from Casabella  Associates and Casabella.  A summary of these operating  results
appears below:
<TABLE>

                                                            Casabella       Partnership       Consolidated
                                             Casabella     Associates             Level             Totals
<S>                                           <C>              <C>               <C>              <C>     
      Revenue                                 $423,582         $5,471            $2,882           $431,935

      Expenses:
        General and administrative              -             -                  26,229             26,229
        Operations                             150,374        -                   2,250            152,624
        Depreciation and amortization           93,013        -                -                    93,013
        Interest                               159,364        -                -                   159,364
                                                        
                                           ------------ --------------  ----------------  -----------------
                                               402,751        -                  28,479            431,230
                                           ------------ --------------  ----------------  -----------------

      Net loss before minority                  20,831          5,471          (25,597)                705
      interest

      Minority Interests' share of
         net (income) loss                      -            (12,309)          -                  (12,309)
                                           ------------ --------------  ----------------  -----------------

      Net income (loss)                        $20,831       ($6,838)         ($25,597)          ($11,604)
                                           ============ ==============  ================  =================
</TABLE>



<PAGE>



Comparison of Operating Results for the Three Months Ended March 31, 1997:

Total revenue  decreased by $38,184 or 9%, primarily due to a decrease in rental
income as a result of competitive  pressure from new apartment properties in the
lease up phase in the local market.  Operating  expenses increased by $30,047 or
20%  primarily  due to one-time  costs of  preparing  Casabella  Apartments  for
disposition,  including  an increase  of $10,672 in  advertising  and  promotion
expense  and an  increase  of $22,000 in repairs  and  maintenance.  General and
administrative  expenses decreased by $8,275 due to the  re-stabilization of the
costs  associated  with  Partnership  administrative,   financial  and  investor
services functions following the office relocation to Colorado Springs.


Thus far in 1997, the Partnership has made the following cash  distributions  to
its Partners:

                                                        Total
         Limited Partners                              $33,305
         General Partners                                  -
                                                       $33,305




<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:March 13, 1997


<PAGE>









<TABLE> <S> <C>

<ARTICLE>                                          5
       
<S>                                                  <C>
<PERIOD-TYPE>                                      3-MOS
<FISCAL-YEAR-END>                                    Dec-31-1997
<PERIOD-END>                                         Mar-31-1997
<CASH>                                                        471,748
<SECURITIES>                                                        0
<RECEIVABLES>                                                       0
<ALLOWANCES>                                                        0
<INVENTORY>                                                         0
<CURRENT-ASSETS>                                                    0
<PP&E>                                                     11,662,765
<DEPRECIATION>                                             (2,057,583)
<TOTAL-ASSETS>                                              10,134,641
<CURRENT-LIABILITIES>                                         274,171
<BONDS>                                                     6,856,872
                                               0
                                                         0
<COMMON>                                                            0
<OTHER-SE>                                                  1,759,552
<TOTAL-LIABILITY-AND-EQUITY>                               10,134,641
<SALES>                                                             0
<TOTAL-REVENUES>                                              393,751
<CGS>                                                               0
<TOTAL-COSTS>                                                 182,748
<OTHER-EXPENSES>                                               84,561
<LOSS-PROVISION>                                                    0
<INTEREST-EXPENSE>                                            156,862
<INCOME-PRETAX>                                                     0
<INCOME-TAX>                                                        0
<INCOME-CONTINUING>                                                 0
<DISCONTINUED>                                                      0
<EXTRAORDINARY>                                                     0
<CHANGES>                                                           0
<NET-INCOME>                                                 (22,425)
<EPS-PRIMARY>                                                       0
<EPS-DILUTED>                                                       0
        


</TABLE>


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