CLOVER INCOME PROPERTIES III LP
10QSB, 1996-05-15
REAL ESTATE
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            FORM 10-QSB--QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                   (As last amended by 34-32231, eff. 6/3/93.)

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10-QSB
(Mark One)

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


                  For the quarterly period ended March 31, 1996

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

                  For the transition period.........to.........
                                        

                         Commission file number 0-19246



                       CLOVER INCOME PROPERTIES III, L.P.
        (Exact name of small business issuer as specified in its charter)



          Delaware                                             22-2935727
(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                              Identification No.)

     23 West Park Avenue
   Merchantville, New Jersey                                      08109
(Address of principal executive offices)                        (Zip Code)


Registrant's telephone number, including area code (609) 662-1116
                                        


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      .

                       CLOVER INCOME PROPERTIES III, L.P.
                                  BALANCE SHEET
                                   (Unaudited)

                                     ASSETS

<TABLE>
<CAPTION>
                                       
                                                                        March 31,
                                                                          1996    
<S>                                                                   <C>              
 CASH                                                                  $  125,946
                                                                                 
 INVESTMENT IN THE WILLOWBROOK JOINT                                             
      VENTURE, at market                                                1,383,487
                                                                                 
 TOTAL ASSETS                                                          $1,509,433
 
                                                                               
                     LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
                                                                                 
 LIABILITIES                                                                     
 Accrued expenses                                                      $   12,719
                                                                                 
 PARTNERS' CAPITAL (DEFICIT)                                                     
      General partner                                                     (44,927)
      Limited partners                                                  1,541,641
            Total partners' capital                                     1,496,714
                                                                                 
 TOTAL LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)                     $1,509,433

<FN>

   The accompanying notes are an integral part of these financial statements.
</TABLE>


                       CLOVER INCOME PROPERTIES III, L.P.
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>                                                 
                                                                             
                                                          Three Months Ended 
                                                                March 31,
                                                         1996               1995     
<S>                                                   <C>              <C>
 REVENUES                                                                         
    Interest income                                    $      676       $      387
       Total revenues                                         676              387
                                                                                  
 EXPENSES                                                                         
    Amortization                                               --            2,379
    Professional services                                   7,074            6,199
    General and administrative                                379            2,768
       Total expenses                                       7,453           11,346
                                                                                  
 SHARE OF INCOME FROM THE WILLOWBROOK JOINT                                       
    VENTURE                                                14,619            8,103
                                                                                  
 NET INCOME (LOSS)                                     $    7,842       $   (2,856)
                                                                                  
 NET INCOME (LOSS) PER                                                               

 LIMITED PARTNERSHIP UNIT                              $     1.06       $     (.39)  
                                                                    
<FN>

   The accompanying notes are an integral part of these financial statements.

</TABLE>

                       CLOVER INCOME PROPERTIES III, L.P.
                    STATEMENTS OF PARTNERS' CAPITAL (DEFICIT)
                    FOR THE THREE MONTHS ENDED MARCH 31, 1996
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                             
                                              General        Limited 
                                              Partner        Partners        Total  
<S>                                        <C>            <C>            <C>                     
 Balance (Deficit) at January 1, 1996       $  (44,927)    $ 1,543,754    $ 1,498,827
                                                                                     
 Partners' distributions, $1.35 per                                                  
   limited partnership unit                       (100)         (9,855)        (9,955)
                                                                                     
 Net income                                        100           7,742          7,842
                                                                                    
 Balance (Deficit) at March 31, 1996        $  (44,927)    $ 1,541,641    $ 1,496,714


<FN>

   The accompanying notes are an integral part of these financial statements.

</TABLE>

                       CLOVER INCOME PROPERTIES III, L.P.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                 Three Months Ended
                                                                     March 31,
                                                               1996            1995   
<S>                                                         <C>            <C>
 OPERATING ACTIVITIES                                                                 
    Interest income received                                 $     676       $     387
    Distributions received from The Willowbrook                                       
       Joint Venture                                            14,619           8,103
    Cash paid for operating expenses                           (14,234)        (25,509)
                                                                                     
    Net cash provided by (used in) operating                                          
       activities                                                1,061         (17,019)
                                                                                      
 INVESTING ACTIVITIES                                                                 
    Distributions received from The Willowbrook                                       
       Joint Venture                                            11,967          18,483
                                                                                      
 FINANCING ACTIVITIES                                                                 
                                                                                     
    Partners' distributions                                     (9,955)        (14,746)
                                                                                      
 NET INCREASE (DECREASE) IN CASH                                 3,073         (13,282)
                                                                                      
 CASH, beginning of period                                     122,873         116,337
                                                                                      
 CASH, end of period                                         $ 125,946       $ 103,055

<FN>
   The accompanying notes are an integral part of these financial statements.
</TABLE>


                       CLOVER INCOME PROPERTIES III, L.P.
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                              
                                                                 Three Months Ended     
                                                                      March 31, 
                                                               1996             1995  
<S>                                                         <C>             <C>
 RECONCILIATION OF NET INCOME (LOSS) TO CASH                                          
 PROVIDED BY (USED IN) OPERATING ACTIVITIES                                           
                                                                                     
    Net income (loss)                                        $   7,842       $  (2,856)
                                                                                      
 ADJUSTMENTS                                                                          
    Amortization                                                    --           2,379
    Income from investment in the Willowbrook Joint                                   
       Venture                                                 (14,619)         (8,103)
    Distributions received from the Willowbrook                                       
       Joint Venture                                            14,619           8,103
    Decrease in accrued expenses                                (6,781)         (6,147)
    Decrease in due to affiliates                                   --         (10,395)
                                                                                     
        Total adjustments                                    $  (6,781)      $ (14,163)
                                                                                      
 Net cash provided by (used in) operating activities         $   1,061       $ (17,019)

<FN>
   The accompanying notes are an integral part of these financial statements.
</TABLE>


                       CLOVER INCOME PROPERTIES III, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (Unaudited)



Readers of this quarterly report should refer to the Partnership's audited
financial statements as of December 31, 1995, as certain footnote disclosures
which would substantially duplicate those contained in such audited financial
statements have been omitted from this report.

1. INVESTMENT IN THE WILLOWBROOK JOINT VENTURE:

On April 8, 1992, the Partnership consummated a transaction which was effective
April 1, 1992, with the Willowbrook Joint Venture, Clover Income Properties,
L.P. ("CIP"), and Clover Income Properties II, L.P. ("CIP II"), affiliated
partnerships, for the acquisition by the Partnership of an interest in the
Willowbrook Joint Venture (the "Joint Venture"), which owns the Willowbrook
Apartments, a 299-unit mid-rise apartment complex located in Baltimore,
Maryland.  The Partnership acquired a 14.18% interest in the Joint Venture for a
cash purchase price of $2,200,000. 

On February 7, 1996, the Willowbrook Joint Venture entered into an agreement of
sale with Berwind Properties Group, Inc. and First Montgomery Properties, Ltd. 
Under the terms of the agreement, the Joint Venture will sell the Willowbrook
Apartments (including land), all related improvements and tangible and
intangible property for $10,500,000 less a $315,000 credit for capital
improvements. 

The sale is contingent upon, among other things, the approval by a majority of
the limited partners of CIP, CIP II, and CIP III.  If the sale is approved by a
majority  of the limited partners and all the other conditions to the sale are
met, the sale will be completed.

Concurrent with the sale of The Willowbrook Apartments, all assets of the Joint
Venture will be liquidated.  The net proceeds will be distributed to its owners
(CIP, CIP II and CIP III) and the Joint Venture dissolved.

Upon receipt of distribution from the Joint Venture, the limited partnership
will then liquidate the net assets, distribute the proceeds and be dissolved.

Due to the proposed sale of the Willowbrook Apartments and subsequent
liquidation of the Partnership, CIP III has reflected its investment in the
Joint Venture at the lower of cost or market.  Market value is based on the
estimated cash proceeds (net of settlement costs) from the sale of the
Willowbrook Apartments after allocation of these proceeds to CIP, CIP II, and
CIP III.

1. INVESTMENT IN THE WILLOWBROOK JOINT VENTURE (continued):

A summary of the Joint Venture's financial statements is as follows:
  
                                                                              
                                                              Three Months  
                                                             Ended March 31,
                                                                  1996      
    Current assets                                             $   397,270
    Investment property, net of accumulated                      9,276,510
    Other noncurrent assets                                          1,100
                                                                         
    Total assets                                               $ 9,674,880
                                                                          
    Current liabilities                                        $   438,232
    Capital -                                                             
       Clover Income Properties, L.P.                            3,637,651
       Clover Income Properties II, L.P.                         3,637,651
       Clover Income Properties III, L.P.                        1,961,346
                                                                          
    Total liabilities and capital                              $ 9,674,880
                                                                          
    Revenues                                                   $   524,072
    Expenses                                                       415,396
                                                                         
    Net income                                                 $   108,676

The Joint Venture made distributions from operations to the Partnership in the
amount of $26,586 during the first three months of 1996. (Also, see Note 2).

The investment in The Willowbrook Joint Venture, at market of $1,383,487,
includes amortization ($104,910) of the additional costs of the Partnership's
share of the investment in the Joint Venture over the Partnership's share of the
net book value of the Joint Venture on April 1, 1992.  Also included is an
impairment loss of $472,947 which was recorded at December 31, 1995.  The amount
by which the Partnership's share of the investment in the Joint Venture exceeds
the Partnership's share of the net book value of the Joint Venture was $651,576.
This amount has been allocated to land and building in the amounts of $75,452
and $576,124, respectively.  The excess costs allocable to the building are
amortized over the remaining estimated useful life of the building on April 1,
1992, which is 20 years and 9 months.  Therefore, the amount of the investment
reflected here does not correspond to the Partnership's capital account balance
in the Joint Venture due to the adjustments indicated above.
 
2. SUBSEQUENT DISTRIBUTION:

In April 1996, the Partnership received an $8,862 distribution from the
Willowbrook Joint Venture.  It is anticipated that the Partnership will make a
cash distribution in May 1996 of $9,855 to the limited partners and $100 to the
general partner.

3. GENERAL:

The financial statements reflect all adjustments which are, in the opinion of
the General Partner, necessary for a fair presentation of the results for the
interim period presented.  Such adjustments are of a normal recurring nature.



                          THE WILLOWBROOK JOINT VENTURE
                                  BALANCE SHEET

                                   (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>


                                                                         March 31,
                                                                           1996   
<S>
 CURRENT ASSETS                                                       <C>            
    Cash                                                               $   271,377
    Cash held for security deposits-restricted                              34,215
    Prepaid expenses                                                        88,850
    Rents receivable                                                         2,828
       Total current assets                                                397,270

 INVESTMENT PROPERTY HELD FOR SALE                                      13,440,465
    Less - accumulated depreciation                                     (4,163,955)
       Net investment property                                           9,276,510
                                                                                  
 OTHER ASSETS                                                                     
    Utility deposit                                                          1,100
                                                                                  
 TOTAL ASSETS                                                          $ 9,674,880

                           LIABILITIES AND PARTNERS' CAPITAL
                                                                                  
 CURRENT LIABILITIES                                                              
    Accounts payable                                                   $    17,500
    Accrued expenses                                                        53,398
    Tenants' security deposits                                              34,215
    Prepaid rents                                                            6,826
    Due to affiliates                                                      326,293
       Total current liabilities                                           438,232
                                                                                  
 PARTNERS' CAPITAL                                                                
    Clover Income Properties, L.P.                                       3,637,651
    Clover Income Properties II, L.P.                                    3,637,651
    Clover Income Properties III, L.P.                                   1,961,346
       Total partners' capital                                           9,236,648
                                                                                  
 TOTAL LIABILITIES AND PARTNERS' CAPITAL                                $9,674,880
                                                                                  
                                                                                
<FN>                                                                                 
        The accompanying notes are an integral part of these statements.
</TABLE>


                          THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>                                                   
                                                                              
                                                           Three Months Ended
                                                                March 31,  
                                                           1996            1995   
<S>                                                   <C>             <C>
 REVENUES:                                                                        
    Rental income                                      $   511,753     $   494,733
    Other income                                            12,181           5,584
    Interest income                                            138             484
          Total revenues                                   524,072         500,801
                                                                                  
 EXPENSES:                                                                        
    Depreciation                                           128,711         128,253
    Operating expenses (including affiliate                                       
       transactions of $16,089 for the                                            
       three months ended March 31, 1995)                  284,747         261,502
    Professional services                                    1,938           4,948
          Total expenses                                   415,396         394,703
                                                                                  
 NET INCOME                                            $   108,676     $   106,098
                                                                                  
<FN>
        The accompanying notes are an integral part of these statements.
</TABLE>


                          THE WILLOWBROOK JOINT VENTURE

                         STATEMENTS OF PARTNERS' CAPITAL
                    FOR THE THREE MONTHS ENDED MARCH 31, 1996
                                   (Unaudited)

<TABLE>
<CAPTION>                                                                             
                                  Clover         Clover        Clover
                                  Income         Income        Income
                                Properties     Properties    Properties
                                    L.P.        II, L.P.      III, L.P.      Total  
<S>                             <C>           <C>           <C>           <C>                       
 Balance - January 1, 1996       $3,671,476    $3,671,476    $1,972,520    $9,315,472
                                                                                     
 Net income                          46,632        46,632        15,412       108,676
                                                                                     
 Partners' distributions            (80,457)      (80,457)      (26,586)     (187,500)
                                                                                     
 Balance at March 31, 1996       $3,637,651    $3,637,651    $1,961,346    $9,236,648

<FN>                                                                                     
        The accompanying notes are an integral part of these statements.
</TABLE>


                          THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                     March 31,
                                                               1996            1995   
<S>
 OPERATING ACTIVITIES:                                     <C>             <C>              
      Cash received from rentals                            $  515,473      $  490,830
      Other income received                                     12,181           5,584
      Interest income received                                     138             484
      Security deposits paid (received)                            653            (202)
      Cash paid for operating expenses                        (202,594)       (224,314)
                                                                                     
           Net cash provided by operating                                             
               activities                                      325,851         272,382
                                                                                     
 INVESTING ACTIVITIES                                                                 
      Cash paid for investment property                         (8,468)             --
                                                                                      
 FINANCING ACTIVITIES                                                                 
      Partners' distributions                                 (187,500)       (187,500)
                                                                                      
 NET INCREASE IN CASH                                          129,883          84,882
                                                                                      
 Cash, beginning of period                                     141,494         146,687
                                                                                      
 Cash, end of period                                        $  271,377      $  231,569
                                                                                      
<FN>
        The accompanying notes are an integral part of these statements.
</TABLE>


                          THE WILLOWBROOK JOINT VENTURE
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>                                                                              
                                                                 Three Months Ended
                                                                     March 31,
                                                               1996            1995   
<S>                                                         <C>             <C>
 RECONCILIATION OF NET INCOME                                                         
 TO NET CASH PROVIDED BY OPERATING ACTIVITIES                                         
                                                                                     
      NET INCOME                                             $ 108,676       $ 106,098
                                                                                      
 Adjustments to reconcile net income to net cash                                      
  provided by operating activities                                                    
  Depreciation                                                 128,711         128,253
  Decrease (increase) in cash held for                                                
     security deposits                                             653            (202)
  Decrease in prepaid expenses                                  48,164          58,063
  Decrease (increase) in rents receivable                        4,774          (4,129)
  Increase (decrease) in accounts payable                       17,500          (1,849)
  Increase (decrease) in accrued expenses                       16,442         (12,923)
  Increase (decrease) in security deposits                       1,993          (1,194)
  (Decrease) increase prepaid rents                             (1,062)            226
  Increase in due to affiliates                                     --              39
                                                                                      
 Total adjustments                                             217,175         166,284
                                                                                      
 NET CASH PROVIDED BY OPERATING ACTIVITIES                   $ 325,851       $ 272,382

<FN>
      The accompanying notes are an integral part of these statements.    
</TABLE>


                          THE WILLOWBROOK JOINT VENTURE
                          NOTES TO FINANCIAL STATEMENTS
                                 MARCH 31, 1996
                                   (UNAUDITED)

Readers of this quarterly report should refer to the Joint Venture's audited
financial statements as of December 31, 1995, as certain footnote disclosures
which would substantially duplicate those contained in such audited financial
statements have been omitted from this report.

1.  INVESTMENT PROPERTY HELD FOR SALE:

On December 17, 1987, the Joint Venture acquired the Willowbrook Apartments, a
mid-rise apartment complex comprising 299 apartment units contained in eight
five-story buildings.  The complex is located in Baltimore, Maryland.  

On February 7, 1996, the Joint Venture entered into an agreement of sale with
Berwind Properties Group, Inc. and First Montgomery Properties, Ltd  Under the
terms of the agreement, the Joint Venture will sell The Willowbrook Apartments
(including land), all related improvements and tangible and intangible property
for $10,500,000 less a $315,000 credit for capital improvements.

The sale is contingent upon, among other things, the sale of all of the
properties owned by affiliates of Clover Financial Corporation which are also
under agreement of sale with Berwind and First Montgomery.  Clover Financial
Corporation is the parent company of the general partner of CIP, CIP II, and CIP
III.  The sale must be approved by a majority of the limited partners of CIP,
CIP II, and CIP III.  Upon sale of The Willowbrook Apartments, all assets of the
Joint Venture will be liquidated.  The net proceeds will then be distributed to
its owners (CIP, CIP II, and CIP III) and the Joint Venture dissolved.

Due to the proposed sale of The Willowbrook Apartments and subsequent
liquidation of the Partnership, the Joint Venture has reflected the investment
property held for sale at the lower of cost or market.  Market value is based on
the estimated cash proceeds (net of settlement costs) from the sale of the
Willowbrook Apartments.  At March 31, 1996, the investment property held for
sale was not impaired.  

The following is a summary of investment property as of March 31, 1996.
                                                                              

Land                                                    $ 1,421,205           
Building                                                 11,006,247           
Furniture and fixtures                                    1,013,013           
                                                         13,440,465           
 Less: Accumulated depreciation                          (4,163,955)           
                                                        $ 9,276,510           

                                                                               
2.  TRANSACTIONS WITH AFFILIATES:

Effective February 21, 1995, NPI-CL Management, L.P. ("NPI") which is
unaffiliated with the general partner, replaced an affiliate of the general
partner as Property Manager.  Until this time, as compensation for property
management services performed by an affiliate of the Partners with respect to
the Property, the affiliate was entitled to a management fee in an amount not to
exceed 5% of gross revenues.  On January 19, 1996, the stockholders of National
Property Investors, Inc. sold all of its issued and outstanding stock to IFGP
Corporation, an affiliate of Insignia Financial Group, Inc.

The general partners of CIP, CIP II, and CIP III and their affiliates were
entitled to reimbursement for administrative services rendered to the Joint
Venture and direct expenses of operations and goods and services used by and for
the Joint Venture.  For the three months ended March 31, 1995, $3,339 of such
costs were incurred by the Joint Venture.  Property management fees of $12,750
were incurred and paid for the three months ended March 31, 1995, to an
affiliate of the general partner.  During the three months ended March 31, 1996,
there were no transactions with affiliates.

As of March 31, 1996, The Willowbrook Joint Venture owed a total of $326,293 to
Clover and its affiliates, including $7,161 for reimbursable costs and $319,132 
for accrued property management fees.  The payment of such amounts will be made
from the Willowbrook Joint Venture's cash flow when available and from the 
proceeds of any sale or refinancing of the assets of the Willowbrook Joint 
Venture.
 
3.  SUBSEQUENT DISTRIBUTIONS:

In April 1996, the Joint Venture paid total distributions of $62,500 to its
partners.

4.  GENERAL:

The financial statements reflect all adjustments which are, in the opinion of
the joint venture partners, necessary for a fair statement of results for the
interim periods presented.  Such adjustments are of a normal recurring nature. 
Certain reclassifications have been made to the 1995 information to conform to
the 1996 presentation.


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


Financial Condition Liquidity and Capital Resources

 The Partnership's only remaining interest in real estate is a 14.18% interest
in The Willowbrook Joint Venture, a joint venture which owns the Willowbrook
Apartments.  Consequently, the Partnership's primary remaining source of
operating cash flow will be distributions from The Willowbrook Joint Venture.

 On February 7, 1996, the Willowbrook Joint Venture, Berwind Property Group,
Inc. ("Berwind") and First Montgomery Properties, Ltd. ("First Montgomery", and
with Berwind, the "Buyers") executed an Agreement of Sale (as amended, the "Sale
Agreement") concerning the sale of Willowbrook Apartments (the "Sale").

 Pursuant to the terms of the Sale Agreement, the Buyers have agreed to purchase
The Willowbrook Apartments for a purchase price of $10,500,000 (less a $315,000
credit for capital improvements).  The completion of the Sale is contingent upon
the approval of the holders of more than 50% of the outstanding Units and the
holders of more than 50% of the outstanding units of limited partnership
interest in each of CIP II and CIP III.  In addition, for a period from the date
of the execution of the Sale Agreement through May 21, 1996, the Buyers have the
right to cancel and terminate the Sale Agreement for any reason whatsoever.  The
Sale is described in a Form 8-K filed with the Commission pursuant to the 
Securities Exchange Act of 1934 on March 4, 1996 and such description is 
incorporated herein by reference.

 Cash on hand on March 31, 1996 was $125,946 as compared to $122,873 on December
31, 1995.  Current funds, along with future operating cash flow, will be
utilized for working capital needs and for distributions to the limited
partners.

 The Partnership's net cash flow from operations was $1,061 for the three months
ended March 31, 1996, as compared to cash flow used in operations of $17,019 for
the same period in 1995.  The increase in net cash flow from operations for the
three months ended March 31, 1996 is attributable to a decrease in cash paid for
operating expenses and an increase in distributions received from the
Willowbrook Joint Venture.

 The Joint Venture's net cash flow from operations was $325,851 for the three
months ended March 31, 1996, as compared to $272,382 for the same period in
1995.  The increase in cash flow from operations over the period was due to an
increase in cash received from rentals and other income, in addition to a
decrease in cash paid for operating expenses.

 Cash distributions by the Partnership to the partners with respect to the
quarter ended December 31, 1995 of $9,955 were paid in January 1996.  Of the
total amount, $9,855 was distributed to the Limited Partners and $100 was
distributed to the General Partner.

 The General Partner believes that the Partnership's current and future cash
availability will be sufficient to meet the Partnership's liquidity
requirements, absent any unanticipated cost increases or adverse market
conditions.

 If the Sale is approved by the Limited Partners and completed, the proceeds
from the Sale distributed by the Joint Venture will be sufficient to cover the
anticipated operating costs of the Sale estimated to be $1,282,000.

 As of March 31, 1996, the Partnership has paid all outstanding amounts owed to
Clover and its affiliates.  There were no outstanding amounts owed to Clover and
its affiliates and the Partnership made no payments to Clover and its affiliates
during the three months ended March 31, 1996.

 As of March 31, 1996, The Willowbrook Joint Venture owed a total of $326,293 to
Clover and its affiliates, including $7,161 for reimbursable costs and $319,132
for accrued property management fees.  The payment of such amounts will be made
from The Willowbrook Joint Venture's cash flow when available and from the
proceeds of any sales or refinancing of the assets of The Willowbrook Joint
Venture.

 During the first quarter of 1996, The Willowbrook Joint Venture continued its
program instituted in 1993 at The Willowbrook Apartments to upgrade apartment
interiors with new appliances and carpeting, combined with an aggressive
marketing program.

 Effective February 21, 1995, the General Partner and certain of its affiliates
entered into an agreement with NPI-CL Management L.P. ("NPI"), an entity
unaffiliated with the Partnership or its General Partner, pursuant to which NPI
began providing day-to-day asset management services for the Partnership as well
as property management services for the Joint Venture.  NPI is an affiliate of
National Property Investors, Inc.  On January 19, 1996, the stockholders of
National Property Investors, Inc. sold all of its issued and outstanding stock
to IFGP Corporation, an affiliate of Insignia Financial Group, Inc.

Results of Operations

    Three Months Ended March 31, 1996 vs. March 31, 1995

 Partnership revenues do not include the revenues from the Willowbrook
Apartments.

 The Partnership's income after amortization for the three months ended March
31, 1996, was $7,842 compared to loss after amortization of $2,856 for the same
period in 1995.  The increase in income after amortization for the three months
ended March 31, 1996 is primarily attributable to the increase in the
Partnership's share of income from The Willowbrook Joint Venture.

 Rental income for the Willowbrook Apartments, as operated by The Willowbrook
Joint Venture for the three months ended March 31, 1996, was $511,753 as
compared to $494,733 for the same period in 1995.  Other income for the three
months ended March 31, 1996 was $12,181 as compared to $5,584 for the same
period in 1995.  Interest income for the three months ended March 31, 1996 was
$138 as compared to $484 for the same period in 1995.  The increase in rental
income is primarily the result of an increase in average rental rates over the
period.  The change in other income was due to increased miscellaneous charges
to tenants including late fees and utility reimbursements.

 The average effective rental rates for The Willowbrook Apartments for the three
months ended March 31, 1996 were $1,839 as compared to $1,787 for the same
period in 1995.  The average occupancy for the Willowbrook Apartments for the
three months ended March 31, 1996 was 93.0% as compared to 92.6% for the same
period in 1995.

 Operating expenses for The Willowbrook Apartments for the three months ended
March 31, 1996 were $284,747 as compared to $261,502 for the same period in
1995.  The increase in operating expenses over the period is primarily the
result of increased snow removal, maintenance, and utility expenses.  These
increases can be attributed to the severe winter conditions in the first quarter
of 1996 at the property.

 The Joint Venture's income after depreciation for the three months ended March
31, 1996 was $108,676 as compared to $106,098 for the same period in 1995.  The
increase in income after depreciation in 1996 is primarily the result of
increased rental income  offset by an increase in operating expenses.

                          PART II - OTHER INFORMATION 


Item 6.    Exhibits and Reports on Form 8-K

           a)  Exhibit 27, Financial Data Schedule, is filed as an exhibit to
               this report.

           b)  Reports on Form 8-K:  A form 8-K was filed on March 4, 1996,
               reporting that The Willowbrook Joint Venture had executed an
               Agreement of Sale concerning the sale of Willowbrook Apartments.


                                   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.



                                          CLOVER INCOME PROPERTIES III, L.P.

                                          By:  CROWN MANAGEMENT CORP. 




                                          By:  /s/Donald N. Love             
                                               Donald N. Love, President
        

                                          By:  /s/Stanley G. Borucki         
                                               Stanley G. Borucki, Treasurer
                 


                                          Date: May 15, 1996



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Clover
Income Properties III, L.P. 1996 First Quarter 10-QSB and is qualified in its
entirety by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000844151
<NAME> CLOVER INCOME PROPERTIES III, L.P.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                         125,946
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               125,946
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               1,509,433
<CURRENT-LIABILITIES>                           12,719
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                   1,496,714
<TOTAL-LIABILITY-AND-EQUITY>                 1,509,433
<SALES>                                              0
<TOTAL-REVENUES>                                   676
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 7,453
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     7,842
<EPS-PRIMARY>                                     1.06
<EPS-DILUTED>                                        0
<FN>
<F1>The Registrant has an unclassified balance sheet.
</FN>
        

</TABLE>


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