CONDEV LAND FUND III LTD
8-K, 1999-12-23
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT



                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934


                               December 23, 1999
                Date of Report (Date of earliest event reported)


                           CONDEV LAND FUND III, LTD
             (Exact name of registrant as specified in its charter)


             Florida                   33-28493-A              59-2943405
(State or other jurisdiction of     (Commission File        (I.R.S. Employer
incorporation or organization)          Number)           Identification Number)


                               2479 Aloma Avenue
                           Winter Park, Florida 32792
           (Address of principal executive office, including zip code)

                                (407) 679-1748}
              (Registrant's telephone number, including area code)
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Item 5.  Other Events

         On December 23, 1999, Condev Land Fund III, Ltd. (the "Partnership")
reported to its limited partners that (i) a final accounting of the Partnership
has been completed, (ii) the 1999 Schedule K-1s have been distributed and (ii)
the affairs of the Partnership have been wound up. A copy of the Partnership's
correspondence to the limited partners dated December 23, 1999 is attached
hereto as Exhibit 99.1, and is incorporated by reference.

         As previously reported to the limited partners, the Partnership sold
the last property held by the Partnership on October 7, 1999. Each partner's pro
rata share of the net proceeds received from such sale, plus the remaining cash
in the Partnership after deducting the estimated amounts necessary for
accounting, legal and administrative costs to wind up the affairs of the
Partnership were distributed on October 22, 1999. A copy of the Partnership's
correspondence to the limited partners dated October 22, 1999 is attached hereto
as Exhibit 99.2, and is incorporated by reference.

         On December 23, 1999, the Partnership filed a Form 15 with the
Securities and Exchange Commission terminating the registration of its
securities and suspending its duty to file reports under the Securities Exchange
Act of 1934, as amended.


Item 7.   Exhibits.

         99.1     Correspondence to limited partners dated December 23, 1999
         99.2     Correspondence to limited partners dated October 22, 1999


                                   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 hereunto duly authorized.


                                      CONDEV LAND FUND III, LTD.

                                      By:   Condev Associates, General Partner

Date: December 23, 1999                  /s/ Robert N. Gardner
                                      ------------------------------------------

                                      Name:  Robert N. Gardner
                                      Title: Partner

Date: December 23, 1999                  /s/ Joseph J. Gardner
                                      ------------------------------------------
                                      Name:  Joseph J. Gardner
                                      Title: Partner

                                       2

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                                                                    Exhibit 99.1

[Condev Letterhead]

                                                               December 23, 1999


Condev Land Fund III, Ltd.
Final Report to Limited Partners

     As reported in the October 22, 1999 Third Quarter report, the last property
owned by this Partnership was sold on October 7, 1999. At that time, a check was
sent to you or your custodian representing your pro rata share of the net
proceeds realized from the sale plus the remaining cash in the Partnership,
after deducting the estimated amount necessary for accounting, legal and
administrative costs to wind up the affairs of the Partnership.

     The final accounting has been completed and the 1999 Schedule K-1 is
enclosed for you use in planning your 1999 taxes. If your investment is held by
a custodian, this form is for information purposes only. This is the last
communication you will be receiving with respect to this Partnership.

     While we are pleased to wind up the affairs of this Partnership, we regret
that the Partnership was unable to reach its original return objectives. We are
grateful to each of you for your patience and understanding.

     We wish you a joyous and peaceful holiday season.

     Please feel free to contact our Investor Relations office if you have any
questions or would like additional information concerning your investment.


Sincerely yours,

CONDEV ASSOCIATES

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                                                                    Exhibit 99.2


[Condev Letterhead]

                                                                October 22, 1999

Condev Land Fund III, Ltd.
Third Quarter 1999

We are pleased to report that the last property owned by this partnership was
sold on October 7, 1999. The sale price was $762,500 plus interest from the
originally scheduled closing date of July 15, 1999 in the amount of $17,547.95,
for a total of $780,047.95. After expenses of the sale, which included $76,250
in real estate commissions paid to non-affiliated real estate brokers, the net
proceeds realized by the Partnership were $685,235.17. The Partnership paid
$400,000 for this parcel in 1993.

Enclosed is a check representing your pro rata share of the net proceeds
realized from this sale plus the remaining cash in the Partnership after
deducting the estimated amount necessary for accounting, legal and
administrative costs to wind up the affairs of the Partnership. If your
                                                                -------
investment is held by a custodian, enclosed is a copy of the distribution check
- -------------------------------------------------------------------------------
which was sent to the custodian.
- --------------------------------

Since this is the final property in the Partnership, the accountants are
reviewing all accounts in preparation for termination of the Partnership. You
will be receiving a final K-1 (Form 1065) in February, 2000.

The financial statements of the Partnership for the first three quarters of 1999
are on the reverse side hereof. As of September 30, 1999,(which was prior to the
sale discussed above)the net asset value (book value) per unit of limited
partner interest was $48.43.

Please feel free to contact the Investor Relations office if you have any
questions or would like additional information concerning your investment.



Sincerely yours,


CONDEV ASSOCIATES


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