CAPITAL PREFERRED YIELD FUND III L P
10-Q, 1999-05-17
EQUIPMENT RENTAL & LEASING, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(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, 1999
                              --------------------------------------------------

                                       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 number                               33-44158
                       ---------------------------------------------------------

                     Capital Preferred Yield Fund-III, L.P.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


              Delaware                                  84-1248907
       -----------------------              ------------------------------------
       (State of organization)              (I.R.S. Employer Identification No.)

 7175 West Jefferson Avenue, Suite 4000
          Lakewood, Colorado                             80235
- ----------------------------------------               ----------
(Address of principal executive offices)               (Zip Code)

        Registrant's telephone number, including area code (303) 980-1000
                                                           --------------

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  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      .
                                       -----    -----

                        Exhibit Index appears on Page 15

                               Page 1 of 16 Pages


<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          Quarterly Report on Form 10-Q
                              For the Quarter Ended
                                 March 31, 1999


                                Table of Contents
                                -----------------


PART I.   FINANCIAL INFORMATION                                            PAGE
                                                                           ----
  Item 1.   Financial Statements (Unaudited)

            Balance Sheets - March 31, 1999 and December 31, 1998           3

            Statements of Income - Three Months Ended
            March 31, 1999 and 1998                                         4

            Statements of Cash Flows - Three Months Ended
            March 31, 1999 and 1998                                         5

            Notes to Financial Statements                                  6-8

  Item 2.   Management's Discussion and Analysis of Financial
            Condition and Results of Operations                            9-13

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk       13


PART II.  OTHER INFORMATION

  Item 1.   Legal Proceedings                                               14

  Item 6.   Exhibits and Reports on Form 8-K                                14

            Exhibit Index                                                   15

            Signature                                                       16



                                        2

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                 BALANCE SHEETS

                                     ASSETS

                                                       March 31,    December 31,
                                                        1999            1998
                                                     -----------    ------------
                                                     (Unaudited)

Cash and cash equivalents                            $ 1,603,822     $ 2,723,454
Accounts receivable                                    1,268,092       1,340,631
Receivable from related party                            201,284          50,521
Equipment held for sale or re-lease                      732,707         534,643
Net investment in direct finance leases                3,122,219       3,560,216
Leased equipment, net                                 38,320,960      39,594,222
                                                     -----------     -----------

Total assets                                         $45,249,084     $47,803,687
                                                     ===========     ===========


                        LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
    Accounts payable and accrued liabilities         $ 1,513,803     $ 1,508,619
    Payables to affiliates                               112,380          48,360
    Rents received in advance                            562,343         554,824
    Distributions payable to partners                    440,798         440,798
    Discounted lease rentals                          10,163,958      12,603,909
                                                     -----------     -----------

Total liabilities                                     12,793,282      15,156,510
                                                     -----------     -----------

Partners' capital:
    General partner                                            -               -
    Limited partners:
          Class A                                     32,049,384      32,239,114
          Class B                                        406,418         408,063
                                                     -----------     -----------

Total partners' capital                               32,455,802      32,647,177
                                                     -----------     -----------

Total liabilities and partners' capital              $45,249,084     $47,803,687
                                                     ===========     ===========




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

                                        3

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                              STATEMENTS OF INCOME
                                   (Unaudited)

                                                         Three Months Ended
                                                              March 31,
                                                    ----------------------------
                                                       1999              1998
                                                    ----------        ----------
REVENUE:
  Operating lease rentals                           $4,334,349        $4,214,454
  Direct finance lease income                           71,751            91,242
  Equipment sales margin                               271,781           173,087
  Interest income                                       42,093            52,363
                                                    ----------        ----------

Total revenue                                        4,719,974         4,531,146
                                                    ----------        ----------

EXPENSES:
  Depreciation                                       3,114,342         3,381,596
  Management fees to general partner                   103,537           104,887
  Direct services from general partner                  41,744            45,786
  General and administrative                            58,183            57,524
  Interest on discounted lease rentals                 203,357           279,488
  Provision for losses                                  50,000           275,000
                                                    ----------        ----------

Total expenses                                       3,571,163         4,144,281
                                                    ----------        ----------

NET INCOME                                          $1,148,811        $  386,865
                                                    ==========        ==========

NET INCOME ALLOCATED:
  To the general partner                            $   13,181        $   13,209
  To the Class A limited partners                    1,124,167           369,876
  To the Class B limited partner                        11,463             3,780
                                                    ----------        ----------
                                                    $1,148,811        $  386,865
                                                    ==========        ==========

  Net income per weighted average Class A
       limited partner unit outstanding             $     2.30        $      .75
                                                    ==========        ==========

  Weighted average Class A limited
    partner units outstanding                          489,801           493,313
                                                    ==========        ==========





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

                                        4

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                         Three Months Ended
                                                                               March 31,
                                                                    ----------------------------
                                                                        1999            1998
                                                                    -----------      -----------

<S>                                                                <C>              <C>        
NET CASH PROVIDED BY OPERATING ACTIVITIES                           $ 5,178,045      $ 6,732,231
                                                                    -----------      -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment on operating leases from affiliate          (2,530,565)      (1,473,770)
  Investment in direct finance leases, acquired from affiliate          (44,079)      (2,169,213)
                                                                    -----------      -----------
Net cash (used in) investing activities                              (2,574,644)      (3,642,983)
                                                                    -----------      -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from discounted lease rentals                                      -        1,728,059
  Principal payments on discounted lease rentals                     (2,382,847)      (2,268,498)
  Redemptions of Class A limited partner units                          (22,126)         (35,765)
  Distributions to partners                                          (1,318,060)      (1,321,414)
                                                                    -----------      -----------
Net cash (used in) financing activities                              (3,723,033)      (1,897,618)
                                                                    -----------      -----------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                 (1,119,632)       1,191,630
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                      2,723,454        2,813,686
                                                                    -----------      -----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                          $ 1,603,822      $ 4,005,316
                                                                    ===========      ===========

Supplemental disclosure of cash flow information:
  Interest paid on discounted lease rentals                         $   201,463      $   279,488
Supplemental disclosure of noncash investing and
  financing activities:
  Discounted lease rentals assumed in equipment acquisitions                  -           99,710
  Discounted lease rental for bankrupt lessee written-off
    as uncollectible                                                     57,104                -

</TABLE>









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

                                        5

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation
     ---------------------

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information and the  instructions to Form 10-Q and Rule 10-01 of
     Regulation S-X. Accordingly, they do not include all of the information and
     disclosures required by generally accepted accounting principles for annual
     financial   statements.   In  the  opinion  of  the  General  Partner,  all
     adjustments   (consisting  of  normal  recurring  adjustments)   considered
     necessary for a fair presentation have been included.  The balance sheet at
     December  31,  1998 was  derived  from  the  audited  financial  statements
     included in the  Partnership's  1998 Form 10-K.  For  further  information,
     refer to the financial statements of Capital Preferred Yield Fund-III, L.P.
     (the "Partnership"),  and the related notes,  included in the Partnership's
     Annual Report on Form 10-K for the year ended December 31, 1998, previously
     filed with the Securities and Exchange Commission.

     RECENTLY ISSUED FINANCIAL ACCOUNTING STANDARDS

     In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
     Accounting for Derivative  Instruments and Hedging  Activities  ("Statement
     133").  Statement 133  establishes  accounting and reporting  standards for
     derivative  instruments  and for hedging  activities.  It requires  that an
     entity  recognize all  derivatives  as either assets or  liabilities in the
     statement  of  financial  position and measure  those  instruments  at fair
     value. Statement 133 is effective for fiscal years beginning after June 15,
     1999, with earlier application permitted. The Partnership adopted Statement
     133 in the first quarter of 1999.  The General  Partner does not expect the
     adoption to have an impact on its financial reporting.

2.   Transactions With the General Partner and Affiliates
     ----------------------------------------------------

     MANAGEMENT FEES TO GENERAL PARTNER

     In accordance with the Partnership  Agreement,  the General Partner earns a
     management  fee  in  connection  with  its  management  of  the  equipment,
     calculated as a percentage of the monthly gross rentals received,  and paid
     monthly in  arrears.  At March 31,  1999,  management  fees of $37,499  are
     included in payables to affiliates.

     DIRECT SERVICES FROM GENERAL PARTNER

     The  General  Partner  and  an  affiliate  provide   accounting,   investor
     relations,  billing, collecting, asset management, and other administrative
     services to the Partnership. The Partnership reimburses the General Partner
     for these services  performed on its behalf as permitted under the terms of
     the  Partnership  Agreement.  At March 31, 1999,  direct  services from the
     General Partner of $12,217 are included in payables to affiliates.

                                        6

<PAGE>


                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

2.   Transactions With the General Partner and Affiliates, continued
     ----------------------------------------------------

     GENERAL AND ADMINISTRATIVE EXPENSES

     The General  Partner and an affiliate are reimbursed for the actual cost of
     administrative  expenses incurred on behalf of Partnership per the terms of
     the Partnership  Agreement.  At March 31, 1999,  general and administrative
     costs of $62,664 are included in payables to affiliates.

     RECEIVABLE FROM RELATED PARTY

     The General  Partner  collects  rents from lessees and applies these rental
     payments to the lessee's account with the Partnership.  The General Partner
     then  transfers  the  collected   rental   payments  to  the   Partnership,
     eliminating the receivable from related party balance.  At the end of March
     1999,  $201,284  rents had been  applied by the General  Partner  that were
     transferred to the Partnership in April 1999.

     EQUIPMENT PURCHASES

     During the three months ended March 31, 1999, the Partnership  acquired the
     equipment  described  below from  Capital  Associates  International,  Inc.
     ("CAII"):

<TABLE>
<CAPTION>


                                                                                              Acquisition         Total
                                                Equipment                         Cost of       Fees and        Equipment
               Lessee                          Description                       Equipment   Reimbursements   Purchase Price
     -----------------------------      ---------------------------             -----------  --------------   --------------

    <S>                                <C>                                     <C>            <C>            <C>        
     Wyle Labs                          Thermal cycling                         $   378,807    $   13,126     $   391,933
     Wyle Labs                          Servers                                      16,485           571          17,056
     Birmingham Steel Corporation       Copier                                        9,450           327           9,777
     Treasure Chest Advertising         Forklift                                     20,685           717          21,402
     General Motors Corporation         Material handling equipment                 191,454         6,634         198,088
     General Motors Corporation         Cameras                                     379,175        13,138         392,313
     General Motors Corporation         Forklift                                    180,141         6,242         186,383
     General Motors Corporation         Scrubber                                     64,292         2,228          66,520
     General Motors Corporation         Scrubber/Sweeper                             35,135         1,217          36,352
     General Motors Corporation         Rider sweeper                                32,627         1,131          33,758
     General Motors Corporation         Walkie lift                                 110,212         3,819         114,031
     Ball Aerospace & Technology        Office furniture                             56,589         1,961          58,550
     United Airlines                    Docking system                               60,000         2,079          62,079
     Thomson Industries                 Computer equipment                           45,570         1,579          47,149
     Sebastiani Vineyards               Bottling equipment                          907,798        31,455         939,253
                                                                                -----------    ----------     -----------
                                                                                $ 2,488,420    $   86,224     $ 2,574,644
                                                                                ===========    ==========     ===========
</TABLE>

     At March  31,  1999,  the  General  Partner  had  identified  approximately
     $718,000  of  additional   equipment  that   satisfied  the   Partnership's
     acquisition  criteria.  The  Partnership  expects to acquire this equipment
     during the remainder of 1999.

                                        7

<PAGE>


                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

3.   Year 2000
     ---------

     An  affiliate  provides  accounting  and  other  administrative   services,
     including data processing  services to the  Partnership.  The affiliate has
     conducted  a  comprehensive  review of its  computer  systems  to  identify
     systems that could be affected by the Year 2000 issue.  The Year 2000 issue
     results from computer  programs  being written using two digits rather than
     four to define the applicable year.  Certain  computer  programs which have
     date-sensitive  software could recognize a date using "00" as the year 1900
     rather than the year 2000.  This could result in major  system  failures or
     miscalculations.  Certain of the  affiliate's  software  has  already  been
     upgraded to  correctly  account for the Year 2000 issue.  The  affiliate is
     implementing  additional  upgrades  whereby the  affiliate's  primary lease
     tracking and accounting  software will account for the Year 2000 correctly.
     The affiliate  expects that the new upgrades will be fully  operational  by
     December 31, 1999,  and  therefore  expects that it will be fully Year 2000
     compliant. The affiliate does not expect any other changes required for the
     Year 2000 to have a material effect on its financial position or results of
     operations.   As  such,  the  affiliate  has  not  developed  any  specific
     contingency  plans  in the  event  it fails to  complete  the  upgrades  by
     December  31,  1999.  However,  should the  affiliate  be  unsuccessful  in
     completing the necessary  upgrades by December 31, 1999, it does not expect
     there  will be a material  adverse  effect on the  Partnership's  financial
     position or results of operations.  There could be a negative impact on the
     Partnership's  ability to realize expected cash flows from leased equipment
     on a timely basis.  While it is expected that the Partnership's  ability to
     ultimately realize all expected cash flows will not be impacted,  delays in
     collecting  cash  flows  would  have a  negative  impact  on the  timing of
     distributions  to  partners.  The  affiliate  does not expect any Year 2000
     issues  relating to its customers and vendors to have a material  effect on
     its financial position or results of operations.


                                        8

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

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

Results of Operations
- ---------------------

Presented below are schedules  (prepared  solely to facilitate the discussion of
results of  operations  that  follows)  showing  items of income and expense and
changes in those items derived from the Statements of Income:

                                               Three Months
                                              Ended March 31,
                                        ---------------------------
                                           1999            1998         Change
                                        -----------     -----------   ----------

Leasing margin                          $ 1,088,401     $  644,612    $ 443,789
Equipment sales margin                      271,781        173,087       98,694
Interest income                              42,093         52,363      (10,270)
Management fees to general partner         (103,537)      (104,887)       1,350
Direct services from general  partner       (41,744)       (45,786)       4,042
General and administrative                  (58,183)       (57,524)        (659)
Provision for losses                        (50,000)      (275,000)     225,000
                                        -----------     ----------    ---------
  Net income                            $ 1,148,811     $  386,865    $ 761,946
                                        ===========     ==========    =========

LEASING MARGIN

Leasing margin consists of the following:

                                                        Three Months Ended
                                                            March 31,
                                                    ---------------------------
                                                       1999            1998
                                                    -----------     -----------

Operating lease rentals                             $ 4,334,349     $ 4,214,454
Direct finance lease income                              71,751          91,242
Depreciation                                         (3,114,342)     (3,381,596)
Interest expense on discounted lease rentals           (203,357)       (279,488)
                                                    -----------     -----------

   Leasing margin                                   $ 1,088,401     $   644,612
                                                    ===========     ===========

   Leasing margin ratio                                      25%             15%
                                                             ==              ==


                                        9

<PAGE>


                     CAPITAL PREFERRED YIELD FUND-III, L.P.

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

Results of Operations, continued
- ---------------------

LEASING MARGIN, continued

Leasing margin ratio will vary due to changes in the portfolio, including, among
other things,  the mix of operating  leases versus direct  finance  leases,  the
average maturity of leases comprising the portfolio,  the average residual value
of leases in the portfolio, and the amount of discounted lease rentals financing
the portfolio.

Leasing  margin and the related  leasing  margin  ratio for an  operating  lease
financed with  non-recourse  debt  increases  during the term of the lease since
rents and  depreciation  are typically fixed while interest  expense declines as
the related  non-recourse  debt principle is repaid.  Leasing margin and leasing
margin ratio increased for the three months ended March 31, 1999 compared to the
three  months  ended  March 31,  1998 in part due to the  decrease  in  interest
expense.  In addition,  operating  lease rentals  increased for the three months
ended  March 31,  1999 as  compared  to the three  months  ended  March 31, 1998
primarily due to an increase in interim rent proceeds.  Operating lease revenue,
exclusive of interim  rent,  and  depreciation  expense  decreased for the three
months  ended March 31, 1999 as  compared  to the three  months  ended March 31,
1998.

The ultimate rate of return on leases depends, in part, on interest rates at the
time the leases are originated,  as well as future equipment values and on-going
lessee  creditworthiness.   Because  leasing  is  an  alternative  to  financing
equipment  purchases with debt,  lease rates tend to rise and fall with interest
rates (although lease rate movements  generally lag interest rate changes in the
capital markets).

EQUIPMENT SALES MARGIN

Equipment sales margin consists of the following:

                                                     Three Months Ended
                                                          March 31,
                                               --------------------------------
                                                  1999                  1998
                                               -----------          -----------

Equipment sales revenue                        $   631,780          $ 1,854,512
Cost of equipment sales                           (359,999)          (1,681,425)
                                               -----------          -----------
   Equipment sales margin                      $   271,781          $   173,087
                                               ===========          ===========

Currently,  a portion of the  Partnership's  initial leases have expired and the
equipment  is either  being  released  or sold to the  lessee or a third  party.
Equipment  sales  margin  increased  for the three  months  ended March 31, 1999
compared to the three  months ended March 31, 1998  primarily  due to a one time
recognition  of gain from the  receipt of funds  pursuant  to the sale of a note
receivable  representing  settlement  with a  bankrupt  lessee in the  amount of
$206,360.

                                       10

<PAGE>


                     CAPITAL PREFERRED YIELD FUND-III, L.P.

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

Results of Operations, continued
- ---------------------

INTEREST INCOME

Interest  income  decreased  due to a decrease  in the amount of  invested  cash
during the quarter  ended March 31, 1999 as compared to the three  months  ended
March 31, 1998.  Interest  income varies due to (1) the amount of cash available
for  investment  (pending  distribution  or  equipment  purchases)  and  (2) the
interest rate on such invested cash.

EXPENSES

Management  fees to general  partner,  direct  services from general partner and
general and administrative expenses remained comparable to 1998. Management fees
and direct  services  are  discussed  in detail  under  Note 2 to the  financial
statements.  The primary components of general and  administrative  expenses for
the three months  ended March 31, 1999 and March 31, 1998 were data  processing,
advertising, audit and tax fees, printing and bank charges.

PROVISION FOR LOSSES

The  remarketing  of  equipment  for an amount  greater  than its book  value is
reported  with  equipment  sales  margin (if the  equipment  is sold) or leasing
margin  (if the  equipment  is  re-leased).  The  realization  of less  than the
carrying  value of equipment  (which  occurs when the  equipment  is  remarketed
subsequent to the termination of the initial lease) is recorded as provision for
losses.

Residual values are established equal to the estimated value to be received from
the equipment following termination of the lease. In estimating such values, the
Partnership considers all relevant facts regarding the equipment and the lessee,
including,  for  example,  the  likelihood  that the lessee  will  re-lease  the
equipment.  The nature of the Partnership's  leasing  activities is such that it
has  credit  and  residual  value  exposure  and will  incur  losses  from those
exposures in the ordinary course of business. The Partnership performs quarterly
assessments  of the  estimated  residual  values of its assets to  identify  any
other-than- temporary losses in value.

A provision  for loss of $50,000 was  recorded  for the three months ended March
31, 1999.  Of this amount,  $25,000 is due to the  write-off of assets that were
leased to a bankrupt  lessee for which no recovery is  possible.  The balance of
the  provision  for the three months ended March 31, 1999  consists of provision
for loss on other equipment returned to the Partnership at lease maturity.






                                       11

<PAGE>


                     CAPITAL PREFERRED YIELD FUND-III, L.P.

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

Liquidity & Capital Resources
- -----------------------------

The Partnership funds its operating activities principally with cash from rents,
discounted lease rentals  (non-recourse  debt),  interest  income,  and sales of
off-lease  equipment.  Available cash and cash reserves of the  Partnership  are
invested  in  short-term   government  securities  pending  the  acquisition  of
equipment or distribution to the partners.

During the three months ended March 31, 1999, the Partnership acquired equipment
subject to leases with a total equipment purchase price of $2,574,644.  At March
31,  1999,  the  General  Partner  had  identified   approximately  $718,000  of
additional equipment that satisfied the Partnership's  acquisition criteria. The
Partnership expects to acquire this equipment during the remainder of 1999.

During  the  three  months  ended  March  31,  1999,  the  Partnership  declared
distributions  to the partners of $1,318,060  ($440,798 of which was paid during
April  1999).  A  substantial  portion  of such  distributions  is  expected  to
constitute  a return of capital.  Distributions  may be  characterized  for tax,
accounting and economic purposes as a return of capital, a return on capital, or
a portion of both. The portion of each cash  distribution  which exceeds its net
income for the fiscal  period may be deemed a return of capital  for  accounting
purposes.  However,  the total percentage of the partnership's return on capital
over its life will only be  determined  after all  residual  cash  flows  (which
include  proceeds from the re-leasing and sale of equipment)  have been realized
at the termination of the partnership.

The General Partner believes that the Partnership will generate  sufficient cash
flows  from  operations  during  the  remainder  of 1999,  to (1)  meet  current
operating  requirements,  (2) fund  cash  distributions  to Class A and  Class B
limited partners at annualized rates of 10.5% (portions of which are expected to
constitute returns of capital),  and (3) reinvest in additional  equipment under
leases, provided that suitable equipment can be identified and acquired.

YEAR 2000 ISSUES

An affiliate provides accounting and other  administrative  services,  including
data  processing  services to the  Partnership.  The  affiliate  has conducted a
comprehensive  review of its computer  systems to identify systems that could be
affected  by the Year 2000  issue.  The Year 2000 issue  results  from  computer
programs  being  written  using  two  digits  rather  than  four to  define  the
applicable year.  Certain computer programs which have  date-sensitive  software
could  recognize  a date using "00" as the year 1900  rather than the year 2000.
This could result in major system  failures or  miscalculations.  Certain of the
affiliate's software has already been upgraded to correctly account for the Year
2000 issue.  The  affiliate  is  implementing  additional  upgrades  whereby the
affiliate's  primary lease tracking and accounting software will account for the
Year 2000 correctly.  The affiliate  expects that the new upgrades will be fully
operational  by December 31, 1999,  and therefore  expects that it will be fully
Year 2000  compliant.  The affiliate does not expect any other changes  required
for the Year 2000 to have a material effect on its financial position or results
of operations. As such, the affiliate has not developed any specific contingency

                                       12

<PAGE>


                     CAPITAL PREFERRED YIELD FUND-III, L.P.

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

Liquidity & Capital Resources, continued
- -----------------------------

YEAR 2000 ISSUES, continued

plans in the event it fails to  complete  the  upgrades by  December  31,  1999.
However,  should the  affiliate be  unsuccessful  in  completing  the  necessary
upgrades  by  December  31,  1999,  it does not expect  there will be a material
adverse effect on the Partnership's financial position or results of operations.
There  could be a  negative  impact  on the  Partnership's  ability  to  realize
expected  cash  flows  from  leased  equipment  on a timely  basis.  While it is
expected that the Partnership's  ability to ultimately realize all expected cash
flows  will not be  impacted,  delays in  collecting  cash  flows  would  have a
negative impact on the timing of distributions  to partners.  The affiliate does
not expect any Year 2000 issues  relating to its customers and vendors to have a
material effect on its financial position or results of operations.

New Accounting Pronouncements
- -----------------------------

In June 1998,  the  Financial  Accounting  Standards  Board issued SFAS No. 133,
Accounting for Derivative  Instruments and Hedging Activities ("Statement 133").
Statement 133  establishes  accounting  and reporting  standards for  derivative
instruments and for hedging activities. It requires that an entity recognize all
derivatives  as either  assets or  liabilities  in the  statement  of  financial
position and measure those instruments at fair value. Statement 133 is effective
for  fiscal  years  beginning  after June 15,  1999,  with  earlier  application
permitted.  The Partnership  adopted Statement 133 in the first quarter of 1999.
The  General  Partner  does not  expect  the  adoption  to have an impact on its
financial reporting.

"Safe Harbor"  Statement Under the Private  Securities  Litigation Reform Act of
- --------------------------------------------------------------------------------
1995
- ----

The statements  contained in this report which are not  historical  facts may be
deemed to contain  forward-  looking  statements  with  respect  to events,  the
occurrence of which involve risks and uncertainties,  and are subject to factors
that could cause actual future  results to differ both  adversely and materially
from currently anticipated results, including,  without limitation, the level of
lease originations, realization of residual values, the availability and cost of
financing  sources and the ultimate  outcome of any contract  disputes.  Certain
specific risks associated with particular aspects of the Partnership's  business
are  discussed  under  Results of Operations in this report and under Results of
Operations in the 1998 Form 10-K when and where applicable.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk

The partnership's  leases with equipment users are non-cancelable and have lease
rates which are fixed at lease inception.  The partnership  finances its leases,
in part, with discounted  lease rentals at a fixed debt rate. The  partnership's
other  assets  and  liabilities  are  also  at  fixed  rates.  Consequently  the
partnership has no interest rate risk or other market risk exposure.


                                       13

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                     PART II

                                OTHER INFORMATION



Item 1.    Legal Proceedings

           The Partnership is involved in routine legal  proceedings  incidental
           to the conduct of its business.  The General Partner believes none of
           these legal  proceedings  will have a material  adverse effect on the
           financial condition or operations of the Partnership.


Item 6.    Exhibits and Reports on Form 8-K

           (a)  Exhibits

           (b)  The Partnership  did not file any reports on Form 8-K during the
                quarter ended March 31, 1999.


                                       14

<PAGE>



Item No.                           Exhibit Index



   27           Financial Data Schedule









                                       15

<PAGE>



                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                    Signature



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Partnership  has duly  caused  this  report to be  signed  on its  behalf by the
undersigned thereunto duly authorized.



                                          CAPITAL PREFERRED YIELD FUND-III, L.P.

                                          By:  CAI Equipment Leasing IV Corp.


Dated:  May 17, 1999                      By:  /s/Anthony M. DiPaolo
                                               ------------------------------
                                               Anthony M. DiPaolo
                                               Senior Vice President




                                       16



<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
The   schedule  contains  summary  financial  information   extracted  from  the
consolidated  balance  sheets  and  consolidated  statements  of  income  and is
qualified in its entirety by reference to such  financial  statements.
</LEGEND>

       
<S>                                           <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1999
<PERIOD-END>                                   MAR-31-1999
<CASH>                                           1,603,822
<SECURITIES>                                             0
<RECEIVABLES>                                    1,469,376
<ALLOWANCES>                                             0
<INVENTORY>                                        732,707
<CURRENT-ASSETS>                                         0
<PP&E>                                          41,443,179
<DEPRECIATION>                                           0
<TOTAL-ASSETS>                                  45,249,084
<CURRENT-LIABILITIES>                                    0
<BONDS>                                                  0
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      32,455,802
<TOTAL-LIABILITY-AND-EQUITY>                    45,249,084
<SALES>                                            271,781
<TOTAL-REVENUES>                                 4,719,974
<CGS>                                                    0
<TOTAL-COSTS>                                    3,571,163
<OTHER-EXPENSES>                                   145,281
<LOSS-PROVISION>                                    50,000
<INTEREST-EXPENSE>                                 203,357
<INCOME-PRETAX>                                  1,148,811
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                              1,148,811
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                     1,148,811
<EPS-PRIMARY>                                         2.30  
<EPS-DILUTED>                                         2.30   
        


</TABLE>


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