content: SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
  
                                      FORM 8-K
                                   CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
  
                           Date of Report: December 9, 1997
  
  
                                      LDP-III
  (Exact name of registrant as specified in its charter)
  
  California                          0-13559                 94-2911983
  (State or other              (Commission File No.)       (I.R.S. Employer
  jurisdiction of                                          Identification No.)
  incorporation)
  
                      P.O. Box 130, Carbondale, Colorado  81623
                       (Address of principal executive offices)
  
                                   (970) 963-8007
                 (Registrant's telephone number, including area code)
  
  <PAGE>
  ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
  
           Not Applicable
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
           On December 9, 1997, the registrant sold one of its real property
           investments known as 1201 Cadillac Court, located in Milpitas,
           California.  The property consisted of a 51,450 square feet 
           commercial building.
  
           The buyer, KAR Management, is not affiliated with the registrant. 
           The sale price received by the registrant was $6,800,000 which
           resulted in a gain of $3,282,000 and cash proceeds of $1,788,000.
  
  ITEM 3.  BANKRUPTCY OR RECEIVERSHIP
  
           Not Applicable
  
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
  
           Not Applicable
  
  ITEM 5.  OTHER EVENTS
  
           Not Applicable
  
  ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS
  
           Not Applicable
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (a)  Financial statements of business acquired
  
               Not Applicable
  
          (b)  Pro Forma Balance Sheet - September 30, 1997
  
               Pro Forma Statements of Operations:
               Nine months ended September 30, 1997
               Year ended December 31, 1996
  
               Notes to Pro Forma Financial Statements
  
          (c)  Exhibits
  
               Not Applicable
  
  ITEM 8.  CHANGE IN FISCAL YEAR
  
           Not Applicable
  
  <PAGE>
  
  PRO FORMA FINANCIAL STATEMENTS
  
  The following Pro Forma Balance Sheet of the registrant as of September 30, 
  1997 and the Pro Forma Statements of Operations for the nine months ended 
  September 30, 1997, and for the year ended December 31, 1996, reflect pro 
  forma adjustments to the registrant's historical Financial Statements assuming 
  the property was not owned by LDP-III during those timeframes as explained in 
  Notes to Pro Forma Financial Statements.
  
  The Pro Forma Statements of Operations for the nine months ended September 30, 
  1997, and for the year ended December 31, 1996, are not necessarily indicative 
  of the actual results that would have occurred had the property sale been 
  consummated at the beginning of the respective periods or of future operations 
  of the registrant.  The Pro Formas do not take into consideration the increase 
  in LDP-III's liquidity or possible uses of those funds.
  
  These statements should be read in conjunction with the Notes to Pro Forma 
  Financial Statements.
  
  <PAGE>
  <TABLE>
  
  LDP-III
  PRO FORMA BALANCE SHEET, SEPTEMBER 30, 1997 
  (Unaudited) (Dollars in thousands)
  
  <CAPTION>
                                                       Pro Forma
                                                       Adjustments
                                                       Add (Deduct)
                                  September 30, 1997   (Note A)      Pro Forma
  <S>                                  <C>             <C>           <C>
  ASSETS
  INVESTMENTS IN REAL ESTATE:
  Rental properties                    $ 10,553        $ (4,631)     $  5,922
  Accumulated depreciation               (4,288)          1,519        (2,769)
  Rental properties - net                 6,265          (3,112)        3,153
  
  CASH                                      131              (3)          128
  
  OTHER ASSETS
  Short-Term Investment                $    199        $      0      $    199
  Accounts receivable                        24               0            24
  Prepaid expenses and deposits               4              (1)            3
  Deferred costs                            226            (141)           85
  Total other assets                        453            (142)          311
  
  TOTAL                                $  6,849        $ (3,257)     $  3,592
  
  LIABILITIES AND PARTNERS' EQUITY
  
  LIABILITIES:
  Notes payable                        $  6,858        $ (4,408)     $ 2,450
  Accounts payable                           30               0           30
  Other liabilities                         165             (84)          81
  Total liabilities                       7,053          (4,492)       2,561
  
  PARTNERS' EQUITY                         (204)          1,235        1,031
  
  TOTAL                                $  6,849        $ (3,257)     $ 3,592
  
  The accompanying notes are an integral part of the pro forma financial 
  statements.
  
  </TABLE>
  <PAGE>
  <TABLE>
  
  LDP-III
  
  PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED 
  SEPTEMBER 30, 1997 (Unaudited) (In thousands except per unit amounts)
  
  <CAPTION>
                                                       Pro Forma
                                                       Adjustments
                                                       Add (Deduct)
                                  September 30, 1997   (Note A)      Pro Forma
  <S>                                  <C>             <C>           <C>
  REVENUE
  Rental                               $    925        $   (427)     $    498
  Interest                                   14              (1)           13
  Total Revenue                             939            (428)          511
  
  EXPENSE
  Interest                                  426            (250)          176
  Operating                                 267             (37)          230
  Depreciation and amortization             239             (82)          157
  General and administration                140               0           140
  
  Total expense                        $  1,072       $    (369)    $     703
  
  NET LOSS                             $   (133)      $     (59)    $    (192)
  
  NET LOSS PER 
  PARTNERSHIP UNIT                     $     (4)      $      (2)    $      (6)
  
  The accompanying notes are an integral part of the pro forma financial 
  statements.
  
  </TABLE>
  <PAGE>
  <TABLE>
  
  LDP-III
  
  PRO FORMA STATEMENTS OF OPERATIONS
  FOR THE YEAR ENDED DECEMBER 31, 1996 
  (Unaudited) (In thousands except per unit amounts)
  
  <CAPTION>
                                                       Pro Forma
                                                       Adjustments
                                                       Add (Deduct)
                                  September 30, 1997   (Note A)      Pro Forma
  <S>                                  <C>             <C>           <C>
  REVENUE
  Rental                               $  1,210        $   (459)     $     751
  Interest                                   22              (1)            21
  Total revenue                           1,232            (460)           772
  
  EXPENSE
  Interest                                  671            (376)           295
  Operating                                 472            (117)           355
  Depreciation and amortization             325             (99)           226
  General and administration                180               0            180
  Total expense                           1,648            (592)         1,056
  
  NET LOSS                             $   (416)       $   (133)     $    (284)
  
  NET LOSS PER 
  PARTNERSHIP UNIT                     $    (11)       $     (4)     $      (7)
  
  The accompanying notes are an integral part of the pro forma financial 
  statements.
  
  </TABLE>
  <PAGE>
  <TABLE>
  
  NOTES TO PRO FORMA FINANCIAL STATEMENTS
  (Dollars in thousands)
  
  A.    The Balance Sheet Pro Forma adjustments reflect the sale of the 1201 
        Cadillac Court Building as if the sale occurred on September 30, 1997.  
        A gain of $3,282 was recognized by the registrant which has been 
        adjusted for activity subsequent to September 30, 1997, and through the 
        date of sale (see Note B).  The cost of investments in real estate, 
        accumulated depreciation, prepaid expenses and deposits, deferred costs, 
        notes payable and other liabilities have been adjusted by their 
        respective balances at September 30, 1997.  The registrant received cash 
        proceeds of $1,788 from this sale.
  
  B.    The Pro Forma Statements of Operations for the nine months ended 
        September 30, 1997, and for the year ended December 31, 1996, reflects 
        the loss from continuing operations before reflecting any amounts 
        attributable to the sale of the 1201 Cadillac Court Building on December 
        9, 1997.  It has been assumed that administrative expenses would not 
        change as a result of the sale.
  
        The gain of $3,282 from the property sale which has not been reflected 
        in the Pro Forma Statement of Operations, was determined as follows:
  
  <CAPTION>
         <S>                                    <C>
         Sale price                             $ 6,800
         Less:  selling costs                      (287)
         Net selling price                        6,513
  
         Property basis
         (including unamortized deferred costs)   4,767
         Accumulated depreciation 
           and amortization                      (1,536)
         Net book value                           3,231
  
         Gain on sale of rental property        $ 3,282
  
  C.    The Pro Forma Statements of Operations for the three months ended 
        September 30, 1997, and for the year ended December 31, 1996, reflects 
        the pro forma adjustment to remove the segments of operations that have 
        been discontinued to present the registrant on an ongoing continuing 
        operations.
  
  </TABLE>
  <PAGE>
  
  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.
  
  Date:     December 09, 1997               LDP-III
  
                                       By:  /s/ Gregory L. Mohl
                                            Controller
                                            Landsing Equities Corporation
                                            Managing General Partner
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text: SECURITIES AND EXCHANGE COMMISSION
                               Washington, DC  20549
  
                                      FORM 8-K
                                   CURRENT REPORT
  
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
  
                           Date of Report: December 9, 1997
  
                                      LDP-III
  (Exact name of registrant as specified in its charter)
  
  California                          0-13559                 94-2911983
  (State or other              (Commission File No.)       (I.R.S. Employer
  jurisdiction of                                          Identification No.)
  incorporation)
  
                      P.O. Box 130, Carbondale, Colorado  81623
                       (Address of principal executive offices)
  
                                   (970) 963-8007
                 (Registrant's telephone number, including area code)
  ITEM 1.  CHANGES IN CONTROL OF REGISTRANT
  
           Not Applicable
  
  ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS
  
           On December 9, 1997, the registrant sold one of its real property
           investments known as 1201 Cadillac Court, located in Milpitas,
           California.  The property consisted of a 51,450 square feet 
           commercial building.
  
           The buyer, KAR Management, is not affiliated with the registrant. 
           The sale price received by the registrant was $6,800,000 which
           resulted in a gain of $3,282,000 and cash proceeds of $1,788,000.
  
  ITEM 3.  BANKRUPTCY OR RECEIVERSHIP
  
           Not Applicable
  
  ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
  
           Not Applicable
  
  ITEM 5.  OTHER EVENTS
  
           Not Applicable
  
  ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS
  
           Not Applicable
  
  ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
  
          (a)  Financial statements of business acquired
  
               Not Applicable
  
          (b)  Pro Forma Balance Sheet - September 30, 1997
  
               Pro Forma Statements of Operations:
               Nine months ended September 30, 1997
               Year ended December 31, 1996
  
               Notes to Pro Forma Financial Statements
  
          (c)  Exhibits
  
               Not Applicable
  
  ITEM 8.  CHANGE IN FISCAL YEAR
  
           Not Applicable
  PRO FORMA FINANCIAL STATEMENTS
  
  The following Pro Forma Balance Sheet of the registrant as of September 30, 
  1997 and the Pro Forma Statements of Operations for the nine months ended 
  September 30, 1997, and for the year ended December 31, 1996, reflect pro 
  forma adjustments to the registrant's historical Financial Statements assuming 
  the property was not owned by LDP-III during those timeframes as explained in 
  Notes to Pro Forma Financial Statements.
  
  The Pro Forma Statements of Operations for the nine months ended September 30, 
  1997, and for the year ended December 31, 1996, are not necessarily indicative 
  of the actual results that would have occurred had the property sale been 
  consummated at the beginning of the respective periods or of future operations 
  of the registrant.  The Pro Formas do not take into consideration the increase 
  in LDP-III's liquidity or possible uses of those funds.
  
  These statements should be read in conjunction with the Notes to Pro Forma 
  Financial Statements.
  LDP-III
  PRO FORMA BALANCE SHEET, SEPTEMBER 30, 1997 
  (Unaudited) (Dollars in thousands)
  Pro Forma
                                                       Adjustments
                                                       Add (Deduct)
                                  September 30, 1997   (Note A)      Pro Forma
  ASSETS
  INVESTMENTS IN REAL ESTATE:
  Rental properties                    $ 10,553        $ (4,631)     $  5,922
  Accumulated depreciation               (4,288)          1,519        (2,769)
  Rental properties - net                 6,265          (3,112)        3,153
  
  CASH                                      131              (3)          128
  
  OTHER ASSETS
  Short-Term Investment                $    199        $      0      $    199
  Accounts receivable                        24               0            24
  Prepaid expenses and deposits               4              (1)            3
  Deferred costs                            226            (141)           85
  Total other assets                        453            (142)          311
  
  TOTAL                                $  6,849        $ (3,257)     $  3,592
  
  LIABILITIES AND PARTNERS' EQUITY
  
  LIABILITIES:
  Notes payable                        $  6,858        $ (4,408)     $ 2,450
  Accounts payable                           30               0           30
  Other liabilities                         165             (84)          81
  Total liabilities                       7,053          (4,492)       2,561
  
  PARTNERS' EQUITY                         (204)          1,235        1,031
  
  TOTAL                                $  6,849        $ (3,257)     $ 3,592
  
  The accompanying notes are an integral part of the pro forma financial 
  statements.
  LDP-III
  
  PRO FORMA STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED 
  SEPTEMBER 30, 1997 (Unaudited) (In thousands except per unit amounts)
  Pro Forma
                                                       Adjustments
                                                       Add (Deduct)
                                  September 30, 1997   (Note A)      Pro Forma
  REVENUE
  Rental                               $    925        $   (427)     $    498
  Interest                                   14              (1)           13
  Total Revenue                             939            (428)          511
  
  EXPENSE
  Interest                                  426            (250)          176
  Operating                                 267             (37)          230
  Depreciation and amortization             239             (82)          157
  General and administration                140               0           140
  
  Total expense                        $  1,072       $    (369)    $     703
  
  NET LOSS                             $   (133)      $     (59)    $    (192)
  
  NET LOSS PER 
  PARTNERSHIP UNIT                     $     (4)      $      (2)    $      (6)
  
  The accompanying notes are an integral part of the pro forma financial 
  statements.
  LDP-III
  
  PRO FORMA STATEMENTS OF OPERATIONS
  FOR THE YEAR ENDED DECEMBER 31, 1996 
  (Unaudited) (In thousands except per unit amounts)
  Pro Forma
                                                       Adjustments
                                                       Add (Deduct)
                                  September 30, 1997   (Note A)      Pro Forma
  REVENUE
  Rental                               $  1,210        $   (459)     $     751
  Interest                                   22              (1)            21
  Total revenue                           1,232            (460)           772
  
  EXPENSE
  Interest                                  671            (376)           295
  Operating                                 472            (117)           355
  Depreciation and amortization             325             (99)           226
  General and administration                180               0            180
  Total expense                           1,648            (592)         1,056
  
  NET LOSS                             $   (416)       $   (133)     $    (284)
  
  NET LOSS PER 
  PARTNERSHIP UNIT                     $    (11)       $     (4)     $      (7)
  
  The accompanying notes are an integral part of the pro forma financial 
  statements.
  NOTES TO PRO FORMA FINANCIAL STATEMENTS
  (Dollars in thousands)
  
  A.    The Balance Sheet Pro Forma adjustments reflect the sale of the 1201 
        Cadillac Court Building as if the sale occurred on September 30, 1997.  
        A gain of $3,282 was recognized by the registrant which has been 
        adjusted for activity subsequent to September 30, 1997, and through the 
        date of sale (see Note B).  The cost of investments in real estate, 
        accumulated depreciation, prepaid expenses and deposits, deferred costs, 
        notes payable and other liabilities have been adjusted by their 
        respective balances at September 30, 1997.  The registrant received cash 
        proceeds of $1,788 from this sale.
  
  B.    The Pro Forma Statements of Operations for the nine months ended 
        September 30, 1997, and for the year ended December 31, 1996, reflects 
        the loss from continuing operations before reflecting any amounts 
        attributable to the sale of the 1201 Cadillac Court Building on December 
        9, 1997.  It has been assumed that administrative expenses would not 
        change as a result of the sale.
  
        The gain of $3,282 from the property sale which has not been reflected 
        in the Pro Forma Statement of Operations, was determined as follows:
  Sale price                             $ 6,800
         Less:  selling costs                      (287)
         Net selling price                        6,513
  
         Property basis
         (including unamortized deferred costs)   4,767
         Accumulated depreciation 
           and amortization                      (1,536)
         Net book value                           3,231
  
         Gain on sale of rental property        $ 3,282
  
  C.    The Pro Forma Statements of Operations for the three months ended 
        September 30, 1997, and for the year ended December 31, 1996, reflects 
        the pro forma adjustment to remove the segments of operations that have 
        been discontinued to present the registrant on an ongoing continuing 
        operations.
  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.
  
  Date:     December 09, 1997               LDP-III
  
                                       By:  /s/ Gregory L. Mohl
                                            Controller
                                            Landsing Equities Corporation
                                            Managing General Partner