content: 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.
                                  
                  Date of Report : August 16, 1996
                                  
                               LDP-III
       (Exact name of registrant as specified in its charter)
                               0-13559                                
                        (Commission File Number
     California                                       94-2911983
  (State or other                                  (I.R.S. Employer
  jurisdiction of                                Identification Number)
   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 August 16, 1996, the registrant sold one of its real
            property  investments  known as 391  Forbes  Commercial
            Building,  located in South San Francisco,  California.
            The   property  consisted  of  a  30,400  square   feet
            commercial building.
            
            The  buyer,  Rod  Blake,  is not  affiliated  with  the
            registrant.  The sale price received by the  registrant
            was $1,730,000 which resulted in a gain of $223,000 and
            cash proceeds of $660,000.
            
  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
  
  <PAGE>
  
  ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
            AND EXHIBITS
  
            (a)  Financial statements of business acquired
  
                 Not Applicable
  
  
            (b)  Pro Forma Balance Sheet
                     June 30, 1996
  
                 Pro Forma Statements of Operations:
                     Six months ended June 30, 1996
                     Year ended December 31, 1995
  
                 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
  June 30, 1996 and the Pro Forma Statements of Operations for  the
  six  months ended June 30, 1996, and for the year ended  December
  31,  1995,  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 three months ended
  June 30, 1996, and for the year ended December 31, 1995, 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  ProFormas 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, JUNE 30, 1996 (Unaudited)
                       (Dollars in thousands)
  <CAPTION>                         
                                               Pro Forma   
                                              Adjustments  
                                              Add(Deduct)  Pro    
                               June 30, 1996   (Note A)    Forma
  <S>                              <C>          <C>        <C>      
  ASSETS
  INVESTMENTS IN REAL ESTATE:
   Rental properties               $12,336      $(1,848)   $10,488
   Accumulated depreciation         (4,436)         461     (3,975)
   Rental properties - net           7,900       (1,387)     6,513
                                  
   CASH                                129            0        129
                                  
  OTHER ASSETS
   Short-Term Investment            $  198       $    0     $  198
   Accounts receivable                  30           (7)        23
   Prepaid expenses and deposits        10            0         10
   Deferred costs                      145          (23)       122
   Total other assets                  383          (30)       353
                                  
  TOTAL                             $8,412      $(1,417)    $6,995
                                  
  LIABILITIES AND PARTNERS' EQUITY
  LIABILITIES:
   Notes payable                    $7,864       $ (950)    $6,914
   Accounts payable                      5           (1)         4
   Other liabilities                    83          (20)        63
   Total liabilities                 7,952         (971)     6,981
                                  
  PARTNERS' EQUITY                     460         (446)        14
                                  
  TOTAL                             $8,412       $(1,417)   $6,995
                                  
  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 THREE MONTHS ENDED JUNE 30, 1996 (Unaudited)
               (In thousands except per unit amounts)
  <CAPTION>                                
                                               Pro Forma   
                                              Adjustments  
                                              Add (Deduct)  Pro      
                               June 30, 1996   (Note B)     Forma
  <S>                             <C>           <C>         <C>
  REVENUE
   Rental                         $  653        $ (95)      $  558
   Interest                            9            0            9
   Total Revenue                     662          (95)         567
                                  
  EXPENSE
   Interest                          351          (47)         304
   Operating                         236          (28)         208
   Depreciation and amortization     201          (24)         177
   General and administration         93            0           93
                                  
   Total expense                  $  881        $ (99)      $  782
                                  
  NET LOSS                        $ (219)      $    4       $ (215)
  
  NET LOSS PER
  PARTNERSHIP UNIT                $   (6)      $    0       $   (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, 1995 (Unaudited)
               (In thousands except per unit amounts)
  
  <CAPTION>                                
   
                                                Pro Froma
                                               Adjustments
                               December 31,    Add (Deduct)
                                   1995          Pro Forma        Pro Forma
  <S>                            <C>              <C>              <C>
  REVENUE
   Rental                        $1,339           $ (197)          $ 1,142
   Interest                          28                0                28
   Total revenue                  1,367             (197)            1,170
  
  EXPENSE
   Interest                         717             (106)               611
   Operating                        394              (52)               342
   Depreciation and amortization    396              (52)               344
   General and administration       194                0                194
   Total expense                  1,701             (210)             1,491
  
  NET LOSS                       $ (334)         $    13           $   (321)
  
  NET LOSS PER
  PARTNERSHIP UNIT               $   (9)         $     1           $     (8)
  
  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  391  Forbes Commercial Building as if the sale occurred
       on  June  30,  1996.  A gain of $223 was recognized  by  the
       registrant  which has been adjusted for activity  subsequent
       to June 30, 1996, 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 June 30, 1996.  The registrant
       received cash proceeds of $660,000 from this sale.
  
  B.   The  Pro  Forma Statements of Operations for the six  months
       ended  June  30, 1996, and for the year ended  December  31,
       1995,  reflects  the loss from continuing operations  before
       reflecting any amounts attributable to the sale of  the  391
       Forbes  Commercial Building in August, 1996.   It  has  been
       assumed that administrative expenses would not change  as  a
       result of the sale.
  
       The  gain of $223 from the property sale which has not  been
       reflected  in  the  Pro Forma Statement of  Operations,  was
       determined as follows:
  
            <S>                              <C>
            Sale price                       $1,730
            Less:  selling costs                (97)
            Net selling price                 1,633
  
            Property basis (including
             unamortized deferred costs)      1,977
            Accumulated depreciation
             and amortization                  (567)
            Net book value                    1,410
  
            Gain on sale of rental property  $  223
  
  C.   The  Pro Forma Statements of Operations for the three months
       ended  June  30, 1996, and for the year ended  December  31,
       1995,  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:     August 28, 1996         LDP-III
  
                                    By:  /s/ Gregory L. Mohl
                                         Gregory L. Mohl
                                         Controller
                                         Landsing Equities Corporation
                                         Managing General Partner
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text: 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.
                                  
                  Date of Report : August 16, 1996
                                  
                               LDP-III
       (Exact name of registrant as specified in its charter)
                               0-13559                                
                        (Commission File Number
     California                                       94-2911983
  (State or other                                  (I.R.S. Employer
  jurisdiction of                                Identification Number)
   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 August 16, 1996, the registrant sold one of its real
            property  investments  known as 391  Forbes  Commercial
            Building,  located in South San Francisco,  California.
            The   property  consisted  of  a  30,400  square   feet
            commercial building.
            
            The  buyer,  Rod  Blake,  is not  affiliated  with  the
            registrant.  The sale price received by the  registrant
            was $1,730,000 which resulted in a gain of $223,000 and
            cash proceeds of $660,000.
            
  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
                     June 30, 1996
  
                 Pro Forma Statements of Operations:
                     Six months ended June 30, 1996
                     Year ended December 31, 1995
  
                 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
  June 30, 1996 and the Pro Forma Statements of Operations for  the
  six  months ended June 30, 1996, and for the year ended  December
  31,  1995,  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 three months ended
  June 30, 1996, and for the year ended December 31, 1995, 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  ProFormas 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, JUNE 30, 1996 (Unaudited)
                       (Dollars in thousands)
  Pro Forma   
                                              Adjustments  
                                              Add(Deduct)  Pro    
                               June 30, 1996   (Note A)    Forma
  ASSETS
  INVESTMENTS IN REAL ESTATE:
   Rental properties               $12,336      $(1,848)   $10,488
   Accumulated depreciation         (4,436)         461     (3,975)
   Rental properties - net           7,900       (1,387)     6,513
                                  
   CASH                                129            0        129
                                  
  OTHER ASSETS
   Short-Term Investment            $  198       $    0     $  198
   Accounts receivable                  30           (7)        23
   Prepaid expenses and deposits        10            0         10
   Deferred costs                      145          (23)       122
   Total other assets                  383          (30)       353
                                  
  TOTAL                             $8,412      $(1,417)    $6,995
                                  
  LIABILITIES AND PARTNERS' EQUITY
  LIABILITIES:
   Notes payable                    $7,864       $ (950)    $6,914
   Accounts payable                      5           (1)         4
   Other liabilities                    83          (20)        63
   Total liabilities                 7,952         (971)     6,981
                                  
  PARTNERS' EQUITY                     460         (446)        14
                                  
  TOTAL                             $8,412       $(1,417)   $6,995
                                  
  The accompanying notes are an integral part of the pro forma financial
  statements.
  LDP-III
                                  
                 PRO FORMA STATEMENTS OF OPERATIONS
        FOR THE THREE MONTHS ENDED JUNE 30, 1996 (Unaudited)
               (In thousands except per unit amounts)
  Pro Forma   
                                              Adjustments  
                                              Add (Deduct)  Pro      
                               June 30, 1996   (Note B)     Forma
  REVENUE
   Rental                         $  653        $ (95)      $  558
   Interest                            9            0            9
   Total Revenue                     662          (95)         567
                                  
  EXPENSE
   Interest                          351          (47)         304
   Operating                         236          (28)         208
   Depreciation and amortization     201          (24)         177
   General and administration         93            0           93
                                  
   Total expense                  $  881        $ (99)      $  782
                                  
  NET LOSS                        $ (219)      $    4       $ (215)
  
  NET LOSS PER
  PARTNERSHIP UNIT                $   (6)      $    0       $   (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, 1995 (Unaudited)
               (In thousands except per unit amounts)
  Pro Froma
                                               Adjustments
                               December 31,    Add (Deduct)
                                   1995          Pro Forma        Pro Forma
  REVENUE
   Rental                        $1,339           $ (197)          $ 1,142
   Interest                          28                0                28
   Total revenue                  1,367             (197)            1,170
  
  EXPENSE
   Interest                         717             (106)               611
   Operating                        394              (52)               342
   Depreciation and amortization    396              (52)               344
   General and administration       194                0                194
   Total expense                  1,701             (210)             1,491
  
  NET LOSS                       $ (334)         $    13           $   (321)
  
  NET LOSS PER
  PARTNERSHIP UNIT               $   (9)         $     1           $     (8)
  
  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  391  Forbes Commercial Building as if the sale occurred
       on  June  30,  1996.  A gain of $223 was recognized  by  the
       registrant  which has been adjusted for activity  subsequent
       to June 30, 1996, 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 June 30, 1996.  The registrant
       received cash proceeds of $660,000 from this sale.
  
  B.   The  Pro  Forma Statements of Operations for the six  months
       ended  June  30, 1996, and for the year ended  December  31,
       1995,  reflects  the loss from continuing operations  before
       reflecting any amounts attributable to the sale of  the  391
       Forbes  Commercial Building in August, 1996.   It  has  been
       assumed that administrative expenses would not change  as  a
       result of the sale.
  
       The  gain of $223 from the property sale which has not  been
       reflected  in  the  Pro Forma Statement of  Operations,  was
       determined as follows:
  Sale price                       $1,730
            Less:  selling costs                (97)
            Net selling price                 1,633
  
            Property basis (including
             unamortized deferred costs)      1,977
            Accumulated depreciation
             and amortization                  (567)
            Net book value                    1,410
  
            Gain on sale of rental property  $  223
  
  C.   The  Pro Forma Statements of Operations for the three months
       ended  June  30, 1996, and for the year ended  December  31,
       1995,  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:     August 28, 1996         LDP-III
  
                                    By:  /s/ Gregory L. Mohl
                                         Gregory L. Mohl
                                         Controller
                                         Landsing Equities Corporation
                                         Managing General Partner