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: October 30, 1995
  
                         ANGELES INCOME PROPERTIES, LTD. III
               (Exact name of registrant as specified in its charter)
  
  
             CALIFORNIA                   0-13192              95-3903984
     (State or other jurisdiction of   (Commission          (I.R.S. Employer
     incorporation or organization)   File Number)           Identification
                                                                 Number)
  
  
                            One Insignia Financial Plaza
                                Post Office Box 1089
                          Greenville, South Carolina  29602
                       (Address of Principal Executive Office)
  
  
          Registrant's telephone number, including area code (864) 239-1000
  
  
  
  
  
  
  
  
  
  
  Item 2.   Acquisition or Disposition of Assets
  
            Angeles Income Properties Ltd. III (the "Partnership") owns a 57%
  interest in Burlington Outlet Mall Joint Venture ("Burlington").  On October 30,
  1995, Burlington lost its only investment property, Burlington Outlet Mall,
  located in Burlington, NC, through a foreclosure by an unaffiliated mortgage
  holder.  The property was not generating sufficient cash flow to meet debt
  service requirements.  The nonpayments of principal and interest constituted a
  default under the terms of the mortgage agreement and allowed the holder of the
  mortgage agreement to foreclose on the property.  The Managing General Partner
  deemed it to be in the Partnership's best interest not to contest the
  foreclosure action.
  
  
  
  
  
  Item 7. Financial Statements and Exhibits
  
  (b)     Pro forma financial information
  
          Burlington Outlet Mall was foreclosed upon on October 30, 1995, by an
  unaffiliated mortgage holder.  The following unaudited condensed balance sheet
  of the Partnership assumes the property had been foreclosed on at September 30,
  1995.
  <TABLE>
  <CAPTION>
                                                Pro Forma Balance Sheet
                                                      (Unaudited)     
                                                                                  
                                    September 30,                     September 30,
                                         1995        Pro Forma             1995
                                     As Reported    Adjustments         Pro Forma 
  
  <S>                               <C>           <C>           <C>   <C>                     
   Cash                              $ 2,017,381                       $ 2,017,381
   Other assets                        1,177,298                         1,177,298
   Land                                1,527,024                         1,527,024
   Buildings and related                                                          
     personal property                 4,649,840                         4,649,840
   Total assets                      $ 9,371,543                       $ 9,371,543
                                                                                  
   Accounts payable and accrued                                                   
     liabilities                     $   236,716                       $   236,716
   Notes payable                       3,460,054                         3,460,054
   Equity interest in net                                                         
     liabilities of joint ventures     8,201,271   $(1,443,524)  (1)     6,757,747
         Total liabilities            11,898,041    (1,443,524)         10,454,517
                                                                                  
   Partners' deficit                  (2,526,498)    1,443,524   (1)    (1,082,974)
  
   Total liabilities and                                                          
         partners' deficit           $ 9,371,543   $        --         $ 9,371,543
  
  
  <FN>
  (1)  Represents pro forma adjustments to reflect the removal of equity interest
       in net liabilities of Burlington related to the foreclosure of the asset.
  </TABLE>
  
  
       The following pro forma statements of loss assume Burlington Outlet Mall
  had been foreclosed on as of September 30, 1995, and December 31, 1994,
  respectively.  The following pro forma statements of loss do not reflect the
  gain for financial statement purposes incurred as a result of the foreclosure.
  
  <TABLE>
  <CAPTION>
                                               Pro Forma Statements of Loss
                                                       (Unaudited)
                                                For the nine months ended
                                                    September 30, 1995     
                                                                                    
                                      As Reported   Adjustments           Pro Forma
    
  <S>                                <C>            <C>           <C>  <C>                        
   Total Revenue                      $ 1,256,368                       $ 1,256,368
                                                                                   
   Operating expenses                     206,993                           206,993
   General and administrative             223,959                           223,959
   Property management fees                51,083                            51,083
   Maintenance                            135,532                           135,532
   Depreciation and amortization          505,200                           505,200
   Interest                               306,018                           306,018
   Property taxes                         124,870                           124,870
   Tenant reimbursements                 (140,653)                         (140,653)
        Total expenses                  1,413,002                         1,413,002
                                                                                   
   Loss before equity in loss of                                                   
     joint ventures                      (156,634)                         (156,634)
   Equity in loss of joint                                                         
     ventures                            (971,055)   $  276,733    (2)     (694,322)
           Net loss                   $(1,127,689)   $  276,733          $ (850,956)
   Per limited partnership unit:                                                   
           Net loss                   $    (12.86)                       $    (9.70)
   Weighted average number of                                                      
     units                                 86,818                            86,818
  
  <FN>                    
  (2)  Represents pro forma adjustment to remove equity in the loss of Burlington
       as a result of the foreclosure.
  </TABLE>
  
  <TABLE>
  <CAPTION>
                                               Pro Forma Statements of Loss
                                                       (Unaudited)
                                               For the twelve months ended
                                                    December 31, 1994     
                                                                                   
                                      As Reported   Adjustments           Pro Forma
  
  <S>                                <C>            <C>           <C>  <C>                        
   Total Revenue                      $ 1,601,393                       $ 1,601,393
                                                                                
   Operating expenses                     250,731                           250,731
   General and administrative             630,673                           630,673
   Property management fees                67,520                            67,520
   Maintenance                            160,377                           160,377
   Depreciation and amortization          662,848                           662,848
   Interest                               437,610                           437,610
   Property taxes                         150,775                           150,775
   Bad debt expense                        53,428                            53,428
   Tenant reimbursements                 (208,597)                         (208,597)
        Total expenses                  2,205,365                         2,205,365
  
                                                                                   
   Loss before equity in loss of                                                   
     joint ventures and gain on sale     (603,972)                         (603,972)
   Equity in loss of joint                                                         
     venture                           (1,337,836)   $  580,451    (3)     (757,385)
   Gain on sale of property               503,972                           503,972
                                                                                  
          Net loss                    $(1,437,836)   $  580,451         $  (857,385)
   Per limited partnership unit:                                                   
          Net loss                    $    (16.40)                      $     (9.78)
   Weighted average number of                                                      
     units                                 86,818                            86,818
  
  
  <FN>
  (3)  Represents pro forma adjustments to remove equity in the loss of Burlington
       as a result of the foreclosure.  Certain reclassifications have been made
       to the 1994 balances to conform to the 1995 presentation.
  </TABLE>
  
                                    EXHIBIT INDEX
  
  
  
  Exhibit
  
   10.14      Trustee's Deed - Made by and between William F. Potts, Jr.,
              substitute Trustee and Kennilworth, Inc. in the matter of the
              foreclosure of the deed of trust executed by Burlington Outlet
              Partners.
  
  
  
  
                                     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.
  
  
        
                                ANGELES INCOME PROPERTIES, LTD. III
                                          
                                By:   Angeles Realty Corporation II              
                                      Managing General Partner
  
  
  
                                By:   /s/ Carroll D. Vinson                 
                                      Carroll D. Vinson
                                      President
  
  
  
                                By:   /s/ Robert D. Long, Jr.                
                                      Robert D. Long, Jr.
                                      Controller, Principal Accounting Officer
  
  
                                Date: January 22, 1996
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 11141}]
metadata_filer: {"company-data": {"conformed-name": "ANGELES INCOME PROPERTIES LTD III", "cik": "0000720460", "assigned-sic": "6500", "irs-number": "953903984", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-13192", "film-number": "96505930"}, "business-address": {"street1": "ONE INSIGNIA FINANCIAL PLZ", "street2": "PO BOX 1089", "city": "GREENVILLE", "state": "SC", "zip": "29602", "phone": "8032391000"}, "mail-address": {"street1": "ONE INSIGNIA FINANCIAL PLAZA", "street2": "P.O. BOX 1089", "city": "GREENVILLE", "state": "SC", "zip": "29602"}}
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: October 30, 1995
  
                         ANGELES INCOME PROPERTIES, LTD. III
               (Exact name of registrant as specified in its charter)
  
             CALIFORNIA                   0-13192              95-3903984
     (State or other jurisdiction of   (Commission          (I.R.S. Employer
     incorporation or organization)   File Number)           Identification
                                                                 Number)
  
                            One Insignia Financial Plaza
                                Post Office Box 1089
                          Greenville, South Carolina  29602
                       (Address of Principal Executive Office)
  
          Registrant's telephone number, including area code (864) 239-1000
  
  Item 2.   Acquisition or Disposition of Assets
  
            Angeles Income Properties Ltd. III (the "Partnership") owns a 57%
  interest in Burlington Outlet Mall Joint Venture ("Burlington").  On October 30,
  1995, Burlington lost its only investment property, Burlington Outlet Mall,
  located in Burlington, NC, through a foreclosure by an unaffiliated mortgage
  holder.  The property was not generating sufficient cash flow to meet debt
  service requirements.  The nonpayments of principal and interest constituted a
  default under the terms of the mortgage agreement and allowed the holder of the
  mortgage agreement to foreclose on the property.  The Managing General Partner
  deemed it to be in the Partnership's best interest not to contest the
  foreclosure action.
  
  Item 7. Financial Statements and Exhibits
  
  (b)     Pro forma financial information
  
          Burlington Outlet Mall was foreclosed upon on October 30, 1995, by an
  unaffiliated mortgage holder.  The following unaudited condensed balance sheet
  of the Partnership assumes the property had been foreclosed on at September 30,
  1995.
  Pro Forma Balance Sheet
                                                      (Unaudited)     
                                                                                  
                                    September 30,                     September 30,
                                         1995        Pro Forma             1995
                                     As Reported    Adjustments         Pro Forma
  Cash                              $ 2,017,381                       $ 2,017,381
   Other assets                        1,177,298                         1,177,298
   Land                                1,527,024                         1,527,024
   Buildings and related                                                          
     personal property                 4,649,840                         4,649,840
   Total assets                      $ 9,371,543                       $ 9,371,543
                                                                                  
   Accounts payable and accrued                                                   
     liabilities                     $   236,716                       $   236,716
   Notes payable                       3,460,054                         3,460,054
   Equity interest in net                                                         
     liabilities of joint ventures     8,201,271   $(1,443,524)  (1)     6,757,747
         Total liabilities            11,898,041    (1,443,524)         10,454,517
                                                                                  
   Partners' deficit                  (2,526,498)    1,443,524   (1)    (1,082,974)
  
   Total liabilities and                                                          
         partners' deficit           $ 9,371,543   $        --         $ 9,371,543
  (1)  Represents pro forma adjustments to reflect the removal of equity interest
       in net liabilities of Burlington related to the foreclosure of the asset.
  The following pro forma statements of loss assume Burlington Outlet Mall
  had been foreclosed on as of September 30, 1995, and December 31, 1994,
  respectively.  The following pro forma statements of loss do not reflect the
  gain for financial statement purposes incurred as a result of the foreclosure.
  Pro Forma Statements of Loss
                                                       (Unaudited)
                                                For the nine months ended
                                                    September 30, 1995     
                                                                                    
                                      As Reported   Adjustments           Pro Forma
  Total Revenue                      $ 1,256,368                       $ 1,256,368
                                                                                   
   Operating expenses                     206,993                           206,993
   General and administrative             223,959                           223,959
   Property management fees                51,083                            51,083
   Maintenance                            135,532                           135,532
   Depreciation and amortization          505,200                           505,200
   Interest                               306,018                           306,018
   Property taxes                         124,870                           124,870
   Tenant reimbursements                 (140,653)                         (140,653)
        Total expenses                  1,413,002                         1,413,002
                                                                                   
   Loss before equity in loss of                                                   
     joint ventures                      (156,634)                         (156,634)
   Equity in loss of joint                                                         
     ventures                            (971,055)   $  276,733    (2)     (694,322)
           Net loss                   $(1,127,689)   $  276,733          $ (850,956)
   Per limited partnership unit:                                                   
           Net loss                   $    (12.86)                       $    (9.70)
   Weighted average number of                                                      
     units                                 86,818                            86,818
  (2)  Represents pro forma adjustment to remove equity in the loss of Burlington
       as a result of the foreclosure.
  Pro Forma Statements of Loss
                                                       (Unaudited)
                                               For the twelve months ended
                                                    December 31, 1994     
                                                                                   
                                      As Reported   Adjustments           Pro Forma
  Total Revenue                      $ 1,601,393                       $ 1,601,393
                                                                                
   Operating expenses                     250,731                           250,731
   General and administrative             630,673                           630,673
   Property management fees                67,520                            67,520
   Maintenance                            160,377                           160,377
   Depreciation and amortization          662,848                           662,848
   Interest                               437,610                           437,610
   Property taxes                         150,775                           150,775
   Bad debt expense                        53,428                            53,428
   Tenant reimbursements                 (208,597)                         (208,597)
        Total expenses                  2,205,365                         2,205,365
  
                                                                                   
   Loss before equity in loss of                                                   
     joint ventures and gain on sale     (603,972)                         (603,972)
   Equity in loss of joint                                                         
     venture                           (1,337,836)   $  580,451    (3)     (757,385)
   Gain on sale of property               503,972                           503,972
                                                                                  
          Net loss                    $(1,437,836)   $  580,451         $  (857,385)
   Per limited partnership unit:                                                   
          Net loss                    $    (16.40)                      $     (9.78)
   Weighted average number of                                                      
     units                                 86,818                            86,818
  (3)  Represents pro forma adjustments to remove equity in the loss of Burlington
       as a result of the foreclosure.  Certain reclassifications have been made
       to the 1994 balances to conform to the 1995 presentation.
  EXHIBIT INDEX
  
  Exhibit
  
   10.14      Trustee's Deed - Made by and between William F. Potts, Jr.,
              substitute Trustee and Kennilworth, Inc. in the matter of the
              foreclosure of the deed of trust executed by Burlington Outlet
              Partners.
  
                                     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.
  
        
                                ANGELES INCOME PROPERTIES, LTD. III
                                          
                                By:   Angeles Realty Corporation II              
                                      Managing General Partner
  
                                By:   /s/ Carroll D. Vinson                 
                                      Carroll D. Vinson
                                      President
  
                                By:   /s/ Robert D. Long, Jr.                
                                      Robert D. Long, Jr.
                                      Controller, Principal Accounting Officer
  
                                Date: January 22, 1996