UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 12b-25                    SEC FILE NUMBER
                                                                     [0-10322]
                          NOTIFICATION OF LATE FILING              CUSIP NUMBER 
(Check One): [X]Form 10-K [ ]Form 20-F [ ]Form 11-K [ ] Form N-SAR [           ]

                For Period Ended: December 31, 1995
                [ ] Transition Report on Form 10-K
                [ ] Transition Report on Form 20-F
                [ ] Transition Report on Form 11-K
                [ ] Transition Report on Form 10-Q
                [ ] Transition Report on Form N-SAR
                For the Transition Period Ended: _______________________________

[ Read Instruction (on back page) Before Preparing Form. Please Print or Type  ]
   Nothing in this form shall be construed to imply that the Commission has 
                  verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify 
the Item(s) to which the notification relates:

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PART I - REGISTRATION INFORMATION
                      CORPORATE PROPERTY ASSOCIATES 3
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Full Name of Registrant

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Former Name if Applicable 
                          50 ROCKEFELLER PLAZA
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Address of Principal Executive Office (Street and Number)
                          NEW YORK, NY 10020
________________________________________________________________________________
City, State and Zip Code
                             
PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense 
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

      (a)  The reasons described in reasonable detail in Part III of this form 
           could not be eliminated without unreasonable effort or expense;
      (b)  The subject annual report, semi-annual report, transition report on
           Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
           filed on or before the fifteenth calendar day following the
[X]        prescribed due date; or the subject quarterly report of transition
           report on Form 10-Q, or portion thereof will be filed on or before
           the fifth calendar day following the prescribed due date; and
      (c)  The accountant's statement or other exhibit required by Rule 
           12b-25(c) has been attached if applicable. 

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed with the 
prescribed time period.

REGISTRANT REQUIRES ADDITIONAL TIME TO ASSESS ACCOUNTING IMPACT OF A MAJOR LEASE
RESTRUCTURING AGREEMENT.

                                               (Attach Extra Sheets if Needed)

PART IV - OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this 
     notification.
          Michael D. Roberts             (212)               492-1100
     ----------------------------    --------------    -------------------------
               (Name)                 (Area Code)         (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of 
     the Securities Exchange Act of 1934 or Section 30 of the Investment Company
     Act of 1940 during the preceding 12 months or for such shorter period that
     the registrant was required to file such report(s) been filed? If answer is
     no, identify report(s).                                [X] Yes [ ] No
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(3)  Is it anticipated that any significant changes in results of operations
     from the corresponding period for the last fiscal year will be reflected by
     the earnings statements to be included in the subject report or portion
     thereof?
                                                            [ ] Yes  [X] No

     If so, attach an explanation of the anticipated change, both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.
================================================================================
                        CORPORATE PROPERTY ASSOCIATES 3
          -----------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.
                                        By:  W.P. Carey & Co., Inc., Corporate
                                               General Partner

Date       March 29, 1996               By   /s/ Michael D. Roberts
    ------------------------------        --------------------------------------
                                             First Vice President and Controller

INSTRUCTION:  The form may be signed by an executive officer of the registrant 
or by any other duly authorized representative.  The name and title of the 
person signing the form shall be typed or printed beneath the signature.  If the
statement is signed on behalf of the registrant by an authorized representative 
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                   ATTENTION
[ INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL ]
                       VIOLATIONS (SEE 18 U.S.C. 1001).

                             GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need 
    not restate information that has been correctly furnished.  The form shall 
    be clearly identified as an amended notification.

5.  Electronic Filers.  This form shall not be used by electronic filers unable 
to timely file a report soley due to electronic difficulties.  Filers unable to 
submit a report within the time period prescribed due to difficulties in 
electronic filing should comply with either Rule 201 or Rule 202 of Regulation 
S-T ((S)232.201 or (S)232.202 of this chapter) or apply for an adjustment in 
filing date pursuant to Rule 13(b) of Regulation S-T ((S)232.13(b) of this 
chapter).