SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 27, 2000

                          KRUPP REALTY FUND, LTD. - III
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               (Exact name of registrant as specified in charter)

State of Massachusetts             005-46975                     04-2763323
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(State or other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)

c/o The Berkshire Group, One Beacon Street, Boston, MA             02108
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code: (617) 574-8385

                                 Not Applicable
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          (Former name or former address, if changed since last report)


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Item 1.           Changes in Control of Registrant.

                  On April 27, 2000 (the "Effective Date"), Krupp Realty Fund,
                  Ltd. - III (the "Partnership") consummated a merger (the
                  "Merger") with KRF3 Acquisition Company, L.L.C. (the
                  "Purchaser") pursuant to an Agreement and Plan of Merger by
                  and between the Partnership and the Purchaser, dated as of
                  April 27, 2000 (the "Merger Agreement"). The Merger was
                  approved by the Partnership's unitholders at a meeting held on
                  April 27, 2000. The Merger became effective on April 27, 2000
                  after the filing of a Certificate of Merger with the Secretary
                  of State of the State of Delaware and a Certificate of Merger
                  with the Secretary of State of the State of Massachusetts. As
                  a result of the Merger, the Partnership was merged with and
                  into the Purchaser, with the Purchaser as the surviving entity
                  (the "Surviving Entity"), and each Limited Partnership Unit,
                  other than those held by the General Partners (as defined in
                  the Merger Agreement), the Original Partners (as defined in
                  the Merger Agreement) and the Affiliate Limited Partners (as
                  defined in the Merger Agreement), in the Partnership were
                  converted into the right to receive $600.00 in cash.

                  Following the Merger, KRF Company, L.L.C. and various
                  investment funds affiliated with Equity Resources, Inc. own
                  100% of the equity of the Surviving Entity, have complete
                  control over the management and conduct of the Surviving
                  Entity's business, and have complete control over all income
                  generated by the assets of the Surviving Entity and any future
                  increase in value of the assets of the Surviving Entity.

                  The transaction was financed by (1) $379,000 of proceeds in
                  the form of a capital contribution from KRF Company, L.L.C. to
                  the Purchaser and (2) $27,093,000 of proceeds in the form of
                  loans entered into between subsidiaries of the Purchaser and
                  Reilly Mortgage Capital Corporation.

                  As a result of the Merger, the Partnership will promptly file
                  to deregister its Limited Partnership Units under the
                  Securities Exchange Act of 1934.


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                                   Signatures

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, KRF3 Acquisition Company, L.L.C. (the successor by merger to Krupp
Realty Fund, Ltd. - III) has duly caused this report to be signed on behalf of
Krupp Realty Fund, Ltd. - III by the undersigned thereunto duly authorized.

Date: May 5, 2000

                             KRF3 ACQUISITION COMPANY, L.L.C.

                             By: KRF Company, L.L.C., it sole member

                                 By: The Krupp Family Limited Partnership - 94,
                                     its sole member

                                     By: /s/ Douglas Krupp
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                                         Name:  Douglas Krupp
                                         Title: General Partner