EXHIBIT 99(a)(2)

                         EQUITY RESOURCE LEXINGTON FUND
                                 14 Story Street
                               Cambridge, MA 02138

                                  May 11, 2001

                           OFFER TO PURCHASE UNITS IN
                  CAPITAL REALTY INVESTORS III LTD PARTNERSHIP
                                FOR $100 PER UNIT

Dear Limited Partner:

Enclosed with this letter is an offer to purchase limited partnership units in
Capital Realty Investors III Ltd Partnership (the "Partnership") for $100 per
unit [See "THE OFFER--Introduction"]. This offer expires on June 8, 2001. If you
are interested in selling your units, please read the enclosed offer carefully.

BENEFITS OF A SALE

o    Equity Resource Lexington Fund (the "Lexington Fund" or "Purchaser") is
     currently offering to purchase your interest in the Partnership for $100
     per unit. To our knowledge, THE LEXINGTON FUND'S OFFER PRICE IS ALMOST 100%
     HIGHER THAN ANY PREVIOUS OFFER FOR UNITS IN THE PARTNERSHIP.

o    For the year-ended December 31, 2000, the Partnership generated taxable
     income of $545.38 per unit, resulting in substantial tax liability for
     limited partners. While the Purchaser has no information regarding the
     Partnership's future income and distribution levels, it is possible that
     future years will be similar to the year-ended December 31, 2000. Limited
     partners who sell their units will terminate their investment in the
     Partnership and eliminate future tax liability associated with the
     ownership of their units. Please see "THE OFFER--Section 6--Certain Tax
     Consequences" for further information regarding the tax consequences of a
     sale of your units.

o    The Partnership was formed to invest in other limited partnerships and
     currently owns limited partnership interests in twenty-three (23)
     partnerships (the "Local Partnerships"). As of December 31, 2000, Purchase
     Money Notes encumbered the properties owned by eleven (11) of the Local
     Partnerships. The holders of these notes may foreclose if the Local
     Partnerships cannot meet their debt obligations. Although we have no means
     to believe that



     such a foreclosure may occur in the future, such a foreclosure would result
     in the Partnership losing its investment in the foreclosed property and it
     may create tax liability for limited partners based on indebtness income
     created by the foreclosure.

o    The Lexington Fund's offer provides liquidity to limited partners and will
     give them an opportunity to liquidate this investment. The Partnership has
     been in existence for over 15 years and the Purchaser anticipates that it
     will continue to operate for the foreseeable future. By selling your
     limited partnership units, you give yourself the opportunity to place the
     proceeds from a sale into other, potentially better performing,
     investments. You may also simplify your tax returns by eliminating future
     K-1 reporting for these Partnerships.

o    Limited partnership units are illiquid investments. When you consider the
     illiquid secondary market (which is essentially nothing more than a
     "matching service" that attempts to bring buyers and sellers together), the
     cost of selling commissions, your annual cost of tax reporting, and the
     cost of a trustee if Units are held in an IRA or pension plan, the sale of
     your Units for cash may be a good choice for you.

THE PURCHASER

The Lexington Fund is in the business of acquiring fractional investment
interests for long-term retention and seeks to purchase Units in the Partnership
in advancement of that strategy. The Units acquired as a result of this offer
will be held as long-term investments and not with a view to a resale. The
Lexington Fund does not acquire General Partner positions and is not engaged in
property management.

Please read the enclosed offer carefully. It contains important information
concerning this offer, the Partnership and the Purchaser. If you wish to sell
your units, complete the enclosed Agreement of Sale according to the directions
on the back of the agreement, sign where indicated and return it in the
pre-addressed return envelope.

If you have any questions regarding this offer, please call Equity Resources
Group, Inc., the information agent for this offer, at (617) 876-4800, or e-mail
them at info@equityresources.com.

Sincerely,


Equity Resource Lexington Fund LP