10-Q

                              FORM 10-Q

                  SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549


             Quarterly Report Under Section 13 or 15(d) of the
                    Securities Exchange Act of 1934


                    For Quarter Ended June 30, 1997
                    Commission File Number:  0-13559

                              LDP-III
 (Exact name of registrant as specified in its governing instruments)


         California                         94-2911983
(State or other jurisdiction of          (I.R.S. Employer
incorporation or organization)         Identification Number)


               P. O. Box 130, Carbondale, Colorado 81623
                (Address of principal executive offices)

                          (970) 963-8007
        (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days: 

                  Yes  [X]         No     [   ]



PART I.	FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS

LDP-III

CONSOLIDATED BALANCE SHEET, JUNE 30, 1997 AND DECEMBER 31, 1996
(Unaudited)(Dollars in thousands)


                                               June 30,       December 31,
                                                 1997             1996
                                                         
INVESTMENTS IN REAL ESTATE:
Rental properties                             $ 10,531           10,510
Accumulated depreciation                        (4,221)          (4,086)
Rental properties - net                          6,310            6,424

CASH AND CASH EQUIVALENTS
(including interest bearing deposits
  of $4 in 1997 and $85 in 1996)                     4               85

OTHER ASSETS:
Short-term investment                              199              298
Accounts receivable                                 10               17
Prepaid expenses and deposits                        7                4
Deferred organization costs, loan costs 
  and leasing commissions (net of 
  accumulated amortization of $488
  in 1997 and $474 in 1996)                        177              126
Total other assets                                 393              445

TOTAL                                         $  6,707         $  6,954

LIABILITIES AND PARTNERS' EQUITY LIABILITIES:

Notes payable                                 $  6,867         $  6,891
Accounts payable                                    20                0
Other liabilities                                   65              133
Total liabilities                                6,952            7,024

PARTNERS' EQUITY                                  (245)             (70)

TOTAL                                         $  6,707         $  6,954

See Financial Notes.




LDP-III

STATEMENTS OF OPERATIONS
(Unaudited) (In thousands except per share amounts)

                                 Three Months Ended       Six Months Ended
                                      June 30                  June 30
                                 1997          1996       1997        1996
                                                         
REVENUE:
Rental                          $ 288         $ 307      $ 557       $ 653
Interest                            3             4          9           9
Total revenue                     291           311        566         662

EXPENSE:
Interest                          151           181        302         351
Operating                          82           117        175         236
Depreciation and amortization      79            87        157         201
General and administrative         62            53        107          93
Total expense                     374           438        741         881

NET INCOME(LOSS)                $ (83)        $(127)     $(175)      $(219)

NET LOSS PER PARTNERSHIP UNIT
     Limited Partners              (2)           (3)        (5)         (6)
     General Partners               0             0          0           0
                                   (2)           (3)        (5)         (6)

See Financial Notes.





LDP-III

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND THE YEAR ENDED DECEMBER 31, 1996 
(Unaudited) (Dollars in thousands)


                              LIMITED PARTNERS
                              NUMBER OF                GENERAL    TOTAL
                              PARTNERSHIP              PARTNER    PARTNERS'
                              UNITS          AMOUNT    AMOUNT     EQUITY 
                                                      

BALANCE, JANUARY 1, 1996      37,136         $ 679      $  0      $  679
Net loss - 1996                               (193)        0        (193)
Distribution 1996                             (556)        0        (556)

BALANCE, DECEMBER 31, 1996    37,136           (70)        0         (70)
Net loss - 1997                               (175)        0        (175)

BALANCE, JUNE 30, 1997        37,136         $(245)     $  0      $ (245)

See Financial Notes.





LDP-III

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
(Unaudited) (In thousands)

                                                1997             1996
                                                         
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                             $ (175)          $ (219)
Adjustments to reconcile net income (loss)
  to net cash used in operating activities:
Depreciation                                     135              171

Change in operating assets and liabilities:
Decrease (increase) in accounts receivable         7               (6)
Increase in prepaid expenses and deposits         (2)              (2)
Increase in accounts payable                      20                0
(Decrease) increase in other liabilities         (69)               3
Net cash used in operating activities            (84)             (53)

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in short term investments                99                0
Capital expenditures                             (22)             (30)
(Increase) decrease in deferred expenses         (51)               7
Net cash used in investing activities             26              (23)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on notes payable                        (23)              (8)
Net cash used in financing activities            (23)              (8)
Decrease in cash and cash equivalents            (81)             (84)
Cash and cash equivalents at beginning 
  of period                                       85              410
Cash and cash equivalents at end of period    $    4           $  326

See Financial Notes.




LDP-III

FINANCIAL NOTES


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited consolidated financial statements should be read in 
conjunction with the Partnership's 1996 Annual Report.  These consolidated 
statements have been prepared in accordance with the instructions to the 
Securities and Exchange Commission Form 10-Q and do not include all of the 
information and footnotes required by generally accepted accounting principles 
for complete financial statements.

In the opinion of the general partner, all adjustments (consisting of normal 
recurring accruals) considered necessary for a fair presentation have been 
included.  The consolidated results of operations for the six months ended 
June 30, 1997 and 1996, are not necessarily indicative of the results that may 
be expected for the year ending December 31, 1997.

For purposes of the consolidated statement of cash flows, the Partnership 
considers all highly liquid investments with a maturity of three months or 
less from the date of purchase to be cash equivalents.  The Partnership paid 
interest of $302 and $351 for the six months ended June 30, 1997, and 1996, 
respectively.



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

INTRODUCTION

LDP-III is a California limited partnership formed in August 1983.  The 
Partnership's business consists of a single segment -- equity investments in 
leveraged income-producing real estate.  

The Partnership's current portfolio consists of fee title ownership of two 
properties located in two geographic areas.  The Partnership's property 
investments are:  Jefferson Place Office Building, Boise, Idaho; and 1201 
Cadillac Court Building, Milpitas, California.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 1997, the Partnership's consolidated cash balance totaled 
$4,000.  Cash not required for current operations is placed in federally 
insured financial instruments and money market funds which can be liquidated 
as needed.

The Partnership has invested $199,000 in short-term federally insured 
certificates of deposit which mature on a date in excess of 90 days or 3 
months from the date of purchase.  Due to this characteristic, these deposits 
are classified as "short-term investments" rather than as "cash and cash 
equivalents."

During the first six months of 1996, the Partnership experienced a net 
decrease in cash of $81,000.  Short-term investments decreased $99,000.  Uses 
of cash included $22,000 for property capital expenditures and leasing 
commissions, $23,000 for principal payments on notes payable, and $84,000 for 
operations.  As of June 30, 1997, cash plus short-term investments totaled 
$203,000 versus a balance of $383,000 at December 31, 1996.

Management believes the cash flow from operations of the remaining two 
properties, Jefferson Place and 1201 Cadillac, will be sufficient to cover the 
operating costs of the Partnership.  The Partnership has successfully 
negotiated a new lease with the sole tenant at 1201 Cadillac, which will 
significantly increase revenues for 1997.

Short-term investments (cash reserve) of $199,000 should remain in tact for 
the balance of 1997.

The Partnership does not plan any cash distributions to its limited partners 
in 1997.  All sale and loan proceeds realized by the Partnership will be used 
primarily to make cash distributions.



RESULTS OF OPERATIONS

The following represents the operations of those properties held continuously 
during the first six months of 1997 and 1996:


                                             1997       1996       % Change
                                                             
Rental Revenue                              $ 566      $ 551            3%
Operating Expense                             175        209          (17%)
Net Operating Income                          391        342           15%

Interest Expense                            $ 302      $ 304           N/A



There was a 3% increase in revenues for the six months ended June 30, 1997 
relative to the same period in 1996.

Property operating expenses decreased 17% for the six months ended June 30, 
1997 relative to the same period in 1996.  This was primarily due to greater 
efficiency of operations at the commercial properties.

The Partnership's general and administrative expense increased 14% in 1997 
relative to the same period in 1996.  This increase is primarily the result of 
accounting and auditing fees as well as transfer agent fees.

Occupancy remained steady during the second quarter of 1997.  1201 Cadillac is 
fully occupied.  The Jefferson Place office building is currently 94% 
occupied.  

INFLATION

The Partnership's rental revenues in certain over built real estate markets, 
including Boise and San Francisco Bay Area, have not followed the overall 
inflationary trends of the economy.  In the future, the General Partner 
believes market rate rents in those areas will more closely follow or exceed 
inflation.  Operating costs for properties in most of the Partnership's 
markets have continued to follow inflationary trends.  It is not expected that 
the Partnership will be materially impacted by inflationary forces in the near 
term.



PART II.	OTHER INFORMATION

All items in Part II have been omitted since they are inapplicable or the 
answer is negative.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the 
registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.

                                       LDP-III

Date:       August 14, 1997            /s/ Gary K. Barr       
                                       Gary K. Barr, President
                                       Landsing Equities Corporation
                                       Managing Partner of the General Partner
                                       Landsing Partners-III

EX-27

 

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