SC TO-T/A

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   SCHEDULE TO/A

                                 (AMENDMENT NO. 7)

  TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         National Property Investors III
--------------------------------------------------------------------------------
                       (Name of Subject Company (Issuer))

                             AIMCO Properties, L.P.
                   Apartment Investment and Management Company
                                 AIMCO-GP, Inc.
                          NPI Equity Investments, Inc.
--------------------------------------------------------------------------------
                      (Names of Filing Persons (Offerors))

                            Limited Partnership Units
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                      None
--------------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)

                                 Martha L. Long
                   Apartment Investment and Management Company
                                55 Beattie Place
                                   PO Box 1089
                        Greenville, South Carolina 29602
                                 (864) 239-1000
--------------------------------------------------------------------------------
                      (Name, address, and telephone numbers
                   of person authorized to receive notices and
                   communications on behalf of filing persons)

                                    Copy to:

                                 Joseph A. Coco
                    Skadden, Arps, Slate, Meagher & Flom LLP
                   Four Times Square New York, New York 10036
                                 (212) 735-3000

                                       and

                              Jonathan L. Friedman
                    Skadden, Arps, Slate, Meagher & Flom LLP
                             300 South Grand Avenue
                          Los Angeles, California 90071
                                 (213) 687-5000

                            Calculation of Filing Fee

                TRANSACTION VALUATION*          AMOUNT OF FILING FEE
                ----------------------          --------------------
                    $ 2,092,580.55                    $246.30





*    For purposes of calculating the fee only. This amount assumes the purchase
     of 11,733 units of limited partnership interest of the subject partnership
     for $178.35 per unit. The amount of the filing fee, calculated in
     accordance with Section 14(g)(1)(B)(3) and Rule 0-11(d) under the
     Securities Exchange Act of 1934, as amended, equals $117.70 per million of
     the aggregate amount of cash offered by the bidder.

[X]  Check the box if any part of the fee is offset as provided by Rule
     0-11(a)(2) and identify the filing with which the offsetting fee was
     previously paid. Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $246.30             Filing Party: AIMCO Properties, L.P.

Form or Registration No.: Schedule TO/13E-3 Date Filed: February 16, 2005

[ ]  Check the box if the filing relates solely to preliminary communications
     made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[X]  third-party tender offer subject to Rule 14d-1

[ ]  issuer tender offer subject to Rule 13e-4

[X]  going-private transaction subject to Rule 13e-3

[ ]  amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]



                                       2


                         AMENDMENT NO. 7 TO SCHEDULE TO

      This Amendment No. 7 amends and supplements the Tender Offer Statement and
Rule 13e-3 Transaction Statement on Schedule TO initially filed on February 16,
2005, as amended by Amendment No. 1 thereto filed on March 15, 2005, Amendment
No. 2 filed on March 28, 2005, Amendment No. 3 filed on April 27, 2005,
Amendment No. 4 filed on May 31, 2005, Amendment No. 5 filed on June 7, 2005,
and Amendment No. 6 filed on June 28, 2005 (as amended, the "Schedule TO"). This
Amendment No. 7 relates to the offer by AIMCO Properties, L.P., a Delaware
limited partnership, to purchase units of limited partnership interest ("Units")
of National Property Investors III, a California limited partnership (the
"Partnership"), at a price of $178.35 per unit in cash, subject to the
conditions set forth in the Amended and Restated Offer to Purchase dated June 6,
2005 (as amended or supplemented from time to time, the "Offer to Purchase") and
in the related Amended and Restated Letter of Transmittal (as amended or
supplemented from time to time, the "Letter of Transmittal" and, together with
the Offer to Purchase, the "Offer"). The item numbers and responses thereto
below are in accordance with the requirements of Schedule TO. Unless defined
herein, capitalized terms used and not otherwise defined herein have the
respective meanings ascribed to such terms in the Offer to Purchase.

         On July 8, 2005, AIMCO Properties, L.P. mailed a supplement (the
"Supplement") to the holders of Units of the Partnership to supplement and amend
the Offer and issued a press release announcing the extension of the
expiration date of the Offer from midnight, New York City time, on July 12,
2005, to midnight, New York City time, on July 15, 2005. Copies of the
Supplement and press release have been filed as Exhibits (a)(21) and (a)(22),
respectively, to this Amendment No. 7.

ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

         (c)(2) The information set forth in the Supplement under "Valuation of
Units - Pinetree Apartments" and "Lakeside Apartments" is incorporated herein by
reference.

ITEM 11. ADDITIONAL INFORMATION.

         (b) The information set forth in the Supplement is incorporated herein
by reference.

ITEM 12. EXHIBITS.

         Item 12 of the Schedule TO is amended and supplemented as follows:

         (a)(21)  Supplement to Amended and Restated Offer to Purchase, dated
                  July 8, 2005.

         (a)(22)  Press Release, dated July 8, 2005.

ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.

         ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

                  (c) The information set forth in the Supplement under
         "Valuation of Units - Pinetree Apartments" is incorporated herein
         by reference.

         ITEM 8. FAIRNESS OF THE TRANSACTION.

                  (a)-(b) The information set forth in the Supplement under
         "Valuation of Units" and "Position of the General Partner of Your
         Partnership With Respect to the Offer" is incorporated herein by
         reference.

         ITEM 12. THE SOLICITATION OR RECOMMENDATION.

                  (e) The information set forth in the Supplement under
         "Position of the General Partner of Your Partnership With Respect to
         the Offer" is incorporated herein by reference.

         ITEM 15. ADDITIONAL INFORMATION.

                  (b) The information set forth in the Supplement is
         incorporated herein by reference.


                                       3



                                    SIGNATURE

     After due inquiry and to the best of its knowledge and belief, the
undersigned hereby certify that the information set forth in this statement is
true, complete and correct.

Date: July 8, 2005

                                             AIMCO PROPERTIES, L.P.

                                             By: AIMCO-GP, INC.
                                                 Its General Partner

                                             By: /s/ Martha L. Long
                                                 ------------------------------
                                                 Martha L. Long
                                                 Senior Vice President


                                             APARTMENT INVESTMENT AND
                                             MANAGEMENT COMPANY

                                             By: /s/ Martha L. Long
                                                 ------------------------------
                                                 Martha L. Long
                                                 Senior Vice President


                                             AIMCO-GP, INC.

                                             By: /s/ Martha L. Long
                                                 ------------------------------
                                                 Martha L. Long
                                                 Senior Vice President


                                             NPI EQUITY INVESTMENTS, INC.

                                             By: /s/ Martha L. Long
                                                 ------------------------------
                                                 Martha L. Long
                                                 Senior Vice President

                                       4




                                  EXHIBIT INDEX



      EXHIBIT NO.       DESCRIPTION
      -----------       -----------
                     
      (a)(21)           Supplement to Amended and Restated Offer to Purchase,
                        dated July 8, 2005.

      (a)(22)           Press Release, dated July 8, 2005.

EX-99.(A)(21)

                                 SUPPLEMENT TO

                     AMENDED AND RESTATED OFFER TO PURCHASE

                                  (AIMCO LOGO)

                             AIMCO PROPERTIES, L.P.
        is offering to purchase any and all limited partnership units in

                        NATIONAL PROPERTY INVESTORS III
                          FOR $178.35 PER UNIT IN CASH

     On February 16, 2005, we commenced an offer to purchase the limited
partnership units of National Property Investors III upon the terms and subject
to the conditions set forth in the Offer to Purchase and the related Letter of
Transmittal dated as of that date, which have been subsequently amended and
restated by the Amended and Restated Offer to Purchase and the Amended and
Restated Letter of Transmittal, each dated as of June 6, 2005 (which, together
with any supplements or amendments, including this Supplement and the Amended
and Restated Offer to Purchase and the related Amended and Restated Letter of
Transmittal, collectively constitute the "Offer").

     THE PURPOSE OF THIS SUPPLEMENT IS TO SUPPLEMENT AND AMEND THE INFORMATION
CONTAINED IN THE AMENDED AND RESTATED OFFER TO PURCHASE PREVIOUSLY MAILED TO
YOU. WE URGE YOU TO READ THE INFORMATION IN THIS SUPPLEMENT AND THE OFFER
CAREFULLY FOR A DESCRIPTION OF OUR OFFER. SEE "RISK FACTORS" BEGINNING ON PAGE 4
OF THE AMENDED AND RESTATED OFFER TO PURCHASE PREVIOUSLY MAILED TO YOU FOR A
DESCRIPTION OF RISK FACTORS THAT YOU SHOULD CONSIDER IN CONNECTION WITH OUR
OFFER.

     Upon the terms and subject to the conditions set forth in the Offer, we
will accept any and all units validly tendered in response to our offer. You
will not pay any partnership transfer fees if you tender units pursuant to this
offer. You will pay any other fees or costs, including any transfer taxes. Our
offer price will be reduced for any distributions subsequently made or declared
by your partnership prior to the expiration of our offer.

     OUR OFFER HAS BEEN EXTENDED.  OUR OFFER AND YOUR WITHDRAWAL RIGHTS WILL NOW
EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON JULY 15, 2005, UNLESS WE EXTEND THE
DEADLINE.

     If you desire to tender any of your units in response to our offer, you
should complete and sign the Amended and Restated Letter of Transmittal that was
previously mailed to you in accordance with its instructions and mail and
deliver it and any other required documents to the Altman Group, Inc., which is
acting as the Information Agent in connection with our offer. If you have
already tendered your units, you need not take any further action to continue to
tender your units. If you have already tendered your units and would like to
withdraw any of your tendered units, you must comply with the requirements for
exercising your withdrawal rights as set forth in the Amended and Restated Offer
to Purchase.

     THE GENERAL PARTNER DOES NOT MAKE ANY RECOMMENDATION REGARDING WHETHER YOU
SHOULD ACCEPT OUR OFFER. YOU ARE ENCOURAGED TO CAREFULLY REVIEW THIS SUPPLEMENT,
THE AMENDED AND RESTATED OFFER TO PURCHASE, THE AMENDED AND RESTATED LETTER OF
TRANSMITTAL, AND ANY OTHER INFORMATION AVAILABLE TO YOU AND TO SEEK THE ADVICE
OF YOUR INDEPENDENT LAWYER, TAX ADVISOR AND/OR FINANCIAL ADVISOR WITH RESPECT TO
YOUR PARTICULAR CIRCUMSTANCES BEFORE DECIDING WHETHER OR NOT TO ACCEPT OUR
OFFER.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION, PASSED UPON THE
MERITS OF THIS TRANSACTION, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE
DISCLOSURE IN THIS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

                                  July 8, 2005


VALUATION OF UNITS

     General.  As disclosed in the Amended and Restated Offer to Purchase, under
the section entitled "SPECIAL FACTORS -- Valuation of Units," we initially
determined our offer price by calculating a net equity value per unit, which is
equal to the amount that would be distributed to limited partners in the event
of a hypothetical winding up of the partnership, assuming that all of the
partnership's properties are sold at prices equal to our estimate of their gross
property values. The gross property value is directly comparable to the gross
sale price if a property were sold. Ordinarily, when a property is sold, the
terms of the mortgage on the property require that the outstanding balance be
repaid, together with a prepayment penalty. As a result, in calculating net
equity value, we deduct our estimate of such prepayment penalties from the gross
property value to arrive at a net property value.

     After calculating a net property value for each property owned by the
partnership, we add the net property values of all properties to arrive at an
aggregate net property value for the partnership. We then (i) add our estimate
of the value of all other assets of the partnership, and (ii) deduct the amount
of all liabilities of the partnership, including the mortgage debt (but not the
prepayment penalty which was deducted from the gross property value to produce
the net property value). The result is what we refer to as the net equity value
of the partnership. We then allocate a portion of the net equity value of the
entire partnership to the limited partners, which represents the portion
allocable to the limited partners under the partnership agreement, and divide
this by the number of outstanding limited partnership units to determine a net
equity value per unit. In our Amended and Restated Offer to Purchase, dated June
6, 2005, we calculated a net equity value of $178.35 per unit, which is our
offer price.

     Pinetree Apartments.  As disclosed in the Amended and Restated Offer to
Purchase, on May 19, 2005, your general partner entered into a purchase
agreement with an unrelated third party to sell Pinetree Apartments as part of a
sale of a portfolio of nine properties. The total sales price for the portfolio
is $62,300,000, of which $5,800,000 represents the sales price for Pinetree
Apartments. This amount compares with our estimate of the gross property value
of Pinetree Apartments of $5,376,146. In determining our offer price, we
deducted from this gross property value a prepayment penalty for the Pinetree
mortgage equal to $1,056,146 because a prepayment penalty would be payable for
at least the next year under the terms of the Pinetree mortgage. The property
sale is expected to close on August 4, 2005. Accordingly, a prepayment penalty
will be due if the mortgage is repaid at that time.

     Under the purchase agreement, the buyer will pay for all title costs, but
the partnership is responsible for payment of one-half of the escrow fees, and
all of its other closing cost associated with the sale of Pinetree Apartments
including but not limited to a broker's commission and transfer taxes. We
estimate that our share of the closing costs will be 3% of the contract sale
price ($174,000), and transfer taxes will be 0.4% of the contract sale price
($23,200), all of which will be paid to unrelated third parties. The closing
costs may include, but are not limited to, broker's commissions, escrow fees and
recording fees. In addition, your general partner is entitled to receive an
incentive compensation fee in connection with the sale of Pinetree Apartments.
We estimate that this fee will be approximately $44,000 to $76,000, which we
expect will be paid from the partnership's future cash flow or proceeds.

     Revised Calculation of Net Equity Value per Unit.  Based on the foregoing,
we have recalculated net equity value per unit, using the same methodology and
amounts as described under "SPECIAL FACTORS -- Valuation of Units" in the
Amended and Restated Offer to Purchase, except that:

     - we used the contract sale price for Pinetree Apartments ($5,800,000)
       instead of our estimated gross property value ($5,376,146); and

     - we deducted $3,155 for a distribution to the general partner of National
       Pinetree, L.P. (the partnership through which your partnership owns an
       interest in Pinetree Apartments) that would be payable in accordance with
       its partnership agreement.

                                        2


     The revised calculation is as follows:

                                                           
Aggregate net property value of partnership properties......  $ 37,166,725
Plus: Cash and cash equivalents.............................       241,082
Plus: Other partnership assets..............................       435,993
Less: Mortgage debt, including accrued interest.............   (27,201,490)
Less: Loans from partners...................................      (204,588)
Less: Accounts payable and accrued expenses.................      (113,335)
Less: Other liabilities.....................................    (1,052,939)
Less: Distribution to lower tier general partner............        (3,155)
                                                              ------------
Net equity value of your partnership........................  $  9,268,296
Net equity value allocated to holders of units..............  $  8,869,091
  Total number of units.....................................        48,049
                                                              ------------
Net equity value per unit...................................  $     184.58
                                                              ============



     In our calculation of the net equity value per unit, we have not made any
deduction for customary transaction costs that would ordinarily be incurred in
connection with a sale of a property such as broker's commissions, title and
escrow fees and transfer taxes. In our experience, the seller's closing costs
are approximately 3% of the sale price, and transfer taxes vary based on the
jurisdiction in which the property is located. If we had deducted an amount
equal to the estimated transaction costs, the net equity value of the
partnership and the net equity value per unit would be correspondingly reduced.

     Revised Calculation of Net Liquidation Proceeds per Unit.  We have also
recalculated our estimate of the net liquidation value per unit, using the same
methodology and amounts described under "Revised Calculation of Net Equity Value
per Unit" in this Supplement, except that we used the 2003 AAA appraised value
for Lakeside Apartments instead of our estimate of its gross property value:

     The revised calculation is as follows:

                                                           
Net appraised value of partnership properties...............  $ 41,446,725
Plus: Cash and cash equivalents.............................       241,082
Plus: Other partnership assets..............................       435,993
Less: Mortgage debt, including accrued interest.............   (27,201,490)
Less: Loans from partners...................................      (204,588)
Less: Accounts payable and accrued expenses.................      (113,335)
Less: Other liabilities.....................................    (1,052,939)
Less: Distribution to lower tier general partner............        (3,155)
                                                              ------------
Estimated net liquidation proceeds of your partnership......  $ 13,548,293
Estimated net liquidation proceeds allocated to holders of
  units.....................................................  $ 13,020,691
  Total number of units.....................................        48,049
                                                              ------------
Net equity value per unit...................................  $     270.99
                                                              ============



     If we had deducted an amount equal to the estimated transaction costs
(broker's commissions, title and escrow fees and transfer taxes), our estimate
of the net liquidation proceeds of the partnership and the net liquidation
proceeds per unit would be correspondingly reduced.

POSITION OF THE GENERAL PARTNER OF YOUR PARTNERSHIP WITH RESPECT TO THE OFFER

     In addition to those factors described in the Amended and Restated Offer
under "SPECIAL FACTORS -- Position of the General Partner of Your Partnership
With Respect to the Offer -- Factors in Favor of Fairness Determination," the
general partner also considered the fact that our estimate of net equity value
per unit and

                                        3


the net liquidation proceeds per unit do not take into account any transaction
costs associated with a sale of a property.

     In addition to those factors described in the Amended and Restated Offer to
Purchase under "SPECIAL FACTORS -- Position of the General Partner of Your
Partnership With Respect to the Offer -- Factors Not in Favor of Fairness
Determination," the general partner also considered the fact that our offer
price of $178.35 per unit is lower than our revised calculation of net equity
value per unit ($184.58) and our revised calculation of net liquidation proceeds
per unit ($270.99), in each case, using the contract sale price for Pinetree
Apartments.

     The general partner believes the offer price is fair despite the fact that
our revised calculation of net equity value per unit and our revised calculation
of net liquidation proceeds per unit are higher than our offer price. The
difference between our offer price and our revised calculation of net equity
value per unit using the contract sale price for Pinetree Apartments
($5,800,000) instead of our estimated gross property value ($5,376,146) is only
3.4%. In addition, our calculation of net equity value per unit does not take
into account any transaction costs that would ordinarily be incurred in
connection with a sale of a property such as broker's commissions, title and
escrow fees and transfer taxes. If we had deducted an amount equal to the
estimated transaction costs, the net equity value of the partnership and the net
equity value per unit would be correspondingly reduced. For example, we estimate
that the transaction costs associated with the sale of Pinetree Apartments are
$197,200 (or $3.98 per unit).

LAKESIDE APARTMENTS

     In June 2005, your general partner decided to consider a sale of Lakeside
Apartments. The general partner is currently assessing whether a sale of the
property or an interest in the property is desirable based on market conditions
in Lisle, Illinois, the condition of the property and tax and other
considerations. No assurance can be given that the property will be sold or, if
sold, when the sale might occur or at what price.

THE SETTLEMENT OF THE NUANES AND HELLER COMPLAINTS

     As disclosed in the Amended and Restated Offer to Purchase under the
section entitled "THE OFFER -- Section 6. The Lawsuit and the Settlement -- The
Settlement of the Nuanes and Heller Complaints," on April 28, 2005, an objector
filed a petition for review with the California Supreme Court in connection with
the opinion vacating the order approving the settlement of the Nuanes and Heller
complaints and remanding for further findings. On May 18, 2005, AIMCO filed an
answer to the objector's petition.

     On June 10, 2005, the California Supreme Court denied the objector's
petition for review, and on June 21, 2005, the Court of Appeals sent the matter
back to the trial court. The parties intend to ask the trial court to make
further findings in connection with the settlement consistent with the Court of
Appeals' remand order. The Court of Appeals is also scheduled to hear oral
argument in the Heller appeal on July 27, 2005.

                                    *  *  *

     QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THIS
SUPPLEMENT, THE AMENDED AND RESTATED OFFER TO PURCHASE OR THE AMENDED AND
RESTATED LETTER OF TRANSMITTAL, OR FOR A COMPLETE COPY OF AN APPRAISAL OF ANY OF
YOUR PARTNERSHIP'S PROPERTIES, MAY BE DIRECTED TO THE INFORMATION AGENT AT (800)
467-0821.

                    THE INFORMATION AGENT FOR THE OFFER IS:

                             THE ALTMAN GROUP, INC.

                                                        
           By Mail:                By Overnight Courier:                 By Hand:
   1275 Valley Brook Avenue       1275 Valley Brook Avenue       1275 Valley Brook Avenue
     Lyndhurst, NJ 07071            Lyndhurst, NJ 07071            Lyndhurst, NJ 07071



                         For information, please call:

                           TOLL FREE: (800) 467-0821

                                        4

EX-99.(A)(22)

CONTACT:  The Altman Group, Inc.
          (800) 467-0821 (toll free)

FOR IMMEDIATE RELEASE

           AIMCO PROPERTIES, L.P. ANNOUNCES EXTENSION OF TENDER OFFERS


                  DENVER, COLORADO, July 8, 2005 - As previously announced,
AIMCO Properties, L.P. is offering to purchase units of limited partnership
interest in the partnerships set forth below, subject to the terms of their
respective Offers to Purchase and related Letters of Transmittal (as amended and
supplemented, the "Offers"). AIMCO Properties, L.P. has now extended the
expiration date of each of the Offers to midnight, New York City time, on July
15, 2005. The Offers were previously scheduled to expire at midnight, New York
City time, on July 12, 2005. AIMCO Properties, L.P. has reported, based on
information provided by the Information Agent for the Offers, that as of the
close of business on July 7, 2005, the approximate number of units set forth
below had been tendered pursuant to each of the Offers.



Name of Partnership                                     Number of Units Tendered
-------------------                                     ------------------------

                                                     
Century Properties Fund XIX                             4,395

National Property Investors III                           855


                  For further information, please contact The Altman Group, Inc.
at (800) 467-0821 (toll free), which is acting as the Information Agent for the
Offers.

CORRESP

                                           July 8, 2005

VIA EDGAR & HAND DELIVERY

Abby Adams, Esq.
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-0303


         Re:      NATIONAL PROPERTY INVESTORS III, CENTURY PROPERTIES FUND XIX
                  AND DAVIDSON INCOME REAL ESTATE, L.P.
                  AMENDED SCHEDULE TO-T/13E-3S
                  FILED JUNE 7, 2005 BY AIMCO PROPERTIES LP, ET AL.


Dear Ms. Adams:

         On behalf of AIMCO Properties, L.P. ("AIMCO OP"), we are responding to
comments 1 through 6 of the Staff's comment letter, dated June 16, 2005,
regarding the Tender Offer Statements and Rule 13e-3 Transaction Statements on
Schedule TO (the "Schedule TOs") referred to above. AIMCO OP previously
responded to comment 7 in its response letter dated June 21, 2005, and filed
amendments to the Schedule TOs for Century Properties Fund XV and Fox Strategic
Housing Income Partners. AIMCO OP previously filed an amendment to the Schedule
TO for Davidson Income Real Estate, L.P. ("DIRE") on July 7, 2005, and
concurrently with the filing of this letter has filed an amendment to the
Schedule TO for each of Century Properties Fund XIX ("CPF XIX") and National
Property Investors III ("NPI III") that includes as an exhibit a Supplement to
the Amended and Restated Offer to Purchase, reflecting additional disclosure in
response to the Staff's comments set forth below. We have set forth below each
of the Staff's comments and AIMCO OP's response to each comment.

Century Properties Fund XIX
Davidson Income Real Estate, L.P.
National Property Investors III

     1.  We note the additional disclosure regarding the appraisals performed by
         CBRE in 2003. On page 39 of the CPF XIX offer that you list as a
         positive factor the fact that your "estimate of the gross property
         value for Misty Woods Apartments is approximately $23,093 higher than
         the sales price for the property in the purchase and sale contract
         dated May 19, 2005" (emphasis added). We note from page 13 of that
         offer that you subtract a prepayment penalty from the gross property
         value in calculating your determination of the value of a partnership
         unit. It is unclear whether it is appropriate to compare the gross
         property value




Securities and Exchange Commission
July 8, 2005
Page 2


         to the sales price, because it is unclear whether the prepayment
         penalty would be charged if the property were sold. Please disclose
         whether the partnership would be required to pay a prepayment penalty
         on the mortgage of that property if it were sold in accord with the
         current sale contract. Also, with a view toward disclosure, tell us
         whether the prepayment penalty applies in all cases. In addition,
         please disclose whether any of the other itemized additions or
         subtractions from the net property value, as outlined on page 14, would
         differ if this property were sold under the current contract. Disclose
         the estimated transaction costs associated with the sale, to whom they
         are paid and how they are allocated among the properties to be sold. It
         is unclear whether your estimated value or the actual contract price
         would provide a higher valuation of the partnership.

         RESPONSE: Disclosure has been included in the Supplement for CPF XIX in
         response to all of the points raised in this comment. The Supplement
         clarifies that the contract sale price and the gross property value are
         directly comparable, and that a prepayment penalty is ordinarily
         payable in connection with any sale of the property. However, as
         indicated in the Supplement, under the terms of the mortgage for Misty
         Woods Apartments, a prepayment penalty would not be payable during the
         six-month period immediately prior to the maturity date, which is
         January 1, 2006.

     2.  Provide similar information for the tender offer for units of National
         Property Investors III. We note the discussion on page 27 regarding the
         general partner's views of the value of the partnership as determined
         by you versus the actual sale price. This disclosure is unclear for two
         reasons. First, you state that the "net equity value distributable to
         limited partners would have resulted in a lower offer price," however,
         it is unclear how you have calculated the "net equity value
         distributable." For example, do you mean that, once the sales proceeds
         were distributed to unit holders, the partnership would be worth less?
         Do you mean that the net proceeds from the sale, after transaction
         costs, would be less than the starting point of your valuation, and
         therefore the limited partnership units would be valued less before any
         distribution resulting from the sale?

         Second, without additional information, it is unclear how the general
         partner reached this conclusion. Please revise the document to provide
         the basis for this statement. Disclose the expected transaction costs
         associated with this sale. We note that the property is being sold in a
         bundle with other properties. We also note the disclosure of additional
         information in a Form 8-K filed May 25, 2005. With a view toward
         disclosure, tell us how the transaction costs charged to this property
         are determined, who makes the determination, and to whom you will pay
         the transaction costs. For example, will the transaction costs be owed
         to your affiliates? We note that, absent a prepayment penalty and with
         all other expenses and additions (as indicated on page 13) remaining
         the same, the value per unit based on the disclosed sale price of
         Pinetree Apartments would be $208.49 per unit, which is approximately
         17% higher than the current offer price.

         RESPONSE: The Supplement for NPI III includes the requested disclosure.
         In particular, the Supplement clarifies that the net equity value per
         unit is the amount that would be distributed to limited partners in a
         hypothetical liquidation and winding up of the partnership in which the
         properties are sold at the values indicated, except that no deduction
         is made for the transaction costs typically associated with a sale of
         the properties. If an amount were deducted for estimated




Securities and Exchange Commission
July 8, 2005
Page 3


         transaction costs, the original calculation of net equity value per
         unit would have resulted in a lower number and, as a result, the offer
         price would have been lower. Accordingly, the general partner may
         conclude that the current offer price is fair, even though it is lower
         than the net equity value per unit that results when the contract sale
         price for Pinetree Apartments is used rather than AIMCO OP's
         determination of gross property value, because, among other things, the
         general partner believes that transaction costs would result in a
         distribution to limited partners that is lower than the offer price.

     3.  You provide liquidation value as a means for comparison for unit
         holders. Tell us what consideration you have given to calculating
         liquidation value (see pages 20-21 of the NPI III offer) using the sale
         price of the property under contract for each partnership rather than,
         or in addition to, the value determined by the appraiser in 2003.

         RESPONSE: The Supplements for CPF XIX and NPI III indicate what the
         liquidation value would be if the sales price of the property under
         contract is used, instead of its appraised value.

     4.  On page 40 you state that the general partner has determined that offer
         price is fair despite the higher appraised values, in part, because
         "the general partner believes that appraisals obtained by lenders in
         connection with refinancings, such as those prepared by CBRE, tend to
         overstate actual property values somewhat." Expand this disclosure to
         clarify the general partner's conclusion and the basis for its
         conclusion.

         RESPONSE: The Supplements for CPF XIX and DIRE include the requested
         disclosure. In addition, we are supplementally providing you with
         copies of articles that describe the conflicts that appraisers face in
         these situations and the pressure to overstate property values.

     5.  We note from the partnership's Form 8-Ks dated May 19, 2005 and June 3,
         2005 that it refinanced mortgages on the Greenspoint and Sandspoint
         properties owned by CPF XIX. The risk factor on page 11, the disclosure
         on page 43, and the disclosure on pages 61-62 do not appear to agree.
         Please revise or advise. Also tell us whether you or, to your
         knowledge, the lenders obtained appraisals for either of these
         properties in connection with the refinancing, and whether you know the
         value of any appraisal or have obtained or been offered a copy of any
         appraisal. Finally, please tell us whether the general partner received
         fees or other compensation in connection with the refinancings. We note
         the fees paid in connection with prior refinancings, which are
         disclosed on page 42 of this offer.

         RESPONSE: The Supplement for CPF XIX includes the requested disclosure,
         as well as information describing the appraisals obtained in connection
         with these refinancings. AIMCO OP supplementally advises the Staff that
         AIMCO OP received a copy of each appraisal subsequent to the filing of
         the amendments to the Schedule TOs on June 7, 2005. These appraisals
         have been filed as exhibits in an amendment to the Schedule TO for CPF
         XIX. The general partner did not receive any fees or other compensation
         in connection with the refinancings.




Securities and Exchange Commission
July 8, 2005
Page 4


     6.  In addition, we note that the new mortgage on the Greenspoint property
         has a principal amount of $11 million, replacing the prior mortgage,
         which had an outstanding principal balance of $7,981,000. In the Form
         8-K for Sandspoint, you report that a mortgage for $11 million replaces
         a mortgage with a principal amount outstanding of $8,859,000. Please
         revise your disclosure to reflect these changes. For example, it
         appears you should revise the disclosure to reflect the partnership's
         plans for the excess cash, if any, received in these refinancings. Also
         tell us whether the excess cash could be distributed to limited
         partners pursuant to the partnership agreement. In addition, we note
         that you subtract mortgage debt in calculating the net equity value per
         unit and the liquidation value per unit of the partnership, but the
         mortgage debt figure has not changed since you first filed this offer
         in February 2005. Please tell us whether the refinancings or any other
         factors materially change your assessment of the value of the
         partnership since the offer was filed.

         RESPONSE: The Supplement for CPF XIX includes the requested disclosure.
         AIMCO OP supplementally advises the Staff that a portion of the
         remaining loan proceeds could be distributed to limited partners
         pursuant to the partnership agreement. However, the partnership
         agreement also permits the general partner to use the proceeds for
         other purposes. In this case, the general partner has determined that
         it is in the best interests of the limited partners for the partnership
         to retain the cash for use in funding the proposed redevelopment of
         Sunrunner Apartments. As indicated in the Supplement, AIMCO OP has
         recalculated the net equity value per unit and the net liquidation
         value per unit to reflect events that have occurred since the offer was
         first filed on February 16, 2005. Neither the refinancings nor any
         other facts have caused AIMCO OP or the general partner to materially
         change its assessment of the value of the partnership.

         We would appreciate your prompt attention to this letter. Please do not
hesitate to contact the undersigned at (213) 687-5527 or Jonathan Friedman at
(213) 687-5396 if you have any questions or comments regarding this letter or
the revised Schedule TOs.


                                                              Very truly yours,

                                                              /s/ Jonathan Ko

                                                              Jonathan Ko


cc:      Daniel L. Jablonsky, Esq. - Securities and Exchange Commission,
         Division of Enforcement
         Martha Long - Apartment Investment and Management Company
         Miles Cortez, Esq. - Apartment Investment and Management Company
         Joseph Coco, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP
         Jonathan Friedman, Esq. - Skadden, Arps, Slate, Meagher & Flom LLP