United States

Securities And Exchange Commission

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2009

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to _________

Commission file number 0-15676

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

(Exact name of registrant as specified in its charter)

Delaware	62-1242599
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

55 Beattie Place, P.O. Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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.

[X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [ ]

(Do not check if a smaller reporting company)

Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P. CONSOLIDATED STATEMENT OF NET ASSETS IN LIQUIDATION (Unaudited) (in thousands) ~~June~~September 30, 2009

Assets
Cash and cash equivalents	$ ~~629~~688
Receivables	268
	897
Liabilities
Taxes payable (Note D)	265
Accounts payable	11
Other liabilities	178
Taxes payable (Note D)	262
Due to affiliates (Note C)	374
Other liabilities	7
Estimated costs during the period of liquidation (Note B)	80
Due to affiliates (Note C)	332
	897
Estimated costs during the period of liquidation	76
	688
Net assets in liquidation	$ --

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands)

For the Period From July 1, 2009 to September 30, 2009


Net assets in liquidation at July 1, 2009	$ --

Receipt of insurance proceeds	157

Write off of uncollectible receivables	(156)

Write off of other liabilities	42

Increase in due to affiliates	(46)

Decrease in taxes payable	3

Net assets in liquidation at end of period	$ --

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

CONSOLIDATED BALANCE SHEET

(in thousands, except unit data)

December 31, 2008

Assets Held For Sale
Cash and cash equivalents	$ 76
Receivables and deposits	421
Other assets	100
Restricted escrow	339
Investment property:
Land	2,047
Buildings and related personal property	28,495
	30,542
Less accumulated depreciation	(19,551)
	10,991
	$ 11,927

Liabilities and Partners' Deficit
Liabilities Related to Assets Held For Sale
Accounts payable	$ 408
Tenant security deposit liabilities	87
Other liabilities	144
Deferred tax liability (Note D)	69
Due to affiliates (Note C)	6,944
Mortgage note payable	15,336
	22,988

Partners' Deficit
General partners	(222)
Limited partners (1,009.50 units issued and	(10,839)
outstanding)	(11,061)
	$ 11,927

Note: The consolidated balance sheet has been derived from the audited financial statements at that date but does not include all the information and footnotes required by generally accepted accounting principles for complete financial statements.

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

CONSOLIDATED STATEMENTS OF DISCONTINUED OPERATIONS

(Unaudited)

(in thousands, except per unit data)

	Three Months Ended		Six Months Ended
	Six Months	Three Months	Nine Months
	June 30,		June 30,
	Ended	Ended	Ended
	2009	2008	2009	2008
	June 30,	September 30,	September 30,
Income from continuing operations	$ --	$ --	$ --	$ --
	2009	2008	2008
Loss from discontinued operations:
Income from continuing operations	$ --	$ --	$ --
Revenues:
Income (loss) from discontinued
Rental income	609	768	1,429	1,607
operations:
Other income	187	213	479	395
Revenues:
Total revenues	796	981	1,908	2,002
Rental income	1,429	771	2,378
Expenses:
Other income	479	178	573
Operating	725	364	1,271	950
Total revenues	1,908	949	2,951
General and administrative	41	39	76	77
Expenses:
Depreciation	194	283	475	557
Operating	1,271	588	1,538
Interest	322	467	762	949
General and administrative	76	45	122
Property taxes	24	36	61	72
Depreciation	475	290	847
Loss on early extinguishment of
Interest	762	466	1,415
debt (Note F)	151	--	151	--
Property taxes	61	36	108
Total expenses	1,457	1,189	2,796	2,605
Loss on early extinguishment of
Casualty gain (Note E)	--	106	--	106
debt (Note F)	151	--	--
Loss before income taxes and gain
Total expenses	2,796	1,425	4,030
from sale	(661)	(102)	(888)	(497)
Casualty gain (Note E)	--	--	106
Deferred income tax benefit (Note D)	75	--	69	--
Loss before income taxes and gain
Current tax expense (Note D)	(22)	--	(22)	--
from sale	(888)	(476)	(973)
Gain from sale of discontinued
Deferred income tax benefit (Note D)	69	8	8
operations (Note F)	9,233	--	9,233	--
Current tax expense (Note D)	(22)	--	--
Net income (loss)	$ 8,625	$ (102)	$ 8,392	$ (497)
Gain from sale of discontinued
Net income (loss) allocated to
operations (Note F)	9,233	--	--
general partners	$ 173	$ (2)	$ 168	$ (10)
Net income (loss)	$ 8,392	$ (468)	$ (965)
Net income (loss) allocated to
limited partners	8,452	(100)	8,224	(487)
general partners	$ 168	$ (9)	$ (19)
	$ 8,625	$ (102)	$ 8,392	$ (497)
Net income (loss) allocated to
Per limited partnership unit:
limited partners	8,224	(459)	(946)
Loss from discontinued operations	$ (590.39)	$ (98.96)	$ (816.24)	$(481.94)
	$ 8,392	$ (468)	$ (965)
Gain from sale of discontinued
Per limited partnership unit:
operations	8,962.85	--	8,962.85	--
Loss from discontinued operations	$ (816.24)	$ (454.23)	$(936.17)
Net income (loss)	$ 8,372.46	$ (98.96)	$8,146.61	$(481.94)
Gain from sale of discontinued
operations	8,962.85	--	--
Net income (loss)	$8,146.61	$ (454.23)	$(936.17)

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' DEFICIT/NET ASSETS IN LIQUIDATION

(Unaudited)

(in thousands, except unit data)

	Limited
	Partnership	General	Limited
	Units	Partners	Partners	Total

Original capital contributions	1,013.0	$ 1	$ 20,240	$ 20,241

Partners' deficit at
December 31, 2008	1,009.50	$ (222)	$(10,839)	$(11,061)

Net income for the six months
ended June 30, 2009	--	168	8,224	8,392

Partners' deficit at
June 30, 2009	1,009.50	$ (54)	$ (2,615)	(2,669)

Adjustment to liquidation
basis (Notes A and B)				2,669

Net assets in liquidation
at June 30, 2009				$ --

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six Months Ended	Nine Months
	June 30,
	Ended	Ended
	June 30,	September 30,
	2009	2008
Cash flows from operating activities:
Net income (loss)	$ 8,392	$ (~~497~~965)
Adjustments to reconcile net income (loss) to net cash
(used in) provided by operating activities:
Depreciation	475	~~557~~847
Amortization of loan costs	7	711
Bad debt expense	49	79116
Casualty gain	--	(106)
Gain from sale of discontinued operations	(9,233)	--
Loss on early extinguishment of debt	151	--
Change in accounts:
Receivables and deposits	104	(~~289~~161)
Other assets	72	2632
Accounts payable	(161)	(~~101~~107)
Tenant security deposit liabilities	(87)	59
Accrued property taxes	--	72108
Current tax expense	22	--
Deferred tax benefit	(69)	--(8)
Other liabilities	(33)	~~202~~169
Due to affiliates	(1,156)	~~125~~255
Net cash (used in) provided by operating
activities	(1,467)	80200
Cash flows from investing activities:
Net withdrawals from restricted escrow	132	~~137~~160
Net proceeds from sale of discontinued operations	5,178	--
Property improvements and replacements	(495)	(~~732~~857)
Net cash provided by (used in) investing
activities	4,815	(~~595~~697)
Cash flows from financing activities:
Loan assumption fee	(130)	--
Repayment of advances from affiliate	(2,665)	--
Advances received from affiliate	--	443
Net cash (used in) provided by financing
activities	(2,795)	443
Net increase (decrease) in cash and cash equivalents	553	(7254)
Cash and cash equivalents at beginning of period	76	210
Cash and cash equivalents at end of period	$ 629	$ ~~138~~156
Supplemental disclosure of cash flow information:
Cash paid for interest	$ 2,011	$ ~~816~~1,174
Supplemental disclosure of non-cash activities:
Property improvements and replacements included in
accounts payable	$ --	$ 722
Insurance proceeds held on deposit with mortgage lender	$ --	$ ~~102~~250
Vendor payments made directly from lender held escrow	$ 207	$ --
Assumption of mortgage note payable by the purchaser	$15,336	$ --

Included in property improvements and replacements for the six months ended June 30, 2009 and the nine months ended September 30, 2008 are approximately $247,000 and $268,000, respectively, of property improvements and replacements, which were included in accounts payable at December 31, 2008 and 2007.

See Accompanying Notes to Consolidated Financial Statements

DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note A – Basis of Presentation

As of June 30, 2009, Davidson Diversified Real ~~Estate III~~EstateIII, L.P. (the "Partnership" or "Registrant") adopted the liquidation basis of accounting due to the sale of its remaining investment property (as discussed in “Note F – Disposition of Investment Property”).

As of ~~June~~September 30, 2009 and December 31, 2008 the Partnership has approximately $~~374~~226,000 and $6,880,000, respectively, of advances and related accrued interest due to AIMCO Properties, L.P. (“AIMCO”) an affiliate of Davidson Diversified Properties, Inc. (the "Managing General Partner"). In a letter dated April 4, 2006, AIMCO demanded payment in full of all outstanding advances owed by the Partnership to it, plus related accrued interest. The sale of the Partnership’s last remaining investment property did not generate sufficient proceeds to pay off the advances and related accrued interest in full (see Note C). The Managing General Partner is working with AIMCO regarding final payment. Upon the last payment on the advances, the Partnership is expected to terminate.

As a result of the decision to liquidate the Partnership, the Partnership changed its basis of accounting for its consolidated financial statements at June 30, 2009 to the liquidation basis of accounting. Consequently, assets have been valued at estimated net realizable value and liabilities are presented at their estimated settlement amounts, including estimated costs associated with carrying out the liquidation of the Partnership. The valuation of assets and liabilities necessarily requires many estimates and assumptions and there are substantial uncertainties in carrying out the liquidation. The actual realization of assets and settlement of liabilities could be higher or lower than amounts indicated and is based upon the Managing General Partner’s estimates as of the date of the consolidated financial statements.

The accompanying unaudited financial statements of the Partnership have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of the Managing General Partner, all adjustments (consisting of normal recurring items) considered necessary for a fair presentation have been included. For further information, refer to the financial statements and footnotes thereto included in the Partnership's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

The Managing General Partner estimates that the liquidation process will be completed by June 30, 2010. Because the success in realization of assets and the settlement of liabilities is based on the Managing General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

Certain reclassifications have been made to the 2008 balances to conform to the 2009 presentation.

InThe accompanying ~~accordance~~consolidated ~~with~~statements ~~Statement~~ of ~~Financial~~discontinued ~~Accounting~~operations ~~Standards (“SFAS”) No. 144, “Accounting~~ for the ~~Impairment~~six months orended ~~Disposal~~June ~~of Long-Lived Assets”~~30, ~~the~~2009 ~~accompanying~~and ~~consolidated statements of discontinued operations for~~ the three and ~~six~~nine months ended ~~June~~September 30, ~~2009 and~~ 2008 reflect the operations of Plainview Apartments as income (loss) from discontinued operations as a result of the property’s sale to a third party on June 5, 2009 (as discussed in “Note F”).

The Partnership’s management evaluated ~~for~~ subsequent events through the time this Quarterly Report on Form 10-Q was filed ~~on August 14, 2009~~.

Recent Accounting Pronouncement

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162, or SFAS No. 168, which is effective for financial ~~statements~~ statements issued for interim and annual periods ending after September 15, 2009. Upon the effective date of SFAS No. 168, the FASB Accounting Standards Codification, or the ~~Codification~~FASB ASC, ~~will~~became ~~become~~ the single source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission, or SEC, under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The ~~Codification~~FASB ~~will~~ASC ~~supersede~~superseded all then-existing non-SEC accounting and reporting standards., ~~All~~and ~~other~~all other non-grandfathered non-SEC accounting literature not included in the ~~Codification~~FASB ~~will~~ASC ~~become~~is now non-authoritative. ~~Following~~Subsequent to the effective date of SFAS No. 168, the FASB will issue Accounting Standards Updates that serve to update the ~~Codification~~FASB ASC. ~~The Partnership does not anticipate that SFAS No. 168 will have a significant effect on its consolidated financial statements.~~

Note B – Adjustment to Liquidation Basis of Accounting

At June 30, 2009, in accordance with the liquidation basis of accounting, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net liabilities of approximately $2,669,000, which is included in the consolidated statement of changes in partners'’ deficit/net assets in liquidation. The net adjustment is summarized as follows:

	Decrease in
	Net Liabilities
	(in thousands)
Adjustment of other assets and liabilities
(including due to affiliates), net	$ 2,669

Note C - Transactions with Affiliated Parties

The Partnership has no employees and depends on the Managing General Partner and its affiliates for the management and administration of all Partnership activities. The Partnership Agreement provides for certain payments to affiliates for services and reimbursement of certain expenses incurred by affiliates on behalf of the Partnership.

Affiliates of the Managing General Partner received 5% of gross receipts from the Partnership's investment property as compensation for providing property management services. The Partnership paid to such affiliates approximately $103,000 ~~and $98,000~~ for the six months ended June 30, 2009 and ~~2008~~approximately $147,000 ~~respectively~~for the nine months ended September 30, 2008, which are included in operating expenses.

Affiliates of the Managing General Partner charged the Partnership for reimbursement of accountable administrative expenses amounting to approximately $124,000 for ~~each of~~ the six months ended June 30, 2009 and approximately $151,000 for the nine months ended September 30, 2008, which iswas included in general and administrative ~~expenses~~expense, investment property and gain from sale of discontinued operations. The portion of these reimbursements included in gain from sale of discontinued operations and investment property ~~for the six months ended June 30, 2009 and 2008~~ are construction management services provided by an affiliate of the Managing General Partner of approximately $84,000 for ~~each of~~ the six months ended June 30, 2009 and approximately $87,000 for the nine months ended September 30, 2008. At ~~June~~ September 30, 2009 and December 31, 2008, approximately $~~105~~106,000 and $64,000 of reimbursement for services were accrued by the Partnership and are included in due to affiliates.

In accordance with the Partnership Agreement, AIMCO Properties, L.P., an affiliate of the Managing General Partner, advanced the Partnership approximately $443,000 during the ~~six~~ nine months ended ~~June~~September 30, 2008 to fund operating expenses at Plainview Apartments. There were no advances made to the Partnership during the ~~six~~ nine months ended ~~June~~September 30, 2009. Interest was charged at the prime rate plus 1% (4.25% at ~~June~~ September 30, 2009). Interest expense was approximately $138,000 and $~~226~~331,000 for the six months ended June 30, 2009 and nine months ended September 30, 2008, respectively. During the ~~six~~liquidation process, no additional interest will be charged on the outstanding advance balance owed to AIMCO Properties, L.P. due to the property’s sale in June 2009 that did not generate sufficient proceeds to pay off the advances and related accrued interest in full. During the nine months ended ~~June~~September 30, 2009 and 2008, the Partnership repaid approximately $4,000,000 and $100,000, respectively, of advances and accrued interest from sale proceeds and cash from operations, respectively. In accordance with the liquidation basis of accounting (as discussed in “Note B”) the Partnership recorded an adjustment to reduce the outstanding advance balance by approximately $2,749,000 to reflect the remaining outstanding balance at its estimated settlement amount. During the three months ended September 30, 2009, the Partnership decreased the estimated settlement amount by approximately $43,000 based on the Partnership’s current estimated costs to liquidate. At ~~June~~September 30, 2009 and December 31, 2008, the balance of advances, including accrued interest, owed to AIMCO Properties, L.P., was approximately $~~269~~226,000 and $6,880,000, respectively, and is included in due to affiliates. The Partnership does not anticipate that there will be sufficient cash available to fully repay the amounts due to AIMCO Properties, L.P. at September 30, 2009.

The Partnership insured its property up to certain limits through coverage provided by AIMCO which is generally self-insured for a portion of losses and liabilities related to workers’ compensation, property casualty, general liability and vehicle liability. The Partnership insured its property above the AIMCO limits through insurance policies obtained by AIMCO from insurers unaffiliated with the Managing General Partner. During the ~~six~~nine months ended ~~June~~ September 30, 2009, the Partnership was charged by AIMCO and its affiliates approximately $85,000 for hazard insurance coverage and fees associated with policy claims administration. The Partnership was charged by AIMCO and its affiliates approximately $86,000 for insurance coverage and fees associated with policy claims administration during the year ended December 31, 2008.

Note D – Partnership Income Taxes

The Partnership is subject to a Limited Liability Entity tax that is based upon the Partnership’s gross receipts in Kentucky. The Partnership’s property, Plainview Apartments, was subject to local taxes based upon net profits. During the year ended December 31, 2008, the Partnership recorded a deferred tax benefit of approximately $8,000 related to this local tax. During the six months ended June 30, 2009, the Partnership recognized current tax expense of approximately $22,000, which is included in loss from discontinued operations. The Partnership’s deferred tax liability at December 31, 2008 was approximately $69,000 and consisted primarily of temporary differences related to land, buildings and accumulated depreciation. During the six months ended June 30, 2009, as a result of the sale of Plainview Apartments, the Partnership recorded a deferred tax benefit of approximately $69,000. In addition, the Partnership recognized current tax expense of approximately $243,000 ~~and $22,000~~ as a result of the sale, which is reflected as a reduction of gain from sale of discontinued operations ~~and loss from discontinued operations, respectively~~. ~~The~~During ~~corresponding~~the ~~liabilities~~three ~~are~~months ~~included~~ended inSeptember ~~taxes payable at June~~ 30, 2009., ~~The~~the Partnership’s ~~deferred~~adjusted ~~tax~~its ~~liability~~estimate atof ~~December~~current ~~31,~~tax expense ~~2008~~by ~~was~~ approximately $693,000. ~~and~~The ~~consisted~~corresponding ~~primarily~~liabilities ofare ~~temporary~~included ~~differences~~in taxes ~~related~~payable toat ~~land~~September 30, ~~buildings and accumulated depreciation~~2009.

Note E - Casualty Events

On May 2, 2008, Plainview Apartments suffered fire damages to twelve rental units as a result of an electrical fire. During the year ended December 31, 2008, it was determined that the actual cost to repair the units was approximately $559,000. During 2008, the Partnership received insurance proceeds of approximately $463,000, of which approximately $339,000 were held in an escrow account with the mortgage lender as of December 31, 2008. The Partnership recognized a casualty gain of approximately $433,000 as a result of receiving approximately $463,000 of insurance proceeds, offset by approximately $30,000 of undepreciated assets being written off. During the six months ended June 30, 2009, payments of $207,000 were made to vendors from the escrow account held by the mortgage lender. During the ~~six~~nine months ended ~~June~~September 30, 2009, the Partnership received insurance proceeds of approximately $53226,000 related to this casualty, approximately $173,000 of which was received during the three months ended September 30, 2009. Approximately $16,000 of the $173,000 was recorded as a receivable at December 31, 2008.

In September 2008, Plainview Apartments sustained damages from Hurricane Ike. The damages were estimated to be approximately $86,000. During the six months ended June 30, 2009, this estimate was revised to actual damages of approximately $72,000, including clean up costs of approximately $6,000. The Partnership recognized a loss of approximately $3,000 during the year ended December 31, 2008 due to the write off of undepreciated damaged assets of approximately $3,000. As a result of the change in actual damages, the Partnership removed less than $1,000 of additional undepreciated damaged assets during the six months ended June 30, 2009. No insurance proceeds are anticipated to be received for this event.

In May 2007, Plainview Apartments suffered significant fire damage to one of the property’s buildings. During 2007, the Partnership estimated that the cost to repair the building was approximately $824,000. During the ~~three~~nine ~~and six~~ months ended ~~June~~ September 30, 2008, it was determined that the actual cost to repair the building was approximately $683,000. During the year ended December 31, 2007, the Partnership received insurance proceeds of approximately $581,000 for building replacements. During the year ended December 31, 2007, the Partnership recognized a casualty gain of approximately $518,000 as a result of receiving approximately $581,000 of insurance proceeds offset by approximately $63,000 of undepreciated assets being written off. During the ~~six~~nine months ended ~~June~~September 30, 2008, the Partnership received additional insurance proceeds related to this casualty of approximately $218,000, of which approximately $102,000 was for building replacements and approximately $116,000 covered emergency repairs expensed in 2007. The Partnership recognized an additional casualty gain of approximately $106,000 during the ~~six~~nine months ended ~~June~~September 30, 2008 as a result of the receipt of insurance proceeds of approximately $102,000 and a change in the previous write off of undepreciated damaged assets of approximately $4,000. During the ~~three~~second ~~months~~quarter ~~ended~~of ~~June 30,~~ 2008, the Partnership also received approximately $15,000 for lost rents as a result of the casualty.

Note F – Disposition of Investment Property

On June 5, 2009, the Partnership sold its sole investment property, Plainview Apartments, to a third party for a gross sale price of $20,535,000. The net proceeds realized by the Partnership were approximately $5,178,000 after payment of closing costs of approximately $21,000 and the assumption of the mortgage debt encumbering the property of approximately $15,336,000 by the purchaser. The Partnership recognized a gain of approximately $9,233,000 as a result of the sale. In addition, the Partnership recognized a loss on early extinguishment of debt of approximately $151,000 due to the write-off of unamortized loan costs and payment of a loan assumption fee.

Note G – Fair Value of Financial Instruments

~~SFAS~~FASB ~~No.~~ASC ~~107,~~Topic ~~"Disclosures~~825 ~~about Fair Value of Financial Instruments"~~ requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value. Fair value is defined ~~in the SFAS~~ as the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. At ~~June~~September 30, 2009, the Partnership believes that the carrying amount of its financial instruments approximated their fair value due to the short-term maturity of these instruments.

Note H - Contingencies

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $13,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The properties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. The first ~~arbitrators~~two ~~have~~arbitrations ~~not~~will ~~yet~~take ~~been~~place ~~scheduled~~in December 2009, and the remaining four arbitrations will take place in March and April 2010. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

The Partnership is unaware of any other pending or outstanding litigation matters involving it or its former investment property that are not of a routine nature arising in the ordinary course of business.

Environmental

Various Federal, state and local laws subject property owners or operators to liability for management, and the costs of removal or remediation, of certain hazardous substances present on a property, including lead-based paint. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of the hazardous substances. The presence of, or the failure to manage or remedy properly, hazardous substances may adversely affect occupancy at affected apartment communities and the ability to sell or finance affected properties. In addition to the costs associated with investigation and remediation actions brought by government agencies, and potential fines or penalties imposed by such agencies in connection therewith, the presence of hazardous substances on a property could result in claims by private plaintiffs for personal injury, disease, disability or other infirmities. Various laws also impose liability for the cost of removal, remediation or disposal of hazardous substances through a licensed disposal or treatment facility. Anyone who arranges for the disposal or treatment of hazardous substances is potentially liable under such laws. These laws often impose liability whether or not the person arranging for the disposal ever owned or operated the disposal facility. In connection with the ownership, operation and management of its former property, the Partnership could potentially be liable for environmental liabilities or costs associated with its former property.

Mold

The Partnership is aware of lawsuits against owners and managers of multifamily properties asserting claims of personal injury and property damage caused by the presence of mold, some of which have resulted in substantial monetary judgments or settlements. The Partnership has only limited insurance coverage for property damage loss claims arising from the presence of mold and for personal injury claims related to mold exposure. Affiliates of the Managing General Partner have implemented policies, procedures, third-party audits and training and the Managing General Partner believes that these measures will prevent or eliminate mold exposure and will minimize the effects that mold may have on residents. During 2003, the Partnership completed a rehabilitation project at Plainview Apartments which cost approximately $5,300,000. Part of the rehabilitation project was to address mold abatement conditions with the rest relating to general updating of the property. Because the law regarding mold is unsettled and subject to change, the Managing General Partner can make no assurance that liabilities resulting from the presence of or exposure to mold will not have a material adverse effect on the Partnership’s consolidated financial condition.

Note I – Abandonment of Units

During the year ended December 31, 2008, the number of limited partnership units (the “Units”) decreased by 1 Unit due to a limited partner abandoning his or her Unit. In abandoning his or her Units, a limited partner relinquishes all right, title and interest in the Partnership as of the date of abandonment. The loss per Unit on the accompanying consolidated statements of discontinued operations is calculated based on the number of Units outstanding at June 30, 2009 and September 30, 2008, which was 1,009.50 and 1,010.50, respectively.

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

The Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements in certain circumstances. Certain information included in this Quarterly Report contains or may contain information that is forward-looking, without limitation, statements regarding the Partnership’s future financial performance and the effect of government regulations. Actual results may differ materially from those described in these forward-looking statements and , in addition, will be affected by a variety of risks and factors some of which are beyond the Partnership’s control including, without limitation: national and local economic conditions; the general level of interest rates; the terms of governmental regulations that affect the Partnership and interpretations of those regulations; litigation, including costs associated with prosecuting or defending claims and any adverse outcomes; and possible environmental liabilities, including costs, fines or penalties that may be incurred due to necessary remediation of contamination of properties previously owned by the Partnership. Readers should carefully review the Partnership’s consolidated financial statements and the notes thereto and the other documents the Partnership files from time to time with the Securities and Exchange Commission.

Results of Operations

As of June 30, 2009, the Partnership adopted the liquidation basis of accounting due to the sale of its remaining investment property~~, Plainview Apartments, on June 5, 2009~~. Prior to adopting the liquidation basis of accounting, the Partnership’s net income was approximately $8,625,000 and $8,392,000 for the three and six months ended June 30, 2009, respectively, compared to net loss of approximately $102,000 and $497,000 for the three and six months ended June 30, 2008, respectively. The increase in net income for both the three and six months ended June 30, 2009 is due to the gain from sale of discontinued operations in 2009, partially offset by an increase in loss from discontinued operations.

~~Excluding~~As ~~the~~a ~~impact~~result of the ~~gain~~decision ~~from~~to ~~sale~~liquidate ofthe ~~discontinued operations in 2009~~Partnership, the Partnership’s ~~loss~~changed ~~from~~its ~~discontinued~~basis ~~operations~~of accounting for ~~the~~its ~~three~~consolidated ~~and~~financial ~~six~~statements ~~months~~at ~~ended~~ June 30, 2009 ~~was~~to ~~approximately~~the liquidation ~~$608,000~~basis ~~and~~of ~~$841,000,~~accounting. ~~respectively~~Consequently, ~~compared~~assets tohave ~~approximately~~been ~~$102,000~~valued at estimated net realizable value and ~~$497~~liabilities are presented at their estimated settlement amounts,~~000~~ ~~for~~including ~~the~~estimated ~~three~~costs ~~and~~associated ~~six~~with ~~months~~carrying ~~ended~~out ~~June~~the liquidation ~~30,~~of ~~2008,~~the ~~respectively~~Partnership. The ~~increase~~valuation inof ~~loss~~assets ~~from~~and ~~discontinued~~liabilities necessarily ~~operations~~requires ~~for~~many ~~both~~estimates ~~the~~and ~~three~~assumptions and ~~six~~there ~~months~~are ~~ended~~substantial uncertainties ~~June~~in ~~30,~~carrying ~~2009~~out isthe ~~due~~liquidation. toThe aactual ~~decrease~~realization inof ~~total~~assets and ~~revenues,~~settlement anof ~~increase~~liabilities incould ~~total~~be ~~expenses~~higher or lower than amounts indicated and is based upon the ~~recognition~~Managing General Partner’s estimates as of athe ~~casualty~~date ~~gain~~of ~~during~~the consolidated ~~2008.~~financial statements.

~~Total~~During ~~revenues decreased for both~~ the three ~~and six~~ months ended ~~June~~September 30, 2009 ~~as a result of the sale of the Partnership’s only investment property on June 5~~, ~~2009.~~net ~~Total~~assets ~~expenses~~in ~~increased~~liquidation ~~for~~remained ~~both the three and six months ended June 30~~constant, ~~2009~~ primarily due to anthe ~~increase~~receipt ~~in operating expenses and loss on early extinguishment~~ of ~~debt~~insurance ~~recognized~~proceeds asrelated ato ~~result of~~ the ~~sale~~May of2008 ~~Plainview~~casualty, ~~Apartments (~~as discussed ~~above),~~in ~~partially~~“Note ~~offset~~E by– ~~decreases~~Casualty inEvents” ~~interest~~to ~~and~~the ~~depreciation~~consolidated ~~expenses. The~~financial ~~increase~~statements included in ~~operating~~“Item ~~expense~~1. ~~for~~Financial ~~both~~Statements”, ~~the three~~ and ~~six~~the ~~months~~write isoff ~~primarily~~of ~~due~~estimated liabilities related to ~~increases~~the insale ~~insurance expense, as a result~~ of ~~an increased hazard insurance premium at~~ the property, ~~clean~~partially upoffset ~~expenses~~by ~~associated with storm damage at~~ the write ~~property~~off ~~during~~of ~~2009~~uncollectible receivables and ~~insurance~~an ~~proceeds~~adjustment ~~recorded~~to asamounts apayable ~~reduction~~to affiliates of ~~operating~~the ~~expenses~~Managing inGeneral ~~2008~~Partner, ~~which~~as discussed ~~were~~in ~~received~~Note toC ~~cover emergency expenses related~~ to the ~~May~~consolidated ~~2007~~financial ~~fire~~statements ~~casualty~~included ~~discussed~~in ~~below~~“Item 1. Financial Statements”.

~~Included~~The instatement ~~general~~of ~~and~~net ~~administrative~~assets in ~~expenses~~liquidation ~~for~~as ~~the~~of ~~three~~September ~~and six months ended June~~ 30, 2009 ~~and~~includes ~~2008~~approximately ~~are~~$76,000 ~~management~~of ~~reimbursements~~costs that to the Managing General Partner asestimates ~~allowed~~will ~~under~~be incurred during the ~~Partnership~~period ~~Agreement~~of liquidation, ~~costs~~based ~~associated~~on ~~with~~the assumption that the ~~quarterly~~liquidation ~~and~~process ~~annual~~will ~~communications~~be ~~with~~completed ~~investors~~by ~~and~~June ~~regulatory~~30, ~~agencies~~2010. Because the success in realization of assets and the ~~annual~~settlement ~~audit~~of ~~required~~liabilities is bybased on the ~~Partnership~~Managing ~~Agreement~~General Partner’s best estimates, the liquidation period may be shorter than projected or it may be extended beyond the projected period.

OnThere were ~~May~~no 2,distributions ~~2008, Plainview Apartments suffered fire damages~~ to ~~twelve rental units as a result of an electrical fire. During~~ the ~~year~~partners ~~ended~~during ~~December 31, 2008, it was determined that~~ the ~~actual~~nine ~~cost~~months toended ~~repair~~September ~~the units was approximately $559~~30,~~000.~~ 2009 ~~During~~and 2008~~, the Partnership received insurance proceeds of approximately $463,000, of which approximately $339,000 were held in an escrow account with the mortgage lender as of December 31, 2008~~. The Partnership’s ~~recognized~~cash aavailable ~~casualty~~for ~~gain~~distribution ofwill ~~approximately~~be reviewed ~~$433,000~~on as a ~~result~~quarterly ofbasis. ~~receiving~~It ~~approximately~~is ~~$463,000~~not ofexpected ~~insurance~~that ~~proceeds, offset by approximately $30,000 of undepreciated assets being written off. During~~ the ~~six~~Partnership ~~months~~will ~~ended~~make any ~~June~~distributions ~~30, 2009, payments of $207,000 were made~~ to ~~vendors from~~ the ~~escrow~~partners ~~account~~after ~~held~~fully byliquidating the ~~mortgage lender. During the six months ended June 30, 2009, the~~ Partnership ~~received insurance proceeds of approximately $53,000 related to this casualty~~.

In ~~May~~addition ~~2007,~~to ~~Plainview~~its ~~Apartments~~indirect ownership ~~suffered~~of ~~significant~~the ~~fire~~managing ~~damage~~general topartner ~~one~~interest ofin the ~~property’s buildings. During 2007~~Partnership, ~~the~~AIMCO ~~Partnership~~and its ~~estimated~~affiliates ~~that~~owned ~~the~~440.50 ~~cost~~limited topartnership ~~repair~~units (the ~~building~~“Units”) ~~was~~in ~~approximately~~the Partnership ~~$824,000~~representing 43.64% ~~During~~of the ~~three~~outstanding ~~and~~Units ~~six~~at ~~months~~September ~~ended June~~ 30, ~~2008,~~2009. A itnumber ~~was~~of ~~determined~~these ~~that~~Units ~~the~~were ~~actual~~acquired ~~cost~~pursuant to ~~repair~~tender ~~the~~offers ~~building~~made ~~was~~by ~~approximately~~AIMCO ~~$683,000~~or its affiliates. ~~During~~Pursuant ~~the~~to ~~year ended December 31, 2007,~~ the Partnership ~~received insurance proceeds of approximately $581~~Agreement,~~000~~ ~~for~~unitholders ~~building~~holding ~~replacements.~~a majority ~~During~~of the ~~year~~Units ~~ended~~are ~~December~~entitled ~~31,~~to ~~2007,~~take ~~the~~action ~~Partnership~~with ~~recognized~~respect ato ~~casualty gain of approximately $518,000 as~~ a ~~result~~variety of matters ~~receiving~~that ~~approximately $581~~include,~~000~~ ofbut ~~insurance~~are ~~proceeds~~not ~~offset~~limited ~~by approximately $63~~to,~~000~~ ofvoting ~~undepreciated~~on ~~assets~~certain ~~being~~amendments ~~written off. During~~ to the ~~six~~Partnership ~~months~~Agreement ~~ended~~and ~~June~~voting ~~30,~~to ~~2008,~~remove the ~~Partnership~~Managing ~~received~~General Partner. As ~~additional~~a ~~insurance~~result ~~proceeds~~of ~~related~~its toownership ~~this casualty~~ of ~~approximately~~43.64% ~~$218,000,~~ of ~~which~~the ~~approximately~~outstanding ~~$102~~Units,~~000~~ AIMCO ~~was~~and ~~for~~its ~~building~~affiliates ~~replacements~~are ~~and~~in ~~approximately~~a ~~$116,000~~position ~~covered~~to ~~emergency~~influence ~~repairs~~all ~~expensed~~such invoting decisions ~~2007.~~with ~~The~~respect ~~Partnership~~to ~~recognized~~the anPartnership. ~~additional~~Although ~~casualty~~the ~~gain~~Managing ofGeneral ~~approximately~~Partner owes ~~$106,000~~fiduciary ~~during~~duties to the ~~six~~limited ~~months~~partners ~~ended~~of ~~June~~the 30Partnership, ~~2008~~the asManaging General aPartner ~~result~~also ofowes ~~the~~fiduciary ~~receipt~~duties ofto ~~insurance~~AIMCO ~~proceeds~~as ofits ~~approximately~~sole ~~$102,000~~stockholder. ~~and~~ As a ~~change~~result, in the ~~previous~~duties ~~write off~~ of ~~undepreciated~~the ~~damaged~~Managing ~~assets~~General ofPartner, ~~approximately~~as $4managing general partner,~~000.~~ ~~During~~to the ~~three~~Partnership ~~months~~and ~~ended~~its ~~June~~limited ~~30,~~partners ~~2008,~~may ~~the~~come ~~Partnership~~into ~~also~~conflict ~~received~~with the ~~approximately~~duties ~~$15,000~~of ~~for~~the ~~lost~~Managing ~~rents~~General asPartner ato ~~result~~AIMCO ofas ~~the~~its ~~casualty~~sole stockholder.

~~The~~Critical ~~Partnership is subject to a Limited Liability Entity tax that is based upon the Partnership’s gross receipts in Kentucky.~~ Accounting The Partnership’s property, Plainview Apartments, was subject to local taxes based upon net profits. During the year ended December 31, 2008, the Partnership recorded a deferred tax benefit of approximately $8,000 related to this local tax. During the six months ended June 30, 2009, as a result of the sale of Plainview Apartments, the Partnership recorded a deferred tax benefit of approximately $69,000. In addition, the Partnership recognized current tax expense of approximately $243,000 and $22,000 as a result of the sale, which is reflected as a reduction of gain from sale of discontinued operations and loss from discontinued operations, respectively. The corresponding liabilities are included in taxes payable at June 30, 2009. The Partnership’s deferred tax liability at December 31, 2008 was approximately $69,000 and consisted primarily of temporary differences related to land, buildings and accumulated depreciation.Policies

~~Liquidity~~The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Partnership to make estimates and ~~Capital~~assumptions. ~~Resources~~The Partnership believes that of its significant accounting policies, the following may involve a higher degree of judgment and complexity.

~~The~~Impairment ~~Partnership expects to liquidate during 2010 due to the sale~~ of ~~its remaining investment property (see “Note A – Basis of Presentation” to the consolidated financial statements included in “Item 1. Financial Statements”).~~ Long-Lived Asset

AtInvestment ~~June~~property ~~30,~~was recorded ~~2009~~at cost, ~~the~~less ~~Partnership~~accumulated ~~had~~depreciation, ~~cash~~unless ~~and~~the ~~cash~~carrying ~~equivalents~~amount of the ~~approximately~~asset ~~$629,000,~~was ~~compared~~not torecoverable. If ~~approximately~~events ~~$138,000~~or atcircumstances ~~June~~indicated ~~30,~~that the ~~2008.~~carrying ~~Cash~~amount ~~and~~of ~~cash~~the ~~equivalents~~property ~~increased~~would ~~approximately~~not ~~$553,000~~be ~~from December 31~~recoverable, ~~2008,~~the ~~due~~Partnership made toan ~~approximately~~assessment ~~$4,815,000~~ of ~~cash~~its ~~provided~~recoverability by ~~investing~~comparing ~~activities,~~the ~~partially~~carrying ~~offset~~amount byto ~~approximately~~the Partnership’s ~~$2,795,000~~estimate ~~and $1,467,000~~ of ~~cash~~the ~~used~~undiscounted infuture ~~financing~~cash ~~and~~flows, ~~operating~~excluding ~~activities~~interest charges, ~~respectively. Cash provided by investing activities consisted~~ of ~~net~~the ~~proceeds~~property. If ~~received from~~ the ~~sale~~carrying ofamount ~~Plainview~~exceeded ~~Apartments~~the aggregate ~~and~~undiscounted ~~net~~future ~~withdrawals~~cash ~~from a restricted escrow~~flows, ~~partially~~the ~~offset~~Partnership byrecognized ~~property~~an impairment ~~improvements~~loss ~~and~~to ~~replacements.~~the ~~Cash~~extent ~~used~~the incarrying ~~financing~~amount ~~activities~~exceeded ~~consisted~~the ofestimated ~~repayment~~fair value of ~~advances from an affiliate and~~ the ~~payment of a loan assumption fee~~property. ~~The Partnership invests its working capital reserves in interest bearing accounts.~~

AsReal aproperty ~~result~~investment ofwas subject ~~the~~to ~~decision~~varying todegrees ~~liquidate~~of ~~the~~risk. Several ~~Partnership,~~factors ~~the~~may ~~Partnership~~have ~~changed~~adversely affected ~~its~~the ~~basis~~economic ofperformance ~~accounting~~and ~~for~~value ~~its~~of ~~consolidated~~the ~~financial~~Partnership’s ~~statements~~investment property. atThese ~~June~~factors 30included, ~~2009, to~~but ~~the~~were ~~liquidation~~not ~~basis~~limited ~~of accounting. Consequently~~to, ~~assets~~general ~~have~~economic climate; ~~been~~competition ~~valued~~from atother ~~estimated~~apartment ~~net~~communities ~~realizable value~~ and ~~liabilities~~other ~~are~~housing ~~presented~~options; local atconditions, ~~their~~such ~~estimated~~as ~~settlement~~loss ~~amounts,~~of ~~including~~jobs ~~estimated~~or ~~costs~~an ~~associated~~increase ~~with~~in ~~carrying out~~ the ~~liquidation~~supply of apartments ~~the~~that ~~Partnership.~~might ~~The~~adversely ~~valuation~~affect ofapartment ~~assets~~occupancy ~~and~~or ~~liabilities~~rental ~~necessarily~~rates; changes ~~requires~~in ~~many~~governmental ~~estimates~~regulations and ~~assumptions~~the ~~and~~related ~~there~~cost ~~are~~of ~~substantial~~compliance; increases ~~uncertainties~~ in ~~carrying~~operating ~~out~~costs ~~the~~(including ~~liquidation.~~real ~~The~~estate ~~actual~~taxes) ~~realization~~due ofto ~~assets~~inflation and other ~~settlement~~factors, ofwhich ~~liabilities~~may ~~could~~not be ~~higher~~offset orby ~~lower~~increased ~~than~~rents; ~~amounts~~and ~~indicated~~changes in tax laws and ishousing ~~based~~laws, ~~upon~~including the ~~Managing~~enactment ~~General~~of ~~Partner’s~~rent ~~estimates~~control aslaws ofor ~~the~~other laws ~~date~~regulating ofmulti-family ~~the~~housing. Any ~~consolidated~~adverse changes ~~financial~~in ~~statements~~these factors could have caused impairment of the Partnership’s asset.

In accordance with the liquidation basis of accounting, at June 30, 2009, assets were adjusted to their estimated net realizable value and liabilities were adjusted to their estimated settlement amount. The net adjustment required to convert to the liquidation basis of accounting was a decrease in net liabilities of approximately $2,669,000, which is included in the Consolidated Statement of Changes in Partners’ Deficit/Net Assets in Liquidation. The net adjustment is summarized as follows:Revenue Recognition

	Decrease in
	Net Liabilities
	(in thousands)
Adjustment of other assets and liabilities
(including due to affiliates), net	$ $2,669

The Partnership generally leased apartment units for twelve-month terms or less. The Partnership offered rental concessions during particularly slow months or in response to heavy competition from other similar complexes in the area. Rental income attributable to leases, net of any concessions, was recognized on a straight-line basis over the term of the lease. The Partnership evaluated all accounts receivable from residents and established an allowance, after the application of security deposits, for accounts greater than 30 days past due on current tenants and all receivables due from former tenants.

~~There~~ITEM ~~were no distributions to the partners during the six months ended June 30, 2009 and 2008~~4T. ~~The~~CONTROLS ~~Partnership’s~~AND ~~cash available for distribution will be reviewed on a quarterly basis. It is not expected that the Partnership will make any distributions to the partners after fully liquidating the Partnership.~~PROCEDURES

~~Other~~(a) Disclosure Controls and Procedures.

The InPartnership’s ~~addition~~management, towith ~~its~~the ~~indirect~~participation ~~ownership~~ of the ~~managing~~principal ~~general~~executive officer ~~partner interest in the Partnership, AIMCO~~ and ~~its~~principal ~~affiliates~~financial ~~owned~~officer ~~440.50 limited partnership units (the “Units”) in the Partnership representing 43.64%~~ of the ~~outstanding~~Managing ~~Units~~General ~~at June 30~~Partner, ~~2009.~~who Aare the ~~number~~equivalent of ~~these~~the ~~Units~~Partnership’s ~~were~~principal ~~acquired~~executive ~~pursuant~~officer toand ~~tender~~principal financial ~~offers~~officer, ~~made~~respectively, byhas ~~AIMCO~~evaluated orthe ~~its~~effectiveness ~~affiliates.~~of ~~Pursuant to~~ the Partnership’s ~~Agreement,~~disclosure ~~unitholders~~controls ~~holding~~and aprocedures ~~majority~~(as ofdefined ~~the~~in ~~Units~~Rules ~~are~~13a-15(e) and ~~entitled~~15d-15(e) tounder ~~take~~the ~~action~~Securities ~~with~~Exchange ~~respect~~Act ~~to a variety~~ of ~~matters that include~~1934, ~~but~~as ~~are~~amended ~~not~~(the “Exchange ~~limited~~Act”)) ~~to,~~as ~~voting~~of onthe ~~certain~~end ~~amendments~~of to the ~~Partnership~~period ~~Agreement~~covered ~~and~~by ~~voting~~this ~~to remove the Managing General Partner~~report. As aBased ~~result~~on such ofevaluation, ~~its ownership of 43.64% of~~ the ~~outstanding~~principal ~~Units,~~executive ~~AIMCO~~officer and ~~its~~principal ~~affiliates~~financial ~~are~~officer of ~~in a position to influence all such voting decisions with respect to~~ the ~~Partnership. Although the~~ Managing General Partner, ~~owes~~who ~~fiduciary~~are ~~duties to~~ the ~~limited~~equivalent ~~partners~~ of the Partnership,’s principal ~~the~~executive ~~Managing~~officer ~~General~~and ~~Partner~~principal ~~also~~financial ~~owes~~officer, ~~fiduciary~~respectively, ~~duties~~have concluded tothat, ~~AIMCO~~ as ~~its~~of ~~sole stockholder. As a result,~~ the ~~duties~~end of ~~the~~such ~~Managing General Partner~~period, ~~as managing general partner, to~~ the Partnership’s disclosure controls and ~~its~~procedures ~~limited~~are ~~partners may come into conflict with the duties of the Managing General Partner to AIMCO as its sole stockholder~~effective.

~~Critical~~(b) Changes ~~Accounting~~in ~~Policies~~Internal Control Over Financial Reporting.

~~The~~There ~~consolidated~~has ~~financial~~been no ~~statements~~change ~~are~~in ~~prepared~~the inPartnership’s ~~accordance~~internal ~~with~~control ~~accounting~~over ~~principles~~financial ~~generally~~reporting ~~accepted~~(as defined in ~~the~~Rules ~~United~~13a-15(f) ~~States,~~and ~~which~~15d-15(f) ~~require~~under the ~~Partnership~~Exchange toAct) ~~make~~during ~~estimates~~the fiscal ~~and~~quarter ~~assumptions.~~to ~~The~~which ~~Partnership~~this ~~believes~~report relates that ofhas ~~its~~materially ~~significant accounting policies~~affected, ~~the~~or ~~following~~is reasonably ~~may~~likely ~~involve~~to amaterially ~~higher~~affect, ~~degree~~the ofPartnership’s ~~judgment~~internal ~~and~~control ~~complexity~~over financial reporting.

~~Impairment~~PART ofII ~~Long~~-~~Lived~~ ~~Asset~~OTHER INFORMATION

Investment property was recorded at cost, less accumulated depreciation, unless the carrying amount of the asset was not recoverable. If events or circumstances indicated that the carrying amount of the property would not be recoverable, the Partnership made an assessment of its recoverability by comparing the carrying amount to the Partnership’s estimate of the undiscounted future cash flows, excluding interest charges, of the property. If the carrying amount exceeded the aggregate undiscounted future cash flows, the Partnership recognized an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property.

Real property investment was subject to varying degrees of risk. Several factors may have adversely affected the economic performance and value of the Partnership’s investment property. These factors included, but were not limited to, general economic climate; competition from other apartment communities and other housing options; local conditions, such as loss of jobs or an increase in the supply of apartments that might adversely affect apartment occupancy or rental rates; changes in governmental regulations and the related cost of compliance; increases in operating costs (including real estate taxes) due to inflation and other factors, which may not be offset by increased rents; and changes in tax laws and housing laws, including the enactment of rent control laws or other laws regulating multi-family housing. Any adverse changes in these factors could have caused impairment of the Partnership’s asset.

Revenue Recognition

ITEM 4T. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures.

The Partnership’s management, with the participation of the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, has evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, the principal executive officer and principal financial officer of the Managing General Partner, who are the equivalent of the Partnership’s principal executive officer and principal financial officer, respectively, have concluded that, as of the end of such period, the Partnership’s disclosure controls and procedures are effective.

(b) Changes in Internal Control Over Financial Reporting.

There has been no change in the Partnership’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that has materially affected, or is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously disclosed, AIMCO Properties, L.P. and NHP Management Company, both affiliates of the Managing General Partner, were defendants in a lawsuit, filed as a collective action in August 2003 in the United States District Court for the District of Columbia, alleging that they willfully violated the Fair Labor Standards Act (“FLSA”) by failing to pay maintenance workers overtime for time worked in excess of 40 hours per week (“overtime claims”). The plaintiffs also contended that AIMCO Properties, L.P. and NHP Management Company failed to compensate maintenance workers for time that they were required to be "on-call" (“on-call claims”). In March 2007, the court in the District of Columbia decertified the collective action. In July 2007, plaintiffs’ counsel filed individual cases in Federal court in 22 jurisdictions. In the second quarter of 2008, AIMCO Properties, L.P. settled the overtime cases involving 652 plaintiffs and established a framework for resolving the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel. As a result, the lawsuits asserted in the 22 Federal courts have been dismissed. During the fourth quarter of 2008, the Partnership paid approximately $13,000 for settlement amounts for alleged unpaid overtime to employees who had worked at the Partnership’s investment property. At this time, the 88 remaining “on-call” claims and the attorneys’ fees claimed by plaintiffs’ counsel are not resolved. The parties have selected six “on-call” claims that will proceed forward through the arbitration process and have selected arbitrators. The ~~arbitrators~~first ~~have~~two arbitrations ~~not~~will ~~yet~~take ~~been~~place ~~scheduled~~in December 2009, and the remaining four arbitrations will take place in March and April 2010. The Managing General Partner is uncertain as to the amount of any additional loss that may be allocable to the Partnership. Therefore, the Partnership cannot estimate whether any additional loss will occur or a potential range of loss.

ITEM 6. EXHIBITS

See Exhibit Index.

The agreements included as exhibits to this Form 10-Q contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the other parties to the applicable agreement and:

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

may apply standards of materiality in a way that is different from what may be viewed as material to an investor; and

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. The Partnership acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this Form 10-Q not misleading. Additional information about the Partnership may be found elsewhere in this Form 10-Q and the Partnership’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DAVIDSON DIVERSIFIED REAL ESTATE III, L.P.
	By: Davidson Diversified Properties, Inc.,
	Managing General Partner
Date: August 14, 2009	By: /s/Steven D. Cordes
Date: November 16, 2009	By: /s/Steven D. Cordes
	Steven D. Cordes
	Senior Vice President
Date: August 14, 2009	By: /s/Stephen B. Waters
Date: November 16, 2009	By: /s/Stephen B. Waters
	Stephen B. Waters
	Senior Director

DAVIDSON DIVERSIFIED REAL ESTATE III, LP

EXHIBIT INDEX

Exhibit Number Description of Exhibit

3 Partnership Agreement dated July 8, 1985 and amended as of October 9, 1985 is incorporated by reference to Exhibit A to the Prospectus of the Registrant dated October 28, 1985 as filed with the Commission pursuant to Rule 424(b) under the Act.

3A Second Amendment dated April 1, 1986 to the Partnership Agreement dated July 8, 1985 as amended October 9, 1985 is incorporated by reference to Exhibit 3A to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1986.

4 Certificate of Limited Partnership dated June 28, 1985 is incorporated by reference to Exhibit 4 to the Registrant's Registration Statement on form S-11 (Registration No. 2-99257).

10O Purchase and Sale Contract between Plainview Apartments, L.P., a South Carolina limited partnership, and NTS-Plainview Associates, a Kentucky limited partnership, dated April 6, 2009.* (Incorporated by reference to the Partnership’s Current Report on Form 8-K dated April 6, 2009)

10P First Amendment to Purchase and Sale Contract between Plainview Apartments, L.P., a South Carolina limited partnership, and NTS-Plainview Associates, a Kentucky limited partnership, dated May 6, 2009. (Incorporated by reference to the Partnership's Current Report on Form 8-K dated May 6, 2009)

31.1 Certification of equivalent of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of equivalent of Chief Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of the equivalent of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99A Agreement of Limited Partnership for Davidson III GP Limited Partnership between Davidson Diversified Properties, Inc. and Davidson Diversified Real Estate III entered into on September 15, 1993.

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