Mail Stop 3561



								April 24, 2006



Timothy P. Halter, President
BTHC III, Inc.
12890 Hilltop Road
Argyle, Texas  76226

      Re:	BTHC III, Inc.
		Registration Statement on Form 10-SB
      Filed April 4, 2006
		File No. 0-51891

Dear Mr. Halter:

	We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.








Comments

1. We direct your attention to the letter of January 21, 2000 to
Mr.
Ken Worm, Assistant Director of the OTC Compliance Unit at NASD.
This
letter
      indicates our view that the securities issued by a blank
check
company
      cannot be resold under Rule 144 or Section 4(1) of the Act,
but
shares held
by individuals in the capacity of management, affiliates, control
persons and         promoters must be registered with the
Commission
before resale under the Securities Act of 1933.   Please revise
the
disclosure in the registration statement to provide specific
reference to this letter and its contents as it relates to
previously
issued blank check securities.

2. Under the appropriate caption, please include a discussion of
prior blank check experience involving officers and directors of
the
Company.   Describe in column format the name of each company.
Include the date of registration and file numbers with the
Commission, and the current status of the company`s filings.
Also,
state whether any acquisitions, business combinations, or mergers
are
pending, have occurred and the current operating status of each.

	3.  Please modify the registration statement to place the
signature page at the end 	   	     of the registration
statement, and the financial statements before the signature
page.  Your attention is directed to the Form 10-SB registration
statement 		     requirements of the Federal Securities
Laws.

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	All persons who are by statute responsible for the adequacy
and
accuracy of the registration statement are urged to be certain
that
all information required under the Securities Exchange Act of 1934
has been included.  Additionally, this filing will become
effective
through lapse of time after 60 days from the date of filing, and,
apparently will do so in a defective form.  If this filing should
become effective in its present form and you have not satisfied
the
comments in this letter, the Division would be required to
consider









what recommendation, if any, it should make to the Commission.
You
may wish to withdraw the registration statement prior to
effectiveness or respond to these comments by the filing of an
amended electronic submission on EDGAR on Form 10SB12/GA within 15
business days of this letter or inform the staff when such
amendment
will be forthcoming.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may contact Goldie B. Walker, Financial Analyst, at
(202)
551-3234 or me at (202) 551-3790 with any questions.

						Sincerely,



								Michael E. Karney
								Branch Chief (Legal)



Timothy P. Halter, President
BTHC III, Inc.
April 24, 2006
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