Form 8-K/A - CURRENT REPORT

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                   FORM 8-K/A


                                 CURRENT REPORT


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

         Date of Report (Date of earliest event reported) December 13, 2002

                               SHELTER PROPERTIES III
               (Exact name of registrant as specified in its charter)


            South Carolina            0-10260                 57-0718508
      (State or other jurisdiction  (Commission            (I.R.S. Employer
            incorporation)          File Number)        Identification Number)

                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


                         (Registrant's telephone number)
                                 (864) 239-1000

                                       N/A

           (Former Name or former address, if changed since last report)

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant hereby amends Item 7. Financial statements and exhibits of its report
on Form 8-K,  dated  December 13, 2002 (filed with the  Securities  and Exchange
Commission on December 27, 2002) as set forth in the pages attached hereto.






Item 7.     Financial Statements and Exhibits


(b) Pro forma financial information


The following unaudited pro forma consolidated statements of operations reflects
the operations of Shelter  Properties III (the "Partnership" or "Registrant") as
if North River Village  Apartments  had been sold January 1, 2001 (in thousands,
except per unit data).

The pro forma consolidated financial statements do not project the Partnership's
results of  operations  at any future  date or for any future  period.  This pro
forma  information  should be read in conjunction  with the  Partnership's  2001
Annual Report on Form 10-KSB.

                  PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS




                                                         Nine Months     Nine Months
                                                            Ended           Ended
                                                        September 30,   September 30,
                                                             2002            2001

                                                                    
Total revenues                                             $ 3,258        $ 3,299
Total expenses                                               3,264          3,416

Net loss                                                        (6)          (117)

Net loss per limited partnership unit                      $ (0.11)       $ (2.11)





                                    SIGNATURE


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



                                    SHELTER PROPERTIES III


                                    By:   Shelter Realty III Corporation
                                          Corporate General Partner

                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President

                                 Date:    February 26, 2003