SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 8-K
                                 CURRENT REPORT
           PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

        Date of Report (Date of earliest event reported): May 27, 2004

                               JETFLEET III
             (Exact name of Registrant as specified in its charter)

     CALIFORNIA                                          94-3208983
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)


                          1440 Chapin Avenue, Suite 310
                              Burlingame, CA 94010
               (Address of principal executive offices) (Zip Code)

                                  650-340-1880
               (Registrant's telephone number including area code)

                                 Not applicable
         (Former name and former address. if changed since last report)






 Item 5. Other Events


               On May 27, 2004, as previously  agreed to by the Company pursuant
               to a letter  agreement with Wells Fargo Bank Northwest,  National
               Association,  as Indenture  Truste (the "Trustee") dated April 8,
               2004 , the Company  entered into  agreements  with  Trustee,  and
               Wells Fargo Bank, National Association ("Assignee"), transferring
               to Assignee all of the Company's right, title and interest in, to
               and  under,   the  Company's   aircraft   portfolio  and  related
               agreements.   Pursuant  to  the  agreements,   the  Company  also
               transferred  all remaining  cash funds to the Trustee.  Upon such
               transfer  in lieu of  foreclosure,  the  Trustee  has now assumed
               responsibility  for liquidating the assets and  distributing  net
               proceeds  to the  Company's  Bondholders  in  repayment  of  out-
               standing Bondholder Indebtedness.


SIGNATURES

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, thereto duly authorized.

 Date: June 2, 2004

 JETFLEET III

 By: /s/ Neal D. Crispin

 Neal D. Crispin,
 Chairman of the Board and President


Exhibits:

        10.1    Form of Letter Agreement, dated April 8, 2004, between the
                Company and Wells Fargo Bank, Northwest, as Indenture Trustee
                (incorporated herein by reference to Exhibit 10.1 to the
                Company's  Quarterly Report on Form 10KSB, for the  quarter
                ended March 31,  2004

        10.2    Form of Transfer Agreement,dated May 27, 2004,  between the
                Company, the Trustee and Assignee for S/N 696


        10.3    Form of Transfer Agreement,dated May 27, 2004,  between the
                Company, the Trustee and Assignee for S/N 106

        10.4    Form of Transfer Agreement,dated May 27, 2004,  between the
                Company, the Trustee and Assignee for S/N 751

        10.5    Form of Transfer Agreement,dated May 27, 2004,  between the
                Company, the Trustee and Assignee for S/N 024

        10.6    Form of Transfer Agreement,dated May 27, 2004,  between the
                Company, the Trustee and Assignee for S/N 640