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)  October 15, 1998
                                                  ------------------------------


                     BOETTCHER WESTERN PROPERTIES III LTD.
- --------------------------------------------------------------------------------
            (Exact name of Registrant as specified in its charter)


COLORADO                                0-11502                   84-0911344
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(State or other jurisdiction     (Commission File Number)       (IRS Employer
of incorporation)                                            Identification No.)


77 West Wacker Drive                  Chicago, IL                      60601
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(Address of principal executive office)                             (Zip code)


Registrant's telephone number, including area code  (312) 574-6000
                                                    ----------------------------

                                      N/A
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         (Former name or former address, if changed since last report)

 

Item 5. Other Events

On August 20, 1998, the Partnership distributed $599,940 to limited partners out
of existing Partnership cash reserves.

As previously reported, the Partnership had been in contact with the California
State Water Resources Control Board ("CSWRCB") regarding reimbursement for
environmental expenses incurred during its ownership of Venetian Square Shopping
Center.

On September 24, 1998 the Partnership received $208,366 in settlement of its
claim for reimbursement. The funds received from the CSWRCB and the remaining
Partnership cash reserves (after repayment of its outstanding liabilities) were
distributed to limited partners on October 15, 1998 as follows:


                                                                
     Funds received from CSWRCB                                    $ 208,366
     Cash reserves                                                   292,124
                                                                   ---------
            Total cash reserves                                      500,490
 
     Less: Payable to Managing General Partner                      (204,718)
             Final accounts payable                                   (5,189)
 
     Add: Negative capital account of Managing General Partner        98,378
                                                                   ---------
          Net cash available for final distribution                $ 388,961

          Per Limited Partnership Unit                             $   17.68
                                                                   =========


Upon payment of the costs of liquidation, liabilities of the Partnership and the
final cash distribution to the Limited Partners, all assets of the Partnership
have been accounted for and reduced to cash and all liabilities of the
Partnership paid or otherwise provided for by the Partnership and the Managing
General Partner.

On October 23, 1998, the Managing General Partner filed a Certificate of
Cancellation of the Certificate of Limited Partnership of the Partnership with
the Colorado Secretary of State.

On October 27, 1998, the General Partner mailed this Form 8-K to all Limited
Partners and this Form 8-K shall constitute the statement to the Limited
Partners as required by Section XIII(3) of the Amended and Restated Partnership
Agreement of the Partnership. The Managing General Partner intends to file a
Form 15 (Certification and Notice of Termination of Registration Under Section
12(g) of the Securities and Exchange Act of 1934) with the Securities and
Exchange Commission on October 30, 1998.

The Partnership is now dissolved and all of its assets have been distributed in
liquidation and dissolution of the Partnership and liabilities of the
Partnership paid or otherwise provided for.

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Item 7. Financial Statements and Exhibits



     Exhibits
            
     10.19     Statement of Operations for the period from July 1, 1998 through
               September 30, 1998

     10.20     Statement of Operations for the period from October 1, 1997
               through September 30, 1998

     10.21     Statement of Cash Flows for the period from October 1, 1997
               through September 30, 1998


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                                   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 thereunto duly authorized.

 

                         BOETTCHER WESTERN PROPERTIES III LTD.
                         -------------------------------------
                                    (Registrant)

                              By:   Boettcher Properties, Ltd.
                                    Managing General Partner

                              By:   BPL Holdings, Inc.
                                    General Partner

Dated: October 27, 1998             By:  /s/ Thomas M. Mansheim
                                         ----------------------
                                         Treasurer; Principal Financial
                                         and Accounting Officer of the
                                         Partnership

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