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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) JUNE 7, 1996
PAINEWEBBER R&D PARTNERS III, L.P.
(Exact Name of Registrant as Specified in Charter)
Delaware 33-35938 13-3588219
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation) File Number) Identification No.)
1285 Avenue of the Americas, New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 713-2000
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5
PAINEWEBBER R&D PARTNERS III, L.P.
On June 7, 1996 Mr. Eugene M. Matalene, Jr. resigned as
President and a member of the Board of Directors of PaineWebber
Development Corporation ("PWDC"). PWDC is the general partner and
manager of PaineWebber R&D Partners III, L.P.
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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 hereunto duly authorized.
PAINEWEBBER R&D PARTNERS III, L.P.
(Registrant)
By: PaineWebber Development Corporation
(General Partner)
Date: JUNE 18, 1996 By:
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Vice President