U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C.  20549
                               __________________

                                    FORM 8-K
                                 CURRENT REPORT
          Pursuant to Section 13 or 15(d) of the Securities Act of 1934



Date of Report (Date of earliest event reported):   JANUARY 31, 1999
                                                 -----------------------



 PERFORMANCE ASSET MANAGEMENT FUND III, LTD., A CALIFORNIA LIMITED PARTNERSHIP
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


            CALIFORNIA           0-28764               33-0526128
            ----------           --------           -------------------
         (State or other        (Commission          (I.R.S. Employer
           Jurisdiction         File Number)        Identification No.)
         of incorporation)


     222 SOUTH HARBOR BLVD., SUITE 400
           ANAHEIM, CALIFORNIA                           92805
   ----------------------------------------           -----------
   (Address of principal executive offices)            (Zip Code)


Registrant's telephone number, including area code:    (714) 502-3780
                                                   ---------------------


         4100 NEWPORT PLACE, SUITE 400, NEWPORT BEACH, CALIFORNIA 92660
  -----------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



ITEM 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE

As  previously  reported  to  the  Commission, on December 23, 1998, Performance
Asset  Management  Fund  III,  Ltd.,  a  California  limited  partnership  (the
"Company"),  filed  a  voluntary petition for reorganization under Chapter 11 of
the  U.S. Bankruptcy Code (the "Code"). The filing was made in the United States
Bankruptcy  Court  for  the Central District of California (the "Court") in Case
No.  SA  98-27040-RA.

On  February  4,  2002,  six entities, including the Company, emerged from their
cases  under  Chapter  11  of  the  Bankruptcy  Code  pursuant  to  a  plan  of
reorganization  by transferring their assets and liabilities to one entity named
Performance Capital Management, LLC ("PCM"). Pursuant to Rule 12g-3(a) under the
Securities  Exchange  Act  of  1934,  as amended, PCM is the successor reporting
issuer to the Company. PCM's filings with the Commission may be accessed through
the  Commission's  web  site,  www.sec.gov.
                               -----------

On  December  30,  1998, the Court appointed a Trustee to administer the Company
and  its  affairs  during  the  bankruptcy  proceeding.

The Company filed monthly reports with the Court pursuant to Rule 2015 under the
United  States  Bankruptcy  Code  for the months of January 1999 through January
2002  (the "Monthly Reports"). During the bankruptcy proceeding, the Trustee did
not  file  the  Monthly  Reports with the Commission. PCM recently requested and
received  copies  of  the  Monthly Reports from the Trustee, copies of which are
attached hereto as exhibits. Copies of any bank statements originally filed with
the  Bankruptcy  Court  as  part  of  the Monthly Reports have been omitted from
Exhibits  99.1  through  99.37.

As  the  successor  reporting issuer, PCM is filing the Monthly Reports attached
hereto  as Exhibits 99.1 to 99.37 in order to fill gaps in the public disclosure
records  of  the  Company.  PCM  believes  it  has accurately retrieved true and
correct  copies  of  the  Monthly  Reports  filed  by  the  Trustee. PCM did not
participate  in  the preparation of the Monthly Reports, makes no representation
concerning  their content or accuracy and expressly disclaims any responsibility
for  their content or accuracy. PCM cautions readers not to place undue reliance
upon  the  information  contained  in  the  Monthly Reports. The Monthly Reports
contain  information  that  has  not  been  audited  or  reviewed by independent
accountants,  is  limited  in  scope,  covers  a limited time period and is in a
format  prescribed  by the applicable bankruptcy laws. There can be no assurance
that the Monthly Reports are complete. The information in the Monthly Reports is
not  indicative  of  PCM's  financial  condition or operating results for future
periods.  PCM  does not undertake any obligation to update or revise the Monthly
Reports.


                                        1

ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

(c)  Exhibits.

    Exhibit
    Number     Description
    ------     -----------

     99.1      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  January  1999

     99.2      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  February  1999

     99.3      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  March  1999

     99.4      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  April  1999

     99.5      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  May  1999

     99.6      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  June  1999

     99.7      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  July  1999

     99.8      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  August  1999

     99.9      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  September  1999

     99.10     Monthly Reports of Performance Asset Management Fund III, Ltd.
               for October  1999

     99.11     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  November  1999

     99.12     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  December  1999

     99.13     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  January  2000

     99.14     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  February  2000


                                        2

     99.15     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  March  2000

     99.16     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  April  2000

     99.17     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  May  2000

     99.18     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  June  2000

     99.19     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  July  2000

     99.20     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  August  2000

     99.21     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  September  2000

     99.22     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  October  2000

     99.23     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  November  2000

     99.24     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  December  2000

     99.25     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  January  2001

     99.26     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  February  2001

     99.27     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  March  2001

     99.28     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  April  2001

     99.29     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  May  2001

     99.30     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  June  2001


                                        3

     99.31     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  July  2001

     99.32     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  August  2001

     99.33     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  September  2001

     99.34     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  October  2001

     99.35     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  November  2001

     99.36     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  December  2001

     99.37     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  January  2002



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the  registrant  has duly caused this Form 8-K to be signed on its behalf by the
undersigned,  hereunto  duly  authorized.

                                  PERFORMANCE ASSET MANAGEMENT FUND III, LTD.

                                  By PERFORMANCE CAPITAL MANAGEMENT, LLC,
                                  Its Successor Reporting Issuer



   April 23, 2003                   By:  /s/ David J. Caldwell
- --------------------                   -------------------------------------
       (Date)                            Name:  David J. Caldwell
                                              ------------------------------
                                          Its:  Chief Operating Officer
                                              ------------------------------


                                        4

                                  EXHIBIT INDEX


Exhibit
Number     Description
- ------     -----------

99.1      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  January  1999

99.2      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  February  1999

99.3      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  March  1999

99.4      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  April  1999

99.5      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  May  1999

99.6      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  June  1999

99.7      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  July  1999

99.8      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  August  1999

99.9      Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  September  1999

99.10     Monthly Reports of Performance Asset Management Fund III, Ltd. for
          October  1999

99.11     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  November  1999

99.12     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  December  1999

99.13     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  January  2000

99.14     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  February  2000

99.15     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
               for  March  2000

99.16     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  April  2000

99.17     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  May  2000

99.18     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  June  2000

99.19     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  July  2000

99.20     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  August  2000

99.21     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  September  2000

99.22     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  October  2000



99.23     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  November  2000

99.24     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  December  2000

99.25     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  January  2001

99.26     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  February  2001

99.27     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  March  2001

99.28     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  April  2001

99.29     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  May  2001

99.30     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  June  2001

99.31     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  July  2001

99.32     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  August  2001

99.33     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  September  2001

99.34     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  October  2001

99.35     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  November  2001

99.36     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  December  2001

99.37     Monthly  Reports  of  Performance Asset Management Fund III, Ltd.
          for  January  2002