DEBT STRATEGIES FUND III, INC.
July 31, 1998
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Debt Strategies Fund III, Inc.,
Pre-Effective Amendment No. 1 to
Registration Statement on Form N-2
(Securities Act File No. 333-57073)
(Investment Company Act File No. 811-08823)
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Ladies and Gentlemen:
Pursuant to Rule 497(j) under the Securities Act of 1933, as amended
(the "1933 Act"), Debt Strategies Fund III, Inc. (the "Fund") hereby certifies
that:
(1) the form of Prospectus that would have been filed pursuant to
Rule 497(c) under the 1933 Act would not have differed from
that contained in Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-2; and
(2) the text of Pre-Effective Amendment No. 1 to the Fund's
Registration Statement on Form N-2 was filed electronically
with the Securities and Exchange Commission on July 28, 1998.
Very truly yours,
DEBT STRATEGIES FUND III, INC.
/s/ George D. Pelose
By: George D. Pelose
Assistant Secretary
