DEBT STRATEGIES FUND III INC
8-A12B, 1998-07-31
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-A

          FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO
          SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

                         DEBT STRATEGIES FUND III, INC.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


          Maryland                                   Applied For
    -----------------------                       -------------------
    (STATE OF INCORPORATION                         (IRS EMPLOYER 
        OR ORGANIZATION)                          IDENTIFICATION NO.)


Debt Strategies Fund III, Inc.                            08536
800 Scudders Mill Road                               ----------------
Plainsboro, New Jersey                                  (ZIP CODE)
- ----------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

  TITLE OF EACH CLASS TO BE              NAME OF EACH EXCHANGE ON WHICH EACH
        SO REGISTERED                          CLASS IS TO BE REGISTERED
- --------------------------               -----------------------------------
Shares of Common Stock,                      New York Stock Exchange
par value $.10 per share



SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

None



ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

         The  section   captioned   "Description   of  Capital   Stock"  in  the
Registrant's  prospectus  dated July 28, 1998 forming a part of the Registrant's
Registration   Statement  on  Form  N-2  (No.   333-57073)  (the   "Registration
Statement"),   as  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission") on July 28, 1998, is incorporated herein by reference.



ITEM 2.  EXHIBITS.

(I) The following exhibits have been filed with the Commission:

                  (1)      Form of Certificate for Common Stock.*
                  (2)      Portions  of the  Charter  and the  By-Laws of the
                  Registrant defining the rights of holders of Common Stock**

(II) The  following  exhibits  are to be filed with the New York Stock  Exchange
only:

                  (1)      Not applicable.
                  (2)      Not applicable.
                  (3)      Not applicable.
                  (4)      (a) Charter of the Registrant.
                           (b) By-Laws of the Registrant.
                  (5)  Specimen Certificate for Common Stock.
                  (6)  Not applicable.

- --------------
*   Incorporated by reference to Exhibit (d)(2) to the Registration Statement.
**  Incorporated by reference to Exhibit (d)(1) to the Registration Statement.



                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the Registrant  has duly caused this  Registration  Statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                          DEBT STRATEGIES FUND III, INC.
                                          (Registrant)


                                          By: /s/ Arthur Zeikel
                                              -----------------
                                                 Arthur Zeikel
                                                 President

July 31, 1998


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