UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16
Form 4 or Form 5 obligations may continue. See Instructions 1(b)
1. Name and Address of Reporting Person
Mark T. Thatcher
C/O Oak Brook Capital III, Inc.
1250 Turks Head Building
Providence, RI 02903
US
2. Issuer Name and Ticker or Trading Symbol
Oak Brook Capital III, Inc.
Issuer not trading on any medium of exchange
3. IRS or Social Security Number of Reporting Person (Voluntary)
N/A
4. Statement for Month/Year
May 20, 2000
5. If Amendment, Date of Original (Month/Year)
May 10, 2000
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director (X) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
President and 10% Owner
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
__________________________________________________________________________________________________________________________________
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
__________________________________________________________________________________________________________________________________
1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of | |7.Nature of Indirect
| Transaction | or Disposed of (D) | Securities |6.Dir | Beneficial Ownership
| | | | Beneficially |ect |
| | | | | | | Owned at End |(D)or |
| | | | | A/| | of Issuer's |Indir |
| Date |Code|V| Amount | D | Price | Fiscal Year |ect(I)|
__________________________________________________________________________________________________________________________________
<S> <C> <C> <C><C> <C> <C> <C> <C> <C>
COMMON STOCK (voting) |05/15/|J | | 4,671,650*** |D | $1.00 | 552,600 |D |N/A
|00 | | | | | | | |
----------------------------------------------------------------------------------------------------------------------------------
__________________________________________________________________________________________________________________________________
<CAPTION>
__________________________________________________________________________________________________________________________________
Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
___________________________________________________________________________________________________________________________________|
1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or |
|Deriva- | | | |Date |Expir| | |ficially |Ind|
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire|
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct |
|rity |Date |Code|V| Amount | |ble | | | |Year |(I)|
___________________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
-----------------------------------------------------------------------------------------------------------------------------------
| | | | | | | | | | | | | |
___________________________________________________________________________________________________________________________________
</TABLE>
Explanation of Responses
*** Since May 08, 2000 (the date of the original Form 5 filing),
the reporting person has transferred this equity position
to the Treasury of the Issuer. Amended equity positions
are hereby reported in the table below in transactions
summarized as follows:
<TABLE>
<CAPTION>
Name Date of Shares Aggregate Purchase Number of
Transfer Transfer Price Shares Owned
Price as of this Date
<S> <C> <C> <C> <C> <C>
Mark Thatcher 05/15/00 4,671,650 $1.00(1) $1.00 552,600
</TABLE>
(1) In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of
shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares without any quantity
limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an
affiliate of the Issuer.
Each of the sales listed above was made for cash. Sales were made in
reliance upon the exemption from registration offered by Section 4(2)
of the Securities Act of 1933. The reporting person had access to
pertinent information enabling them to ask informed questions. The
shares were issued without the benefit of registration. An appropriate
restrictive legend is imprinted upon each of the certificates
representing such shares, and stop-transfer instructions have been
entered in the Issuer's transfer records. All such sales were effected
without the aid of underwriters, and no sales commissions were paid.
-----------------------------------------------------------------------------
SIGNATURE OF REPORTING PERSON
/s/ Mark Thatcher
DATE
May 20, 2000
