NTS PROPERTIES III
8-K, 1996-12-17
REAL ESTATE
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                                  UNITED STATES

                       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):   December 17, 1996
                              (December 17, 1996)


Commission File Number                        0-11176

                              NTS-PROPERTIES III
            (Exact name of registrant as specified in its charter)

          Georgia                                   61-1017240
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)            

   10172 Linn Station Road
   Louisville, Kentucky                               40223
(Address of principal executive                    (Zip Code)
offices)

Registrant's telephone number,
including area code                              (502) 426-4800

                              Not Applicable
           Former name, former address and former fiscal year,
                       if changed since last report




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Item 5.      Other Items

             The lease for Aetna Life Insurance  Company,  the largest tenant of
             Triad North, occupying nearly 65% of the building, expires in 1997.
             Of the NTS-Properties III total revenue,  Aetna accounts for nearly
             22%.  Aetna has requested a one year extension on its leased space.
             It is the  judgement  of the  General  Partner of the  Partnership,
             considering  the publicity about Aetna's  downsizing,  the one year
             extension  will be all that can be  anticipated.  If correct and if
             Aetna vacates the property,  there will be a protracted  period for
             the property to become fully  leased  again and  substantial  funds
             will  likely be needed  for  leasing  expenses,  especially  tenant
             finish improvements.

             Accordingly,  to  conserve  funds  in  anticipation  of the loss of
             Aetna,  repurchase of Limited  Partnership Units has been suspended
             effective  December 17, 1996.  In addition,  distributions  will be
             suspended starting December 31, 1996.






















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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 thereunto duly authorized.


                                        NTS-PROPERTIES III
                                            (Registrant)

                                  BY:    NTS-Properties Associates
                                         BY:   NTS Capital Corporation,
                                               General Partner


                                               /s/John W. Hampton
                                               John W. Hampton
                                               Senior Vice President - Finance


Date:    December 17, 1996




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