DELPHI FILM ASSOCIATES III
10-Q, 1996-05-14
MOTION PICTURE & VIDEO TAPE PRODUCTION
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                        UNITED STATES
                              
             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549
                              
                          FORM 10-Q
                              
       X Quarterly Report Under Section 13 or 15(d) of
             the Securities Exchange Act of 1934
            For the Quarter Ended March 31, 1996
                              
                             OR
                              
  ___ Transition Report Pursuant to Section 13 or 15(d) of
             the Securities Exchange Act of 1934
    For the transition period from __________to__________
                              
               Commission File Number 0-13158
                              
                 DELPHI FILM ASSOCIATES III
   (Exact name of registrant as specified in its charter)
                              
          New York                      13-3177344
 (State or other jurisdiction of              (IRS Employer
 incorporation or organization)          Identification No.)
                              
        666 Third Avenue, New York, New York    10017
   (Address of principal executive offices)     (Zip Code)

                       (212) 983-9040
    (Registrant's telephone number, including area code)


     Indicate by check mark whether the registrant (1) has
filed all reports
     required to be filed by Section 13 or 15(d) of the
Securities Exchange
     Act of 1934 during the preceding 12 months (or for such
shorter period
     that the registrant was required to file such reports),
and (2) has been
     subject to such filing requirements for the past 90
days.

                              Yes  X         No____

<PAGE>
                 DELPHI FILM ASSOCIATES III
              (A New York Limited Partnership)
                       BALANCE SHEETS
                       (000's Omitted)
                          Unaudited
<TABLE>
<CAPTION>

                                   March     December
                                31,         31,
                                            
                                1996        1995
                                            
<S>                             <C>         <C>
ASSETS                                                
Cash                                     $           $
                                       164         155
Short-Term Investments               1,118         986
Receivable from Columbia-Delphi                       
III
  Productions                          678         640
Receivable from Tri-Star-Delphi                       
III
  Productions                          463         503
Interest in Motion Picture                            
Venture-Columbia-
  Delphi III Productions               118         132
Interest in Motion Picture                            
Venture-Tri-Star-
  Delphi III Productions                              
                                       436         456
                     Total               $           $
Assets                               2,977       2,872
                                                      
LIABILITIES AND PARTNERS'                             
CAPITAL
                                                      
Liabilities:                                          
  Accrued Expenses and Accounts          $           $
Payable                                 34          55
                      Total                           
Liabilities                             34          55
                                                      
Partners' Capital (Note 2):                           
  General Partner                       71          70
   Limited Partners                                   
                                     2,872       2,747
                                                      
                       Total                          
Partners' Capital                    2,943       2,817
                                                      
                       Total                          
Liabilities and Partners'
                                         $           $
Capital                              2,977       2,872
                                                      

     See accompanying notes to the financial statements.

</TABLE>

<PAGE>
                 DELPHI FILM ASSOCIATES III
              (A New York Limited Partnership)
                  STATEMENTS OF OPERATIONS
        (000's Omitted, except net  profit per unit)
                          Unaudited

<TABLE>
<CAPTION>

                                              For the Three
Months Ended March 31,
                                                        1996
1995
<S>                      <C>    <C>
Interest Income               $       $
                             13      16
                                       
Expenses:                              
    Operating Expenses                 
                             63      61
                                       
                             63      61
                                       
Loss before Share of                   
Profit
  in Motion Picture        (50)    (45)
Ventures
Share of Profit in                     
Motion Picture
  Venture--Columbia-                   
Delphi III
   Productions               99        
                                     18
Share of Profit in                     
Motion Picture
    Venture--Tri-Star-                 
Delphi III
     Productions                       
                             77     181
                                       
Net  Profit                   $       $
                            126     154
                                       
Net  Profit Per Unit of                
  Limited Partnership                  
Interest
   (9,702 Units)              $       $
                             13      16



     See accompanying notes to the financial statements.
                              

</TABLE>
<PAGE>
                              
                              
                 DELPHI FILM ASSOCIATES III
              (A New York Limited Partnership)
                  STATEMENTS OF CASH FLOWS
                       (000's Omitted)
                          Unaudited
<TABLE>
<CAPTION>

For the Three Months Ended March 31,

   1996                               1995
<S>
<C>                           <C>
Cash Flow From Operating                                  
Activities:
Net Profit                                   $           $
                                           126         154
Adjustments to reconcile Net                              
Profit to net cash
   provided by operating                                  
activities:
    Share of Profit in Motion                             
Picture
      Ventures                           (176)       (199)
     Distributions from Joint              210         218
Ventures
     Changes in Assets and                                
Liabilities:
        Decrease (Increase) in                            
Receivables from
          Joint Ventures, net                2        (30)
        Decrease in Accrued                               
Expenses and
          Accounts Payable                                
                                          (21)        (13)
                                                          
        Net Cash Provided  by                             
Operating
           Activities                                     
                                           141         130
                                                          
Cash Flow From Investing
Activities:
Purchases of Short-Term                  (619)       (631)
Investments
Redemptions of Short-Term                                 
Investments                                487         484
                                                          
   Net Cash Used  by Investing                            
     Activities                                           
                                         (132)       (147)
                                                          
Increase (Decrease) In Cash                  9        (17)
Cash at beginning of period                               
                                           155         132
                                                          
Cash at end of period                        $           $
                                           164         115
                              
                              
     See accompanying notes to the financial statements.
</TABLE>
<PAGE>
                              


                 DELPHI  FILM ASSOCIATES III
              (A New York Limited Partnership)
                NOTES TO FINANCIAL STATEMENTS
                          Unaudited
                              
1.  Basis of Presentation

    The accompanying unaudited financial statements have

been prepared in accordance with generally accepted

accounting principles for interim financial information.

They do not include all information and notes required by

generally accepted accounting principles for complete

financial statements.  There has been no material change in

the information disclosed in the notes to financial

statements of the Partnership included in the Annual Report

on Form 10-K for the year ended December 31, 1995.  The

information furnished includes all adjustments which are, in

the opinion of management, necessary to present fairly the

financial position of the Partnership as of March 31, 1996

and the results of operations and cash flows for the periods

ended March 31, 1996 and 1995.  Results of operations for

the period ended March 31, 1996 are not necessarily

indicative of the results that may be expected for the

entire fiscal year.

2.  Current Operations

    As of March 31, 1996, all thirty-four films in which

the Partnership has an interest had been released.  All of

these films have completed their theatrical release and are

being distributed in various ancillary markets.

    As of March 31 1996, the Partnership received in the

aggregate approximately $531,000 and $1,503,000 from the

Columbia Joint Venture and the Tri-Star Joint Venture,

respectively, which represents accrued distribution fees

paid with respect to the Distribution Fee Reduction

Payments.  These payments are net of amounts withheld by

each Distributor for the recoupment of the Advances.   Since

these Distribution Fee Reduction Payments were not

sufficient to enable either Joint Venture to recoup amounts

spent by the respective Joint Venture for the production of

films and the acquisition of interests in films (excluding

amounts spent for payments in the nature of interest) (the

"Expenditures"), each Distributor is required to pay to each

Joint Venture an amount equal to all subsequent distribution

fees earned by it from the distribution of films on behalf

of that Joint Venture up to that Joint Venture's unrecouped

Expenditures.  If the Joint Ventures are able to recoup

their Expenditures, each of the Distributors would be

entitled to recoup these payments, with interest, from

amounts thereafter otherwise payable to the Partnership.

    Based on the anticipated performance of the

Partnership's films, each Distributor is required to

continue making Distribution Fee Reduction Payments with

respect to its films.  Accordingly, the Partnership's share

of distribution fees earned and expected to be earned by the

Distributors as of March 31, 1996 of approximately $45,000

and $358,000 have been accrued by the Partnership as a

receivable from the Columbia Joint Venture and the Tri-Star

Joint Venture, respectively.

    For the purpose of computing the net  profit per unit,

the net  profit for the period is allocated  99% to the

limited partners and 1% to the General Partner.

3.  Additional Information

    Additional information, including the audited year end

1995 Financial Statements and the Summary of Significant

Accounting Policies, is included in the Partnership's Annual

Report on Form 10-K for the year ended December 31, 1995 on

file with the Securities and Exchange Commission.




<PAGE>
Management's Discussion and Analysis of Financial Condition
And Results of Operations

a.  Financial Condition


    The Partnership has fully satisfied its commitments to

contribute funds to the Joint Ventures for the production

of, and acquisition of interests in, films.  At March 31,

1996, the Partnership held cash of approximately $164,000

and short-term investments of approximately $1,118,000.

    Based on the performance of the films released through

the Columbia Joint Venture and the Tri-Star Joint Venture,

as of  March 31,1996, the Distributors made Distribution Fee

Reduction Payments with respect to their films of which

approximately $531,000 and $1,503,000, respectively, was

allocated to the Partnership.  The payments are net of

amounts withheld by the Distributor for the recoupment of

Advances.  Since these payments were not sufficient to

enable either Joint Venture to recoup its Expenditures, each

Distributor is required to pay its respective Joint Venture

an amount equal to all subsequent distribution fees earned

by it from the distribution of films on behalf of that Joint

Venture up to its unrecouped Expenditures.  If the Joint

Ventures are able to recoup their Expenditures, the

Distributors will be entitled to recoup these payments, with

interest, from amounts thereafter otherwise payable to the

Partnership.

    The Partnership is in the process of evaluating the

value of its interest in the film assets for the purpose of

possibly selling that interest and eventually liquidating

the Partnership.  The General Partner anticipates that the

Partnership will be liquidated by the end of 1996.  No

assurance can be provided that the film assets will be

successfully sold, or if sold, on such schedule.  Upon the

ultimate sale of the film assets, the Partnership will

commence taking steps to liquidate and dissolve.  Since the

Partnership's obligation to make contributions to the Joint

Ventures for the production of, and acquisition of interests

in, films has been satisfied, all revenues received by the

Partnership is used to establish a reserve for operating

expenses of the Partnership and, to the extent possible, to

make cash distributions to partners.  The Partnership does

not anticipate significant future revenues and accordingly,

the Partnership does not currently anticipate making cash

distributions to partners on a quarterly basis.  However,

the Partnership may make future distributions if it realizes

proceeds from its interest in films or from the sale of its

interest in films (should the sale occur) net of a reserve

for the Partnership's operating expenses.

    The Partnership commenced cash distributions to its

partners in February 1986.  Distributions to limited

partners through March 31, 1996 have aggregated $3,070 per

unit (61.4% of the limited partners' original $5,000

investment in the Partnership).

b.  Results of Operations

    The Partnership's operating results are primarily

dependent upon the operating results of the Joint Ventures

and are significantly impacted by the Joint Ventures'

policies.

    The performance of each film is based upon the amount

expended for production and other costs associated with a

film and the revenue generated by a film.  The amount and

timing of revenue generated by each film is dependent upon

the degree of acceptance by the consumer public and the

particular ancillary market in which the film is then being

exhibited.

    Amounts contributed toward each film are compared

periodically to the expected total revenue to be generated

for that film, and write-downs may occur to the extent the

amounts invested exceed the expected total revenue for that

film.

    Additionally, each Joint Venture records income with

respect to the Distribution Fee Reduction Payments, to the

extent available, which may allow it to recover its

investment in films.

    For the three months ended March 31, 1996, the Columbia

Joint Venture had a net profit of which the Partnership's

share was approximately $99,000, due primarily to the

profitable results of certain films.  The Tri-Star Joint

Venture had a net profit of which the Partnership's share

was approximately $77,000, due primarily to the profitable

results of certain films.  In addition, the Partnership

earned approximately $13,000 of interest income from its

short-term investments and incurred approximately $63,000 of

expenses from its operations, resulting in an overall net

profit to the Partnership of approximately $126,000.

    For the three months ended March 31, 1995, the Columbia

Joint Venture had a net profit of which the Partnership's

share was approximately $18,000, due primarily to the

profitable results of certain films.  The Tri-Star Joint

Venture had a net profit of which the Partnership's share

was approximately $181,000, due primarily to the accrual of

Distribution Fee Reduction Payments and  the profitable

results of certain films.  In addition, the Partnership

earned approximately $16,000 of interest income from its

short-term investments and incurred approximately $61,000 of

expenses from its operations, resulting in an overall net

profit to the Partnership of approximately $154,000.



    The decrease in interest income for the three month

period ended March 31, 1996 as compared with the

corresponding period in 1995 is due primarily to lower

interest rates earned on short-term investments during 1996.

     The  Partnership's operating expenses  for the three

month period ended March 31, 1996 as compared with the

corresponding period in 1995 was virtually unchanged.


<PAGE>
               COLUMBIA-DELPHI III PRODUCTIONS
                      (A Joint Venture)
                       BALANCE SHEETS
                       (000's Omitted)
                          Unaudited
<TABLE>
<CAPTION>

                                     March    December
                                 31,         31,
                                             
                                 1996        1995
                                             
<S>                                  <C>         <C>
ASSETS                                                 
Motion Picture Production and                          
Advertising
    Costs, net of accumulated                          
amortization
    of $76,784 and $76,726,             $             $
respectively                          702           760
Motion Picture Costs Recoverable                       
from
    Distribution Fees                 180           171
Receivable from Columbia                               
Pictures
    (Distributor)                                      
                                    2,100         2,010
                     Total        $ 2,982             $
Assets                                            2,941
                                                       
LIABILITIES AND VENTURERS'                             
CAPITAL
                                                       
Liabilities:                                           
  Payable to Columbia Pictures          $             $
Industries, Inc.                    1,602         1,541
  Payable to Delphi Film                               
Associates III                        678           640
                                                       
                      Total                            
Liabilities                         2,280         2,181
                                                       
Venturers' Capital:                                    
  Columbia Pictures Industries,       569           613
Inc.
  Delphi Film Associates III                           
                                      133           147
                                                       
                       Total                           
Venturers' Capital                    702           760
                                                       
                       Total                           
Liabilities and Venturers'
                                        $  $      2,941
Capital                             2,982

     See accompanying notes to the financial statements.
</TABLE>

<PAGE>
              COLUMBIA - DELPHI III PRODUCTIONS
                      (A Joint Venture)
                  STATEMENTS OF OPERATIONS
                       (000's Omitted)
                          Unaudited

<TABLE>
<CAPTION>
                                             For the Three
Months Ended March 31,

1996          1995
<S>                      <C>    <C>
Net Revenue From Motion                
Picture
    Exploitation              $       $
                            378      86
                                       
Less: Amortization of                  
Motion
         Picture                       
Production and
          Advertising                  
Costs                        58      43
                                       
Income from Operations               43
                            320
                                       
Accrued Distribution Fee               
     Reduction                         
                             16       0
                                       
Net Income                    $       $
                            336      43










     See accompanying notes to the financial statements.


</TABLE>

<PAGE>
              COLUMBIA - DELPHI III PRODUCTIONS
                      (A Joint Venture)
                  STATEMENTS OF CASH FLOWS
                       (000's Omitted)
                          Unaudited

<TABLE>
<CAPTION>

For the ThreeMonths Ended March 31,

1996                          1995
<S>
<C>                           <C>
Cash Flow From Operating                                  
Activities:
Net Income                                  $            $
                                          336           43
Adjustments to reconcile Net                              
Income to net cash
      provided by operating                               
activities:
  Amortization of Motion Picture                          
Production and
     Advertising Costs                     58           43
  Accrued Distributions to               (99)          251
Venturers
  Changes in Assets and                                   
Liabilities:
      Increase (Decrease) in                              
Payable to Columbia
         Pictures Industries,              61        (183)
Inc.
      (Increase) Decrease in                              
Receivable from
         Columbia Pictures               (90)          157
(Distributor)
      (Increase) Decrease in                              
Motion Picture Costs
         Recoverable from                 (9)             
Distribution Fees                                       94
      Increase (Decrease)  in                             
Payable to Delphi
         Film Associates III, net          38             
                                                      (41)
      Decrease in Advance from                            
Columbia
         Pictures Industries,                             
Inc. (Distributor)                          0         (27)
                                                          
          Net Cash Provided by                            
Operating Activities                      295          337
                                                          
Cash Flow from Financing                                  
Activities:
Distributions to Venturers                                
                                        (295)        (337)
                                                          
          Net Cash Used by                                
Financing Activities                    (295)        (337)
                                                          
Net Change in Cash                          0            0
Cash at beginning of period                               
                                            0            0
Cash at end of period                       $            $
                                            0            0
                              
                              
     See accompanying notes to the financial statements.
</TABLE>
<PAGE>
             COLUMBIA - DELPHI  III PRODUCTIONS
                      (A Joint Venture)
                NOTES TO FINANCIAL STATEMENTS
                          Unaudited
                              
1.  Basis of Presentation

    The accompanying unaudited financial statements have

been prepared in accordance with generally accepted

accounting principles for interim financial information.

They do not include all information and notes required by

generally accepted accounting principles for complete

financial statements.  There has been no material change in

the information disclosed in the notes to financial

statements of the Joint Venture included in the Annual

Report on Form 10-K of Delphi Film Associates III (the

"Partnership") for the year ended December 31, 1995.  The

information furnished includes all adjustments which are, in

the opinion of management, necessary to present fairly the

financial position of the Joint Venture as of  March 31,

1996 and the results of its operations and cash flows for

the periods ended March 31, 1996 and 1995.  Results of

operations for the period ended March 31, 1996 are not

necessarily indicative of the results that may be expected

for the entire fiscal year.

2.  Current Operations

    All seven films in which the Joint Venture has an

interest have completed their theatrical release and are

being distributed in various ancillary markets.  For the

three

 month period ended March 31, 1996, the Joint Venture is

reporting net revenue of  $378,000,  due primarily to the

performance of its films in the worldwide free and pay

television markets.

    For the three month period ended March 31, 1995, the

Joint Venture reported net revenue of $86,000 due primarily

to the performance of the films in the worldwide free

television market.

3.  Distribution Fee Reduction

    The Joint Venture was entitled to a payment from its

Distributor in reduction of the Distributor's aggregate

distribution fee if, by June 30, 1991, the Joint Venture had

not received, in the aggregate, from net proceeds and gross

receipts (excluding amounts paid to the Joint Venture for

the recovery of advertising and promotion charge payments)

an amount at least equal to the amounts spent by the Joint

Venture for the production of films and the acquisition of

interests in films (excluding certain amounts spent for

payments in the nature of interest) (the "Expenditures").

Payments totaling $2,343,000 were made to the Joint Venture

representing the aggregate distribution fee previously

received by its Distributor.  The payment to the Joint

Venture was allocated to the Partnership and Columbia based

on their respective percentage interest in a film for which

a distribution fee was received.  In addition, the

Distributor is required to pay to the Joint Venture an

amount equal to all subsequent distribution fees earned by

it until the Joint Venture has recouped an amount equal to

its Expenditures.  Accordingly, $180,000 has been accrued as

Motion Picture Costs Recoverable from Distribution Fees as

of March 31, 1996, in the accompanying financial statements.



4.  Additional Information

    Additional information, including the audited year end

1995 Financial Statements and the Summary of Significant

Accounting Policies, is included in the Annual Report on

Form 10-K of the Partnership for the year ended December 31,

1995.

<PAGE>
              TRI-STAR -DELPHI III PRODUCTIONS
                      (A Joint Venture)
                       BALANCE SHEETS
                       (000's Omitted)
                          Unaudited
<TABLE>
<CAPTION>


                                             December
                                 March 31,   31,
                                             
                                 1996        1995
                                             
<S>                                    <C>   <C>
ASSETS                                                
Motion Picture Production and                         
Advertising
   Costs, net of accumulated                          
amortization of
    $194,723 and $194,664,        $ 2,607            $
respectively                                     2,666
Motion Picture Costs Recoverable                      
from
     Distribution Fees              1,347        1,432
Receivable from TriStar                               
Pictures, Inc.
     (Distributor)                                    
                                      479          476
                     Total        $ 4,433            $
Assets                                           4,574
                                                      
LIABILITIES AND VENTURERS'                            
CAPITAL
                                                      
Liabilities:                                          
  Payable to TriStar Pictures,    $ 1,363            $
Inc.                                             1,405
  Payable to Delphi Film                              
Associates III                        463          503
                                                      
                      Total                           
Liabilities                         1,826        1,908
                                                      
Venturers' Capital:                                   
  TriStar Pictures, Inc.            2,171        2,210
   Delphi Film Associates III                         
                                      436          456
                                                      
                       Total                          
Venturers' Capital                  2,607        2,666
                                                      
                       Total                          
Liabilities and Venturers'
                                        $            $
Capital                             4,433        4,574

     See accompanying notes to the financial statements.
</TABLE>

<PAGE>
                              
               TRI-STAR-DELPHI III PRODUCTIONS
                      (A Joint Venture)
                  STATEMENTS OF OPERATIONS
                       (000's Omitted)
                          Unaudited
                              
<TABLE>
<CAPTION>

                                                For the
Three Months Ended March 31,

1996          1995
<S>                      <C>    <C>
Net Revenue From Motion                
Picture
    Exploitation              $       $
                            354     117
                                       
Less: Amortization  of                 
Motion
          Picture                      
Production
           and                         
Advertising Costs            59      22
                                       
Income from Operations      295      95
                                       
Accrued Distribution Fee               
     Reduction                         
                              0     461
                                       
Net Income                    $       $
                            295     556





     See accompanying notes to the financial statements.


</TABLE>




<PAGE>
              TRI-STAR - DELPHI III PRODUCTIONS
                      (A Joint Venture)
                  STATEMENTS OF CASH FLOWS
                       (000's Omitted)
                          Unaudited

<TABLE>
<CAPTION>

For the Three Months Ended March 31,

1996                              1995
<S>
<C>                           <C>
Cash Flow From Operating                                  
Activities:
Net Income                                   $           $
                                           295         556
Adjustments to reconcile Net                              
Income to net cash
    provided by operating                                 
activities:
  Amortization of Motion Picture                          
Production
     and Advertising Costs                  59          22
  Accrued Distributions to                  82       (259)
Venturers
  Changes in Assets and                                   
Liabilities:
       (Decrease) Increase in                             
Payable to Delphi
         Film Associates III, net         (40)          71
        (Decrease ) Increase  in                          
Payable to TriStar
         Pictures, Inc.                  (42)          188
       Increase in Receivable                             
from TriStar
         Pictures, Inc.                    (3)           0
(Distributor)
       Increase in Payable to                             
TriStar
          Pictures, Inc.                     0          59
(Distributor)
       Decrease (Increase) in                             
Motion Picture Costs
         Recoverable from                                 
Distribution Fees                           85       (318)
                                                          
        Net Cash Provided by                              
Operating
           Activities                                     
                                           436         319
                                                          
Cash Flow From Financing
Activities:
Distributions to Venturers                                
                                         (436)       (319)
                                                          
       Net Cash Used by Financing                         
Activities                               (436)       (319)
                                                          
Net Change in Cash                           0           0
Cash at beginning of period                               
                                             0           0
Cash at end of period                        $           $
                                             0           0

     See accompanying notes to the financial statements.
</TABLE>

<PAGE>
              TRISTAR - DELPHI III PRODUCTIONS
                      (A Joint Venture)
                NOTES TO FINANCIAL STATEMENTS
                          Unaudited
                              
1.  Basis of Presentation

    The accompanying unaudited financial statements have

been prepared in accordance with generally accepted

accounting principles for interim financial information.

They do not include all information and notes required by

generally accepted accounting principles for complete

financial statements.  There has been no material change in

the information disclosed in the notes to financial

statements of the Joint Venture included in the Annual

Report on Form 10-K of Delphi Film Associates III (the

"Partnership") for the year ended December 31, 1995.  The

information furnished includes all adjustments which are, in

the opinion of management, necessary to present fairly the

financial position of the Joint Venture as of March 31, 1996

and the results of its operations and cash flows for the

periods ended March 31, 1996 and 1995.  Results of

operations for the period ended March 31, 1996 are not

necessarily indicative of the results that may be expected

for the entire fiscal year.

2.  Current Operations

    All twenty-seven films in which the Joint Venture has

an interest have completed their theatrical release and are

being distributed in various ancillary markets.  For the



three month period ended March 31, 1996 the Joint Venture is

reporting net revenue of $354,000, due primarily to the

performance of its films in the worldwide free and pay

television markets.

    For the three month period ended March 31, 1995, the

Joint Venture reported net revenue of $117,000 due primarily

to the performance of its films in the worldwide free

television market.  For the three month period ended March

31, 1995, the Joint Venture recorded an increase of $461,000

in Motion Picture Costs Recoverable from Distribution Fees

due to a change in the estimated distribution fee to be

earned by the Distributor.

3.  Distribution Fee Reduction

    The Joint Venture was entitled to a payment from its

Distributor in reduction of the Distributor's aggregate

distribution fee if, by June 30, 1991, the Joint Venture had

not received, in the aggregate, from net proceeds and gross

receipts (excluding amounts paid to the Joint Venture for

the recovery of advertising and promotion charge payments)

an amount at least equal to the amounts spent by the Joint

Venture for the production of films and the acquisition of

interests in films (excluding certain amounts spent for

payments in the nature of interest) (the "Expenditures").

Payments totaling $4,662,000 were made to the Joint Venture

representing the aggregate distribution fee previously

received by its Distributor.  The payment to the Joint

Venture was allocated to the Partnership and TriStar based

on their respective percentage interest in the films for

which a distribution fee was received.  The Distributor is

required to pay to the Joint Venture an amount equal to all

subsequent distribution fees earned by it until the Joint

Venture has recouped an amount equal to its Expenditures.

Accordingly, $1,347,000 has been accrued as Motion Picture

Costs Recoverable from Distribution Fees as of March 31,

1996, in the accompanying financial statements.



4.  Additional Information

    Additional information, including the audited year end

1995 Financial Statements and the Summary of Significant

Accounting Policies, is included in the Annual Report on

Form 10-K of the Partnership for the year ended December 31,

1995.





<PAGE>
                           PART II
                              

Item 1.      Legal Proceedings

     None

Item 2.  Changes in Securities

     None

Item 3.Defaults Upon Senior Securities

     None

Item 4.Submission of Matters to a Vote of Security Holders

     None

Item 5.      Other Information

     None

Item 6.Exhibits and Reports on Form 8-K

     A).  Exhibits

                     <TABLE>
                     <CAPTION>

                      EXHIBIT
                      NUMBERDESCRIPTIONPAGE NUMBER

               <S>                 <C>
<C>

                  27                 Financial Data Schedule
                       </TABLE>

     B).  Reports on Form 8-K

                     None


<PAGE>
                              
                         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.


                              DELPHI FILM ASSOCIATES III
                              A New York Limited Partnership

                              By:  THE DELPHI GROUP,
                                   General Partner

                              By:  ML Film Entertainment,
Inc.,
                                   Managing Partner




       May 10, 1996           /s/ Diane T.
Herte________________
     Date                     Diane T. Herte
                              Treasurer of the Managing
Partner of the
                              General Partner
                              (principal financial officer
and principal
                              accounting officer of the
Registrant)



        May 10, 1996          /s/ Steven N.
Baumgarten__________
     Date                     Steven N. Baumgarten
                              Director and Vice President of
the
                               Managing Partner of the
General Partner



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>  This schedule contains summary financial
information extracted from Balance Sheets and Statement of
Operations for the first quarter ended March  31, 1996 Form
10Q of Delphi Film Associates III and is qualified in its
entirety by reference to such financial statements.
       
<S>
<PERIOD-TYPE>                          3-MOS
<FISCAL-YEAR-END>                      DEC-31-1996
<PERIOD-END>                           MAR-31-1996
<CASH>                                 164,000
<SECURITIES>                           1,118,000
<RECEIVABLES>                                 1,141,000
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                          0
<PP&E>                                    0
<DEPRECIATION>                            0
<TOTAL-ASSETS>                         2,977,000
<CURRENT-LIABILITIES>                       0
<BONDS>                                   0
<COMMON>                                  0
                     0
                               0
<OTHER-SE>                             2,943,000
<TOTAL-LIABILITY-AND-EQUITY>           2,977,000
<SALES>                                   0
<TOTAL-REVENUES>                            13,000
<CGS>                                     0
<TOTAL-COSTS>                             0
<OTHER-EXPENSES>                       63,000
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                          126,000
<INCOME-TAX>                              0
<INCOME-CONTINUING>                       0
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                             126,000
<EPS-PRIMARY>                             13.00
<EPS-DILUTED>                             0
        

</TABLE>


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