DELPHI FILM ASSOCIATES III
10-Q, 1996-08-14
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 June 30, 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>

                                      June   December
                                30,         31,
                                            
                                1996        1995
                                            
<S>                             <C>         <C>
ASSETS                                                
Cash                                     $           $
                                       191         155
Short-Term Investments                 547         986
Receivable from Columbia-Delphi                       
III
  Productions                          534         640
Receivable from Tri-Star-Delphi                       
III
  Productions                          307         503
Interest in Motion Picture                            
Venture-Columbia-
  Delphi III Productions               118         132
Interest in Motion Picture                            
Venture-Tri-Star-
  Delphi III Productions                              
                                       428         456
                     Total               $           $
Assets                               2,125       2,872
                                                      
LIABILITIES AND PARTNERS'                             
CAPITAL
                                                      
Liabilities:                                          
  Accrued Expenses and Accounts          $           $
Payable                                 26          55
                      Total                           
Liabilities                             26          55
                                                      
Partners' Capital (Note 2):                           
  General Partner                       63          70
   Limited Partners                                   
                                     2,036       2,747
                                                      
                       Total                          
Partners' Capital                    2,099       2,817
                                                      
                       Total                          
Liabilities and Partners'
                                         $           $
Capital                              2,125       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 (loss) profit per unit)
                          Unaudited

<TABLE>
<CAPTION>

                                                        For
the Three Months    For the Six Months
                          Ended June 30,        Ended June
30,
                                                        1996
1995                   1996            1995
<S>                      <C>    <C>     <C>    <C>
Interest Income               $       $      $       $
                             13      18     26      34
                                                      
Expenses:                                             
    Operating Expenses                                
                             76      66    139     127
                                                      
                             76      66    139     127
                                                      
Loss before Share of                                  
Profit
  in Motion Picture        (63)    (48)  (113)    (93)
Ventures
Share of Profit in                                    
Motion Picture
  Venture--Columbia-                                  
Delphi III
   Productions               10      46    109      64
Share of Profit in                                    
Motion Picture
    Venture--Tri-Star-                                
Delphi III
     Productions                                      
                             42     175    119     356
                                                      
Net  (Loss) Profit            $       $      $       $
                           (11)     173    115     327
                                                      
Net  (Loss) Profit Per                                
Unit of
  Limited Partnership                                 
Interest
   (9,702 Units)              $       $      $       $
                            (1)      17     12      33



     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 Six Months Ended June 30,

   1996                               1995
<S>
<C>                           <C>
Cash Flow From Operating                                  
Activities:
Net Profit                                   $           $
                                           115         327
Adjustments to reconcile Net                              
Profit to net cash
   provided by operating                                  
activities:
    Share of Profit in Motion                             
Picture
      Ventures                           (228)       (420)
     Distributions from Joint              270         531
Ventures
     Changes in Assets and                                
Liabilities:
        Decrease (Increase) in                            
Receivables from
          Joint Ventures, net              302        (83)
        Decrease in Accrued                               
Expenses and
          Accounts Payable                                
                                          (29)        (30)
                                                          
        Net Cash Provided  by                             
Operating
           Activities                                     
                                           430         325
                                                          
Cash Flow From Investing
Activities:
Purchases of Short-Term                (2,160)     (1,586)
Investments
Redemptions of Short-Term                                 
Investments                              2,599       1,616
                                                          
   Net Cash Provided  by                                  
Investing Activities                       439          30
                                                          
Cash Flow from Financing                                  
Activities:
Distribution to Partners                                  
                                         (833)       (343)
                                                          
     Net Cash Used by Financing                           
Activities                               (833)       (343)
                                                          
Increase In Cash                            36          12
Cash at beginning of period                               
                                           155         132
                                                          
Cash at end of period                        $           $
                                           191         144
                              
     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 June 30, 1996

and the results of operations and cash flows for the periods

ended June 30, 1996 and 1995.  Results of operations for the

three and six month periods ended June 30, 1996 are not

necessarily indicative of the results that may be expected

for the entire fiscal year.

2.  Current Operations

    As of June 30, 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 June 30 1996, the Partnership received in the

aggregate approximately $553,000 and $1,613,000 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 made by

each Distributor.   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 a Joint

Venture is able to recoup its Expenditures, the respective

Distributor 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 June 30, 1996 of approximately $23,000

and $248,000 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  (loss) profit per

unit, the net (loss) 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 June 30,

1996, the Partnership held cash of approximately $191,000

and short-term investments of approximately $547,000.

    Based on the performance of the films released through

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

as of  June 30,1996, the Distributors made Distribution Fee

Reduction Payments with respect to their films of which

approximately $553,000 and $1,613,000, respectively, was

allocated to the Partnership.  The payments are net of

amounts withheld by the Distributor for the recoupment of

Advances made by each Distributor.  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 a Joint Venture is able to recoup its

Expenditures, the respective Distributor 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, when such sale would occur.

Upon the ultimate sale of the film assets, the Partnership

will commence taking steps to dissolve and liquidate.  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 June 30, 1996 have aggregated $3,155 per

unit (63.1% of the limited partners' original $5,000

investment in the Partnership), including $85 per unit that

was distributed on May 30, 1996.

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 June 30, 1996, the Columbia

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

share was approximately $10,000, 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 $42,000, 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 $76,000 of

expenses from its operations, resulting in an overall net

loss to the Partnership of approximately $11,000.

    For the three months ended June 30, 1995, the Columbia

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

share was approximately $46,000, 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 $175,000, due primarily to the profitable

results of certain films.  In addition, the Partnership

earned approximately $18,000 of interest income from its

short-term investments and incurred approximately $66,000 of

expenses from its operations, resulting in an overall net

profit to the Partnership of approximately $173,000.

    For the six months ended June 30, 1996 the Columbia

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

share was approximately $109,000, 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 $119,000, due primarily to the profitable

results of certain films.  In addition, the Partnership

earned approximately $26,000 of interest income from its

short-term investments and incurred approximately $139,000

of  expenses from its operations, resulting in an overall

net profit to the Partnership of approximately $115,000.

    For the six months ended June 30, 1995, the Columbia

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

share was approximately $64,000, 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 $356,000, due primarily to the profitable

results of certain films and the accrual of Distribution Fee

Reduction Payments.  In addition, the Partnership earned

approximately $34,000 of interest income from its short-term

investments and incurred approximately $127,000 of  expenses

from its operations, resulting in an overall net profit to

the Partnership of approximately $327,000.

    The decrease in interest income for the three and six

month periods ended

June 30, 1996 as compared with the corresponding periods in

1995 is due primarily to lower interest rates earned on

short-term investments during 1996.

     The  increase in operating expenses  for the three and

six month periods ended June 30, 1996 as compared with the

corresponding periods in 1995, is due primarily to the

increase in the reimbursement to the General Partner for out-

of-pocket expenses incurred in connection with its

management of the Partnership's business.


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

                                     June     December
                                 30,         31,
                                             
                                 1996        1995
                                             
<S>                                  <C>         <C>
ASSETS                                                 
Motion Picture Production and                          
Advertising
    Costs, net of accumulated                          
amortization
    of $76,788 and $76,726,             $             $
respectively                          698           760
Motion Picture Costs Recoverable                       
from
    Distribution Fees                  89           171
Receivable from Columbia                               
Pictures
    (Distributor)                                      
                                    1,660         2,010
                     Total        $ 2,447             $
Assets                                            2,941
                                                       
LIABILITIES AND VENTURERS'                             
CAPITAL
                                                       
Liabilities:                                           
  Payable to Columbia Pictures          $             $
Industries, Inc.                    1,215         1,541
  Payable to Delphi Film                               
Associates III                        534           640
                                                       
                      Total                            
Liabilities                         1,749         2,181
                                                       
Venturers' Capital:                                    
  Columbia Pictures Industries,       565           613
Inc.
  Delphi Film Associates III                           
                                      133           147
                                                       
                       Total                           
Venturers' Capital                    698           760
                                                       
                       Total                           
Liabilities and Venturers'
                                        $  $      2,941
Capital                             2,447

     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     For the Six Months
                          Ended June 30,        Ended June
30,

1996          1995        1996                   1995
<S>                      <C>    <C>     <C>    <C>
Net Revenue From Motion                               
Picture
    Exploitation              $       $      $       $
                             36     199    414     285
                                                      
Less: Amortization of                                 
Motion
         Picture                                      
Production and
          Advertising                                 
Costs                         4      32     62      75
                                                      
Income from Operations       32     167    352     210
                                                      
Accrued Distribution Fee                              
     Reduction                                        
                              0       0     16       0
                                                      
Net Income                    $       $      $       $
                             32     167    368     210










     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 Six Months Ended June 30,

1996                          1995
<S>
<C>                           <C>
Cash Flow From Operating                                  
Activities:
Net Income                                  $            $
                                          368          210
Adjustments to reconcile Net                              
Income to net cash
      provided by operating                               
activities:
  Amortization of Motion Picture                          
Production and
     Advertising Costs                     62           75
  Accrued Distributions to                432          185
Venturers
  Changes in Assets and                                   
Liabilities:
       Decrease in Payable to                             
Columbia
         Pictures Industries,           (326)        (156)
Inc.
       Decrease in Receivable                             
from
         Columbia Pictures                350           71
(Distributor)
       Decrease in Motion Picture                         
Costs
         Recoverable from                  82          141
Distribution Fees
       Decrease in Payable to                             
Delphi Film
         Associates III, net            (106)         (29)
       Decrease in Advance to                             
Delphi Film
         Associates III                                   
                                            0         (27)
                                                          
          Net Cash Provided by                            
Operating Activities                      862          470
                                                          
Cash Flow from Financing                                  
Activities:
Distributions to Venturers                                
                                        (862)        (470)
                                                          
          Net Cash Used by                                
Financing Activities                    (862)        (470)
                                                          
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  June 30, 1996

and the results of its operations and cash flows for the

periods ended June 30, 1996 and 1995.  Results of operations

for the period ended June 30, 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

 and six month periods ended June 30, 1996, the Joint

Venture is reporting net revenue of  $36,000 and $414,000,

respectively, due primarily to the performance of its films

in the worldwide free and pay television markets.

    For the three and six month periods ended June 30,

1995, the Joint Venture reported net revenue of $199,000 and

$285,000, respectively, due primarily to the performance of

its films in the worldwide free  television, pay television

and worldwide home video markets.

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 $2,434,000 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, $89,000 has been accrued as

Motion Picture Costs Recoverable from Distribution Fees as

of June 30, 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>


                                      June   December
                                 30,         31,
                                             
                                 1996        1995
                                             
<S>                                    <C>   <C>
ASSETS                                                
Motion Picture Production and                         
Advertising
   Costs, net of accumulated                          
amortization of
    $194,749 and $194,664,        $ 2,581            $
respectively                                     2,666
Motion Picture Costs Recoverable                      
from
     Distribution Fees              1,011        1,432
Receivable from TriStar                               
Pictures, Inc.
     (Distributor)                                    
                                      323          476
                     Total        $ 3,915            $
Assets                                           4,574
                                                      
LIABILITIES AND VENTURERS'                            
CAPITAL
                                                      
Liabilities:                                          
  Payable to TriStar Pictures,    $ 1,027            $
Inc.                                             1,405
  Payable to Delphi Film                              
Associates III                        307          503
                                                      
                      Total                           
Liabilities                         1,334        1,908
                                                      
Venturers' Capital:                                   
  TriStar Pictures, Inc.            2,153        2,210
   Delphi Film Associates III                         
                                      428          456
                                                      
                       Total                          
Venturers' Capital                  2,581        2,666
                                                      
                       Total                          
Liabilities and Venturers'
                                        $            $
Capital                             3,915        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    For the Six Months
                          Ended June 30,        Ended June
30,

1996          1995         1996              1995
<S>                      <C>    <C>     <C>    <C>
Net Revenue From Motion                               
Picture
    Exploitation              $       $      $       $
                            179     893    533   1,010
                                                      
Less: Amortization  of                                
Motion
          Picture                                     
Production
           and                                        
Advertising Costs            26     315     85     337
                                                      
Income from Operations      153     578    448     673
                                                      
Accrued Distribution Fee                              
     Reduction                                        
                              0       0      0     461
                                                      
Net Income                    $       $      $       $
                            153     578    448   1,134





     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 Six Months Ended June 30,

1996                              1995
<S>
<C>                           <C>
Cash Flow From Operating                                  
Activities:
Net Income                                   $           $
                                           448       1,134
Adjustments to reconcile Net                              
Income to net cash
    provided by operating                                 
activities:
  Amortization of Motion Picture                          
Production
     and Advertising Costs                  85         337
  Accrued Distributions to                 574       (557)
Venturers
  Changes in Assets and                                   
Liabilities:
       (Decrease) Increase in                             
Payable to Delphi
         Film Associates III, net        (196)         112
       (Decrease ) Increase  in                           
Payable to TriStar
         Pictures, Inc.                 (378)          445
       Decrease (Increase) in                             
Receivable from
         TriStar Pictures, Inc.            153       (419)
(Distributor)
       Decrease (Increase) in                             
Motion Picture Costs
         Recoverable from                                 
Distribution Fees                          421       (138)
                                                          
        Net Cash Provided by                              
Operating
           Activities                                     
                                         1,107         914
                                                          
Cash Flow From Financing
Activities:
Distributions to Venturers                                
                                       (1,107)       (914)
                                                          
       Net Cash Used by Financing                         
Activities                             (1,107)       (914)
                                                          
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 June 30, 1996

and the results of its operations and cash flows for the

periods ended June 30, 1996 and 1995.  Results of operations

for the period ended June 30, 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 and six month periods ended June 30, 1996 the Joint

Venture is reporting net revenue of $179,000 and $533,000,

respectively, due primarily to the performance of its films

in the worldwide free and pay television markets.

    For the three and six month periods ended June 30,

1995, the Joint Venture reported net revenue of $893,000 and

$1,010,000, respectively, due primarily to the performance

of its films in the worldwide free and pay television

markets.  For the six month period ended June 30, 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 its

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 $4,998,000 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, $1,011,000 has been accrued as Motion Picture

Costs Recoverable from Distribution Fees as of June 30,

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




       August 12, 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)



       August 12, 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 second quarter ended June 30, 1996 Form
10Q of Delphi Film Associates III and is qualified in its
entirety by reference to such financial statements.
       
<S>
<PERIOD-TYPE>                          6-MOS
<FISCAL-YEAR-END>                      DEC-31-1996
<PERIOD-END>                           JUN-30-1996
<CASH>                                 191,000
<SECURITIES>                              547,000
<RECEIVABLES>                                    841,000
<ALLOWANCES>                              0
<INVENTORY>                               0
<CURRENT-ASSETS>                          0
<PP&E>                                    0
<DEPRECIATION>                            0
<TOTAL-ASSETS>                         2,125,000
<CURRENT-LIABILITIES>                       0
<BONDS>                                   0
<COMMON>                                  0
                     0
                               0
<OTHER-SE>                             2,099,000
<TOTAL-LIABILITY-AND-EQUITY>           2,125,000
<SALES>                                   0
<TOTAL-REVENUES>                            26,000
<CGS>                                     0
<TOTAL-COSTS>                             0
<OTHER-EXPENSES>                       139,000
<LOSS-PROVISION>                          0
<INTEREST-EXPENSE>                        0
<INCOME-PRETAX>                          115,000
<INCOME-TAX>                              0
<INCOME-CONTINUING>                       0
<DISCONTINUED>                            0
<EXTRAORDINARY>                           0
<CHANGES>                                 0
<NET-INCOME>                             115,000
<EPS-PRIMARY>                             12.00
<EPS-DILUTED>                             0
        

</TABLE>


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