FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Burger King Limited Partnership III
(Exact name of registrant as specified in its charter)
New York 13-3178415
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
c/o Lehman Brothers Inc.
3 World Financial Center, 29th Floor
New York, New York 10285-2900
(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12(b)
of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
None _____________________
____________________ _____________________
Securities to be registered pursuant to Section 12(g)
of the Act:
15,000 Limited Partnership Interests
(Title of Class)
Not Applicable
(Title of Class)
Item 1. Description of Registrant's Securities
to be Registered.
(a) Capital Stock. None.
(b) Debt Securities. None.
(c) Warrants and rights. None.
(d) Other securities. The Limited Partnership Interests are
described under the captions "Summary of the Limited
Partnership Agreements" and "Cash Distributions; Allocation
of Profit and Loss" in Burger King Limited Partnership
III's (the "Registrant") prospectus dated February 2, 1984
filed pursuant to Rule 424(b) (the "Prospectus")
promulgated under the Securities Act of 1933. Said
descriptions are incorporated herein by reference in
response to this Item and are attached hereto.
(e) Market information for securities other than common
equity. None.
Item 2. Exhibits.
(a) Specimen Interest Certificate (filed as Exhibit 4 to
Registration Statement No. 2-88051 and incorporated herein
by reference).
(b) Agreement of Limited Partnership of the Registrant, dated
as of November 22, 1983 (included as Exhibit A to the
Prospectus dated February 2, 1984, and incorporated herein
by reference).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, duly authorized.
BURGER KING LIMITED PARTNERSHIP III
By: BK III Restaurants Inc.,
its General Partner
/s/Rocco F. Andriola
Name: Rocco F. Andriola
Title: President
Date: July 31, 1996
