BURGER KING LTD PARTNERSHIP III
8-K, 1998-02-20
LESSORS OF REAL PROPERTY, NEC
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               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:  February 18, 1998
       (Date of earliest event reported) December 15, 1997

                                
               BURGER KING LIMITED PARTNERSHIP III
      Exact Name of Registrant as Specified in its Charter
                                

      New York                    0-288051              13-3178415
State or other jurisdiction      Commission            IRS Employer
  of incorporation               File Number         Identification No.



3 World Financial Center, 29th Floor
New York, NY Attn: Andre Anderson                       10285-2900
Address of principal executive offices                   Zip Code



Registrant's telephone number, including area code (212) 526-3237


Item 5. Other Events

As outlined in a proxy statement to Limited Partners dated November 12, 1997
(the "Proxy"), a Special Meeting of Limited Partners of Burger King Limited
Partnership III (the "Partnership") was held on December 15, 1997 at 10 a.m. at
which, pursuant to the terms of the Partnership Agreement, the Limited Partners
had the right to disapprove of a proposed sale (the "Sale") of the
Partnership's remaining twenty two restaurant properties.  Limited Partners
holding a majority in interest of the outstanding limited partnership units did
not, by means of the Proxy, disapprove of the Sale and as a result, the General
Partner pursued negotiations and completed the sale of the Partnership's
Properties (see below).  Reference is made to the definitive Proxy Statement
filed with the Commission on November 12, 1997.


Item 2. Disposition of Assets

On December 19, 1997, the Partnership completed the sale of the Properties to
U.S. Restaurant Properties Operating L. P. (the "Buyer"), an unaffiliated third
party, for gross proceeds of $16,000,000.  The selling price was determined by
arms-length negotiations between the Partnership and the Buyer.  After
establishing a reserve for the payment of all outstanding liabilities and
remaining general and administrative expenses of the Partnership, a liquidating
distribution was made to the Limited Partners in the amount of $1,051.13 per
Unit and the Partnership was dissolved effective December 31, 1997.  For
additional information regarding the Sale, reference is made to the Form 8-K
filed with the Commission on December 9, 1997.


                                
                           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 hereunto duly authorized.


                              BURGER KING LIMITED PARTNERSHIP III

                              BY:  BK III RESTAURANTS INC.
                                   General Partner


Date: February 18, 1998       BY:  /s/Kenneth F. Boyle
                                   Name:  Kenneth F. Boyle
                                   Title: President and
                                          Chief Financial Officer









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