SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest April 22, 1994
event reported)
MRI BUSINESS PROPERTIES FUND, LTD. III
(Exact Name of Registrant as Specified in Its Charter)
California
(State or Other Jurisdiction of Incorporation)
0-15348 94-2969782
(Commission File Number) (I.R.S. Employer
Identification No.)
5665 Northside Drive, N.W., Atlanta, Georgia 30328
(Address of Principal Executive Offices)(Zip Code)
(404) 916-9090
(Registrant's Telephone Number, Including Area Code)
950 Tower Lane
Foster City, California 94404
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes In Registrant's Certifying Accountant.
Effective April 22, 1994, Registrant dismissed its prior
Independent Auditors, Deloitte & Touche ("Deloitte") and retained
as its new Independent Auditors, Imowitz Koenig & Company.
Deloitte's Independent Auditors' Report on Registrant's financial
statements for fiscal years ended September 30, 1993 and 1992 did
not contain an adverse opinion or a disclaimer of opinion, and
were
not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change Independent
Auditors
was approved by the Managing General Partner's Directors. During
fiscal years ended 1992, 1993 and through April 22, 1994, there
were no disagreements between Registrant and Deloitte on any
matter
of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure which disagreements if
not resolved to the satisfaction of Deloitte, would have caused
it
to make reference to the subject matter of the disagreements in
connection with its reports.
Effective April 22, 1994, Registrant engaged Imowitz Koenig &
Company as its Independent Auditors. During the last two fiscal
years and the subsequent interim periods to the date hereof,
Registrant did not consult Imowitz Koenig & Company regarding any
of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
Item 7. Financial Statement and Exhibits.
(c) Exhibits:
10. (a) Letter dated April 27, 1994 from Registrant's Former
Independent Auditors.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
MRI BUSINESS PROPERTIES FUND, LTD III
By: MONTGOMERY REALTY COMPANY - 85,
its managing general partner
By: FOX REALTY INVESTORS,
its managing partner
By: NPI EQUITY INVESTMENTS II, INC.
its managing partner
Date: April 27, 1994 By: /s/ Michael L. Ashner
Michael L. Ashner, President
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Exhibit 10.(a)
Deloitte & Touche
50 Fremont Street
San Francisco, CA 94105-2230
April 27, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of
MRI Business Properties Fund, Ltd. III dated April 27, 1994.
Your truly,
/s/ Deloitte & Touche
DELOITTE & TOUCHE
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