DEAN WITTER REALTY INCOME PARTNERSHIP III LP
8-K, 1994-05-10
REAL ESTATE
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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 (Date of earliest event reported)     May 10, 1994            


                DEAN WITTER REALTY INCOME PARTNERSHIP III, L.P.
            (Exact name of registrant as specified in its charter)


          Delaware                      0-18146                 13-3293754   
(State or other jurisdiction          (Commission          (I.R.S. Employer  
    of incorporation)                 File Number)        Identification No.)


  Two World Trade Center, New York, New York                    10048        
   (Address of principal executive offices)                  (Zip Code)      


Registrant's telephone number, including area code             (212) 392-1054


                                                                             
         (Former name or former address, if changed since last report)


                                                                             

<PAGE>
Item 5.  Other Events

Valuation per Unit of Limited Partnership Interest
     
     The Managing General Partner of the Partnership has estimated the
value per Unit of limited partnership interest at December 31, 1993 to be
$310.  This value was based on estimated values of the Partnership's real
estate properties by the Managing General Partner, which were reviewed for
reasonableness by Cushman & Wakefield, an independent appraisal firm, with
adjustments for other Partnership assets and liabilities.  The estimated
values of the properties do not necessarily reflect the amounts which could
be obtained upon an immediate liquidation of the properties.  The value per
Unit does not represent the market price for the Units.  In the limited
market for resale of Partnership Units, a seller would most likely receive
a discount to the $310 value upon sale of the Unit.



                                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.


                            DEAN WITTER REALTY INCOME PARTNERSHIP III, L.P.

                            By:Dean Witter Realty Income Properties III Inc.
                            Managing General Partner


                       By:  /s/E. Davisson Hardman, Jr.          
                            E. Davisson Hardman, Jr.
                            President                   
                                                



Date:  May 10, 1994




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