FIDELITY LEASING INCOME FUND III LP
10-Q, 1996-11-14
COMPUTER RENTAL & LEASING
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                         SECURITIES AND EXCHANGE COMMISSION

                               WASHINGTON, D.C. 20549

                                     FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                           SECURITIES EXCHANGE ACT OF 1934

/X/  Quarterly report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the quarterly period ended September 30, 1996

/ /  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: 0-15765

                       Fidelity Leasing Income Fund III, L.P.
_______________________________________________________________________________
               (Exact name of registrant as specified in its charter)

            Delaware                                    51-0292194
_______________________________________________________________________________
     (State of organization)               (I.R.S. Employer Identification No.)

                  Seven East Skippack Pike, Ambler, PA 19002                   
_______________________________________________________________________________
                (Address of principal executive offices)   (Zip code)

                                   (215) 619-2800
_______________________________________________________________________________
                 (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 regis-
trant was required to file such reports), and (2) has been subject to such fil-
ing requirements for the past 90 days.

Yes  __X__  No _____



















                                    Page 1 of 11
Part I:  Financial Information
Item 1:  Financial Statements

                       FIDELITY LEASING INCOME FUND III, L.P.

                                   BALANCE SHEETS

                                       ASSETS

                                         (Unaudited)               (Audited)  
                                        September 30,             December 31,
                                            1996                      1995    
                                        _____________             ____________

Cash and cash equivalents                 $653,532                  $ 716,019

Accounts receivable                          6,713                    301,754

Interest receivable                          8,277                      4,190

Due from related parties                    42,700                      6,349

Equipment under operating leases
(net of accumulated depreciation
of $4,130,219 and $5,841,499,
respectively)                              129,859                    310,347

Equipment held for sale or lease              -                        13,218
                                          ________                 __________

       Total assets                       $841,081                 $1,351,877
                                          ========                 ==========

                         LIABILITIES AND PARTNERS' CAPITAL
Liabilities:

     Lease rents paid in advance          $ 83,304                 $  375,648

     Accounts payable and
      accrued expenses                      16,764                     24,597

     Due to related parties                   -                        15,100
                                          ________                 __________

       Total liabilities                   100,068                    415,345

Partners' capital                          741,013                    936,532
                                          ________                 __________

          Total liabilities and
           partners' capital              $841,081                 $1,351,877
                                          ========                 ==========








     The accompanying notes are an integral part of these financial statements.


                                         2
                       FIDELITY LEASING INCOME FUND III, L.P.

                              STATEMENTS OF OPERATIONS

                                     (Unaudited)

                                   Three Months Ended       Nine Months Ended
                                      September 30             September 30  
                                    1996        1995         1996        1995
                                    ____        ____         ____        ____

Income:
     Rentals                      $158,851    $403,181    $628,263   $1,458,862
     Interest                        7,205       6,259      28,817       28,674
     Gain on sale of equipment,
      net                           21,459        -        218,065      129,139
     Other                             475       5,729       2,303        8,684
                                  ________    ________    ________   __________

                                   187,990     415,169     877,448    1,625,359
                                  ________    ________    ________   __________


Expenses:
     Depreciation                   29,620     112,867     130,338      624,075
     Write-down of equipment to
      net realizable value            -           -           -         121,000
     General and administrative     19,822      70,311      51,569      116,424
     General and administrative
      to related party               8,421       3,643      28,659       19,790
     Management fee to related
      party                          9,531      23,923      37,696       87,224
     Loss on sale of equipment,
      net                             -          6,810        -            -   
                                  ________    ________    ________   __________

                                    67,394     217,554     248,262      968,513
                                  ________    ________    ________   __________

Net income                        $120,596    $197,615    $629,186   $  656,846
                                  ========    ========    ========   ==========


Net income (loss) per equivalent
  limited partnership unit        $ (16.15)   $  20.11    $( 11.64)  $    60.40
                                  ========    ========    ========   ==========


Weighted average number of
  equivalent limited partnership
  units outstanding during
  the period                         9,053       9,362      9,369        10,480
                                  ========    ========    =======    ==========







     The accompanying notes are an integral part of these financial statements.


                                         3

                       FIDELITY LEASING INCOME FUND III, L.P.

                           STATEMENT OF PARTNERS' CAPITAL

                    For the nine months ended September 30, 1996

                                     (Unaudited)

                                  General     Limited Partners
                                  Partner     Units     Amount         Total   
                                  _______     _____     ______         _____   

Balance, January 1, 1996        $ 11,841     61,743    $924,691      $936,532  

Redemptions                         -          (508)     (5,772)       (5,772) 

Cash distributions              (483,935)      -       (334,998)     (818,933) 

Net income (loss)                738,279       -       (109,093)      629,186  
                                ________     ______    ________      ________  

Balance, September 30, 1996     $266,185     61,235    $474,828      $741,013 
                                ========     ======    ========      ======== 




































     The accompanying notes are an integral part of these financial statements.


                                         4
                       FIDELITY LEASING INCOME FUND III, L.P.

                              STATEMENTS OF CASH FLOWS

                For the nine months ended September 30, 1996 and 1995
                                     (Unaudited)

                                                      1996          1995   
                                                      ____          ____   
Cash flows from operating activities:
     Net income                                   $  629,186    $  656,846 
                                                  __________    __________ 
     Adjustments to reconcile net income
      to net cash provided by operating
      activities:
     Depreciation                                    130,338       624,075
     Write-down of equipment to
      net realizable value                              -          121,000 
     Gain on sale of equipment, net                 (218,065)     (129,139)
     (Increase) decrease in accounts receivable      295,041        26,273 
     (Increase) decrease in due from related parties (36,351)       27,573 
     Increase (decrease) in lease rents
      paid in advance                               (292,344)      (54,879)
     Increase (decrease) in accounts payable
      and accrued expenses                            (7,833)      (38,659)
     Increase (decrease) in due to related parties   (15,100)       11,175 
     (Increase) decrease in other, net                (4,087)        2,282 
                                                  __________    __________ 

                                                    (148,401)      589,701 
                                                  __________    __________ 

     Net cash provided by operating activities       480,785     1,246,547 
                                                  __________    __________ 


Cash flows from investing activities:
     Acquisition of equipment                           -             (975)
     Proceeds from sale of equipment                 281,433       547,583 
                                                  __________    __________ 

     Net cash provided by investing activities       281,433       546,608 
                                                  __________    __________ 

Cash flows from financing activities:
     Distributions                                  (818,933)   (2,236,926)
     Redemptions of capital                           (5,772)       (9,961)
                                                  __________    __________ 

     Net cash used in financing activities          (824,705)   (2,246,887)
                                                  __________    __________ 

     Decrease in cash and cash equivalents           (62,487)     (453,732)

     Cash and cash equivalents, beginning
      of period                                      716,019       771,837 
                                                  __________    __________ 

     Cash and cash equivalents, end of period     $  653,532    $  318,105 
                                                  ==========    ========== 

     The accompanying notes are an integral part of these financial statements. 

                                         5
                       FIDELITY LEASING INCOME FUND III, L.P.

                           NOTES TO FINANCIAL STATEMENTS

                                 September 30, 1996

                                     (Unaudited)

The accompanying unaudited condensed financial statements have been prepared
by the Fund in accordance with Generally Accepted Accounting Principles,
pursuant to the rules and regulations of the Securities and Exchange Commis-
sion.  In the opinion of Management, all adjustments (consisting of normal 
recurring accruals) considered necessary for a fair presentation have been
included.

1.  EQUIPMENT LEASED

    The remaining equipment on lease consists primarily of computer peripheral
    equipment under operating leases.  A majority of the equipment was manu-
    factured by IBM.  The lessees have agreements with the manufacturer to pro-
    vide maintenance for the leased equipment.  The Fund's operating leases are
    for initial lease terms of 14 to 48 months.  Generally, during the remain-
    ing terms of existing operating leases, the Fund will not recover all of
    the undepreciated cost and related expenses of its rental equipment and is
    prepared to remarket the equipment in future years.  Currently, the Fund's
    policy is to review quarterly the expected economic life of its rental
    equipment in order to determine the recoverability of its undepreciated
    cost.  Recent and anticipated technological developments affecting computer
    equipment and competitive factors in the marketplace are considered among
    other things, as part of this review.

    The future approximate minimum rentals to be received on noncancellable
    operating leases as of September 30, 1996 are $131,000 for the remainder of 
    the year ending December 31, 1996.

2.  RELATED PARTY TRANSACTIONS

    The General Partner receives 6% of gross rental payments from equip-
    ment under operating leases for administrative and management services 
    performed on behalf of the Fund.

    Additionally, the General Partner and its affiliates are reimbursed by the
    Fund for certain costs of services and materials used by or for the Fund
    except those items covered by the above-mentioned fees.  Following is a
    summary of fees and costs of services and materials charged by the General
    Partner or its affiliates during the three and nine months ended September
    30, 1996 and 1995:

                              Three Months Ended        Nine Months Ended
                                 September 30              September 30  
                               1996         1995         1996        1995
                               ____         ____         ____        ____

     Management fee           $9,531      $23,923      $37,696     $87,224
     Reimbursable costs        8,421        3,643       28,659      19,790

    Amounts due from related parties at September 30, 1996 and December 31, 
    1995 represent monies due the Fund from the General Partner and/or other
    affiliated funds for rentals and sales proceeds collected and not yet re-
    mitted the Fund.



                                          6
                       FIDELITY LEASING INCOME FUND III, L.P.

                      NOTES TO FINANCIAL STATEMENTS (Continued)

2.  RELATED PARTY TRANSACTIONS (Continued)

    The amount due to related parties at December 31, 1995 represents monies
    due to the General Partner for the fees and costs mentioned above, as 
    well as rentals and sales proceeds collected by the Fund on behalf of
    other affiliated funds.

3.  SUBSEQUENT EVENT

    Cash Distribution:

    Subsequent to September 30, 1996, the General Partner declared and paid a 
    cash distribution of $314,345 for the three months ended September 30, 
    1996, to all admitted partners as of September 30, 1996.










































                                         7



                       FIDELITY LEASING INCOME FUND III, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

    Fidelity Leasing Income Fund III, L.P. had revenues of $187,990 and 
$415,169 for the three months ended September 30, 1996 and 1995, respectively, 
and $877,448 and $1,625,359 for the nine months ended September 30, 1996 and 
1995, respectively.  Rental income from the leasing of computer peripheral
equipment accounted for 84% and 97% of total revenues for the third quarter of 
1996 and 1995, respectively and 72% and 90% for the first nine months of 1996 
and 1995, respectively.  The decrease in revenues is primarily attributable to 
a decrease in rental income caused by equipment which came off lease since the 
third quarter of 1995 and was re-leased at lower rental rates or sold.  Addi-
tionally, the Fund recognized a net gain on sale of equipment of $218,065 and 
$129,139 for the nine months ended September 30, 1996 and 1995, respectively, 
which reduced the overall decrease in revenues in 1996.

    Expenses were $67,394 and $217,554 during the three months ended September
30, 1996 and 1995, respectively, and $248,262 and $968,513 for the first nine 
months of 1996 and 1995, respectively.  Depreciation expense comprised 44% and 
52% of total expenses during the third quarter of 1996 and 1995, respectively, 
and 53% and 64% of total expenses for the first nine months of 1996 and 1995, 
respectively.  The decrease in expenses between 1996 and 1995 is primarily 
attributable to a decrease in depreciation expense.  The decrease in depreci-
ation expense was caused by equipment which came off lease or became fully 
depreciated since the third quarter of 1995.  Additionally, the decrease in the 
write-down of equipment to net realizable value also contributed to the 
decrease in overall expenses in 1996. Based upon the quarterly review of the 
recoverability of the undepreciated cost of rental equipment, $-0- was charged 
to operations to write down equipment to its estimated net realizable value 
during the nine months ended September 30, 1996 as compared to $121,000 for the 
nine months ended September 30, 1995.  The decrease in equipment expenses 
incurred to remarket equipment, which are included in general and 
administrative expenses also contributed to the decline in expenses in 1996.  
Furthermore, management fee to related party decreased proportionately to the 
decrease in rental income in 1996.

    For the three months ended September 30, 1996 and 1995, the Fund had net 
income of $120,596 and $197,615, respectively.  For the nine months ended 
September 30, 1996 and 1995, the Fund had net income of $629,186 and $656,846,
respectively.  The earnings (loss) per equivalent limited partnership unit, 
after earnings (loss) allocated to the General Partner were ($16.15) and $20.11 
based on a weighted average number of equivalent limited partnership units 
outstanding of 9,053 and 9,362 for the quarter ended September 30, 1996 and 
1995, respectively.  The earnings (loss) per equivalent limited partnership 
unit, after earnings (loss) allocated to the General Partner, were ($11.64) and 
$60.40 based on a weighted average number of equivalent limited partnership 
units outstanding of 9,369 and 10,480 for the nine months ended September 30, 
1996 and 1995, respectively.










                                        8

                       FIDELITY LEASING INCOME FUND III, L.P.

Item 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS (Continued)

RESULTS OF OPERATIONS (Continued)

    The Fund generated funds from operations of $128,757 and $317,292, for the
purpose of determining cash available for distribution during the third 
quarter of 1996 and 1995, respectively, and distributed $314,345 and $186,744 
to partners subsequent to September 30, 1996 and 1995, respectively.  For the 
nine months ended September 30, 1996 and 1995, the Fund generated $541,459 and 
$1,272,782, respectively of funds from operations and distributed $568,932 and 
$1,455,633 to partners during the nine months ended September 30, 1996 and 
1995, respectively and $314,345 and $186,744 to partners subsequent to 
September 30, 1996 and 1995, respectively.  For financial statement purposes, 
the Fund records cash distributions to partners on a cash basis in the period 
in which they are paid.

ANALYSIS OF FINANCIAL CONDITION

    The General Partner has commenced the dissolution process for the Fund with
the intent of fully liquidating the Fund by the end of 1996.  Therefore, as 
leases expire, the General Partner will seek to sell the equipment at
market value.

    The cash position of the Fund is reviewed daily and cash is invested on a
short-term basis.

    The Fund's cash from operations is expected to continue to be adequate to
cover all operating expenses and contingencies during the remainder of the 
liquidation process.






























                                         9



Part II:  Other Information


                       FIDELITY LEASING INCOME FUND III, L.P.

                                 September 30, 1996

Item 1.  Legal Proceedings: Inapplicable.

Item 2.  Changes in Securities: Inapplicable.

Item 3.  Defaults Upon Senior Securities: Inapplicable.

Item 4.  Submission of Matters to a Vote of Securities Holders: Inapplicable.

Item 5.  Other Information: Inapplicable.

Item 6.  Exhibits and Reports on Form 8-K:

          a) Exhibits:  EX-27

          b) Reports on Form 8-K:  None









































                                         10

                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                       FIDELITY LEASING INCOME FUND III, L.P.




          11-12-96    By:  Freddie M. Kotek
          ________         _____________________________
          Date             Freddie M. Kotek
                           President of F.L. Partnership Management, Inc.
                           (Principal Operating Officer)




          11-12-96    By:  Marianne T. Schuster
          ________         _____________________________
          Date             Marianne T. Schuster
                           Vice President of F.L. Partnership Management, Inc.
                           (Principal Financial Officer)





































                                         11

                                     SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the regis-
trant has duly caused this report to be signed on its behalf by the under-
signed, thereunto duly authorized.

                       FIDELITY LEASING INCOME FUND III, L.P.




          _______          _____________________________
          Date             Freddie M. Kotek
                           President of F.L. Partnership Management, Inc.
                           (Principal Operating Officer)




          _______          _____________________________
          Date             Marianne T. Schuster
                           Vice President of F.L. Partnership Management, Inc.
                           (Principal Financial Officer)




































                                         11



<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               SEP-30-1996
<CASH>                                         653,532
<SECURITIES>                                         0
<RECEIVABLES>                                   57,690
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               711,222
<PP&E>                                       4,260,078
<DEPRECIATION>                               4,130,219
<TOTAL-ASSETS>                                 841,081
<CURRENT-LIABILITIES>                          100,068
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     741,013
<TOTAL-LIABILITY-AND-EQUITY>                   841,081
<SALES>                                        628,263
<TOTAL-REVENUES>                               877,448
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               248,262
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                629,186
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            629,186
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   629,186
<EPS-PRIMARY>                                  (11.64)
<EPS-DILUTED>                                  (11.64)
        

</TABLE>


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