SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Rule 24f-2 Notice for
IAI Investment Funds III, Inc. (the "Fund")
File #33-10207
1. The Fund's most recent fiscal year ended January
31, 1996.
2. No securities have been registered during the
fiscal year ended January 31, 1996, other than
pursuant to Rule 24f-2.
3. During the fiscal year ending January 31, 1996,
10,434,959 shares of Series A Common Stock, with
an approximate value of $135,060,697, and
1,055,050 shares of Series B Common Stock, with an
approximate value of $10,946,283, were sold in
reliance upon Rule 24f-2. During the same period,
the Fund redeemed 10,290,719 shares of Series A
Common Stock, with an approximate value of
$133,948,117, and 358,208 shares of Series B
Common Stock, with an approximate value of
$3,802,706, resulting in a net increase of 841,082
shares of the Fund with an approximate value of
$8,256,157.
4. 1/29% of $8,256,157 is $2,847. Such amount has
been wired to the Commission's account at Mellon
Bank.
IAI Investment Funds III, Inc.
By________________________
William C. Joas
Its Secretary
Dated: March 26, 1996
