U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer:
IAI Investment Funds III, Inc.
3700 First Bank Place
601 Second Avenue South
Minneapolis, MN 55402
2. Name of each series or class of securities for which
this form is filed (If the Form is being filed for all
series and classes of securities of the issuer, check
the box but do not list series or classes):
IAI Developing Countries Fund
3. Investment Company Act File Number:
Securities Act File Number: 33-10207
4(a). Last day of fiscal year for which this Form is
filed:
October 28, 1998
4(b). X Check box if this Form is being filed late
(i.e., more than 90 calendar days
after the end of the issuer's fiscal year).
Note: If the Form is being filed late, interest must
be paid on the registration fee
due.
4(c). Check box if this is the last time the issuer
will be filing this Form.
5. Calculation of registration fee:
(i) Aggregate sale price of $5,488,001
securities sold during the fiscal
year pursuant to section 24(f):
(ii) Aggregate price of securities $11,804,874
redeemed or repurchased during the
fiscal year:
(iii) Aggregate price of securities $0
redeemed or repurchased during any
prior fiscal year ending no earlier
than October 11, 1995 that were not
previously used to reduce
registration fees payable to the
Commission:
(iv) Total available redemption $11,804,874
credits [add Items 5(ii) and
5(iii)]:
(v)Net sales - if Item 5(i) is greater $0
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]:
(vi) Redemption credits available ($6,316,873)
for use in future years - if Item
5(i) is less than Item 5(iv)
[subtract Item 5(iv) from Item
5(i)]:
(vii) Multiplier for determining .000295
registration fee (See Instruction
C.9):
(viii) Registration fee due [multiply =$0
Item 5(v) by Item 5(vii)] (enter "0"
if no fee is due):
6. Prepaid Shares
If the response to Item 5(i) was determined by
deducting an amount of securities that were
registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before
[effective date of rescission of rule 24e-2], then
report the amount of securities (number of shares
or other units) deducted here: 0. If there is a
number of shares or other units that were
registered pursuant to rule 24e-2 remaining unsold
at the end of the fiscal year for which this form
is filed that are available for use by the issuer
in future fiscal years, then state that number
here: 0.
7. Interest due - if this Form is being filed more
than 90 days after the end of the issuer's fiscal
year (see Instruction D):
+$0
8. Total of the amount of the registration fee due
plus any interest due [line 5(viii) plus line 7]:
=$0
9. Date the registration fee and any interest payment
was sent to the Commission's lockbox depository:
Method of Delivery:
Wire Transfer
Mail or other means
SIGNATURES
This report has been signed below by the following
persons on behalf of the issuer and in the capacities
and on the dates indicated.
By (Signature and Title):
________________________________________
Paul Perseke, Vice President
Date: ______________
