PAINEWEBBER EQUITY PARTNERS THREE LIMITED PARTNERSHIP
15-12G, 1999-08-13
REAL ESTATE
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                                    FORM 15
      [Adopted in Release No. 34-20784 (Paragraph 83,508), March 22, 1984,
                   effective March 30, 1984, 49 F.R., 12688.]

                    U. S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                     FORM 15

Certification  and Notice of Termination of Registration  under Section 12(g) of
the Securities  Exchange Act of 1934 or Suspension of Duty to File Reports Under
Sections 13 and 15 (d) of the Securities Exchange Act of 1934.

                         Commission File Number: 0-17881


              PAINEWEBBER EQUITY PARTNERS THREE LIMITED PARTNERSHIP
              -----------------------------------------------------
             (Exact name of registrant as specified in its charter)

265 Franklin Street, Boston, Massachusetts 02110     (617) 439-8118
- --------------------------------------------------------------------------------
(Address,including  zip code,  and  telephone  number,  including  area code, or
registrant's principal executive offices)

                      Units of Limited Partnership Interest
                      -------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
                                      ----


 (Titles of all other  classes of  securities  for which a duty to file  reports
under section 13 (a) or 15 (d) remains)


<PAGE>


Please place an X in the box(es) to designate the appropriate rule  provision(s)
relied upon to terminate or suspend the duty to file reports:


Rule 12g-4(a) (1) (i)               [  x  ]     Rule 12h-3(b) (1) (ii)  [     ]
Rule 12g-4(a) (1) (ii)              [     ]     Rule 12h-3(b) (2) (i)   [     ]
Rule 12g-4(a) (2) (i)               [     ]     Rule 12h-3(b) (2) (ii)  [     ]
Rule 12g-4(a) (2) (ii)              [     ]     Rule 15d-6              [     ]
Rule 12h-3(b) (1) (i)               [  x  ]

Approximate number of holders of record as of the certification or notice date:
None

Pursuant to the requirements of the Securities  Exchange Act of 1934 PaineWebber
Equity Partners Three Limited  Partnership has caused this  certification/notice
to be signed on its behalf by the undersigned duly authorized person.

                         PaineWebber Equity Partners Three Limited Partnership

                         By: Third Equity Partners, Inc.
                             --------------------------
                              Managing General Partner

                             By: /s/ Walter V. Arnold
                                 ---------------------
                             Name: Walter V. Arnold
                             Title: Senior Vice President and
                                    Chief Financial Officer


DATE:  August 13, 1999



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