UNITED STATES
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: 33-26076
DEAN WITTER PRINCIPAL GUARANTEED FUND III L.P.
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(Exact name of registrant as specified in its charter)
TWO WORLD TRADE CENTER, 62ND FLOOR, NEW YORK, NEW YORK 10048, (212) 392-8899
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
UNITS OF LIMITED PARTNERSHIP INTEREST
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(Title of each class of securities covered by this Form)
NONE
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(Titles of all other classes of securities for which a duty to file reports
under section 13(a) or 15(d) remains)
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)(i) /X/
Rule 12g-4(a)(1)(ii) /_/ Rule 12h-3(b)(1)(ii) /_/
Rule 12g-4(a)(2)(i) /_/ Rule 12h-3(b)(2)(i) /_/
Rule 12g-4(a)(2)(ii) /_/ Rule 12h-3(b)(2)(ii) /_/
Rule 15d-6 /_/
Approximate number of holders of record as of the certification or notice
date: ZERO
Pursuant to the requirements of the Securities Exchange Act of 1934, Dean
WitterPrincipal Guaranteed Fund III L.P. has caused this certification/notice to
be signed on its behalf by the undersigned duly authorized person.
Date: June 5, 1997 By: /s/Mark J. Hawley
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Demeter Management Corporation, General Partner
Mark J. Hawley, President
Instruction: This form is required by Rules 12g-4,12h-3 and 15d-6 of the General
Rules and Regulations under the Securities Exchange Act of 1934. The registrant
shall file with the Commission three copies of Form 15, one of which shall be
manually signed. It may be signed by an officer of the registrant, by counsel or
by any other duly authorized person. The name and title of the person signing
the form shall be typed or printed under the signature.
