RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC
8-A12G, 1996-04-25
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  <PAGE> 1
                             FORM 8-A              
      ----------------------------------------------------                    
                SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549      
      ----------------------------------------------------                    
                                                 
        For registration of certian classes of securities
            pursuant to section 12(b) or (g) of the
                Securities Exchange Act of 1934.


        RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
      (Exact name of registrant as specified in its charter)


                 Texas                                  75-2533518
  (State of incorporation or organization)    (I.R.S. Employer Identification 
                                               No.)


          Suite 210, L.B. 59,
        8080 N. Central Expwy.
         Dallas,   Texas                                   75206
  (Address of principle executive offices)              (Zip Code)


      Securities to be registered pursuant to Section 12(b) of the Act:


      Title of each class                   Name of each exchange on which
       to be registered                     each class is to be registered
       ----------------                     ------------------------------
           N/A                                           N/A


       Securities to be registered pursuant to Section 12(g) of the Act:

                                 COMMON STOCK
                               (Title of class)
  ---------------------------------------------------------------------------

       If this Form relates to the registration of a class of debt securities
  and is effective upon filing pursuant to General Instruction A.(c)(1),
  please check the following box. [  ] [Added in Release No. 34-34922
  (85,450), effective December 7, 1994, 59 F.R. 55342.]

       If this Form relates to the registration of a class of debt securities
  and is to become effective simultaneously with the effectiveness of a
  concurrent registration statement under the Securities Act of 1933 pursuant
  to General Instruction A.(c)(2), please check the following box. [  ] 
  [Added in Release No. 34-34922 (85,450), effective December 7, 1994, 59
  F.R. 55342.]




  <PAGE> 2
                               ITEM 1.

  Description of Registrant's Securities to be Registered:
  -------------------------------------------------------

       Incorporated by reference from Form N-2 as filed with the Securities
  and Exchange Commission on February 25, 1994 (Registration No. 33-75758).

                               ITEM 2.

  Exhibits.
  --------
       I.     Incorporated by reference from From N-2 as filed with the
  Securities and Exchange Commission and has been forwarded to the NASDAQ
  Stock Exchange.

    II.1.     Pursuant to this rule, copies of the 1995 Annual Report on Form
  10K was filed with the Securities & Exchange Commission on EDGAR on April
  1, 1996 (accession no. 0000919567-96-000009) and has been forwarded to the
  NASDAQ.

   II.2.     Copies of the following quarterly reports were filed with the
  SEC: 3/31/95 Form 10Q filed on 5/22/95; 6/30/95 Form 10Q filed on 8/14/95;
  and 9/30/95 Form 10Q filed on 11/14/95 and have all been forwarded to the
  NASDAQ. 

   II.3.     Copies of the latest definitive proxy statement which was filed
  with the SEC on April 3, 1996 (acession number 0000919567-96-00001) are
  being forwarded to the NASDAQ.

   II.4.     Copies of the charter and bylaws pursuant to this rule are
  incorporated in Form N-2.

   II.5.     A Specimen or copies of each security to be registered is being
  forwarded to NASDAQ.

   II.6.     Copies of the 1995 Annual Report submitted to stockholders are
  being forwarded to NASDAQ.

                               SIGNATURE
                               ---------

       Pursuant to the requirements of Section 12 of the Securities Exchange
  Act of 1934, the registrant has duly caused this registration statement to
  be signed on its behalf by the undersigned, thereto duly authorized.

                          Renaissance Capital Growth & Income Fund III, Inc.
                                            (Registrant)


                          By: /s/ Vance M. Arnold
                             ------------------------------
                              Vance M. Arnold
                              Executive Vice President
                              Renaissance Capital Group, Inc.




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