RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC
10-Q, 1999-05-13
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                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549
 
                                 FORM 10-Q
 
 
[x]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
        EXCHANGE ACT OF 1934
 
        For quarterly period ended March 31, 1999
 
[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
        EXCHANGE ACT OF 1934
 
        For the transition period from ___________ to _________________
 
                     Commission File Number:  0-20671
 
            RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
        --------------------------------------------------------------------- 
        (Exact name of registrant as specified in its charter)
                               
        Texas                                                   75-2533518  
        ---------------------------------------------------------------------
                                          
        (State or other jurisdiction            (I.R.S. Employer I.D. No.) of 
                                                incorporation or organization)
                               
        8080 North Central Expressway, Dallas, Texas  75206-1857  
        ---------------------------------------------------------------------
        (Address of principal executive offices)(Zip Code) 
                               
                         214/891-8294
        ---------------------------------------------------------------------
                                           
        (Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was 
required to file such reports), and (2) has been subject to such filing 
requirements for the past 90 days.
 
                     Yes      X         No           
                           -------           -------
4,142,942 shares of common stock outstanding at April 30, 1999.
 
The Registrant's Registration Statement on Form N-2 was declared effective by 
the Securities and Exchange Commission on May 6, 1994.
<PAGE>
 <PAGE>
                      PART I - FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
          RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

                  Statement of Assets and Liabilities 
                             (Unaudited)

                     Assets
<TABLE>                                   <S>                <S>
                                          December 31, 1998  March 31, 1999

                                               <C>             <C>  
Cash                                           $ 2,573,144     $ 2,148,647 
Accounts receivable                                361,374         496,572 
Investments, at market value, cost of 
 $36,828,731 and $37,028,719                    39,251,507      45,536,225 
Organizational costs, net of accumulated 
 amortization                                       83,820             -0-    
Other assets                                        52,880          46,357 
                                               -----------     -----------
                                               $42,322,725      48,227,801 
                                               ===========     =========== 
           Liabilities and Net Assets


Liabilities:
 Accounts payable - related parties           $    218,079    $    231,046 
 Accounts payable - trade                          214,100         101,549 
 Dividends payable                                 414,845         331,435 
                                              ------------    ------------
                                                   847,024         664,030 
                                              ------------    ------------
Net Assets:
 Common stock, $1 par value;
  20,000,000 shares authorized;
  4,342,942 issued, 4,143,448
  and 4,142,942 outstanding                      4,342,942       4,342,942 
 Additional paid-in capital                     36,258,896      36,258,896 
 Treasury stock at cost,
  199,494 shares at December
  31, 1998 and 200,000 shares
  at March 31, 1999                             (1,661,439)     (1,665,219)
 Undistributed net investment income             2,535,302       8,627,152 
                                               -----------     -----------
    Net assets                                  41,475,701      47,563,771 
                                               -----------     -----------
                                               $42,322,725     $48,227,801 
                                               ===========     ===========
    Net asset value per share                       $10.01          $11.48
                                                    ======          ======
<FN>
See accompanying notes to financial statements.</FN>
</TABLE> <PAGE>
<PAGE>
              RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

                             Statement of Operations

                                   (Unaudited)

<TABLE>                                           <S>                        
                                                  Three Months Ended March 31,
                                                         1998        1999     
                                                     -----------  -----------
Investment Income:                                   <C>          <C>

 Interest                                            $   612,181  $   494,545 
 Dividends                                                   -0-      236,164 
 Other investment income                                 294,488       (9,328)
                                                     -----------  -----------
  Total investment income                                906,669      721,381 
                                                     -----------  -----------
Expenses:
 Amortization                                             30,750       83,820 
 Bank charges                                              4,272        5,330 
 Directors' fees                                          22,500       14,000 
 Legal and professional                                   27,917       28,315 
 Management fees                                         162,616      210,462 
 Taxes                                                       560          -0-  
 Other                                                    39,619       40,389 
                                                     -----------  -----------
  Total expenses                                         288,234      382,316 
                                                     -----------  -----------
  Net investment income                                  618,435      339,065 

Unrealized gain (loss) on investments                  7,328,813    6,084,720 
                                                     -----------  -----------
Net increase (decrease) in net assets
 resulting from operations                           $7,947,248    $6,423,785 
                                                     ==========    ==========
<FN>
See accompanying notes to financial statements. </FN>
</TABLE> <PAGE>
              RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

                      Statement of Changes in Net Assets

                                   (Unaudited)
<TABLE>                                           <S>
                                                  Three Months Ended March 31, 
                                                       1998            1999    
                                                    -----------   -----------
                                                    <C>           <C>
Increase (decrease) in net assets
 resulting from operations

Investment income - net                             $   618,435   $   339,065 
Unrealized gain (loss) on investments                 7,328,813     6,084,720  
   Net increase (decrease) in net assets            -----------   -----------
    resulting from operations                         7,947,248     6,423,785  

Distributions to shareholders                          (381,680)     (331,935)
Cost of shares repurchased                                  -0-        (3,780)  
                                                    -----------   -----------
Total increase (decrease)                             7,565,568     6,088,070  

Net assets
   Beginning of period                               44,497,360    41,475,701 
                                                    -----------   -----------
   End of period                                    $52,062,928   $47,563,771 
                                                    ===========   ===========
<FN>
See accompanying notes to financial statements. </FN>
</TABLE> <PAGE>
<PAGE>
             RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

                        Notes to Financial Statements

                               March 31, 1999

1.    Organization and Business Purpose

      Renaissance Capital Growth & Income Fund III, Inc. (the "Fund"), a Texas 
      Corporation, was incorporated on January 20, 1994, and had no operations 
      prior to June 24, 1994.  The Fund seeks to achieve current income and 
      capital appreciation potential by investing primarily in convertible 
      debenture and convertible  preferred stock investments of small and 
      medium size companies which are in need of capital and which the Fund 
      believes offer the opportunity for growth.  The Fund has elected to be
      treated as a business development company under the Investment Company 
      Act of 1940, as amended ("1940 Act").

2. Significant Accounting Policies

   A.  Federal Income Taxes - The Fund intends to elect the special income tax 
       treatment available to "regulated investment companies" under Subchapter
       M of the Internal Revenue Code in order to be relieved of federal income
       tax on that part of its net investment income and realized capital gains
       that it pays out to its shareholders.  The Fund's policy is to comply 
       with the requirements of the Internal Revenue Code that are applicable to
       regulated investment companies and to distribute all its taxable income
       to its shareholders.  Therefore, no federal income tax provision is 
       required.

   B.  Distributions to Shareholders - Dividends to shareholders are recorded on
       the ex-dividend date.  The Fund declared an income dividend of $0.08 per
       share for the quarter ended March 31, 1999, and has also declared a $0.74
       capital gain dividend to be paid in the second quarter of this year.

   C.  Management Estimates - The financial statements have been prepared in 
       conformity with generally accepted accounting principles.  The 
       preparation of the accompanying financial statements requires estimates 
       and assumptions made by management of the Fund that affect the reported 
       amounts of assets and liabilities as of the date of the statements of 
       financial condition and income and expenses for the period.  Actual 
       results could differ significantly from those estimates.

   D.  Financial Instruments - In accordance with the reporting requirements of
       Statement of Financial Accounting Standards No. 107, "Disclosures about 
       Fair Value of Financial Instruments," the Company calculates the fair 
       value of its financial instruments and includes this additional 
       information in the notes to the financial statements when the fair value
       is different than the carrying value of those financial instruments.  
       When the fair value reasonably approximates the carrying value, no 
       additional disclosure is made.
3.  Organization Expenses

    In connection with the offering of its shares, the Fund paid Renaissance 
    Capital Group, Inc. (the "Investment Adviser") organizational expenses of 
    $623,544.  Such expenses are deferred and amortized on a straight-line 
    basis over a five-year period.  Amortization expense for the quarter ended 
    March 31, 1999 was $83,820.

4.  Investment Advisory Agreement

    The Investment Adviser for the Fund is registered as an investment adviser 
    under the Investment Advisers Act of 1940.  Pursuant to an Investment 
    Advisory Agreement, the Investment Adviser performs certain services, 
    including certain management, investment advisory and administrative 
    services necessary for the operation of the Fund.  The Investment Adviser
    receives a fee equal to .4375% (1.75% annually) of the Net <PAGE>
            RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
  
                  Notes to Financial Statements (Continued)
  
                              March 31, 1999
  
    Assets each quarter.  The Fund accrued a liability of $210,462 for such 
    operational management fees performed during the quarter ended March 31, 
    1999. 
  
    In addition, the Fund has agreed to pay the Investment Adviser an incentive
    fee equal to 20% of any net realized capital gains after allowance for any
    unrealized capital loss of the Fund.  This management incentive fee is 
    calculated on a quarterly basis.  The Fund had no realized gains for the 
    quarter ended March 31, 1999.

5.  Capital Share Transactions

    As of March 31, 1999 there were 20,000,000 shares of $1 par value capital 
    stock authorized, 4,342,942 shares issued, 4,142,942 shares outstanding, 
    and additional paid-in capital aggregating $38,936,619.

    Year-to-date transactions in capital stock are as follows:
<TABLE>                                        <S>             <S>
                                               Shares          Amount 
                                             ---------      ----------- 
                                             <C>            <C>
Balance December 31, 1998                    4,143,448      $38,940,399 

Shares repurchased                                (506)          (3,780)
                                             ---------      -----------

Balance March 31, 1999                       4,142,942      $38,936,619 
</TABLE>

6.  Related Party Transactions

    The Investment Adviser is reimbursed by the Fund for certain administrative
    expenses under the Investment Advisory Agreement.   Such reimbursements 
    were $21,709 for the quarter ended March 31, 1999.

7.  Short-term Investments

    Short-term investments are currently held in a money market fund made up of
    U.S. Treasury obligations.   As additional cash is realized from the 
    liquidation of investments, short-term investments will also be comprised 
    of U. S. Government and Agency obligations having slightly higher yields 
    and maturity dates of three months or less.  These investments qualify for
    investment as permitted in Section 55(a) (1) through (5) of the 1940 Act.

8.  Investments

    The Fund invests primarily in convertible securities and equity investments
    of companies that qualify as Eligible Portfolio Companies as defined in 
    Section 2(a) (46) of the 1940 Act or in securities that otherwise qualify 
    for investment as permitted in Section 55(a) (1) through (5).  Under the 
    provisions of the 1940 Act <PAGE>
<PAGE>
            RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
  
                  Notes to Financial Statements (Continued)
  
                               March 31, 1999
  
    at least 70% of the Fund's assets must be invested in Eligible Portfolio 
    Companies.  These stocks are carried on the Statement of Assets and 
    Liabilities as of March 31, 1999 at fair value, as determined in good faith
    by the Investment Adviser.  The securities held by the Fund are 
    unregistered and their value does not necessarily represent the amounts that
    may be realized from their immediate sale or disposition.  The investments
    held by the Fund are convertible into the common stock of the issuer at a 
    set conversion price.  The common stock acquired upon exercise of the 
    conversion feature is generally unregistered and is thinly to moderately 
    traded but is not otherwise restricted.  The Fund generally may register 
    and sell such securities at any time with the Fund paying the costs of
    registration, although the Fund may be entitled to demand registrations and
    other registration rights which vary from investment to investment.  The 
    preferred stock positions often have call options, usually commencing three
    years subsequent to issuance, at prices specified in the stock purchase 
    agreements, and typically have a dividend right.

                        INVESTMENT VALUATION SUMMARY
<TABLE>                                       <S>   <S>              <S>
                                                      CONVERSION       FAIR
                                              COST  OR FACE VALUE     VALUE
                                          <C>         <C>         <C>
Bentley Pharmaceuticals, Inc.
12% Convertible Debenture                    744,800     840,000     831,600
Common Stock                                 500,000     625,000     618,750

Dexterity Surgical, Inc.
9% Convertible Debenture                   1,500,000   1,500,000   1,500,000
8% Convertible Preferred Stock             1,000,000     975,000     965,250
Common Stock                                 500,000     203,125     201,094

Display Technologies, Inc.
8.75% Convertible Debenture                1,750,000   2,008,435   1,988,351
Common Stock                                 500,000     630,427     624,123
Warrants to purchase 105,000 shares              -0-     112,686     111,559

Document Authentication Systems
Bridge Loan                                  219,250     219,250     219,250
5% Convertible Preferred Stock             1,500,000   1,500,000   1,500,000
Warrants to purchase 659 shares                  165         165         165

The Dwyer Group, Inc.
Common Stock                               1,966,632   1,265,612   1,252,956

Fortune Natural Resources Corp.
12% Convertible Debenture                    350,000     350,000     350,000

Integrated Security Systems, Inc.
Demand Promissory Notes                      575,000   1,047,359     984,517
9% Convertible Debenture                   2,084,101   3,796,177   3,627,930
Common Stock                                 215,899     393,259     389,326
Warrants to purchase 689,299 shares            3,750     230,549     216,941
PAGE
<PAGE>
             RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.

                  Notes to Financial Statements (Continued)

                               March 31, 1999

8.    Investments (continued)

                        INVESTMENT VALUATION SUMMARY

</TABLE>
<TABLE>                                      <S>     <S>             <S>
                                                      CONVERSION      FAIR
                                             COST    OR FACE VALUE   VALUE
                                          <C>         <C>         <C>
Interscience Computer Corporation                   
Common Stock                              4,000,000     765,625     757,969
Warrants                                          0           0           0

Intile Designs, Inc.
Common Stock                                500,000      78,150      50,000

JAKKS Pacific, Inc.
9% Convertible Debenture                  3,000,000   9,652,174   9,555,652
7% Convertible Preferred Stock            3,000,000   6,201,117   6,139,106

NewCare Health Corporation
8.5% Convertible Debenture                2,500,000   2,500,000   2,300,000
Options                                         -0-         -0-         -0-

Optical Security Group, Inc.
8% Convertible Debenture                    500,000     500,000     500,000

Play by Play Toys & Novelties, Inc.
8% Convertible Debenture                  2,500,000   2,500,000   2,500,000

Poore Brothers, Inc.
9% Convertible Debenture                  1,718,094   1,718,094   1,718,094
Common Stock                                154,628     148,901      89,967
Warrants to purchase 25,000 shares              -0-         -0-         -0-

Simtek Corporation
9% Convertible Debenture                    750,000     750,000     750,000

TAVA Technologies, Inc.
Common Stock                              1,000,000   3,333,333   3,300,000
Warrants to purchase 25,000 shares              -0-      87,500      86,625

ThermoView Industries, Inc.
10% Convertible Preferred Stock             250,000     400,000     376,000
Common Stock                                250,000     500,000     420,000

Voice It Worldwide, Inc.
8% Convertible Debenture                  2,450,000   2,450,000   1,470,000
Common Stock                              1,046,400     282,000     141,000
Warrants                                        -0-         -0-         -0-
                                         ----------  ----------  ----------

                                         37,028,719  47,563,938  45,536,225
<FN>
The fair value of debt securities convertible into common stock is the sum of 
(a) the value of such securities without regard to the conversion feature, and 
(b) the value, if any, of the conversion feature.  The fair value of debt 
securities without regard to conversion features is determined on the basis 
of the terms of the debt security, the interest yield and the financial 
condition of the issuer.  The fair value of the conversion features of a 
security, if any, are based on fair values as of this date less an allowance, 
as appropriate, for costs of registration, if any, and selling expenses.  
Publicly traded securities, or securities that are convertible into publicly 
traded securities, are valued at the last sale price, or at the average 
closing bid and asked price, as of the valuation date.  While these valuations
are believed to represent fair value, these values do not necessarily reflect
amounts which may be ultimately realized upon disposition of such securities.
</FN> </TABLE> <PAGE>
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

(1)  Material Changes in Financial Condition

The following portfolio transactions are noted for the quarter ended March 31, 
1999 (portfolio companies are herein referred to as the "Company"):

    Bentley Pharmaceuticals, Inc.  (BNT)  Subsequent to the end of the first 
quarter, the Fund purchased an additional 95,100 shares of the Company's common 
stock on the open market for $151,411.80, or a cost basis of $1.59 per share.  

    Dexterity Surgical, Inc.  (DEXT)  In March, 1999, the Company changed its 
name from LifeQuest Medical, Inc.  to Dexterity Surgical, Inc.  and also changed
its trading symbol from LQMD to DEXT.  The Company continues to trade on the 
NASDAQ Small Cap Market. 

    Subsequent to March 31, 1999, the conversion prices on the Fund's 
convertible debenture and convertible preferred stock investments were reduced
to $1.60 per share according to the automatic reset provisions of the respective
investment agreements.

    In addition to the Fund's conversion price resets, Renaissance U.S. Growth 
& Income Trust PLC ("RUSGIT") also had the conversion price on its convertible
debenture and convertible preferred stock investments reset to $1.60 per share.

    Display Technologies, Inc.  (DTEK)  In the first quarter of 1999, the 
Company registered all of the common stock underlying the Fund's convertible 
debentures and warrants, as well as the direct common stock holding owned by the
Fund.

    RUSGIT also had its investment positions registered by the Company in the 
first quarter.  

    Integrated Security Systems, Inc.   (IZZI)  As of February 22, 1999, the 
Fund consolidated its four convertible promissory notes due February 1, 1999, 
into a single $375,000 convertible promissory note.  The new convertible note 
bears interest at 9%, payable monthly, is payable on demand, is convertible 
into common stock of the Company at $0.549 per share, and is secured by all the
assets of the Company and its subsidiaries.

    On March 8, 1999, the Fund advanced the Company $200,000 pursuant to a 9% 
secured convertible promissory note due and payable within thirty days after 
demand by the Fund.  The note is secured by all the assets of the Company and 
its subsidiaries and is convertible into the Company's common stock at $0.549 
per share.  As additional consideration for the loan, the Fund received warrants
to purchase 364,299 shares of the Company's common stock at $0.549 per share 
on or before March 8, 2004.

    At March 31, 1999, the Company was in arrears on $80,632.06 in interest 
payments and advisory fees obligations.

    In addition to the Fund's investment, RUSGIT advanced $200,000 to the 
Company in March 1999 under identical terms and for identical consideration as 
the Fund's $200,000 advance.

    At March 31, 1999, the Company owed $80,632 to the Fund, of which $60,098 
represents overdue and unpaid interest.

    JAKKS Pacific, Inc.  (JAKK)  Subsequent to March 31, 1999, the Fund 
converted its $3,000,000 convertible debenture into 521,740 shares of the 
Company's common stock.  In April, 1999, the Fund sold 260,870 shares for 
$5,319,591.77, an average price of $20.39 per share, representing a gain to 
the Fund of $3,819,591.77.  The Fund now owns 260,870 shares of common stock 
as well as $3,000,000 in convertible preferred stock, convertible at $8.95 per
share.

    NewCare Health Corp.  (NWCA)  In the first quarter of 1999, the Company fell
into default on the Fund's convertible debentures by failing to maintain 
compliance with all of its agreed minimum financial ratios and standards.  In
addition, at March 31, 1999, the Company was in arrears on interest payments 
and advisory fees <PAGE>
owed to the Fund of $35,244.74.  The Manager is working diligently to remedy the
situation for the benefit of shareholders.  The Fund's Board of Directors has 
elected to place a $200,000 legal fee reserve on this investment because the 
Fund may have to exercise default remedies pursuant to its contractual 
agreements with the Company.

    Subsequent to March 31, 1999, the Company announced its results for the 
fiscal year ended December 31, 1998.  The Fund is now entitled to a reset of its
conversion price on the convertible debentures in the event that the volume-
weighted closing bid price for the Company's common stock over a specified 
period is below the current $3.81 conversion price on the debentures.  There 
is no reset in the event the market price exceeds the Fund's conversion 
price.  The Company's common stock has been trading around $1.00 per share.  

    RUSGIT will also be entitled to a reset of the conversion price on its 
convertible debentures in the event the volume-weighted closing bid price for 
NewCare shares is below the current conversion price over the relevant period.

    Play By Play Toys & Novelties, Inc.  (PBYP)  In the first quarter of 1999,
the Company fell into default on the Fund's debentures by failing to maintain 
compliance with all of its agreed minimum financial ratios and standards.  The 
Company is current, however, on principal and interest obligations.  Again, your
Manager is working hard to remedy the technical defaults for the benefit of 
shareholders.

    Simtek Corporation (SRAM)  Subsequent to March 31, 1999, the Fund had the 
conversion price on its convertible debentures in the Company reset from $0.35 
per share to $0.195 per share according to the automatic reset provisions of the
Convertible Debenture Agreement.  The reset became available when the Company 
failed to meet  its projected target of $700,000 in pretax income excluding 
extraordinary items and interest on the Fund's debentures for the one year 
period ended December 31, 1998.

    RUSGIT also had its convertible debenture conversion price reset to $0.195 
according to the automatic reset provisions of its Convertible Debenture 
Agreement.  

    TAVA Technologies, Inc.  (TAVA)  In the first quarter, the Fund converted 
its remaining convertible debentures into 666,667 shares of the Company's common
stock.  The debentures have a cost basis of $1,000,000, or $1.50 per share.  On 
April 21, 1999, the Company announced that Real Software Group, a Belgian 
software company, had entered into an agreement to acquire the Company for $190 
million, or $8 per share.  The Company expects the deal to close later this
year.

    RUSGIT also converted its remaining convertible debentures into common stock
in the first quarter.  

    Voice-It Worldwide Inc.  (MEMO)  As of March 30, 1999, the Fund's Board of 
Directors placed two reserves on the Fund's position in the Company.  The Board 
authorized a $980,000 reserve on the Fund's $2,450,000 convertible debenture, 
as well as a reserve limiting the value of the Fund's investment in the 
Company's common stock to $0.15 per share or $141,000.  The reserves have been
placed because the Company is in bankruptcy.  These asset values may change
as the bankruptcy proceeding progresses. 

(2)   Material Changes in Operations

    Net investment income for the quarter ended March 31, 1999, as compared to 
March 31, 1998, reflects a decrease of $279,371. This reported decrease is 
primarily attributable to an adjustment of prior year expenses resulting in a 
decrease of income.  During the first quarter, the Fund experienced $6,084,720
of unrealized gains resulting from an increase in the fair value of its 
investments.

     Pending investment in portfolio investments, funds are invested in 
temporary cash accounts and in government securities.  At March 31, 1999, all 
of these funds were held in a money market fund made up of U.S. Treasury 
obligations.  As additional cash is realized from the liquidation of 
investments, short-term investments will also be comprised of U.S. Government
and Agency obligations having slightly higher yields and maturity dates of three
months or less.

     During the quarter ended March 31, 1999, the Registrant paid dividend 
distributions of income and capital gains to shareholders in the amount of 
$415,345,  and accrued dividends payable to shareholders in the amount of 
$331,435. <PAGE> 

(2)   Year 2000

    Many computer software systems in use today cannot process date-related 
information from and after January 1, 2000.  The Investment Advisor has taken 
steps to review and modify its computer systems as necessary and is prepared 
for the Year 2000.  In addition, the Fund has inquired of its major service 
providers as well as its portfolio companies to determine if they are in the 
process of reviewing their systems with the same goals.  The majority of all
providers and portfolio companies have represented that they are either taking 
the necessary steps to be prepared or are currently prepared for the Year 2000.
Should any of the computer systems employed by the major service providers, or 
companies in which the Fund has an investment, fail to process this type of 
information properly, that could have a negative impact on the Fund's 
operations and the services provided to the Fund's stockholders.  It is
nticipated that the Fund will incur no material expenses related to the Year 
2000 issues.


                                    SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Fund 
has duly caused this report to be signed on its behalf by the undersigned 
thereunto duly authorized.


                            RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC. 




May 13, 1999                                             /S/
                                 ---------------------------------------------
                                 Russell Cleveland, President and Chairman 


May 13, 1999                                             /S/ 
                                 ---------------------------------------------
                                 Barbe Butschek, Corp. Secretary and Treasurer




<TABLE> <S> <C>

<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<INVESTMENTS-AT-COST>                       37,028,719
<INVESTMENTS-AT-VALUE>                      45,536,225
<RECEIVABLES>                                  496,572
<ASSETS-OTHER>                                  46,357
<OTHER-ITEMS-ASSETS>                         2,148,647
<TOTAL-ASSETS>                              48,227,801
<PAYABLE-FOR-SECURITIES>                             0
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                      664,030
<TOTAL-LIABILITIES>                            664,030
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                    38,936,619
<SHARES-COMMON-STOCK>                        4,142,942
<SHARES-COMMON-PRIOR>                        4,143,448
<ACCUMULATED-NII-CURRENT>                      119,646
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                     8,507,506
<NET-ASSETS>                                47,563,771
<DIVIDEND-INCOME>                              236,164
<INTEREST-INCOME>                              494,545
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