SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

__________ 

FORM 8-K 

CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported)  1934

JuneDate 25,of 2003Report (Date of earliest event reported)  January 8, 2004   (JuneDecember 2331, 2003) )

Commission File Number 01-10813 

PLM EQUIPMENT GROWTH FUND III LIQUIDATING TRUST 

(Exact name of registrant as specified in its charter) 

California		68-0146197

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)



235 3 ^rd Street South, Suite 200
St Petersburg, FL		33701
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (727) 803-1800 

Item 52.        Other ItemsAcquisition or Disposition of Assets 

On JuneDecember 2331, 2003, PLM Equipment Growth Fund III Liquidating Trust (the "Trust") declaredsold andits paidresidual asharing $0.54 distribution per beneficiary interest in casha generatedportfolio from the operations of therailcars Trustto andPatriot theRailcar dispositionHoldings of equipment. In totalI, $5LLC,611,003.98 wasan distributedunaffiliated tothird theparty, beneficialfor interestcash holdersproceeds of theapproximately Trust$0.4 million. 

AOn finalDecember distribution31, to the beneficial interest holders will occur after all Trust liabilities are paid2003, assets are liquidated and all litigations involving the Trust aresold settled.its Whiletrailer the remaining equipment ofportfolio theto Trust,Cypress whichEquipment includesFund oneV, hundredLLC, sixtyan trailersunaffiliated andthird twenty-seven marine containersparty, is actively being marketed for sale,cash theproceeds amount or timing of theapproximately final distribution cannot be estimated at this time$0.3 The Trust also owns a residual interest in railcars recently soldmillion. 

The Trust has now disposed of all of its equipment. A subsidiary of the Trust’s predecessor entity, PLM Equipment Growth Fund III, is a defendant in a lawsuit. The Trust could be liable for a settlement against this entity. The Trustee is seeking a resolution to this suit. A final distribution will be made to the beneficiaries of the Trust once all liabilities have been paid and all legal matters are settled. 

  Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits. 

(c)      Exhibits: 

2016.1       June 23Residual Sharing Agreement Amendment dated as of December 31, 2003 Letterby toand beneficialamong interestPLM holdersFinancial ofServices, Inc., not in its individual capacity but solely as liquidating trustee for the Trust, Transportation Equipment-PLM, LLC, and Patriot Railcar Holdings I, LLC. 

16.2 Purchase Agreement dated as of December 31, 2003 among PLM Transportation Equipment Corporation, PLM Financial Services Inc. not in its individual capacity but solely as liquidating trustee for the Trust and Cypress Equipment Fund V, LLC 

SIGNATURE 

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

		PLM EQUIPMENT GROWTH FUND III LIQUIDATING TRUST
Date: June 25, 2003	By:	/s/ Richard K Brock
Date: January 8, 2003	By:	/s/ Richard K Brock _________________________
		Rick K Brock Chief Financial Officer
		Richard K Brock Chief Financial Officer

EXHIBIT INDEX

Exhibit Designation	Nature of Exhibit
20.1	Letter accompanying distribution to beneficial interest holders of the Trust dated June 23, 2003.

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