UNITED STATES SECURITIES AND EXCHANGE COMMISSION ~~Washington, D.C. 20549~~

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Pursuant to Section~~December 1322, ~~or 15~~2004 (d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act of 1934~~reported)

~~September 24, 2003 (Date of earliest event reported)~~ CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III ~~(Exact Name of Registrant as Specified in Its Charter)~~

~~Delaware~~ (~~State~~Exact ofName ~~Other Jurisdiction~~ of ~~Incorporation)~~Registrant ~~33-77510-C~~as ~~(Commission~~Specified ~~File~~in ~~No.)~~Its ~~38-3160141 (I.R.S. Employer Identification No.~~Charter)

24 Frank Lloyd Wright Drive, Lobby L, 4th Floor P.O. Box 544, Ann Arbor, Michigan 48106-0544 (Address of Principal Executive Offices)


Delaware	333-9371	38-3160141
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)

24 Frank Lloyd Wright Drive
Lobby L, 4th Floor
Ann Arbor, Michigan		48106
(Address of Principal Executive Offices)		(Zip Code)

(734) 994-5505
(Registrant’s Telephone Number, Including Area Code)

~~Not Applicable~~ (Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))


o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

TABLE OF CONTENTS

~~SIGNATURES~~Item ~~EXHIBIT~~1.02. ~~INDEX~~Termination ~~Letter~~of ~~From~~a ~~PricewaterhouseCoopers~~Material ~~LLP~~Definitive Agreement. Forward-Looking Statements SIGNATURES

~~Item~~Section 4.1 ~~Changes~~— In Registrant’s ~~Certifying~~Business ~~Accountant.~~and Operations

OnItem ~~September 24, 2003, the Registrant dismissed PricewaterhouseCoopers LLP (“PWC”) as the Registrant’s certifying accountant~~1. PWC’s report on the financial statements for the past two years contained no adverse opinion or disclaimer of opinion, nor was the report qualified or modified as to uncertainty, audit scope, or accounting principles02. ~~The~~Termination ~~decision to change accountants was approved by GP3 Asset Acquisition, LLC, the Registrant’s sole manager. The Registrant does not have a board~~ of directors or audit committee. In connection with its audits for the two most recent fiscal years and through September 24, 2003, there have been no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused them to make reference thereto in their report on the financial statements for such years. The Registrant has requested that PricewaterhouseCoopers LLP furnish it with a ~~letter~~Material ~~addressed~~Definitive ~~to the SEC stating whether or not it agrees with the above statements~~Agreement. ~~A copy of such letter, dated September 25, 2003, is filed as Exhibit 16 to this Form 8-K.~~

~~Item~~ On December 522, 2004, GE Franchise Finance Corporation (“GE Capital”) elected to terminate a certain Agreement of Sale (the “Agreement”) dated November 19, 2004, by and between Captec Franchise Capital Partners L.P. ~~Other~~III ~~Events~~(the “Partnership”) and GE Capital. There is no material relationship between the Partnership or its affiliates and GE Capital, other than in respect of the Agreement.

~~Effective~~Under ~~December 1~~the Agreement, ~~2001~~the ~~Captec~~Partnership ~~Net~~agreed ~~Lease~~to ~~Realty,~~sell ~~Inc.,~~to ~~the~~GE ~~former general~~Capital ~~partner~~twelve of the ~~Registrant~~Partnership’s properties, ~~was merged with~~ and ~~into~~certain ~~Commercial~~real ~~Net Lease~~property ~~Realty~~leases, ~~Inc.~~equipment ~~(“Commercial~~and ~~Net~~equipment ~~Lease”).~~leases Inrelated ~~connection~~to ~~with the merger,~~such ~~Commercial~~properties, ~~Net~~for ~~Lease~~an ~~agreed~~aggregate topurchase ~~sell~~price ~~and~~of ~~assign~~$20,565,000. ~~its~~The ~~general~~Agreement ~~partnership~~provided ~~interest in~~that the purchase ~~Registrant~~price tocould ~~GP3~~be ~~Asset~~adjusted ~~Acquisition~~if, ~~LLC~~among ~~(“GP3~~other ~~Asset~~things, ~~Acquisition”).~~less ~~In order~~than toall ~~complete~~the ~~this~~properties ~~transaction,~~set forth in the ~~consent~~Agreement ofwere asold ~~majority~~to inGE ~~interest~~Capital ~~of the~~due ~~limited~~to ~~partners~~the ofexercise ~~the~~by ~~Registrant~~tenants ~~and~~of ~~the~~certain ~~Registrant’s~~rights ~~lender~~of ~~was~~first ~~required.~~refusal ~~Effective~~contained ~~January 15,~~in ~~2002,~~ the ~~requisite~~property ~~limited~~leases ~~partner~~or ~~consents to~~for ~~the~~certain ~~transfer~~changes ofin the ~~general~~10 ~~partnership~~Year ~~interest~~U.S. toSwap ~~GP3 Asset Acquisition~~Interest ~~were~~Rate ~~obtained~~Index. OnThe ~~September 11,~~Agreement ~~2003,~~also ~~KeyBank~~provided ~~Real~~that ~~Estate~~GE Capital’s ~~Markets,~~obligations under the Agreement were ~~Inc.~~contingent ~~(“KeyBank”),~~upon asthe ~~authorized~~satisfaction ~~agent~~of ~~for~~certain ~~J.P.~~conditions, ~~Morgan~~which ~~Chase~~included, ~~Bank~~among ~~(the “Lender”)~~other things, the condition ~~Registrant’s~~that ~~lender,~~GE ~~consented~~Capital toobtain ~~the~~all ~~transfer~~necessary board of ~~the~~directors’ ~~general partnership~~and ~~interest~~related ininvestment approvals for the ~~Registrant~~transactions tocontemplated ~~GP3~~by ~~Asset~~the ~~Acquisition~~Agreement.

InOn ~~connection~~December 22, ~~with~~2004, ~~KeyBank’s~~GE ~~consent~~Capital toinformed ~~this~~the ~~transfer,~~Partnership ~~GP3~~that ~~Asset Acquisition,~~it ~~CRC~~was ~~Asset~~electing ~~Acquisition~~to ~~LLC~~terminate the ~~(“CRC~~Agreement ~~Asset~~on ~~Acquisition”),~~ the ~~sole member~~basis ofthat ~~GP3~~GE ~~Asset~~Capital ~~Acquisition,~~was ~~and~~unable ~~Patrick~~to L.obtain ~~Beach,~~ the ~~sole~~necessary ~~member~~board of ~~CRC~~directors’ ~~Asset~~and ~~Acquisition,~~related ~~were~~investment ~~required~~approvals tofor ~~guaranty~~ the ~~Registrant’s~~transactions ~~performance under~~contemplated ~~certain documents (the “Loan Documents”) executed~~ by the ~~Registrant~~Agreement. inThe ~~connection~~Partnership ~~with~~did ~~certain~~not ~~loans~~incur ~~from~~any ~~the~~material ~~Lender~~early totermination ~~the~~penalties ~~Registrant~~ in ~~the aggregate~~connection ~~principal~~with ~~amount of $8,194,000. In addition,~~ the ~~Registrant was~~ ~~required~~termination ~~acknowledge that the Loan Documents represent the valid, enforceable and collectible obligations~~ of the ~~Registrant~~Agreement.

~~Item 7.~~Forward-Looking ~~Financial~~ Statements ~~and Exhibits.~~

~~(a)~~ This NoForm ~~financial~~8-K contains forward-looking statements, which are ~~required~~any tostatements beother ~~filed~~than statements asof ~~part~~historical offact. As utilized in this ~~Form~~document, 8words such as “intends,” “anticipates,” “expects,” “will,” “could,” “estimate” and similar expressions are intended to identify such forward-Klooking statements. ~~(b)~~These Noforward-looking ~~pro~~statements, ~~forma~~including ~~financial~~statements concerning ~~information~~anticipated isfuture ~~required~~revenues, toby betheir ~~filed~~nature involve substantial risks and uncertainties, many of which are beyond the Partnership’s control and the Partnership’s actual results may differ materially depending on a variety of important factors. You should not place undue reliance on these forward-looking statements, which speak only as ~~part~~of the date of this Form 8-K. ~~(c)~~ The ~~following~~Partnership ~~exhibit~~disclaims isany ~~filed~~obligation asto ~~part~~update or revise these forward-looking statements to reflect events or circumstances after the date of this Form 8-K: or to reflect the occurrence of unanticipated events, except as may be required by law.

16Table Letterof from PricewaterhouseCoopers, LLP to the Commission, dated September 25, 2003, stating that it agrees with the statements made in Registrant’s Report on Form 8-K.Contents

~~Table of Contents~~SIGNATURES

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

~~Pursuant~~CAPTEC toFRANCHISE ~~the~~CAPITAL ~~requirements~~PARTNERS ofL.P. ~~the Securities Exchange Act of 1934, the~~III ~~Registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned hereunto duly authorized.~~

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III


By:		GP3 Asset Acquisition, LLC
		General Partner of Captec Franchise Capital Partners L.P. III

By:		/s/ Patrick L. Beach

		Patrick L. Beach
		President

Date:		December 28, 2004

By:		GP3 Asset Acquisition, LLC, Its Manager
By:		/s/ Patrick L. Beach Patrick L. Beach President
Date:		October 1, 2003

EXHIBIT INDEX

EXHIBIT NO.		DESCRIPTION
EX-16		Letter from PricewaterhouseCoopers, LLP to the Commission, dated September 25, 2003, stating that it agrees with the statements made in Registrant’s Report on Form 8-K.

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