UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

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

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~July 20,~~CURRENT ~~2005~~REPORT Pursuant to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported)~~Exchange Act of 1934

~~CAPTEC~~January 3, ~~FRANCHISE~~2006 (Date ~~CAPITAL~~of ~~PARTNERS~~earliest ~~L.P.~~event ~~III~~reported)

~~(Exact~~CAPTEC ~~Name~~FRANCHISE ofCAPITAL ~~Registrant~~PARTNERS asL.P. ~~Specified in Its Charter)~~III

Delaware (State or Other Jurisdiction of Incorporation)	33-77510-C (Commission File Number)	38-3160141 (IRS Employer Identification No.)
24 Frank Lloyd Wright Drive
Lobby L, 4th Floor
Ann Arbor, Michigan		48106
(Address of Principal Executive Offices)		(Zip Code)

(Exact Name of Registrant as Specified in Its Charter)

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


Delaware	33-77510-C	38-3160141
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

(~~Former Name or Former Address, if Changed Since Last Report~~734) 994-5505

~~Check~~(Registrant’s ~~the~~Telephone ~~appropriate~~Number, ~~box~~Including ~~below~~Area ~~if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~ Code)

o(Former ~~Written~~Name ~~communications~~or ~~pursuant~~Former toAddress, ~~Rule 425~~if ~~under~~Changed ~~the~~Since ~~Securities~~Last ~~Act (17 CFR 230.425~~Report)

o Check ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~registrant under any of the following provisions:

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d- 2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a- ~~4(c~~12))

~~Item~~o ~~8.01.~~Pre-commencement ~~Other~~communications ~~Events~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~The~~o ~~information~~Pre-commencement ~~set~~communications ~~forth~~pursuant into ~~Exhibit~~Rule 9913e-4(c) ~~hereto~~under isthe ~~hereby~~Exchange ~~incorporated~~Act ~~herein~~(17 byCFR ~~reference~~240.13e-4(c))

~~Item~~TABLE ~~9.01.~~OF ~~Financial Statements and Exhibits.~~CONTENTS

(a) No financial statements are required to be filed as part of this Form 8-K. (b) No pro forma financial information is required to be filed as part of this Form 8-K. (c) The following exhibit is filed as part of this Form 8-K:


	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 9.01. Financial Statements and Exhibits.
Forward-Looking Statements
SIGNATURES

99Table Letter to the limited partners of Captec Franchise Capital Partners L.P. III, dated July 20, 2005.Contents

~~Forward-Looking~~Item 2.01. ~~Statements~~Completion of Acquisition or Disposition of Assets.

~~This~~On ~~Form~~January 3, ~~8-K contains forward-looking statements~~2006, ~~which~~Captec ~~are~~Franchise ~~any~~Capital ~~statements~~Partners ~~other than statements of historical fact~~L.P. AsIII ~~utilized~~(the ~~in this document, words such as~~ “~~intends,~~Partnership” ~~“anticipates,”~~) ~~“expects,”~~and ~~“will,”~~Bong Jae ~~“could,”~~Kim (“~~estimate~~Kim”) ~~and~~consummated ~~similar~~a ~~expressions~~transaction ~~are~~pursuant ~~intended~~ to ~~identify~~ ~~such forward-looking statements. These forward-looking statements, including statements concerning anticipated future revenues, by their nature involve substantial risks and uncertainties, many of~~ which ~~are beyond~~ the Partnership’s ~~control~~sold ~~and~~to ~~the~~Kim the Partnership’s ~~actual results~~property ~~may~~located ~~differ~~in ~~materially~~Ewing ~~depending~~Township, onNew aJersey ~~variety~~and ofthe ~~important~~related ~~factors.~~real ~~You~~property ~~should not place~~lease, ~~undue~~as ~~reliance on these forward-looking statements~~amended, ~~which~~between ~~speak only as of~~ the ~~date of this Form 8-K. The~~ Partnership ~~disclaims~~and ~~any~~Golden ~~obligation~~Restaurant toOperations, ~~update~~Inc. orfor ~~revise~~a ~~these~~purchase ~~forward-looking~~price ~~statements to reflect events or circumstances after the date~~ of ~~this Form 8-K or to reflect the occurrence of~~ ~~unanticipated events~~$1, ~~except as may be required by law~~650,000.

~~SIGNATURES~~ There is no material relationship between the Partnership or its affiliates and Kim, other than in respect of this transaction.

~~Pursuant~~Item 9.01. toFinancial ~~the~~Statements ~~requirements~~and ~~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~~Exhibits.

~~CAPTEC~~(a) ~~FRANCHISE~~No ~~CAPITAL~~financial ~~PARTNERS~~statements Lare required to be filed as part of this Form 8-K.P (b) No pro forma financial information is required to be filed as part of this Form 8-K. ~~III~~ (c) No exhibits are required to be filed as part of this Form 8-K.

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:		July 20, 2005

Forward-Looking Statements

~~Exhibit Index~~ This Form 8-K contains forward-looking statements, which are any statements other than statements of historical fact. As utilized in this document, words such as “intends,” “anticipates,” “expects,” “will,” “could,” “estimate” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, including statements concerning anticipated future revenues, by their 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 of the date of this Form 8-K. The Partnership disclaims any obligation to 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.

No.		Description
99		Letter to the limited partners of Captec Franchise Capital Partners L.P. III, dated July 20, 2005.

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.

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:		January 6, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

99Table Letter to the limited partners of Captec Franchise Capital Partners L.P. III, dated July 20, 2005.Contents

Table of Contents

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