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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-Q/A

(AMENDMENT NO. 1)



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended April 30, 2006

OR



| ̈ | 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 000-29665



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EXCELSIOR VENTURE PARTNERS III, LLC

(Exact Name of Registrant as Specified in Its Charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 13-4102528                          
|(State or Other Jurisdiction of Incorporation or Organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|225 High Ridge Road, Stamford, CT                              |  | 06905                               
|(Address of Principal Executive Offices)                       |  | (Zip Code)                          

Registrants Telephone Number, Including Area Code (203) 352-4400



Former Name, Former Address and Former Fiscal Year, if Changed Since last Report.



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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 ̈

Indicate by check mark whether the Registrant is a large
accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large filer in Rule 12b-2 of the Exchange Act. (check one):    Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  x

Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE

PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12,13 or 15(d) of the Securities Exchange Act subsequent to the distribution of securities under a
plan confirmed by a court.    Yes ̈No ̈



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EXPLANATORY NOTE

THE PURPOSE OF THIS AMENDMENT NO. 1 (THE AMENDMENT) TO THE QUARTERLY REPORT ON FORM 10-Q OF EXCELSIOR VENTURE PARTNERS III, LLC (THE REGISTRANT) FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2006 (THE ORIGINAL FORM
10-Q) IS TO INCLUDE TWO PARAGRAPHS IN NOTE 2 TO THE FINANCIAL STATEMENTS THAT WERE INADVERTENTLY OMITTED DUE TO A PRINTING ERROR AND TO REPLACE A LINE IN THE CHART LOCATED IN NOTE 5 TO THE FINANCIAL STATEMENTS. NO OTHER INFORMATION INCLUDED IN
THE ORIGINAL FORM 10-Q IS AMENDED BY THIS AMENDMENT.



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The following paragraphs are inserted as the fifth and sixth paragraphs in Note 2 to the Financial Statements:

In addition to the management fee, the Investment Adviser is entitled to allocations and distributions equal to the Incentive Carried
Interest. The Incentive Carried Interest is an amount equal to 20% of the excess, if any, of the Companys cumulative realized capital gains on Direct Investments, over the sum of (a) cumulative realized capital losses on investments of
any type (b) cumulative gross unrealized capital depreciation on investments of any type, and (c) cumulative net expenses. Direct Investments means Company investments in domestic and foreign companies in which the equity is closely held
by company founders, management, and/or a limited number of institutional investors and negotiated private investments in public companies. As of April 30, 2006 and April 30, 2005, there was no Incentive Carried Interest earned by the
Investment Adviser or the former Investment Adviser.

Pursuant to an Administration, Accounting and Investor Services Agreement, the
Company retains PFPC Inc. (PFPC), a majority-owned subsidiary of The PNC Financial Services Group, as administrator, accounting and investor services agent. In addition, PFPC Trust Company serves as the Companys custodian. In
consideration for its services, the Company (i) pays PFPC a variable fee between 0.105% and 0.07%, based on average quarterly net assets, payable monthly, subject to a minimum quarterly fee of approximately $30,000, (ii) pays annual fees
of approximately $15,000 for taxation services and (iii) reimburses PFPC for out-of-pocket expenses.

The following row is inserted to replace the row
entitled OpVista, Inc., Warrants in the Original Form 10-Q in the chart in Note 5 to the Financial Statements:



|                        |  |   |  |   |  |       |  |   |  |   |  |   |  |           |  |      
|----------------------- |  | - |  | - |  | ----- |  | - |  | - |  | - |  | --------- |  | -----
|OpVista, Inc., Warrants |  |  |  |  |  | 8,681 |  |  |  |  |  |  |  | 3,386,121 |  | 8,681



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SIGNATURES

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.



|                   |  |                                     |  |                                                              |  |                         
|------------------ |  | ----------------------------------- |  | ------------------------------------------------------------ |  | ------------------------
|                   |  | EXCELSIOR VENTURE PARTNERS III, LLC
|                   |  |                                     | 
|Date: July 5, 2006 |  |                                     |  | By:                                                          |  | /s/ Leo P. Grohowski    
|                   |  |                                     |  | Leo P. Grohowski Co-Chief Executive Officer                 
|                   |  |                                     | 
|Date: July 5, 2006 |  |                                     |  | By:                                                          |  | /s/ Raghav V. Nandagopal
|                   |  |                                     |  | Raghav V. Nandagopal Co-Chief Executive Officer             
|                   |  |                                     | 
|Date: July 5, 2006 |  |                                     |  | By:                                                          |  | /s/ Robert F. Aufenanger
|                   |  |                                     |  | Robert F. Aufenanger Treasurer (Principal Financial Officer)