UNITED
        STATES
 SECURITIES
        AND EXCHANGE COMMISSION
 WASHINGTON,
        D.C. 20549
 
 FORM
        10-Q/A
 (Amendment
        No. 1)
 
 (MARK
        ONE)
 
 [X]  QUARTERLY
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                  EXCHANGE ACT OF 1934
 
 For
        the
        quarterly period ended March 31,
        2007
 
 Or
 
 [   ]  TRANSITION
                  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
                  EXCHANGE ACT OF 1934
 
 Transition
        Period From _______ To ________
 
 COMMISSION
        FILE NUMBER 333-105017
 
 VESTIN
                  FUND III, LLC(Exact
                  name of registrant as specified in its
                  charter)
 
 
 NEVADA
              
              87-0693972(State
                  or Other Jurisdiction of
              
              (I.R.S.
                  EmployerIncorporation
                  or Organization)
              
              Identification
                  No.)
 
 8379
        WEST SUNSET ROAD, LAS VEGAS,
        NEVADA  89113
 (Address
        of Principal Executive Offices) (Zip Code)
 
 Registrant’s
        Telephone Number: 702.227.0965
 
 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, an
        accelerated filer, or a non-accelerated filer.  See definition of
“accelerated filer and large accelerated 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 Securities Exchange Act).
 
 Yes  [   ]     No  [X]
 
 As
        of May
        10, 2007, 2,525,561 units of interest in the Company were
        outstanding.
 
  
  EXPLANATORY
        NOTE
 
 
 The
        purpose of this Form 10-Q/A, Amendment No. 1 to our Quarterly Report on Form
        10-Q for the quarterly period ended March 31, 2007, as filed with the Securities
        and Exchange Commission on May 11, 2007 (the “Original Filing”) is to amend the
        certifications attached as Exhibits 31.1 and 31.2 to the Original
        Filing.  The
        certifications are being amended to conform to the language set forth in
        Regulation S-K, Item 601(b) (31).
 
 Except
        for the item described above, no other information in the Original Filing
        is
        amended hereby, and this amendment does not reflect events occurring after
        the
        Original Filing or modify or update those disclosures affected by subsequent
        events. Accordingly, this Form 10-Q/A should be read in conjunction with
        our
        filings with the Securities and Exchange Commission subsequent to the Original
        Filing.
 
  
  
 SIGNATURES
 
 Pursuant
        to the requirements of Section 13 or 15(d) of the Securities Exchange Act
        of
        1934, the Registrant has duly caused this report to be signed on its behalf
        by
        the undersigned thereunto duly authorized.
 
 Vestin
                  Fund III, LLCBy:
              
              Vestin
                  Mortgage, Inc., its sole ManagerBy:
              
              /s/
                  Michael V. ShustekMichael
                  V. ShustekChief
                  Executive Officer and Sole Director of the Manager(Principal
                  Executive Officer of Manager)By:
              
              /s/Rocio
                  RevolloRocio
                  RevolloChief
                  Financial Officer of the Manager(Principal
                  Financial and Accounting Officer of the
                  Manager)
 
 Date:
        January 11, 2008