Form 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

               |X|    Quarterly Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934.
                      For the quarterly period ended March 31, 1999

               |_|    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 000-19160

                      ATEL Cash Distribution Fund III, L.P.
             (Exact name of registrant as specified in its charter)

California                                                        94-3100855
(State or other jurisdiction of                               (I. R. S. Employer
incorporation or organization)                               Identification No.)

           235 Pine Street, 6th Floor, San Francisco, California 94104
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (415) 989-8800



Indicate  by a 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  |_|

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      None
<PAGE>

                          Part I. FINANCIAL INFORMATION

Item 1.  Financial Statements.
<PAGE>


                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                  BALANCE SHEET

                                 MARCH 31, 1999
                                   (Unaudited)


                                     ASSETS


Cash and cash equivalents                                            $9,044,571

Accounts receivable                                                     105,715

Investments in leases                                                 5,572,260
                                                               -----------------
Total assets                                                        $14,722,546
                                                               =================


                        LIABILITIES AND PARTNERS' CAPITAL


Non-recourse debt                                                     $ 286,148

Accrued interest                                                            862

Accounts payable:
     General Partners                                                    21,240
     Other                                                              224,779

Unearned operating lease income                                          81,554
                                                               -----------------
Total liabilities                                                       614,583

Partners' capital:
     General Partners                                                   244,975
     Limited partners                                                13,862,988
                                                               -----------------
Total partners' capital                                              14,107,963
                                                               -----------------
Total liabilities and partners' capital                             $14,722,546
                                                               =================

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                                INCOME STATEMENTS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                   1999             1998
                                                                   ----             ----
Revenues:
Lease revenues:
<S>                                                                <C>               <C>      
   Operating leases                                                $ 461,446        $1,357,597
   Direct financing leases                                            23,811            57,438
   Leveraged leases                                                    5,281             4,644
   Gain on sales of assets                                             3,677           203,742
Interest income                                                       90,096            92,295
Other                                                                    651             1,571
                                                              --------------- -----------------
                                                                     584,962         1,717,287
                                                              --------------- -----------------
Expenses:
Depreciation and amortization                                        200,119           815,475
Equipment and partnership management fees to General Partners         52,726            83,578
Taxes on income and franchise fees                                    36,583             5,460
Administrative cost reimbursements to General Partners                24,695            72,999
Other                                                                 14,532            17,393
Interest                                                               9,076            45,920
Professional fees                                                      4,002             2,596
Provision for losses                                                       -            17,173
                                                              --------------- -----------------
                                                                     341,733         1,043,421
                                                              --------------- -----------------
Net income                                                         $ 243,229         $ 673,866
                                                              =============== =================

Net income:
     General Partners                                                $ 2,432           $ 6,739
     Limited Partners                                                240,797           667,127
                                                              --------------- -----------------
                                                                    $243,229          $673,866
                                                              =============== =================

Net income per Limited Partnership unit                               $ 0.03            $ 0.09

Weighted average number of units outstanding                       7,376,201         7,376,284
</TABLE>

                    STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                        THREE MONTHS ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
                                     Limited Partners           General
                               Units            Amount          Partners          Total
<S>                             <C>             <C>               <C>             <C>        
Balance December 31, 1998       7,376,201       $16,388,235       $ 242,543       $16,630,778
Net income                                          240,797           2,432           243,229
Distributions                                    (2,766,044)              -        (2,766,044)
                          ---------------- ----------------- --------------- -----------------
Balance March 31, 1999          7,376,201       $13,862,988       $ 244,975       $14,107,963
                          ================ ================= =============== =================
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                            STATEMENTS OF CASH FLOWS

                            THREE MONTH PERIODS ENDED
                             MARCH 31, 1999 AND 1998
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                        1999             1998
                                                        ----             ----
Operating activities:
<S>                                                   <C>                <C>       
Net income                                              $ 243,229         $ 673,866

Adjustments to reconcile net income to net cash 
   provided by operations:
   Depreciation and amortization                          200,119           815,475
   Gain on sale of assets                                  (3,677)         (203,742)
   Leveraged lease income                                  (5,281)           (4,644)
   Provision for losses                                         -            17,173
   Changes in operating assets and liabilities:
     Accounts receivable                                  (39,686)         (329,147)
     Accounts payable, general partner                   (318,134)           23,599
     Accounts payable, other                               80,614          (112,065)
     Accrued interest                                        (501)            6,990
     Unearned operating lease income                       28,427            (2,667)
                                                   --------------- -----------------
Net cash provided by operations                           185,110           884,838
                                                   --------------- -----------------

Investing activities:
Proceeds from sales of lease assets                       342,201           566,161
Reductions of net investment in direct 
   financing leases                                       115,921           299,772
                                                   --------------- -----------------
Net cash provided by investing activities                 458,122           865,933
                                                   --------------- -----------------

Financing activities:

Distributions to limited partners                      (2,766,044)       (2,156,799)
Repayments of non-recourse debt                          (127,559)         (454,993)
                                                   --------------- -----------------
Net cash used in financing activities                  (2,893,603)       (2,611,792)
                                                   --------------- -----------------

Net decrease in cash and cash equivalents              (2,250,371)         (861,021)
Cash and cash equivalents at beginning of period       11,294,942         9,342,727
                                                   --------------- -----------------
Cash and cash equivalents at end of period            $ 9,044,571        $8,481,706
                                                   =============== =================

Supplemental disclosures of cash flow information:
Cash paid during period for interest                      $ 9,577         $ 122,480
                                                   =============== =================
</TABLE>

                             See accompanying notes.

<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


1. Summary of significant accounting policies:

Interim financial statements:

The unaudited interim financial statements reflect all adjustments which are, in
the opinion of the general partners,  necessary to a fair statement of financial
position and results of operations for the interim periods  presented.  All such
adjustments are of a normal recurring nature.  These unaudited interim financial
statements  should be read in  conjunction  with the most recent  report on Form
10KSB.


2. Organization and partnership matters:

ATEL Cash  Distribution Fund III, L.P. (the  Partnership),  was formed under the
laws of the State of California in September  1989, for the purpose of acquiring
equipment to engage in equipment leasing and sales activities.  Contributions in
the  amount  of $600  were  received  as of  September  7,  1989,  $100 of which
represented  the  General  Partners'  continuing  interest,  and  $500 of  which
represented the Initial Limited Partners' capital investment.

Upon the sale of the  minimum  amount of Units of Limited  Partnership  interest
(Units) of $1,200,000 and receipt of the proceeds  thereof on March 1, 1990, the
Partnership commenced operations.

The Partnership's business consists of leasing various types of equipment. As of
March 31, 1999, the terms of the Partnership's  leases were for two to eight and
one half years.


3. Investment in leases:

The Partnership's investment in leases consists of the following:

<TABLE>
<CAPTION>
                                                             Depreciation
                                                              Expense or        Reclas-
                                           December 31,         Lease        sifications and     March 31,
                                               1998          Amortization     Dispositions         1999
                                               ----          ------------    --------------        ----
<S>                                           <C>                <C>              <C>              <C>       

Net investment in operating leases            $ 4,961,101        $ (200,119)      $(999,097)       $3,761,885
Net investment in direct financing leases       1,114,623          (115,921)        (60,813)          937,889
Net investment in leveraged leases                144,944             5,281                           150,225
Assets held for lease or sale                     363,048                 -         721,386         1,084,434
Reserve for losses and impairments               (362,173)                -               -          (362,173)
                                          ---------------- ----------------- --------------- -----------------
                                              $ 6,221,543        $ (310,759)      $(338,524)       $5,572,260
                                          ================ ================= =============== =================
</TABLE>



<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


3. Investment in leases (continued):

The following  schedule provides an analysis of the Partnership's  investment in
property on operating leases by major  classifications  as of December 31, 1998,
acquisitions and dispositions  during the quarter ended March 31, 1999 and as of
March 31, 1999.
<TABLE>
<CAPTION>
                                December 31,                     1st Quarter       March 31,
                                  1998          Acquisitions    Dispositions          1999
                                  ----          ------------    ------------          ----
<S>                              <C>                <C>              <C>             <C>         
Printing                         $ 3,044,659                                          $3,044,659
Utilities                          2,839,101                                           2,839,101
Manufacturing                      3,618,000                       ($1,054,185)        2,563,815
Food processing                    2,438,524                                 -         2,438,524
Medical                            2,155,489                                 -         2,155,489
Transportation                     2,214,215                        (1,443,798)          770,417
Materials handling                   529,071                          (446,058)           83,013
Other                                 65,695                                 -            65,695
Mining                             2,171,980                        (2,171,980)                -
                             ---------------- ----------------- --------------- -----------------
                                  19,076,734                        (5,116,021)       13,960,713
Less accumulated depreciation    (14,115,633)       $ (200,119)      4,116,924       (10,198,828)
                             ---------------- ----------------- --------------- -----------------
                                 $ 4,961,101        $ (200,119)      $(999,097)       $3,761,885
                             ================ ================= =============== =================
</TABLE>

Equipment on operating leases was acquired in 1990, 1991, 1992, 1993 and 1995.

At March 31, 1999, the aggregate amounts of future minimum lease payments are as
follows:

          Year ending                        Direct
         December 31,     Operating        Financing          Total
                 1999      $   772,336         $ 406,912     $ 1,179,248
                 2000          238,486           144,416         382,902
                 2001           59,415            23,836          83,251
                 2002                -            17,878          17,878
                       ---------------- ----------------- ---------------
                           $ 1,070,237         $ 593,042     $ 1,663,279
                       ================ ================= ===============





<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


4.  Non-recourse debt:

Notes payable to financial  institutions are due in varying  monthly,  quarterly
and semi-annual installments of principal and interest. The notes are secured by
assignments  of lease  payments and pledges of the assets  which were  purchased
with the proceeds of the particular notes. Interest rates on the notes vary from
7.66% to 11%.

Future minimum principal payments of non-recourse debt are as follows:

                Year ending
               December 31,     Principal         Interest          Total

                       1999        $ 228,857          $ 12,543       $ 241,400
                       2000           57,291             2,374          59,665
                             ---------------- ----------------- ---------------
                                   $ 286,148          $ 14,917       $ 301,065
                             ================ ================= ===============


5.  Related party transactions:

The terms of the Limited Partnership  Agreement provide that the General Partner
and/or   Affiliates   are  entitled  to  receive   certain  fees  for  equipment
acquisition, management and resale and for management of the Partnership.

The Limited Partnership Agreement allows for the reimbursement of costs incurred
by ATEL in providing administrative services to the Partnership.  Administrative
services provided include  partnership  accounting,  investor  relations,  legal
counsel  and lease  and  equipment  documentation.  ATEL is not  reimbursed  for
services where it is entitled to receive a separate fee as compensation for such
services,  such as acquisition and disposition of equipment.  Reimbursable costs
incurred  by ATEL are  allocated  to the  Partnership  based  upon  actual  time
incurred by employees working on partnership  business and an allocation of rent
and other costs based on utilization studies.

The General Partner and/or Affiliates earned the following fees, commissions and
reimbursements, pursuant to the Limited Partnership Agreement as follows:

<TABLE>
<CAPTION>
                                                                                      1999             1998
                                                                                      ----             ----
<S>                                                                                    <C>              <C>      
Incentive  management  fees  (computed  as  5% of  distributions  of  cash  from
operations,  as defined in the  Limited  Partnership  Agreement)  and  equipment
management  fees  (computed as 5% of gross revenues from  operating  leases,  as
defined in the Limited Partnership Agreement plus 2% of gross revenues
from full payout leases, as defined in the Limited Partnership Agreement).             $ 52,726          $ 83,578

Administrative costs reimbursed to General Partner                                       24,695            72,999
                                                                                 --------------- -----------------
                                                                                       $ 77,421         $ 156,577
                                                                                 =============== =================
</TABLE>





<PAGE>

                      ATEL CASH DISTRIBUTION FUND III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 1999
                                   (Unaudited)


6.  Line of credit:

The  Partnership  participates  with the  General  Partner  and  certain  of its
Affiliates in a $90,000,000 revolving credit agreement with a group of financial
institutions  which  expires on January  31,  2000.  The  agreement  includes an
acquisition  facility to be used by the  Partnership  and  Affiliates to provide
bridge financing for assets on leases.  Draws on the acquisition facility by any
individual  borrower  are  secured  only by that  borrower's  assets,  including
equipment and related leases.

The Partnership had no borrowings under the agreement during 1999.

The credit agreement  includes certain  financial  covenants  applicable to each
borrower.  The  Partnership was in compliance with its covenants as of March 31,
1999.





<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations

Capital Resources and Liquidity

During the first quarter of 1999 and 1998, the  Partnership's  primary source of
cash was rents from operating leases. The liquidity of the Partnership will vary
in the future, increasing to the extent cash flows from leases and proceeds from
the sales of lease assets exceed  expenses,  and  decreasing as lease assets are
acquired,  as  distributions  are made to the Limited Partners and to the extent
expenses  exceed cash flows from leases and the proceeds from the sales of lease
assets.

As another source of liquidity, the Partnership has contractual obligations with
a diversified group of lessees for fixed lease terms at fixed rental amounts. As
the  initial  lease  terms  expire the  Partnership  will  re-lease  or sell the
equipment.  The future  liquidity  beyond the  contractual  minimum rentals will
depend on the General  Partner's  success in re-leasing or selling the equipment
as it comes off lease.

The  Partnership  participates  with the  General  Partner  and  certain  of its
affiliates  in  a  $90,000,000   revolving  line  of  credit  with  a  financial
institution. The line of credit expires on January 31, 2000.

The  Partnership's  objective  is to reinvest a portion of lease  payments  from
assets  owned in new leasing  transactions.  Such  reinvestment  will occur only
after the payment of all obligations, including debt service (both principal and
interest),  the payment of management  fees to the General Partner and providing
for cash distributions to the Limited Partners.

The Partnership currently has available adequate reserves to meet contingencies,
but in the event those  reserves were found to be  inadequate,  the  Partnership
would  likely be in a position to borrow  against its current  portfolio to meet
such  requirements.  The  General  Partners  envision no such  requirements  for
operating purposes.

As of March 31, 1999, the  Partnership had borrowed  approximately  $32,425,000.
The  remaining  unpaid  balance  of  such  borrowings  at  March  31,  1998  was
approximately  $286,000.  The  borrowings  are  generally  non-recourse  to  the
Partnership, that is, the only recourse of the lender upon default by the lessee
on the underlying lease will be to the equipment or corresponding lease acquired
with the loan proceeds. The General Partners expect that aggregate borrowings in
the future will not exceed 40% of aggregate  equipment  cost. In any event,  the
Agreement of Limited Partnership limits such borrowings to 40% of the total cost
of equipment, in aggregate.

No  commitments  of capital  have been or are expected to be made other than for
the  acquisition  of  additional  equipment.  At March 31,  1999,  there were no
commitments to purchase additional lease assets.

The Partnership made distributions of cash from 1999 first quarter operations in
February,  March and April 1999. The  distributions  were paid either monthly in
the  amounts  of $.125 in  February,  March and April 1999 or  quarterly  in the
amount of $.375 in April 1999.

If  inflation  in the general  economy  becomes  significant,  it may affect the
Partnership  inasmuch as the residual  (resale) values and rates on re-leases of
the  Partnership's  leased  assets may  increase as the costs of similar  assets
increase.  However,  the  Partnership's  revenues from existing leases would not
increase,  as such rates are generally fixed for the terms of the leases without
adjustment for inflation.
<PAGE>

If interest rates increase  significantly,  the lease rates that the Partnership
can obtain on future  leases will be expected to increase as the cost of capital
is a significant  factor in the pricing of lease  financing.  Leases  already in
place, for the most part, would not be affected by changes in interest rates.

Cash flows from operations  decreased by $699,728 compared to 1998. The decrease
resulted from a decrease in operating lease revenues. In both years, the primary
operating source of cash was operating lease revenues.

Cash flows provided by investing  activities  decreased by $407,811  compared to
1998.  Proceeds  from the sales of assets  decreased  from  $566,160  in 1998 to
$342,201 in 1999, a decrease of $223,959. Asset sales are not currently expected
to be  consistent  from one  period to  another  as they do not occur at regular
intervals  nor do assets  come off lease in steady  amounts  from one  period to
another.  Overall cash flows from direct financing leases decreased by $217,478,
including  both the portion  recognized  as revenues and the portion  applied to
reduce the net  investment in direct  financing  leases.  The decrease is due to
scheduled lease terminations and related asset sales.

There  were  no  financing  sources  of  cash  in  1999  or  1998.  Payments  of
non-recourse  debt have  decreased  as a result of certain  of the  non-recourse
notes  being  fully paid off since the first  quarter  of 1997.  All of the debt
payments were made as scheduled.


Results of Operations

Operations  in the first  quarter of 1999  resulted  in net  income of  $243,229
compared to $656,693 in 1998.

Operating  lease revenues  declined from $1,357,597 in 1998 to $461,446 in 1999.
The decrease is the result of scheduled lease  terminations and subsequent sales
of the  related  lease  assets.  Revenues  from direct  finance  leases has also
decreased as a result of terminations and asset sales.

Depreciation and amortization  expense  decreased by $615,356  compared to 1998.
The decrease  resulted  from sales of assets which were  previously on operating
leases.  Interest  expense has decreased as the  Partnership  has made scheduled
debt payments and has reduced the overall amounts of its non-recourse debt since
1998.

Management fees are related to the Partnership's  revenues and have decreased as
a result of the decreases of those revenues compared to 1998.

<PAGE>

                           PART II. OTHER INFORMATION

Item 1.  Legal Proceedings.

         Inapplicable.

Item 2. Changes In Securities.

         Inapplicable.

Item 3. Defaults Upon Senior Securities.

         Inapplicable.

Item 4. Submission Of Matters To A Vote Of Security Holders.

         Inapplicable.

Item 5. Other Information.

         Inapplicable.

Item 6. Exhibits And Reports On Form 8-K.

       (a)Documents filed as a part of this report

       1. Financial Statements

          Included in Part I of this report:

          Balance Sheet, March 31, 1999

          Income statements for the three month periods ended March 31, 1999 and
             1998

          Statements of changes in partners' equity for the three month period 
             ended March 31, 1999

          Statements of cash flows for the three month periods ended March 31, 
             1999 and 1998

          Notes to the Financial Statements

       2. Financial Statement Schedules

          All other  schedules for which  provision is made in the
          applicable accounting  regulations of the Securities and
          Exchange  Commission  are not required under the related
          instructions  or are  inapplicable,  and therefore  have
          been omitted.

       (b)Report on Form 8-K
          None

<PAGE>

                                   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 thereunto duly authorized.

Date:
May 14, 1999

                      ATEL CASH DISTRIBUTION FUND III, L.P.
                                  (Registrant)





               By: /s/ A. J. Batt
                   ---------------------------------------------------
                   A. J. Batt
                   General Partner of registrant



               By: /s/ Dean L. Cash
                   ---------------------------------------------------
                   Dean L. Cash
                   General Partner of registrant



               By: /s/ Paritosh K. Choksi
                   ---------------------------------------------------
                   Paritosh K. Choksi
                   Principal financial officer of registrant



               By: /s/ Donald E. Carpenter
                   ---------------------------------------------------
                   Donald E. Carpenter
                   Principal accounting officer of registrant