FORM 10-Q

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 ending June 30, 2002



[ ]	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 814-00207

Venture Lending & Leasing III, Inc.

(Exact Name of Registrant as specified in its charter)



|Maryland                                                       | 77-0534084                          
|-------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.)





2010 North First Street, Suite 310, San Jose, CA 95131

(Address of principal executive offices) (Zip Code)

(408) 436-8577

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant has (i) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (ii) has been subject to such filing requirements for the past 90 days.

Yes ÖNo __

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

|Class                        | Outstanding as of August 2, 2002
|---------------------------- | --------------------------------
|Common Stock, $.001par value | 100,000                         









VENTURE LENDING & LEASING III, INC.

INDEX



PART I -- FINANCIAL INFORMATION

Item 1.		Financial Statements

Statements of Financial Position (Unaudited)

As of June 30, 2002 and December 31, 2001

Statements of Operations (Unaudited)

For the Three and Six Months Ended June 30, 2002 and 2001

Statement of Changes in Shareholder's Equity (Unaudited)

For the Year ended December 31, 2001 and the Six Months

Ended June 30, 2002

Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2002 and 2001

Notes to Financial Statements

Item 2.	Management's Discussion and Analysis of Financial

Condition and Results of Operations

Item 3. Quantitative & Qualitative Disclosures About Market Risk

PART II -- OTHER INFORMATION

Item 1. 	Legal Proceedings

Item 2. 	Changes in Securities and Use of Proceeds

Item 3. 	Defaults upon Senior Securities

Item 4.	Submission of Matters to a Vote of Security Holders

Item 5. 	Other Information

Item 6.	Exhibits

SIGNATURES



VENTURE LENDING & LEASING III, INC.

STATEMENT OF FINANCIAL POSITION (UNAUDITED)

AS OF JUNE 30, 2002 AND DECEMBER 31, 2001



|                                                                      | June 30, 2002    | December 31, 2001 
|--------------------------------------------------------------------- | ---------------- | ------------------
|                                                                      |                  |                   
|ASSETS                                                                |                  |                   
|Loans at estimated fair value
(Cost of $208,752,399 and $207,446,465) | $ 197,274,372    | $ 204,243,113     
|Cash and cash equivalents                                             | 9,362,712        | 20,175,836        
|Other assets                                                          | 1,643,593        | 1,525,453         
|                                                                      | ________________ | __________________
|Total assets                                                          | $ 208,280,677    | $ 225,944,402     
|                                                                      | ==============   | ================= 
|LIABILITIES AND SHAREHOLDER'S EQUITY                                  |                  |                   
|Liabilities:                                                          |                  |                   
|Bank loans                                                            | $ 65,086,898     | $ 80,000,000      
|Accrued management fees                                               | 1,864,930        | 2,280,340         
|Accounts payable and other accrued liabilities                        | 2,562,034        | 3,340,710         
|                                                                      | ________________ | __________________
|Total liabilities                                                     | 69,513,862       | 85,621,050        
|                                                                      | ________________ | __________________
|Shareholder's equity:                                                 |                  |                   
|Common stock: $0.001 par value, 200,000 shares authorized;            |                  |                   
|Issued and outstanding - 100,000 shares                               | 100              | 100               
|Capital in excess of par value                                        | 155,004,400      | 155,004,400       
|Distributions                                                         | (7,834,999)      | (6,864,039)       
|Accumulated deficit                                                   | (8,402,686)      | (7,817,109)       
|                                                                      | ________________ | __________________
|Total shareholder's equity                                            | 138,766,815      | 140,323,352       
|                                                                      | ________________ | __________________
|Total liabilities and shareholder's equity                            | $ 208,280,677    | $ 225,944,402     
|                                                                      | ==============   | ================= 
|                                                                      |                  |                   







The accompanying notes are an integral part of these statements

































VENTURE LENDING & LEASING III, INC.

STATEMENT OF OPERATIONS (UNAUDITED)



|                                                           | For the Three Months Ended June 30, 2002 | For the Three Months Ended June 30, 2001 | For the Six Months Ended June 30, 2002 | For the Six Months Ended June 30, 2001
|---------------------------------------------------------- | ---------------------------------------- | ---------------------------------------- | -------------------------------------- | --------------------------------------
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|INVESTMENT INCOME:                                         |                                          |                                          |                                        |                                       
|Interest on loans                                          | $8,044,711                               | $4,680,353                               | $15,391,161                            | $7,692,184                            
|Interest on short-term investments                         | 105,531                                  | 166,066                                  | 614,026                                | 418,706                               
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|Total investment income                                    | 8,150,242                                | 4,846,419                                | 16,005,187                             | 8,110,890                             
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|EXPENSES:                                                  |                                          |                                          |                                        |                                       
|Management fees                                            | 1,827,958                                | 3,277,770                                | 4,058,725                              | 5,356,826                             
|Interest expense                                           | 874,996                                  | 840,832                                  | 1,828,218                              | 1,579,666                             
|Other operating expenses                                   | 644,312                                  | 467,343                                  | 1,371,895                              | 761,894                               
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|Total expenses                                             | 3,347,266                                | 4,585,945                                | 7,258,838                              | 7,698,386                             
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|Net investment income                                      | 4,802,976                                | 260,474                                  | 8,746,349                              | 412,504                               
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|Net change in unrealized loss from investment transactions | (7,271,855)                              | (1,610,092)                              | (8,147,325)                            | (4,961,943)                           
|Net realized loss from investment transactions             | (135,725)                                | -                                        | (1,184,601)                            | -                                     
|                                                           | ____________                             | ____________                             | ____________                           | ____________                          
|Net loss                                                   | $(2,604,604)                             | $(1,349,618)                             | $(585,577)                             | $(4,549,439)                          
|                                                           | ==========                               | ==========                               | ==========                             | ==========                            
|Net loss per share                                         | $(26.05)                                 | $(13.50)                                 | $(5.86)                                | $(45.49)                              
|                                                           | ==========                               | ==========                               | ==========                             | ==========                            
|Weighted average shares outstanding                        | 100,000                                  | 100,000                                  | 100,000                                | 100,000                               
|                                                           |                                          |                                          |                                        |                                       





The accompanying notes are an integral part of these statements



VENTURE LENDING & LEASING III, INC.

STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

FOR THE YEAR ENDED DECEMBER 31, 2001

AND THE SIX MONTHS ENDED JUNE 30, 2002





|                           |               |               | Capital in       |                |                |               
|-------------------------- | ------------- | ------------- | ---------------- | -------------- | -------------- | --------------
|                           | Common        | Stock         | Excess of        |                | Accumulated    |               
|                           | Shares        | Par Value     | Par Value        | Distributions  | deficit        | Total         
|                           | =========     | =========     | ==========       | =========      | =========      | =========     
|BALANCE, December 31, 2000 | $ 100,000     | $ 100         | $ 51,022,400     | $ (2,396,740)  | $ (3,583,978)  | $ 45,041,782  
|                           |               |               |                  |                |                |               
|Contribution of capital    | -             | -             | 103,982,000      | -              | -              | 103,982,000   
|Distributions              | -             | -             | -                | (4,467,299)    | -              | (4,467,299)   
|Net loss                   | -             | -             | -                | -              | (4,233,131)    | (4,233,131)   
|                           | ------------- | ------------- | ---------------- | -------------- | -------------- | --------------
|BALANCE, December 31, 2001 | $ 100,000     | $ 100         | $ 155,004,400    | $ (6,864,039)  | $ (7,817,109)  | $140,323,352  
|                           | ------------- | ------------- | ---------------- | -------------- | -------------- | --------------
|Distributions              |               |               |                  | $(970,960)     |                | $(970,960)    
|Net income                 |               |               |                  |                | $(585,577)     | $(585,577)    
|                           | ------------- | ------------- | ---------------- | -------------- | -------------- | --------------
|BALANCE, June 30, 2002     | $ 100,000     | $ 100         | $ 155,004,400    | $(7,834,999)   | $(8,402,686)   | $138,766,815  
|                           | =========     | =========     | ==========       | =========      | =========      | =========     





































VENTURE LENDING & LEASING III, INC.

STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001



|                                                                                              | 2002         | 2001         
|--------------------------------------------------------------------------------------------- | ------------ | -------------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                         |              |              
|Net loss                                                                                      | $ (585,577   | $ (4,549,439)
|Adjustments to reconcile net loss to net cash provided by operating activities:               |              |              
|Net realized loss from investment transactions                                                | 1,184,601    | -            
|Net change in unrealized loss from investment transactions                                    | 8,147,325    | 4,961,943    
|Amortization of deferred assets                                                               | 142,413      | 17,027       
|Decrease (increase) in other assets                                                           | 80,147       | (217,176)    
|Net increase (decrease) in accounts payable, accrued liabilities, and accrued management fees | (1,066,735)  | 1,586,489    
|                                                                                              | ____________ | ____________ 
|Net cash provided by operating activities                                                     | 7,902,174    | 1,798,844    
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                         | ____________ | ____________ 
|Acquisition of loans                                                                          | (63,020,478) | (104,435,755)
|Principal payments on loans                                                                   | 60,529,942   | 21,498,402   
|Acquisition of securities                                                                     | (909,870)    | (2,349,891)  
|                                                                                              | ____________ | ____________ 
|Net cash used in investing activities                                                         | (3,400,406)  | (85,287,244) 
|                                                                                              | ____________ | ____________ 
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                         |              |              
|Contribution of capital                                                                       | -            | 67,982,000   
|Deemed distribution to shareholder                                                            | (61,090)     | -            
|Payment of deferred bank fees                                                                 | (340,700)    | -            
|Loans from bank                                                                               | 1,983,865    | 47,636,130   
|Repayment of bank loans                                                                       | (16,896,967) | (18,920,375) 
|                                                                                              | ____________ | ____________ 
|Net cash provided by (used in) financing activities                                           | (15,314,892) | 96,697,755   
|                                                                                              | ____________ | ____________ 
|Net increase (decrease) in cash and cash equivalents                                          | (10,813,124) | 13,209,355   
|CASH AND CASH EQUIVALENTS:                                                                    |              |              
|Beginning of period                                                                           | 20,175,836   | 9,720,784    
|                                                                                              | ____________ | ____________ 
|End of period                                                                                 | $ 9,362,712  | $ 22,930,139 
|                                                                                              | ===========  | ===========  
|CASH PAID DURING THE PERIOD FOR:                                                              |              |              
|Interest                                                                                      | $ 1,909,534  | $ 1,722,413  
|NON-CASH ACTIVITIES:                                                                          |              |              
|Distributions of warrants and stock to shareholder                                            | $ 909,870    | $2,349,891   





































The accompanying notes are an integral part of these statements

VENTURE LENDING & LEASING III, INC.

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

JUNE 30, 2002



1. ORGANIZATION AND OPERATIONS OF THE FUND
2. SUMMARY OF INVESTMENTS:
3. EARNINGS PER SHARE
4. FINANCIAL HIGHLIGHTS

Accounting principles generally accepted in the United States of America require disclosure of financial highlights of the Fund for the periods presented, the three and six months ended June 30, 2002 and 2001. The total rate of return is defined as the return based on the change in value during the period of a theoretical investment made at the beginning of the period. The total rate of return assumes a constant rate of return for the Fund during the period reported and weights each cash flow by the amount of time held in the Fund. This required methodology differs from an internal rate of return.

Net investment income is inclusive of all investment income, net of expenses and does not include realized and unrealized losses. The ratios of expenses and net investment income to average net assets calculated below are annualized and are computed based upon the aggregate weighted average net assets of the Fund for the periods presented.

Beginning and ending net asset values per share are based on the beginning and ending number of shares outstanding. Other per share information is calculated based upon the aggregate weighted average net assets of the Fund for the periods presented. The following per share data and ratios have been derived from the information provided in the financial statements:

|                                              | 3 Months     | Ended        |  | 6 Months     | Ended       
|--------------------------------------------- | ------------ | ------------ |  | ------------ | ------------
|                                              | 6/30/02      | 6/30/01      |  | 6/30/02      | 6/30/01     
|Total Return *                                | (7.3%)       | (6.6%)       |  | (0.8%)       | (14.6%)     
|                                              | =======      | =======      |  | =======      | =======     
|Per Share Amounts:                            |              |              |  |              |             
|Net Asset Value, Beginning of Period          | $1,417.93    | $774.08      |  | $1,403.23    | $450.42     
|Investment Income (net)                       | 48.03        | 2.60         |  | 87.46        | 4.13        
|Net Realized Loss & Change in Unrealized Loss | (74.07)      | (16.10)      |  | (93.31)      | (49.63)     
|                                              | ________     | ________     |  | ________     | ________    
|Total Income (Loss)                           | (26.04)      | (13.50)      |  | (5.85)       | (45.50)     
|Capital Contributions                         | 0.00         | 310.00       |  | 0.00         | 679.82      
|Capital Distributions                         | (4.22)       | (9.34)       |  | (9.71)       | (23.50)     
|Net Asset Value, End of period                | $1,387.67    | $1,061.24    |  | $1,387.67    | $1,061.24   
|                                              | ________     | ________     |  | ________     | ________    
|Net Assets, End of period                     | $138,766,815 | $106,124,451 |  | $138,766,815 | $106,124,451
|                                              | 3 Months     | Ended        |  | 6 Months     | Ended       
|                                              | 6/30/02      | 6/30/01      |  | 6/30/02      | 6/30/01     
|                                              |              |              |  |              |             
|Ratios to Average Net Assets:                 |              |              |  |              |             
|Expenses*                                     | 9%           | 22%          |  | 10%          | 22%         
|Net Investment Income*                        | 14%          | 1%           |  | 12%          | 1%          





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



General

Venture Lending & Leasing III, Inc. (the "Fund") is a closed-end, non-diversified management investment company electing status as a business development company under the Investment Company Act of 1940 ("1940 Act"). The Fund is 100% owned by Venture Lending & Leasing III, LLC (the "Company"). The Fund's investment objective is to achieve a high total return. The Fund provides asset-based financing to carefully selected venture capital-backed companies, in the form of secured loans. The Fund generally receives warrants to acquire equity securities in connection with its portfolio investments. The Fund generally distributes these warrants to its shareholder upon receipt.

The Fund's shares of Common Stock, $.001 par value are sold to its shareholder under a stock purchase agreement. The Fund has issued 100,000 of the 200,000 shares that were authorized. The Fund's shareholder may make additional capital contributions to the Fund.

In addition to the historical information contained herein, this Quarterly Report on Form 10-Q contains certain forward-looking statements. The reader of this Quarterly Report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Fund's actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments and competition effects as well as other factors. This entire Quarterly Report should be read to put such forward-looking statements in context and to gain a more complete understanding of the uncertainties and risks involved in the Fund's business.



Critical Accounting Policies

We identified the most critical accounting principles upon which our financial statements depend. We determined the critical accounting principles by considering accounting policies that involve the most complex or subjective decisions or assessments. We identified our only critical accounting policy to be that related to the valuation of loans.

Loans are held at fair value as determined by management, in accordance with the valuation methods described in the valuation of loans and investments section of footnote 2 of the Fund's Annual Report on Form 10-K (Summary of Significant Accounting Policies). Critical factors in determining the fair value of a loan include payment history, collateral position, financial strength of borrower, prospects for the borrower's raising future equity rounds, likelihood of sale or acquisition of the borrower, and length of expected holding period of the loan. The actual value of the loans may differ from management's estimates, which would affect net income as well as net assets.



Results of Operations - For the Three and Six Months ended June 30, 2002 and 2001

Total investment income for the three months ending June 30, 2002 and 2001 was $8.2 million and $4.8 million respectively, of which $8.0 million and $4.7 million respectively, consisted of interest on venture loans outstanding during the period. Total investment income for the six months ending June 30, 2002 and 2001 was $16.0 million and $8.1 million respectively, of which $15.4 million and $7.7 million respectively, consisted of interest on venture loans outstanding during the period. The remaining income consisted of payment of late fees from customers, income from expiration of commitments for which the Fund had received a commitment fee, and interest on the temporary investment of cash. The cash is held pending investment in venture loans. The increase in investment income is due primarily to the increase in outstanding loans from $77.1 million and $155.3 million in December 2000 and June 2001 respectively to $204.2 million and $197.3 million in December 2001 and June 2002 respectively.

Total expenses were $3.3 million and $4.6 million for the three months ending June 30, 2002 and 2001, respectively. Total expenses were $7.3 million and $7.7 million for the six months ending June 30, 2002 and 2001, respectively. Management fees were the largest expense. Management fees for the three months ended June 30, 2002 and 2001 were $1.8 million and $3.3 million respectively. Management fees for the six months ended June 30, 2002 and 2001 were $4.1 million and $5.4 million respectively. Management fees were higher for the periods ended June 30, 2001 because of management fees of $1.0 million that were charged on additional capital that was committed during those periods. No capital was committed during the periods ending June 30, 2002. Additionally, since the Fund has passed its second anniversary on May 19, 2002, the basis for calculation of management fees subsequent to this date has changed to a percentage of Fund assets as opposed to a percentage of committed capital. Interest expense was $0.9 million and $0.8 million for the three months ended June 30, 2002 respectively. Interest expense was $1.8 million and $1.6 million for the six months ended June 30, 2002 and 2001 respectively. Included in these amounts are the settled portion of the Fund's interest hedge transactions of $0.9 million and $0.1 million for the six months ended June 30, 2002 and 2001 respectively. The increase in interest expense was primarily due to the increase in average outstanding bank loans during the period from $62.2 million and $53.1 million for the three and six months ended June 30, 2001 to $67.3 million and $71.3 million for the three and six month periods ended June 30, 2002. This was partially offset by lower interest rates achieved by the elimination of the Fund's debt facilities in favor of a larger, less expensive debt facility in 2001 which reduced interest expense as well as the lowering of general interest rates during these periods.



Total other operating expenses for the three months ending June 30, 2002 and 2001 were $0.6 million and $0.5 million respectively. Total other operating expenses were $1.4 million and $0.8 million for the six months ended June 30, 2002 and 2001. Legal and banking related fees comprised a majority of the other operating expenses for the three and six months ended June 30, 2002 and 2001. The majority of the increase in total other operating expenses was the result of increasing the capacity and changing the structure of the Fund's debt facility which resulted in additional bank facility and structuring fees.

Net investment income for the three months ending June 30, 2002 and 2001 was $4.8 million and $0.3 million respectively. Net investment income for the six months ending June 30, 2002 and 2001 was $8.7 million and $0.4 million respectively.

The Fund incurred an unrealized loss from investment transactions of $7.3 and $1.6 million for the three months ended June 30, 2002 and 2001, respectively. The Fund incurred an unrealized loss from investment transactions of $8.1 million and $5.0 million for the six months ended June 30, 2002 and 2001, respectively. The unrealized loss from investment transactions was due primarily to an adjustment to fair value of loans from borrowers of $8.2 million and $4.7 million for the six months ended June 30, 2002 and 2001 respectively and $6.8 million and $1.6 million for the three months ended June 30, 2002 and 2001 respectively. Included in the unrealized loss for the three months ended June 30, 2002 and 2001 is a $0.5 million unrealized gain and less than $0.1 million unrealized loss resulting from interest rate hedging transactions. Included in the unrealized loss for the six months ended June 30, 2002 and 2001 is a $0.1 million gain and a $0.3 million loss respectively resulting from interest rate hedging transactions. The Fund incurred a realized loss from investment transactions of $0.1 million and $1.2 million for the three and six months ended June 30, 2002. These realized losses were from the writing off of certain loans deemed to be uncollectible. There were no realized gains or losses for the three and six months ended June 30, 2001.

Net loss for the three months ended June 30, 2002 and 2001 was $2.6 million and $1.3 million, respectively. Net loss for the six months ended June 30, 2002 and 2001 was $0.6 million and $4.5 million respectively. On a per share basis, the net loss was $26.05 and $13.50 for the three months ended June 30, 2002 and 2001 respectively. On a per share basis, the net loss was $5.86 and $45.49 for the six months ended June 30, 2002 and 2001 respectively.

Liquidity and Capital Resources - June 30, 2002 and December 31, 2001

Total capital contributed to the Fund was approximately $155.0 million at June 30, 2002 and December 31, 2001. Committed capital to the Company at June 30, 2002 and December 31, 2001 was $361.9 million, of which $162.8 million has been called. A significant amount of the remaining committed capital of the Company will be available to the Fund for future investments.



The Fund has in place a $250.0 million debt facility to finance the acquisition of asset-based loans. As of June 30, 2002 and December 31, 2001, lenders had committed $250.0 million and $170.0 million respectively toward this facility. As of June 30, 2002 and December 31, 2001, $65.1 million and $80.0 million were outstanding under this facility.

At June 30, 2002 and December 31, 2001, the Fund had interest rate swap transactions outstanding with a total notional principal amount of $71.1 million and $90.0 million respectively. The effect of these swap transactions is to convert the floating rate bank debt into a fixed rate on the contract notional value. The amortization schedule for each borrowing under the facility is expected to correspond to the amortization of the loans supporting each borrowing.



As of June 30, 2002 and December 31, 2001, 4% and 9% of the Fund's assets consisted of cash and cash equivalents. The Fund continued to invest its assets in venture loans and during the period. Amounts disbursed under the Fund's loan commitments increased by approximately $63.0 million during the six months ending June 30, 2002. Net loan amounts outstanding after amortization decreased by approximately $6.9 million for the same period. Unexpired, unfunded commitments decreased by approximately $36.9 million for the six months ended June 30, 2002.



|                  | Amount Disbursed | Principal Reductions | Balance Outstanding | Unexpired Unfunded Commitments
|----------------- | ---------------- | -------------------- | ------------------- | ------------------------------
|June 30, 2002     | $360.8 million   | $163.5 million       | $197.3 million      | $96.4 million                 
|December 31, 2001 | $297.8 million   | $93.6 million        | $204.2 million      | $133.3 million                



Because venture loans are privately negotiated transactions, investments in these assets are relatively illiquid.



Item 3. Quantitative and Qualitative Disclosures About Market Risk



The Fund's business activities contain elements of risk. The Fund considers the principal types of market risk to be interest rate risk and credit risk. The Fund considers the management of risk essential to conducting its businesses and to maintaining profitability. Accordingly, the Fund's risk management procedures are designed to identify and analyze the Fund's risks, to set appropriate policies and limits and to continually monitor these risks and limits by means of reliable administrative and information systems and other policies and programs.

The Fund manages its credit risk by maintaining a portfolio that is diverse by industry, size of investment, stage of development, and borrower. The Fund has limited exposure to public market price fluctuations as the Fund primarily invests in private business enterprises and the Fund distributes all equity upon receipt.

The Fund's sensitivity to changes in interest rates is regularly monitored and analyzed by measuring the characteristics of assets and liabilities. The Fund utilizes various methods to assess interest rate risk in terms of the potential effect on interest income net of interest expense, the value of net assets and the value at risk in an effort to ensure that the Fund is insulated from any significant adverse effects from changes in interest rates.

Based on the model used for the sensitivity of interest income net of interest expense, if the balance sheet were to remain constant and no actions were taken to alter the existing interest rate sensitivity, a hypothetical immediate 100 basis point change in interest rates would have affected net income by less than 1% for the three and six months ended June 30, 2002 and 2001. Although management believes that this measure is indicative of the Fund's sensitivity to interest rate changes, it makes estimates to adjust for potential changes in credit quality, size and composition of the balance sheet and other business developments that could affect net income. Accordingly, no assurances can be given that actual results would not differ materially from the potential outcome simulated by these estimates.



PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

The Fund may become party to certain lawsuits from time to time in the normal course of business. While the outcome of these legal proceedings cannot at this time be predicted with certainty, the Fund does not expect these proceedings will have a material effect upon the Fund's financial condition or results of operation.

Item 2. Changes in Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

Not applicable

Item 4.	Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

On July 23, 2002, the Fund filed a Current Report on Form 8-K to report that the Fund dismissed Arthur Andersen LLP as the Fund's independent auditors and selected Deloitte & Touche LLP to serve as the Fund's independent auditors for the year ended December 31, 2002.

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 duly authorized.

VENTURE LENDING & LEASING III, INC.

(Registrant)

|By:	/S/ Ronald W. Swenson            | By: /S/ Brian R. Best  
|------------------------------------ | -----------------------
|Ronald W. Swenson                    | Brian R. Best          
|Chairman and Chief Executive Officer | Chief Financial Officer
|Date:	August 12, 2002                | Date:	August 12, 2002  









CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Venture Lending & Leasing III, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald W. Swenson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/S/ Ronald W. Swenson

Ronald W. Swenson
Chief Executive Officer
August 12, 2002









CERTIFICATION PURSUANT TO 
18 U.S.C. SECTION 1350, 
AS ADOPTED PURSUANT TO 
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Venture Lending & Leasing III, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Brian Best, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



/S/ Brian R. Best

Brian R. Best
Chief Financial Officer
August 12, 2002