UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                               -------------------
                                   FORM 10-K/A


[X]     ANNUAL  REPORT  PURSUANT TO SECTION 13 OR 15(D) OF THE  SECURITIES
        EXCHANGE ACT OF 1934
        FOR THE FISCAL YEAR ENDED DECEMBER 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 1-10813
                             -----------------------

                          PLM EQUIPMENT GROWTH FUND III
             (Exact name of registrant as specified in its charter)

         CALIFORNIA                                    68-0146197
(State or other jurisdiction of                       (I.R.S. Employer
 incorporation or organization)                       Identification No.)

 ONE MARKET, STEUART STREET TOWER
  SUITE 800, SAN FRANCISCO, CA                          94105-1301
     (Address of principal                              (Zip code)
      executive offices)

        Registrant's telephone number, including area code (415) 974-1399
                             -----------------------
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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K/A
or any amendment to this Form 10-K/A. [X]

Aggregate market value of voting stock:  N/A

An index of exhibits filed with this Form 10-K/A is located at page 3.

Total number of pages in this report: 11.

<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)    1.     Financial Statements

              The  financial  statements  listed  in the  accompanying  Index to
              Financial  Statements  are filed as part of this Annual  Report on
              Form 10-K/A.

(B)    Reports on Form 8-K

       None.

(C)    Exhibits

       4.     Limited  Partnership  Agreement of  Partnership.  Incorporated  by
              reference to the Partnership's  Registration Statement on Form S-1
              (Reg. No.  33-18104),  which became  effective with the Securities
              and Exchange Commission on March 25, 1988.

       4.1    Amendment,   dated  November  18,  1991,  to  Limited  Partnership
              Agreement  of  Partnership.   Incorporated  by  reference  to  the
              Partnership's  Annual Report on Form 10-K dated  December 31, 1991
              filed with the  Securities  and Exchange  Commission  on March 30,
              1992.

       10.1   Management   Agreement  between  Partnership  and  PLM  Investment
              Management,  Inc.  Incorporated by reference to the  Partnership's
              Registration  Statement  on Form S-1 (Reg.  No.  33-18104),  which
              became  effective with the  Securities and Exchange  Commission on
              March 25, 1988.

       10.2   $41,000,000  Credit  Agreement  dated as of December 13, 1994 with
              First  Union  National  Bank of  North  Carolina  incorporated  by
              reference to the  Partnership's  Annual  Report on Form 10-K dated
              December  31,  1994,   filed  with  the  Securities  and  Exchange
              Commission on March 24, 1995.

      24.     Powers of Attorney.

       Financial Statements required under Regulation S-X Rule 3-09.

      99.1    TAP Trust


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Partnership  has duly  caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

The Partnership has no directors or officers.  The General Partner has signed on
behalf of the Partnership by duly authorized officers.


Date:  August 28, 2000             PLM EQUIPMENT GROWTH FUND III
                                   PARTNERSHIP

                                   By:      PLM Financial Services, Inc.
                                            General Partner


                                   By:      /s/ Douglas P. Goodrich
                                            Douglas P. Goodrich
                                            President and Director


                                   By:      /s/ Richard K Brock
                                            Richard K Brock
                                            Vice President and
                                            Chief Financial Officer



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  directors of the  Partnership's  General
Partner on the dates indicated.


Name                          Capacity                        Date


*___________________
Robert N. Tidball         Director, FSI                    August 28, 2000


*___________________
Douglas P. Goodrich       Director, FSI                    August 28, 2000


*___________________
Stephen M. Bess           Director, FSI                    August 28, 2000

*Susan C. Santo,  by signing her name hereto,  does sign this document on behalf
of the persons  indicated  above pursuant to powers of attorney duly executed by
such persons and filed with the Securities and Exchange Commission.



/s/ Susan C. Santo
Susan C. Santo
Attorney-in-Fact

<PAGE>

                          PLM EQUIPMENT GROWTH FUND III

                                INDEX OF EXHIBITS



  Exhibit                                                               Page

    4.     Limited Partnership Agreement of Partnership.                   *

    4.1    Amendment, dated November 18, 1991, to Limited Partnership      *
           Agreement of Partnership.

   10.1    Management Agreement between Partnership and PLM Investment     *
           Management, Inc.

   10.2    $41,000,000 Credit Agreement dated as of December 13, 1994 with *
           First Union National Bank of North Carolina.

   24.     Powers of Attorney.                                           47-49

           Financial Statements required under Regulation S-X Rule 3-09:

   99.1    TAP Trust.                                                    50-57



-----------------
* Incorporated by reference. See page 27 of this report.