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



[X]    ANNUAL  REPORT  PURSUANT  TO  SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE  ACT  OF  1934
       FOR  THE  FISCAL  YEAR  ENDED  DECEMBER  31,  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 1-10813
                             _______________________

                         PLM EQUIPMENT GROWTH FUND III,
                           LIQUIDATING TRUST (INITIAL)
             (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.)

           235 3RD STREET SOUTH, SUITE 200
                 ST. PETERSBURG, FL                        33701
      (Address of principal executive offices)           (Zip code)


        Registrant's telephone number, including area code (727) 803-1800
                             _______________________


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 ( 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  or  any  amendment  to  this  Form  10-K.  [X]

Aggregate  market  value  of  voting  stock:  N/A

Indicate  the number of beneficial interests outstanding of each of the issuer's
classes  of  beneficial  interests,  as  of  the  latest  practicable  date:
     Class     Outstanding  at  March  28,  2003
     -----     ---------------------------------

Beneficial  interests:     9,871,210

An  index  of  exhibits  filed  with  this  Form  10-K  is  located  at page 11.
Total  number  of  pages  in  this  report:  63.

<PAGE>

                                     PART I
ITEM  1.     BUSINESS
             --------

(A)     Background

On  December  31,  2002  (inception),  PLM Equipment Growth Fund III Liquidating
Trust  (the  Trust)  was  established.  On  that  date  all  of  the  assets and
liabilities  of  PLM Equipment Growth Fund III, a California limited partnership
(the  Partnership)  were transferred to the Trust.  PLM Financial Services, Inc.
(FSI)  is  the  Trustee  of  the Trust.  FSI is a wholly owned subsidiary of PLM
International,  Inc. (PLM International).  FSI has a 5% interest in the earnings
and  distributions  of  the  Trust.

The  Partnership  was  formed  on  October 15, 1987 and engaged primarily in the
business  of  owning,  leasing,  or  otherwise  investing  in predominately used
transportation  and  related  equipment.  FSI  was  the  General  Partner of the
Partnership.

The  Trust's  primary  objectives  are:

     (1)     to  selectively  sell equipment when the Trustee believes that, due
to  market  conditions,  market  prices  for equipment exceed inherent equipment
values or that expected future benefits from continued ownership of a particular
asset  will  have  an  adverse  effect  on  the  Trust.  As  the Trust is in the
liquidation phase, proceeds from these sales, together with excess net operating
cash  flows  from  operations,  will  be paid as distributions to the beneficial
interest  holders;  and

     (2)     to  preserve and protect the value of the portfolio through quality
management.

As  of December 31, 2002, there were 9,871,210 beneficial interests outstanding.

On  December  31, 2002, the Trustee began the dissolution and liquidation of the
assets  in  the  Trust  in  an  orderly  fashion.

Table  1,  below,  lists  the  equipment  and  the net realizable amounts of the
equipment  in  the  Trust's  portfolio, as of December 31, 2002 (in thousands of
dollars):

                                     TABLE 1
                                     -------
<TABLE>
<CAPTION>


                                                 Realizable
Units   Type                                        Amounts
-----------------------------------------------------------
<S>    <C>                                         <C>

Equipment held for operating leases:

433. .  Pressurized tank railcars                  $  3,988
700. .  Non-pressurized tank railcars                 3,816
176. .  Intermodal trailers                             388
119. .  Marine containers                                14

  Total owned equipment held for operating leases  $  8,206

</TABLE>


Railcars  are  leased  under  operating  leases  with terms of six months to six
years.  Lease  payments for intermodal trailers are based on a per-diem lease in
the  free running interchange with the railroads.  The Trust's marine containers
are leased to operators of utilization-type leasing pools that include equipment
owned  by  unaffiliated  parties.  In such instances, lease payments received by
the Trust consist of a specified percentage of payments generated by leasing the
pooled  equipment  to  sublessees,  after  deducting  certain  direct  operating
expenses  of  the  pooled  equipment.

(B)     Management  of  Trust  Equipment
----------------------------------------

The Trust has entered into an equipment management agreement with PLM Investment
Management,  Inc. (IMI), a wholly owned subsidiary of FSI, for the management of
the  Trust's  equipment.  The  Trust's  management  agreement  with  IMI  is  to
co-terminate  with  the dissolution of the Trust, unless the beneficial interest
holders  vote to terminate the agreement prior to that date or at the discretion
of  the Trustee.  IMI has agreed to perform all services necessary to manage the
equipment  on behalf of the Trust and to perform or contract for the performance
of  all  obligations  of the lessors under the Trust's leases.  In consideration
for  its  services  and  pursuant  to  the Trust agreement, IMI is entitled to a
monthly  management  fee  (see  Notes  1  and  2  to  the financial statements).

(C)     Competition
-------------------

(1)     Operating  Leases  versus  Full  Payout  Leases
-------------------------------------------------------

The  equipment  owned  by  the  Trust  is leased out on an operating lease basis
wherein  the  rents  received during the initial noncancelable term of the lease
are  insufficient  to  recover the Trust's purchase price of the equipment.  The
short  to mid-term nature of operating leases generally commands a higher rental
rate  than  longer-term,  full  payout  leases  and  offers  lessees  relative
flexibility  in  their equipment commitment.  In addition, the rental obligation
under  an operating lease need not be capitalized on the lessee's balance sheet.

The  Trust  encounters  considerable  competition from lessors that utilize full
payout  leases  on  new  equipment,  i.e.  leases  that  have terms equal to the
expected  economic  life  of  the  equipment.  While  some
lessees  prefer the flexibility offered by a shorter-term operating lease, other
lessees  prefer  the  rate  advantages  possible  with  a  full  payout  lease.
Competitors  may  write  full  payout leases at considerably lower rates and for
longer  terms  than the Trust offers, or larger competitors with a lower cost of
capital  may offer operating leases at lower rates, which may put the Trust at a
competitive  disadvantage.

(2)     Manufacturers  and  Equipment  Lessors
----------------------------------------------

The  Trust  competes with equipment manufacturers who offer operating leases and
full payout leases.  Manufacturers may provide ancillary services that the Trust
cannot  offer,  such  as  specialized  maintenance  service  (including possible
substitution  of  equipment),  training,  warranty  services,  and  trade-in
privileges.

The  Trust  also competes with many equipment lessors, including ACF Industries,
Inc.  (Shippers  Car  Line  Division),  GATX  General  Electric Railcar Services
Corporation,  and  other  investment  programs  that  lease  the  same  types of
equipment.

(D)     Demand
--------------

The  Trust  operates  in  three  operating  segments:  railcar  leasing, trailer
leasing,  and  marine container leasing.  Each equipment-leasing segment engages
in  short-term  to  mid-term  operating  leases  to a variety of customers.  The
Trust's  equipment  is  used to transport materials and commodities, rather than
people.

The  following section describes the international and national markets in which
the  Trust's  capital  equipment  operates:

(1)     Railcars
----------------

(a)     General  Purpose  (Nonpressurized)  Tank  Railcars
----------------------------------------------------------

General  purpose tank railcars are used to transport bulk liquid commodities and
chemicals  not  requiring  pressurization,  such  as certain petroleum products,
liquefied  asphalt,  lubricating  oils,  molten sulfur, vegetable oils, and corn
syrup.  The  overall  health  of  the  market  for these types of commodities is
closely  tied  to both the United States (US) and global economies, as reflected
in  movements  in the Gross Domestic Product, personal consumption expenditures,
retail  sales,  and currency exchange rates.  The manufacturing, automobile, and
housing  sectors  are the largest consumers of chemicals.  Within North America,
2002  carloadings  of  the commodity group that includes chemicals and petroleum
products  reversed previous declines and rose 4% after a fall of 5% during 2001.
Utilization  of  the  Trust's  nonpressurized  tank railcars has been increasing
reflecting  this  market  condition  and  presently  stands  at  about  83%.

<PAGE>

(b)     Pressurized  Tank  Railcars
-----------------------------------

Pressurized  tank  railcars  are used to transport liquefied petroleum gas (LPG)
and  anhydrous ammonia (fertilizer).  The North American markets for LPG include
industrial  applications,  residential  use,  electrical  generation, commercial
applications,  and transportation.  LPG consumption is expected to grow over the
next few years as most new electricity generation capacity is expected to be gas
fired.  Within  any  given  year,  consumption is particularly influenced by the
severity  of  winter  temperatures.

Within  the  fertilizer  industry,  demand  is  a  function  of several factors,
including the level of grain prices, status of government farm subsidy programs,
amount  of  farming  acreage and mix of crops planted, weather patterns, farming
practices, and the value of the US dollar.  Population growth and dietary trends
also  play  an  indirect  role.

On  an  industry-wide  basis,  North American carloadings of the commodity group
that  includes  petroleum  and  chemicals  decreased  over 2% in 2002 after a 5%
decline  in  2001.  Even with this further decrease in industry-wide demand, the
utilization  of  pressurized  tank railcars in the Trust is presently in the 88%
range.  The  desirability  of  the  railcars  in  the  Trust  is affected by the
advancing  age  of  this  fleet.

(2)     Intermodal  Trailers
----------------------------

Intermodal  trailers  are  used  to  transport a variety of dry goods by rail on
flatcars,  usually  for distances of over 400 miles.  Over the past seven years,
intermodal  trailers  have  continued  to  be  rapidly  displaced  by  domestic
containers  as  the  preferred  method  of  transport  for  such  goods.  This
displacement  occurs  because  railroads offer approximately 20% lower wholesale
freight  rates  on  domestic containers compared to intermodal trailers.  During
2002,  demand  for  intermodal  trailers was more depressed than historic norms.
Unusually  low  demand occurred over the first half of the year due to a rapidly
slowing economy and low rail freight rates for 53-foot domestic containers.  Due
to  the  decline  in  demand,  shipments for the year within the intermodal pool
trailer  market  declined approximately 10% compared to the prior year.  Average
utilization  of the entire US intermodal trailer pool fleet declined from 77% in
1999  to  75% in 2000 to 63% in 2001 and further declined to a record low of 50%
in  2002.

The  Trustee  continued its aggressive marketing program in a bid to attract new
customers  for the Trust's intermodal trailers during 2002.  The largest trailer
customer,  Consolidated  Freightways,  abruptly  shut  down their operations and
declared bankruptcy during 2002.  This situation was largely offset by extensive
efforts  with other carriers to increase market share.  Even with these efforts,
average utilization of the Trust's intermodal trailers for the year 2002 dropped
12%  from  2001  to  approximately  61%,  still  11% above the national average.

The  trend  towards  using domestic containers instead of intermodal trailers is
expected to accelerate in the future.  Due to the anticipated continued weakness
of  the overall economy, intermodal trailer shipments are forecast to decline by
10%  to  15%  in  2003,  compared  to  2002.  As  such, the nationwide supply of
intermodal  trailers  is  expected to have approximately 27,000 units in surplus
for  2003.  The maintenance costs have increased approximately 12% from 2001 due
to  improper  repair  methods  performed by the railroads' vendors and billed to
owners.

(3)     Marine  Containers
--------------------------

Marine  containers  are  used  to  transport  a variety of types of cargo.  They
typically  travel  on  marine vessels but may also travel on railroads loaded on
certain  types  of  railcars  and  highways  loaded  on  a  trailer.

The  Trust's  fleet  of dry, refrigerated and other specialized containers is in
excess  of  13  years  of  age,  and  is generally no longer suitable for use in
international  commerce,  either  due to its specific physical condition, or the
lessees' preferences for newer equipment.  As individual containers are returned
from  their  specific  lessees,  they  are being marketed for sale on an "as is,
where  is"  basis.  The  market  for  such  sales  is  highly dependent upon the
specific  location and type of container.  The Trust has continued to experience
reduced  residual values on the sale of refrigerated containers primarily due to
technological  obsolescence  associated  with  this  equipment's  refrigeration
machinery.

<PAGE>
------
(E)     Government  Regulations
-------------------------------

The  use,  maintenance,  and  ownership  of  equipment are regulated by federal,
state,  local,  or  foreign government authorities.  Such regulations may impose
restrictions  and  financial  burdens  on the Trust's ownership and operation of
equipment.  Changes  in  government  regulations,  industry  standards,  or
deregulation  may  also  affect  the  ownership,  operation,  and  resale of the
equipment.  Substantial  portions  of the Trust's equipment portfolio are either
registered  or  operated  internationally.  Such  equipment  may  be  subject to
adverse  political,  government,  or  legal  actions,  including  the  risk  of
expropriation  or  loss  arising  from  hostilities.  Certain  of  the  Trust's
equipment  is  subject  to extensive safety and operating regulations, which may
require  its removal from service or extensive modification of such equipment to
meet  these  regulations,  at  considerable cost to the Trust.  Such regulations
include  but  are  not  limited  to:

(1)     The Montreal Protocol on Substances that Deplete the Ozone Layer and the
U.S.  Clean  Air Act Amendments of 1990, which call for the control and eventual
replacement  of  substances  that  have  been  found  to  cause  or  contribute
significantly  to harmful effects to the stratospheric ozone layer and which are
used  extensively  as  refrigerants  in  refrigerated  marine  cargo containers.

(2)     The  U.S. Department of Transportation's Hazardous Materials Regulations
regulates  the  classification and packaging requirements of hazardous materials
that  apply  particularly  to  Trust's  tank  railcars.  The  Federal  Railroad
Administration  has  mandated that effective July 1, 2000 all tank railcars must
be  re-qualified  every  ten  years  from  the  last test date stenciled on each
railcar  to  insure tank shell integrity.  Tank shell thickness, weld seams, and
weld  attachments  must be inspected and repaired if necessary to re-qualify the
tank  railcar  for  service.  The  average cost of this inspection is $3,600 for
jacketed tank railcars and $1,800 for non-jacketed tank railcars.  This does not
include  any  necessary repairs.  This inspection is to be performed at the next
scheduled  tank  test  and every ten years thereafter.  The Trust currently owns
432  jacketed  tank  railcars  and  74 non-jacketed tank railcars that will need
re-qualification.  As  of  December  31,  2002, 17 jacketed tank railcars and 14
non-jacketed tank railcars of the fleet will need to be re-qualified during 2003
or  2004.

As  of  December 31, 2002, the Trust was in compliance with the above government
regulations.  Typically,  costs  related to extensive equipment modifications to
meet  government  regulations  are  passed  on  to the lessee of that equipment.

ITEM  2.     PROPERTIES
-----------------------

The Trust neither owns nor leases any properties other than the equipment it has
purchased.  As  of  December  31,  2002,  the  Trust  owned  a  portfolio  of
transportation  and  related  equipment  as  described  in  Item  1,  Table  1.

The Trust maintains its principal office at 235 3rd Street South, Suite 200, St.
Petersburg,  FL  33701.

ITEM  3.     LEGAL  PROCEEDINGS
             ------------------

During  2000  and  2001,  the  Partnership,  together with affiliates, initiated
litigation in various official forums in the United States and India against two
defaulting  Indian  airline  lessees  to  repossess  its property and to recover
damages  for  failure  to  pay  rent  and  failure  to maintain such property in
accordance  with  relevant  lease  contracts.  In  response to the Partnership's
collection  efforts,  the  airline  lessees  filed  counter-claims  against  the
Partnership,  one of which was in excess of the Partnership's claims against the
airline.

FSI  believes  that the airline's counterclaims are completely without merit and
will  vigorously  defend  against  such  counterclaims.

During  2001,  an  arbitration hearing was held between one India lessee and the
Partnership  and  the  arbitration panel issued an award to the Partnership. The
Partnership  initiated  proceedings in India to collect on the arbitration award
and  has  recently  been  approached again by the lessee to discuss a negotiated
settlement  of  the  Partnership's collection action.  The arbitration award was
not  accrued  for  in  the  December  31,  2002 financial statements because the
likelihood  of  collection  of the award is remote.  FSI will continue to try to
collect  the  full  amount  of  the  settlement.

During  2001,  the FSI decided to minimize its collection efforts from the other
India lessee in order to save the Partnership from incurring additional expenses
associated  with trying to collect from a lessee that has no apparent ability to
pay.

All  matters  of  litigation  of  which  the  Partnership was involved have been
assumed  by  the  Trust.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS
             -----------------------------------------------------------

No  matters  were submitted to a vote of the Trust's beneficial interest holders
from  December  31,  2002  (inception)  through  December  31,  2002.
                                     PART II

ITEM  5.     MARKET  FOR  THE TRUST'S EQUITY AND RELATED DEPOSITARY UNIT MATTERS
             -------------------------------------------------------------------

Pursuant  to  the terms of the Trust agreement, the Trustee  is entitled to a 5%
interest  in the profits, losses and distributions of the Trust.  The Trustee is
the sole holder of such interest.  Special allocations of income are made to the
Trustee  equal  to  the  deficit  balance, if any, in the capital account of the
Trustee.  The  Trustee's annual allocation of net income will generally be equal
to the Trustee's cash distributions paid during the current year.  The remaining
interests in the profits, losses and distributions of the Trust are owned, as of
December  31,  2002,  by  the  7,995  beneficial  interest  holders in the Trust

There  is  no market for the sale of the beneficial interests of the Trust.  The
Trustee will not allow for transfer of such ownership except by will, interstate
succession  or  operation  of  law.

ITEM  6.     SELECTED  FINANCIAL  DATA
             -------------------------

The  Trust was formed on December 31, 2002 and as such has no historical data or
results  of  operations  other  than  the  following  (in thousands of dollars):

                                     TABLE 2
                                     -------
<TABLE>
<CAPTION>

<S>                          <C>
As of December 31, 2002:
  Total assets. . . . . . .  $10,223
  Total liabilities . . . .    7,539
                             -------
  Net assets in liquidation  $ 2,684
                             =======
</TABLE>


ITEM  7.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             -------------------------------------------------------------------
RESULTS  OF  OPERATIONS
    -------------------

(A)  Introduction

Management's  discussion  and  analysis  of  financial  condition and results of
operations relates to the financial statements of PLM Equipment Growth Fund III,
Liquidating  Trust  (the  Trust).  The  following  discussion  and  analysis  of
operations  focuses  on  the performance of the Trust's equipment in the various
segments  in  which  it operates and its effect on the Trust's overall financial
condition.

(B)  Results  of  Operations  --  Factors  Affecting  Performance

(1)  Re-leasing  Activity  and Repricing Exposure to Current Economic Conditions

The  exposure  of  the  Trust's  equipment  portfolio  to  repricing risk occurs
whenever the leases for the equipment expire or are otherwise terminated and the
equipment must be remarketed.  Major factors influencing the current market rate
for  Trust's equipment include supply and demand for similar or comparable types
of  transport  capacity,  desirability  of  the equipment in the leasing market,
market  conditions for the particular industry segment in which the equipment is
to  be  leased,  overall economic conditions, and various regulations concerning
the  use of the equipment.  Equipment that is idle or out of service between the
expiration of one lease and the assumption of a subsequent lease can result in a
reduction  of  contribution  to  the  Trust.

<PAGE>
(2)     Equipment  Liquidations

Liquidation  of  Trust  equipment  represents  a  reduction  in  the size of the
equipment  portfolio and may result in a reduction of contribution to the Trust.

(3)     Equipment  Valuation

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable  amounts.

(C)     Financial  Condition  --  Capital  Resources  and  Liquidity

The  Trust's  assets  and  liabilities were transferred to it from PLM Equipment
Growth  Fund  III.  As  of  December  31,  2002,  the  Trust  had no outstanding
indebtedness.  The  Trust  relies  on  operating cash flow and asset disposition
proceeds  to  meet  its  operating  obligations  and  make  distributions to the
beneficial  interest  holders.

The  Trustee  has  not  planned  any  expenditures,  nor  is  it  aware  of  any
contingencies  that  would  cause  it  to require any additional capital to that
mentioned  above.  The  beneficial  interest  holders are prohibited from making
capital  contributions  to  the  Trust.

The  Trust  is  in  its  active liquidation phase.  As a result, the size of the
Trust's remaining equipment portfolio and, in turn, the amount of net cash flows
from  operations  will  continue  to  become progressively smaller as assets are
sold.  Significant  asset  sales  may  result in distributions to the beneficial
interest  holders.

In  accordance  with the liquidation basis of accounting, the carrying values of
the  assets  are  presented  at  net  realizable amounts and all liabilities are
presented  at estimated settlement amounts, including estimated costs associated
with  completing  the liquidation.  Preparation of the financial statements on a
liquidation basis requires significant assumptions by the Trustee, including the
estimate  of liquidation costs and the resolution of any contingent liabilities.
There  may be differences between the assumptions and the actual results because
events  and  circumstances  frequently  do  not  occur  as  expected.

(D)     Results  of  Operations

The  Trust  was  formed on December 31, 2002; therefore, there are no results of
operations.

(E)     Forward-Looking  Information

Except  for historical information contained herein, the discussion in this Form
10-K  contains  forward-looking statements that involve risks and uncertainties,
such  as  statements  of  the  Trust's  plans,  objectives,  expectations,  and
intentions.  The  cautionary statements made in this Form 10-K should be read as
being  applicable to all related forward-looking statements wherever they appear
in  this  Form  10-K.  The  Trust's  actual results could differ materially from
those  discussed  here.

(F)     Outlook  for  the  Future

Since  the Trust is in its active liquidation phase, the Trustee will be seeking
to  sell  or  re-lease assets as the existing leases expire until all the assets
are  sold.  Sale  decisions will cause the operating performance of the Trust to
decline  over  the  remainder of its life.  Throughout the remaining life of the
Trust,  the  Trust  may make distributions to the beneficial interest holders as
asset  sales  are  completed.

Liquidation  of  the Trust's equipment will cause a reduction in the size of the
equipment  portfolio and may result in a reduction of contribution to the Trust.
Other factors that may affect the Trust's contribution in the year 2003 include:

1.     The  Trust's fleet of marine containers is in excess of thirteen years of
age  and  is  no longer suitable for use in international commerce either due to
its  specific  physical  condition, or lessees' preferences for newer equipment.
Demand  for  the Trust's marine containers will continue to be weak due to their
age.  These  containers  will  be  sold  on an "as is, where is" basis as leases
expire.

2.     Railcar freight loadings in the United States and Canada decreased 1% and
3%,  respectively,  through  most  of  2002.  There  has been, however, a recent
increase  for  some  of  the  commodities  that  drive demand for those types of
railcars  owned  by  the  Trust.  It  will  be  some  time, however, before this
translates  into  new  leasing  demand by shippers since most shippers have idle
railcars in their fleets.  The Trustee has entered into an agreement to sell all
of  the  Trust's remaining railcars which is expected to close in the first half
of  2003  for  an  amount  that  approximates the carrying amount on the Trust's
statement of net assets in liquidation (see Note 9 to the financial statements);
and

3.     As  the  Trust's  trailers  are  smaller  than  many shippers prefer, the
Trustee  expects  declines  in utilization over the next few years.  The Trustee
expects  to  sell  all  of  the  trailers  during  2003.

The assets of the Trust are reported at their net realizable values that include
future lease payments as well as residual sales proceeds less any costs to sell.
The  Trust does not have signed commitments or binding contracts to sell certain
of  its  transportation  equipment  at  the  reported net realizable value.  The
estimate  of the fair value for the Trust's transportation equipment is based on
the opinion of the Trust's equipment managers using data, reasoning and analysis
of  prevailing  market  conditions  of  similar  equipment,  data  from  recent
purchases,  independent  third  party  valuations and discounted cash flows.  At
December 31, 2003, the estimated gain on the Trust's transportation equipment if
sold  at  the  reported  net  realizable  value  would  be  $6.3 million.   Such
estimated  gain  has  been  deferred  at  December  31,  2002.

The  ability  of the Trust to realize acceptable lease rates on its equipment in
the  different equipment markets is contingent on many factors, such as specific
market  conditions  and  economic  activity,  technological  obsolescence,  and
government  or  other  regulations.  The  Trustee  continually monitors both the
equipment  markets and the performance of the Trust's equipment in these markets
to  determine  the  most  advantageous  time  to  dispose  its  equipment.

Several  other  factors may affect the Trust's operating performance in 2003 and
beyond,  including  changes in the markets for the Trust's equipment and changes
in  the  regulatory  environment  in  which  that  equipment  operates.

The  other  factors  that may affect the Trust's contribution in 2003 and beyond
include:

(1)     Repricing  Risk

Until sold, certain of the Trust's marine containers, railcars and trailers will
be remarketed in 2003 as existing leases expire, exposing the Trust to repricing
risk/opportunity.

 (2)     Impact  of  Government  Regulations  on  Future  Operations

The Trustee operates the Trust's equipment in accordance with current applicable
regulations  (see  Item  1,  Section  E,  Government Regulations).  However, the
continuing  implementation  of  new  or  modified  regulations  by  some  of the
authorities  mentioned  previously,  or others, may adversely affect the Trust's
ability to continue to own or operate equipment in its portfolio.  Additionally,
regulatory  systems  vary from country to country, which may increase the burden
to  the  Trust  of meeting regulatory compliance for the same equipment operated
between  countries.  Ongoing  changes in the regulatory environment, both in the
United  States  and  internationally,  cannot be predicted with any accuracy and
preclude  the  Trustee  from  determining  the  impact  of such changes on Trust
operations,  or  sale  of  equipment.

The  U.S.  Department  of  Transportation's  Hazardous  Materials  Regulations
regulates  the  classification and packaging requirements of hazardous materials
that  apply  particularly  to  Trust's  tank  railcars.  The  Federal  Railroad
Administration  has  mandated that effective July 1, 2000 all tank railcars must
be  re-qualified  every  ten  years  from  the  last test date stenciled on each
railcar  to  insure tank shell integrity.  Tank shell thickness, weld seams, and
weld  attachments  must be inspected and repaired if necessary to re-qualify the
tank  railcar  for  service.  The  average cost of this inspection is $3,600 for
jacketed  tank railcars and $1,800 for non-jacketed tank railcars, not including
any necessary repairs.  This inspection is to be performed at the next scheduled
tank test and every ten years thereafter.  The Trust currently owns 432 jacketed
tank railcars and 74 non-jacketed tank railcars that will need re-qualification.
As  of  December  31,  2002,  17 jacketed tank railcars and 14 non-jacketed tank
railcars  of  the  fleet  will  need  to  be  re-qualified  during 2003 or 2004.



(3)     Distributions

During  the active liquidation phase, the Trust will use operating cash flow and
proceeds  from  the  sale of equipment to meet its operating obligations, and to
the  extent  available,  make  distributions  to  the  beneficial  unitholders.

(4)     Liquidation

Liquidation  of  the Trust's equipment represents a reduction in the size of the
equipment  portfolio and may result in a reduction of contribution to the Trust.

Since  the  Trust  is  in  its active liquidation phase, the size of the Trust's
remaining  equipment  portfolio  and, in turn, the amount of net cash flows from
operations  will  continue  to  become progressively smaller as assets are sold.
Significant  asset  sales may result in distributions to beneficial unitholders.

The  Trust is scheduled to be dissolved by December 31, 2004, although this date
may  be  extended.

ITEM  7A.     QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
              ----------------------------------------------------------------

The  Trust's primary market risk exposure is currency devaluation risk.  Most of
the  leases  require  payment in United States (US) currency.  If these lessees'
currency devalues against the US dollar, the lessees could potentially encounter
difficulty  in  making  the  US  dollar  denominated  lease  payments.

ITEM  8.     FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
--------     -----------------------------------------------

The  financial  statements  for  the  Trust are listed in the Index to Financial
Statements  included  in  Item  15(a)  of  this  Annual  Report  on  Form  10-K.

ITEM  9.     CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND
             -------------------------------------------------------------------
FINANCIAL  DISCLOSURE
    -----------------

(A)     Disagreements  with  Accountants on Accounting and Financial Disclosures

None.

(B)     Changes  in  Accountants

None.


<PAGE>

                                    PART III

ITEM  10.     DIRECTORS  AND  EXECUTIVE OFFICERS OF PLM FINANCIAL SERVICES, INC.
              ------------------------------------------------------------------

As  of  the  date of this annual report, the directors and executive officers of
PLM  Financial  Services,  Inc. (and key executive officers of its subsidiaries)
are  as  follows:
<TABLE>
<CAPTION>


Name              Age Position
-------------------------------------------------------------------------------
<S>              <C>  <C>


Gary D. Engle .   53  Director, PLM Financial Services, Inc., PLM Investment
                      Management, Inc., and PLM Transportation Equipment Corp.

James A. Coyne    42  Director, Secretary and President, PLM Financial Services,
                      Inc. and PLM Investment Management, Inc., Director and
                      Secretary, PLM Transportation Equipment Corp.

Richard K Brock   40  Director and Chief Financial Officer, PLM Financial
                      Services, Inc., PLM Investment Management, Inc. and
                      PLM Transportation Equipment Corp.
</TABLE>


Gary  D.  Engle  was  appointed  a  Director  of PLM Financial Services, Inc. in
January  2002.  He  was  appointed  a  director  of  PLM  International, Inc. in
February  2001.  He  is a director and President of MILPI Holdings, LLC (MILPI).
Since  November 1997, Mr. Engle has been Chairman and Chief Executive Officer of
Semele Group Inc. ("Semele"), a publicly traded company.  Mr. Engle is President
and Chief Executive Officer of Equis Financial Group ("EFG"), which he joined in
1990 as Executive Vice President.  Mr. Engle purchased a controlling interest in
EFG  in  December  1994.  He  is  also  President  of  AFG  Realty,  Inc.

James A. Coyne was appointed President of PLM Financial Services, Inc. in August
2002.  He was appointed a Director and Secretary of PLM Financial Services, Inc.
in  April  2001.  He  was  appointed  a  director  of  PLM International, Inc in
February  2001.   He  is a director, Vice President and Secretary of MILPI.  Mr.
Coyne has been a director, President and Chief Operating Officer of Semele since
1997.  Mr.  Coyne  is Executive Vice President of Equis Corporation, the general
partner of EFG.  Mr. Coyne joined EFG in 1989, remained until 1993, and rejoined
in  November  1994.

Richard  K  Brock  was  appointed  a Director and Chief Financial Officer of PLM
Financial  Services,  Inc.  in August 2002.  From June 2001 through August 2002,
Mr.  Brock was a consultant to various leasing companies including PLM Financial
Services, Inc.  From October 2000 through June 2001, Mr. Brock was a Director of
PLM  Financial  Services, Inc.  Mr. Brock was appointed Vice President and Chief
Financial Officer of PLM International, Inc. and PLM Financial Services, Inc. in
January  2000,  having  served as Acting Chief Financial Officer since June 1999
and  as  Vice  President and Corporate Controller of PLM International, Inc. and
PLM  Financial  Services,  Inc.  since June 1997.  Prior to June 1997, Mr. Brock
served  as  an  accounting  manager at PLM Financial Services, Inc. beginning in
September  1991  and as Director of Planning and General Accounting beginning in
February  1994.

The directors of PLM Financial Services, Inc. are elected for a one-year term or
until their successors are elected and qualified.  No family relationships exist
between  any  director or executive officer of PLM Financial Services, Inc., PLM
Transportation  Equipment  Corp.,  or  PLM  Investment  Management,  Inc.

ITEM  11.     EXECUTIVE  COMPENSATION
              -----------------------

The  Trust  has no directors, officers, or employees.  The Trust had no pension,
profit sharing, retirement, or similar benefit plan in effect as of December 31,
2002.

<PAGE>

ITEM  12.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT
              ------------------------------------------------------------------

(A)     Security  Ownership  of  Certain  Beneficial  Owners

The  Trustee  is  generally  entitled to a 5% interest in the profits and losses
(subject  to  certain allocations of income) and distributions of the Trust.  As
of December 31, 2002, no beneficiary interest holder was known by the Trustee to
beneficially  own  more  than  5%  of  the  beneficial  interest  of  the Trust.

(B)     Security  Ownership  of  Management

Neither  the Trustee and its affiliates nor any executive officer or director of
the  Trustee  and  its affiliates own any beneficial interest of the Trust as of
December  31,  2002.

ITEM  13.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
              --------------------------------------------------

Transactions  with  Management  and  Others:

None.

ITEM  14.     CONTROLS  AND  PROCEDURES
              -------------------------

Based on their evaluation as of a date within 90 days of the filing of this Form
10-K, the Trustee's principal Executive Officer and Chief Financial Officer have
concluded  that  the Trust's disclosure controls and procedures are effective to
ensure  that  information required to be disclosed in the reports that the Trust
files  or  submits  under  the  Securities  Exchange  Act  of  1934 is recorded,
processed,  summarized  and  reported  within  the time periods specified in the
Securities  and  Exchange  Commission's  rules  and  forms.  There  have been no
significant  changes  in  the Trust's internal controls or in other factors that
could  significantly  affect  those  controls  subsequent  to  the date of their
evaluation.


                                     PART IV

ITEM  15.     EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES, AND REPORTS ON FORM 8K
              ------------------------------------------------------------------

(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.

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

a.     None.

(B)     Reports  on  Form  8-K

Form  8-K dated December 16, 2002, announcing, effective December 31, 2002,
that  the  assets  and  liabilities  of  PLM  Equipment  Growth  Fund  III  were
transferred  to  PLM  Equipment  Growth  Fund  III,  Liquidating  Trust.

(C)     Financial  Statement  Schedule

None.

<PAGE>

(D)     Exhibits

4.     Plan  of  Dissolution and Liquidation dated December 31, 2002 between PLM
Equipment  Growth  Fund  III  and  PLM  Financial  Services,  Inc.

4.1     Liquidating  Trust  Agreement dated December 31, 2002 by and between PLM
Equipment  Growth  Fund  III  as grantor and PLM Financial Services, Inc. as the
Trustee  for  PLM  Equipment  Growth  Fund  III,  Liquidating  Trust.

4.2     Bill  of  Sale  Assignment  and  Assumption Agreement entered into as of
December  31,  2002 by and among PLM Equipment Growth Fund III and PLM Financial
Services,  Inc.  as  the  Trustee for PLM Equipment Growth Fund III, Liquidating
Trust.

10.1     Management  Agreement  between the Trust 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.


<PAGE>
CONTROL  CERTIFICATION



I,  James  A.  Coyne,  certify  that:

1.     I  have  reviewed this annual report on Form 10-K of PLM Equipment Growth
Fund  III,  Liquidating  Trust.

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  statement  of  net  assets  in  liquidation at December 31, 2002;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this  annual  report  is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  March  28,  2003     By:     /s/  James  A.  Coyne
                                    ---------------------
                                    James  A.  Coyne
                                    President
                                   (Principal  Executive  Officer)


<PAGE>

CONTROL  CERTIFICATION
----------------------



I,  Richard  K  Brock,  certify  that:

1.     I  have  reviewed this annual report on Form 10-K of PLM Equipment Growth
Fund  III,  Liquidating  Trust.

2.     Based  on  my  knowledge,  this annual report does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  statement  of  net  assets  in  liquidation at December 31, 2002;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  we  have:

a)     designed  such disclosure controls and procedures to ensure that material
information  relating  to  the  registrant  is  made  known  to  us  by  others,
particularly  during  the  period  in  which  this  annual  report  is prepared;

b)     evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and

c)     presented  in  this annual report our conclusions about the effectiveness
of  the  disclosure  controls  and  procedures based on our evaluation as of the
Evaluation  Date;

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation, to the registrant's auditors and board of Managers:

a)     all  significant  deficiencies  in  the  design  or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

b)     any  fraud,  whether  or  not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6.     The  registrant's  other  certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.




Date:  March  28,  2003     By:     /s/  Richard  K  Brock
                                    ----------------------
                                    Richard  K  Brock
                                    Chief  Financial  Officer
                                   (Principal  Financial  Officer)



<PAGE>
                                   SIGNATURES

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

The Trust has no directors or officers.  The Trustee has signed on behalf of the
Trust  by  duly  authorized  officers.


Date:  March  28,  2003     PLM  EQUIPMENT  GROWTH  FUND  III, LIQUIDATING TRUST

     By:  PLM  Financial  Services,  Inc.
          Trustee


     By: /s/  James  A.  Coyne
         ---------------------
         James  A.  Coyne
         President


     By: /s/  Richard  K  Brock
         ----------------------
         Richard  K  Brock
         Chief  Financial  Officer


CERTIFICATION

The undersigned hereby certifies, in their capacity as an officer of the Trustee
of PLM Equipment Growth Fund III, Liquidating Trust (the Trust), that the Annual
Report  of  the  Trust  on Form 10-K for the year ended December 31, 2002, fully
complies  with  the requirements of Section 13(a) of the Securities Exchange Act
of  1934  and  that the information contained in such report fairly presents, in
all  material  respects, the financial condition of the Trust at the end of such
period  and  the  results  of  operations  of  the  Trust  for  such  period.

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


Name     Capacity     Date
----     --------     ----




/s/  Gary  D.  Engle
--------------------
Gary  D.  Engle     Director,  FSI     March  28,  2003




/s/  James  A.  Coyne
---------------------
James  A.  Coyne     Director,  FSI     March  28,  2003




/s/  Richard  K  Brock
----------------------
Richard  K  Brock     Director,  FSI     March  28,  2003


<PAGE>

                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
                          INDEX TO FINANCIAL STATEMENTS


                                  (Item 15(a))


                                                                        Page
                                                                        ----

Independent  auditors'  report                                           16

Statement  of  net  assets  in  liquidation  at  December  31,  2002     17

Statement  of  changes  in  net  assets  in  liquidation
     for the period from inception (December 31, 2002) through
     December 31, 2002                                                   18


Notes  to  financial  statements                                      19-22


<PAGE>


INDEPENDENT  AUDITORS'  REPORT



The  Beneficiaries
PLM  Equipment  Growth  Fund  III,  Liquidating  Trust:

We  have  audited the accompanying statement of net assets in liquidation of PLM
Equipment  Growth  Fund  III, Liquidating Trust (the "Trust") as of December 31,
2002  and  the related statement of changes in net assets in liquidation for the
period from December 31, 2002 (inception) to December 31, 2002.  These financial
statements are the responsibility of the Trust's management.  Our responsibility
is  to  express  an  opinion  on  these financial statements based on our audit.

We  conducted our audit in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audit  to  obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statement.  An  audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

As described in Note 1 to the financial statements, the Trust was established to
liquidate  the  assets  and  pay  all  liabilities  of  the Trust.  The Trust is
scheduled  to  be  dissolved  by  December  31,  2004, although this date may be
extended.  The  Trust accounts for its net assets under the liquidation basis of
accounting.

In  our  opinion,  such  financial  statements  present  fairly, in all material
respects,  the  net  assets in liquidation of the Trust as of December 31, 2002,
and  the  changes  in its net assets in liquidation for the period from December
31,  2002  (inception)  to  December  31,  2002  in  conformity  with accounting
principles  generally  accepted  in  the United States of America applied on the
basis  described  in  the  preceding  paragraph.




/s/  Deloitte  &  Touche  LLP
Certified  Public  Accountants

Tampa,  Florida
March  7,  2003

<PAGE>

                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
                     STATEMENT OF NET ASSETS IN LIQUIDATION

                                DECEMBER 31, 2002

                            (in thousands of dollars)
<TABLE>
<CAPTION>



ASSETS
<S>                                                    <C>
Transportation equipment. . . . . . . . . . . . . . .  $ 8,206

Cash and cash equivalents . . . . . . . . . . . . . .    1,611

Accounts receivable . . . . . . . . . . . . . . . . .      406
                                                       -------

      Total assets. . . . . . . . . . . . . . . . . .  $10,223
                                                       =======

LIABILITIES AND NET ASSETS IN LIQUIDATION

Liabilities

Accounts payable and accrued expenses . . . . . . . .  $ 1,060
Deferred gain on the sale of transportation equipment    6,330
Due to affiliates . . . . . . . . . . . . . . . . . .       49
                                                       -------

  Total liabilities . . . . . . . . . . . . . . . . .    7,439
                                                       -------

Net assets in liquidation . . . . . . . . . . . . . .  $ 2,784
                                                       =======
</TABLE>































                 See accompanying notes to financial statements.
<PAGE>


                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
      STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION (LIQUIDATION BASIS)
   FOR THE PERIOD FROM INCEPTION (DECEMBER 31, 2002) THROUGH DECEMBER 31, 2002
                            (in thousands of dollars)
<TABLE>
<CAPTION>


                                                    Limited
                                                   Partners   Trustee   Total
                                                  ----------------------------
<S>                                                <C>        <C>       <C>
Net assets at December 31, 2002 . . . . . . . . .  $      --  $     --  $   --

Transfer of net assets in liquidation . . . . . .      2,784        --   2,784
                                                   ---------  --------  ------

Net assets in liquidation as of December 31, 2002  $   2,784  $     --  $2,784
                                                   =========  ========  ======
</TABLE>













































                 See accompanying notes to financial statements.
<PAGE>
                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation
       -----------------------

Organization
------------

On  December  31,  2002  (inception), PLM Equipment Growth Fund III, Liquidating
Trust  (the  Trust)  was  established.  On  that  date  all  of  the  assets and
liabilities of PLM Equipment Growth Fund III were transferred to the Trust.  PLM
Financial  Services,  Inc.  (FSI)  is  the  Trustee  of the Trust.  FSI has a 5%
interest  in  the  earnings  and  distributions  of  the  Trust.

The  Trust's  primary purpose is to liquidate the assets and pay all liabilities
of  the Trust.  The Trust has a scheduled termination date of December 31, 2004,
although  that  date  may  be  extended.

The  Trust  is  currently  marketing  all  of  the  Trust's  equipment for sale.

Estimates
---------

The  accompanying  financial  statements  have  been prepared on the liquidation
basis  of  accounting.  The  carrying  values of the assets are presented at net
realizable  amounts  and  all  liabilities are presented at estimated settlement
amounts,  including  estimated costs associated with completing the liquidation,
in accordance with accounting principles generally accepted in the Unites States
of  America.  This  requires  the Trustee to make estimates and assumptions that
affect the reported amounts of assets and liabilities, disclosures of contingent
assets  and liabilities at the date of the financial statements.  Actual results
could  differ  from  those  estimates.

Liquidation  Accounting
-----------------------

The assets of the Trust are reported at their net realizable values that include
future lease payments as well as residual sales proceeds less any costs to sell.
The  Trust does not have signed commitments or binding contracts to sell certain
of  its  transportation  equipment  at  the  reported net realizable value.  The
estimate  of the fair value for the Trust's transportation equipment is based on
the opinion of the Trust's equipment managers using data, reasoning and analysis
of  prevailing  market  conditions  of  similar  equipment,  data  from  recent
purchases,  independent  third  party  valuations and discounted cash flows.  At
December 31, 2003, the estimated gain on the Trust's transportation equipment if
sold at the reported net realizable value would be $6.3 million.  Such estimated
gain  has  been  deferred  at  December  31,  2002.

The  amounts reported for liabilities include all estimated expenses to conclude
the  operations  of  the  Trust.

The  net adjustment required to convert from the going concern (historical cost)
basis  of  accounting  to the liquidation basis of accounting was an increase in
net  assets  of  $5.5  million.  This amount is reflected in the transfer of net
assets  in liquidation in the Statement of Changes in Net Assets in Liquidation.
Significant  changes  in  the  carrying  value  of  assets  and  liabilities are
summarized  as  follows  (in  thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                                         <C>

Adjustment of assets from historical costs  $6,066
Adjustment to accrued expenses . . . . . .     612
                                            ------
Total adjustment to liquidation basis. . .  $5,454
                                            ======
</TABLE>



<PAGE>
                                     ------
                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS

1.     Basis  of  Presentation  (continued)
       -----------------------

Operations
----------

PLM  Equipment  Growth  Fund  III,  a  California  limited  partnership  (the
Partnership), was formed on October 15, 1987.  The Partnership engaged primarily
in the business of owning, leasing, or otherwise investing in predominately used
transportation  and  related  equipment.  PLM Financial Services, Inc. (FSI) was
the General Partner of the Partnership.  FSI is a wholly owned subsidiary of PLM
International,  Inc.  (PLM  International).

In  December  2002,  FSI  filed a Registration Statement on Form 15-12G with the
Securities and Exchange Commission with respect to a certificate of cancellation
of  PLM Equipment Growth Fund III and the formation of PLM Equipment Growth Fund
III,  Liquidating Trust (the Trust).  The Trust became effective on December 31,
2002.  FSI,  as  Trustee,  owns  a  5%  interest  in  the  Trust.  The Trust was
organized  to liquidate and dissolve all of the remaining assets and liabilities
of  the  Trust.

The  equipment  of the Trust is managed, under a continuing management agreement
by PLM Investment Management, Inc. (IMI), a wholly-owned subsidiary of FSI.  IMI
receives a monthly management fee from the Trust for managing the equipment (see
Note 2).  FSI, in conjunction with its subsidiaries, sells equipment to investor
programs and third parties, manages pools of equipment under agreements with the
investor  programs,  and  is  a  general  partner  of other investment programs.

Transportation  Equipment
-------------------------

Equipment  held  for operating leases is stated at net realizable value less any
costs  to  sell.

Repairs  and  Maintenance
-------------------------

Repair  and  maintenance  costs  for  railcars  and  trailers  are  usually  the
obligation  of  the  Trust.  Maintenance costs for the marine containers are the
obligation  of  the lessee.  Estimated future repairs and maintenance costs have
reduced  the  net fair value of transportation equipment on the statement of net
assets  in  liquidation.

Net  Income  and  Distributions  Per  Beneficial  Unit
------------------------------------------------------

Cash  distributions  are  allocated  95% to the beneficial holders and 5% to the
Trustee.  Special  allocations of income are made to (from) the Trustee equal to
the  deficiency (equity) balance, if any, in the capital account of the Trustee.

Cash  distributions  are  recorded  when  declared.

Cash  and  Cash  Equivalents
----------------------------

The  Trust considers highly liquid investments that are readily convertible into
known  amounts  of cash with original maturities of three months or less as cash
equivalents.

2.     Transactions  with  General  Partner  and  Affiliates
       -----------------------------------------------------

Under  the equipment management agreement, IMI receives a monthly management fee
equal  to  the  greater  of (a) the fees that would be charged by an independent
third  party for similar services for similar equipment or (b) the sum of (i) 5%
of  the  gross  lease  revenues  attributable  to  equipment  that is subject to
operating  leases, (ii) 2% of the gross lease revenues attributable to equipment
that  is  subject  to  full  payout  net leases, and (iii) 7% of the gross lease
revenues  attributable  to  equipment for which IMI provides both management and
additional  services  relating  to the continued and active operation of program
equipment,  such  as  on-going  marketing and re-leasing of equipment, hiring or
arranging  for  the  hiring  of  crew  or operating personnel for equipment, and
similar  services.

<PAGE>
                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS


3.     Transportation  Equipment
       -------------------------

The  components  of  transportation  equipment  as  of  December 31, 2002 are as
follows  (in  thousands  of  dollars):
<TABLE>
<CAPTION>

<S>                <C>
Railcars. . . . .  $7,804
Trailers. . . . .     388
Marine containers      14
                   ------
  Net equipment .  $8,206
                   ======
</TABLE>


Lease  payments  for  railcars  are  based  on  fixed rates.  Lease payments for
trailers  are based on a per-diem lease in the free running interchange with the
railroads.  The  Trust's  marine  containers  are  leased  to  operators  of
utilization-type  leasing  pools  that  include  equipment owned by unaffiliated
parties.  In  such  instances, lease payments received by the Trust consist of a
specified  percentage  of  revenues  generated  by  leasing  the  equipment  to
sublessees,  after  deducting  certain  direct  operating expenses of the pooled
equipment.

As of December 31, 2002, all transportation equipment in the Trust portfolio was
on  lease  except  for  171  railcars,  with an aggregate net fair value of $1.2
million.

Future  minimum  rents  under  noncancelable operating leases as of December 31,
2002  during  each of the next five years are $4.2 million in 2003, $2.5 million
in  2004,  $1.7  million in 2005, $0.7 million in 2006, $0.3 million in 2007 and
$0.6  million thereafter.  While the leases for certain transportation equipment
extend  beyond  the  Trust's  expected dissolution date, the Trustee believes it
will  be  able  to  sell  that transportation equipment subject to those leases.

The  Trustee has entered into a non-binding agreement to sell all of the Trust's
railcars  for an amount that approximates the carrying value in the accompanying
statement  of  net  assets  in  liquidation  (see  Note  9).

4.     Geographic  Information
       -----------------------

The Trust owns certain equipment that is leased and operated internationally.  A
limited  number  of  the  Trust's  transactions  are  denominated  in  a foreign
currency.

The  Trust  leases  its  railcars  and  trailers  to  lessees  domiciled  in two
geographic  regions: the United States and Canada.  Marine containers are leased
to  multiple  lessees  in  different  regions  that  operate  worldwide.

The  net  realizable value of these assets as of December 31, 2002 is as follows
(in  thousands  of  dollars):
<TABLE>
<CAPTION>


Region                    Owned Equipment
------------------------------------------
<S>                       <C>

Canada . . . . . . . . .  $          4,952
United States. . . . . .             3,240
Rest of the world. . . .                14
                          ----------------
    Net realizable value  $          8,206
                          ================
</TABLE>


5.     Concentrations  of  Credit  Risk
       --------------------------------

As  of  December  31,  2002,  the  Trustee believes the Trust had no significant
concentrations  of  credit risk that could have a material adverse effect on the
Trust.

6.     Income  Taxes
       -------------

The  Trust  is not subject to income taxes, as any income or loss is included in
the  tax  returns of the individual  beneficial  interest holders.  Accordingly,
no  provision  for  income  taxes  has  been  made  in  the

<PAGE>
                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)
                          NOTES TO FINANCIAL STATEMENTS

6.     Income  Taxes  (continued)
       -------------

financial  statements  of  the  Trust.

As  of  December  31,  2002,  the  federal  income tax basis was higher than the
financial  statement carrying amount of assets and liabilities by $22.7 million,
primarily  due  to  differences in the carrying value of the owned equipment and
certain  accruals  using  the  liquidation  method  of  accounting,  and the tax
treatment  of  underwriting  commissions  and  syndication  costs.

7.     Contingencies
       -------------

During  2000  and  2001,  the  Partnership,  together with affiliates, initiated
litigation in various official forums in the United States and India against two
defaulting  Indian  airline  lessees  to  repossess  its property and to recover
damages  for  failure  to  pay  rent  and  failure  to maintain such property in
accordance  with  relevant  lease  contracts.  In  response to the Partnership's
collection  efforts,  the  airline  lessees  filed  counter-claims  against  the
Partnership,  one of which was in excess of the Partnership's claims against the
airline.

FSI  believes  that the airline's counterclaims are completely without merit and
will  vigorously  defend  against  such  counterclaims.

During  2001,  an  arbitration hearing was held between one India lessee and the
Partnership  and  the  arbitration panel issued an award to the Partnership. The
Partnership  initiated  proceedings in India to collect on the arbitration award
and  has  recently  been  approached again by the lessee to discuss a negotiated
settlement  of  the  Partnership's collection action.  The arbitration award was
not  accrued  for  in  the  December  31,  2002 financial statements because the
likelihood  of  collection  of the award is remote.  FSI will continue to try to
collect  the  full  amount  of  the  settlement.

During 2001, FSI decided to minimize its collection efforts from the other India
lessee  in  order  to  save  the  Partnership from incurring additional expenses
associated  with trying to collect from a lessee that has no apparent ability to
pay.

All  matters  of  litigation  of  which  the  Partnership was involved have been
assumed  by  the  Trust.

The  Trust  is involved as plaintiff or defendant in various other legal actions
incidental  to  its  business.  The  Trustee  does not believe that any of these
actions  will be material to the financial condition or results of operations of
the  Trust.

8.     Liquidation  of  Trust
       ----------------------

The  Trustee  is  actively  marketing the remaining equipment portfolio with the
intent of maximizing sale proceeds.  As sales proceeds are received, the Trustee
intends to periodically declare distributions to distribute the sale proceeds to
the beneficial interest holders.  During the liquidation phase of the Trust, the
equipment  will  continue  to  be leased under operating leases until sold.  The
amounts  reflected for assets and liabilities of the Trust have been adjusted to
reflect  liquidation values.  The transportation equipment portfolio is reported
at  the  net realizable value less any disposal costs.  Any excess proceeds over
expected  Trust  obligations  will  be  distributed  to  the beneficial interest
holders  throughout  the  liquidation  period.  The  Trust  is  scheduled  to be
dissolved  by December 31, 2004, although that date may be extended.  Upon final
liquidation,  the  Trust  will  be  dissolved.

9.     Subsequent  Event
       -----------------

In  March  2003, the Trustee entered into a non-binding agreement to sell all of
the  Trust's  railcars  for  $6.7  million plus 50% of all the residual proceeds
after  the buyer has received a 12% return on its investment.  The buyer has the
option  to  purchase  the  right to the Trust's residual sales proceeds for $1.5
million  prior  to  December  31,  2003.  Estimated  transaction  costs  are
approximately  $0.4 million.  This transaction is expected to close in the first
half  of  2003.

<PAGE>


                PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
                                    (A TRUST)

                                INDEX OF EXHIBITS


<TABLE>
<CAPTION>


Exhibit                                                                       Page
-------                                                                       ----
<S>                                                                         <C>

4.     Plan of Dissolution and Liquidation dated December 31, 2002 between
       PLM Equipment Growth Fund III and PLM Financial Services, Inc.        25-27


4.1    Liquidating Trust Agreement dated December 31, 2002 by and between
       PLM Equipment Growth Fund III as grantor and PLM Financial Services,
       Inc. as the Trustee for PLM Equipment Growth Fund III, Liquidating
       Trust                                                                 28-60


4.2    Bill of Sale Assignment and Assumption Agreement entered into as
       of December 31, 2002 by and among PLM Equipment Growth Fund III and
       PLM Financial Services, Inc. as the Trustee for PLM Equipment
       Growth Fund III, Liquidating Trust.                                   61-63

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

</TABLE>






























*  Incorporated  by  reference.  See  page  11  of  this  report.