SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K


(Mark One)

[X]  Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
     Act of 1934 for the fiscal year ended December 31, 2003

[ ]  Transition report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

                         Commission file number 33-44158


                     Capital Preferred Yield Fund-III, L.P.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

         Delaware                                        84-1248907
(State of organization)                  (I.R.S. Employer Identification Number)

7901 Southpark Plaza, Ste. 107, Littleton, CO              80120
 (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (303) 268-6550

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None


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 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. [ ]

     State the aggregate market value of the voting stock held by non-affiliates
of the registrant. Not applicable.


                        Exhibit Index Appears on Page 36

                               Page 1 of 41 Pages
<PAGE>
Item 1. Business
        --------

Capital Preferred Yield Fund-III, L.P., a Delaware limited partnership (the
"Partnership"), was organized on November 2, 1993 and is engaged in the business
of owning and leasing equipment. CAI Equipment Leasing IV Corp. ("CAIEL-IV"), a
Colorado corporation, is the general partner of the Partnership. CAIEL-IV was a
wholly owned subsidiary of Capital Associates, Inc. ("CAI") until September 12,
2000, the date it was purchased in its entirety by Mishawaka Leasing Company,
Inc. ("MLC"). CAI discontinued its operations on December 15, 2000 and filed
Chapter 11 Bankruptcy on October 15, 2001.

Capital Associates International, Inc. ("CAII"), a wholly owned subsidiary of
CAI, was the Class B limited partner of the Partnership prior to September 12,
2000. In exchange for its Class B limited partner interest, CAII contributed
$500,000 (i.e., $10,000 for each $1,000,000 contribution to the Partnership made
by the Class A limited partners) to the Partnership making it the largest single
investor in the Partnership. The contributions of CAII were made simultaneously
with the purchase of equipment by the Partnership. MLC became the Class B
limited partner as of September 12, 2000.

The Partnership's overall investment objectives are to (i) raise the maximum
allowable capital from investors for investment in accordance with the
Partnership's investment objectives described in the Prospectus; (ii) invest
such capital and related indebtedness in a diversified portfolio of equipment
subject to leases to creditworthy businesses with terms ranging from two to
seven years; (iii) if funds are available for distribution, make monthly cash
distributions to the Class A and Class B limited partners during the
reinvestment period (a period that ended approximately June 30, 2000); (iv)
re-invest all available undistributed cash from operations and cash from sales
in additional equipment during the reinvestment period to increase the
Partnership's portfolio of revenue-generating equipment, provided that suitable
equipment can be identified and acquired; and (v) sell or otherwise dispose of
the Partnership's equipment and other assets in an orderly manner during the
liquidation period (within approximately four years of the end of the
reinvestment period) and promptly distribute cash from sales thereof to the
partners.

Since its formation, the Partnership acquired equipment of various types under
lease to third parties on short-term leases (generally five years or less). All
of the equipment was purchased by CAII directly from manufacturers or from other
independent third parties and sold to the Partnership. The equipment is
generally comprised of material handling equipment, computer and peripheral
equipment, industrial equipment, and telecommunications equipment, among others.
The Partnership entered its liquidation period, as defined in the Partnership
Agreement, in July 2000. During the liquidation period, purchases of equipment
ceased (other than for prior commitments and equipment upgrades). The
Partnership is required to dissolve and distribute all of its assets no later
than December 31, 2011. However, the general partner anticipates that all
equipment will be sold and the Partnership liquidated prior to that date.

The Partnership may assign the rentals from leases to financial institutions, or
acquire leases subject to such assignments, at fixed interest rates on a
nonrecourse basis. The proceeds of this nonrecourse debt financing were utilized
to finance the purchase of equipment under lease or to invest in additional
equipment under lease. In the event of default by a lessee, the financial
institution has a first lien on the underlying leased equipment with no further
recourse against the Partnership. Cash proceeds from such financings, or
financings assumed in the acquisition of leases, are recorded on the balance
sheet as discounted lease rentals. As lessees make payments to financial
institutions, leasing revenue and interest expense are recorded.

                                       2
<PAGE>
Item 1. Business, continued
        --------

The Partnership leases equipment to investment grade lessees in diverse
industries including the financial services, retail, telecommunications, energy
and manufacturing industries. The majority of the Partnership's total equipment
under lease was leased to investment grade lessees. Pursuant to the Partnership
Agreement, an investment grade lessee is a company (i) with a net worth in
excess of $100,000,000 (and no debt issues that are rated); or (ii) with a
credit rating of not less than Baa as determined by Moody's Investor Services,
Inc. or comparable credit rating, as determined by another recognized credit
rating service; or (iii) a lessee, all of whose lease payments have been
unconditionally guaranteed or supported by a letter of credit issued by a
company meeting one of the above requirements. The Partnership limits its credit
risk through selective use of nonrecourse debt financing of future lease
rentals, as described above.

The Partnership only acquires equipment that is on lease at the time of
acquisition. After the initial term of its lease, each item of equipment is
expected to provide additional investment income from its re-lease or sale. Upon
expiration of the initial lease, the Partnership attempts to re-lease or sell
the equipment to the existing lessee. If a re-lease or sale to the lessee cannot
be negotiated, the Partnership will attempt to lease or sell the equipment to a
third party.

The Partnership's business is not subject to seasonal variations.

The ultimate rate of return on leases depends, in part, on the general level of
interest rates at the time the leases are originated as well as future equipment
values and on-going lessee creditworthiness. Because leasing is an alternative
to financing equipment purchases with debt, lease rates tend to rise and fall
with interest rates (although lease rate movements generally lag interest rate
changes in the capital markets). The amount of future distributions to the
partners will depend, in part, on future interest rates.

The Partnership has no employees. Prior to September 12, 2000, the general
partner relied upon the services of CAII for origination of leases,
administrative and accounting services, and remarketing of leases and equipment,
among other services related to the Partnership's assets. From September 12,
2000 on, the general partner has contracted with MLC to provide the above
services. Many of the management and administrative personnel of MLC formerly
worked for CAII and serviced the Partnership's leases. The general partner is
entitled to receive certain fees and expense reimbursements in connection with
the performance of these services and is responsible for paying MLC. See Item 10
of this Report, "Directors and Executive Officers of the Partnership" and Item
13 of this Report, "Certain Relationships and Related Transactions".

The Partnership competes in the leasing marketplace as a lessor with a
significant number of other companies, including equipment manufacturers,
leasing companies and financial institutions. The Partnership competes mainly on
the basis of the expertise of its general partner in remarketing equipment,
terms offered in its transactions, pricing and service. Although the Partnership
does not account for a significant percentage of the leasing market, the general
partner believes that the Partnership's marketing strategies, financing
capabilities, and remarketing expertise enable it to compete effectively in the
equipment leasing and remarketing markets.

The Partnership leases equipment to thirty nine lessees. General Motors
Corporation accounted for approximately 28% and E-Trade Group for 17% of total
revenue during 2003. These same two lessees accounted for approximately 23% and
15%, respectively, of total revenue during 2002.

                                       3
<PAGE>
Item 2. Properties
        ----------

Per the Partnership Agreement, the Partnership does not own or lease any
physical properties other than the equipment discussed in Item 1 of this Report,
"Business."

Item 3. Legal Proceedings
        -----------------

Neither the Partnership nor any of the Partnership's equipment is the subject of
any material pending legal proceedings.

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

No matters were submitted to a vote of the limited partners of the Partnership,
through the solicitation of proxies or otherwise, during the fourth quarter
ended December 31, 2003.

Item 5. Market for the Partnership's Common Equity and Related Stockholder
        ------------------------------------------------------------------
        Matters
        -------

(a)     The Partnership's Class A limited partner units, Class B limited partner
        interest and general partner interest are not publicly traded. There is
        no established public trading market for such units and interests and
        none is expected to develop.

(b)     At December 31, 2003, there were 2,834 Class A limited partners.

(c)     Distributions
        -------------

        During 2003, the Partnership made twelve (12) distributions (a portion
        of which constituted a return of capital) to Class A limited partners as
        follows:


                                           Distributions Per
                                           $100 Investment
     For the                Payment         (computed on             Total
  Period Ended            Made During      weighted average)     Distributions
  ------------            -----------      -----------------     -------------

December 31, 2002       January 2003          $  0.733           $  359,907
January 31, 2003        February 2003            0.805              395,381
February 28, 2003       March 2003               1.238              607,899
March 31, 2003          April 2003               0.571              280,255
April 30, 2003          May 2003                 0.631              309,880
May 31, 2003            June 2003                0.509              250,079
June 30, 2003           July 2003                1.564              768,126
July 31, 2003           August 2003              0.846              415,150
August 31, 2003         September 2003           0.594              291,594
September 30, 2003      October 2003             0.089               43,676
October 31, 2003        November 2003            0.769              377,589
November 30, 2003       December 2003            0.411              201,941
                                                 -----              -------
                                             $    8.76           $4,301,477
                                             =========           ==========

                                       4
<PAGE>
Item 5. Market for the Partnership's Common Equity and Related Stockholder
        ------------------------------------------------------------------
        Matters, continued
        -------

(c)     Distributions, continued
        -------------

        Distributions may be characterized for tax, accounting and economic
        purposes as a return of capital, a return on capital or a portion of
        both. The portion of each cash distribution by a partnership which
        exceeds its net income for the fiscal period may be deemed a return of
        capital for accounting purposes. However, the total percentage of a
        leasing partnership's return on capital over its life can only be
        determined after all residual cash flows (which include proceeds from
        the re-leasing and sale of equipment) have been realized at the
        termination of the Partnership.

        Distributions for the month ended December 31, 2003, totaling $203,164,
        were paid to the Class A limited partners in January, 2004.
        Distributions to the general partner and Class B limited partner during
        2003 are discussed in Item 13 of this Report, "Certain Relationships and
        Related Transactions."

        The general partner believes that the Partnership will generate
        sufficient cash flows from operations during 2004, to (1) meet current
        operating requirements, and (2) make cash distributions to the Class A
        limited partners in accordance with the Partnership Agreement.
        Distributions during the liquidation period will be based upon cash
        availability and will vary. All distributions are expected to be a
        return of capital for economic and accounting purposes.

        During 2002, the Partnership made twelve (12) distributions (a portion
        of which constituted a return of capital) to Class A limited partners as
        follows:

                                             Distributions Per
                                              $100 Investment
       For the              Payment            (computed on            Total
    Period Ended          Made During        weighted average)     Distributions
    ------------          -----------        -----------------     -------------

 December 31, 2001        January 2002         $  1.584            $  777,897
 January 31, 2002         February 2002           1.491               731,955
 February 28, 2002        March 2002              1.440               707,246
 March 31, 2002           April 2002              0.884               434,119
 April 30, 2002           May 2002                1.275               626,201
 May 31, 2002             June 2002               1.883               924,684
 June 30, 2002            July 2002               1.165               571,915
 July 31, 2002            August 2002             1.501               736,897
 August 31, 2002          September 2002          0.863               423,954
 September 30, 2002       October 2002            0.826               405,360
 October 31, 2002         November 2002           1.351               663,508
 November 30, 2002        December 2002           0.637               312,846
                                                  -----               -------
                                               $  14.90            $7,316,582
                                               ========            ==========

                                       5
<PAGE>
Item 5. Market for the Partnership's Common Equity and Related Stockholder
        ------------------------------------------------------------------
        Matters, continued
        -------

(c)     Distributions, continued
        -------------

The following represents annual and cumulative distributions per Class A limited
partner unit, as described in note 1 to Notes to Consolidated Financial
Statements.

                               Distribution Amount            Distribution %
                               per $100 Class A              per $100 Class A
                              Limited Partner Unit         Limited Partner Unit
          Payment               (computed on                   (computed on
        Made During            weighted average)          weighted average) (1)
        -----------            -----------------          ---------------------

          1994                   $   5.25                          10.5%
          1995                      10.50                          10.5%
          1996                      10.50                          10.5%
          1997                      10.50                          10.5%
          1998                      10.50                          10.5%
          1999                      10.50                          10.5%
          2000                      16.06                          16.1%
          2001                      16.55                          16.5%
          2002                      14.90                          14.9%
          2003                       8.76                           8.8%
                                   ------
                                $  114.02
                                =========

(1)     Cumulative distributions, as described in note 1 to Notes to
        Consolidated Financial Statements, began July 1994.

Item 6. Selected Financial Data
        -----------------------

The following selected financial data relates to the years ended December 31,
2003 through 1999. The data should be read in conjunction with Item 7,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the financial statements and notes thereto appearing with Item 8
herein.

<TABLE>
<CAPTION>
                                                                            Years Ended December 31,
                                                                            ------------------------
                                                       2003           2002          2001            2000            1999
                                                       ----           ----          ----            ----            ----

<S>                                              <C>            <C>            <C>             <C>             <C>
Total revenue                                    $  4,951,076   $  8,339,368   $ 11,421,913    $ 15,392,908    $ 17,896,120
Net income (loss)                                     740,420      1,070,697       (366,977)        473,136       2,200,668
Net income (loss) per weighted average Class A
  limited partner unit outstanding                       1.41           2.02          (0.91)           0.79            4.32
Total assets                                        5,634,280     11,199,226     20,677,301      32,441,172      42,103,741
Discounted lease rentals                              842,983      2,526,644      4,985,065       8,686,491       9,257,171
Distributions declared to partners                  4,186,599      7,003,451      8,405,024       8,208,014       5,271,238
Distributions declared per weighted average
  Class A limited partner unit outstanding              08.44          14.05          16.88           16.44           10.50
</TABLE>

                                       6
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operation
        ------------

I.   Results of Operations
     ---------------------

Critical Accounting Policies

The Partnership's accounting for leases falls under guidelines that have been
substantially unchanged since at least 1975. For operating leases, revenue is
recorded on a straight-line basis over the lease term, and depreciation is
recorded on a straight-line basis over the lease term to an amount equal to the
estimated residual value at the lease termination date. For direct finance
leases, revenue and amortization to the estimated residual value at the lease
termination date are recorded using the interest method (i.e. similar to
amortization of a home mortgage).

For both types of leases, two critical assumptions include the probability of
future contractual rent collections and an estimate of future residual value.
The general partner must make judgments when evaluating both of these
assumptions before entering into a lease.

Additionally, the general partner performs quarterly assessments of the carrying
value of its assets, including future contractual rent collections and an
estimate of future residual value. Recovery of an asset is measured by a
comparison of the carrying amount of the asset to future net cash flows expected
to be generated by the asset. When estimating future contractual rent
collections, the general partner considers the then current credit quality of
the lessee. When estimating future residuals, the general partner considers all
relevant facts regarding the equipment and the lessee, including, for example,
the likelihood that the lessee will re-lease or purchase the equipment. If an
impairment loss is indicated, the loss recognized in the quarter is measured by
the amount the carrying value of an asset exceeds its estimated future net
discounted cash flows.

On a per lease basis, future reported results could differ considerably from
expected results as conditions arise that significantly affect these two
critical assumptions. However, the general partner believes that on a portfolio
basis, the likelihood of materially different reported results is minimized (but
not removed entirely) because in the normal course of business the Partnership
a) assigns certain future rents on a nonrecourse basis to financial institutions
for an up front cash payment and b) attempts to keep the Partnership's portfolio
diversified as to lessee and equipment type concentrations. Should the
contractual rents not be collected or estimated future residual values not be
realized, operating results would be directly impacted.

                                       7
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations, continued
        -------------

Operating Results

Presented below are schedules (prepared solely to facilitate the discussion of
results of operations that follows) showing condensed categories and analyses of
changes in those condensed categories derived from the Statements of Operations:

<TABLE>
<CAPTION>
                                        Years Ended December 31,                     Years Ended December 31,
                                        ------------------------                     ------------------------
                                  2003           2002          Change          2002           2001          Change
                                  ----           ----          ------          ----           ----          ------
<S>                          <C>            <C>            <C>            <C>            <C>            <C>
Leasing margin               $ 1,440,864    $ 2,071,620    $  (630,756)   $ 2,071,620    $ 1,857,241    $   214,379
Equipment sales margin           483,302        394,470         88,832        394,470        427,592        (33,122)
Interest income                    6,566         20,849        (14,283)        20,849         54,127        (33,278)
Management fees paid to
    general partner             (101,662)      (176,799)        75,137       (176,799)      (245,156)        68,357
Direct services from
    general partner             (246,134)      (265,908)        19,774       (265,908)      (216,350)       (49,558)
General and administrative      (524,766)      (453,035)       (71,731)      (453,035)      (628,681)       175,646
Provision for losses            (317,750)      (520,500)       202,750       (520,500)    (1,615,750)     1,095,250
                             -----------    -----------    -----------    -----------    -----------    -----------
  Net income (loss)          $   740,420    $ 1,070,697    $  (330,277)   $ 1,070,697    $  (366,977)   $ 1,437,674
                             ===========    ===========    ===========    ===========    ===========    ===========
</TABLE>

The Partnership is in its liquidation period, as defined in the Partnership
Agreement, and is not purchasing additional equipment. Furthermore, initial
leases are expiring, and the amount of equipment being remarketed (i.e.,
re-leased or sold) is generally decreasing. As a result, both the size of the
Partnership's leasing portfolio and the amount of total revenue are decreasing
("portfolio runoff").

Leasing Margin

Leasing margin consists of the following:

<TABLE>
<CAPTION>
                                                           Years Ended December 31,
                                               ---------------------------------------------
                                                     2003            2002            2001
                                                     ----            ----            ----
<S>                                            <C>             <C>              <C>
Operating lease rentals                        $  4,311,974    $  7,681,545     $ 10,545,224
Direct finance lease income                         149,234         242,504          394,970
Depreciation                                     (2,882,035)     (5,540,977)      (8,531,511)
Interest expense on discounted lease rentals       (138,309)       (311,452)        (551,442)
                                               ------------    ------------     ------------
  Leasing margin                               $  1,440,864    $  2,071,620     $  1,857,241
                                               ============    ============     ============

Leasing margin ratio                                   32 %              26%              17%
                                                       ==                ==               ==
</TABLE>

All components of leasing margin decreased due to portfolio runoff.

Leasing margin and leasing margin ratio vary due to changes in the portfolio
including, among other things, the mix of operating leases versus direct finance
leases, the average maturity of operating leases in the portfolio, the
percentage of leases in the portfolio that have entered their remarketing stage,
and the amount of discounted lease rentals financing the portfolio. Leasing
margin decreased due to portfolio runoff, and leasing margin ratio increased
primarily due to increases in a) the percentage of leases in the portfolio that
have entered their remarketing stage, and b) the average maturity of operating
leases in the portfolio. Leasing margin and leasing margin ratio are generally

                                       8
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations, continued
        -------------

higher as leases enter their remarketing stage because typically the rate of
return on remarketed leases is higher. Leasing margin ratio for a direct finance
lease is fixed as the lease matures. However, leasing margin and leasing margin
ratio for an operating lease financed with discounted lease rentals increase as
the lease matures since rents and depreciation are typically fixed while
interest expense declines as the related discounted lease rentals principal is
repaid.

The ultimate rate of return on leases depends, in part, on interest rates at the
time the leases are originated, as well as future equipment values and on-going
lessee creditworthiness. Because leasing is an alternative to financing
equipment purchases with debt, lease rates tend to rise and fall with interest
rates (although lease rate movements generally lag interest rate changes in the
capital markets).

Equipment Sales Margin

Equipment sales margin from remarketing consists of the following:

                                   Years Ended December 31,
                          -----------------------------------------
                              2003           2002           2001
                              ----           ----           ----
Equipment sales revenue   $ 1,540,794    $ 1,544,768    $ 1,889,127
Cost of equipment sales    (1,057,492)    (1,150,298)    (1,461,535)
                           ----------     ----------     ----------
Equipment sales margin    $   483,302    $   394,470    $   427,592
                          ===========    ===========    ===========

Equipment sales margin fluctuates based on the composition of equipment
available for sale. Currently, the Partnership is in its liquidation period (as
defined in the Partnership Agreement). Initial leases are expiring and the
equipment is either re-leased or sold to the lessee or a third party. Equipment
sales margin varies with the number and dollar amount of equipment leases that
mature in a particular period and the current market for specific equipment and
residual value estimates.

Interest Income

Interest income varies due to (1) the amount of cash available for investment
(pending distribution or equipment purchases) and (2) the interest rate on such
invested cash.

Expenses

Management fees paid to the general partner are earned on gross rents received
and will fluctuate due to variances in cash flow and the size of the
Partnership's portfolio. Management fees paid to the general partner decreased
due to portfolio run-off.

Direct services from the general partner decreased in 2003 compared to 2002
primarily due to portfolio runoff. There are fewer leases which, therefore,
require less time for asset management services. Direct services from the
general partner increased in 2002 compared to 2001 primarily due to increased
costs related to management's efforts to collect receivables owed to the
Partnership.

General and administrative expenses were higher in 2003 compared to 2002
primarily due to an upgrade in computer hardware and software and the associated
consulting expenses for its set up as well as a sharp increase in Directors and
Officer's insurance premium. General and administrative expenses were higher in

                                       9
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations, continued
        -------------

2001 compared to 2002 because 2001 included charges for software and computer
equipment and charges for data processing and a computer conversion.

Provision for losses

The realization of greater than the carrying value of equipment (which occurs
when the equipment is remarketed subsequent to initial lease termination) is
reported as equipment sales margin (if the equipment is sold) or leasing margin
(if the equipment is re-leased). The realization of less than the carrying value
of equipment is recorded as provision for losses.

Residual values are established equal to the estimated value to be received from
the equipment following termination of the lease. In estimating such values, the
Partnership considers all relevant facts regarding the equipment and the lessee,
including, for example, the likelihood that the lessee will re-lease or purchase
the equipment. The nature of the Partnership's leasing activities is such that
it has credit exposure and residual value exposure and will incur losses from
those exposures in the ordinary course of business. The Partnership performs
quarterly assessments of the estimated residual value of its assets to identify
any other-than-temporary losses in value that, if any, are also recorded as
provision for losses.

The provision for losses recorded during 2003 related to the following:
o    $169,000 related to the estimated decline in residual value of various
     equipment returned to the Partnership at lease maturity.
o    $248,750 recognized for losses incurred on equipment sold subsequent to
     lease maturity.
o    ($100,000) to adjust the reserve for uncollectible accounts

The provision for losses recorded during 2002 related to the following:
o    $256,000 related to the estimated decline in residual value of various
     equipment returned to the Partnership at lease maturity.
o    $264,500 recognized for losses incurred on equipment sold subsequent to
     lease maturity.

The provision for losses recorded during 2001 related to the following:
o    $109,960 related to the estimated decline in residual value of computer
     equipment returned to the Partnership at lease maturity.
o    $678,076 was recognized as a fair market value write-down of certain
     transportation and industrial equipment, computer, furniture, fixtures and
     equipment.
o    $527,714 was recorded due to the decline in the realizable values of leased
     furniture, fixtures, semiconductor and other equipment.
o    $300,000 for estimated uncollectible accounts receivable. The reserve was
     recorded due to the uncertainty of collection.

II.     Liquidity and Capital Resources
        -------------------------------

The Partnership is in its liquidation period, as defined in the Partnership
Agreement. The Partnership is not purchasing additional equipment and initial
leases are expiring. As a result, both the size of the Partnership's lease
portfolio and the amount of leasing revenue are declining.

                                       10
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations, continued
        -------------

The Partnership funds its operating activities principally with cash from rents
and sales of off-lease equipment. Available cash and cash reserves of the
Partnership are invested in short-term government securities pending
distribution to the partners.

During July 2000, the Partnership entered its liquidation period, as defined in
the Partnership Agreement. Consequently, material purchases of equipment subject
to leases have ceased.

During 2003, 2002 and 2001, the Partnership declared distributions to the Class
A limited partners of $4,144,734, $6,898,416 and $8,285,974, respectively, of
which $203,164 was paid during January 2004. A substantial portion of such
distributions are expected to constitute a return of capital. Distributions may
be characterized for tax, accounting and economic purposes as a return of
capital, a return on capital or a portion of both. The portion of each cash
distribution by a partnership that exceeds its net income for the fiscal period
may be deemed a return of capital for accounting purposes. However, the total
percentage of a partnership's return on capital over its life can only be
determined after all residual cash flows (which include proceeds from the
re-leasing and sale of equipment) have been realized at the termination of the
Partnership.

The general partner believes that the Partnership will generate sufficient cash
flows from operations during 2004 to (1) meet current operating requirements,
and (2) make cash distributions to the Class A limited partners in accordance
with the Partnership Agreement. Distributions during the liquidation period will
be based upon cash availability and will vary. All distributions are expected to
be a return of capital for economic and accounting purposes.

III.     New Accounting Pronouncements
         -----------------------------

In April 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 145 ("SFAS 145"), "Rescission of
FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and
Technical Corrections". SFAS 145 updates, clarifies and simplifies existing
accounting pronouncements. SFAS 145 rescinds Statement 4, which required all
gains and losses from extinguishments of debt to be aggregated and, if material,
classified as an extraordinary item, net of related income tax effect. As a
result, the criteria in APB Opinion 30 will now be used to classify those gains
and losses. Statement 64 amended Statement 4, and is no longer necessary because
Statement 4 has been rescinded. Statement 44 was issued to establish accounting
requirements for the effects of transition to the provisions of the Motor
Carrier Act of 1980. Because the transition has been completed, Statement 44 is
no longer necessary. SFAS 145 amends Statement 13 to require that certain lease
modifications that have economic effects similar to sale-leaseback transactions
be accounted for in the same manner as sale-leaseback transactions. This
amendment is consistent with the FASB's goal of requiring similar accounting
treatment for transactions that have similar economic effects. SFAS 145 also
makes technical corrections to existing pronouncements. The adoption of SFAS 145
did not have a material impact on the Partnership's financial position, results
of operations or cash flows.

In June 2002, the FASB issued Statement of Financial Accounting Standards No.
146 ("SFAS 146"), "Accounting for Costs Associated With Exit or Disposal
Activities." SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities, and nullifies Emerging Issues Task
Force Issue No. 94-3 (EITF 94-3"), "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity (including Certain
Costs Incurred in a Restructuring)". SFAS 146 requires recognition of a
liability for a cost associated with an exit or disposal activity when the
liability is incurred, as opposed to being recognized at the date an entity
commits to an exit plan under EITF 94-3. SFAS 146 also establishes that fair

                                       11
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations, continued
        -------------

value is the objective for initial measurement of the liability. SFAS 146 is
effective for exit or disposal activities that are initiated after December 31,
2002, with earlier application encouraged. The adoption of SFAS 146 did not have
a material impact on the Partnership's financial position, results of operations
or cash flows.

                                       12
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
        -----------------------------------------------------------------------
        of Operations, continued
        -------------

IV. "Safe Harbor" Statement Under the Private Securities Litigation Reform Act
    --------------------------------------------------------------------------
    of 1995
    -------

The statements contained in this report which are not historical facts may be
deemed to contain forward-looking statements with respect to events, the
occurrence of which involve risks and uncertainties, and are subject to factors
that could cause actual future results to differ both adversely and materially
from currently anticipated results, including, without limitation; the level of
lease originations; realization of residual values; customer credit risk;
competition from other lessors, specialty finance lenders or banks; and the
availability and cost of financing sources. Certain specific risks associated
with particular aspects of the Partnership's business are discussed in detail
throughout Parts I and II when and where applicable.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
         ----------------------------------------------------------

The Partnership's leases with equipment users are non-cancelable and have lease
rates which are fixed at lease inception. The Partnership finances its leases,
in part, with discounted lease rentals at a fixed debt rate. The Partnership's
other assets and liabilities are also at fixed rates. Consequently, the
Partnership has limited interest rate risk or other market risk exposure.

                                       13
<PAGE>
Item 8.  Financial Statements and Supplementary Data
         -------------------------------------------

         Index to Financial Statements and
         Financial Statement Schedule

                                                                            Page
                                                                          Number
                                                                          ------
         Financial Statements
         --------------------

            Independent Auditors' Report                                    15

            Balance Sheets at December 31, 2003 and 2002                    16

            Statements of Operations for the years ended
              December 31, 2003, 2002 and 2001                              17

            Statements of Partners' Capital for the years ended
              December 31, 2003, 2002 and 2001                              18

            Statements of Cash Flows for the years ended
              December 31, 2003, 2002 and 2001                           19-20

            Notes to Financial Statements                                21-30



         Financial Statement Schedule
         ----------------------------

            Independent Auditors' Report on Schedule                       31

            Schedule II - Valuation and Qualifying Accounts                32

                                       14

<PAGE>


                          Independent Auditor's Report
                          ----------------------------




The Partners
Capital Preferred Yield Fund-III, L.P.:

We have audited the accompanying balance sheets of Capital Preferred Yield
Fund-III, L.P. as of December 31, 2003 and 2002, and the related statements of
operations, partners' capital, and cash flows for each of the years in the
three-year period ended December 31, 2003. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits 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
statements. 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 audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Capital Preferred Yield
Fund-III, L.P. as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for each of the years in the three-year period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America.

                                             /s/KPMG LLP
                                             -----------
                                             KPMG LLP

Denver, Colorado
March 2, 2004


                                       15
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                                 BALANCE SHEETS
                           December 31, 2003 and 2002

                                     ASSETS
<TABLE>
<CAPTION>
                                                                 2003          2002
                                                                 ----          ----
<S>                                                         <C>           <C>
Cash and cash equivalents                                   $   704,176   $ 1,229,412
Accounts receivable, net of allowance for losses
    of $28,074 in 2003 and $139,250 in 2002                      45,210       158,424
Equipment held for sale                                          54,503        51,730
Net investment in direct finance leases                         687,733     1,368,607
Leased equipment, net                                         4,142,658     8,391,053
                                                            -----------   -----------

    Total assets                                            $ 5,634,280   $11,199,226
                                                            ===========   ===========

                       LIABILITIES AND PARTNERS' CAPITAL

Liabilities:
    Accounts payable and accrued liabilities                $   866,382   $ 1,076,491
    Payables to affiliates                                       67,264        48,510
    Rents received in advance                                    23,341       108,771
    Distributions payable to partners                           205,030       363,351
    Discounted lease rentals                                    842,983     2,526,644
                                                            -----------   -----------

    Total liabilities                                         2,005,000     4,123,767
                                                            -----------   -----------

Partners' capital:
    General partner                                                --            --
    Limited partners:
          Class A 500,000 units authorized; 491,016 units
             issued and outstanding in 2003 and 2002          3,358,345     6,811,509
          Class B                                               270,935       263,950
                                                            -----------   -----------

                  Total partners' capital                     3,629,280     7,075,459
                                                            -----------   -----------

                  Total liabilities and partners' capital   $ 5,634,280   $11,199,226
                                                            ===========   ===========
</TABLE>

                 See accompanying notes to financial statements.

                                       16
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                            STATEMENTS OF OPERATIONS
              For the Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                              2003           2002            2001
                                                              ----           ----            ----
<S>                                                      <C>            <C>             <C>
Revenue:
    Operating lease rentals                              $  4,311,974   $  7,681,545    $ 10,545,224
    Direct finance lease income                               149,234        242,504         394,970
    Equipment sales margin                                    483,302        394,470         427,592
    Interest income                                             6,566         20,849          54,127
                                                         ------------   ------------    ------------

          Total revenue                                     4,951,076      8,339,368      11,421,913
                                                         ------------   ------------    ------------

Expenses:
    Depreciation                                            2,882,035      5,540,977       8,531,511
    Management fees paid to general partner                   101,662        176,799         245,156
    Direct services from general partner                      246,134        265,908         216,350
    General and administrative                                524,766        453,035         628,681
    Interest on discounted lease rentals                      138,309        311,452         551,442
    Provision for losses                                      317,750        520,500       1,615,750
                                                         ------------   ------------    ------------

             Total expenses                                 4,210,656      7,268,671      11,788,890
                                                         ------------   ------------    ------------

Net income (loss)                                        $    740,420   $  1,070,697    $   (366,977)
                                                         ============   ============    ============

Net income (loss) allocated:
    To the general partner                               $     41,865   $     70,035    $     84,050
    To the Class A limited partners                           691,570        990,655        (446,516)
    To the Class B limited partner                              6,985         10,007          (4,511)
                                                         ------------   ------------    ------------

                                                         $    740,420   $  1,070,697    $   (366,977)
                                                         ============   ============    ============

Net income (loss) per weighted average Class A limited
    partner unit outstanding                             $       1.41   $       2.02    $      (0.91)
                                                         ============   ============    ============

Weighted average Class A limited partner
    units outstanding                                         491,016        491,016         491,016
                                                         ============   ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                       17
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.
                         STATEMENTS OF PARTNERS' CAPITAL
              For the Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                      Class A
                                                      Limited      Class A        Class B
                                         General      Partner      Limited        Limited
                                         Partner      Units        Partners       Partner         Total
                                         -------      -------      --------       -------         -----
<S>                                    <C>            <C>       <C>             <C>             <C>
Partners' capital, January 1, 2001     $    --        491,016   $ 21,451,760    $  328,454    $ 21,780,214

Net income (loss)                         84,050         --         (446,516)       (4,511)       (366,977)
Distributions declared to partners       (84,050)        --       (8,285,974)      (35,000)     (8,405,024)
                                       ---------      -------   ------------    ----------    ------------

Partners' capital, December 31, 2001        --        491,016     12,719,270       288,943      13,008,213

Net income                                70,035         --          990,655        10,007       1,070,697
Distributions declared to partners       (70,035)        --       (6,898,416)      (35,000)     (7,003,451)
                                       ---------      -------   ------------    ----------    ------------

Partners' capital, December 31, 2002        --        491,016      6,811,509       263,950       7,075,459

Net income                                41,865         --          691,570         6,985         740,420
Distributions declared to partners       (41,865)        --       (4,144,734)      (   -  )      4,186,599)
                                       ---------      -------   ------------    ----------    ------------
Partners' capital, December 31, 2003   $    --        491,016      3,358,345       270,935       3,629,280
                                       =========      =======   ============    ===========   ============
</TABLE>

                 See accompanying notes to financial statements.

                                       18
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.
                          STATEMENTS OF CASH FLOWS For
                the Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>
                                                                     2003            2002            2001
                                                                     ----            ----            ----
<S>                                                             <C>             <C>             <C>
Cash flows from operating activities:
    Net income (loss)                                           $    740,420    $  1,070,697    $   (366,977)
    Adjustments to reconcile net income (loss) to net cash
      provided by operating activities:
      Depreciation                                                 2,882,035       5,540,977       8,561,511
      Provision for losses                                           317,750         520,500       1,615,750
      Proceeds, net of gains on equipment sales                      944,482       1,150,298       1,461,535
      Recovery of investment in direct finance leases                688,376         793,508         915,388
      Other                                                           (6,146)           --              --

      Changes in assets and liabilities:
          (Increase) decrease in accounts receivable, net            213,214       1,098,616        (686,625)
          Increase (decrease) in accounts payable and accrued
               liabilities                                          (210,109)       (728,550)        786,863
          Increase (decrease) in payables to affiliates               18,754            (296)       (145,950)
          Increase (decrease) in rents received in advance           (85,430)         68,566         (68,546)
                                                                ------------    ------------    ------------
Net cash provided by operating activities                          5,503,346       9,514,316      12,042,949
                                                                ------------    ------------    ------------

Cash flows from financing activities:
    Principal payments on discounted lease rentals                (1,683,661)     (2,458,421)     (3,701,426)
    Distributions to partners                                     (4,344,921)     (7,430,071)     (8,267,835)
                                                                ------------    ------------    ------------
Net cash used in financing activities                             (6,028,582)     (9,888,492)    (11,969,261)
                                                                ------------    ------------    ------------

Net increase (decrease) in cash and cash equivalents                (525,236)       (374,176)         73,688
Cash and cash equivalents at beginning of year                     1,229,412       1,603,588       1,529,900
                                                                ------------    ------------    ------------
Cash and cash equivalents at end of year                        $    704,176    $  1,229,412    $  1,603,588
                                                                ============    ============    ============
</TABLE>

                 See accompanying notes to financial statements.

                                       19
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.
                          STATEMENTS OF CASH FLOWS For
                the Years Ended December 31, 2003, 2002 and 2001


<TABLE>
<CAPTION>
                                                         2003        2002        2001
                                                         ----        ----        ----
<S>                                                   <C>         <C>         <C>
Supplemental disclosure of cash flow information:
    Interest paid on discounted lease rentals         $ 138,309   $ 311,452   $ 551,421
</TABLE>




                 See accompanying notes to financial statements.

                                       20
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                          NOTES TO FINANCIAL STATEMENTS

1.   Organization and Summary of Significant Accounting Policies
     -----------------------------------------------------------

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

     Capital Preferred Yield Fund-III, L.P. (the "Partnership") was organized on
     November 2, 1993 as a limited partnership under the laws of the State of
     Delaware pursuant to an Agreement of Limited Partnership (the "Partnership
     Agreement"). The Partnership was formed for the purpose of acquiring and
     leasing a diversified portfolio of equipment to unaffiliated third parties.
     The Partnership will continue until December 31, 2011 unless terminated
     earlier in accordance with the terms of the Partnership Agreement. All
     equipment owned by the Partnership is expected to be sold and the
     Partnership liquidated during 2004. The general partner of the Partnership
     is CAI Equipment Leasing IV Corp., a wholly owned subsidiary of Mishawaka
     Leasing Company, Inc. ("MLC").

     The general partner manages the Partnership, including investment of funds,
     purchase and sale of equipment, lease negotiation and other administrative
     duties. The Partnership initially sold 500,000 Class A limited partner
     units to 4,968 investors at a price of $100 per Class A limited partner
     unit.

     MLC is the Class B limited partner. The Class B limited partner contributed
     cash, upon acquisition of equipment, in an amount equal to 1% of gross
     offering proceeds received from the sale of Class A limited partner units.

     Use of Estimates
     ----------------

     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenue and expenses during the reporting period. For leasing
     entities, this includes the estimate of residual values and impairment, as
     discussed below. Actual results could differ from those estimates.

     Partnership Allocations

     Cash Distributions
     ------------------

     During the Reinvestment Period (as defined in the Partnership Agreement),
     available cash is distributed to the partners as follows:

                                       21
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Partnership Allocations, continued

     Cash Distributions, continued
     ------------------

     First, 1.0% to the general partner and 99.0% to the Class A limited
     partners until the Class A limited partners receive annual, non-compounded
     cumulative distributions equal to 10.5% of their contributed capital.

     Second, 1.0% to the general partner and 99.0% to the Class B limited
     partner until the Class B limited partner receives annual non-compounded
     cumulative distributions equal to 10.5% of its contributed capital.

     Third, any remaining available cash will be reinvested or distributed to
     the partners as specified in the Partnership Agreement.

   After the Reinvestment Period (as defined in the Partnership Agreement),
   available cash will be distributed to the partners as follows:

     First, in accordance with the first and second allocations during the
     Reinvestment Period as described above.

     Second, 99.0% to the Class A limited partners and 1.0% to the general
     partner, until the Class A limited partners achieve Payout (as defined in
     the Partnership Agreement).

     Third, 99.0% to the Class B limited partner, 1.0% to the general partner,
     until the Class B limited partner achieves Payout (as defined in the
     Partnership Agreement).

     Fourth, 99.0% to the Class A and Class B limited partners (as a class) and
     1.0% to the general partner, until the Class A and Class B limited partners
     receive cash distributions equal to 170% of their capital contributions.

     Thereafter, 90% to the Class A and Class B limited partners (as a class)
     and 10% to the general partner.

     Federal Income Tax Basis Profits and Losses
     -------------------------------------------

     There are several special allocations that precede the general allocations
     of profits and losses to the partners. The most significant special
     allocations are as follows:

                                       22
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued


1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Partnership Allocations, continued

     Federal Income Tax Basis Profits and Losses (continued)
     -------------------------------------------

     First, commissions and expenses paid in connection with the sale of Class A
     limited partner units are allocated 1.0% to the general partner and 99.0%
     to the Class A limited partners.

     Second, depreciation relating to Partnership equipment and any losses
     resulting from the sale of equipment are generally allocated 1.0% to the
     general partner and 99.0% to the limited partners (shared 99.0%/1.0% by the
     Class A and Class B limited partners, respectively) until the cumulative
     amount of such depreciation and such losses allocated to each limited
     partner equals such limited partner's contributed capital reduced by
     commissions and other expenses paid in connection with the sale of Class A
     limited partner units allocated to such partner. Thereafter, gain on sale
     of equipment, if any, will be allocated to the general partner in an amount
     equal to the sum of depreciation and loss on sale of equipment previously
     allocated to the general partner.

     Third, notwithstanding anything in the Partnership Agreement to the
     contrary, and before any other allocation is made, items of income and gain
     for the current year (or period) shall be allocated, as quickly as
     possible, to the general partner to the extent of any deficit balance
     existing in the general partner's capital account as of the close of the
     immediately preceding year, in order to restore the balance in the general
     partner's capital account to zero.

     After giving effect to special allocations, profits (as defined in the
     Partnership Agreement) are first allocated in proportion to, and to the
     extent of, any previous losses, in reverse chronological order and
     priority. Any remaining profits are allocated in the same order and
     priority as cash distributions.

     After giving effect to special allocations, losses (as defined in the
     Partnership Agreement) are allocated in proportion to, and to the extent
     of, any previous profits, in reverse chronological order and priority. Any
     remaining losses are allocated 1.0% to the general partner and 99.0% to the
     limited partners (shared 99.0%/1.0% by the Class A and Class B limited
     partners, respectively).

     Financial Reporting - Profits and Losses
     ----------------------------------------

     For financial reporting purposes, net income (loss) is allocated to the
     partners in a manner consistent with the allocation of cash distributions.

                                       23
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Recently Issued Financial Accounting Standards

     In April 2002, the Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards No. 145 ("SFAS 145"),
     "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB
     Statement No. 13, and Technical Corrections". SFAS 145 updates, clarifies
     and simplifies existing accounting pronouncements. SFAS 145 rescinds
     Statement 4, which required all gains and losses from extinguishments of
     debt to be aggregated and, if material, classified as an extraordinary
     item, net of related income tax effect. As a result, the criteria in APB
     Opinion 30 will now be used to classify those gains and losses. Statement
     64 amended Statement 4, and is no longer necessary because Statement 4 has
     been rescinded. Statement 44 was issued to establish accounting
     requirements for the effects of transition to the provisions of the Motor
     Carrier Act of 1980. Because the transition has been completed, Statement
     44 is no longer necessary. SFAS 145 amends Statement 13 to require that
     certain lease modifications that have economic effects similar to
     sale-leaseback transactions be accounted for in the same manner as
     sale-leaseback transactions. This amendment is consistent with the FASB's
     goal of requiring similar accounting treatment for transactions that have
     similar economic effects. SFAS 145 also makes technical corrections to
     existing pronouncements. The adoption of SFAS 145 did not have a material
     impact on the Partnership's financial position, results of operations or
     cash flows.

     In June 2002, the FASB issued Statement of Financial Accounting Standards
     No. 146 ("SFAS 146"), "Accounting for Costs Associated With Exit or
     Disposal Activities." SFAS 146 addresses financial accounting and reporting
     for costs associated with exit or disposal activities, and nullifies
     Emerging Issues Task Force Issue No. 94-3 (EITF 94-3"), "Liability
     Recognition for Certain Employee Termination Benefits and Other Costs to
     Exit an Activity (including Certain Costs Incurred in a Restructuring)".
     SFAS 146 requires recognition of a liability for a cost associated with an
     exit or disposal activity when the liability is incurred, as opposed to
     being recognized at the date an entity commits to an exit plan under EITF
     94-3. SFAS 146 also establishes that fair value is the objective for
     initial measurement of the liability. SFAS 146 is effective for exit or
     disposal activities that are initiated after December 31, 2002, with
     earlier application encouraged. The adoption of SFAS 146 did not have a
     material impact on the Partnership's financial position, results of
     operations or cash flows.

     Long-Lived Assets

     The Partnership accounts for long-lived assets under the provisions of
     Statement of Financial Accounting Standards No. 144, "Accounting for the
     Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). SFAS No. 144
     requires that long-lived assets, including equipment subject to operating
     leases and certain identifiable intangibles to be held and used by an
     entity, be reviewed for impairment whenever events or changes in
     circumstances indicate that the carrying amount of an asset may not be
     recoverable. In performing the review for recoverability, the entity should
     estimate the future net cash flows expected to result from the use of the
     asset and its eventual disposition. If the sum of the expected future net
     cash flows (undiscounted and without interest charges) is less than the
     carrying amount of the asset, an impairment loss is recognized. Measurement
     of an impairment loss for long-lived assets, including equipment subject to
     operating lease and identifiable intangibles held by the Partnership, is
     based on the fair value of the asset. The fair value of the asset may be
     calculated by discounting the expected future net cash flows at an
     appropriate discount rate.

                                       24
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Lease Accounting

     Statement of Financial Accounting Standards No. 13, "Accounting for
     Leases", requires that a lessor account for each lease by the direct
     finance, sales-type or operating lease method. The Partnership currently
     utilizes the direct financing and operating methods for all of the
     Partnership's equipment under lease. Direct finance leases are defined as
     those leases that transfer substantially all of the benefits and risks of
     ownership of the equipment to the lessee. For all types of leases, the
     determination of profit considers the estimated value of the equipment at
     lease termination, referred to as the residual value. After the inception
     of a lease, the Partnership may engage in financing of lease receivables on
     a nonrecourse basis (i.e., "nonrecourse debt" or "discounted lease
     rentals") and/or equipment sale transactions to reduce or recover its
     investment in the equipment.

     The Partnership's accounting methods and their financial reporting effects
     are described below.

     Net Investment in Direct Finance Leases ("DFLs")

     The cost of the equipment, including acquisition fees paid to the general
     partner, is recorded as net investment in DFLs on the accompanying balance
     sheets. Leasing revenue, which is recognized over the term of the lease,
     consists of the excess of lease payments plus the estimated residual value
     over the equipment's cost. Earned income is recognized monthly to provide a
     constant yield and is recorded as direct finance lease income on the
     accompanying statements of operations. Residual values are established at
     lease inception equal to the estimated value to be received from the
     equipment following termination of the initial lease as determined by the
     general partner. In estimating such values, the general partner considers
     all relevant information regarding the equipment and the lessee.

     Equipment on Operating Leases ("OLs")

     The cost of equipment, including acquisition fees paid to the general
     partner, is recorded as leased equipment in the accompanying balance sheets
     and is depreciated on a straight-line basis over the lease term to an
     amount equal to the estimated residual value at the lease termination date.
     Leasing revenue consists principally of monthly rents and is recognized as
     operating lease rentals in the accompanying statements of operations.
     Residual values are established at lease inception equal to the estimated
     value to be received from the equipment following termination of the
     initial lease as determined by the general partner. In estimating such
     values, the general partner considers all relevant information and
     circumstances regarding the equipment and the lessee. Because revenue,
     depreciation expense and the resultant profit margin before interest
     expense are recorded on a straight-line basis, and interest expense on
     discounted lease rentals (discussed below) is recorded on the interest
     method, lower returns are realized in the early years of the term of an OL
     and higher returns in later years.

                                       25
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued


1.   Organization and Summary of Significant Accounting Policies, continued
     -----------------------------------------------------------

     Nonrecourse Discounting of Future Lease Rentals

     The Partnership may assign the future lease rentals to financial
     institutions, or acquire leases subject to such assignments, at fixed
     interest rates on a nonrecourse basis. In return for such assigned future
     rentals, the Partnership receives the discounted value of the rentals in
     cash. In the event of default by a lessee, the financial institution has a
     first lien on the underlying leased equipment, with no further recourse
     against the Partnership. Cash proceeds from such financings, or the
     assumption of such financings, are recorded as discounted lease rentals on
     the accompanying balance sheets. As lessees make payments to financial
     institutions, leasing revenue and interest expense are recorded.

     Transactions Subsequent to Initial Lease Termination

     After the initial term of equipment under lease expires, the equipment is
     either sold or re-leased to the existing lessee or another third party. The
     remaining net book value of equipment sold is removed and gain or loss
     recorded when equipment is sold. The accounting for re-leased equipment is
     consistent with the accounting described under "Net Investment in Direct
     Finance Leases" and "Equipment on Operating Leases" discussed above.

     Income Taxes

     No provision for income taxes has been made in the financial statements
     because taxable income or loss is recorded in the tax return of the
     individual partners.

     Cash Equivalents

     The Partnership considers short-term, highly liquid investments that are
     readily convertible to known amounts of cash to be cash equivalents. Cash
     equivalents of approximately $700,000 and $1,200,000 at December 31, 2003
     and 2002, respectively, are comprised of investments in a mutual fund which
     invests solely in U.S. Government treasury bills having maturities of 90
     days or less.

     Equipment Held for Sale

     Equipment held for sale, recorded at the lower of cost or market value
     expected to be realized, consists of equipment previously leased to end
     users which has been returned to the Partnership following lease
     expiration.

     Net Income (Loss) Per Class A Limited Partner Unit

     Net income (loss) per Class A limited partner unit is computed by dividing
     the net income (loss) allocated to the Class A limited partners by the
     weighted average number of Class A limited partner units outstanding during
     the period.

                                       26
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

2.   Net Investment in Direct Finance Leases
     ---------------------------------------

     The components of the net investment in direct finance leases as of
     December 31, were:

                                                     2003              2002
                                                     ----              ----

     Minimum lease payments receivable            $ 536,041        $ 1,317,270
     Estimated residual values                      222,660            224,026
     Unearned income                                (70,968)          (172,689)
                                                  ---------        -----------
            Total                                 $ 687,733        $ 1,368,607
                                                  =========        ===========

3.   Leased Equipment, net
     ---------------------

     The Partnership's investment in equipment on operating leases by major
     classes as of December 31, were:

                                                      2003              2002
                                                      ----              ----

     Transportation and industrial equipment    $   9,263,144     $  13,601,424
     Computers and peripherals                        142,382         3,333,477
     Furniture, fixtures and equipment              5,805,976         6,585,861
     Other                                            592,557         1,002,194
                                                -------------     -------------
                                                   15,804,059        24,522,956
     Accumulated depreciation                     (11,661,401)      (16,131,903)
                                                -------------     -------------
                                                $   4,142,658     $   8,391,053
                                                -------------     -------------

     Depreciation expense for 2003, 2002 and 2001 was $2,882,035, $5,540,977 and
     $8,531,511, respectively.

4.   Future Minimum Lease Payments
     -----------------------------

     Future minimum lease payments receivable from noncancelable leases as of
     December 31, 2003 are as follows:

     Years Ending December 31,         Direct Finance Leases    Operating Leases
     -------------------------         ---------------------    ----------------

             2004                          $ 505,831              $ 1,297,073
             2005                             30,210                  127,781
             2006                                  -                    5,711
             2007                                  -                    1,428
             Thereafter                            -                     -
                                           ---------              -----------
                      Total                $ 536,041              $ 1,431,994
                                           =========              ===========

                                       27
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

5.   Discounted Lease Rentals
     ------------------------

     Discounted lease rentals outstanding at December 31, 2003 bear interest at
     rates primarily ranging between 6% and 11%. Aggregate maturities of such
     nonrecourse obligations are:

     ears Ending December 31,

            2004                                  $  821,083
            2005                                      21,900
            2006                                           -
                                                  ----------
                       Total                      $  842,983
                                                  ==========

6.   Transactions With the General Partner and Affiliates
     ----------------------------------------------------

     Origination Fee and Evaluation Fee
     ----------------------------------

     The general partner receives a fee equal to 3.5% of the purchase price of
     equipment acquired by the Partnership (up to a maximum cumulative amount as
     specified in the Partnership Agreement), 1.5% of which represents
     compensation for selecting, negotiating and consummating the acquisition of
     the equipment and 2% of which represents reimbursement for services
     rendered in connection with evaluating the suitability of the equipment and
     the creditworthiness of the lessees. No origination and evaluation fees
     were paid during 2003, 2002 or 2001. All origination and evaluation fees
     were capitalized by the Partnership as part of the cost of equipment on
     operating leases and net investment in direct financing leases.

     Management Fees Paid to General Partner
     ---------------------------------------

     The general partner earns management fees for services performed in
     connection with managing the Partnership's equipment equal to 2% of gross
     rentals received as permitted under terms of the Partnership Agreement. The
     general partner earned approximately $102,000, $177,000, and $245,000
     during 2003, 2002 and 2001, respectively.

     Direct Services from General Partner
     ------------------------------------

     The general partner and its affiliates provide accounting, investor
     relations, billing, collecting, asset management, and other administrative
     services to the Partnership. The Partnership reimburses the general partner
     for these services performed on its behalf as permitted under the terms of
     the Partnership Agreement. The Partnership recorded approximately $246,000,
     $266,000, and $216,000 of direct services from the general partner during
     2003, 2002 and 2001, respectively.

                                       28
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

6.   Transactions With the General Partner and Affiliates, continued
     ---------------------------------------------------------------

     Equipment Purchases
     -------------------

     The Partnership did not purchase any equipment during 2003 or 2002.

     Payables to Affiliates
     ----------------------

     Payables to affiliates of approximately $67,000 at December 31, 2003 and
     $49,000 at December 31, 2002 consists of $7,000 for management fees paid to
     the general partner, $35,000 for reimbursable general and administrative
     expenses and $25,000 for direct services from general partner for 2003; and
     $12,000 for management fees paid to general partner, $22,000 for
     reimbursable general and administrative expenses and $15,000 for direct
     services from general partner for 2002.

7.   Tax Information (Unaudited)
     ---------------------------

     The following reconciles net income (loss) for financial reporting purposes
     to the income for federal income tax purposes for the year and period ended
     December 31,:

<TABLE>
<CAPTION>
                                                             2003          2002          2001
                                                             ----          ----          ----
<S>                                                      <C>           <C>           <C>
     Net income (loss) per financial statements          $   740,420   $ 1,070,697   $  (366,977)
     Direct finance leases                                   363,367       811,596     1,417,606
     Depreciation                                            233,187       108,069    (1,273,495)
     Provision for losses                                    317,750       520,500     1,615,750
     Gain (loss) on sale of equipment                       (263,410)     (448,144)     (221,757)
     Other                                                   274,131      (118,167)       71,179
                                                         -----------   -----------   -----------
     Partnership income for federal income tax purposes  $ 1,665,445   $ 1,944,551   $ 1,242,306
                                                         ===========   ===========   ===========
</TABLE>

                                       29
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.

                    NOTES TO FINANCIAL STATEMENTS, continued

7.   Tax Information (Unaudited), continued
     --------------------------0

     The following reconciles partners' capital for financial reporting purposes
     to partners' capital for federal income tax purposes for the year and
     period ended December 31,:

<TABLE>
<CAPTION>
                                                              2003            2002           2001
                                                              ----            ----           ----
<S>                                                      <C>             <C>            <C>
     Partners' capital per financial statements          $  3,629,280    $  7,075,459   $ 13,008,213
     Commissions and offering costs                         7,184,603       7,184,603      7,184,603
     Direct finance leases                                 12,797,862      12,434,495     11,622,899
     Depreciation                                         (21,785,754)    (22,018,941)   (22,127,010)
     Provision for losses                                   8,501,436       8,183,686      7,663,186
     Gain (loss) on sale of equipment                        (710,939)       (447,529)           615
     Other                                                    515,114         240,982        307,319
                                                         ------------    ------------   ------------
     Partners' capital for federal income tax purposes   $ 10,131,602    $ 12,652,755   $ 17,659,825
</TABLE>

8.   Concentration of Credit Risk
     ----------------------------

     The majority of the Partnership's total equipment under lease was leased to
     investment grade companies. Pursuant to the Partnership Agreement, an
     investment grade lessee is a company (i) with a net worth in excess of
     $100,000,000 (and no debt issues that are rated), or (ii) with a credit
     rating of not less than Baa as determined by Moody's Investor Services,
     Inc. or comparable credit rating as determined by another recognized credit
     rating service; or (iii) a lessee, all of whose lease payments have been
     unconditionally guaranteed or supported by a letter of credit issued by a
     company meeting one of the above requirements. The Partnership limits its
     credit risk through selective use of nonrecourse debt financing of future
     lease rentals, as described above.

     The Partnership leases equipment to a significant number of lessees. Two
     lessees accounted for approximately 28% and 17%, respectively, of total
     revenue during 2003. These same two lessees accounted for approximately 23%
     and 15%, respectively, of total revenue during 2002. One lessee and its
     affiliates accounted for approximately 13% of total revenue during 2001.

     The Partnership's cash balance is maintained with a high credit quality
     financial institution. At times, such balances may be in excess of the FDIC
     insurance limit due to the receipt of lockbox amounts that have not cleared
     the presentment bank (generally for less than two days). As the funds
     become available, they are invested in a money market mutual fund.


                                       30
<PAGE>

                    Independent Auditor's Report on Schedule
                    ----------------------------------------



The Partners
Capital Preferred Yield Fund-III, L.P.:

Under date of March 12, 2004, we reported on the balance sheets of Capital
Preferred Yield Fund-III, L.P. as of December 31, 2003 and 2002, and the related
statements of operations, partners' capital, and cash flows for each of the
years in the three-year period ended December 31, 2003 which are included in the
Partnership's annual report on Form 10-K for the year ended December 31, 2003.
In connection with our audits of the aforementioned financial statements, we
also audited the related financial statement Schedule II. This financial
statement schedule is the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this financial statement schedule
based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly, in all
material respects, the information set forth therein.

                                            /s/KPMG LLP
                                            -----------
                                            KPMG LLP

Denver, Colorado
March 2, 2004


                                       31
<PAGE>
                     CAPITAL PREFERRED YIELD FUND-III, L.P.
                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              For the Years Ended December 31, 2003, 2002 and 2001

<TABLE>
<CAPTION>

COLUMN A                    COLUMN B          COLUMN C           COLUMN D         COLUMN E
------------------------------------------------------------------------------------------
                           Balance at        Additions                             Balance
                            Beginning    Charged (Reversed)                        at End
Classification             of Period        to Expenses        Deductions(1)     of Period
--------------             ---------        -----------        -------------     ---------
<S>                        <C>              <C>                 <C>              <C>
       2003
       ----
Allowance for losses:
     Accounts receivable   $ 139,250        $(100,000)          $ (11,176)       $  28,074

       2002
       ----
Allowance for losses:
  Accounts receivable      $ 369,211        $    --             $(229,961)       $ 139,250

       2001
       ----
Allowance for losses:
  Accounts receivable      $ 117,000        $ 300,000           $ (47,789)       $ 369,211
</TABLE>



(1) Principally charge-offs against the established allowances

            See accompanying independent auditor's report on schedule

                                       32
<PAGE>
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         ---------------------------------------------------------------
         Financial Disclosure
         --------------------
None.

Item 10. Directors and Executive Officers of the Partnership
         ---------------------------------------------------

The Partnership has no officers and directors. The general partner manages and
controls the affairs of the Partnership and has general responsibility and
authority in all matters affecting its business. Information concerning the
directors and executive officers of the general partner is as follows:

                      CAI Equipment Leasing IV Corporation

                  Name                  Positions Held
                  ----                  --------------

             John F. Olmstead           President and Director
             Mary M. Ebele              Principal Financial Officer

John F. Olmstead, age 60, is President of Mishawaka Leasing Co., Inc. since its
formation in September 2000. He was Senior Vice President of CAI from December
1988 until June 2000. He has served as Chairman of the Board for Neo-kam
Industries, Inc., Matchless Metal Polish Company, Inc. and ACL, Inc. since 1983.
He has over 30 years of experience holding various positions of responsibility
in the leasing industry. Mr. Olmstead holds a Bachelor of Science degree from
Indiana University and a Juris Doctorate degree from Indiana Law School.

Mary M. Ebele, age 41, has been with Mishawaka Leasing Co. as a Lease Accountant
since its formation in September 2000. She worked in a similar capacity at CAI
from August 1999 until November 2000. She holds a Bachelor of Arts degree from
the State University of New York at Potsdam and is currently pursuing a second
degree from Metro State College in Denver, Colorado.

Item 11. Executive Compensation
         ----------------------

Joseph Bukofski provided services related to the Partnership's accounting as a
consultant to the general partner up until November 2003. The Partnership paid
$15,728 to Mr. Bukofski during 2003 and $12,267 during 2002 for such services.
No compensation was paid by the Partnership to any other officers or directors
of the general partner. See Item 13 of this Report, "Certain Relationships and
Related Transactions," which is incorporated herein by reference, for a
description of the compensation and fees paid to the general partner and its
affiliates by the Partnership during 2003.

Item 12. Security Ownership of Certain Beneficial Owners and Management
         --------------------------------------------------------------

     (a)  As of the date hereof, no person is known by the Partnership to be the
          beneficial owner of more than 5% of the Class A limited partner units
          of the Partnership. The Partnership has no directors or officers, and
          neither the general partner nor the Class B limited partner of the
          Partnership own any Class A limited partner units.

                                       33
<PAGE>


          MLC is the Class B limited partner.

          CAI Equipment Leasing IV Corp. is the general partner.

          The names and addresses of the general partner and the Class B
          limited partner are as follows:

          General Partner
          ---------------

          CAI Equipment Leasing IV Corp.
          7901 Southpark Plaza
          107
          Littleton, Colorado 80120

          Class B Limited Partner
          -----------------------

          Mishawaka Leasing Company, Inc.
          7901 Southpark Plaza
          107
          Littleton, Colorado 80120

     (b)  No directors or officers of the general partner or the Class B limited
          partner owned any Class A limited partner units as of December 31,
          2003.

     (c)  The Partnership knows of no arrangements, the operation of which may
          at a subsequent date result in a change in control of the Partnership.

                                       34
<PAGE>
Item 13.  Certain Relationships and Related Transactions
          ----------------------------------------------

The general partner and its affiliates receive certain types of compensation,
fees or other distributions in connection with the operations of the
Partnership.

Following is a summary of the amounts paid or payable to the general partner and
its affiliates during 2003:

Management Fees
---------------

The general partner earns management fees as compensation for services rendered
in connection with managing the Partnership's equipment equal to 2% of gross
rentals received. Such fees totaled $101,662 for 2003.

Accountable General and Administrative Expenses
-----------------------------------------------

The general partner is entitled to reimbursement of certain expenses paid on
behalf of the Partnership that are incurred in connection with the Partnership's
operations. Such reimbursable expenses totaled $246,134 during 2003.

Additionally, the general partner is allocated 1% of Partnership cash
distributions and net income relating to its general partner interest in the
Partnership. Distributions and net income allocated to the general partner
totaled $41,865, respectively, for 2003. Net income allocated to the Class B
limited partner totaled $6,985 for 2003.

Item 14.  Controls and Procedures
          -----------------------

Within 90 days prior to the date of this annual report, an evaluation was
performed under the supervision and with the participation of the general
partner's management, including the President and Director, and the Principal
Financial Officer, of the effectiveness of the design and operation of the
Partnership's disclosure controls and procedures. Based on that evaluation, the
general partner's management, including the President and Director, and the
Principal Financial Officer, concluded that the Partnership's disclosure
controls and procedures are effective in timely alerting them to material
information relating to the Partnership required to be included in the
Partnership's periodic SEC reports. There have been no significant changes in
the Partnership's internal controls or in other factors that could significantly
affect internal controls subsequent to the date of their evaluation.

                                       35
<PAGE>
Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K
          ---------------------------------------------------------------

          (a)
          and
          (d) The following documents are filed as part of this Report:

               1.   Financial Statements: (Incorporated by reference to Item 8
                    of this Report, "Financial Statements and Supplementary
                    Data").

               2.   Financial Statement Schedule: (Incorporated by reference to
                    Item 8 of this Report, "Financial Statements and
                    Supplementary Data").

          (b)  The Partnership did not file any reports on Form 8-K during the
               quarter ended December 31, 2003.

          (c)  Exhibits required to be filed.

               Exhibit                     Exhibit
               Number                       Name
               ------                       ----

               4.1*   Capital Preferred Yield Fund-III Limited Partnership
                      Agreement

               4.2*   First Amendment to Limited Partnership Agreement dated
                      June 14, 1994

               4.3*   Amended and Restated Agreement of Limited Partnership of
                      Capital Preferred Yield Fund-III, L.P.

               99.1   Certification by John F. Olmstead pursuant to 18 U.S.C.
                      Section 1350, as adopted pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002.

               99.2   Certification by Mary M. Ebele pursuant to 18 U.S.C.
                      Section 1350, as adopted pursuant to Section 906 of the
                      Sarbanes-Oxley Act of 2002.


               *      Not filed herewith. In accordance with Rule 12b-32 of the
                      General Rules and Regulations under the Securities
                      Exchange Act of 1934, reference is made to the document
                      previously filed with the Commission.

                                       36
<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.

Dated: March 30, 2004               Capital Preferred Yield Fund-III, L.P.

                                       By: CAI Equipment Leasing IV Corporation

                                       By: /s/John F. Olmstead
                                           -------------------
                                           John F. Olmstead
                                           President and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the general partner
of the Partnership and in the capacities indicated on March 30, 2003.

Signature                                 Title
---------                                 -----

/s/John F. Olmstead
-------------------
John F. Olmstead                    President and Director



                                       37
<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.

Dated:  March 30, 2004                  Capital Preferred Yield Fund-III, L.P.

                                        By: CAI Equipment Leasing IV Corporation

                                        By: /s/ Mary M. Ebele
                                            -----------------
                                            Mary M. Ebele
                                            Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the general partner
of the Partnership and in the capacities indicated on March 30, 2004.

Signature                                 Title
---------                                 -----

/s/Mary M. Ebele
-----------------
Mary M. Ebele                    Principal Financial Officer


                                       38
<PAGE>
CERTIFICATION

     I, John F. Olmstead, President and Director of CAI Equipment Leasing IV
     Corp., the General Partner of Capital Preferred Yield Fund-III, L.P. (the
     "Partnership"), certify that:

          1. I have reviewed this report on Form 10-K of the Partnership;

          2. Based on my knowledge, this report does not contain any untrue
     statement of 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 report;

          3. Based on my knowledge, the financial statements, and other
     financial information included in this report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Partnership as of, and for, the periods presented in this
     report;

          4. The Partnership's other certifying officer and I are responsible
     for establishing and maintaining disclosure controls and procedures (as
     defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
     over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
     15-15(f)) for the Partnership and have:

               a. Designed such disclosure controls and procedures, or caused
          such disclosure controls and procedures to be designed under our
          supervision, to ensure that material information relating to the
          Partnership, including its consolidated subsidiaries, is made known to
          us by others within those entities, particularly during the period in
          which this report in being prepared;

               b. Designed such internal control over financial reporting, or
          caused such internal control over financial reporting to be designed
          under our supervision, to provide reasonable assurance regarding the
          reliability of financial reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

               c. Evaluated the effectiveness of the Partnership's disclosure
          controls and procedures and presented in this report our conclusions
          about the effectiveness of the disclosure controls and procedures, as
          of the end of the period covered by this report based on such
          evaluation; and

               d. Disclosed in this report any change in the Partnership's
          internal control over financial reporting that occurred during the
          Partnership's most recent fiscal quarter (the Partnership's fourth
          fiscal quarter in the case of an annual report) that has materially
          affected, or is reasonably likely to materially affect, the
          Partnership's internal control over financial reporting; and

          5. The Partnership's other certifying officer and I have disclosed,
     based on our most recent evaluation of internal control over financial
     reporting, to the Partnership's auditors and the audit committee of the
     Partnership's board of directors (or persons performing the equivalent
     functions):

               a. All significant deficiencies and material weaknesses in the
          design or operation of internal control over financial reporting which
          are reasonably likely to adversely affect the Partnership's ability to
          record, process, summarize and report financial information; and

               b. Any fraud, whether or not material, that involves management
          or other employees who have a significant role in the Partnership's
          internal controls over financial reporting.

                                     /s/ John F. Olmstead
                                    --------------------
                                        John F. Olmstead
                                      President and Director
                                  (Principal Executive Officer)
                                          March 30, 2004

                                       39

<PAGE>
CERTIFICATION

     I, Mary M. Ebele, Principal Financial Officer of CAI Equipment Leasing IV
     Corp., the General Partner of Capital Preferred Yield Fund-III, L.P. (the
     "Partnership"), certify that:

     1. I have reviewed this report on Form 10-K of the Partnership;

     2. Based on my knowledge, this report does not contain any untrue statement
of 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 report;

     3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the Partnership as
of, and for, the periods presented in this report;

     4. The Partnership's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15-15(f)) for the
Partnership and have:

          b. Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the Partnership, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this report in being
     prepared;

          b. Designed such internal control over financial reporting, or caused
     such internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principles;

          c. Evaluated the effectiveness of the Partnership's disclosure
     controls and procedures and presented in this report our conclusions about
     the effectiveness of the disclosure controls and procedures, as of the end
     of the period covered by this report based on such evaluation; and


          d. Disclosed in this report any change in the Partnership's internal
     control over financial reporting that occurred during the Partnership's
     most recent fiscal quarter (the Partnership's fourth fiscal quarter in the
     case of an annual report) that has materially affected, or is reasonably
     likely to materially affect, the Partnership's internal control over
     financial reporting; and

     5. The Partnership's other certifying officer and I have disclosed, based
on our most recent evaluation of internal control over financial reporting, to
the Partnership's auditors and the audit committee of the Partnership's board of
directors (or persons performing the equivalent functions):

          a. All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the Partnership's ability to record,
     process, summarize and report financial information; and

          b. Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the Partnership's internal
     controls over financial reporting.

                                   /s/ Mary M. Ebele
                                   -----------------
                                       Mary M. Ebele
                               Principal Financial Officer
                                      March 30, 2004

                                       40