**Exhibit 31**
**CERTIFICATIONS**
I, Patrick L. Beach, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Captec FranchiseCapital Partners L.P. III;
2. Based on my knowledge, this report does not contain any untrue statementof a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements weremade, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financialinformation included in this report, fairly present in all material respectsthe financial condition, results of operations and cash flows of the smallbusiness issuer as of, and for, the periods presented in this report;
4. The small business issuer’s other certifying officers and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13(a)-15(f) and15d-15(f)) for the small business issuer, and have:
     (a) Designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, toensure that material information relating to the small business issuer,including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is beingprepared;
     (b) Designed such internal control over financial reporting, or causedsuch internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;
     (c) Evaluated the effectiveness of the small business issuer’s disclosurecontrols and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of theperiod covered by this report based on such evaluation; and
     (d) Disclosed in this report any change in the small business issuer’sinternal control over financial reporting that occurred during the smallbusiness issuer’s most recent fiscal quarter that has materially affected, oris reasonably likely to materially affect, the small business issuer’s internalcontrol over financial reporting; and
5. The small business issuer’s other certifying officers and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the small business issuer’s auditors and the auditcommittee of the small business issuer’s board of directors (or personsperforming the equivalent functions):
     (a) All significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonablylikely to adversely affect the small business issuer’s ability to record,process, summarize and report financial information; and
     (b) Any fraud, whether or not material, that involves management or otheremployees who have a significant role in the small business issuer’s internalcontrol over financial reporting
Date: August 12, 2004     By:  /s/ Patrick L. Beach   Patrick L. Beach   President, GP3 Asset Acquisition, LLC  
 

 

The foregoing certification is as required by Section 302(a) of theSarbanes-Oxley Act of 2002 and amended Rules 13a-14 and 15d-14 of theSecurities Exchange Act of 1934, which require that the wording of suchcertification must appear exactly as set forth by the Rules. GP3 AssetAcquisition, LLC is a single member limited liability company, the sole memberof which is a limited liability company of which Patrick L. Beach is the soleand managing member. As a result, neither the Partnership or GP3 AssetAcquisition, LLC has a board of directors or audit committee and Patrick L.Beach is the only certifying officer and is ultimately responsible forestablishing and maintaining the small business issuer’s disclosure controls.