UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~August 2013, ~~2003~~2004

NTS-PROPERTIES III (Exact Name of Registrant as Specified in its Charter)

Georgia	0-11176	61-1017240
(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Incorporation)
Incorporation)

(Exact Name of Registrant as Specified in its Charter)

10172 Linn Station Road, Louisville, Kentucky 40223 (Address of Principal Executive Offices)

Georgia	0-11176	61-1017240
(State or Other	(Commission File	(IRS Employer
Jurisdiction of	Number)	Incorporation)
Incorporation)

~~(502)~~10172 ~~426-4800 (Registrant's~~Linn ~~Telephone~~Station ~~Number~~Road, Louisville, ~~Including~~Kentucky ~~Area~~40223 (Address ~~Code~~of Principal Executive Offices)

(~~Former~~502) ~~Name~~426-4800 (Registrant’s orTelephone ~~Former Address~~Number, ifIncluding ~~Changed~~Area ~~Since Last Report~~Code)

The general partners of NTS-Properties III, NTS-Properties IV, NTS-Properties V, NTS-Properties VI and NTS-Properties VII have reached an agreement in principle with representatives of the class of plaintiffs to settle the action captioned Buchanan et al. v. NTS-Properties Associates et al. (~~Case No. C 01-05090). The action was originally filed in the Superior Court of the State of~~Former ~~California for~~Name ~~the~~or ~~County~~Former ~~of Contra Costa against the general partners and several affiliated individuals and entities in December 2001. The settlement is subject to~~Address, ~~among~~if ~~other~~Changed ~~things, preparing~~Since ~~and~~Last executing a settlement agreement to be presented to the court for preliminary and final approval. The proposed settlement would include releases for all of the parties for any of the claims asserted in the Buchanan litigation and the class action and derivative litigation filed in the Circuit Court for Jefferson County Kentucky and captioned Bohm et al. v. J.D. Nichols et al. (Case No. 03-CI-01740Report).

AsITEM part of the proposed settlement, the general partners have agreed to pursue a merger of the partnerships along with other real estate entities affiliated with the general partners into a newly-formed partnership5. The general partnersOther wouldEvents seek to list the limited partnership interests to be issued in the merger on a national securities exchange. The merger will be subject to, among other things, approval by a majority of the limited partner interests in each partnership, final approval of the court in which the Buchanan litigation is pending and receiptRegulation byFD the general partners of an opinion regarding the fairness of the merger to the limited partners from a financial point of viewDisclosure. An independent appraiser has been retained to appraise all of the properties owned by the existing partnerships and affiliated entities and that would be owned after the merger by the new partnership. The appraisal will be used in establishing exchange values which will determine the number of interests that will be issued to each existing partnership in the merger. The interests in the newly-formed partnership will be subsequently distributed to the limited and general partners in each existing partnership as though each partnership had been liquidated.

~~The~~ On August ~~merger~~13, ~~will~~2004, ~~also~~NTS beRealty ~~subject~~Holdings Limited Partnership (“NTS Realty”) filed Amendment No. 2 to ~~the effectiveness~~Form ofS-4, which includes a joint ~~prospectus/~~ consent solicitation statement/prospectus, ~~to be filed~~ with the Securities and Exchange Commission~~. This announcement~~ isto ~~neither~~seek anapproval ~~offer~~of tothe merger ~~purchase~~of NTS-Properties III, a ~~solicitation~~NTS-Properties ofIV, anNTS-Properties ~~offer~~V, toNTS-Properties ~~sell~~VI ~~nor~~and NTS-Properties VII, Ltd. (the “Partnerships”) into NTS Realty. The general ~~solicitation~~ partners of athe ~~proxy~~Partnerships agreed to ~~vote, any~~pursue a merger of the ~~limited partner interests of~~ Partnerships in the ~~partnerships. Each limited partner is strongly~~ ~~encouraged~~Stipulation toand ~~read~~Agreement of Settlement (the ~~prospectus/consent statement~~ ~~and~~“Settlement ~~any~~Agreement”) ~~other relevant documents when~~that was jointly filed by the general partners, along with certain of their affiliates, with the ~~Securities and~~ class ~~Exchange~~of plaintiffs in the action captioned Buchanan et al. v. NTS-Properties ~~Commission~~Associates V, et al. ~~These documents will contain important information and~~ ~~may~~(Case ~~be obtained free~~No. C 01-05090). On May 6, 2004, the Superior Court of ~~charge on~~ the ~~SEC's website at~~ ~~www.sec.gov~~State of California for the County of Contra Costa approved the Settlement Agreement as fair, orreasonable onand adequate, and in the ~~partnerships'~~best ~~website~~interests atof ~~www~~the class of plaintiffs.~~ntsdevelopment.com.~~

2 NTS Realty filed the original Form S-4 on February 4, 2004 and Amendment No. 1 on June 18, 2004.

This announcement is not an offer to purchase, a solicitation of an offer to sell or the solicitation of a proxy to vote, any of the limited partner interests of the Partnerships or of NTS Realty. The limited partnership units of NTS Realty, which will be issued if the merger is approved and completed, have not been registered under the Securities Act of ~~Forward~~1933 ~~Looking~~(the ~~Information~~“Act”) and may not be offered or sold in the United States absent registration under the Act or an applicable exemption from the registration requirement.

ThisForward filingLooking may contain forward-looking statements involving risks and uncertainties. Statements in this filing that are not historical, including statements regarding intentions, beliefs, expectations, representations, plans or predictions of the future, constitute forward-looking statements. These risks and uncertainties include, but are not limited to, court and other regulatory approval of the proposed mergers, the ability to successfully integrate each of the acquired partnerships as well as general risks and uncertainties associated with owning real estate. For a discussion of some of these potential risks and uncertainties, please refer to the annual and quarterly reports filed by each of the partnerships with the Securities and Exchange Commission. The partnerships do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.Information

~~SIGNATURES~~ This filing may contain forward-looking statements involving risks and uncertainties. Statements in this filing that are not historical, including statements regarding intentions, beliefs, expectations, representations, plans or predictions of the future, constitute forward-looking statements. These risks and uncertainties include, but are not limited to, court and other regulatory approval of the proposed merger and the ability to successfully integrate each of the acquired Partnerships, as well as general risks and uncertainties associated with owning real estate. For a discussion of some of these potential risks and uncertainties, please refer to the annual and quarterly reports filed by each of the Partnerships with the Securities and Exchange Commission. The Partnerships do not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~2

NTS-PROPERTIES III By: NTS-Properties Associates, General Partner By: NTS Capital Corporation, General PartnerSIGNATURES

~~/s/~~ Pursuant to ~~Gregory~~the A.requirements ~~Wells~~of ~~Gregory~~the A.Securities ~~Wells~~Exchange ~~Chief~~Act ~~Financial~~of ~~Officer~~1934, ofas ~~NTS~~amended, ~~Capital~~the ~~Corporation~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NTS-PROPERTIES III


By:		NTS-Properties Associates,
		General Partner,
		By: NTS Capital Corporation,
		General Partner

By: /s/ Gregory A. Wells

Gregory A. Wells

Chief Financial Officer of NTS Capital Corporation

Date: August 13, 2004

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