UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 1329, 2007

SHELTER PROPERTIES III

(Exact name of Registrant as specified in its charter)

South Carolina

0-10260

57-0718508 (State or other jurisdiction (Commission (I.R.S. Employer

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation or

File Number)

Identification Number)

organization)

55 Beattie Place

Post Office Box 1089

Greenville, South Carolina 29602

(Address of principal executive offices)

(864) 239-1000

(Issuer's telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

[ ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 12.01 Completion of Acquisition or Disposition of Assets.

~~Entry~~Shelter ~~into~~Properties III, a ~~Material~~South ~~Definitive~~Carolina ~~Agreement~~limited partnership, (the “Registrant”), owns Essex Park Apartments (“Essex Park”), a 323-unit apartment property located in Columbia, South Carolina and Willowick Apartments (“Willowick”), a 180-unit apartment property located in Greenville, South Carolina. On June 29, 2007, the Registrant sold Essex Park and Willowick, which were its last remaining investment properties, to third parties, CP Essex, LLC, and CP Willowick, LLC, respectively, Delaware Limited Liability Companies (the “Purchasers”). The Purchasers are affiliates of Northview Realty Group, Inc., a Canadian corporation (“Northview”), which is unaffiliated with the Registrant. As previously disclosed, Northview was the initial purchaser, however Northview is permitted under the terms of the purchase and sale contract to assign the contract to an affiliate. The Purchasers purchased Essex Park and Willowick, along with eight other apartment properties, all of which were owned by entities affiliated with AIMCO Properties, L.P., which is also an affiliate of the corporate general partner of the Registrant. The total sales price for Essex Park and Willowick and the eight other apartment properties was $95,800,000 of which $10,900,000 and $6,500,000 represent the portions of the sales price allocated to Essex Park and Willowick, respectively. As a result of these sales, the Registrant no longer holds an ownership interest in any investment properties.

~~Shelter~~In ~~Properties~~accordance ~~III,~~with athe ~~South~~Amended ~~Carolina~~Partnership ~~Limited~~Agreement ~~Partnership,~~of (the “Registrant~~”) owns Essex Park Apartments (“Essex Park”)~~, a 323-unit apartment complex located in Columbia, South Carolina and Willowick Apartments (“Willowick”), a 180-unit complex located in Greenville, South Carolina. As previously disclosed, on May 23, 2007, the Registrant’s ~~and~~corporate ~~nine~~general ~~other~~partner ~~partnerships~~is ~~(together~~evaluating the ~~“Selling~~cash ~~Partnerships”)~~requirements ~~that own eleven apartment complexes containing an aggregate~~ of ~~2,381 units, entered into a Purchase and Sale Contract (~~the ~~“Purchase~~Registrant ~~Agreement”) with a third party, Northview Realty Group, Inc., a Canadian corporation (the “Purchaser”),~~ to ~~sell~~determine ~~eleven apartment complexes (together~~ the ~~“Properties”~~portion ~~and individually a “Property”) owned by the Selling Partnerships to the Purchaser for a total sales price~~ of ~~$106,100,000, of which $11,900,000 and $6,800,000 represented~~ the ~~sales~~net ~~price~~proceeds ~~for~~that ~~Essex~~will ~~Park~~be ~~and~~distributed ~~Willowick,~~to ~~respectively. Each of~~ the ~~Selling~~Registrant’s ~~Partnerships is affiliated with AIMCO Properties, L~~partners.~~P., an affiliate of the corporate general partner of the Registrant.~~

On June 13, 2007, the Purchaser terminated the Purchase Agreement. On June 15, 2007, the Selling Partnerships and Purchaser entered into the Third Amendment to and Reinstatement of Purchase and Sale Contract (“Third Amendment”), a copy of which is filed herewith as an exhibit. The Third Amendment reinstated the Purchase Agreement according to the terms and conditions as previously disclosed in the Registrant’s Current Report on Form 8-K dated May 23, 2007, with the following modification:SIGNATURE

~~PURCHASE~~Pursuant ~~PRICE. The~~to ~~total~~the ~~purchase~~requirements ~~price~~of isthe ~~$103,350,000,~~Securities ofExchange ~~which~~Act ~~$10,900,000~~of ~~and $6~~1934,~~500,000~~ ~~represents~~ the ~~purchase~~Registrant ~~price~~has ~~for~~duly ~~Essex~~caused ~~Park~~this ~~and~~report ~~Willowick, subject~~ to ~~certain~~be ~~prorations~~signed ~~and~~on ~~adjustments~~its atbehalf by the ~~closing~~undersigned hereunto duly authorized.

~~Item 9.01~~By:

~~Financial~~Shelter ~~Statements~~Realty ~~and~~III ~~Exhibits~~Corporation

~~(d)~~Corporate General Partner

~~Exhibits~~By:

10/s/Martha ~~(i)~~L. ~~(g)~~Long

~~Amendment~~Martha ~~to Purchase and Sale Contract between Shelter Properties III, a South Carolina Limited Partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc~~L., a Canadian corporation, dated June 5, 2007.*Long

10Senior ~~(i)~~Vice ~~(h)~~President

Second Amendment to Purchase and Sale Contract between Shelter Properties III, a South Carolina Limited Partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian corporation, dated June 6, 2007.*Date:

10July ~~(i)~~6, ~~(i)~~2007

Third Amendment to and Reinstatement of Purchase and Sale Contract between Shelter Properties III, a South Carolina Limited Partnership, and the affiliated Selling Partnerships and Northview Realty Group, Inc., a Canadian corporation, dated June 15, 2007.*

*Schedules and supplemental materials to the exhibit have been omitted but will be provided to the Securities and Exchange Commission upon request.

SIGNATURE

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 hereunto duly authorized.

SHELTER PROPERTIES III

By:

Shelter Realty III Corporation

Corporate General Partner

By:

/s/Martha L. Long

Martha L. Long

Senior Vice President

Date: June 19, 2007

Filing Compare · SHELTER PROPERTIES III LTD PARTNERSHIP