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 525, 2003 (MayJune 2923, 2003) 

Commission File Number 01-10813 

PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST 

(Exact name of registrant as specified in its charter) 

California		68-0146197

(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)



235 3 ^rd Street South, Suite 200
St Petersburg, FL		33701

(Address of principal executive offices)		(Zip Code)

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

Item 25.        AcquisitionOther orItems Disposition of Assets 

On MayJune 2923, 2003, PLM Equipment Growth Fund III, Liquidating Trust (the “"Trust”") solddeclared itsand portfoliopaid ofa railcars$0.54 todistribution Patriotper Railcarbeneficiary Holdingsinterest I,in LLCcash (thegenerated “Buyer”),from anthe unaffiliatedoperations thirdof party,the forTrust grossand cashthe proceedsdisposition of approximately $6equipment.3 millionIn total, subject$5,611,003.98 towas post-closingdistributed adjustments that are expected to bethe completedbeneficial byinterest Julyholders 2003.of Thethe Trust anticipates paying selling costs of $0.2 million related to this transaction. 

TheA Trustfinal retaineddistribution ato residualthe sharingbeneficial interest (theholders “Residualwill Interest”)occur inafter theall railcars that entitles the Trust toliabilities receiveare 50%paid, ofassets theare residualliquidated proceeds,and ifall any,litigations generatedinvolving by the railcarsTrust afterare thesettled. BuyerWhile receivesthe aremaining returnequipment of itsthe purchaseTrust, pricewhich plusincludes aone 12%hundred return.sixty Thetrailers Buyerand hastwenty-seven anmarine optioncontainers, tois acquireactively thebeing Residualmarketed Interest for $1.5sale, millionthe prioramount toor Novembertiming 30,of 2003. As the Trustfinal isdistribution incannot liquidation,be PLMestimated Financialat Services,this Inctime., theThe Trustee of the Trust, intendsalso toowns marketa theresidual Residualinterest Interestin forrailcars salerecently sold. 

The Trustee anticipates that the Trust will declare and pay a distribution to the beneficiaries of the Trust prior to June 30, 2003.

The Trustee is actively marketing the Trust’s remaining equipment portfolio for sale.

Item 4. Changes in Registrant's Certifying Accountant

On May 29, 2003, the Board of Managers of the General Partner approved the engagement of Ernst & Young LLP (“E&Y”) as the Trust’s principal independent auditors. On May 29, 2003, the Board of Managers of the General Partner also dismissed Deloitte & Touche LLP (“D&T”) as the Trust’s principal independent auditors.

D&T’s reports on the Trust’s financial statements for fiscal years ended December 31, 2002 and 2001 do not contain an adverse opinion or a disclaimer of opinion nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles.

During the fiscal years ended December 31, 2001 and 2002 and through the subsequent interim period preceding the change, there were no disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure that, if not resolved to D&T’s satisfaction, would have caused D&T to make reference to the subject matter of the disagreements in connection with its report. During that time, there were no reportable "events" as listed in Item 304(a)(1)(v) of Regulation S-K.

During the Trust’s fiscal years ended December 2001 and 2002 and through the subsequent interim period preceding the change, the Trust did not consult with E&Y regarding any of the matters specified in Item 304(a)(2) of Regulation S-K.

We have provided D&T a copy of this Form 8-K prior to its filing with the Securities and Exchange Commission (the "Commission"). D&T has provided a letter, addressed to the Commission, which is filed as Exhibit 16.1 to this Form 8-K.

Item 7.         Financial Statements, Pro Forma Financial Information and Exhibits. 

(c)      Exhibits: 

1620.1       June Letter23, from2003 DeloitteLetter & Touche LLP to thebeneficial Securitiesinterest andholders Exchangeof Commission,the datedTrust June 5, 2003. 

19.1 Rail car purchase and sale agreement dated May 29, 2003 between PLM Financial Services Inc., as Trustee for the Trust, and Patriot Railcar Holdings I, LLC

19.2 Residual sharing agreement dated May 29, 2003 between PLM Financial Services Inc., as Trustee for the Trust, Transportation Equipment-PLM LLC, and Patriot Railcar Holdings I, LLC

SIGNATURE 

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

		PLM EQUIPMENT GROWTH FUND III, LIQUIDATING TRUST
		PLM EQUIPMENT GROWTH FUND III LIQUIDATING TRUST
Date: June 5, 2003	By:	/s/ Richard K Brock
Date: June 25, 2003	By:	/s/ Richard K Brock
		Rick K Brock Chief Financial Officer

EXHIBIT INDEX 

Exhibit Designation	Nature of Exhibit
16.1	Letter from Deloitte & Touche LLP to the Securities and Exchange Commission, dated June 5, 2003
20.1	Letter accompanying distribution to beneficial interest holders of the Trust dated June 23, 2003.
19.1	Rail car purchase and sale agreement dated May 29, 2003 between PLM Financial Services Inc., as Trustee for the Trust, and Patriot Railcar Holdings I, LLC
19.2	Residual sharing agreement dated May 29, 2003 between PLM Financial Services Inc., as Trustee for the Trust, Transportation Equipment-PLM LLC, and Patriot Railcar Holdings I, LLC

Filing Compare · PLM EQUIPMENT GROWTH FUND III