~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT REPORT Pursuant to Section~~June 1316, ~~or 15~~2005 (d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange Act of 1934~~reported)

~~February 15,~~CAPTEC ~~2005 (Date~~FRANCHISE ofCAPITAL ~~earliest~~PARTNERS ~~event~~L.P. ~~reported)~~III

~~CAPTEC~~(Exact ~~FRANCHISE~~Name ~~CAPITAL~~of ~~PARTNERS~~Registrant ~~L.P.~~as ~~III~~ Specified in Its Charter)

(Exact Name of Registrant as Specified in Its Charter)


Delaware (State or Other Jurisdiction of Incorporation)	33-77510-C (Commission File Number)	38-3160141 (IRS Employer Identification No.)

24 Frank Lloyd Wright Drive Lobby L, 4th Floor Ann Arbor, Michigan (Address of Principal Executive Offices)		48106 (Zip Code)

Delaware	33-77510-C	38-3160141
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of Incorporation)
24 Frank Lloyd Wright Drive
Lobby L, 4th Floor
Ann Arbor, Michigan		48106
(Address of Principal Executive Offices)		(Zip Code)

(734) 994-5505
(Registrant’s Telephone Number, Including Area Code)

(~~734) 994-5505 (Registrant’s~~Former ~~Telephone~~Name ~~Number~~or Former Address, ~~Including~~if ~~Area~~Changed ~~Code~~Since Last Report)

~~(Former~~ Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

~~TABLE~~o OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

~~Item~~o ~~1.01.~~Pre-commencement ~~Entry~~communications ~~into~~pursuant ato ~~Material~~Rule 13e-4(c) ~~Definitive~~under ~~Agreement~~the ~~Item~~Exchange ~~9.01.~~Act ~~Financial~~(17 ~~Statements~~CFR ~~and~~240.13e- ~~Exhibits SIGNATURES Exhibit Index Agreement of Sale~~4(c))

~~Table~~Item 2.01. Completion of ~~Contents~~Acquisition or Disposition of Assets.

~~Item~~ On 1June 16, 2005, Captec Franchise Capital Partners L.01P. ~~Entry~~III ~~into~~(the “Partnership”) and MLE Restaurant Group, LLC (“MLE”), as assignee of Gibraltar 1031 Restaurants, LLC (“Gibraltar”), consummated a ~~Material~~transaction ~~Definitive~~pursuant ~~Agreement~~to which the Partnership sold to MLE nine of the Partnership’s properties and certain real property leases related to such properties for an aggregate purchase price of $15,375,000.

On The ~~February 15,~~original ~~2005,~~agreement ~~Captec Franchise Capital Partners L.P. III (the “Partnership”) and Gibraltar 1031 Restaurants, LLC (“Gibraltar”) executed an Agreement~~ of ~~Sale~~sale ~~(the~~regarding ~~“Agreement”) pursuant~~this totransaction ~~which~~contemplated the ~~Partnership~~sale ~~has agreed to sell to Gibraltar ten~~ of ~~the Partnership’s~~ten properties ~~and certain real property leases related to such properties~~ for an aggregate purchase price of $17,125,000., ~~Under~~but the ~~Agreement,~~parties ~~the~~agreed ~~purchase~~to ~~price~~remove ~~may be adjusted if, among other~~from ~~things,~~the ~~less~~transaction ~~than all~~ the ~~properties~~property ~~set~~located ~~forth~~ in ~~the~~Ewing ~~Agreement~~Township, ~~are~~NJ ~~sold~~and to ~~Gibraltar~~adjust ~~due to~~ the ~~exercise~~ bypurchase ~~tenants of certain rights of first refusal contained in the property leases~~price accordingly.

~~The~~ There ~~closing of the transactions contemplated by the Agreement~~ is ~~contingent~~no ~~upon~~material ~~the satisfaction~~relationship ofbetween ~~certain customary conditions set forth more fully in~~ the ~~Agreement,~~Partnership ~~including satisfactory~~or ~~completion~~its ofaffiliates ~~due~~and ~~diligence review by~~ Gibraltar. ~~In addition, the closing is further~~or ~~contingent upon the contemporaneous closing of a separate agreement of sale between Gibraltar and Captec Franchise Capital Partners~~MLE, ~~L.P.~~other IVthan ~~(“LP~~in ~~IV”),~~respect ~~an affiliate~~ of ~~the~~this ~~Partnership, governing the sale of twelve properties owned by LP IV~~transaction. ~~The parties to the Agreement anticipate that the~~ ~~closing will occur on or before June 15, 2005.~~

There is no material relationship between the Partnership or its affiliates and Gibraltar, other than in respect of the Agreement.

Item 9.01. Financial Statements and Exhibits.

(a) No financial statements are required to be filed as part of this Form 8-K. (b) No pro forma financial information is required to be filed as part of this Form 8-K. (c) ~~The~~No ~~following~~exhibits ~~exhibit~~are isrequired to be filed as part of this Form 8-K:.

99 Agreement of Sale between Gibraltar 1031 Restaurants, LLC and Captec Franchise Capital Partners L.P. III, dated February 15, 2005.

Forward-Looking Statements

This Form 8-K contains forward-looking statements, which are any statements other than statements of historical fact. As utilized in this document, words such as “intends,” “anticipates,” “expects,” “will,” “could,” “estimate” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, including statements concerning anticipated future revenues, by their nature involve substantial risks and uncertainties, many of which are beyond the Partnership’s control and the Partnership’s actual results may differ materially depending on a variety of important factors. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K. The Partnership disclaims any obligation to update or revise these forward-looking statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events, except as may be required by law.

~~Table of Contents~~SIGNATURES

~~SIGNATURES~~ 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.

~~Pursuant~~CAPTEC toFRANCHISE ~~the~~CAPITAL ~~requirements~~PARTNERS ofL.P. ~~the Securities Exchange Act of 1934, the registrant has duly~~III ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III


By:		GP3 Asset Acquisition, LLC
		General Partner of Captec Franchise Capital Partners L.P. III

By:		/s/ Patrick L. Beach
		Patrick L. Beach
		President

Date:		June 16, 2005

By:		GP3 Asset Acquisition, LLC
		General Partner of Captec Franchise Capital Partners L.P. III
By:		/s/ Patrick L. Beach
		Patrick L. Beach
		President
Date:		February 18, 2005

Exhibit Index

Exhibit No.		Description
99		Agreement of Sale between Gibraltar 1031 Restaurants, LLC and Captec Franchise Capital Partners L.P. III, dated February 15, 2005.

Filing Compare · CAPTEC FRANCHISE CAPITAL PARTNERS LP III