FORM 12b-25
           [As last amended in Release No. 34-31905,
              February 23, 1993, 58 F.R. 14628.]

            U. S. SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549

                 NOTIFICATION OF LATE FILING

(Check One):
[X]Form 10-K   [ ]Form 20-F   [ ]Form 11-K  
[ ]Form 10-Q   [ ]Form N-SAR

For Period Ended:  12/31/96

           [ ] Transition Report on Form 10-K
           [ ] Transition Report on Form 20-F
           [ ] Transition Report on Form 11-K
           [ ] Transition Report on Form 10-Q
           [ ] Transition Report on Form N-SAR
           For the Transition Period Ended: Not Applicable

Nothing in this form shall be construed to imply 
that the Commission has verified any information 
contained herein.

If the notification relates to a portion of the 
filing checked above, identify the Item(s) to 
which the notification relates:


PART I

Full Name of Registrant:  LDP-III
Address of Principal Executive Office:
  P. O. Box 130, Carbondale, CO  81623
  (970) 963-8007

Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without 
unreasonable effort or expense and the registrant 
seeks relief pursuant to Rule 12b-25(b), the 
following should be completed.

(a) The reasons described in reasonable detail 
in Part III of this form could not be 
eliminated without unreasonable effort or 
expenses;

(b) The subject annual report, semi-annual 
report, transition report on Form 10-K, form 
20-F, 11-K or Form N-SAR, or portion thereof 
will be filed on or before the fifteenth 
(15th) calendar day following the prescribed 
due date; or the subject quarterly report or 
transition report on Form 10-Q, or portion 
thereof will be filed on or before the fifth 
(5th) calendar day following the prescribed 
due date; and

(c)  The accountant's statement or other exhibit 
required by Rule 12b-25c has been attached if 
applicable.

Part III - Narrative

State below in reasonable detail the reasons why 
Form 10-K or portion thereof could not be filed 
within the prescribed time period:

The Financial Audit of the Partnership's books by 
independent outside accountants is not yet 
complete.  In order to file an accurate and 
complete report, additional time is needed to 
complete the audit.

Part IV - Other Information

(1)  Name and telephone number of person to 
contact in regard to this notification:

Greg Mohl, Controller (970) 963-8007, ext. 221

(2)  Have all other periodic reports required 
under section 13 or 15(d) of the Securities 
Exchange Act of 1934 or section 30 of the 
Investment Company Act of 1940 during the 
preceding 12 months or for such shorter period 
that the registrant was required to file such 
report(s) been filed?  If the answer is no, 
identify report(s).           
                                 [X] YES  [ ] NO

(3)  Is it anticipated that any significant change 
in results of operations from the corresponding 
period for the last fiscal year will be reflected 
by the earnings statements to be included in the 
subject report or portion thereof?
                                 [ ] YES  [X] NO

LDP-III has caused this notification to be signed 
on its behalf by the undersigned thereunto duly 
authorized.  

Date:  03/28/97     By:  /s/ Greg Mohl, Controller

ATTENTION

Intentional misstatements or omissions of fact 
constitute Federal Criminal Violations (See 18 
U.S.C. 1001).