CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION 13 AND
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
                              Commission File Number
0-13158

                                                      Delphi
                       Film Associates
 III                                            (Exact name
         of registrant as specified in its charter)
                      666 Third Avenue, New York, New York
10017,  (212) 983-9040             (Address, including zip
code, and telephone number, including area code, of
registrant's                         principal executive
offices)
Securities registered pursuant to Section 12(g) of the Act:
                                             Units of
Limited Partnership
Interest
                   (Title of each class of securities
covered by this Form)


None

(Titles of all other classes of securities for which a duty
to file reports under section
13(a) or 15(d) remains)

Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or
suspend the duty to file reports:

          Rule 12g-4(a)(1)(i)   X            Rule 12h-
3(b)(1)(i)   X
          Rule 12g-4(a)(1)(ii)                    Rule 12h-
3(b)(1)(ii)
          Rule 12g-4(a)(2)(i)                     Rule 12h-
3(b)(2)(i)
          Rule 12g-4(a)(2)(ii)                    Rule 12h-
3(b)(2)(ii)
                                        Rule 15d-6


Approximate number of holders of record as of the
certification or notice date:    None
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has caused this certification/notice
to be signed on its behalf by the undersigned duly
authorized person.
Date:        December 24, 1996          By: /s/ Steven N.
Baumgarten
                                     Steven N. Baumgarten,
Vice President, ML Film
                               Entertainment Inc., Managing
General Partner
                               of The Delphi Group, the
General
                                Partner of Delphi Film
Associates III.