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

                                    FORM 15

     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 SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                                  Commission File Number  14052
                                                                        --------

   New England Life Pension Properties III; A Real Estate Limited Partnership
- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                     225 Franklin Street, Boston, MA 02110
- -------------------------------------------------------------------------------
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                     Units of Limited Partnership Interests
- -------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)


- -------------------------------------------------------------------------------
  (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)   [ ]
         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:  0
     -----

 Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of
registrant as specified in charter) has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.

Date:   2/4/02                     By: /s/ Alison Husid
      ---------                        ----------------------------------------
                                       Alison Husid, President, Chief Executive
                                       Officer and Director of General Partner,
                                       Copley Properties Company, Inc.


Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.



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