8-K

                  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 25, 1996

                     Commission file number:  0-20081


                 PruTech Research and Development Partnership III
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               (Exact name of Registrant as specified in its charter)

Delaware                                                77-0129484
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(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

440 Mission Court, Suite 250, Fremont, California         94539
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(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code: (510) 656-1855


                                     N/A
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                Former name, former address and former fiscal year, if
                          changed since last report.



Item 4 - Change in Registrant's Certifying Accountant

(a)  Previous independent accountants

  (i)     On June 25, 1996, the General Partner of the Registrant dismissed
          Deloitte & Touche LLP as the independent accountants of the
          Registrant.

  (ii)   The reports of Deloitte & Touche LLP on the financial statements for
         the past two fiscal years contained no adverse opinion or disclaimer
         of opinion and were not qualified or modified as to uncertainty, audit
         scope or accounting principles.

  (iii) In connection with its audits for the two most recent fiscal years and
        during the subsequent interim period, there have been no disagreements
        with Deloitte & Touche LLP on any matter of accounting principles or
        practices, financial statement disclosure or auditing scope or
        procedure, which if not resolved to the satisfaction of the accountants,
        would have caused them to make a reference to the matter in their
        report.

  (iv) The Registrant has requested that Deloitte & Touche LLP furnish it with
       a letter addressed to the Securities and Exchange Commission stating
       whether it agrees with the above statements. A copy of such letter dated
       June 28, 1996 is filed as Exhibit 16.1 to this Form 8-K.

(b)  New independent accountants

      The General Partner of the Registrant engaged Price Waterhouse LLP as the
      new independent  accountants of the Registrant as of June 25, 1996.
      During the two most recent fiscal years and through June 25, 1996, the
      Registrant has not consulted with Price Waterhouse LLP on items which 1)
      were or should have been subject to Statement of Auditing Standards No. 50
      or 2) concerned the subject matter of a disagreement or reportable event
      with the former accountants (as described in Regulation S-K Item
      304(a)(2)).

Item 7 - Financial Statements and Exhibits

(c)   Exhibits

  16.1    Letter dated June 28, 1996 from Deloitte & Touche LLP to the
          Securities and Exchange  Commission with regard to Item 4 of
          this report.

                                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.

PruTech Research and Development Partnership III

By:  R&D Funding Corp
     A Delaware corporation, General Partner

By: /s/ Steven Carlino                             Date: June 28, 1996
- ---------------------------------
Steven Carlino
Vice President
Chief Accounting Officer for the Registrant

EX-16.1

June 28, 1996

Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C.  20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4 of Form 8-K of PruTech
Research and Development Partnership III dated June 25, 1996.

Yours truly,

Deloitte & Touche LLP
New York, New York