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



                                   FORM 8-K/A


                                 AMENDMENT NO. 1


                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


       Date of report (Date of earliest event reported): February 28, 2001



                        POLARIS AIRCRAFT INCOME FUND III
             (Exact name of registrant as specified in its charter)



         California                    33-10122                 94-3023671
(State or Other Jurisdiction         (Commission               (IRS Employer
       of Organization)              File Number)            Identification No.)



                               201 High Ridge Road
                           Stamford, Connecticut 06927
                    (Address of principal executive offices)

                                 (203) 357-3776
              (Registrant's telephone number, including area code)






     This 8-K/A is filed to correct certain  typographical  errors that appeared
in the 8-K for Polaris Aircraft Income Fund III. More  specifically,  the number
of Current Leases (as defined below) that American  proposed to take  assignment
of was incorrectly reflected in the 8-K as being "eleven of the fourteen Current
Leases." The correct number that American  proposed to take assignment of should
be "seven of the ten  Current  Leases."  Further,  the  amount of the  aggregate
rentals to be received by the Partnership in 2001 was  incorrectly  reflected in
the 8-K as being "$4.1 million" and should be "$3.5 million." These changes have
been incorporated into this 8-K/A.

Item 5.  Other Events

     Polaris  Aircraft Income Fund III, a California  Limited  Partnership  (the
"Partnership") owns ten McDonnell Douglas DC-9-30 aircraft (the "Aircraft") that
are leased to Trans World Airlines,  Inc.  ("TWA").  All ten of these leases are
scheduled to expire on November 27, 2004  (collectively,  the "Current Leases").
TWA has  possession  of all ten of the leased  aircraft,  and prior to March 12,
2001 had not made its required  monthly rental  payments of $85,000 per Aircraft
per month since  December 27, 2000.  On March 12, 2001,  TWA cured lease payment
defaults  under 7 of the 10  leases  pursuant  to  Section  1110 of the  Federal
Bankruptcy Code (the "Bankruptcy  Code"). The Current Leases account for 100% of
the  Partnership's   rental  revenue  and  the  Aircraft  had  net  book  values
aggregating  approximately  $20.3 million as of September 30, 2000 (prior to any
adjustment  for the  impairment  loss to be recognized as a result of the events
described herein). The Partnership holds cash reserves aggregating approximately
$11.0 million. The Partnership has outstanding debt of approximately $205,000 at
December  31,  2000,  which  is the  remaining  balance  of the  debt  that  the
Partnership  incurred in 1996 and 1997 in order to finance the  installation  of
hushkits in each of the ten Aircraft (the "Hushkit Debt").

TWA Bankruptcy Filing
- ---------------------

     On January 10, 2001,  TWA filed a voluntary  petition in the United  States
Bankruptcy  Court of the  District  of  Delaware  (the  "Bankruptcy  Court") for
reorganization  relief under Chapter 11 of the Bankruptcy Code. One day prior to
filing its bankruptcy  petition,  TWA entered into an Asset  Purchase  Agreement
(the  "Purchase  Agreement")  with American  Airlines,  Inc.  ("American")  that
provided for the sale to American of  substantially  all of TWA's assets.  Under
the terms of the Purchase Agreement,  American's  acquisition of TWA's assets is
subject to a number of  conditions  and is contingent  upon  American  being the
prevailing  bidder in an auction to be supervised by the Bankruptcy  Court.  The
Purchase  Agreement  provides that  American may specify which  contracts of TWA
(including  aircraft leases) American wishes to acquire. In addition to entering
into the Purchase  Agreement with American,  TWA also obtained a commitment from
American to fund up to $325,000,000 in debtor-in-possession  financing which was
approved  by the  Bankruptcy  Court.  TWA is  managing  all of its  property  as
debtor-in-possession  pursuant  to Sections  1107(a) and 1108 of the  Bankruptcy
Code. The  Bankruptcy  Court approved the sale to American on March 12, 2001 and
also  approved  additional  debtor-in-possession  financing  being  provided  by
American.

     The filing for reorganization  relief under Chapter 11 gives TWA a right to
assume or reject the executory  contracts to which it is a party,  including the
Current  Leases.  Pursuant  to  Section  1110 of the  Bankruptcy  Code,  TWA may
continue to use the Aircraft  for sixty days after the filing of its  bankruptcy
petition, regardless of whether it assumes or rejects any of the Current Leases,
but,  after such sixty day  period,  TWA must  redeliver  each  Aircraft  to the
Partnership  on demand unless TWA (i) cures all  outstanding  defaults under the
Current  Lease  applicable  to such  Aircraft  within the periods  prescribed by
Section 1110 and (ii) continues to perform its obligations as provided under the
terms of the  applicable  Current  Lease.  Section 1110 of the  Bankruptcy  Code
provides  that a lessor and lessee  may  mutually  agree to extend the sixty day
time period as well as to make other  modifications to a lease. A rejection of a
Current  Lease by TWA or TWA's failure to cure as required by Section 1110 would
entitle the Partnership to demand a return of the Aircraft leased thereunder and
file  a  claim  for  damages  against  TWA in the  bankruptcy  proceeding  as an
unsecured creditor.

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American's Proposal
- -------------------

     On  February  28,  2001,  American  presented  the  General  Partner of the
Partnership  ("General  Partner")  with a draft  letter of intent  reflecting  a
proposal to take assignment of seven of the ten Current Leases on modified terms
and  conditions.  The proposal by American is subject,  among other  things,  to
American being successful in its bid to acquire  substantially all the assets of
TWA,  including  receipt of all necessary  governmental  approvals  required for
American  to  complete  that  acquisition.  The  modified  terms and  conditions
proposed by American are  substantially  less favorable to the Partnership  than
the terms and conditions specified in the Current Leases. In particular,  rather
than  returning  the Aircraft at the currently  scheduled  expiry date under the
Current  Leases,  American  would  return  each  Aircraft  at the time when such
Aircraft  requires a heavy  maintenance  check of the  airframe,  provided  that
American  would agree that the aggregate  average number of months for which all
seven  Aircraft  are on lease to American  would not be less than 19 months from
and after March 12, 2001. In addition, American would reduce the rental rate for
each of the Aircraft to $40,000 per month.  Further,  at lease expiry,  American
would be required to return each airframe in a "serviceable"  condition,  rather
than being required to meet the more stringent  maintenance  requirements of the
Current  Leases.  Finally,  American  would be required to return the  installed
engines on each Aircraft with a target level of average cycle life  remaining to
replacement  for all  life  limited  parts of 25%.  If the  average  cycle  life
remaining on the installed engines on an Aircraft is below the 25% target level,
a financial  adjustment  would be payable by American to the Partnership (but no
payment would be owed by the  Partnership to American if cycle life remaining at
return exceeds the target level).

     Under  American's  proposal,  TWA would  assume the Current  Leases for the
seven Aircraft  American wishes to lease (the "Assumed  Leases"),  but would not
assume the  Current  Leases for the  remaining  three  Aircraft  (the  "Rejected
Leases").  TWA would be required to cure all payment  defaults under the Assumed
Leases and pay rentals at the $85,000 per month contract rate until such time as
such leases are assigned to American; however, American's proposal provides that
American  would be,  effective  upon  assignment,  entitled  to a rental  credit
equaling  the amount of rent paid by TWA in excess of the $40,000 per month rate
for the period from and after March 12, 2001.

General Partner's Decision to Accept
- ------------------------------------

     The General Partner has evaluated American's proposal to take an assignment
of the Assumed Leases and has determined that accepting such a proposal would be
in the best interests of the Partnership.

     The General Partner's determination to accept American's proposal was based
upon consideration of two key factors.  First, the General Partner believes that
American's  proposal will yield a more favorable  return to the Partnership than
repossessing  the Aircraft from TWA and attempting to lease or sell the Aircraft
(likely  at  scrap  value).  In  coming  to  this  conclusion,  the  Partnership
considered  the  following:  (i) each  Aircraft is over 30 years old and has low
specification Pratt & Whitney JT8D-9A engines, which limits their marketability;
(ii) there are but a small  number of aircraft  operators  currently  using DC-9
aircraft, which means there is only a limited potential market for re-leasing or
selling the  Aircraft;  (iii) the cost of  transitioning  the Aircraft  from the
maintenance  program employed by TWA to the maintenance  program used by another
operator,  if the Aircraft were to be re-leased,  would be substantial and would
likely  require a significant  additional  investment  in these  Aircraft by the
Partnership;  and (iv) to date, the General Partner's attempts to obtain bids to
purchase  the  Aircraft  have not yielded any  prospects  for purchase at prices
above scrap  value.  Second,  due to  American's  credit  standing,  the General
Partner has concluded that American is capable of meeting its obligations  under
its proposal.

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     Based on this determination, the General Partner is proceeding to negotiate
definitive   documentation  with  American  and  TWA  reflecting  the  terms  of
American's  proposal.  If  American's  proposal  proceeds on the basis  outlined
above,  the  General  Partner  would  repay from cash  reserves,  the  remaining
principal  balance on the Hushkit Debt.  The General  Partner would also seek to
recover  possession of the three Aircraft  under the Rejected  Leases and market
such Aircraft for sale.

     Because  American's  proposal  to the  Partnership  is  subject  to several
important  conditions and  contingencies,  including,  among others,  receipt of
approval from the  Bankruptcy  Court,  American  being  successful in its bid to
purchase  substantially  all of the assets of TWA,  and American  receiving  all
regulatory  approvals  required to  consummate  that  purchase,  there can be no
assurance that the transactions  contemplated by such proposal will be completed
or that the terms of the  proposal  will not be changed in one or more  material
respects prior to completion.


Effect of TWA Bankruptcy
- ------------------------

     The TWA  bankruptcy  is expected to have a material  adverse  effect on the
Partnership's  results of operations and financial  position.  Assuming that the
transaction with American is completed on the terms described  above,  aggregate
rentals  to be  received  by the  Partnership  in  2001  will  be  reduced  from
approximately $10.2 million to approximately $3.5 million, and the average lease
term for the seven  Aircraft  that remain on lease will be reduced from 47 to 21
months  remaining  at December 31, 2000.  Three of the  Partnership's  Aircraft,
which would have been expected to generate  aggregate  rentals in 2001 under the
terms of the Current Leases of approximately  $3.0 million,  are now expected to
be marketed for sale at scrap value (which the General Partner  believes will be
materially less than the aggregate rental amount).

     The amount and timing of the Partnership's  distributions of cash available
for allocation depends upon many factors, including whether the transaction with
American is consummated  and the timing of the rental payments to be made by TWA
prior to such  consummation.  The General Partner has determined that the amount
of cash  available for  distribution  for the quarter ending March 31, 2001 will
not be materially  different  from the  corresponding  quarter in 2000,  but the
General  Partner expects the amount of cash available for  distribution  for the
subsequent quarters in 2001 to be materially less.

     As a result of the TWA  bankruptcy and the modified lease terms proposed by
American,  the  Partnership  is  required  to review the  carrying  value of the
Aircraft pursuant to applicable  accounting  literature  including SFAS 121. Any
downward adjustment in the estimated residual value or decrease in the projected
remaining  economic  life of any of the  Aircraft  will  dictate an  increase in
depreciation expense over the projected economic life of such Aircraft. Further,
if the  projected  net  cash  flow  for any of the  Aircraft  (projected  rental
revenue, net of management fees, less projected  maintenance costs, if any, plus
the estimated  residual value) is less than the carrying value of such Aircraft,
an  impairment  loss must be  recorded.  Although  the  General  Partner has not
completed its review, it is expected that revised  assumptions  regarding future
cash flows to be derived from the Aircraft and projected lease terms will result
in the  Partnership  recording  an  impairment  loss in a material  amount as of
December 31, 2000.


                                       4


                                   SIGNATURES


     Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                                 POLARIS AIRCRAFT INCOME  FUND III
                                            (Registrant)

                                 By:  Polaris Investment Management Corporation,
                                      General Partner

Date: May 9, 2001                     By: /S/ KEITH HELMING
      ---------------                 -----------------------------
                                      Name:  Keith Helming

                                      Title: Chief Financial Officer of Polaris
                                             Investment Management Corporation,
                                             General Partner of the Registrant




SF1 #81187 v2

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