CERTIFICATION
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002


	The undersigned, Principal Executive Officer of Special
Situations Fund III, L.P. (the "Registrant"), with respect to the
Registrant's Form N-CSR for the period ended December 31, 2004 as filed
with the Securities and Exchange Commission, hereby certifies, pursuant
to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:

	1.	such Form N-CSR fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	the information contained in such Form N-CSR fairly
presents, in all material respects, the financial condition and results
of operations of the Registrant.


Dated: March 10, 2005	_/s/ Austin Marxe
			Austin Marxe, Principal Executive Officer


A signed original of this written statement required by Section 906 of
the Sarbanes-Oxley Act of 2002 has been provided to the Registrant and
will be retained by the Registrant and furnished to the Securities and
Exchange Commission (the "Commission") or its staff upon request.

This certification is being furnished to the Commission solely pursuant
to 18 U.S.C. Section 1350 and is not being filed as part of the Form N-
CSR filed with the Commission.


CERTIFICATION
Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002


The undersigned, Principal Financial Officer of Special Situations Fund
III, L.P. (the "Registrant"), with respect to the Registrant's Form N-
CSR for the period ended December 31, 2004 as filed with the Securities
and Exchange Commission, hereby certifies, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

	1.	such Form N-CSR fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	the information contained in such Form N-CSR fairly
presents, in all material respects, the financial condition and results
of operations of the Registrant.


Dated: March 10, 2005                      /s/Rose Carling
				Rose Carling, Principal Financial Officer


A signed original of this written statement required by Section 906 of
the Sarbanes-Oxley Act of 2002 has been provided to the Registrant and
will be retained by the Registrant and furnished to the Securities and
Exchange Commission (the "Commission") or its staff upon request.

This certification is being furnished to the Commission solely pursuant
to 18 U.S.C. Section 1350 and is not being filed as part of the Form N-
CSR filed with the Commission.



EX-99.906CERT

EX-99.906CERT