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

                               FORM 12b-25
                        NOTIFICATION OF LATE FILING


(Check One):  [_] Form 10-K    [_] Form 20-F    [_] Form 20-F    [X] Form 10-Q
              [_] Form N-SAR   [_] Form N-CSR

       For Period Ended:   March 31, 2004

             [_] Transition Report on Form 10-K

             [_] Transition Report on Form 20-F

             [_] Transition Report on Form 11-K

             [_] Transition Report on Form 10-Q

             [_] Transition Report on Form N-SAR

             [_] Transition Report on Form CSR

       For the Transition Period Ended:______________________________________
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    Read instruction (on back page) Before Preparing Form. Please Print or Type.

     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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     If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:


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PART I - REGISTRANT INFORMATION

Renaissance Capital Growth & Income Fund III, Inc. (the "Registrant" or the
"Fund")
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Full Name of Registrant

not applicable
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Former Name if Applicable

8080 N. Central Expressway, Suite 210, LB-59
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Address of Principal Executive Office (Street and Number)

Dallas, TX  75026
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City, State and Zip Code


PART II - RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

       |  (a)   The reasons described in reasonable detail in Part III of this
       |        form could not be eliminated without unreasonable effort or
       |        expense;
       |
       |  (b)   The subject annual report, semi-annual report, transition report
       |        on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form N-SAR, or
[X]    |        portion thereof, will be filed on or before the 15th calendar
       |        day following the prescribed due date; or the subject quarterly
       |        report or transition report on Form 10-Q, or portion thereof
       |        will be filed on or before the fifth calendar day following the
       |        prescribed due date; and
       |
       |  (c)   The accountant's statement or other exhibit required by Rule
                12b-25(c) has been attached if applicable.



PART III - NARRATIVE

State below in reasonable detail why the Form 10-K, 11-K, 10-Q, N-SAR, N-CSR or
the transition report portion thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)

There have been issues raised with respect to the interpretation of the rules
regarding the calculation of certain fees paid by the Registrant to RENN Capital
Group, Inc., its investment adviser (the "Investment Adviser"), by the
Securities and Exchange Commission (the "SEC"). Resolution of this issue should
not have a negative impact on the net asset value of the Fund. The Registrant
and the Investment Adviser are working together with the SEC staff to resolve
these issues. While we are awaiting final resolution of these issues in order to
determine calculations that impact the Registrant's financial statements, there
has been a delay in the completion of the Registrant's annual audit and the
Registrant's preparation of its Annual Report on Form 10-K and this subsequent
Quarterly Report on Form 10-Q.  The Registrant has not been able to compile the
requisite financial data and other narrative information necessary to complete
the Registrant's Quarterly Report on Form 10-Q without unreasonable effort and
expense.

While resolving the aforementioned issue, the Registrant has determined that it
needs an additional period of time, not expected to exceed the fifth calendar
day following the prescribed due date of May 15, 2004, to prepare and file its
Form 10-Q.

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                                 SEC FILE NUMBER

                                    001-11701
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                                  CUSIP NUMBER

                                    75966V105
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                                     PART IV
                                OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

      Barbara Butschek                                214-891-8200
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             (Name) (Area Code) (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s).
                                                             [_] Yes  [X] No

    The Annual Report on Form 10-K for the fiscal year ended December 31, 2004
    has not been filed as of the date of this notification.

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                             [_] Yes  [x] No

     If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.


                  Renaissance Growth & Income Fund III, Inc.

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                  (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.


                                     Renaissance Capital Growth &
                                     Income Fund III, Inc.

Date: May 18, 2004            By:    /s/ Russell Cleveland
                                     -------------------------------------------
                                      Russell Cleveland, President

          INSTRUCTION: The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.


                                    ATTENTION

     Intentional  misstatements or omissions of fact constitute Federal Criminal
Violations (see 18 U.S.C. 1001).


                              GENERAL INSTRUCTIONS

1.  This form is required by Rule 12b-25 (17CFR 240.12b-25) of the General Rules
    and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
    Rules and Regulations under the Act. The information contained in or filed
    with the form will be made a matter of public record in the Commission
    files.

3.  A manually signed copy of the form and amendments thereto shall be filed
    with each national securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on Form 12b-25 but need
    not restate information that has been correctly furnished. The form shall be
    clearly identified as an amended notification.

5.  Electronic Filers. This form shall not be used by electronic filers unable
    to timely file a report solely due to electronic difficulties. Filers unable
    to submit a report within the time period prescribed due to difficulties in
    electronic filing should comply with either Rule 201 or Rule 202 of
    Regulation S-T or apply for an adjustment in filing date pursuant to Rule
    13(b) of Regulation S-T.