UNITED STATES
                       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): APRIL 16, 2004

                         ------------------------------

                          COMMISSION FILE NO. 33-75758

               RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
            --------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                  TEXAS                                 75-2533518
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


 SUITE 210, LB 59, 8080 NORTH CENTRAL EXPRESSWAY, DALLAS, TEXAS        75206
          (Address of principal executive offices)                   (Zip Code)

       Registrant's telephone number, including area code: (214) 891-8294

Item 5.       Other

         On April 16, 2004,  Renaissance  Capital Growth & Income Fund III, Inc.
(the "Fund") announced in a press release that it had received a standard notice
from Nasdaq of the  delisting  of its Common  Stock  occasioned  by the delay in
filing its Form 10-K. The Fund intends to request a hearing  regarding its stock
listing  issuance,  and the Common Stock will  continue to trade on Nasdaq under
the symbol RENNE beginning  April 20, 2004 pending its appeal.  The Fund expects
to file its Form 10-K promptly upon  resolution of certain  issues raised by the
Staff  of  the   Securities   and  Exchange   Commission   with  regard  to  the
interpretation  of rules  regarding the  calculation of fees paid by the Fund to
its advisor.  The Fund believes that this will not have a negative impact on net
asset value and could have a positive impact.

         A copy of the Fund's press  release is attached  hereto as Exhibit 99.1
and incorporated herein by reference. This Form 8-K and the attached exhibit are
furnished to, but not filed with, the Securities and Exchange Commission.




SIGNATURE

         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.

Date: April 16, 2004          Renaissance Capital Growth & Income Fund III, Inc.
                               (Registrant)


                              By: /s/ Russell Cleveland
                                  ----------------------------
                                  Russell Cleveland, President







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