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

                                    Form 13F

                              FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended:  September 30, 2011

Check here if Amendment           |_|; Amendment Number:______

This Amendment (Check only one.): |_| is a restatement.
                                  |_| adds new holdings entries.

Institutional Investment Manager Filing this Report:

Name:       Titan Capital Group III, LP
Address:    405 Lexington Avenue
            51st Floor
            New York, NY

Form 13F File Number: 028-13374

The institutional investment manager filing this report and the person by whom
it is signed hereby represent that the person signing the report is authorized
to submit it, that all information contained herein is true, correct and
complete, and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of this form.

Person Signing this Report on Behalf of Reporting Manager:

Name:      Steven R. Skalicky
Address:   Chief Compliance Officer
Phone:     (212) 750-5700

Signature, Place, and Date of Signing:

/s/ Steven R. Skalicky             New York, NY            November 8, 2011
--------------------------     -------------------        ------------------
      Signature                   City, State                  Date




Report Type:  (Check only one):

[X]      13F HOLDINGS REPORT.  (Check here if all holdings of this reporting
         manager are reported in this report).

[ ]      13F NOTICE.  (Check here if no holdings reported are in this report,
         and all holdings are reported by other reporting managers(s).)

[ ]      13F COMBINATION REPORT.  (Check here if a portion of the holdings for
         this reporting manager are reported in this report and a portion are
         reported by other reporting manager(s).)


List of Other Managers Reporting for this Manager: None





                             FORM 13F SUMMARY PAGE


Report Summary:


Number of Other Included Managers:            0

Form 13F Information Table Entry Total:       0

Form 13F Information Table Value Total:       0
                                          (thousands)

List of Other Included Managers:

Provide a numbered list of the name(s) and Form 13F file number(s) of all
institutional investment managers with respect to which this report is filed,
other than the manager filing this report.




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