SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

                              Amendment No. 1
                                SCHEDULE 13D

                  UNDER THE SECURITIES EXCHANGE ACT OF 1934


                         OAK BROOK CAPITAL III, INC.
                              (Name of Issuer)


                                COMMON STOCK
                       (Title of Class of Securities)


                                    N/A
                               (CUSIP Number)

                            ADAM CLAVELL, ESQ.
                          NADEAU & SIMMONS, P.C.
                         1250 Turks Head Building
                      Providence , Rhode Island 02903
                             (401) 272-5800

                (Name, Address and Telephone Number of Person
               Authorized to Receive Notices and Communications)

                               May 15, 2000
            (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box |_|.

Check the following box if a fee is being paid with the statement |_|.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)

Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).



CUSIP No. N/A                    13D/A


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1    NAME OF REPORTING PERSON
     S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     MARK T. THATCHER

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

2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                  (a) |   |
                                                                  (b) |   |


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



3    SEC USE ONLY


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



4    SOURCE OF FUNDS

     PF

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



5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
     PURSUANT TO ITEMS 2(D) OR 2(E)
                                                                      |_|


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



6    CITIZENSHIP OR PLACE OF ORGANIZATION

     USA



                    -------------------------------------------------
                    7    SOLE VOTING POWER
NUMBER OF
                         MARK T. THATCHER
                         552,600

SHARES-------------------------------------------------
                    8    SHARED VOTING POWER
BENEFICIALLY


OWNED BY-------------------------------------------------
                    9    SOLE DISPOSITIVE POWER

                         MARK T. THATCHER
                         552,600

REPORTING-------------------------------------------------
                    10   SHARED DISPOSITIVE POWER
PERSON WITH

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



11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
     REPORTING PERSON

     552,600

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



12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
     EXCLUDES CERTAIN SHARES*
                                                                      |  |

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



13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

     45.00%

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



14   TYPE OF REPORTING PERSON*

     IN
- -------------------------------------------------------------------------------



                      *SEE INSTRUCTIONS BEFORE FILLING OUT!




ITEM 1.  SECURITY AND ISSUER

This Statement relates to the Common Stock of Oak Brook Capital III, Inc.,
a Colorado corporation (the "Company" or "Issuer"), which has its principal
corporate offices at 1250 Turks Head Building, Providence, Rhode Island
02903.


ITEM 2.  IDENTITY AND BACKGROUND

     (a) This Statement is being filed by Mark Thatcher, (the "Shareholder").

     (b) The business address of the Shareholder is c/o Oak Brook Capital III,
Inc., 1250 Turks Head Building, Providence, RI 02903.

     (c) The present principal occupation or employment of the
Shareholder, Mark Thatcher, is Director and President of the Issuer.

The following table sets forth the membership of the Shareholder and
ownership of its Issuer common stock:

Beneficial Ownership.

PRINCIPAL STOCKHOLDERS

     The following table sets forth as of May 15, 2000, information with
respect to the beneficial ownership of the Issuer's outstanding Common Stock
by (i) each director and executive officer of the Issuer, (ii) all directors
and executive officers of the Issuer as a group, and (iii) each shareholder
who was known by the Issuer to be the beneficial owner of more than 5% of
the Issuer's outstanding Common Stock.  Except as otherwise indicated,
the persons or entities listed below have sole voting and investment power
with respect to all shares of Common Stock beneficially owned by them.






Name and Address                  Number of      Percent of
                                  Shares Owned   Class Owned
                                  Beneficially
                                           

Gerard Werner, Esq.(1)
C/O Law Offices of
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903               552,600       45.00%

Mark T. Thatcher, Esq.(1)
1250 Turks Head Building
Providence, RI  02903              552,600       45.00%

All directors and executive
officers as a group (2 persons)  1,105,200       90.00%


(1)  The persons listed are the sole officers and directors of the Issuer.

Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Issuer and
complies with all applicable federal and state securities rules and
regulations.


ITEM 3.  SOURCE AND AMOUNT OF FUNDS

The Shareholder holds the securities described herein in connection
with the original issuance of Oak Brook Capital III, Inc. Common Stock.

Since May 15, 1998 (the date of the Issuer's formation), the Issuer
has sold its Common Stock to the persons listed in the table below in
transactions summarized as follows:






Name                 Date of    Shares      Aggregate     Purchase
                     Sale                   Purchase      Price
                                            Price         per Share
                                             

Mark T. Thatcher     05/15/98   552,600     $30,000(1)   $0.038

Gerard Werner        05/15/98   552,600     $30,000(1)   $0.038



(1) Consideration consisted of pre-incorporation consulting services
rendered to the Registrant related to investigating and developing the
Registrant's proposed business plan and capital structure and
completing the organization and incorporation of the Registrant.

     With respect to the sales made, the Registrant relied on Section 4(2) of
the Securities Act of 1933, as amended.  No advertising or general
solicitation was employed in offering the shares.  The securities were offered
for investment only and not for the purpose of resale or distribution, and the
transfer thereof was appropriately restricted.

     In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of shares which
does not exceed the greater of one percent of the then outstanding Common
Stock or the average weekly trading volume during the four calendar weeks
prior to such sale.  Rule 144 also permits, under certain circumstances, the
sale of shares without any quantity limitation by a person who has satisfied a
two-year holding period and who is not, and has not been for the preceding
three months, an affiliate of the Issuer.



     Each of the sales listed above was made either for cash or for
services.  Sales for which the consideration was services were made in
reliance upon the exemption from registration provided by Rule 701
adopted pursuant to Section 3(b) of the Securities Act of 1933.  Sales for
which the consideration was cash were made in reliance upon the
exemption from registration offered by Section 4(2) of the Securities Act
of 1933.  Based upon the Preincorporation Consultation and Subscription
Agreement executed by the persons who acquired shares for services, and
the Subscription Agreement and Investment Representations executed by
persons who acquired shares for cash, and based upon the pre-existing
relationship between the cash subscribers and the Issuer's officers and
directors, the Issuer had reasonable grounds to believe immediately
prior to making an offer to the private investors, and did in fact believe,
when such subscriptions were accepted, that such purchasers (1) were
purchasing for investment and not with a view to distribution, and (2) had
such knowledge and experience in financial and business matters that they
were capable of evaluating the merits and risks of their investment and
were able to bear those risks.  The purchasers had access to pertinent
information enabling them to ask informed questions.  The shares were
issued without the benefit of registration.  An appropriate restrictive
legend is imprinted upon each of the certificates representing such shares,
and stop-transfer instructions have been entered in the Issuer's transfer
records.  All such sales were effected without the aid of underwriters, and
no sales commissions were paid.


ITEM 4.  PURPOSE OF TRANSACTION

The Shareholder holds the Common Stock as a control person and affiliate
of the Issuer.

     (a) The Shareholder may acquire more shares of Common Stock or
dispose of Common Stock as business and market conditions dictate.

     (b) The Shareholder does not have any plans or proposals that relate
to or would result in an extraordinary corporate transaction, such as a
merger, reorganization, or liquidation, involving the Issuer or any of its
subsidiaries.

     (c) The Shareholder does not have any plans or proposals that relate
to or would result in a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries.



     (d) The Shareholder does not have any plans or proposals that relate
to or would result in any change in the present board of directors or
management of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing open vacancies on the
board.

     (e) The Shareholder does not have any plans or proposals that relate
to or would result in any material change in the present capitalization or
dividend policy of the Issuer.

     (f) The Shareholder does not have any plans or proposals that relate
to or would result in any other material change in the Issuer's business or
corporate structure.

     (g) The Shareholder does not have any plans or proposals that relate
to or would result in changes in the Issuer's charter or bylaws or other
actions which may impede the acquisition of control of the Issuer by any
person.

     (h) The Shareholder does not have any plans or proposals that relate
to or would result in causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered national
securities association.

     (i) The Shareholder does not have any plans or proposals that relate
to or would result in a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of
the Act.

     (j) The Shareholder does not have any plans or proposals that relate
to or would result in any action similar to any of those enumerated above.


ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

The Shareholder beneficially owns 552,600 shares of Common Stock,
representing 45.00% of the total issued and outstanding shares of Common
Stock.  The Shareholder has sole power to direct the vote of 552,600 shares
and sole power to direct the disposition of 552,600 shares.

     (a) Number of Shares and Percentage of Common Stock Owned as of
the date of this filing:



     The following table sets forth as of May 15, 2000, information with
respect to the beneficial ownership of the Issuer's outstanding Common Stock
by (i) each director and executive officer of the Issuer, (ii) all directors
and executive officers of the Issuer as a group, and (iii) each shareholder
who was known by the Issuer to be the beneficial owner of more than 5% of
the Issuer's outstanding Common Stock.  Except as otherwise indicated,
the persons or entities listed below have sole voting and investment power
with respect to all shares of Common Stock beneficially owned by them.




Name and Address                  Number of      Percent of
                                  Shares Owned   Class Owned
                                  Beneficially
                                           

Gerard Werner, Esq.(1)
C/O Law Offices of
Nadeau & Simmons, P.C.
1250 Turks Head Building
Providence, RI 02903               552,600       45.00%

Mark T. Thatcher(1)
1250 Turks Head Building
Providence, RI 02903               552,600       45.00%

All directors and executive
officers as a group (2 persons)  1,105,200       90.00%


(1)  The persons listed are the sole officers and directors of the Issuer.

Management has no plans to issue any additional securities to management,
promoters or their affiliates or associates and will do so only if such
issuance is in the best interests of shareholders of the Issuer and
complies with all applicable federal and state securities rules and
regulations.



     (b) The Shareholder, Mark Thatcher, has the sole power to vote
and to dispose of the shares described herein.

     (c) Not applicable.

     (d) The Shareholder knows of no person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of the shares.

     (e) Not applicable.


ITEM 6.  CONTRACTS, ARRANGEMENTS OR UNDERTAKINGS WITH RESPECT TO
         SECURITIES OF THE ISSUER

The Shareholder beneficially owns 552,600 shares of Common Stock of the
Issuer, representing 45.00% of the total issued and outstanding shares
of Common Stock of the Issuer. The Shareholder has the sole or shared
authority to vote or direct the vote of the Shareholder's shares of
Common Stock of the Issuer.


ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

         Not Applicable




SIGNATURE


After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.


Dated:   May 20, 2000

         /s/ Mark Thatcher,

         Director
         MARK T. THATCHER