October 1, 2024

Zaid Pardesi
Chief Executive Officer
Oaktree Acquisition Corp. III Life Sciences
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071

       Re: Oaktree Acquisition Corp. III Life Sciences
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted September 13, 2024
           CIK No. 0002029769
Dear Zaid Pardesi:

     We have reviewed your amended draft registration statement and have the
following
comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional
comments. Unless we note otherwise, any references to prior comments are to
comments in our
September 5, 2024, letter.

Amendment No. 1 to Draft Registration Statement on Form S-1
Our Acquisition Process, page 10

1.     We note your response to prior comment 3 and your revised disclosure
which states that
       "potential conflicts of interest still may exist." Please expand to
describe the actual
       conflicts of interest that may arise in the event you do pursue an
initial business
       combination with an affiliated entity rather than generally referring to
potential conflicts
       of interest.
Initial Business Combination, page 12

2.     We note the disclosure on pages 16 and 140 that "in order to facilitate
our initial business
       combination or for any other reason determined by our sponsor in its
sole discretion, our
 October 1, 2024
Page 2

       sponsor may (i) surrender or forfeit, transfer or exchange our founder
shares, private
       placement units or any of our other securities held by it, including for
no consideration in
       connection with a PIPE financing or otherwise, (ii) subject any such
securities to earn-
       outs or other restrictions, and (iii) enter into any other arrangements
with respect to any
       such securities." Please add risk factor disclosure regarding any risk
that the sponsor may
       remove itself as Sponsor from the company before identifying a business
combination,
       including through the unconditional ability to transfer the founder
shares or otherwise.
Compensation of Sponsor, Sponsor's Affiliates and Directors and Officers, page
17

3.     We note your response to prior comment 5. Please revise to describe the
extent to which
       the exercise of the private warrants on a cashless basis may result in a
material dilution of
       the purchasers' equity interests. See Item 1602(b)(6) of Regulation S-K.
Permitted Purchases and other transactions with respect to our securities, page
36

4.     We note the disclosure in this section that in the event your sponsor,
initial shareholders,
       directors, officers, advisors or their affiliates were to purchase
shares from public
       shareholders that your registration statement/proxy statement filed for
your business
       combination transaction would include a representation that any of your
securities
       purchased by your sponsor, initial shareholders, directors, officers,
advisors or their
       affiliates would not be voted in favor of approving the business
combination transaction.
       Please reconcile with the disclosure in Clause 3 of the letter agreement
entered into with
       the sponsor, officers and directors, whereby they agreed to vote any
founder shares and
       private placement shares held by them and any public shares purchased in
favor of our
       initial business combination.
Other Considerations and Conflicts of Interest, page 140

5.     We note your response to prior comment 16. Please revise your disclosure
here to disclose
       the persons who have direct and indirect material interests in the SPAC
sponsor, as well
       as the nature and amount of their interests. Please see Item 1603(a)(7)
of Regulation S-K.
       Please contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at
202-551-3429 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with any
other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   Christian O. Nagler, Esq.