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U.S. Securities and Exchange Commission

January 11, 2006

Lauren Burnham Prevost
Morris, Manning & Martin, LLP
1600 Atlanta Financial Center
3343 Peachtree Road, N.E.
Atlanta, GA 30326


United Development Funding III, LP
TP 06-27

Dear Ms. Prevost:

We are responding to your letter dated January 11, 2006, as supplemented by conversations with the staff, with regard to your request for exemptive relief. Our response is attached to the enclosed photocopy of your correspondence to avoid having to recite or summarize the facts set forth in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as defined in your letter.


As a consequence of the continuous offering of the Partnership's units, the entity will be engaged in a distribution of securities pursuant to Rule 102 of Regulation M. As a result, bids for or purchases of units by the Partnership, or any affiliated purchaser of the Partnership are prohibited during the restricted period specified in Rule 102, unless specifically excepted by or exempted from Rule 102.

On the basis of your representations and the facts presented, but without necessarily concurring in your analysis, the Commission hereby grants an exemption from Rule 102 of Regulation M to permit the Partnership to repurchase units under the Redemption Program while the Partnership is engaged in a distribution of units. In granting this exemption, we considered the following facts, among others:

  • except in the limited instance of death or bankruptcy or involuntary exigent circumstances of a limited partner, limited partners must have held the units for at least one year to participate in the Redemption Program;
  • there is no trading market for the Partnership's units;
  • the Partnership will redeem units at a price equal to or lower than, and fixed in relation to the public offering price of its units;
  • the Partnership will use no more than 1% of its operating cash flow from the previous fiscal year, plus any proceeds from its Reinvestment Plan to redeem units;
  • the Partnership will not redeem more than 5% of the weighted average number of units outstanding during the twelve-month period immediately prior to the date of redemption; and
  • the terms of the Redemption Program will be fully disclosed in the prospectus.

This exemption is subject to the condition that the Partnership shall terminate the Redemption Program during the distribution of the Partnership's units if a secondary market for such units develops.

The foregoing exemption from Rule 102 is based solely on your representations and the facts presented to the staff, and is strictly limited to the application of Rule 102 to the Redemption Program as described above. The Redemption Program should be discontinued, pending presentation of the facts for our consideration, in the event that any material change occurs with respect to any of those facts or representations. In addition, your attention is directed to the anti-fraud and anti-manipulation provisions of the federal securities laws, particularly Section 10(b) of the Exhange Act, and Rule 10b-5 thereunder. Responsibility for compliance with these and any other applicable provisions of the federal securities laws must rest with the Partnership. The Division of Market Regulation expresses no view with respect to any other question that the Redemption Program may raise, including, but not limited to, the adequacy of the disclosure concerning, and the applicability of other federal or state laws to, the Redemption Program.

For the Commission,
by the Division of Market Regulation
pursuant to delegated authority,

James A. Brigagliano
Assistant Director
Division of Market Regulation

Incoming Letter:

The Incoming Letter is in Acrobat format.


Modified: 01/18/2006