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): JULY 6, 2004

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                          COMMISSION FILE NO. 33-75758

               RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
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             (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 Events and Regulation FD Disclosure

     Renaissance  Capital  Growth & Income Fund III, Inc. (the "Fund") is filing
this report on Form 8-K to announce that the Nasdaq Stock Market ("Nasdaq")
has determined to delist the Fund's securities.

     By letter  dated July 6, 2004 (the  "Decision"),  Nasdaq  informed the Fund
that it has  determined to delist the Fund's  securities  from Nasdaq  effective
with the open of business on Thursday, July 8, 2004. The Decision indicates that
the reasons for this  determination  include the Funds  failure to file with the
Securities and Exchange  Commission  (the "SEC") a Form 10-K for the fiscal year
ended  December 31, 2003 and a Form 10-Q for the quarter ended March 31, 2004. A
full discussion of the background and  circumstances  responsible for the Fund's
inability  to file its Form 10-K and Form 10-Q is  contained  in the Fund's Form
8-K dated June 18, 2004.


     Nasdaq  acknowledged  that the filing  delinquencies  do not appear to have
resulted from any fraud or intentional misconduct at the Fund.

     The Fund's securities will not be immediately  eligible to trade on the OTC
Bulletin Board because the Fund is not current with respect to its Form 10-K and
Form 10-Q filings,  and will therefore trade in the "pink sheets." In this case,
brokers  should be able to  provide  the  current  trading  price of the  Fund's
shares.

     The Fund will have the  opportunity  to  re-list  its  common  stock on The
Nasdaq  National  Market if it files its Form 10-K and Form 10-Q by September 7,
2004, and meets other relevant listing criteria.


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: July 7, 2004            Renaissance Capital Growth & Income Fund III, Inc.
                                 (Registrant)


                              By:   /s/ Russell Cleveland
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