<SUBMISSION>
<ACCESSION-NUMBER>0000898432-04-000353
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20040416
<ITEMS>5
<FILING-DATE>20040419
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>RENAISSANCE CAPITAL GROWTH & INCOME FUND III INC
<CIK>0000919567
<IRS-NUMBER>752533518
<STATE-OF-INCORPORATION>TX
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>811-08376
<FILM-NUMBER>04739301
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>8080 N CENTRAL EXPRWY
<STREET2>STE 210 LB59
<CITY>DALLAS
<STATE>TX
<ZIP>75206
<PHONE>2148918294
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>8080 N CENTRAL EXPWY., SUITE 210 LB 59
<CITY>DALLAS
<STATE>TX
<ZIP>75206
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.txt
<TEXT>

                                  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): APRIL 16, 2004

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

                          COMMISSION FILE NO. 33-75758

               RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
            --------------------------------------------------------
             (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

         On April 16, 2004,  Renaissance  Capital Growth & Income Fund III, Inc.
(the "Fund") announced in a press release that it had received a standard notice
from Nasdaq of the  delisting  of its Common  Stock  occasioned  by the delay in
filing its Form 10-K. The Fund intends to request a hearing  regarding its stock
listing  issuance,  and the Common Stock will  continue to trade on Nasdaq under
the symbol RENNE beginning  April 20, 2004 pending its appeal.  The Fund expects
to file its Form 10-K promptly upon  resolution of certain  issues raised by the
Staff  of  the   Securities   and  Exchange   Commission   with  regard  to  the
interpretation  of rules  regarding the  calculation of fees paid by the Fund to
its advisor.  The Fund believes that this will not have a negative impact on net
asset value and could have a positive impact.

         A copy of the Fund's press  release is attached  hereto as Exhibit 99.1
and incorporated herein by reference. This Form 8-K and the attached exhibit are
furnished to, but not filed with, the Securities and Exchange Commission.


<PAGE>

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: April 16, 2004          Renaissance Capital Growth & Income Fund III, Inc.
                               (Registrant)


                              By: /s/ Russell Cleveland
                                  ----------------------------
                                  Russell Cleveland, President







                                       2


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>exhibit99-1.txt
<TEXT>


                                                                    Exhibit 99.1

[LOGO]  RENAISSANCE CAPITAL
        GROWTH & INCOME FUND III, INC.



               RENAISSANCE CAPITAL GROWTH & INCOME FUND III, INC.
               RECEIVES STAFF DETERMINATION LETTER FROM NASDAQ
                       RELATED TO DELAYED FORM 10-K FILING


PRESS RELEASE                                              FOR IMMEDIATE RELEASE
-------------                                              ---------------------


         DALLAS, Texas, April 16, 2004, Renaissance Capital Growth & Income Fund
III, Inc., (NASDAQ:RENN),  a leading convertible closed-end fund, announced that
due to the  previously  announced  delay in filing  its Form 10-K for the period
ending  December 31, 2003 as required by Marketplace  Rule  4310(c)(14),  it has
received a standard  notice of  delisting  by  NASDAQ.  RENN III will  request a
hearing with NASDAQ regarding its stock listing status next week and NASDAQ will
then  determine the hearing  date.  RENN III stock will continue to trade on the
NASDAQ   National   Market   pending  final   decision  of  the  NASDAQ  Listing
Qualifications  Panel.  The letter also  indicated  that the Fund's stock ticker
symbol will become "RENNE" beginning on April 20, 2004 and continuing throughout
the filing delinquency period.

         As  previously  reported  the  delay in  filing  the Form 10-K has been
occasioned  by the need to await  resolution  of issues that have been raised by
staff of the  Securities  and  Exchange  Commission  ("SEC") with respect to the
interpretation  of rules  regarding the calculation of certain fees paid by RENN
III to its  adviser,  Renn  Capital  Group,  Inc.  RENN III and its  adviser are
currently in discussions with the staff of the SEC concerning these issues.

         RENN III believes  that the  resolution of these issues will not have a
negative  impact  on net  asset  value and could  have a  positive  impact.  The
Company's  auditor  has  declined  to  issue an audit  report  on the  Company's
financial  statements  pending  resolution  of the issues  identified by the SEC
Staff.  In the absence of the auditor's  report,  RENN III is unable to file its
Form 10-K.  RENN III expects to file its Form 10-K promptly upon the  resolution
of these matters.


                                      # # #

FORWARD LOOKING STATEMENTS
Renaissance  Capital Growth & Income Fund III,  Inc., is a  business-development
company  concentrating  on investing  in emerging  growth  companies,  including
investment in private placements of convertible securities. This report contains
forward-looking  statements.  Such  statements  reflect the current views of the
Fund  with  respect  to  future  events  and  are  subject  to  certain   risks,
uncertainties, and assumptions. Although the Fund believes that the expectations
reflected in such forward-looking statements are reasonable,  should one or more
of these risks or uncertainties  materialize,  or should underlying  assumptions
prove incorrect,  actual future results or events may vary materially from those
described  herein.  Past  performance is not indicative of future  results.  For
additional information, please visit www.rencapital.com.

INVESTOR CONTACT:
Renaissance Capital Group, Inc.
Michelle Sparks:  214-891-8294
invrel@rencapital.com

</TEXT>
</DOCUMENT>
</SUBMISSION>
