SEC Division of Corporation Finance no-action letter: Special Situations Fund III, L.P.

The Commission grants exemptions from Rules 13e-4(f)(8)(i) and 13e-4(f)(8)(ii) under the Securities Exchange Act of 1934 to permit Special Situations Fund III, L.P. to conduct an Exchange Tender Offer exclusively to Qualified Purchaser Unit Holders. The Division of Corporation Finance will not recommend enforcement action regarding Rule 13e-4(f)(6) for purchases made in a concurrent Cash Repurchase Offer. This relief allows SSF III to exchange units for those in Special Situations Fund III QP, L.P. while offering cash repurchases to all security holders, addressing tax status concerns related to the expiration of a private placement safe harbor.

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Securities Exchange Act of 1934 — Rules 13e-4(f)(6), 13e-4(f)(8)(i), 13e-4(f)(8)(ii)

November 17, 2005

Response of the Office of Mergers and Acquisitions Division of Corporation Finance

Re:

Special Situations Fund III, L.P. Incoming letter dated November 17, 2005

Via Facsimile and First Class Mail

Allen B. Levithan Lowenstein Sandler PC 65 Livingston Avenue Roseland, New Jersey 07068-1791

Dear Mr. Levithan:

We are responding to your letter dated November 17, 2005 to Brian V. Breheny and Jeffrey B. Werbitt in the Division of Corporation Finance and Bruce MacNeil in the Division of Investment Management, 1 as supplemented by telephone conversations with the staff, with regard to your request for no-action and exemptive relief. Our response is attached to the enclosed photocopy of your letter to avoid having to recite or summarize the facts presented in your letter. Unless otherwise noted, capitalized terms in this letter have the same meaning as in your November 17, 2005 letter.

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