SecProbe.io

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      June 15, 2005

Mail Stop 4561

Michael V. Shustek
Director
Vestin Mortgage, Inc.
8379 West Sunset Road
Las Vegas, NV  89113

Re:	Vestin Fund III, LLC
      Post-Effective Amendment No. 3 to Form S-11
      Filed June 3, 2005
      File No. 333-105017

Dear Mr. Shustek:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

1. We note that the selling price per unit increased to $10.30 per
unit as disclosed in a prospectus supplement dated November 10,
2004.
Please tell us why it was appropriate to increase the selling
price
per unit in a prospectus supplement as opposed to a post-effective
amendment to the registration statement.  In your analysis, please
address any rescission risk for those sales made without a post-
effective amendment disclosing the new price of $10.30 per unit.
In
addition, please clarify whether the annual review of the value of
the fund`s assets will cause the offering price to be modified
each
year and tell us how you intend to disclose any future
modification
in price.

2. Please revise to provide all the signatures required by Form S-
11,
including a majority of the board of directors of the corporate
general partner signing the registration statement.

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Before the amended registration statement is declared
effective
pursuant to Section 8 of the Securities Act, the company should
provide us with a letter, acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      Please contact Jennifer Gowetski at (202) 551-3401, or me at
(202) 551-3780 with any questions.

	Sincerely,

	Peggy Kim
	Senior Counsel

cc:	Hillel T. Cohn, Esq. (via facsimile)
	Morrison & Foerster LLP
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Michael V. Shustek
Vestin Fund III, LLC
June 15, 2005
Page 3

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