SecProbe.io

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WILMER CUTLER PICKERING
 HALE AND DORR LLP

                                              David C. Phelan

                                              60 State Street
                                              Boston, MA 02109
                                              +1 617 526 6372
                                              +1 617 526 5000 fax
                                              david.phelan@wilmerhale.com

                                              February [   ], 2005

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549-0203
Attention:  Dominic Minore, Division of Investment Mangement

Re:      Pioneer Series Trust III (the "Trust")
         Registration Statement on Form N-1A
         Registration Numbers 333-120144; 811-21664

Ladies and Gentlemen:

         This letter responds to comments of the staff of the Securities and
Exchange Commission (the "Commission") transmitted by letter dated December 1,
2004 relating to the Trust's initial Registration Statement on Form N-1A (the
"Registration Statement") with respect to its newly created series, Pioneer
Cullen Value Fund (the "Fund"), which was filed with the Commission on November
1, 2004 (Accession No. 0001016964-04-000435). For the staff's convenience, its
comments are restated below, followed by the Trust's responses.

Prospectus:

Investment Objectives

Comment 1. Indicate whether the Fund's investment objectives may be changed
without shareholder vote or any prior notice to shareholders.

Response: The Fund's investment objectives are fundamental. The Fund believes
that in light of the fact that the investment objective may not be amended
without shareholder approval, disclosure of that fact in the Statement of
Additional Information rather than the prospectus is appropriate.

Principal Investment Strategies

Comment 2. Identify the market capitalization range for medium-capitalization
and large-capitalization companies in which the Fund may primarily invest.

Response:  Accepted.

     BALTIMORE     BEIJING    BERLIN     BOSTON    BRUSSELS     LONDON
MUNICH    NEW YORK     NORTHERN VIRGINIA     OXFORD    WALTHAM     WASHINGTON
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Securities and Exchange Commission
February __, 2005
Page 2

Comment 3. The principal investment strategies discussion should note that, at
times, more than 25% of the Fund's assets may be invested in the same market
segment, such as financials or technology.

Response: The disclosure relating to "market segments" is designed to address
the possibility that, due to its portfolio composition, the Fund may be exposed
to the common risks of a number of broadly-related groups to the extent the Fund
invests in such broadly-related groups. This disclosure does not convey a
principal strategy of the Fund. Thus, the disclosure in the Fund's prospectus
relating to "market segments" is more appropriate, as currently disclosed, under
the section "Principal risks of investing in the [F]und." See also the response
to Comment 8.

Comment 4. The prospectus combines Items 2 and 4 with respect to the Fund's
principal strategies. Please disclose all the types of equity securities in
which the Fund invests pursuant to its principal strategy. Also, please confirm
that the adviser uses the same analysis for both large and mid-cap stocks when
determining whether to purchase or sell portfolio securities. If not, please
revise the disclosure accordingly.

Response: The risk return summary discloses the types of equity securities in
which the Fund may invest in connection with its principal investment
strategies. Consequently, no change is required in response to the staff's
comment. We confirm that the subadviser uses the same analysis for both large
and mid-cap stocks.

Comment 5. Provide the statement called for by Item 4(d) of Form N-1A.

Response:  Accepted.

Comment 6:  Please move the "Non-U.S. equity securities" discussion to the
bottom of page 1.

Response: We believe the current organizational structure of Item 2 disclosure
in the Fund's prospectus, which describes the primary types of portfolio
securities in which the Fund invests, followed by a description of the Fund's
investment process, is appropriate.

Comment 7. Under the heading of "Non-U.S. equity securities," the prospectus
discloses that the Fund may invest in non-U.S. government and supranational
organization securities. Please disclose the type of equity securities these
institutions issue and in which the Fund intends to invest. Alternatively,
revise the disclosure and heading to specify the debt securities in which the
Fund intends to invest. Please disclose how the adviser and subadviser analyze
foreign securities in which the Fund may invest.

Response: The heading and related disclosure has been revised to encompass the
Fund's investments in all non-U.S. securities. The Fund may invest up to 30% of
its total assets in securities of non-U.S. issuers, including both equity and
debt securities. We note that the above referenced entities do not issue equity
securities. Additional information regarding the Fund's investments in debt
securities is currently disclosed in the section, "Non-principal investment
strategies and related risks." Since the adviser and subadviser analyze foreign
securities in the same manner as other securities as currently disclosed in the
prospectus, we believe additional disclosure is not necessary.

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Securities and Exchange Commission
February __, 2005
Page 3

Comment 8. The prospectus discloses that the Fund may at times invest more than
25 percent of its assets in a market segment which, based on the disclosure, is
a group of related industries. The staff takes the position that a fund with an
intention to invest more than 25 percent or more of its assets in a group of
related industries should have a concentration policy consistent with that
intention. If applicable, please revise the disclosure and concentration policy.

Response: As has previously been discussed with the staff, the disclosure
relates to the fact that more than 25% of the Fund's assets may be invested a
market segment. A market segment is not equivalent to a group of related
industries. The Fund believes that its policies and disclosure are consistent
with published staff guidelines on concentration.

The Fund's Past Performance

Comment 9.  Please conform the Fund's past performance presentation to one that
is consistent with the views expressed in Quest for Value Dual Purpose Fund,
Inc. (pub. avail. Feb. 28, 1997).  In this regard, disclose that the
performance of the predecessor fund has been restated to reflect all of the
Fund's expenses, and supplementally confirm that the presentation does not give
effect to any fee waivers or expense reimbursement arrangements.

Response: The referenced disclosure has been conformed to that recently reviewed
by the staff in filings by Pioneer Series Trust II. The prior performance has
only been adjusted for sales loads.

Fee Table

Comment 10. Pioneer has contractually agreed to limit the expenses of Class A to
1.25% of the average daily net assets. Footnote 3 discloses that the expenses of
Class B shares and Class C shares will be reduced "only to the extent such
expenses are reduced for Class A shares." Supplementally confirm to the staff
that the advisory, custody and other expenses related to management of the Fund,
on a pre- and post-waiver basis, will be the same among all the classes of the
Fund, including Class Y offered in a separate prospectus.

Response: The Fund's expense limitation agreement with Pioneer has been revised
so that each Class will have its own specific cap. The expense limitation
arrangements of the Pioneer Funds have been discussed with the staff on numerous
occasions and the staff has been provided with the requested supplemental
statement. As the other Pioneer Funds have stated in the past, fund-wide expense
are waived in equal amounts among the various classes of the Fund.
Class-specific expenses, such as Rule 12b-1 and transfer agency expenses, may be
waived on a differential basis.

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Securities and Exchange Commission
February __, 2005
Page 4

Non-principal investment strategies

Comment 11. Specify the Fund's goal that is being referred to in the first
sentence of the second paragraph.

Response:     We believe that the sentence in its context clearly refers to the
Fund's investment objectives.

Comment 12. The Fund intends to invest significantly in debt securities. Please
disclose how the Fund will obtain capital appreciation from the debt securities
in which it invests.

Response: The Fund may not invest more than 10% of its total assets in debt
securities of U.S. and non-U.S. corporate and government issuers. The disclosure
states the reasons why the Fund may purchase debt securities, one of which is
capital appreciation. If the market price of the debt security increases while
it is held by the Fund, this will generate capital appreciation. Notwithstanding
the staff's comment, we believe that this basic concept of investing is so well
understood by investors that additional disclosure is not warranted. The
disclosure also states that the Fund invests in debt securities when the
investment adviser believes such investments are consistent with the Fund's
investments objectives of capital appreciation and current income, to diversify
the Fund's portfolio or for greater liquidity. (emphasis added) We believe that
this disclosure provides investors with sufficient information regarding the
circumstances under which and the rationale for the Fund's ability to invest in
debt securities.

Cash management and temporary investments

Comment 13. Specify the Fund's investment objective that is being referred to in
the first sentence.

Response:  The typographical error has been corrected.

Derivatives

Comment 14. According to the prospectus, the Fund will generally limit its
investments in derivatives to hedging. Yet, the next sentence discloses that the
Fund may also invest in derivatives for speculative purposes. Please reconcile
these two statements.

Response: The Pioneer Funds have on numerous occasions responded to this same
comment. The two statements are not inconsistent. The Fund generally limits its
use of derivatives to hedging; however, on occasion the Fund may use derivatives
for purposes that investors or the staff may consider for speculative purposes.

Management

Comment 15. Please disclose in the prospectus the subadviser's compensation.

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Securities and Exchange Commission
February __, 2005
Page 5

Response: The sub-adviser's compensation is disclosed in the Fund's Statement of
Additional Information ("SAI"). Since that fee is not an expense of the Fund, we
believe that it is more appropriate to disclose this information in the Fund's
SAI than the prospectus.

Exchanging Shares

Comment 16. Please combine the disclosure appearing under the headings
"Exchanging Shares" and "Exchange Limitation" with the disclosure appearing
under the heading "Exchanging."

Response: The Fund believes that the presentation layout of these sections is
appropriate and enhances shareholder understanding. It is possible that the
staff may have come to a different conclusion based upon the EDGAR format. In
the printed format, these sections appear in a single column entitled
"Exchanging."

Back Cover Page

Comment 17.  Delete the statement "[t]his is not part of the prospectus."

Response:  Accepted.

Statement of Additional Information ("SAI")

General

Comment 18. Provide the information called for by Item 11(f) of Form N-1A.

Response:  Accepted.  We note that the staff of the Commission has reviewed and
commented on the section titled, "Disclosure of Portfolio Holdings," with
respect to the Fund's registration statement on Form N-14 (File No. 333-120225).

Investments in Initial Public Offerings

Comment 19. Supplementally confirm that investments in initial public offerings
are not a principal investment strategy of the Fund. In the alternative, provide
appropriate prospectus disclosure.

Response: On behalf of the Fund, we confirm that investments in initial public
offerings are not a principal investment strategy.

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Securities and Exchange Commission
February __, 2005
Page 6

Portfolio Turnover

Comment 20. The disclosure indicates that the Fund's annual portfolio turnover
rate may exceed 100%. Supplementally indicate the level of annual portfolio
turnover that the Fund is generally expected to experience.

Response: The portfolio turnover rate of Cullen Value Fund, the Fund's
predecessor, was 69%, 70% and 44% for the fiscal years ended June 30, 2004, 2003
and 2002, respectively. No change in investment approach that may materially
increase the expense ratio is currently anticipated.

Fundamental Investment Restrictions

Comment 21. Disclose whether the Fund's investment objectives are fundamental.

Response: The SAI currently states that the investment objectives are
fundamental.

Comment 22. Revise the eighth enumerated investment restriction to indicate that
the Fund "will" rely upon available industry classifications and supplementally
identify the industry classifications upon which it will rely.

Response:  Accepted.  As the staff has been advised on numerous previous
occasions, the Pioneer family of funds employs the MSCI classification system.

Expense Limit

Comment 23. The discussion indicates that, under certain circumstances, Pioneer
may recover from the Fund fees that it previously waived or expenses for which
it previously reimbursed the Fund. However, the Fund's fee table is silent on
this point. Please reconcile.

Response: Accepted. The disclosure in the SAI regarding reimbursement has been
deleted since the Fund is not obligated to reimburse any previously waived
expenses. See also the response to Comment 10.

Portfolio Transactions

Comment 24. Supplementally confirm that the fees and expenses that are the
subject of the agreements described in the fourth paragraph are reflected in the
"Total Annual Fund Operating Expenses" line item of the fee table on a
grossed-up (that is, pre-offset) basis.

Response:  A footnote regarding these arrangements has been added to the expense
table.

<PAGE>

Securities and Exchange Commission
February __, 2005
Page 7

Tax Status

Comment 25. Page 1 of the prospectus indicates that the Fund may invest in
REITs. Describe the extent to which dividends distributed by REITs qualify for
"the maximum 15% U.S. federal income tax rate on dividends."

Response:  Accepted.

Exhibits

Comment 26.  File the subadvisory agreement between Pioneer Investment
Management, Inc. and Cullen Capital Management LLC as an exhibit to the
registration statement.

Response:  Accepted.

         The staff's comments and the Trust's responses are reflected in the
enclosed pre-effective amendment no. 1 to the Trust's Registration Statement.
The persons specified in Section 6(a) of the Securities Act of 1933, as amended
(the "1933 Act") have signed the Registration Statement on behalf of the Trust
and, pursuant to Rule 302 of Regulation S-T, the Trust will retain a manually
executed copy of the Registration Statement. The electronic copy of the
Registration Statement contains conformed signatures. Pursuant to Rule 310 under
Regulation S-T, tags have been inserted before and after paragraphs in the
Registration Statement that contain revised disclosure.

         In accordance with Rule 461 under the 1933 Act, the Trust hereby
requests acceleration of the effective date of the Registration Statement to
Wednesday, February 9, 2005 at 5:00 p.m. (EST). We have been advised that the
Trust is aware of its obligations under the 1933 Act. The Trust would greatly
appreciate any assistance that the staff of the Commission can prov