UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

Pursuant  to  Section  13  or  15(d)  of  the  Securities  Exchange Act of 1934.

                                October 25, 2002
                Date of Report (Date of earliest event reported)

                        Commission file number 333-75044
                        --------------------------------

                               WENTWORTH III, INC.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       84-1588927
(State  or  other  jurisdiction  of     (I.R.S.  Employer  Identification  No.)
incorporation  or  organization)

              650 South Cherry Street, Suite 420, Denver, CO, 80246
              -----------------------------------------------------
              (Address of principal executive offices)  (Zip Code)

                                 (303) 320-1870
                                 --------------
              (Registrant's telephone number, including area code)


Item  4.  Changes  in  Registrant's  Certifying  Accountant.

     (a)  On  October  25,  2002,  Wentworth III, Inc. (the "Company") ended the
engagement  of  Goldstein Golub Kessler LLP ("GGK") as its independent certified
public  accountants.  The decision was approved by the Board of Directors of the
Company.

There  was  no  disagreement  with GGK on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement,  if not resolved to the satisfaction of GGK, would have caused GGK
to  make  reference  to  the  subject of that disagreement in its reports on the
Company's  financial  statements.

The  Company  requested  that  GGK  furnish  it  with  a letter addressed to the
Securities  and Exchange Commission (the "SEC") stating whether or not it agrees
with  the  Company's  statements  in  this  Item  4  (a).  A  copy of the letter
furnished  by  GGK in response to that request, dated October 31, 2002, is filed
as  Exhibit  16.1  to  this  Form  8-K.



     (b) On October 30, 2002, Hein & Associates, LLP ("Hein") was engaged as the
Company's  new  independent accountants. During the two most recent fiscal years
and  the  interim  period  preceding the engagement of Hein, the Company has not
consulted  with  Hein  regarding  either:  (1)  the  application  of  accounting
principles to a specified transaction, either completed or proposed, or the type
of  audit  opinion that might be rendered on the Company's financial statements;
or  (11)  any  matter  that  was  either  the subject of a disagreement or event
identified  in  paragraph  (a)  (1)  (iv)  of  Item  304  of  Regulation  S-B.

Item  7.  FINANCIAL  STATEMENTS,  PRO  FORMA  FINANCIAL INFORMATION AND EXHIBITS

     (c)  Exhibits:

     The  following  exhibits  are  filed  as  part  of  this  report:

Exhibit  Number     Description
---------------     -----------
16.1     Letter  from Goldstein Golub Kessler LLP regarding change in certifying
accountant.


                                   SIGNATURES
                                   ----------

     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.

                              Wentworth  III,  Inc.
                              ---------------------
                              (Registrant)

                              By:  /s/ Kevin R. Keating
                                   --------------------------------------
                                   Kevin  R.  Keating
                                   Chairman  &  Chief  Executive  Officer


                    EXHIBIT  INDEX
                    --------------

Exhibit  No.          Document
------------          --------
16.1     Letter  from  Goldstein  Golub  Kessler  LLP  dated  October  31,  2002
regarding  change  in  certifying  accountant.