United States securities and exchange commission logo

                             March 11, 2021

       Erik Anderson
       Chief Executive Officer
       Decarbonization Plus Acquisition Corp III
       2744 Sand Hill Road
       Menlo Park, CA 94025

                                                        Re: Decarbonization
Plus Acquisition Corp III
Statement on Form S-1
                                                            Filed February 12,
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed March 1, 2021

       Dear Mr. Anderson:

             We have reviewed your amended registration statement and have the
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-1 filed February 12, 2021 and Form S-1/A filed March 1, 2021


   1.                                                   We note that you have
granted the underwriters an over-allotment option to purchase up
                                                        to an additional
5,250,000 units, which consist of 5,250,000 shares of Class A common
                                                        stock and 1,000,000
warrants, as disclosed in Note 2 to the fee table. However, it appears
                                                        that the number of
warrants here appears incorrect, based upon your disclosure elsewhere
                                                        that each unit consists
of one share of your Class A common stock and one-third of one
                                                        warrant. Please revise
or advise.
 Erik Anderson
FirstName  LastNameErik Anderson
Decarbonization Plus Acquisition Corp III
March      NameDecarbonization Plus Acquisition Corp III
       11, 2021
March2 11, 2021 Page 2
FirstName LastName
Dilution, page 70

2.       Please revise to disclose the immediate dilution to public
stockholders from this offering.
         Refer to Item 506(c) of Regulation S-K.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

        You may contact Michael Henderson, Staff Accountant, at (202) 551-3364
or Robert
Klein, Staff Accountant, at (202) 551-3847 if you have questions regarding
comments on the
financial statements and related matters. Please contact David Lin, Staff
Attorney, at (202) 551-
3552 or Sandra Hunter Berkheimer, Legal Branch Chief, at (202) 551-3758 with
any other


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