UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

x

Rule 13d-1(b)

o

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP Nos. 09254E202, 09254E301, 09254E400, 09254E509, 09254E608, 09254E707, 09254E806, 09254E889, 09254E871

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Royal Bank of Canada

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
Canada

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
770

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
770

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
770

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.4%

12.

Type of Reporting Person (See Instructions)
HC

CUSIP Nos. 09254E202, 09254E301, 09254E400, 09254E509, 09254E608, 09254E707, 09254E806, 09254E889, 09254E871

1.

Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RBC Capital Markets, LLC(1)

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

5.

Citizenship or Place of Organization
Minnesota

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
770

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
770

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
770

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
5.4%

12.

Type of Reporting Person (See Instructions)
BD

Item 1.

(a)

Name of Issuer
BlackRock MuniYield Quality Fund III, Inc.

(b)

Address of Issuer’s Principal Executive Offices
100 Bellevue Parkway

Wilmington, Delaware 19809

Item 2.

(a)

Name of Person Filing
1.    Royal Bank of Canada

2.    RBC Capital Markets, LLC

(b)

Address of Principal Business Office or, if none, Residence
1.    200 Bay Street

       Toronto, Ontario M5J 2J5

       Canada

2.    3 World Financial Center

       200 Vesey Street

       New York, New York 10281

(c)

Citizenship
See Item 4 of the Cover Pages.   

(d)

Title of Class of Securities
Auction Rate Preferred Stock

(e)

CUSIP Numbers
09254E202, 09254E301, 09254E400, 09254E509, 09254E608, 09254E707, 09254E806, 09254E889, 09254E871

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the persons filing are:

(a)

x

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

x

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);

(k)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

The number of shares reported herein represents combined holdings in multiple series of auction rate preferred securities of the issuer, which are treated herein as one class of securities pursuant to the Securities and Exchange Commission’s Auction Rate Securities Global Exemptive Relief no-action letter issued on September 22, 2008.

(a)

Amount beneficially owned:   

See Item 9 of the Cover Pages.

(b)

Percent of class:   

See Item 11 of the Cover Pages.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote   

See Item 5 of the Cover Pages.

(ii)

Shared power to vote or to direct the vote    

See Item 6 of the Cover Pages.

(iii)

Sole power to dispose or to direct the disposition of   

See Item 7 of the Cover Pages.

(iv)

Shared power to dispose or to direct the disposition of   

See Item 8 of the Cover Pages.

Instruction:  For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following   o

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

RBC Capital Markets, LLC is an indirectly wholly owned subsidiary of Royal Bank of Canada.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated: February 10, 2011

ROYAL BANK OF CANADA

/s/ Tom Smee

Signature

Tom Smee/Senior Vice President

Name/Title

/s/ Carol Ann Bartlett

Signature

Carol Ann Bartlett/Senior Vice President

Name/Title

RBC CAPITAL MARKETS, LLC

*/s/ John Penn

Signature

John Penn/Authorized Signatory

Name/Title

Exhibit No.

Exhibit

99.1

Joint Filing Agreement