Interim Management Statement

    Interim Management Statement
             



Octopus Eclipse VCT 3 plc ("Eclipse 3" or "Fund")

10 December 2008

Interim Management Statement
For the period from 1 September 2008 to 30 November 2008

In accordance with Rule 4.3 of the UK Listing Authority's Disclosure
and Transparency rules, Octopus Eclipse VCT 3 plc presents an Interim
Management Statement for the period 1 September 2008 to 30 November
2008.  The statement also includes relevant financial information
between the end of the period and the date of this statement.

Financial highlights

                                     Three months ended Year ended 31
                                       30 November 2008   August 2008

Total net assets (£'000s)                        21,606        23,002
Net asset value per share ("NAV")                 73.5p         78.0p
Net revenue return after tax
(£'000s)                                             20           110
Share price                                       62.0p         53.0p
Cumulative dividend - paid and
proposed since launch                              3.2p          3.2p


Investment performance
The unaudited net asset value ("NAV") per share at 30 November 2008
was 73.5p compared to a year-end NAV at 31 August 2008 of 78.0p.  The
fall in NAV has arisen due to the current economic environment, which
has induced a significant decline in asset values overall. This
reflects a generally cautious view of the valuations of unquoted
investments. Since the year end, the AIM market has continued to
fall. This has affected the Fund's AIM portfolio which has also
fallen in value. We expect to see a recovery in the Fund's NAV when
stability returns to the financial markets, though this may be some
time.

Taking a closer look at the portfolio, it is disappointing to have to
report that a 50% value impairment has been made to Lilestone
Holdings Limited. The impairment was a result of continued weakening
in trading due to the impact of the consumer downturn.

It is worth noting that, whilst valuations across the portfolio have
been carefully evaluated, several investments have made significant
underlying progress during the period, including Audio Visual
Machines Limited, CSL Dualcom Limited, Promotion Space Limited and
Hydrobolt Limited.  In the longer term these should lead to positive
returns for Eclipse 3, allowing for the payment of more significant
dividends.

Investment Activity
Since 31 August 2008, there has been little activity within either
the AIM market or the unquoted portfolio.

There was further investment into The History Press Limited of £137k
to support the working capital needs of the company during the peak
selling season.

By value, the portfolio was approximately 62% invested in unquoted
companies and 10% invested in AIM-quoted companies, with the balance
invested in money market securities and cash.

Ten largest qualifying holdings

Company                 Investment class Carrying value Percentage of
                                                  £'000   net assets
The History Press
Limited                         Unquoted          1,809          8.4%
Promotion Space Limited         Unquoted          1,678          7.8%
Sweet Cred Holdings
Limited                         Unquoted          1,677          7.8%
Hydrobolt Limited               Unquoted          1,396          6.5%
CSL Dualcom Limited             Unquoted          1,352          6.3%
Bruce Dunlop &
Associates
International Limited           Unquoted          1,250          5.8%
Tristar Worldwide
Limited                         Unquoted          1,000          4.6%
Vulcan Services Limited         Unquoted          1,000          4.6%
Audio Visual Machines
Limited                         Unquoted            928          4.3%
T4 Holdings Limited             Unquoted            653          3.0%


Pipeline
The next few months will continue to be particularly challenging for
many businesses, with the impact of the credit crunch flowing through
all markets and an expected worsening of the economic environment.
Inevitably this will impact the portfolio. Experience of previous
recessionary periods shows that further financial support for
existing investments has to be considered very carefully, and is
dependent on having a strong business model and exceptional
management team.

Dividends
The final dividend of 1.5p per share for the year ended 31 August
2008 was approved by shareholders at the annual general meeting held
on 9 December 2008. This will be paid on 5 January 2009 to those
shareholders who were on the register on 5 December 2008.

Investment objective
Eclipse 3 invests in a diversified portfolio of unquoted and
AIM-quoted UK companies with the strategy focussing on the delivery
of absolute returns and a regular tax-free dividend stream for
investors where possible.

Material events and transactions
The Fund's Board is not aware of any other significant event or
transaction which has occurred between the 1 December 2008 and the
date of publication of this statement which would have a material
impact on the financial position on the Fund, and has not been
detailed above.

For consistency across the Octopus funds, Eclipse 3 was renamed
Octopus Eclipse VCT 3 plc. This was approved by shareholders at the
annual general meeting held on 9 December 2008.


For further information please contact:
Chris Allner - Fund Manager
Octopus Investments Limited - 020 7710 2800

ENDS

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