This paper describes the design and testing of the Series III (S3) Alkali Metal Thermal to Electric Converter (AMTEC) cell which is capable of high efficiency (15--25%) and high power density (100--150 W/kg). Compared to the Series 2 cell which is being developed primarily for space power systems, the Series III cell design provides a significantly higher beta{double_prime}-alumina solid electrolyte (BASE) tube packing density around the heat source thereby increasing cell power and minimizing heat loss. The prototype S3 cell will have 96 BASE tubes and is expected to produce about 150 We. In this cell design the BASE tube assemblies are mounted on a cylindrical tube support plate. The BASE tubes are arranged like spokes on a wheel. The inner cylinder, concentric to the tube support plate, is the hot side of the cell and the outer cylinder is the condenser. Since the prototype S3 cell will be the first of its kind, an engineering cell with same dimensions as the prototype but with 24 BASE tubes was built first. The purpose of this cell was to identify and resolve structural, thermal, manufacturing and sodium management issues before launching into the build of a complete 96 BASE tube cell. The engineering cell has been successfully built and tested. The data of the engineering cells have been used to calibrate the SINDA/FLUINT code to predict the prototype cell performance more accurately. The build of the prototype 96 BASE tube cells is now in progress. This paper presents the design and development of the prototype S3 cell. The fabrication and testing of the first S3 engineering cell is discussed next. Based on the test data of the engineering cell, the anticipated thermal performance of the prototype cells predicted by the calibrated SINDA model are also presented.