No. 3 in D minor, HWV 428

The suite begins with a pair of movements, a Prelude and a Fugue, followed by dance movements. The Prelude and the first two dance movements are new compositions intended for publication.

The Prelude is of the same type as No. 1, where ornamental figures unfold according to harmonic changes, but in No. 3, a sense of meter is maintained. The patterned up-and-down motion of the ornamental figures is varied by differences in rhythm.

The second movement, the Fugue, is believed to have been completed in 1718, based on the autograph manuscript. The notated dotted rhythms in the subject can be interpreted as requiring notes inégales. The subject later appears in inversion, but notably, the descending seventh scale, which appears early in the episodes, is utilized throughout the movement.

The four-voice Allemande is influenced by the Italian style. In the first half, it modulates to the dominant key and concludes on a major triad. In the second half, the tonic key returns after passing through the dominant, the relative major, and the subdominant. In the latter half, a motive consisting of stepwise motion, including a stagnation on the same note, is diversely utilized: sometimes with ornamentation (m. 15), sometimes in an inner voice (m. 16), and then again in the upper voice.

The Courante's 3/4 meter and the consistent eighth-note rhythm, filled out by multiple voices, reflect characteristics of the Italian style. The polyphonic voice treatment, including motivic inversion and alternation between voices, is also noteworthy.

In place of the Sarabande, there is an Air in binary form and five Doubles, which are its variations. In Doubles 1 to 3, the melodic line of the Air is ornamented with sixteenth notes, and each voice alternates its voice leading with each variation. Double 4 is a variation in 8/12 meter, and Double 5 is a rhythmic variation of the melody. This movement is a revised version of a variation-form movement from another suite, HWV 449.

The final movement, the Gigue, is a revised version of a keyboard arrangement of the overture to the opera Il pastor fido (The Faithful Shepherd), premiered in 1712. As in this movement, gigues were sometimes marked Presto. Although there are dotted rhythms and voice alternations in places, the overall strong inclination towards the Italian style is evident from the regular eighth-note rhythm that pervades almost the entire movement and the scarcity of imitation.