UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                          ----------------------------

                                    FORM 10-Q

(Mark One)
[ X ]    QUARTERLY  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2000

                                       OR

[ ]      TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE  SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from_______________ to ____________

                         Commission file number: 0-19217


                     American Tax Credit Properties III L.P.
                     ---------------------------------------
             (Exact name of Registrant as specified in its charter)

         Delaware                                                13-3545006
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)

Richman Tax Credit Properties III L.P.
599 West Putnam Avenue, 3rd Floor
Greenwich, Connecticut                                             06830
---------------------------------------                          ----------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:  (203) 869-0900

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required to file such reports),  and (2) has been subject to filing requirements
for the past 90 days.
Yes [X]   No__

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

                         PART I - FINANCIAL INFORMATION


       Item 1. Financial Statements


       Table of Contents                                                   Page

       Balance Sheets.......................................................3

       Statements of Operations.............................................4

       Statements of Cash Flows.............................................5

       Notes to Financial Statements........................................7


                                       2


<PAGE>

<TABLE>
<CAPTION>
                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                                 BALANCE SHEETS
                                   (UNAUDITED)

                                                                                 June 29,            March 30,
                                                                    Notes         2000                 2000
                                                                    -----         ----                 ----
   ASSETS

<S>                                                                 <C>       <C>                  <C>
   Cash and cash equivalents                                                  $     879,364       $     873,709
   Investments in bonds                                               2           2,469,867           2,452,950
   Investment in local partnerships                                   3           4,028,977           4,236,668
   Interest receivable                                                               27,484              16,628
                                                                              -------------       -------------
                                                                              $   7,405,692       $   7,579,955
                                                                              =============       ==============
   LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

   Liabilities

      Accounts payable and accrued expenses                                   $   1,193,338       $   1,181,877
      Payable to general partner                                                  1,332,650           1,246,404
      Other                                                                           6,950               6,950
                                                                              -------------       -------------

                                                                                  2,532,938           2,435,231
                                                                              -------------       -------------

   Commitment and contingencies                                       3

   Partners' equity (deficit)

      General partner                                                              (265,565)           (262,775)
      Limited partners (35,883 units of limited partnership
        interest outstanding)                                                     5,238,706           5,514,902
      Accumulated other comprehensive loss, net                       2            (100,387)           (107,403)
                                                                              -------------       -------------

                                                                                  4,872,754           5,144,724
                                                                              -------------       -------------

                                                                              $   7,405,692       $    7,579,955
                                                                              =============       ==============


                       See Notes to Financial Statements.
</TABLE>


                                       3

<PAGE>
<TABLE>
<CAPTION>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 2000 AND 1999
                                   (UNAUDITED)

                                                                            Notes         2000                 1999
                                                                            -----         ----                 ----
   REVENUE

<S>                                                                                  <C>                   <C>
   Interest                                                                          $    57,178           $  56,766
   Other income from local partnerships                                                                        4,172
                                                                                     -----------           ---------

   TOTAL REVENUE                                                                          57,178              60,938
                                                                                     -----------           ---------

   EXPENSES

   Administration fees                                                                    57,643              57,643
   Management fees                                                                        57,643              57,643
   Professional fees                                                                      10,171               6,355
   Printing, postage and other                                                             4,456               5,908
                                                                                     -----------           ---------

   TOTAL EXPENSES                                                                        129,913             127,549
                                                                                     -----------           ---------

   Loss from operations                                                                  (72,735)            (66,611)

   Equity in loss of investment in local partnerships                         3         (206,251)           (407,294)
                                                                                     -----------           ---------

   NET LOSS                                                                             (278,986)           (473,905)

   Other comprehensive income (loss)                                          2            7,016             (81,297)
                                                                                     -----------           ---------

   COMPREHENSIVE LOSS                                                                  $(271,970)          $(555,202)
                                                                                     ===========           =========
   NET LOSS ATTRIBUTABLE TO

      General partner                                                                $    (2,789)          $  (4,739)
      Limited partners                                                                  (276,197)           (469,166)
                                                                                     -----------           ---------

                                                                                     $  (278,986)          $(473,905)
                                                                                     ===========           =========
   NET LOSS per unit of limited partnership interest (35,883 units of
      limited partnership interest)                                                  $     (7.97)          $  (13.07)
                                                                                     ===========           =========

                       See Notes to Financial Statements.
</TABLE>

                                       4

<PAGE>
<TABLE>
<CAPTION>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 2000 AND 1999
                                   (UNAUDITED)

                                                                               2000                 1999
                                                                               ----                 ----
      CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                        <C>                 <C>
      Interest received                                                    $    26,981         $     30,299
      Cash paid for
           administration fees                                                 (4,050)              (25,000)
           management fees                                                    (25,000)              (25,000)
           printing, postage and other expenses                                (3,156)                 (206)
                                                                           ----------          ------------
      Net cash used in operating activities                                    (5,225)              (19,907)
                                                                           ----------          ------------

      CASH FLOWS FROM INVESTING ACTIVITIES

      Cash distributions and other income from local partnerships               1,440                16,172
      Maturity/redemption of bonds                                              9,440               195,901
                                                                           ----------          ------------

      Net cash provided by investing activities                                10,880               212,073
                                                                           ----------          ------------

      Net increase in cash and cash equivalents                                 5,655               192,166

      Cash and cash equivalents at beginning of period                        873,709               567,613
                                                                           ----------          ------------

      CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $  879,364          $    759,779
                                                                           ==========          ============

      SIGNIFICANT NON-CASH INVESTING ACTIVITIES

      Unrealized gain (loss) on investments in bonds, net                 $     7,016          $    (81,297)
                                                                           ==========          ============
</TABLE>

    See  reconciliation of net loss to net cash used in operating  activities on
page 6.


                       See Notes to Financial Statements.


                                       5

<PAGE>
<TABLE>
<CAPTION>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                     STATEMENTS OF CASH FLOWS - (continued)
                    THREE MONTHS ENDED JUNE 29, 2000 AND 1999
                                   (UNAUDITED)

                                                                                       2000               1999
                                                                                       ----               ----
   RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING ACTIVITIES

<S>                                                                                <C>                <C>
   Net loss                                                                        $(278,986)         $ (473,905)

   Adjustments to reconcile net loss to net cash used in operating activities

      Equity in loss of investment in local partnerships                             206,251             407,294
      Distributions from local partnerships classified as other income                                    (4,172)
      Amortization of net premium on investments in bonds                              2,222               3,342
      Accretion of zero coupon bonds                                                 (21,564)            (21,564)
      Increase in interest receivable                                                (10,855)             (8,245)
      Increase in payable to general partner                                          86,246              32,643
      Increase in accounts payable and accrued expenses                               11,461              44,700
                                                                                   ---------          ----------
   NET CASH USED IN OPERATING ACTIVITIES                                           $  (5,225)         $  (19,907)
                                                                                   =========          ==========


                       See Notes to Financial Statements.

</TABLE>

                                       6

<PAGE>


                    AMERICAN TAX CREDIT PROPERTIES III, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 2000
                                   (UNAUDITED)


1.   Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information.  They do not include all  information and footnotes
     required by generally accepted accounting principles for complete financial
     statements.  The results of operations  are impacted  significantly  by the
     combined  results  of  operations  of the  Local  Partnerships,  which  are
     provided by the Local  Partnerships  on an unaudited  basis during  interim
     periods.  Accordingly,  the accompanying financial statements are dependent
     on such unaudited  information.  In the opinion of the General Partner, the
     financial  statements  include all adjustments  necessary to present fairly
     the  financial  position as of June 29, 2000 and the results of  operations
     and cash flows for the interim periods presented.  All adjustments are of a
     normal  recurring  nature.  The results of operations  for the three months
     ended June 29, 2000 are not necessarily  indicative of the results that may
     be expected for the entire year.


2.   Investments in Bonds

     As of June 29, 2000, certain information concerning investments in bonds is
as follows:
<TABLE>
<CAPTION>

                                                                       Gross              Gross
                                                   Amortized         unrealized        unrealized         Estimated
     Description and maturity                        cost              gains             losses           fair value
     ------------------------                        ----              -----             ------           ----------

     Corporate debt securities
<S>                                              <C>               <C>                <C>               <C>
        Within one year                          $      151,667    $         --       $         (277)   $      151,390
        After one year through five years               302,582              --               (3,827)          298,755
        After five years through ten years              703,923             1,668            (27,801)          677,970
        After ten years                                 211,533              --               (7,478)          204,055
                                                  -------------     -------------     --------------    --------------

                                                      1,369,705             1,668            (39,384)        1,331,990
                                                  -------------     -------------     --------------    --------------
     U.S. Treasury debt securities
        After five years through ten years            1,200,550              --              (62,673)        1,137,877
                                                  -------------     -------------     --------------    --------------
                                                  $   2,570,255     $       1,668     $     (102,057)   $    2,469,867
                                                  =============     =============     ==============    ==============
</TABLE>


                                       7

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships

     The Partnership  owns limited  partnership  interests in forty-three  Local
     Partnerships  representing capital contributions in the aggregate amount of
     $29,264,476,  all of which have been paid. As of March 31, 2000,  the Local
     Partnerships have outstanding mortgage loans payable totaling approximately
     $85,643,000   and  accrued   interest   payable  on  such  loans   totaling
     approximately $2,919,000, which are secured by security interests and liens
     common to mortgage loans on the Local Partnerships' real property and other
     assets.

     For the  three  months  ended  June  29,  2000,  the  investment  in  Local
Partnerships activity consists of the following:

       Investment in local partnerships as of March 30, 2000     $  4,236,668

       Equity in loss of investment in local partnerships            (206,251)*

       Cash distributions received from Local Partnerships             (1,440)
                                                                -------------
       Investment in local partnerships as of June 29, 2000      $  4,028,977


     * Equity in loss of  investment  in local  partnerships  is  limited to the
       Partnership's investment balance in each Local Partnership; any excess is
       applied to other  partners'  capital in any such Local  Partnership.  The
       amount of such  excess  losses  applied to other  partners'  capital  was
       $733,674  for the three  months  ended March 31, 2000 as reflected in the
       combined  statement of  operations  of the Local  Partnerships  reflected
       herein Note 3.

     The combined unaudited balance sheets of the Local Partnerships as of March
     31, 2000 and  December 31, 1999 and the combined  unaudited  statements  of
     operations of the Local  Partnerships  for the three months ended March 31,
     2000 and 1999 are reflected on pages 9 and 10, respectively.


                                       8

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined balance sheets of the Local  Partnerships as of March 31, 2000
and December 31, 1999 are as follows:
<TABLE>
<CAPTION>

                                                                                  March 31,         December 31,
                                                                                    2000                1999
                                                                                    ----                ----
    ASSETS
<S>                                                                          <C>                 <C>
    Cash and cash equivalents                                                $    1,304,728      $    1,515,733
    Rents receivable                                                                350,517             415,459
    Escrow deposits and reserves                                                  4,811,221           4,772,669
    Land                                                                          3,910,215           3,910,215
    Buildings and improvements (net of accumulated
      depreciation of $36,034,710 and $35,035,895)                               77,443,064          78,393,812
    Intangible assets (net of accumulated amortization of
      $491,622 and $490,393)                                                        660,371             670,822
    Other                                                                         1,023,698             845,257
                                                                              -------------       -------------

                                                                              $  89,503,814       $  90,523,967
                                                                              =============       =============
    LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

    Liabilities

      Accounts payable and accrued expenses                                        $786,694            $599,251
      Due to related parties                                                      4,916,396           5,028,110
      Mortgage loans                                                             85,643,036          85,793,473
      Notes payable                                                                  12,301              16,893
      Accrued interest                                                            2,919,968           2,826,511
      Other                                                                         890,698             866,170
                                                                              -------------       -------------

                                                                                 95,169,093          95,130,408
                                                                              -------------       -------------
    Partners' equity (deficit)

      American Tax Credit Properties III L.P.
         Capital contributions, net of distributions                             28,941,729          28,965,604
         Cumulative loss                                                        (24,751,533)        (24,515,282)
                                                                              -------------       -------------

                                                                                  4,190,196           4,450,322
                                                                              -------------       -------------

      General partners and other limited partners, including ATCP II
         Capital contributions, net of distributions                               (234,015)           (199,479)
         Cumulative loss                                                         (9,621,460)         (8,857,284)
                                                                              -------------       -------------

                                                                                 (9,855,475)         (9,056,763)
                                                                              -------------       -------------

                                                                                 (5,665,279)         (4,606,441)
                                                                              -------------       -------------
                                                                              $  89,503,814       $  90,523,967
                                                                              =============       =============
</TABLE>

                                       9

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2000
                                   (UNAUDITED)


3.   Investment in Local Partnerships (continued)

     The combined  statements of operations  of the Local  Partnerships  for the
     three months ended March 31, 2000 and 1999 are as follows:
<TABLE>
<CAPTION>

                                                                          2000                1999
                                                                          ----                ----
    REVENUE

<S>                                                                   <C>                 <C>
    Rental                                                            $   2,660,893       $   2,694,711
    Interest and other                                                       74,085              77,144
                                                                      -------------        ------------

    Total Revenue                                                         2,734,978           2,771,855
                                                                      -------------        ------------

    EXPENSES

    Administrative                                                          565,451             497,760
    Utilities                                                               318,916             305,931
    Operating, maintenance and other                                        708,387             589,608
    Taxes and insurance                                                     317,616             320,778
    Financial (including amortization of $10,541 and $11,448)               826,148             839,866
    Depreciation                                                            998,815           1,000,424
                                                                      -------------        ------------

    Total Expenses                                                        3,735,333           3,554,367
                                                                      -------------        ------------

    NET LOSS                                                          $  (1,000,355)      $    (782,512)
                                                                      =============       =============
    NET LOSS ATTRIBUTABLE TO

      American Tax Credit Properties III L.P.                         $    (206,251)          $(407,294)
      General partners and other limited partners, including
         ATCP II, which includes $733,674 and $326,238 of
         Partnership loss in excess of investment                          (794,104)           (375,218)
                                                                      -------------        ------------
                                                                      $  (1,000,355)       $   (782,512)
                                                                      =============        ============
</TABLE>

     The combined results of operations of the Local  Partnerships for the three
     months ended March 31, 2000 are not  necessarily  indicative of the results
     that may be expected for an entire operating period.

4.   Additional Information

     Additional  information,  including  the audited  March 30, 2000  Financial
     Statements  and  the  Organization,  Purpose  and  Summary  of  Significant
     Accounting Policies, is included in the Partnership's Annual Report on Form
     10-K for the fiscal year ended  March 30, 2000 on file with the  Securities
     and Exchange Commission.


                                       10

<PAGE>


                     AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Material Changes in Financial Condition

As of June 29, 2000,  American Tax Credit Properties III L.P. (the "Registrant")
has not experienced a significant  change in financial  condition as compared to
March  30,  2000.   Principal  changes  in  assets  are  comprised  of  periodic
transactions  and adjustments and anticipated  equity in loss from operations of
the  local  partnerships  (the  "Local   Partnerships")   which  own  low-income
multifamily  residential  complexes  (the  "Properties")  which  qualify for the
low-income tax credit in accordance with Section 42 of the Internal Revenue Code
(the  "Low-income  Tax  Credit").  During the three  months ended June 29, 2000,
Registrant received cash from interest revenue, maturity/redemption of bonds and
distributions from local partnerships and utilized cash for operating  expenses.
Cash and cash equivalents and investments in bonds increased,  in the aggregate,
by  approximately  $23,000  during the three  months  ended June 29, 2000 (which
includes a net unrealized gain on investments in bonds of approximately  $7,000,
the amortization of net premium on investments in bonds of approximately  $2,000
and  the   accretion   of  zero   coupon   bonds  of   approximately   $22,000).
Notwithstanding  circumstances that may arise in connection with the Properties,
Registrant  does not  expect  to  realize  significant  gains or  losses  on its
investments in bonds,  if any.  During the three months ended June 29, 2000, the
investment in local partnerships decreased as a result of Registrant's equity in
the Local  Partnerships'  net loss for the three  months ended March 31, 2000 of
$206,251 and cash  distributions  received  from Local  Partnerships  of $1,440.
Accounts payable and accrued expenses includes deferred  administration  fees of
$1,136,683 and payable to general  partner  represents  deferred  management and
administration fees in the accompanying balance sheet as of June 29, 2000.

Results of Operations

Registrant's  operating  results are dependent upon the operating results of the
Local  Partnerships and are  significantly  impacted by the Local  Partnerships'
policies. In addition, the operating results herein are not necessarily the same
for tax reporting.  Registrant accounts for its investment in local partnerships
in accordance with the equity method of accounting.  Accordingly, the investment
is  carried  at cost,  which  includes  capital  contributions  payable,  and is
adjusted  for  Registrant's  share  of  each  Local  Partnership's   results  of
operations and by cash distributions received. Equity in loss of each investment
in Local  Partnership  allocated to  Registrant  is  recognized to the extent of
Registrant's  investment  balance in each Local  Partnership.  Equity in loss in
excess of Registrant's investment balance in a Local Partnership is allocated to
other partners' capital in any such Local Partnership. As a result, the reported
equity in loss of  investment in local  partnerships  is expected to decrease as
Registrant's  investment  balances in the respective Local  Partnerships  become
zero. The combined statements of operations of the Local Partnerships  reflected
in Note 3 to Registrant's  financial statements include the operating results of
all Local Partnerships, irrespective of Registrant's investment balances.

Cumulative  losses  and cash  distributions  in  excess of  investment  in Local
Partnerships  may result  from a variety  of  circumstances,  including  a Local
Partnership's  accounting  policies,   subsidy  structure,  debt  structure  and
operating deficits, among other things. Accordingly,  cumulative losses and cash
distributions  in excess of the  investment  are not  necessarily  indicative of
adverse  operating  results of a Local  Partnership.  See discussion below under
Local  Partnership  Matters  regarding  certain  Local  Partnerships   currently
operating below economic break even levels.

Registrant's  operations  for the  three  months  ended  June 29,  2000 and 1999
resulted in net losses of $278,986 and $473,905,  respectively.  The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local  partnerships of approximately  $201,000.  Other  comprehensive  income
(loss) for the three  months  ended June 29, 2000 and 1999  resulted  from a net
unrealized gain (loss) on investments in bonds  available-for-sale of $7,016 and
$(81,297), respectively.

                                       11

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

The  Local  Partnerships'  net loss of  approximately  $1,000,000  for the three
months  ended March 31,  1999 was  attributable  to rental and other  revenue of
approximately $2,735,000, exceeded by operating and interest expenses (including
interest on non-mandatory  debt) of approximately  $2,726,000 and  approximately
$1,009,000 of depreciation and amortization  expenses.  The Local  Partnerships'
net loss of approximately $783,000 for the three months ended March 31, 1999 was
attributable to rental and other revenue of approximately  $2,772,000,  exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately  $2,543,000  and  approximately  $1,012,000  of  depreciation  and
amortization  expenses.  The results of operations of the Local Partnerships for
the three  months  ended March 31, 2000 are not  necessarily  indicative  of the
results that may be expected in future periods.

Local Partnership Matters

Registrant's  primary objective is to provide  Low-income Tax Credits to limited
partners  generally over a ten year period. The relevant state tax credit agency
has allocated each of  Registrant's  Local  Partnerships an amount of Low-income
Tax Credits,  which are generally  available for a ten year period from the year
the Property is placed in service (the "Ten Year Credit  Period").  The Ten Year
Credit Period is expected to be fully exhausted by the Local  Partnerships as of
December 31, 2003. The required  holding  period of each  Property,  in order to
avoid Low-income Tax Credit  recapture,  is fifteen years from the year in which
the  Low-income  Tax Credits  commence on the last building of the Property (the
"Compliance  Period").  In  addition,  certain  of the Local  Partnerships  have
entered into agreements with the relevant state tax credit agencies  whereby the
Local  Partnerships  must maintain the low-income nature of the Properties for a
period  which  exceeds  the  Compliance  Period,  regardless  of any sale of the
Properties by the Local Partnerships after the Compliance Period. The Properties
must satisfy various requirements  including rent restrictions and tenant income
limitations  (the  "Low-income  Tax Credit  Requirements")  in order to maintain
eligibility for the recognition of the Low-income Tax Credit at all times during
the Compliance  Period.  Once a Local  Partnership  has become  eligible for the
Low-income  Tax  Credit,  it may lose such  eligibility  and  suffer an event of
recapture if its Property fails to remain in compliance  with the Low-income Tax
Credit  Requirements.  Through December 31, 1999, none of the Local Partnerships
have suffered an event of recapture of Low-income Tax Credits.

The Properties are principally  comprised of subsidized and leveraged low-income
multifamily  residential  complexes  located  throughout  the United  States and
Puerto Rico.  Many of the Local  Partnerships  receive rental subsidy  payments,
including  payments  under  Section 8 of Title II of the Housing  and  Community
Development Act of 1974 ("Section 8"). The subsidy  agreements expire at various
times during and after the Compliance Periods of the Local  Partnerships.  Since
October  1997,  the United States  Department  of Housing and Urban  Development
("HUD") has issued a series of  directives  related to project  based  Section 8
contracts that define owners'  notification  responsibilities,  advise owners of
project  based  Section 8 properties  of what their  options are  regarding  the
renewal of Section 8  contracts,  provide  guidance  and  procedures  to owners,
management agents,  contract  administrators and HUD staff concerning renewal of
Section 8 contracts,  provide  policies and procedures on setting  renewal rents
and  handling   renewal  rent  adjustments  and  provide  the  requirements  and
procedures  for  opting-out  of a Section 8 project based  contract.  Registrant
cannot  reasonably  predict  legislative  initiatives  and  governmental  budget
negotiations,  the  outcome  of  which  could  result  in a  reduction  in funds
available  for the  various  federal  and state  administered  housing  programs
including the Section 8 program.  Such changes could adversely affect the future
net  operating  income  and  debt  structure  of any or all  Local  Partnerships
currently  receiving such subsidy or similar subsidies.  One Local Partnership's
Section 8  contracts  are  currently  subject to renewal  under  applicable  HUD
guidelines.


                                       12

<PAGE>


                     AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations (continued)

The Local  Partnerships  have various  financing  structures  which  include (i)
required debt service payments  ("Mandatory Debt Service") and (ii) debt service
payments  which are payable only from  available  cash flow subject to the terms
and conditions of the notes, which may be subject to specific laws,  regulations
and agreements with appropriate federal and state agencies  ("Non-Mandatory Debt
Service or Interest").  In the event rents are not sufficient to cover operating
expenses, Mandatory Debt Service requirements and other charges, certain general
partners of the Local  Partnerships (the "Local General Partners") are obligated
to provide advances to cover deficits for a certain period of time up to certain
amounts (the "Deficit  Guarantee").  A Local General  Partner's  funding of such
Deficit  Guarantee  is  dependent  on its  liquidity  or  ability  to borrow the
required  funds.  During the three  months  ended March 31,  2000,  revenue from
operations of the Local  Partnerships  have generally  been  sufficient to cover
operating  expenses and Mandatory Debt Service.  Substantially  all of the Local
Partnerships  are effectively  operating at or near break even levels,  although
certain Local Partnerships'  operating  information  reflects operating deficits
that  do not  represent  cash  deficits  due to  their  mortgage  and  financing
structure and the required  deferral of property  management fees.  However,  as
discussed below,  certain Local Partnerships'  operating  information  indicates
below  break even  operations  after  taking into  account  their  mortgage  and
financing structure and any required deferral of property management fees.

The terms of the partnership  agreement of Westminster require the Local General
Partner to advance funds to cover operating  deficits  through 2009. As of March
31, 2000, Westminster is sixteen months in arrears on its mortgage and twenty to
twenty-two months in arrears on its replacement reserve and escrow requirements.
Although the Local  General  Partner had been  conducting  discussions  with the
lender,  the  lender  recently  issued a notice of  default.  Current  proposals
include  the  potential  utilization  of  replacement  reserves  to  reduce  the
arrearages.  There can be no assurance  that the Local  General  Partner will be
successful  in  its  negotiations  with  the  lender.  Westminster  incurred  an
operating deficit of approximately  $15,000 for the three months ended March 31,
2000,  which  amount  includes  a  provision  for  mandatory  debt  service  and
replacement  reserve  deposits  of $6,245 and  $1,184  per month,  respectively.
Registrant's investment balance in Westminster,  after cumulative equity losses,
became zero during the year ended March 30, 1999. Of  Registrant's  total annual
Low-income Tax Credits, approximately 4% is allocated from Westminster.

The terms of the partnership  agreement of Sydney Engel Associates L.P. ("Sydney
Engel")  require the Local General  Partners to advance funds to cover operating
deficits up to $1,000,000  through April 2002 and to cause the management  agent
to  defer  property  management  fees in  order to  avoid a  default  under  the
mortgage.  Sydney Engel incurred an operating  deficit of approximately  $77,000
for the three months ended March 31, 2000,  which includes  property  management
fees of  approximately  $21,465.  Payments on the mortgage and real estate taxes
are current.  Registrant's  investment balance in Sydney Engel, after cumulative
equity losses, became zero during the year ended March 30, 1997. Of Registrant's
total annual  Low-income Tax Credits,  approximately 9% is allocated from Sydney
Engel.

Fulton  Street Houses  Limited  Partnership  ("Fulton  Street") has an escrow of
approximately  $299,000 as of March 31,  2000 to cover  operating  deficits  and
there are no  Mandatory  Debt  Service  payments or real estate  taxes  required
during the Compliance  Period.  Fulton Street  reported an operating  deficit of
approximately  $3,000 for the three months ended March 31, 2000. Of Registrant's
total annual  Low-income Tax Credits,  approximately 8% is allocated from Fulton
Street.


Year 2000 Compliance

Registrant  successfully completed a program to ensure Year 2000 readiness. As a
result, Registrant had no Year 2000 problems that affected its business, results
of operations or financial condition.


                                       13

<PAGE>


                     AMERICAN TAX CREDIT PROPERTIES III L.P.

Item 3.  Quantitative and Qualitative Disclosure About Market Risk

Registrant has invested a significant portion of its working capital reserves in
corporate  bonds  and  U.S.  Treasury  instruments.  The  market  value  of such
investments  is subject to  fluctuation  based upon  changes in  interest  rates
relative to each investment's  maturity date. Since Registrant's  investments in
bonds have various  maturity dates through 2023,  the value of such  investments
may be adversely  impacted in an  environment  of rising  interest  rates in the
event Registrant decides to liquidate any such investment prior to its maturity.
Although Registrant may utilize reserves to assist an under performing Property,
it otherwise  intends to hold such investments to their  respective  maturities.
Therefore,  Registrant  does not  anticipate  any  material  adverse  impact  in
connection with such investments.


                                       14

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

                           Part II - OTHER INFORMATION


Item 1.   Legal Proceedings

          Registrant was a defendant in a complaint  brought in connection  with
          the alleged wrongful  interference with economic  advantage  resulting
          from the delay of  Registrant  in  providing a list of Unit holders to
          facilitate  a  tender  offer  by  plaintiff.   The  plaintiff   sought
          compensatory   damages  of  approximately   $246,000  and  unspecified
          punitive  damages.  Registrant  filed a motion  to  dismiss  which was
          granted May, 2000.

          Registrant is not aware of any other material legal proceedings.

Item 2.   Changes in Securities

          None

Item 3.   Defaults Upon Senior Securities

          None

Item 4.   Submission of Matters to a Vote of Security Holders

          None

Item 5.   Other Information

          As discussed in Part I, Item 2 - Management's  Discussion and Analysis
          of Financial  Condition and Results of  Operations,  the local general
          partner of Westminster Apartments Limited Partnership  ("Westminster")
          reports  that  Westminster  is sixteen  months in arrears on its first
          mortgage  obligation as of March 31, 2000.  Although the local general
          partner is conducting discussions with the lender, the lender recently
          issued a notice of default.

Item 6.   Exhibits and Reports on Form 8-K

          None


                                       15

<PAGE>

                                   SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                                     (a Delaware limited partnership)

                                     By: Richman Tax Credit Properties III L.P.,
                                         General Partner

                                     by: Richman Housing Credits Inc.,
                                         general partner


Dated: August 11, 2000               /s/ Richard Paul Richman
                                     ----------------------------------------
                                     by:  Richard Paul Richman
                                          President, Chief Executive
                                          Officer and Director of the
                                          general partner of the
                                          General Partner


Dated: August 11, 2000               /s/ Neal Ludeke
                                     ----------------------------------------
                                     by:  Neal Ludeke
                                          Vice President and
                                          Treasurer of the general partner
                                          of the General Partner
                                          (Principal Financial and Accounting
                                          Officer of Registrant)


                                       16