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, 2002
                               -------------

                                       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           2002            2002
                                                              -----       -----------      -----------
  ASSETS

<S>                                                            <C>       <C>              <C>
Cash and cash equivalents                                                 $    11,874      $    51,896
Investments in bonds                                            2           2,994,374        2,877,273
Investment in local partnerships                                3           1,670,767        1,787,370
Interest receivable                                                            30,042           27,739
                                                                          -----------      -----------

                                                                          $ 4,707,057      $ 4,744,278
                                                                          ===========      ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                                   $   920,456      $   950,974
  Payable to general partner and affiliates                                 1,622,931        1,538,043
                                                                          -----------      -----------

                                                                            2,543,387        2,489,017
                                                                          -----------      -----------

Commitment and contingencies                                    3

Partners' equity (deficit)

  General partner                                                            (294,935)        (293,063)
  Limited partners (35,883 units of limited partnership
    interest outstanding)                                                   2,331,064        2,516,405
  Accumulated other comprehensive income, net                   2             127,541           31,919
                                                                          -----------      -----------

                                                                            2,163,670        2,255,261
                                                                          -----------      -----------

                                                                          $ 4,707,057      $ 4,744,278
                                                                          ===========      ===========
</TABLE>


                       See Notes to Financial Statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                            STATEMENTS OF OPERATIONS
                    THREE MONTHS ENDED JUNE 29, 2002 AND 2001
                                   (UNAUDITED)

                                                              Notes            2002              2001
                                                              -----         ---------          ---------

  REVENUE

<S>                                                                         <C>                <C>
Interest                                                                    $  47,384          $  54,140
Other income from local partnerships                                           10,172              8,125
                                                                            ---------          ---------

TOTAL REVENUE                                                                  57,556             62,265
                                                                            ---------          ---------

EXPENSES

Administration fees                                                            57,643             57,643
Management fees                                                                57,643             57,643
Professional fees                                                              20,157             13,713
Printing, postage and other                                                     5,473              3,943
                                                                            ---------          ---------

TOTAL EXPENSES                                                                140,916            132,942
                                                                            ---------          ---------

Loss from operations                                                          (83,360)           (70,677)

Equity in loss of investment in local partnerships              3            (103,853)          (192,982)
                                                                            ---------          ---------

NET LOSS                                                                     (187,213)          (263,659)

Other comprehensive income (loss)                               2              95,622            (52,690)
                                                                            ---------          ---------

COMPREHENSIVE LOSS                                                          $ (91,591)         $(316,349)
                                                                            =========          =========

NET LOSS ATTRIBUTABLE TO

  General partner                                                           $  (1,872)         $  (2,637)
  Limited partners                                                           (185,341)          (261,022)
                                                                            ---------          ---------

                                                                            $(187,213)         $(263,659)
                                                                            =========          =========

NET LOSS per unit of limited partnership interest (35,883
  units of limited partnership interest)                                    $   (5.17)         $   (7.27)
                                                                            =========          =========
</TABLE>


                       See Notes to Financial Statements.


                                       4

<PAGE>

<TABLE>
<CAPTION>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                            STATEMENTS OF CASH FLOWS
                    THREE MONTHS ENDED JUNE 29, 2002 AND 2001
                                   (UNAUDITED)

                                                                        2002             2001
                                                                     ---------         ---------

     CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                  <C>               <C>
     Interest received                                               $  23,602         $  29,567
     Cash paid for
         administration fees                                            (5,398)           (4,049)
         management fees                                               (25,000)          (25,000)
         professional fees                                             (50,670)          (17,098)
         printing, postage and other expenses                           (5,478)           (3,943)
                                                                     ---------         ---------
     Net cash used in operating activities                             (62,944)          (20,523)
                                                                     ---------         ---------

     CASH FLOWS FROM INVESTING ACTIVITIES

     Cash distributions from local partnerships                         22,922            13,016
                                                                     ---------         ---------

     Net cash provided by investing activities                          22,922            13,016
                                                                     ---------         ---------

     Net decrease in cash and cash equivalents                         (40,022)           (7,507)

     Cash and cash equivalents at beginning of period                   51,896           543,718
                                                                     ---------         ---------

     CASH AND CASH EQUIVALENTS AT END OF PERIOD                      $  11,874         $ 536,211
                                                                     =========         =========

     SIGNIFICANT NON-CASH INVESTING ACTIVITIES

     Unrealized gain (loss) on investments in bonds, net             $  95,622         $ (52,690)
                                                                     =========         =========
</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, 2002 AND 2001
                                  (UNAUDITED)

                                                                      2002            2001
                                                                   ---------       ---------

RECONCILIATION OF NET LOSS TO NET CASH USED IN OPERATING
  ACTIVITIES

<S>                                                                <C>             <C>
Net loss                                                           $(187,213)      $(263,659)

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

  Equity in loss of investment in local partnerships                 103,853         192,982
  Distributions from local partnerships classified as other          (10,172)         (8,125)
    income
  Amortization of net premium on investments in bonds                     85           1,210
  Accretion of zero coupon bonds                                     (21,564)        (21,564)
  Increase in interest receivable                                     (2,303)         (4,219)
  Increase in payable to general partner and affiliates               84,888          86,237
  Decrease in accounts payable and accrued expenses                  (30,518)         (3,385)
                                                                   ---------       ---------

NET CASH USED IN OPERATING ACTIVITIES                              $ (62,944)      $ (20,523)
                                                                   =========       =========
</TABLE>


                       See Notes to Financial Statements.



                                       6

<PAGE>

                    AMERICAN TAX CREDIT PROPERTIES III, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 29, 2002
                                   (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, 2002 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, 2002
    are not necessarily indicative of the results that may be expected for the
    entire year.


2.  Investments in Bonds

    As of June 29, 2002, 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                            $   200,274      $     5,722      $      --        $   205,996
  After one year through five years              798,159           37,399             --            835,558
  After five years through ten years             504,429           26,734           (1,058)         530,105
                                             -----------      -----------      -----------      -----------

                                               1,502,862           69,855           (1,058)       1,571,659
                                             -----------      -----------      -----------      -----------

U.S. Treasury debt securities
  After five years through ten years           1,363,971           58,744             --          1,422,715
                                             -----------      -----------      -----------      -----------

                                             $ 2,866,833      $   128,599      $    (1,058)     $ 2,994,374
                                             ===========      ===========      ===========      ===========
</TABLE>



                                       7

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2002
                                   (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, 2002, the Local
    Partnerships have outstanding mortgage loans payable totaling approximately
    $84,272,000 and accrued interest payable on such loans totaling
    approximately $3,723,000, 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, 2002, the investment in local
    partnerships activity consists of the following:

         Investment in local partnerships as of March              $ 1,787,370
           30, 2002

         Equity in loss of investment in local                        (103,853)*
           partnerships

         Cash distributions received from Local                        (22,922)
           Partnerships

         Cash distributions from Local Partnerships
           classified as other income                                   10,172
                                                                   -----------

         Investment in local partnerships as of
           June 29, 2002                                           $ 1,670,767
                                                                   ===========

    *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
     $664,314 for the three months ended March 31, 2002 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, 2002 and December 31, 2001 and the combined unaudited statements of
    operations of the Local Partnerships for the three months ended March 31,
    2002 and 2001 are reflected on pages 9 and 10, respectively.



                                       8

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2002
                                   (UNAUDITED)


3.  Investment in Local Partnerships (continued)

    The combined balance sheets of the Local Partnerships as of March 31, 2002
    and December 31, 2001 are as follows:

<TABLE>
<CAPTION>

                                                                           March 31,         December 31,
                                                                             2002               2001
                                                                        ------------        ------------
   ASSETS

<S>                                                                     <C>                 <C>
Cash and cash equivalents                                               $  1,238,140        $  1,315,560
Rents receivable                                                             399,573             436,887
Escrow deposits and reserves                                               5,318,914           5,116,763
Land                                                                       3,910,215           3,910,215
Buildings and improvements (net of accumulated depreciation
  of $44,152,415 and $43,134,422)                                         70,058,345          71,063,036
Intangible assets (net of accumulated amortization of $471,468
  and $461,704)                                                              577,122             587,246
Other assets                                                               1,090,683             952,741
                                                                        ------------        ------------

                                                                        $ 82,592,992        $ 83,382,448
                                                                        ============        ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                                 $  1,165,364        $    971,643
  Due to related parties                                                   4,963,970           5,021,765
  Mortgage loans                                                          84,271,825          84,445,613
  Accrued interest                                                         3,722,627           3,620,621
  Other liabilities                                                          666,775             673,666
                                                                        ------------        ------------

                                                                          94,790,561          94,733,308
                                                                        ------------        ------------

Partners' equity (deficit)

  American Tax Credit Properties III L.P.
    Capital contributions, net of distributions                           28,894,128          28,894,128
    Cumulative loss                                                      (25,835,648)        (25,731,795)
                                                                        ------------        ------------

                                                                           3,058,480           3,162,333
                                                                        ------------        ------------

  General partners and other limited partners
    Capital contributions, net of distributions                             (261,313)           (245,667)
    Cumulative loss                                                      (14,994,736)        (14,267,526)
                                                                        ------------        ------------

                                                                         (15,256,049)        (14,513,193)
                                                                        ------------        ------------

                                                                         (12,197,569)        (11,350,860)
                                                                        ------------        ------------

                                                                        $ 82,592,992        $ 83,382,448
                                                                        ============        ============
</TABLE>



                                       9

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                                  JUNE 29, 2002
                                   (UNAUDITED)


3.  Investment in Local Partnerships (continued)

    The combined statements of operations of the Local Partnerships for the
    three months ended March 31, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                                                     2002              2001
                                                                 ------------       -----------
   REVENUE

<S>                                                              <C>                <C>
Rental                                                           $ 2,762,263        $ 2,691,583
Interest and other                                                    67,017             93,958
                                                                 -----------        -----------

Total Revenue                                                      2,829,280          2,785,541
                                                                 -----------        -----------

EXPENSES

Administrative                                                       545,139            562,805
Utilities                                                            320,712            377,049
Operating and maintenance                                            663,304            619,862
Taxes and insurance                                                  330,645            316,885
Financial                                                            772,426            752,078
Depreciation and amortization                                      1,028,117          1,016,945
                                                                 -----------        -----------

Total Expenses                                                     3,660,343          3,645,624
                                                                 -----------        -----------

NET LOSS                                                         $  (831,063)       $  (860,083)
                                                                 ===========        ===========

NET LOSS ATTRIBUTABLE TO

  American Tax Credit Properties III L.P.                        $  (103,853)       $  (192,982)
  General partners and other limited partners, which
    includes $664,314 and $606,751 of Partnership loss
    in excess of investment                                         (727,210)          (667,101)
                                                                 -----------        -----------

                                                                 $  (831,063)       $  (860,083)
                                                                 ===========        ===========
</TABLE>

    The combined results of operations of the Local Partnerships for the three
    months ended March 31, 2002 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, 2002 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, 2002 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, 2002, American Tax Credit Properties III L.P. (the "Registrant")
has not experienced a significant change in financial condition as compared to
March 30, 2002. 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, 2002,
Registrant received cash from interest revenue 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 $77,000
during the three months ended June 29, 2002 (which includes a net unrealized
gain on investments in bonds of approximately $96,000 and 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, 2002, 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, 2002 of $103,853 and cash distributions received
from Local Partnerships of $12,750 (exclusive of distributions of $10,172
classified as other income). Accounts payable and accrued expenses includes
deferred administration fees of $904,673 and payable to general partner and
affiliates represents deferred management and administration fees in the
accompanying balance sheet as of June 29, 2002.

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, 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. In addition, the carrying value of
Registrant's investment in local partnerships may be reduced if the book value
(the "Local Partnership Carrying Value") is considered to exceed the estimated
value derived by management. Accordingly, cumulative losses and cash
distributions in excess of the investment or an adjustment to a Local
Partnership's Carrying Value are not necessarily indicative of adverse operating
results of a Local Partnership. Adjustments to a Local Partnership's Carrying
Value are typically determined and recorded in the fourth quarter of
Registrant's fiscal year. 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, 2002 and 2001
resulted in net losses of $187,213 and $263,659, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $89,000, which decrease resulted
primarily from an increase in the nonrecognition of losses in accordance with
the equity method of accounting. Other comprehensive income (loss) for the three
months ended June 29, 2002 and 2001 resulted from a net unrealized gain (loss)
on investments in bonds of $95,622 and $(52,690), respectively.

The Local Partnerships' net loss of approximately $831,000 for the three months
ended March 31, 2002 was attributable to rental and other revenue of
approximately $2,829,000, exceeded by operating and interest expenses (including
interest on non-mandatory debt) of approximately $2,632,000 and approximately
$1,028,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $860,000 for the three months ended March 31, 2001 was
attributable to rental and other revenue of approximately $2,786,000, exceeded
by operating and interest expenses (including interest on non-mandatory debt) of
approximately $2,629,000 and approximately $1,017,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended March 31, 2002 are not necessarily indicative of the
results that may be expected in future periods.

                                       11
<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

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

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, 2001, 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 before debt service 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.

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, 2002, 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 above 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 an
operating deficit after taking into account their mortgage and financing
structure and any required deferral of property management fees.

Fulton Street Houses Limited Partnership ("Fulton Street") has an escrow of
approximately $317,000 as of March 31, 2002 to cover operating deficits and
there are no Mandatory Debt Service payments or real estate taxes required
during the Compliance Period. Fulton Street incurred an operating deficit of
approximately $11,000 for the three months ended March 31, 2002. Registrant's
investment balance in Fulton Street, after cumulative equity losses, became zero
during the year ended March 30, 2001. Fulton Street generated approximately
$11.7 per Unit per year to the limited partners upon the expiration of its
Low-income Tax Credit allocation in 2001.

                                       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 terms of the partnership agreement of Westminster Apartments Limited
Partnership ("Westminster") require the Local General Partner to advance funds
to cover operating deficits through the Compliance Period. As of March 31, 2002,
Westminster was in default under the terms of its first mortgage; payments of
principal, interest and replacement reserve deposits are over three years in
arrears as of August 2002. In October 2001, a workout agreement was reached, in
principle, under which all arrearages would be added to the mortgage balance and
all future payments would be payable to the extent of the net cash flow of the
property. As part of such workout, it is anticipated that Westminster would
admit a new Local General Partner. The final terms of the workout remain pending
as of August 2002. There can be no assurance that the workout issues will be
resolved and the mortgage remains in default without a formal forbearance.
Westminster incurred an operating deficit of approximately $14,000 for the three
months ended March 31, 2002, which amount includes a provision for replacement
reserve deposits of $1,184 per month and debt service payments of $6,245 per
month. Registrant's investment balance in Westminster, after cumulative equity
losses, became zero during the year ended March 30, 1999. Westminster will have
generated approximately $6.3 per Unit per year to the limited partners upon the
expiration of its Low-income Tax Credit allocation in 2003.

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 $59,000
for the three months ended March 31, 2002, which includes property management
fees of approximately $21,000. Payments on the mortgage are current and the
Property does not incur real estate taxes. Sydney Engel has an operating reserve
with a balance of approximately $183,000 as of March 31, 2002. Registrant's
investment balance in Sydney Engel, after cumulative equity losses, became zero
during the year ended March 30, 1997. Sydney Engel generated approximately $14.5
per Unit per year to the limited partners upon the expiration of its Low-income
Tax Credit allocation in 2001.

Critical Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America, which requires Registrant to
make certain estimates and assumptions. A summary of significant accounting
policies is disclosed in Note 1 to the financial statements which are included
in Registrant's annual report on Form 10-K for the year ended March 30, 2002.
The following section is a summary of certain aspects of those accounting
policies that may require subjective or complex judgments and are most important
to the portrayal of Registrant's financial condition and results of operations.
Registrant believes that there is a low probability that the use of different
estimates or assumptions in making these judgments would result in materially
different amounts being reported in the financial statements.

     o    Registrant accounts for its investment in local partnerships in
          accordance with the equity method of accounting since Registrant
          cannot control the operations of a Local Partnership.

     o    If the book value of Registrant's investment in a Local Partnership
          exceeds the estimated value derived by management, Registrant reduces
          its investment in any such Local Partnership and includes such
          reduction in equity in loss of investment in local partnerships.


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 2008, 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.


                                       13
<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

                           Part II - OTHER INFORMATION


Item 1.  Legal Proceedings

         Registrant is not aware of any 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 over three years in arrears on its first
         mortgage obligation as of August 2002. Although the local general
         partner is conducting ongoing discussions with the lender, the lender
         has issued a notice of default.

Item 6.  Exhibits and Reports on Form 8-K

         a.   Exhibits.

               Exhibit 99.1 Certification of Chief Executive Officer
               Exhibit 99.2 Certification of Chief Financial Officer

         b.   Reports on Form 8-K

                      None.



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<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 13, 2002                   /s/ David Salzman
                                         --------------------------------------
                                         by: David Salzman
                                             President of the general partner
                                             of the General Partner


Dated: August 13, 2002                   /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)



                                       15