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

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

                                   FORM 10-Q/A
                                (AMENDMENT NO.1)

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

For the quarterly period ended September 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>

                                EXPLANATORY NOTE

This amendment to Registrant's Form 10-Q for the quarterly period ended
September 29, 2002 is being filed solely to insert Part I, Item 4, Controls and
Procedures and the Sarbanes Oxley Act of 2002 Section 302 Certifications, each
as set forth herein.


                     AMERICAN TAX CREDIT PROPERTIES III L.P.

                         PART I - FINANCIAL INFORMATION


Table of Contents


Item 1.  Financial Statements                                              Page
-----------------------------                                              ----

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

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

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

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

Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations................................. 11

Item 3. Quantitative and Qualitative Disclosure about Market Risk........... 14

Item 4. Controls and Procedures............................................. 14





                                       2

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                                 BALANCE SHEETS
                                   (UNAUDITED)


                                                   September 29,   March 30,
                                            Notes      2002           2002
                                            -----  ------------   ---------
ASSETS

Cash and cash equivalents                          $    35,831    $    51,896
Investments in bonds                          2      3,159,569      2,877,273
Investment in local partnerships              3      1,531,888      1,787,370
Interest receivable                                     28,476         27,739
                                                   -----------    -----------

                                                   $ 4,755,764    $ 4,744,278
                                                   ===========    ===========

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses            $   930,631    $   950,974
  Payable to general partner and affiliates          1,734,168      1,538,043
                                                   -----------    -----------

                                                     2,664,799      2,489,017
                                                   -----------    -----------

Partners' equity (deficit)

  General partner                                     (297,115)      (293,063)
  Limited partners (35,883 units of limited
    partnership interest outstanding)                2,115,255      2,516,405

  Accumulated other comprehensive income,
    net                                       2        272,825         31,919
                                                   -----------    -----------

                                                     2,090,965      2,255,261
                                                   -----------    -----------

                                                   $ 4,755,764    $ 4,744,278
                                                   ===========    ===========


                       See Notes to Financial Statements.


                                       3

<PAGE>

<TABLE>
<CAPTION>

                                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                                            STATEMENTS OF OPERATIONS
                                                  (UNAUDITED)

                                                  Three Months     Six Months       Three Months       Six Months
                                                     Ended           Ended              Ended            Ended
                                                 September 29,    September 29,     Secptember 29,    September 29,
                                   Notes             2002             2002               2001              2001
                                   -----         -------------    ------------      --------------    ------------
REVENUE

<S>                                 <C>           <C>               <C>              <C>                <C>
Interest                                          $  47,029         $  94,413         $  52,760         $ 106,900
Other income from local              3                1,580            11,752             1,581             9,706
partnerships
                                                  ---------         ---------         ---------         ---------

TOTAL REVENUE                                        48,609           106,165            54,341           116,606
                                                  ---------         ---------         ---------         ---------

EXPENSES

Administration fees                                  57,643           115,286            57,643           115,286
Management fees                                      57,643           115,286            57,643           115,286
Professional fees                                    10,172            30,329            14,584            28,297
Printing, postage and other                           2,261             7,734             4,155             8,098
                                                  ---------         ---------         ---------         ---------

TOTAL EXPENSES                                      127,719           268,635           134,025           266,967
                                                  ---------         ---------         ---------         ---------

Loss from operations                                (79,110)         (162,470)          (79,684)         (150,361)

Equity in loss of investment
  in local partnerships              3             (138,879)         (242,732)         (156,563)         (349,545)
                                                  ---------         ---------         ---------         ---------

NET LOSS                                           (217,989)         (405,202)         (236,247)         (499,906)

Other comprehensive income           2              145,284           240,906           118,155            65,465
                                                  ---------         ---------         ---------         ---------

COMPREHENSIVE LOSS                                $ (72,705)        $(164,296)        $(118,092)        $(434,441)
                                                  =========         =========         =========         =========

NET LOSS ATTRIBUTABLE TO

  General partner                                 $  (2,180)        $  (4,052)        $  (2,362)        $  (4,999)
  Limited partners                                 (215,809)         (401,150)         (233,885)         (494,907)
                                                  ---------         ---------         ---------         ---------

                                                  $(217,989)        $(405,202)        $(236,247)        $(499,906)
                                                  =========         =========         =========         =========

NET LOSS per unit of limited
  partnership interest (35,883 units
  of limited partnership interest)                $   (6.01)        $  (11.18)        $   (6.52)        $  (13.79)
                                                  =========         =========         =========         =========
</TABLE>


                       See Notes to Financial Statements.


                                       4

<PAGE>

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


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

CASH FLOWS FROM OPERATING ACTIVITIES

Interest received                                       $  52,286     $  66,269
Cash used for local partnerships for
  deferred expenses                                                      (2,200)
Cash paid for
   administration fees                                     (9,447)     (122,748)
   management fees                                        (25,000)      (50,000)
   professional fees                                      (50,671)      (47,163)
   printing, postage and other expenses                    (7,735)       (9,442)
                                                        ---------     ---------

Net cash used in operating activities                     (40,567)     (165,284)
                                                        ---------     ---------

CASH FLOWS FROM INVESTING ACTIVITIES

Cash distributions from local partnerships                 24,502        15,485
                                                        ---------     ---------

Net cash provided by investing activities                  24,502        15,485
                                                        ---------     ---------

Net decrease in cash and cash equivalents                 (16,065)     (149,799)

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

CASH AND CASH EQUIVALENTS AT END OF PERIOD              $  35,831     $ 393,919
                                                        =========     =========

SIGNIFICANT NON-CASH INVESTING ACTIVITIES

Unrealized gain on investments in bonds, net            $ 240,906     $  65,465
                                                        =========     =========


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

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


                       See Notes to Financial Statements.



                                       5

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                     STATEMENTS OF CASH FLOWS - (Continued)
                  SIX MONTHS ENDED SEPTEMBER 29, 2002 AND 2001
                                   (UNAUDITED)


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

RECONCILIATION OF NET LOSS TO NET CASH USED IN
  OPERATING ACTIVITIES

Net loss                                                 $(405,202)   $(499,906)

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

  Equity in loss of investment in local
    partnerships                                           242,732      349,545
  Distributions from local partnerships classified
    as other income                                        (11,752)      (9,706)
  Amortization of net premium on investments
    in bonds                                                 1,974        2,423
  Accretion of zero coupon bonds                           (43,364)     (43,364)
  Decrease (increase) in interest receivable                  (737)         310
  Decrease in accounts payable and accrued expenses        (20,343)    (136,210)

  Decrease in other liabilities                                          (2,200)
  Increase in payable to general partner
    and affiliates                                         196,125      173,824

NET CASH USED IN OPERATING ACTIVITIES                    $ (40,567    $(165,284)
                                                         =========    =========


                       See Notes to Financial Statements.



                                       6

<PAGE>

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


1. Basis of Presentation

   The accompanying unaudited financial statements have been prepared in
   accordance with accounting principles generally accepted in the United States
   of America for interim financial information. They do not include all
   information and footnotes required by accounting principles generally
   accepted in the United States of America 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 September 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 and six month periods ended September
   29, 2002 are not necessarily indicative of the results that may be expected
   for the entire year.


2. Investments in Bonds

   As of September 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                            $  199,283         $    3,431         $     --           $  202,714
  After one year through five years             874,874             49,150               --              924,024

  After five years through ten years            428,021             47,560               --              475,581
                                             ----------         ----------         ----------         ----------

                                              1,502,178            100,141               --            1,602,319
                                             ----------         ----------         ----------         ----------

U.S. Treasury debt securities
  After five years through ten years          1,384,566            172,684               --            1,557,250
                                             ----------         ----------         ----------         ----------

                                             $2,886,744         $  272,825         $     --           $3,159,569
                                             ==========         ==========         ==========         ==========
</TABLE>



                                       7

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.
                   NOTES TO FINANCIAL STATEMENTS - (Continued)
                               SEPTEMBER 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 June 30, 2002, the Local
   Partnerships have outstanding mortgage loans payable totaling approximately
   $84,090,000 and accrued interest payable on such loans totaling approximately
   $3,827,000, which are secured by security interests and liens common to
   mortgage loans on the Local Partnerships' real property and other assets.

   For the six months ended September 29, 2002, the investment in local
   partnerships activity consists of the following:


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

      Equity in loss of investment in local partnerships             (242,732)*

      Cash distributions received from Local Partnerships             (24,502)

      Cash distributions  from Local Partnerships
        classified as other income                                     11,752
                                                                  -----------
      Investment  in local  partnerships  as of
        September 29, 2002                                        $ 1,531,888
                                                                  ===========


   * 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
     $1,317,686 for the six months ended June 30, 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 June
   30, 2002 and December 31, 2001 and the combined unaudited statements of
   operations of the Local Partnerships for the three and six month periods
   ended June 30, 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)
                               SEPTEMBER 29, 2002
                                   (UNAUDITED)


3. Investment in Local Partnerships (continued)

   The combined balance sheets of the Local Partnerships as of June 30, 2002 and
   December 31, 2001 are as follows:

<TABLE>
<CAPTION>

                                                                 June 30,              December 31,
                                                                   2002                   2001
                                                               ------------           -------------
   ASSETS

<S>                                                            <C>                    <C>
Cash and cash equivalents                                      $  1,127,700           $  1,315,560
Rents receivable                                                    442,035                436,887
Escrow deposits and reserves                                      5,384,538              5,116,763

Land                                                              3,910,215              3,910,215

Buildings and improvements (net of accumulated
  depreciation of $45,180,342 and $43,134,422)                   69,046,289             71,063,036

Intangible assets (net of accumulated amortization
  of $477,004 and $461,704)                                         566,999                587,246
Other assets                                                      1,216,741                952,741
                                                               ------------           ------------

                                                               $ 81,694,517           $ 83,382,448
                                                               ============           ============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities

  Accounts payable and accrued expenses                        $  1,144,078           $    971,643
  Due to related parties                                          4,949,178              5,021,765

  Mortgage loans                                                 84,090,151             84,445,613
  Accrued interest                                                3,826,806              3,620,621

  Other liabilities                                                 750,737                673,666
                                                               ------------           ------------

                                                                 94,760,950             94,733,308
                                                               ------------           ------------

Partners' equity (deficit)

  American Tax Credit Properties III L.P.
   Capital contributions, net of distributions                   28,871,210             28,894,128
   Cumulative loss                                              (25,974,527)           (25,731,795)
                                                               ------------           ------------


                                                                  2,896,683              3,162,333
                                                               ------------           ------------

  General partners and other limited partners
   Capital contributions, net of distributions                     (245,667)              (260,741)
   Cumulative loss                                              (15,702,375)           (14,267,526)
                                                               ------------           ------------

                                                                (15,963,116)           (14,513,193)
                                                               ------------           ------------

                                                                (13,066,433)           (11,350,860)
                                                               ------------           ------------

                                                               $ 81,694,517           $ 83,382,448
                                                               ============           ============
</TABLE>


                                       9

<PAGE>

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

3. Investment in Local Partnerships (continued)

   The combined statements of operations of the Local Partnerships for the three
   and six month periods ended June 30, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>

                                               Three Months         Six Months         Three Months         Six Months
                                                  Ended               Ended               Ended                Ended
                                                 June 30,            June 30,            June 30,            June 30,
                                                   2002                2002                2001                2001
                                               ------------        -----------         ------------        -----------
REVENUE

<S>                                            <C>                 <C>                 <C>                 <C>
Rental                                         $ 2,840,722         $ 5,602,985         $ 2,757,175         $ 5,448,758
Interest and other                                  76,020             143,037              76,740             170,698
                                               -----------         -----------         -----------         -----------

Total Revenue                                    2,916,742           5,746,022           2,833,915           5,619,456
                                               -----------         -----------         -----------         -----------

EXPENSES

Administrative                                     623,087           1,168,226             550,094           1,112,899
Utilities                                          279,614             600,326             307,311             684,360
Operating and maintenance                          687,572           1,350,876             728,741           1,348,603
Taxes and insurance                                374,287             704,932             329,606             646,491
Financial                                          759,990           1,532,416             804,190           1,556,268
Depreciation and amortization                    1,038,710           2,066,827           1,040,021           2,056,966
                                               -----------         -----------         -----------         -----------

Total Expenses                                   3,763,260           7,423,603           3,759,963           7,405,587

NET LOSS                                       $  (846,518)        $(1,677,581)        $  (926,048)        $(1,786,131)
                                               ===========         ===========         ===========         ===========

NET LOSS ATTRIBUTABLE TO

American Tax Credit Properties III L.P.        $  (138,879)        $  (242,732)        $  (156,563)        $  (349,545)
General partners and other limited
  partners, which includes $653,372,
  $1,317,686, $710,695 and $1,317,446
  of Partnership loss in excess of
  investment                                      (707,639)         (1,434,849)           (769,485)         (1,436,586)

                                               $  (846,518)        $(1,677,581         $  (926,048)        $(1,786,131)
                                               ===========         ===========         ===========         ===========
</TABLE>

   The combined results of operations of the Local Partnerships for the three
   and six month periods ended June 30, 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 September 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") that qualify for
the low-income tax credit in accordance with Section 42 of the Internal Revenue
Code (the "Low-income Tax Credit"). During the six months ended September 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 $266,000 during the six months ended September 29, 2002 (which
includes a net unrealized gain on investments in bonds of approximately
$241,000, accretion of zero coupon bonds of approximately $43,000 and
amortization of net premium on investments in bonds of approximately $2,000).
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 six months ended September 29, 2002,
the investment in local partnerships decreased as a result of Registrant's
equity in the Local Partnerships' net loss for the six months ended June 30,
2002 of $242,732 and cash distributions received from Local Partnerships of
$12,750 (exclusive of distributions of $11,752 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
September 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. 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 September 29, 2002 and 2001
resulted in net losses of $217,989 and $236,247, respectively. Other
comprehensive income for the three months ended September 29, 2002 and 2001
resulted from a net unrealized gain on investments in bonds of $145,284 and
$118,155, respectively.

The Local Partnerships' net loss of approximately $847,000 for the three months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $2,917,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $2,725,000 and approximately
$1,039,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $926,000 for the three months ended June 30, 2001 was
attributable to rental and other revenue of approximately $2,834,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $2,720,000 and approximately $1,040,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the three months ended June 30, 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)

Registrant's operations for the six months ended September 29, 2002 and 2001
resulted in net losses of $405,202 and $499,906, respectively. The decrease in
net loss is primarily attributable to a decrease in equity in loss of investment
in local partnerships of approximately $107,000, which decrease resulted
primarily from a decrease in the net operating losses of certain Local
Partnerships in which Registrant continues to have an investment balance. Other
comprehensive income for the six months ended September 29, 2002 and 2001
resulted from a net unrealized gain on investments in bonds of $240,906 and
$65,465, respectively.

The Local Partnerships' net loss of approximately $1,678,000 for the six months
ended June 30, 2002 was attributable to rental and other revenue of
approximately $5,746,000, exceeded by operating and interest expense (including
interest on non-mandatory debt) of approximately $5,357,000 and approximately
$2,067,000 of depreciation and amortization expense. The Local Partnerships' net
loss of approximately $1,786,000 for the six months ended June 30, 2001 was
attributable to rental and other revenue of approximately $5,619,000, exceeded
by operating and interest expense (including interest on non-mandatory debt) of
approximately $5,348,000 and approximately $2,057,000 of depreciation and
amortization expense. The results of operations of the Local Partnerships for
the six months ended June 30, 2002 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, 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

                                       12

<PAGE>

                     AMERICAN TAX CREDIT PROPERTIES III L.P.

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

Local General Partner's funding of such Deficit Guarantee is dependent on its
liquidity or ability to borrow the required funds. During the six months ended
June 30, 2002, revenue from operations of the Local Partnerships has 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 June 30, 2002 that was established to cover
operating deficits; there are no Mandatory Debt Service payments or real estate
taxes required during the Compliance Period. Fulton Street incurred an operating
deficit of approximately $45,000 for the six months ended June 30, 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.

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 June 30, 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 November 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 November 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 $23,000 for the six
months ended June 30, 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 $101,000
for the six months ended June 30, 2002, which includes property management fees
of approximately $43,000. 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 $122,000 as of June 30, 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. 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.

                                       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 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.


Item 4.  Controls and Procedures

Evaluation of disclosure controls and procedures

a. Within the 90 days prior to the date of this report, the Chief Executive
Officer and Chief Financial Officer of Richman Housing Credits Inc., the
general partner of Richman Tax credit Properties III L.P., which in turn is the
General Partner of the Registrant, carried out an evaluation of the
effectiveness of Registrant's "disclosure controls and procedures" (as defined
in the Securities Exchange Act of 1934 Rules 13a-14(c) and 15(d)-14(c)). Based
on that evaluation, the Chief Executive Officer and Principal Financial Officer
have concluded that as of the date of the evaluation, Registrant's disclosure
controls and procedures were adequate and effective in timely alerting them to
material information relating to Registrant required to be included in
Registrant's periodic SEC filings.

Changes in internal controls

b. There were no significant changes in Registrant's internal controls or in
other factors that could significantly affect Registrant's internal controls
subsequent to the date of that evaluation.


                                       14

<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 November 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



                                       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: February 13, 2003             /s/ David Salzman
                                     --------------------------------------
                                     by: David Salzman
                                         Chief Executive Officer


Dated: February 13, 2003             /s/ Neal Ludeke
                                     --------------------------------------
                                     by: Neal Ludeke
                                         Chief Financial Officer



                                       16

<PAGE>

                                 CERTIFICATIONS


I, David Salzman, certify that:

1.   I have reviewed this quarterly report on Form 10-Q, as amended, of American
     Tax Credit Properties III L.P. (the "Company");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report;

4.   The Company's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date (the "Evaluation Date") within 90 days prior
          to the filing date of this quarterly report; and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officer and I have disclosed, based on our
     most recent evaluation, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     function):

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   The Company's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date, including any corrective
     actions with regard to significant deficiencies and material weaknesses.



Date:  February 13, 2003              By: /s/ David Salzman
                                         --------------------------------------
                                           David Salzman
                                           Chief Executive Officer of Richman
                                           Housing Credits Inc., general partner
                                           of Richman Tax Credit Properties
                                           III L.P., general partner of the
                                           Company


                                       17
<PAGE>

I, Neal Ludeke, certify that:

1.   I have reviewed this quarterly report on Form 10-Q, as amended, of American
     Tax Credit Properties III L.P. (the "Company");

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the Company as of, and for, the periods presented in this
     quarterly report;

4.   The Company's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have;

     (a)  designed such disclosure controls and procedures to ensure that
          material information relating to the Company, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;

     (b)  evaluated the effectiveness of the Company's disclosure controls and
          procedures as of a date (the "Evaluation Date") within 90 days prior
          to the filing date of this quarterly report; and

     (c)  presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Company's other certifying officer and I have disclosed, based on our
     most recent evaluation, to the Company's auditors and the audit committee
     of the Company's board of directors (or persons performing the equivalent
     function);

     (a)  all significant deficiencies in the design or operation of internal
          controls which could adversely affect the Company's ability to record,
          process, summarize and report financial data and have identified for
          the Company's auditors any material weaknesses in internal controls;
          and

     (b)  any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's internal
          controls; and

6.   The Company's other certifying officer and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the Evaluation Date, including any corrective
     actions with regard to significant deficiencies and material weaknesses.



Date:  February 13, 2003               By: /s/ Neal Ludeke
                                       ----------------------------------------
                                         Neal Ludeke
                                         Chief Financial Officer of Richman
                                         Housing Credits Inc., general partner
                                         of Richman Tax Credit Properties
                                         III L.P., general partner of the
                                         Company



                                       18