UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q/A

(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 30, 2009

                                       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: 0-21494

                      WNC HOUSING TAX CREDIT FUND III, L.P.

           California                                   33-0463432
     (State or other jurisdiction of                (I.R.S. Employer
     incorporation or organization)                 Identification No.)

     17782 Sky Park Circle
     Irvine, CA                                          92614-6404
     (Address of principal executive offices)            (Zip Code)

                                 (714) 662-5565
                               (Telephone number)

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 such  filing
requirements for the past 90 days.

Yes ___________ No ________X________

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted  pursuant to Rule 405 of  Regulation  S-T (232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files).

Yes ___________ No ________X________

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer___ Accelerated filer___

Non-accelerated filer___X__ Smaller reporting company___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes ___No _X__

<PAGE>

                                EXPLANATORY NOTE

WNC Housing Tax Credit Fund III, L.P. is filing this  amendment to its Quarterly
Report on Form 10-Q for the  period  ended  June 30,  2009 to file the  required
certifications  31.1 and 31.2 in the exact form prescribed in Item 601(b)(31) of
Regulation  S-K.  The  amendment  also  includes  updates  in  Part  II and  the
certifications  32.1 and 32.2,  to reflect  that the document is an amendment to
the Form 10-Q.

This Form  10-Q/A  does not  reflect  events  occurring  after the filing of the
original  Form  10-Q  filed  with the  Securities  and  Exchange  Commission  on
September 21, 2009, or modify or update those disclosures affected by subsequent
events.  Except as described  above, the Partnership has not modified or updated
other disclosures or information presented in the original Form 10-Q.

<PAGE>


                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                              INDEX TO FORM 10 - Q/A

                  For the Quarterly Period Ended June 30, 2009

PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements

      Balance Sheets
           As of June 30, 2009 and March 31, 2009..............................3

      Statements of Operations
           For the Three Months Ended June 30, 2009 and 2008...................4

      Statement of Partners' Deficit
           For the Three Months Ended June 30, 2009............................5

      Statements of Cash Flows
           For the Three Months Ended June 30, 2009 and 2008...................6

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

   Item 2. Management's Discussion and Analysis of Financial
           Condition and Results of Operations................................15

   Item 3. Quantitative and Qualitative Disclosures about Market Risks........16

   Item 4T. Controls and Procedures...........................................16

PART II. OTHER INFORMATION

   Item 1. Legal Proceedings..................................................17

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds........17

   Item 3. Defaults Upon Senior Securities....................................17

   Item 4. Submission of Matters to a Vote of Security Holders................17

   Item 5. Other Information..................................................17

   Item 6. Exhibits...........................................................17

   Signatures ................................................................18

                                       2

<PAGE>
<TABLE>
<CAPTION>

                                                 WNC HOUSING TAX CREDIT FUND III, L.P.
                                                  (A California Limited Partnership)

                                                            BALANCE SHEETS
                                                              (Unaudited)


                                                                 June 30, 2009              March 31, 2009
                                                            ------------------------      -------------------

ASSETS
                                                           <S>                           <C>

Cash                                                        $                25,388       $           16,761
Investments in Local Limited Partnerships, net (Note 2)                           -                        -
                                                            ------------------------      -------------------

        Total Assets                                        $                25,388       $           16,761
                                                            ========================      ===================


LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
 Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                  $             4,171,840       $        4,082,099
                                                            ------------------------      -------------------

Partners' Deficit:
 General Partner                                                            (81,986)                 (81,175)
 Limited Partners (15,000 Partnership Units authorized;
   15,000 Partnership Units issued and outstanding)                      (4,064,466)              (3,984,163)
                                                            ------------------------      -------------------

   Total Partners' Deficit                                               (4,146,452)              (4,065,338)
                                                            ------------------------      -------------------

            Total Liabilities and Partners' Deficit         $                25,388       $           16,761
                                                            ========================      ===================


                                            See accompanying notes to financial statements
                                                                   3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                 WNC HOUSING TAX CREDIT FUND III, L.P.
                                                  (A California Limited Partnership)

                                                       STATEMENTS OF OPERATIONS

                                           For the Three Months Ended June 30, 2009 and 2008
                                                              (Unaudited)


                                                     2009                           2008
                                                Three Months                    Three Months
                                          --------------------------     ---------------------------
                                         <S>                            <C>

Reporting fees                            $                  24,922      $                   10,338
Distribution income                                               -                           4,505
                                          --------------------------     ---------------------------

Total operating income                                       24,922                          14,843
                                          --------------------------     ---------------------------

Operating expenses:
  Amortization (Note 2)                                           -                              85
  Asset management fees (Note 3)                             74,099                          74,866
  Legal and accounting fees                                     290                              65
  Impairment loss                                                 -                           4,789
  Write off of advances to Local
    Limited Partnerships (Note 5)                            29,812
  Other                                                       1,838                           2,337
                                          --------------------------     ---------------------------

    Total operating expenses                                106,039                          82,182
                                          --------------------------     ---------------------------

Loss from operations                                        (81,117)                        (67,339)

Equity in losses of Local
  Limited Partnerships (Note 2)                                   -                          (3,775)

Interest income                                                   3                              13
                                          --------------------------     ---------------------------

Net loss                                  $                 (81,114)     $                  (71,101)
                                          ==========================     ===========================

Net loss allocated to:
  General Partner                         $                    (811)     $                     (711)
                                          ==========================     ===========================

  Limited Partners                        $                 (80,303)     $                  (70,390)
                                          ==========================     ===========================

Net loss per Partnership Unit             $                      (5)     $                       (5)
                                          ==========================     ===========================

Outstanding weighted
Partnership Units                                            15,000                          15,000
                                          ==========================     ===========================


                                            See accompanying notes to financial statements
                                                                   4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                 WNC HOUSING TAX CREDIT FUND III, L.P.
                                                  (A California Limited Partnership)

                                                    STATEMENT OF PARTNERS' DEFICIT

                                               For the Three Months Ended June 30, 2009
                                                              (Unaudited)


                                                  General               Limited
                                                  Partner               Partners              Total
                                              -----------------     ----------------   ------------------
                                             <S>                   <C>                <C>

Partners' deficit at March 31, 2009           $        (81,175)     $    (3,984,163)   $      (4,065,338)

Net loss                                                  (811)             (80,303)             (81,114)
                                              -----------------     ----------------   ------------------

Partners' deficit at June 30, 2009            $        (81,986)     $    (4,064,466)   $      (4,146,452)
                                              =================     ================   ==================




                                            See accompanying notes to financial statements
                                                                   5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                 WNC HOUSING TAX CREDIT FUND III, L.P.
                                                  (A California Limited Partnership)

                                                       STATEMENTS OF CASH FLOWS

                                           For the Three Months Ended June 30, 2009 and 2008
                                                              (Unaudited)


                                                                       2009                   2008
                                                               ---------------------     ----------------
                                                              <S>                       <C>

Cash flows from operating activities:
  Net loss                                                     $            (81,114)     $       (71,101)
    Adjustments to reconcile net loss to net
       cash provided by operating activities:
        Amortization                                                              -                   85
        Equity in losses of Local Limited Partnerships                            -                3,775

        Impairment loss                                                           -                4,789
        Advances made to Local Limited Partnership                          (29,812)                   -
        Write off of advances made to Local Limited
           Partnership                                                       29,812                    -
        Change in accrued fees and expenses due to
          General Partner and affiliates                                     89,741               77,308
                                                                ---------------------     ----------------

             Net cash provided by operating activities                        8,627               14,856
                                                                ---------------------     ----------------

Net increase in cash                                                          8,627               14,856

Cash, beginning of period                                                    16,761              101,033
                                                                ---------------------     ----------------

Cash, end of period                                             $            25,388       $      115,889
                                                                =====================     ================

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION

  Taxes paid                                                    $                 -       $           -
                                                                =====================     ================



                                            See accompanying notes to financial statements

                                                                   6
</TABLE>

<PAGE>

                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  For the Quarterly Period Ended June 30, 2009
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

General
-------

The accompanying  condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim  financial  information  and with the  instructions  to Form
10-Q/A  for  quarterly  reports  under  Section  13 or 15(d)  of the  Securities
Exchange Act of 1934.  Accordingly,  they do not include all of the  information
and footnotes required by accounting principles generally accepted in the United
States  of  America  for  complete  financial  statements.  In  the  opinion  of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.  Operating results for the
three months ended June 30, 2009 are not  necessarily  indicative of the results
that may be  expected  for the fiscal year ending  March 31,  2010.  For further
information, refer to the financial statements and footnotes thereto included in
the  Partnership's  annual report on Form 10-K/A for the fiscal year ended March
31, 2009.

Organization
------------

WNC Housing Tax Credit Fund III,  L.P.,  (the  "Partnership"),  is a  California
Limited  Partnership formed under the laws of the State of California on May 10,
1991. The  Partnership was formed to acquire  limited  partnership  interests in
other limited partnerships ("Local Limited Partnerships") which own multi-family
housing complexes ("Housing Complexes") that are eligible for Federal low income
housing tax  credits  ("Low  Income  Housing Tax  Credits").  The local  general
partners (the "Local General Partners") of each Local Limited Partnership retain
responsibility  for maintaining,  operating and managing the Housing  Complexes.
Each  Local  Limited  Partnership  is  governed  by  its  agreement  of  limited
partnership (the "Local Limited Partnership Agreement").

The general  partner of the  Partnership is WNC Tax Credit  Partners,  L.P. (the
"General   Partner").   WNC  &  Associates,   Inc.,  a  California   corporation
("Associates"),  and Wilfred N. Cooper, Sr., are general partners of the General
Partner.  The chairman and president of Associates  owns all of the  outstanding
stock of  Associates.  The business of the  Partnership  is conducted  primarily
through Associates, as the Partnership has no employees of its own.

The Partnership  shall continue in full force and effect until December 31, 2050
unless  terminated  prior to that date pursuant to the partnership  agreement or
law.

The financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The Partnership  Agreement  authorized the sale of up to 15,000 units of Limited
Partnership interests  ("Partnership Units") at $1,000 per Partnership Unit. The
offering of  Partnership  Units  concluded in  September  30, 1993 at which time
15,000   Partnership   Units   representing   subscriptions  in  the  amount  of
$15,000,000,  had been  accepted.  The  General  Partners  have a 1% interest in
operating  profits and losses,  taxable  income and losses,  cash  available for
distribution  from the  Partnership  and Low Income  Housing  Tax Credits of the
Partnership.  The  investors  (the  "Limited  Partners")  will be allocated  the
remaining 99% of these items in proportion to their respective investments.

The  proceeds  from the  disposition  of any of the Local  Limited  Partnerships
Housing  Complexes will be used first to pay debts and other obligations per the
respective Local Limited Partnership Agreement. Any remaining proceeds will then
be paid to the  Partnership.  The sale of a Housing  Complex  may be  subject to
other restrictions and obligations.  Accordingly, there can be no assurance that
a Local Limited Partnership will be able to sell its Housing Complex. Even if it
does so, there can be no assurance that any significant  amounts of cash will be
distributed to the  Partnership.  Should such  distributions  occur, the Limited
Partners  will be  entitled  to  receive  distributions  equal to their  capital


                                       7
<PAGE>

                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                  For the Quarterly Period Ended June 30, 2009
                                   (Unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

contributions  and their  return on  investment  (as defined in the  Partnership
Agreement) and the General  Partners would then be entitled to receive  proceeds
equal to their capital contributions from the remainder.  Any additional sale or
refinancing  proceeds  will  be  distributed  90% to the  Limited  Partners  (in
proportion to their respective investments) and 10% to the General Partners.

Risks and Uncertainties
-----------------------

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The  Low  Income   Housing  Tax  Credits   rules  are   extremely   complicated.
Noncompliance  with these rules results in the loss of future Low Income Housing
Tax  Credits  and the  fractional  recapture  of Low Income  Housing Tax Credits
already taken. In most cases the annual amount of Low Income Housing Tax Credits
that an  individual  can use is limited to the tax liability due on the person's
last $25,000 of taxable income. The Local Limited  Partnerships may be unable to
sell the Housing  Complexes  at a price which  would  result in the  Partnership
realizing cash distributions or proceeds from the transaction.  Accordingly, the
Partnership  may be unable to distribute any cash to its Limited  Partners.  Low
Income  Housing Tax Credits may be the only  benefit from an  investment  in the
Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing Tax  Credits,  a  fractional  recapture  of prior Low
Income Housing Tax Credits,  and a loss of the  Partnership's  investment in the
Housing  Complex  would  occur.  The  Partnership  is  a  limited  partner  or a
non-managing  member  of  each  Local  Limited  Partnership.   Accordingly,  the
Partnership  will have very  limited  rights with respect to  management  of the
Local  Limited  Partnerships.  The  Partnership  will rely  totally on the Local
General  Partners.  Neither  the  Partnership's  investments  in  Local  Limited
Partnerships,  nor  the  Local  Limited  Partnerships'  investments  in  Housing
Complexes,  are readily marketable.  To the extent the Housing Complexes receive
government financing or operating subsidies,  they may be subject to one or more
of the  following  risks:  difficulties  in  obtaining  tenants  for the Housing
Complexes;  difficulties  in  obtaining  rent  increases;  limitations  on  cash
distributions;  limitations  on  sales  or  refinancing  of  Housing  Complexes;
limitations on transfers of interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property and Low Income  Housing Tax Credits and recapture of Low Income
Housing Tax  Credits  previously  taken.  The value of real estate is subject to
risks  from  fluctuating  economic   conditions,   including  employment  rates,
inflation,  tax, environmental,  land use and zoning policies, supply and demand
of similar Housing Complexes, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge the tax treatment of tax items.  The amount of Low Income  Housing Tax
Credits and tax losses allocable to Limited Partners could be reduced if the IRS
were successful in such a challenge.  The  alternative  minimum tax could reduce
tax benefits from an investment  in the  Partnership.  Changes in tax laws could
also impact the tax benefits from an investment  in the  Partnership  and/or the
value of the Housing Complexes.

                                       8
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

All of the Low Income  Housing Tax Credits  anticipated  to be realized from the
Local  Limited  Partnerships  have  been  realized.  The  Partnership  does  not
anticipate  being  allocated  any Low Income  Housing Tax Credits from the Local
Limited  Partnerships in the future.  Until the Local Limited  Partnerships have
completed the 15 year Low Income  Housing Tax Credit  compliance  period,  risks
exist for potential recapture of prior Low Income Housing Tax Credits received.

No trading  market for the  Partnership  Units exists or is expected to develop.
Limited  Partners  may be unable to sell  their  Partnership  Units  except at a
discount  and  should  consider  their  Partnership  Units  to  be  a  long-term
investment.  Individual  Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited Partners.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through September 30, 2010.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

Exit Strategy
-------------

The  Compliance  Period for a Housing  Complex is generally  15 years  following
construction or  rehabilitation  completion.  Associates was one of the first in
the industry to offer syndicated  investments in Low Income Housing Tax Credits.
The initial programs are completing their Compliance Periods.

With that in mind,  the General  Partner is continuing its review of the Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of June 30, 2009. As of June 30, 2009 no Local Limited  Partnerships
have been identified for disposition.

During  the  year  ended  March  31,  2009  the  Partnership  sold  its  Limited
Partnership interest in Carlinville Associate I, L.P.

                                       9
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Method of Accounting for Investments in Local Limited Partnerships
------------------------------------------------------------------

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting of the sum of the remaining future Low Income
Housing  Tax  Credits  estimated  to be  allocable  to the  Partnership  and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the
Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized  as part of the investment  account and are being  amortized over 30
years (see Note 2).

"Equity in losses of Local Limited  Partnerships" for the periods ended June 30,
2009 and 2008 have been recorded by the Partnership.  Management's  estimate for
the three-month  period is based on either actual unaudited  results reported by
the Local Limited  Partnerships  or historical  trends in the  operations of the
Local Limited  Partnerships.  In subsequent  annual financial  statements,  upon
receiving the actual annual results reported by the Local Limited  Partnerships,
management  reverses its prior estimate and records the actual results  reported
by  the  Local  Limited   Partnerships.   Equity  in  losses  of  Local  Limited
Partnerships  allocated to the Partnership are not recognized to the extent that
the  investment  balance would be adjusted below zero. As soon as the investment
balance reaches zero, the related costs of acquiring the investment are impaired
(see Note 2). If the Local  Limited  Partnerships  reported net income in future
years,  the  Partnership  will resume  applying the equity method only after its
share of such net income  equals the share of net losses not  recognized  during
the period(s) the equity method was suspended (see Note 2).

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Financial  Accounting  Standards Board "FASB")  Interpretation  No.  46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in investments in
Local Limited Partnerships, plus the risk of recapture of Low Income Housing Tax
Credits  previously  recognized  on such  investments,  represents  the  maximum
exposure to loss in connection with such investments. The Partnership's exposure
to loss on the Local  Limited  Partnerships  is mitigated by the  condition  and
financial  performance  of the  underlying  Housing  Complexes  as  well  as the
strength of the Local General Partners and their  guarantees  against Low Income
Housing Tax Credits recapture.

Distributions  received by the  Partnership  are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero  are  recognized  as  income.  As of June 30,  2009  all of the  investment
balances had reached zero.

                                       10
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting  period.  Actual results could materially differ from those
estimates.

Cash and Cash Equivalents
-------------------------

The Partnership considers all highly liquid investments with original maturities
of three months or less when  purchased to be cash  equivalents.  As of June 30,
2009 and March 31, 2009, the Partnership had no cash equivalents.

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

Income Taxes
------------

No provision  for income taxes has been recorded in the  accompanying  financial
statements  as any  liabilities  and/or  benefits  for income  taxes flow to the
partners of the  Partnership  and are their  obligations  and/or  benefits.  For
income tax purposes, the Partnership reports on a calendar year basis.

In June 2006, FASB issued  Interpretation  No. 48 "Accounting for Uncertainty in
Income  Taxes" (FIN 48), an  interpretation  of FASB  Statement  No. 109. FIN 48
provides  guidance  for  how  uncertain  tax  positions  should  be  recognized,
measured,  presented and disclosed in the financial statements.  FIN 48 requires
the  evaluation of tax positions  taken or expected to be taken in the course of
preparing the  Partnership's  tax returns to determine whether the tax positions
are  more-likely-than-not  of being sustained upon examination by the applicable
tax  authority,  based on the  technical  merits of the tax  position,  and then
recognizing  the tax benefit that is  more-likely-than-not  to be realized.  Tax
positions  not  deemed  to meet  the  more-likely-than-not  threshold  would  be
recorded as a tax expense in the current  reporting  period.  As  required,  the
Partnership adopted FIN 48 effective April 1, 2007 and concluded that the effect
is not material to its financial statements.  Accordingly,  no cumulative effect
adjustment related to the adoption of FIN 48 was recorded.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

                                       11
<PAGE>

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

Amortization
------------

Acquisition  fees  and  costs  were  being  amortized  over 30 years  using  the
straight-line  method.  Amortization expense was $0 and $85 for the three months
ended June 30, 2009 and 2008, respectively.

Impairment
----------

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an  impairment  loss.  Impairment  is measured by  comparing  the
investment  carrying  amount to the sum of the total of the remaining Low Income
Housing Tax Credits  allocated to the fund and the estimated  residual  value of
the investment.

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS
--------------------------------------------------

As of the periods  presented,  the  Partnership  owns Local Limited  Partnership
interests  in  47  Local  Limited  Partnerships.  All  of  these  Local  Limited
Partnership's  own one  Housing  Complex  consisting  of an  aggregate  of 1,666
apartment units.  The Local General  Partners of the Local Limited  Partnerships
manage the day to day  operations  of the  entities.  Significant  Local Limited
Partnership  business  decisions  require  approval  from the  Partnership.  The
Partnership, as a Limited Partner, is generally entitled to 99%, as specified in
the Local Limited Partnership governing agreements, of the operating profits and
losses,  taxable  income and losses,  and Low Income  Housing Tax Credits of the
Local Limited Partnerships.

The following is a summary of the equity method  activity of the  investments in
Local Limited Partnerships for the periods presented below:
<TABLE>
<CAPTION>

                                                                     For the Three
                                                                      Months Ended         For the Year Ended
                                                                     June 30, 2009           March 31, 2009
                                                                 -------------------    ----------------------
                                                                <S>                    <C>

  Investments per balance sheet, beginning of period             $                -     $              25,029
  Equity in income (losses) of Local Limited Partnerships                         -                   (19,900)
  Impairment                                                                      -                    (4,789)
  Amortization of capitalized acquisition fees and costs                          -                      (340)
                                                                 -------------------    ----------------------

  Investments per balance sheet, end of period                   $                -     $                   -
                                                                 ===================    ======================
</TABLE>

                                                                   12
<PAGE>

NOTE 2 - INVESTMENTS IN LOCAL LIMITED PARTNERSHIPS, continued
-------------------------------------------------------------

Selected financial information for the three months ended June 30, 2009 and 2008
from the unaudited combined condensed financial  statements of the Local Limited
Partnerships in which the partnership has invested is as follows:

                                  COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                             2009                     2008
                                                    ---------------------     --------------------
                                                   <S>                       <C>

         Revenues                                   $          2,072,000      $         2,102,000
                                                    ---------------------     --------------------

         Expenses
           Interest expense                                      327,000                  330,000
           Depreciation and amortization                         474,000                  479,000
           Operating expenses                                  1,554,000                1,573,000
                                                    ---------------------     --------------------
              Total expenses                                   2,355,000                2,382,000
                                                    ---------------------     --------------------

         Net loss                                   $           (283,000)     $          (280,000)
                                                    =====================     ====================
         Net loss allocable to the Partnership      $           (280,000)     $          (275,000)
                                                    =====================     ====================
         Net loss recorded by the Partnership       $                  -      $            (4,000)
                                                    =====================     ====================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and/or have  working  capital  deficiencies.  In the event  these Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the Partnership may be required to sustain  operations of such
Local Limited  Partnerships.  If additional  capital  contributions are not made
when they are required,  the Partnership's  investments in certain of such Local
Limited  Partnerships  could be  impaired,  and the loss  and  recapture  of the
related Low Income Housing Tax Credits could occur.

                                       13
<PAGE>

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates the following fees:

     (a)  An annual asset management fee equal to 0.5% of the invested assets of
          the Partnership,  as defined.  "Invested  Assets" means the sum of the
          Partnership's  investment in Local Limited  Partnership  interests and
          the Partnership's Allocable share of mortgage loans on and other debts
          related  to  the  Housing   Complexes  owned  by  such  Local  Limited
          Partnerships.  Fees of $74,099 and $74,866  were  incurred  during the
          three  months  ended  June  30,  2009  and  2008,  respectively.   The
          Partnership paid the General  Partners and or their affiliates  $5,000
          and $0 of those fees during the three  months  ended June 30, 2009 and
          2008, respectively.

     (b)  The  Partnership  reimburses the General Partner or its affiliates for
          operating  expenses  incurred by the  Partnership  and paid for by the
          General  Partner  or its  affiliates  on  behalf  of the  Partnership.
          Operating  expense  reimbursements  were $0  during  each of the three
          months ended June 30, 2009 and 2008.

     (c)  A subordinated  disposition  fee in an amount equal to 1% of the sales
          price of real estate sold.  Payment of this fee is subordinated to the
          limited partners  receiving a preferred return of 16% through December
          31, 2002 and 6% thereafter (as defined in the  Partnership  Agreement)
          and is payable only if the General  Partner or its  affiliates  render
          services in the sales  effort.  No such fee was  incurred in the three
          months ended June 30, 2009.

The accrued fees and expenses due to the General Partner and affiliates  consist
of the following at:
<TABLE>
<CAPTION>

                                                                       June 30, 2009             March 31, 2009
                                                                   ----------------------       -----------------
                                                                  <S>                          <C>

       Expenses paid by the General Partners or affiliates
          on behalf of the Partnership                             $               8,709        $          6,852
       Advances made to the Partnership from the General
          Partner or affiliates                                                   72,511                  53,996
       Asset management fees payable                                           4,090,620               4,021,521
                                                                   ----------------------       -----------------

       Total                                                       $           4,171,840        $      4,082,099
                                                                   ======================       =================
</TABLE>

The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid until such time as  capital  reserves  are in excess of future
foreseeable working capital requirements of the Partnership.

                                       14

<PAGE>

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

Forward-Looking Statements

With the exception of the  discussion  regarding  historical  information,  this
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations" and other discussions  elsewhere in this Form 10-Q/A contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties  and other  factors which may involve known and unknown risks that
could  cause  actual  results  of  operations  to differ  materially  from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties  inherent in forward looking statements include, but are
not  limited  to,  the  Partnership  future  cash  flows and  ability  to obtain
sufficient financing, level of operating expenses,  conditions in the Low Income
Housing Tax Credit property market and the economy in general,  as well as legal
proceedings.  Historical results are not necessarily indicative of the operating
results for any future period.

Subsequent  written and oral  forward  looking  statements  attributable  to the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by cautionary statements in this Form 10-Q/A and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the condensed  unaudited  financial  statements and the
notes thereto included elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
three  months  ended June 30, 2009 and 2008,  and should be read in  conjunction
with  the  condensed  unaudited  financial  statements  and  accompanying  notes
included within this report.

Financial Condition

The  Partnership's  assets  at June  30,  2009  consisted  of  $25,000  in cash.
Liabilities at June 30, 2009 consisted of $4,172,000 in accrued asset management
fees  and  payables  due  to the  General  Partner  and/or  its  affiliates  for
reimbursement of expenses paid.

Results of Operations

Three Months  Ended June 30, 2009  Compared to Three Months Ended June 30, 2008.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2009 was
$(81,000),  reflecting  an increase of  $(10,000)  from the  $(71,000)  net loss
experienced for the three months ended June 30, 2008. The increase was partially
due to an  increase  of  $(30,000)  in write off of  advances  to Local  Limited
Partnerships.  The Partnership advanced funds for operating expenses incurred by
the Local Limited  Partnerships,  and the  Partnership  does not  anticipate the
advances will be repaid by the Local Limited  Partnerships.  The impairment loss
was  decreased  by $5,000  and  equity in losses of Local  Limited  Partnerships
decreased  by $4,000 for the three  months  ended June 30, 2009  compared to the
three months ended June 30, 2008.  Since the investment  balance reached zero as
of March 31, 2009 no losses or impairment could be recorded.  The reporting fees
increased  by  $15,000  which was  partially  offset by a $(5,000)  decrease  in
distribution income.  Distribution income and reporting fees fluctuate from year
to year due to the fact that Local  Limited  Partnerships  pay those fees to the
Partnership  when the Local Limited  Partnership's  cash flow will allow for the
payment.

Liquidity and Capital Resources

Three Months  Ended June 30, 2009  Compared to Three Months Ended June 30, 2008.
Net  increase  in cash  during the three  months  ended June 30, 2009 was $9,000
compared to a net  increase in cash for the three  months ended June 30, 2008 of
$15,000.  The change of  $(6,000) is due  primarily  to the fact that during the
three months ended June 30, 2009 the  Partnership  advanced  $(30,000) to one of
the Local Limited Partnerships for operating expenses. This was partially offset
by $21,000 received from Associates.

                                       15
<PAGE>

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

In addition,  the Partnership paid the General Partner or an affiliate  $(5,000)
of accrued asset management fees compared to no fees being paid during the three
months ended June 30, 2008. The Partnership  received  $10,000 more in operating
income from reporting fees and distribution income as discussed above.

During the three months ended June 30, 2009,  accrued  payables,  which  consist
primarily  of related  party  management  fees and  advances  due to the General
Partner,  increased by $90,000.  The General  Partner does not  anticipate  that
these accrued fees and advances will be paid until such time as capital reserves
are in excess of foreseeable working capital requirements of the Partnership.

The Partnership  expects its future cash flows,  together with its net available
assets as of June 30, 2009, to be insufficient to meet all currently foreseeable
future cash  requirements.  Associates has agreed to continue providing advances
sufficient enough to fund the operations and working capital requirements of the
Partnership through September 30, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risks

         NOT APPLICABLE

Item 4T. Controls and Procedures

(a)      Disclosure controls and procedures
         ----------------------------------

          As of the end of the period covered by this report,  the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive Officer and Chief Financial Officer of Associates,
          carried out an evaluation of the  effectiveness  of the  Partnership's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that,  as of  the  end of the  period  covered  by  this  report,  the
          Partnership's disclosure controls and procedures were not effective to
          ensure  that  material  information  required to be  disclosed  in the
          Partnership's periodic report filings with SEC is recorded, processed,
          summarized and reported within the time period  specified by the SEC's
          rules  and  forms,  consistent  with  the  definition  of  "disclosure
          controls and procedures" under the Securities Exchange Act of 1934.

          The Partnership must rely on the Local Limited Partnerships to provide
          the  Partnership  with  certain  information  necessary  to the timely
          filing  of  the  Partnership's   periodic  reports.   Factors  in  the
          accounting at the Local Limited Partnerships have caused delays in the
          provision  of such  information  during past  reporting  periods,  and
          resulted in the  Partnership's  inability to file its periodic reports
          in a timely manner.

          Once the Partnership has received the necessary  information  from the
          Local Limited Partnerships,  the Chief Executive Officer and the Chief
          Financial Officer of Associates believe that the material  information
          required to be disclosed in the Partnership's  periodic report filings
          with SEC is effectively recorded, processed,  summarized and reported,
          albeit not in a timely manner. Going forward, the Partnership will use
          the means reasonably within its power to impose procedures designed to
          obtain from the Local Limited  Partnerships the information  necessary
          to the timely filing of the Partnership's periodic reports.

(b)      Changes in internal controls
         ----------------------------

          There were no  changes  in the  Partnership's  internal  control  over
          financial  reporting  that occurred  during the quarter ended June 30,
          2009 that materially affected,  or are reasonably likely to materially
          affect, the Partnership's internal control over financial reporting.

                                       16

<PAGE>

Part II. Other Information

Item 1. Legal Proceedings

        NONE

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

        NONE

Item 3. Defaults Upon Senior Securities

        NONE

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

        NONE

Item 5. Other Information

        NONE

Item 6. Exhibits

31.1 Amended  Certification of the Principal  Executive Officer pursuant to Rule
     13a-14(e)  and  15d-14(e),  as  adopted  pursuant  to  section  302  of the
     Sarbanes-Oxley Act of 2002. (filed herewith)

31.2 Amended  Certification of the Principal  Financial Officer pursuant to Rule
     13a-14(e)  and  15d-14(e),  as  adopted  pursuant  to  section  302  of the
     Sarbanes-Oxley Act of 2002. (filed herewith)

32.1 Amended Section 1350 Certification of the Chief Executive  Officer.  (filed
     herewith)

32.2 Amended Section 1350 Certification of the Chief Financial  Officer.  (filed
     herewith)

                                       17
<PAGE>

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

WNC HOUSING TAX CREDIT FUND III, L.P.


By:  WNC Tax Credit Partners, L.P.  General Partner


By:  WNC & ASSOCIATES, INC.         General Partner




By: /s/  Wilfred N. Cooper, Jr.
    ---------------------------

Wilfred N. Cooper, Jr.
President and Chief Executive Officer of WNC & Associates, Inc.

Date: April 15, 2010




By:  /s/ Melanie R. Wenk
     -------------------

Melanie R. Wenk
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: April 15, 2010

                                       18