UNITED STATES OF AMERICA
                       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 December 31, 2008

                                       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 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:

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  December 31, 2008 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 August
13, 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.

                                       2

<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 and  15d-14,  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 and  15d-14,  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)

                                       3

<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





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