Exhibit 31-2
                                 CERTIFICATIONS


I, Thomas J. Riha., certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of WNC  HOUSING  TAX
     CREDIT FUND III, L.P.;

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  registrant  as of, and for,  the  periods  presented  in this
     quarterly  report. As discussed in its cover letter to its annual report on
     Form 10-K for the year ended  March 31,  2005,  WNC Housing Tax Credit Fund
     III,  L.P.  (the  "Partnership")  was  unable  to  obtain  an  audit of its
     financial statements included in such annual report performed in accordance
     with the  standards of the PCAOB.  This was due to the  inability to obtain
     audits of financial statements of the entities in which the Partnership has
     invested (the "Local Limited  Partnerships")  performed in accordance  with
     the  standards  of the  PCAOB.  (Audit  opinions,  which the  Partnership's
     auditors  originally  intended to rely upon in forming their opinion,  were
     obtained from the Local Limited  Partnerships  that are in accordance  with
     generally accepted auditing  standards for the United States,  although not
     in  accordance  with the standards of PCAOB.) At the advice of the SEC, the
     Partnership  filed its  annual  report  on Form 10-K for the year  ended as
     "UNAUDITED."

     The  Partnership  continues to evaluate ways of addressing  this deficiency
     and, together with its auditors,  has discussed  solutions with the SEC and
     the  PCAOB.  To date,  those  solutions  primarily  entail  enhanced  audit
     documentation  required by PCAOB Audit  Standard  No. 3. The  Partnership's
     auditors would have to perform additional procedures related to those Local
     Limited Partnerships in order to complete their audit.

     The  Partnership's   auditors  have  been  engaged  to  perform,  and  have
     performed,  a review of the  Partnership's  interim  financial  information
     included in the Partnership's quarterly report on Form 10-Q for the quarter
     ended December 31, 2005.

     Despite the  Partnership's  ongoing  efforts to address these matters,  the
     Partnership  at the time of this  filing  is an  untimely  filer due to the
     deficiency in its annual report on Form 10-K;

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

   (a)  Designed  such  disclosure  controls  and  procedures,  or  caused  such
        disclosure   controls   and   procedures  to   be  designed   under  our
        supervision,  to  ensure  that  material  information  relating  to  the
        registrant,  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  registrant's  disclosure  controls
        and procedures and presented in this  report  our conclusions  about the
        effectiveness of the disclosure controls and procedures, as  of  the end
        of the period covered by this report based on such evaluation; and

   (c)  Disclosed  in this  report  any  change  in  the  registrant's  internal
        control over financial reporting that occurred  during  the registrant's
        most  recent  fiscal  quarter  that   has  materially   affected,  or is
        reasonably  likely  to  materially  affect,  the  registrant's  internal
        control over financial reporting; and

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5. The registrant's other certifying  officer(s) and I have disclosed,  based on
   our most recent evaluation of internal control over  financial reporting,  to
   the registrant's  independent registered public accounting firm and the audit
   committee of the  registrant's  board of directors (or persons performing the
   equivalent functions):

   (a)  All significant  deficiencies and material weaknesses in  the  design or
        operation  of  internal  control  over  financial  reporting  which  are
        reasonably  likely  to  adversely affect in the registrant's  ability to
        record, process, summarize and report financial information; and

   (b)  Any fraud, whether or not material,  that involves  management or  other
        employees who have a  significant  role  in  the  registrant's  internal
        control over financial reporting.

Date:   February 17, 2006




/s/ Thomas J. Riha
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Senior Vice-President - Chief Financial Officer of WNC & Associates, Inc.