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 December 31, 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.
      Employerincorporation
      or organization)
            Identification
      No.)17782
      Sky Park CircleIrvine,
      CA
            92614-6404Address
      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 X
No





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__








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, 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.  Additional disclosure was added to footnote 6 –
subsequent events, concluding that no subsequent events occurred that required
recognition.  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 February 17, 2010, 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.








WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 INDEX
TO FORM 10-Q/A
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)








PART
      I. FINANCIAL INFORMATIONItem
      1.
            Financial
      StatementsBalance
      SheetsAs
      of December 31, 2009 and March 31, 2009
            3Statements
      of OperationsFor
      the Three and Nine Months Ended  December 31, 2009 and
      2008
            4Statement
      of Partners' DeficitFor
      the Nine Months Ended  December 31, 2009
            5Statements
      of Cash FlowsFor
      the Nine Months Ended  December 31, 2009 and
2008
            6Notes
      to Financial Statements
            
            7Item
      2.
            Management's
      Discussion and Analysis of FinancialCondition
      and Results of Operations
            17Item
      3.
            Quantitative
      and Qualitative Disclosures about Market Risks
            
            19Item
      4T.
            Controls
      and Procedures
            
            19PART
      II. OTHER INFORMATIONItem
      1.
            Legal
      Proceedings
            
            20Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            
            20Item
      3.
            Defaults
      Upon Senior Securities
            
            20Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            
            20Item
      5.
            Other
      Information
            
            20Item
      6.
            Exhibits
            
            20Signatures
            
            21





2
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 BALANCE
SHEETS
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)








December
      31, 2009
            
            
            March
      31, 2009ASSETSCash
            
            $
            11,514
            
            
            $
            16,761Other
      assets
            
            
            3,750
            
            
            
            -Total
      Assets
            
            $
            15,264
            
            
            $
            16,761LIABILITIES
      AND PARTNERS' DEFICITLiabilities:Accrued
      fees and expenses due toGeneral
      Partner and affiliates (Note 3)
            
            $
            4,313,772
            
            
            $
            4,082,099Partners’
      Deficit:General
      Partner
            
            
            (11,722
            )
            
            
            (81,175
            )Limited
      Partners (15,000 Partnership Units authorized;15,000
      Partnership Units issued and outstanding)
            
            
            (4,286,786
            )
            
            
            (3,984,163
            )Total
      Partners’ Deficit
            
            
            (4,298,508
            )
            
            
            (4,065,338
            )Total
      Liabilities and Partners’ Deficit
            
            $
            15,264
            
            
            $
            16,761





3
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 STATEMENTS
OF OPERATIONS
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





2009
            
            
            2008Three
      Months
            
            
            Nine
      Months
            
            
            Three
      Months
            
            
            Nine
      MonthsDistribution
      Income
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            14,288Reporting
      fees
            
            
            -
            
            
            
            35,965
            
            
            
            -
            
            
            
            9,284Total
      operating income
            
            
            -
            
            
            
            35,965
            
            
            
            -
            
            
            
            23,572Operating
      expenses:Amortization
      (Note 2)
            
            
            -
            
            
            
            -
            
            
            
            85
            
            
            
            255Asset
      management fees (Note 3)
            
            
            74,099
            
            
            
            222,297
            
            
            
            74,866
            
            
            
            224,598Legal
      and accounting fees
            
            
            13,135
            
            
            
            62,902
            
            
            
            4,112
            
            
            
            4,177Impairment
      loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            4,789Write
      off of advances to Local
              Limited
      Partnership
            
            
            5,200
            
            
            
            49,732
            
            
            
            17,625
            
            
            
            63,654Appraisal
      expense
            
            
            -
            
            
            
            2,000
            
            
            
            22,600
            
            
            
            22,600Other
            
            
            453
            
            
            
            4,719
            
            
            
            594
            
            
            
            3,261Total
      operating expenses
            
            
            92,887
            
            
            
            341,650
            
            
            
            119,882
            
            
            
            323,334Loss
      from operations
            
            
            (92,887
            )
            
            
            (305,685
            )
            
            
            (119,882
            )
            
            
            (299,762
            )Equity
      in losses of Local Limited
              Partnerships
      (Note 2)
            
            
            -
            
            
            
            -
            
            
            
            (3,773
            )
            
            
            (11,322
            )Interest
      income
            
            
            1
            
            
            
            5
            
            
            
            5
            
            
            
            27Gain
      on sale of investment inLocal
      Limited Partnership (Note 2)
            
            
            -
            
            
            
            -
            
            
            
            30,023
            
            
            
            30,023Net
      loss
            
            $
            (92,886
            )
            
            $
            (305,680
            )
            
            $
            (93,627
            )
            
            $
            (281,034
            )Net
      loss allocated to:General
      Partner
            
            $
            (929
            )
            
            $
            (3,057
            )
            
            $
            (936
            )
            
            $
            (2,810
            )Limited
      Partners
            
            $
            (94,741
            )
            
            $
            (302,623
            )
            
            $
            (92,691
            )
            
            $
            (278,224
            )Net
      loss per Partnership Unit
            
            $
            (6
            )
            
            $
            (20
            )
            
            $
            (6
            )
            
            $
            (19
            )Outstanding
      weighted
              Partnership
      Units
            
            
            15,000
            
            
            
            15,000
            
            
            
            15,000
            
            
            
            15,000


4
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 STATEMENT
OF PARTNERS’ DEFICIT
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





General
            
            
            LimitedPartner
            
            
            Partners
            
            
            TotalPartners’
      deficit at March 31, 2009
            
            $
            (81,175
            )
            
            $
            (3,984,163
            )
            
            $
            (4,065,338
            )Contributions
      (Note 5)
            
            
            72,510
            
            
            
            -
            
            
            
            72,510Net
      loss
            
            
            (3,057
            )
            
            
            (302,623
            )
            
            
            (305,680
            )Partners’
      deficit at December 31, 2009
            
            $
            (11,722
            )
            
            $
            (4,286,786
            )
            
            $
            (4,298,508
            )


5
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)








2009
            
            
            2008Cash
      flows from operating activities:Net
      loss
            
            $
            (305,680
            )
            
            $
            (281,034
            )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Amortization
            
            
            -
            
            
            
            255Equity
      in losses of  Local Limited Partnerships
            
            
            -
            
            
            
            11,322Impairment
      loss
            
            
            -
            
            
            
            4,789Gain
      on sale of investment in Local Limited
              Partnership
            
            
            -
            
            
            
            (30,023
            )Change
      in accrued fees and expenses due toGeneral
      Partner and affiliates
            
            
            304,183
            
            
            
            223,506Net
      cash used in operating activities
            
            
            (1,497
            )
            
            
            (71,185
            )Cash
      flows from investing activities:Proceeds
      from sale of investment in Local Limited
              Partnership
            
            
            -
            
            
            
            30,023Capitalized
      costs for potential dispositions
            
            
            (3,750
            )
            
            
            -Advances
      to Local Limited Partnerships
            
            
            (49,732
            )
            
            
            (63,654
            )Write
      off of advances to Local Limited
              Partnerships
            
            
            49,732
            
            
            
            63,654Net
      cash provided by investing activities
            
            
            (3,750
            )
            
            
            30,023Net
      decrease in cash
            
            
            (5,247
            )
            
            
            (41,162
            )Cash,
      beginning of period
            
            
            16,761
            
            
            
            101,033Cash,
      end of period
            
            $
            11,514
            
            
            $
            59,871SUPPLEMENTAL
      DISCLOSURE OF
              CASH
      FLOW INFORMATIONTaxes
      paid
            
            $
            -
            
            
            $
            -NON-CASH
      INVESTING AND FINANCING ACTIVITIESGeneral
      Partner equity balance was increased and
              accrued
      fees and expenses due to the General Partner
              was
      decreased as a result of forgiveness of debt by the
              General
      Partner.
            
            $
            72,510
            
            
            $
            -


6
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 For
the Quarterly Period Ended December 31, 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 nine months ended December 31,
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 on December 31, 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.


7
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued





The
proceeds from the disposition of any of the Local Limited Partnership’s 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 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.





8
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued





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.





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 February 28, 2011.





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.











9
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued





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 December
31, 2009. As of December 31, 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.





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 December 31, 2009
and 2008 have been recorded by the Partnership. Management’s estimate for the
nine-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.  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).








10
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued





In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets, and
a VIE must be consolidated by a company if it is the primary beneficiary because
a primary beneficiary absorbs the majority of the entity’s expected losses, the
majority of the expected residual returns, or both. The Local Limited
Partnerships in which the Partnership invests are VIEs. However, management does
not consolidate the Partnership’s interests in these VIE’s as the Partnership is
not considered the primary beneficiary. The Partnership’s balance in its
investment in Local Limited Partnerships, plus the risk of recapture of tax
credits previously recognized on these investments, represents its maximum
exposure to loss. The Partnership may be subject to additional losses to the
extent of any financial support that the Partnership voluntarily provides to the
Local Limited Partnerships in the future.





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 December 31, 2009, all of the
investment balances had reached zero.





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
December 31, 2009 and March 31, 2009, the Partnership had no cash
equivalents.





Reporting Comprehensive
Income





The
Partnership had no items of other comprehensive income for all periods
presented.





Income
Taxes





The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.








11
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)





NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued





Net Loss Per Partnership
Unit





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.





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 $255 for the nine months ended December
31, 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 Partnership and the estimated residual
value of the investment.





The
Partnership also evaluates its intangibles for impairment in connection with its
investments in Local Limited Partnerships. Impairment on the intangibles is
measured by comparing the investment’s carrying amount after impairment and the
related intangible assets to the sum of the total of the remaining Low Income
Housing Tax Credits allocated to the Partnership and the estimated residual
value of the investment. No impairment loss was recorded on the related
intangibles during the periods presented.





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.


12
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)








NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued





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





For
      the Nine Months Ended
              December
      31, 2009
            
            
            For
      the Year Ended
              March
      31, 2009Investments
      per balance sheet, beginning of period
            
            $
            -
            
            
            $
            25,029Equity
      in losses of Local Limited Partnerships
            
            
            -
            
            
            
            (19,900
            )Impairment
      loss
            
            
            -
            
            
            
            (4,789
            )Amortization
      of capitalized acquisition fees and costs
            
            
            -
            
            
            
            (340
            )Investments
      per balance sheet, end of period
            
            $
            -
            
            
            $
            -





Selected
financial information for the nine months ended December 31, 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 OPERATIONS2009
            
            
            2008Revenues
            
            $
            6,218,000
            
            
            $
            6,218,000ExpensesInterest
      expense
            
            
            982,000
            
            
            
            982,000Depreciation
      and amortization
            
            
            1,422,000
            
            
            
            1,422,000Operating
      expenses
            
            
            4,662,000
            
            
            
            4,662,000Total
      expenses
            
            
            7,066,000
            
            
            
            7,066,000Net
      loss
            
            $
            (848,000
            )
            
            
            (848,000
            )Net
      loss allocable to the Partnership
            
            $
            (840,000
            )
            
            $
            (835,000
            )Net
      loss recorded by the Partnership
            
            $
            -
            
            
            $
            (11,000
            )





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
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)


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 $222,297 and $224,598 were incurred
      during the nine months ended December 31, 2009 and 2008,
      respectively.  The Partnership paid the General Partner and or
      its affiliates $5,000 and $10,000 of those fees during the nine months
      ended December 31, 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 $5,000 and $15,000 during the nine months ended
      December 31, 2009 and 2008,
respectively.





(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 during either of the
      nine months ended December 31, 2009 or December 31,
  2008.





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





December
      31, 2009
            
            
            March
      31, 2009Expenses
      paid by the General Partner or affiliates
              on
      behalf of the Partnership
            
            $
            74,954
            
            
            $
            6,582Advances
      made to the Partnership from the GeneralPartner
      or affiliates
            
            
            -
            
            
            
            53,996Asset
      management fees payable
            
            
            4,238,818
            
            
            
            4,021,521Total
            
            $
            4,313,772
            
            
            $
            4,082,099





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.





NOTE 4 –ADVANCES TO LOCAL
LIMITED PARTNERSHIPS





During
the nine months ended December 31, 2009, the Partnership voluntarily advanced
$49,732 to one Local Limited Partnership in which the Partnership is a Limited
Partner.  The Local Limited Partnerships has been experiencing operational
issues. As of December 31, 2009 total advances made to Local Limited
Partnerships were $188,688, of which $188,688 was reserved.  The
Partnership determined the recoverability of these advances to be improbable
and, accordingly, a reserve had been recorded.


14
 WNC
HOUSING TAX CREDIT FUND III, L.P.
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)


NOTE 5 –CAPITAL CONTRIBUTION BY
GENERAL PARTNER





During
nine months ended December 31, 2009, the Partnership was relieved of debt owed
to the General Partner totaling $72,510.   The Partnership had
received cash advances from the General Partner, which were in turn advanced by
the Partnership to a certain Local Limited Partnerships to help aid the Local
Limited Partnerships with their operational issues.  The advances were
deemed to be uncollectible by the General Partner, and as such, the debt was
forgiven. The cancellation of debt was recorded by the Partnership as a capital
contribution from the General Partner.





NOTE 6 – SUBSEQUENT
EVENTS





Events
that occur after the balance sheet date but before the financial statements were
available to be issued must be evaluated for recognition or disclosure. The
effects of subsequent events that provide evidence about conditions that existed
at the balance sheet date are recognized in the accompanying financial
statements. Subsequent events, which provide evidence about conditions that
existed after the balance sheet date, require disclosure in the accompanying
notes.  Management evaluated the activity of the Partnership and
concluded that no subsequent events have occurred that would require recognition
in the financial statements.


15


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 and nine months ended December 31, 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 December 31, 2009 consisted of $12,000 in
cash.  Liabilities at December 31, 2009 consisted of $4,314,000 of
accrued fees and expenses due to the General Partner and
affiliates.   During three months ended December 31, 2009, the
Partnership was relieved of debt owed to the General Partner totaling
$72,510.   The Partnership had received cash advances from the
General Partner, which were in turn advanced by the Partnership to a certain
Local Limited Partnerships to help aid the Local Limited Partnerships with their
operational issues.  The advances were deemed to be uncollectible by
the General Partner, and as such, the debt was forgiven. The cancellation of
debt was recorded by the Partnership as a capital contribution from the General
Partner.





Results
of Operations





Three Months Ended December 31, 2009
Compared to the Three Months Ended December 31,
2008.   The Partnership’s net loss for the three months
ended December 31, 2009 was $(93,000), reflecting a decrease of approximately
$1,000 from the $(94,000) net loss experienced for the three months ended
December 31, 2008. The decrease in net loss is largely due to the $4,000
decrease in the equity in losses of Local Limited Partnerships decreased by
$4,000, as a result of all net investment balances of the Local Limited
Partnerships had reached zero during the year ended March 31, 2009 and therefore
no additional equity in losses can be recorded.  The asset management
fees decreased by $1,000 due to the fact that the fees are calculated based on
the value of the invested assets, which decreased due to the sale of one Local
Limited Partnership. Appraisal expense decreased by $23,000 due to the fact
appraisal expenses incurred during three months ended December 31, 2009 were
fully capitalized.  There was $(30,000) decrease in gain on sale of
investment in Local Limited Partnership.  The Partnership sold one of
its Local Limited Partnerships during the three months ended December 31, 2008
whereas there was no Local Limited Partnership sold during the three months
ended December 31, 2009.  In addition, there is an increase in legal
and accounting fees of $(9,000) due to the timing of the accounting work being
performed for the Partnership.   During the three months ended
December 31, 2009 there were advances of $(5,000) made to one Local Limited
Partnership which was fully reserved for as of December 31, 2009 compared to
$(18,000) of advances made and reserved for during the three months ended
December 31, 2008.  The advances made to the troubled Local Limited
Partnerships can vary each year depending on the operations of the individual
Local Limited Partnerships.


16


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





Nine Months Ended December 31, 2009
Compared to the Nine Months Ended December 31, 2008.   The
Partnership’s net loss for the nine months ended December 31, 2009 was
$(306,000), reflecting an increase of approximately $(25,000) from the
$(281,000) net loss experienced for the nine months ended December 31, 2008. The increase
in net loss is largely due to the $(59,000) increase in legal and accounting
fees due to the timing of the accounting work being performed for the
Partnership.  There was a $5,000 decrease in impairment loss and an
$11,000 decrease in equity in losses of Local Limited
Partnerships.  Both of these decreases were due to the fact that all
net investment balances of the Local Limited Partnerships had reached zero as of
year ended March 31, 2009, therefore no more equity in losses can be recorded
and no investment balance remains to be impaired.  The asset
management fees decreased by $3,000, due to the fact that the fees are
calculated based on the value of the invested assets, which decreased due to the
sale of one Local Limited Partnership during the three months ended December 31,
2009. There was a decrease of $14,000 in write off of advances to Local Limited
Partnerships. The advances made to the troubled Local Limited Partnerships can
vary each year depending on the operations of the individual Local Limited
Partnerships.  Appraisal fee decreased by $21,000 due to the fact
multiple Local Limited Partnerships were evaluated during the nine months ended
December 31, 2008 for potential disposition compared to only one Local Limited
Partnership was evaluated during the nine months ended December 31,
2009.  Total operating income increased by $12,000 for the nine months
ended December 31, 2009.  The reporting fees and distribution income
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





Nine Months Ended December 31, 2009
Compared to Nine Months Ended December 31, 2008.  The net
decrease in cash during the nine months ended December 31, 2009 was $(5,000)
compared to a net decrease in cash for the nine months ended December 31, 2008
of $(41,000).    The change is largely due to a decrease of
$(30,000) in proceeds from sale of investment in Local Limited
Partnership.  The Partnership sold one of its Local Limited
Partnerships for the nine months ended December 31, 2008 while no Local Limited
Partnership was sold for the nine months ended December 31,
2009.  There is also a decrease of $15,000 in the payment of the
reimbursements for the accrued fees and expenses due to the General Partner and
affiliates. During the nine months ended December 31, 2009 the Partnership paid
the General Partner or an affiliate $(10,000) for a combination of accrued asset
management fees and reimbursements for operating expenses compared to $(25,000)
paid during the nine months ended December 31, 2008. During the nine months
ended December 31, 2009 the Partnership made advances of $(50,000) to a Local
Limited Partnership that was experiencing operational issues, however $19,000 of
that advance had been advanced to the Partnership from the General Partner or an
affiliate. During the nine months ended December 31, 2008 the Partnership
advanced $(64,000) to troubled Local Limited Partnerships.  The cost
of appraising a Local Limited Partnership for potential disposition of $(4,000)
was capitalized during the nine months ended December 31, 2009 while there was
no cost capitalized during the nine months ended December 31, 2008.





During
the nine months ended December 31, 2009, accrued payables, which consist
primarily of related party management fees and advances due to the General
Partner, increased by $232,000 net of the forgiveness of debt. The General
Partner does not anticipate that the balance of the 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 December 31, 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 February 28, 2011.


17


Recent Accounting
Pronouncements





The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.





In
September 2006, the Financial Accounting Standards Board ("FASB") issued GAAP
for Fair Value Measurements, which defines fair value, establishes a framework
for measuring fair value and expands disclosure about fair value measurements.
This guidance is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and shall be applied prospectively except for
very limited transactions.  In February 2008, the FASB delayed for one year
implementation of the guidance as it pertains to certain non-financial assets
and liabilities  The Partnership does not anticipate this guidance to have
a material impact on the Partnership’s financial statements.





In April
2009, the FASB issued GAAP for Interim Disclosures about Fair Value of Financial
Instruments.  This requires disclosure about the method and
significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It was effective for the Partnership as of June 30, 2009
and has no impact on the Partnership’s financial condition or results of
operations.





In
November 2008, the FASB issued GAAP on Equity Method Investment Accounting
Considerations, which clarifies the accounting for how to account for certain
transactions and impairment considerations involving equity method
investments.   This guidance is effective in fiscal years beginning on
or after December 15, 2008, and interim periods within those fiscal
years. The Partnership adopted the guidance for the interim quarterly period
beginning April 1, 2009. The impact of adopting it does not have a material
impact on the Partnership’s financial condition or results of
operations.





In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to havea material effect on the
Partnership’s financial statements.





In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the single
source of authoritative accounting principles recognized by the FASB to be
applied by non-governmental entities in the preparation of financial statements
in conformity with U.S. generally accepted accounting principles (GAAP). 
The Codification is intended to reorganize, rather than change, existing
GAAP.  Accordingly, all references to currently existing GAAP have been
removed and have been replaced with plain English explanations of the
Partnership’saccounting
policies.  The adoption of the Codification did not have a material impact
on the Partnership’s financial position or results of
operations.


18


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 December 31, 2009 that materially
affected, or are reasonably likely to materially affect, the Partnership’s
internal control over financial reporting.


19


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)





20





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
& 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


21