FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(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, 2006

                                       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
                   ( Address of principle executive offices )

                                 (714) 622-5565
                              ( 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 an  accelerated  filer (as
defined in rule 12b-2 of the Exchange Act).

Yes          No    X
   ----------  -----------

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

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 2006

PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

             Balance Sheets
                       June 30, 2006 and March 31, 2006........................3

             Statements of Operations
                       For the Three Months Ended June 30, 2006 and 2005.......4

             Statement of Partners' Deficit
                       For the Three Months Ended June 30, 2006 ...............5

             Statements of Cash Flows
                       For the Three Months Ended June 30, 2006 and 2005.......6

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


     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................14

     Item 3. Quantitative and Qualitative Disclosures above Market Risk.......15

     Item 4.  Controls and Procedures.........................................15

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................16

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......16

     Item 3. Defaults Upon Senior Securities..................................16

     Item 4. Submission of Matters to a Vote of Security Holders..............16

     Item 5. Other Information................................................16

     Item 6. Exhibits and Reports on Form 8-K.................................16

     Signatures...............................................................17

     Certifications......................................................18 & 19

                                       2
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                       June 30, 2006                March 31, 2006
                                                                   -----------------------        ------------------
                                                                        (unaudited)
ASSETS
<S>                                                             <C>                            <C>
Cash and cash equivalents                                        $               164,170        $         156,158
Investments in Local Limited Partnerships, net (Note 2)                           23,387                   23,717
                                                                   -----------------------        ------------------
   Total Assets                                                  $               187,557        $         179,875
                                                                   =======================        ==================
LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
   Accrued fees and expenses due to
     General Partner and affiliates (Note 3)                     $             3,267,462        $       3,198,608

Partners' deficit:
  General Partner                                                                (71,321)                 (70,709)
  Limited Partners (15,000 Partnership Units authorized;
    15,000 Partnership Units issued and outstanding)                          (3,008,584)              (2,948,024)
                                                                   -----------------------        ------------------
      Total partners' deficit                                                 (3,079,905)              (3,018,733)
                                                                   -----------------------        ------------------
      Total Liabilities and  Partners' Deficit                   $               187,557        $         179,875
                                                                   =======================        ==================
</TABLE>

                 See accompanying notes to financial statements
                                       3
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS

                For the Three Months Ended June 30, 2006 and 2005
                                   (unaudited)
<TABLE>
<CAPTION>
                                                          2006                             2005
                                                 ------------------------        --------------------------
<S>                                           <C>                              <C>
Interest income                                $                     185        $                      239

Distribution income                                               14,703                             5,428
                                                 ------------------------        --------------------------
    Total income                                                  14,888                             5,667
                                                 ------------------------        --------------------------
Operating expenses:
  Amortization (Note 2)                                               85                                85
  Asset management fees (Note 3)                                  74,866                            74,866
  Legal and accounting                                               234                             5,475
  Other                                                              630                             2,852
                                                 ------------------------        --------------------------
    Total operating expenses                                      75,815                            83,278
                                                 ------------------------        --------------------------
Loss from operations                                             (60,927)                          (77,611)

Equity in losses of Local Limited
  Partnerships (Note 2)                                             (245)                          (10,329)
                                                 ------------------------        --------------------------
Net loss                                       $                 (61,172)       $                  (87,940)
                                                 ========================        ==========================
Net loss allocated to:
  General Partner                              $                    (612)       $                     (879)
                                                 ========================        ==========================
  Limited Partners                             $                 (60,560)       $                  (87,061)
                                                 ========================        ==========================

Net loss per Partnership Unit                  $                      (4)       $                       (6)
                                                 ========================        ==========================
Outstanding weighted Partnership Units                            15,000                            15,000
                                                 ========================        ==========================
</TABLE>
                 See accompanying notes to financial statements
                                       4
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                         STATEMENT OF PARTNERS' DEFICIT

                    For the Three Months Ended June 30, 2006
<TABLE>
<CAPTION>
                                                          General              Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
<S>                                                 <C>                  <C>                   <C>
Partners' deficit at March 31, 2006                  $       (70,709)     $     (2,948,024)     $       (3,018,733)

Net loss (unaudited)                                            (612)              (60,560)                (61,172)
                                                       ---------------      ----------------      ------------------
Partners' deficit at June 30, 2006 (unaudited)       $       (71,321)     $     (3,008,584)     $       (3,079,905)
                                                       ===============      ================      ==================
</TABLE>
                 See accompanying notes to financial statements
                                       5
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS

                For the Three Months Ended June 30, 2006 and 2005
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                            2006                 2005
                                                                        --------------      ---------------
<S>                                                                  <C>                 <C>
Cash flows from operating activities:
  Net loss                                                            $      (61,172)     $       (87,940)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                              85                   85
        Equity in losses of Local Limited Partnerships                           245               10,329
        Change in accrued  fees and expenses due to
          General Partner and affiliates                                      68,854               49,312
                                                                        --------------      ---------------
Net cash provided by  (used in) operating activities                           8,012              (28,214)
                                                                        --------------      ---------------
Net increase (decrease) in cash and cash equivalents                           8,012              (28,214)

Cash and cash equivalents, beginning of period                               156,158              212,588
                                                                        --------------      ---------------
Cash and cash equivalents, end of period                              $      164,170      $       184,374
                                                                        ==============      ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                         $            -      $             -
                                                                        ==============      ===============
</TABLE>
                 See accompanying notes to financial statements
                                       6
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (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
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, 2006 are not  necessarily  indicative  of the results that may be
expected  for the fiscal year ending March 31,  2007.  For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Partnership's  annual  report on Form 10-K for the fiscal  year ended  March 31,
2006.

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

WNC Housing Tax Credit Fund III, L.P. ("the Partnership"),  a California Limited
Partnership,  was  formed  on May  10,  1991  under  the  laws of the  State  of
California.  The Partnership was formed to acquire limited partnership interests
or membership interests in other Local Limited Partnerships or limited liability
companies  ("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 general  partner of the  Partnership is WNC Tax Credit  Partners,  L.P. (the
"General  Partner").  The  general  partners  of the  General  Partner are WNC &
Associates,  Inc.  ("Associates")  and Wilfred N.  Cooper,  Sr. The chairman and
president  of  Associates  own  substantially  all of the  outstanding  stock of
Associates.  The  business of the  Partnership  is conducted  primarily  through
Associates,  as the  Partnership  and General Partner have no employees of their
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  Partnership  Agreement  authorized  the  sale of up to  15,000  of  Limited
Partnership interest  ("Partnership  Units") at $1,000 per Partnership Unit. The
offering of  Partnership  Units  concluded on September  30, 1993, at which time
15,000 Partnership Units representing subscriptions in the amount of $15,000,000
had been accepted.  The General Partner has 1% interest in operating profits and
losses,  taxable income and losses,  in 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  Partnership
properties  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  99% to the  Limited  Partners  (in
proportion to their respective investments) and 1% to the General Partners.

                                       7
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (unaudited)

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

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
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 properties, 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 the 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.

Substantially  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 a significant  amount of 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.
                                       8
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (unaudited)

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

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.

Associates has agreed to continue providing  advances  sufficient enough to fund
the operations and working capital  requirements of the Partnership through June
30, 2007, if the Partnership were to experience a working capital deficiency.

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 the  existing  contractual  obligations  and the
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 IRS  Compliance  Period for  low-income  housing  tax credit  properties  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 properties 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
Complex,  and the tax  consequences to the Limited Partners from the sale of the
Housing Complex.

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. As of June 30, 2006, no Housing Complexes
have completed 15 year compliance  period or been selected for disposition.  The
dissolution  of the  Partnership  was not  imminent as of December  31, 2006 and
therefore the Partnership continues to be accounted for as a going concern.

The  proceeds  from the  disposition  of any of the  Local  Limited  Partnership
properties  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  99% to the  Limited  Partners  (in
proportion to their respective investments) and 1% to the General Partners.

                                       9
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (unaudited)

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

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

The Partnership  accounts for its investments in 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 and includes such reduction in equity in loss of
limited partnerships. 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 Notes 2).

"Equity in losses of the Local Limited  Partnerships" for each period ended June
30, 2006 and 2005 have been recorded by the Partnership based on three months of
results  estimated by management of 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 quarterly 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 the  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,  amortization  of the  related  costs of  acquiring  the
investment  are  accelerated  to the  extent of losses  available.  If the Local
Limited  Partnerships  report 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)

Distributions received from the Local Limited Partnerships will be accounted for
as a reduction  of the  investment  balance.  Distributions  received  after the
investment has reached zero will be recognized as distribution income.

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

The preparation of the balance sheet 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.

Concentration of Credit Risk
----------------------------

At June 30, 2006, the Partnership  maintained cash balances at certain financial
institutions  in  excess  of the  federally  insured  maximum.  The  Partnership
believes it is not exposed to any significant financial risk on cash.

                                       10
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (unaudited)

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

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

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

The  Partnership  considers  all  highly  liquid  investments  with an  original
maturity of three months or less when  purchased to be cash  equivalents.  As of
June 30, 2006 and March 31, 2006, the Partnership had no cash equivalents.

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.

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

No provision for income taxes has been  recorded in the 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.

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.

                                       11
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (unaudited)

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

As of the periods  presented,  the Partnership has acquired limited  partnership
interests  in 48 Local  Limited  Partnerships,  each of which  owns one  Housing
Complex except one Local Limited  Partnership that owns three Housing Complexes,
consisting of an aggregate of 1,685  apartment  units.  The  respective  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
agreements,  of the operating profits and losses,  taxable income and losses and
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              For the Year
                                                                   Months Ended                  Ended
                                                                  June 30, 2006             March 31, 2006
                                                              -----------------------      ------------------
<S>                                                          <C>                        <C>
     Investments per balance sheet, beginning of period       $              23,717      $           57,307
     Equity in losses of Local Limited Partnerships                            (245)                (32,221)
     Distributions received from Local Limited Partnerships                       -                  (1,029)
     Amortization of capitalized acquisition fees and costs
                                                                                (85)                   (340)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period             $              23,387      $           23,717
                                                                =====================      ==================
</TABLE>
                                       12
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (unaudited)

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

Selected financial information for the three months ended June 30, 2006 and 2005
from the unaudited combined condensed financial  statements of the Local Limited
Partnerships in which the Partnership has invested as follows:


                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                       2006                      2005
                                                               ----------------------      ------------------
<S>                                                         <C>                         <C>
        Revenues                                             $             1,956,000      $        1,761,000
                                                               ----------------------      ------------------
        Expenses:
         Operating expenses                                                1,334,000               1,212,000
         Interest expense                                                    411,000                 356,000
         Depreciation and amortization                                       463,000                 436,000
                                                               ----------------------      ------------------
        Total expenses                                                     2,208,000               2,004,000
                                                               ----------------------      ------------------
        Net loss                                             $              (252,000)     $         (243,000)
                                                               ======================      ==================
                                                             $              (250,000)     $         (240,000)
        Net loss allocable to the Partnership
                                                               ======================      ==================
        Net loss recorded by the Partnership                 $                    -       $          (10,000)
                                                               ======================      ==================
</TABLE>
Certain Local Limited  Partnerships  have incurred  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  the  operations  of such Local
Limited Partnerships. If additional capital contributions are not made when they
are  required,  the  Partnership's  investment  in certain of such Local Limited
Partnerships  could be impaired,  and the loss and  recapture of the related tax
credits could occur.

                                       13
<PAGE>
                      WNC HOUSING TAX CREDIT FUND III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2006
                                   (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 for the following fees:

(a)  Annual asset  management fee. An annual asset  management fee equal to 0.5%
     of the invested assets of the Local Limited  Partnerships.  Invested Assets
     means the sum of the Partnership's  Investment in Local Limited Partnership
     Interests  and the  Partnership's  allocable  share  of the  amount  of the
     mortgage loans on and other debts related to, the Apartment Complexes owned
     by such Local Limited  Partnerships.  Fees of $74,866 were incurred  during
     each of three months ended June 30, 2006 and 2005. The Partnership paid the
     General  Partner or its affiliates  $6,875 and $13,750 of those fees during
     the three months ended June 30, 2006 and 2005, respectively.

(b)  Subordinated  disposition fee. A subordinated  disposition fee is earned 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 fees were
     earned for the periods presented.

(c)  The  Partnership  reimburses  the  General  Partner or its  affiliates  for
     operating expenses incurred in behalf of the Partnership. Operating expense
     reimbursements  were  approximately  $0 and $20,130 during the three months
     ended June 30, 2006 and 2005, respectively.

The accrued fees and expenses due to General Partner and affiliates consisted of
the following at:
<TABLE>
<CAPTION>
                                                        June 30, 2006                 March 31, 2006
                                                    ---------------------          ------------------
<S>                                             <C>                           <C>
   Asset management fee payable                  $              3,261,887       $           3,193,896
   Reimbursement  for  expenses  paid by the
   General Partner and/or its affiliates                            5,575                       4,712
                                                    ----------------------         -------------------
                                                 $              3,267,462       $           3,198,608
                                                    ======================         ===================
</TABLE>
The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid in full until such time as capital  reserves  are in excess of
the 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 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,  our  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 and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the 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, 2006 and 2005,  and should be read in  conjunction
with the condensed  consolidated  financial  statements and  accompanying  notes
included within this report.

Financial Condition

The  Partnership's  assets at June 30, 2006  consisted  primarily of $164,000 in
cash and aggregate  investments in the forty-eight Local Limited Partnerships of
$23,000.  Liabilities  at June 30, 2006  primarily  consisted of  $3,267,000  of
accrued annual asset management fees and  reimbursement for expenses paid by the
General Partner and/or its affiliates.

Results of Operations

Three Months  Ended June 30, 2006  Compared to Three Months Ended June 30, 2005.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2006 was
$(61,000),  reflecting  a decrease  of  $27,000  from the net loss for the three
months  ended June 30,  2005 of  $(88,000).  This  change was  primarily  due to
$10,000 decrease in equity in losses of Local Limited Partnerships for the three
months ended June 30, 2006.  This decrease was a result of the  Partnership  not
recognizing  losses in certain Local Limited  Partnerships  as the investment in
such Local  Limited  Partnerships  had reached zero at June 30, 2006.  Since the
Partnership's  liability with respect to its  investments is limited,  losses in
excess of investments are not  recognized.  Along with the decrease in equity in
losses of limited  partnerships,  the loss from operations decreased by $17,000,
from  $(78,000)  for the three months  ended June 30, 2005 to $(61,000)  for the
three  months  ended June 30,  2006,  which was caused by a $8,000  decrease  in
operating  expenses  offset by a $9,000  increase in  distribution  income.  The
decrease in operating  expenses was primarily due to a $6,000  decrease in legal
and accounting fees and $2,000 decrease in other operating expenses.

Liquidity and Capital

Three Months  Ended June 30, 2006  Compared to Three Months Ended June 30, 2005.
Net cash  provided  during  the three  months  ended June 30,  2006 was  $8,000,
compared to net cash used in the three months ended June 30, 2005 of  $(28,000),
reflecting a change of $36,000. This change was primarily due to a cash increase
provided by operating activities.

During the three months  ended June 30,  2006,  accrued  asset  management  fees
payable  and  advances  due to the General  Partner  increased  by $69,000.  The
General  Partner does not anticipate  that 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.

                                       15
<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations, continued

The Partnership  expects its future cash flows,  together with its net available
assets at June 30, 2006,  to be  sufficient  to meet all  currently  foreseeable
future cash  requirements.  This  excludes  amounts  owed to  Associates  by the
Partnership.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         NOT APPLICABLE

Item 4.  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  Fund'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 adequate  and
         effective in timely alerting them to material  information relating  to
         the Partnership required to be included in  the Partnership's  periodic
         SEC filings.

         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, 2006 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 and Reports on Form 8-K

(a)      Reports on Form 8-K.
         --------------------

         NONE

(b)      Exhibits.
         ---------

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

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

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

32.2     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 CREDITS 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.
Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date: March 6, 2007




By:  /s/ Thomas J. Riha
     ------------------

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

Date: March 6, 2007

                                       18