UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-K/A

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        ANNUAL REPORT UNDER SECTION13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008o

        TRANSITION REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from _________ to _________




Commission file number:  000-52619



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AmREIT MONTHLY INCOME & GROWTH FUND III, LTD.

(Name of Small Business Issuer in its charter)



Texas

        

        20-2964630(State or other jurisdiction ofincorporation or organization)

        

        (I.R.S. EmployerIdentification No.)8 Greenway Plaza, Suite 1000Houston, TX

        

        77046(address of principle executive offices)

        

        (Zip Code)




Issuers telephone number

(713) 850-1400



Securities registered under Section 12(b) of the Act: None



Securities registered under Section 12(g) of the Act:



Limited Partnership Interests



Check whether the Issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act.o



Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Issuer was required to file such reports), and (2)
has been subject to such filing requirements for the past 90
days.YesxNoo



Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the Issuers knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-Kx



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



Revenues for the Issuers fiscal year ended December 31, 2008 totaled $7,252,000.



Transitional Small Business Disclosure Format (check one):YesoNox







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EXPLANATORY PARAGRAPH



This amendment on form 10-K/A is being filed to replace the Report of Independent Registered Public Accounting Firm originally included in our Form 10-K for the year ended December 31, 2008 filed on March 31, 2009.  This Form 10-K/A has not been updated for events or information subsequent to the date of filing of the original Form 10-K except in connection with the foregoing.  Also, this amendment has not resulted in any changes to our previously reported financial position for the years ended December 31, 2008 and 2007 or results of operations or cash flows for the years ended December 31, 2008, 2007 and 2006.



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Report of Independent Registered Public Accounting Firm



The Partners

AmREIT Monthly Income and Growth Fund III, Ltd.:



We have audited the accompanying consolidated balance sheets of AmREIT Monthly Income and Growth Fund III, Ltd. and subsidiaries (the Partnership) as of December 31, 2008 and 2007, and the related consolidated statements of operations, partners capital and cash flows for the years ended December 31, 2008, 2007 and 2006. In connection with our audit of the consolidated financial statements, we have also audited the related financial statement schedule.  These consolidated financial statements and the financial statement schedule are the responsibility of the Partnerships management. Our responsibility is to express an opinion on these consolidated financial statements and related schedule based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of AmREIT Monthly Income and Growth Fund III, Ltd. and subsidiaries as of December 31, 2008 and 2007, and the results of their operations and their cash flows for the years ended December 31, 2008, 2007 and 2006, in conformity with U.S. generally accepted accounting principles.  Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



(signed) KPMG LLP



Houston, Texas

March 31, 2009



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SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



AmREIT Monthly Income & Growth Fund III, Ltd.By:

        AmREIT Monthly Income & Growth III Corporation, its General PartnerDate: July ­­­31, 2009By:

        /s/ H. Kerr TaylorH. Kerr TaylorPresident, Chief Executive Officer, and DirectorBy:

        /s/ Chad C. BraunChad C. BraunExecutive Vice President, Chief Financial Officer, Treasurer and Secretary






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