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 September 30, 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. Employer
               incorporation or organization) Identification No.)

                              17782 Sky Park Circle
                                   Irvine, CA
                                   92614-6404
               (Address of principal executive offices) (Zip Code)

                                 (714) 662-5565
                               (Telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes _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__

<PAGE>

                                EXPLANATORY NOTE

WNC Housing Tax Credit Fund III, L.P. is filing this  amendment to its Quarterly
Report on Form 10-Q for the period ended September 30, 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.  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 November
10, 2009, or modify or update those disclosures  affected by subsequent  events.
Except as described  above,  the  Partnership  has not modified or updated other
disclosures or information presented in the original Form 10-Q.



<PAGE>


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

                              INDEX TO FORM 10 - Q/A

                For the Quarterly Period Ended September 30, 2009

PART I. FINANCIAL INFORMATION

         Item 1. Financial Statements

             Balance Sheets
                       As of September 30, 2009 and March 31, 2009.............3

             Statements of Operations
                       For the Three and Six Months Ended September 30, 2009 and
                       2008....................................................4

             Statement of Partners' Deficit
                       For the Six Months Ended September 30, 2009.............5

             Statements of Cash Flows
                       For the Six Months Ended September 30, 2009 and 2008....6

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

         Item 2. Management's Discussion and Analysis of Financial
                      Condition and Results of Operations.....................15

         Item 3. Quantitative and Qualitative Disclosures about Market Risks..16

         Item 4T. Controls and Procedures.....................................16

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings............................................17

         Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.17

         Item 3.  Defaults Upon Senior Securities.............................17

         Item 4.  Submission of Matters to a Vote of Security Holders.........17

         Item 5.  Other Information...........................................17

         Item 6.  Exhibits ...................................................18

         Signatures ..........................................................19

                                       2

<PAGE>

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

                                 BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                    September 30, 2009            March 31, 2009
                                                                  ------------------------      -------------------
                                                                  <S>                           <C>

ASSETS

Cash                                                               $                16,669       $           16,761
Investments in Local Limited Partnerships, net (Note 2)                                  -                        -
                                                                  ------------------------      -------------------

             Total Assets                                          $                16,669       $           16,761
                                                                  ========================      ===================


LIABILITIES AND PARTNERS' DEFICIT

Liabilities:
 Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                         $             4,294,801       $        4,082,099
                                                                  ------------------------      -------------------

Partners' Deficit:
 General Partner                                                                  (83,303)                 (81,175)
 Limited Partners (15,000 Partnership Units authorized;
  15,000 Partnership Units issued and outstanding)                             (4,194,829)              (3,984,163)
                                                                  ------------------------      -------------------

   Total Partners' Deficit                                                     (4,278,132)              (4,065,338)
                                                                  ------------------------      -------------------

            Total Liabilities and Partners' Deficit                $                16,669       $           16,761
                                                                  ========================      ===================
</TABLE>

                 See accompanying notes to financial statement
                                       3

<PAGE>

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

                            STATEMENTS OF OPERATIONS

         For the Three and Six Months Ended September 30, 2009 and 2008
                                   (unaudited)
<TABLE>
<CAPTION>

                                                          2009                                         2008
                                        -----------------------------------------     ----------------------------------------
                                          Three Months            Six Months             Three Months           Six Months
                                        ------------------     ------------------     --------------------   -----------------
                                        <S>                    <C>                    <C>                    <C>

 Distribution Income                     $               -      $               -      $             4,779    $          9,284
 Reporting fees                                     11,043                 35,965                    3,950              14,288
                                        ------------------     ------------------     --------------------   -----------------

Total operating income                              11,043                 35,965                    8,729              23,572
                                        ------------------     ------------------     --------------------   -----------------

 Operating expenses:
  Amortization (Note 2)                                  -                      -                       85                 170
  Asset management fees (Note 3)                    74,099                148,198                   74,866             149,732
  Legal and accounting fees                         49,477                 49,767                        -                  65
  Impairment loss                                        -                      -                        -               4,789
  Write off of advances to Local
      Limited Partnership                           14,720                 44,532                   46,029              46,029
  Other                                              4,428                  6,266                      290               2,667
                                        ------------------     ------------------     --------------------   -----------------

    Total operating expenses                       142,724                248,763                  121,270             203,452
                                        ------------------     ------------------     --------------------   -----------------

 Loss from operations                            (131,681)              (212,798)                (112,541)           (179,880)

 Equity in losses of Local Limited
 Partnerships (Note 2)                                   -                      -                  (3,774)             (7,549)

 Interest income                                         1                      4                        9                  22
                                        ------------------     ------------------     --------------------   -----------------

 Net loss                                $       (131,680)      $       (212,794)      $         (116,306)    $      (187,407)
                                        ==================     ==================     ====================   =================

 Net loss allocated to:
  General Partner                        $         (1,317)      $         (2,128)      $           (1,163)    $        (1,874)
                                        ==================     ==================     ====================   =================

  Limited Partners                       $       (130,363)      $       (210,666)      $         (115,143)    $      (185,533)
                                        ==================     ==================     ====================   =================

 Net loss per Partnership Unit           $             (9)      $            (14)      $               (8)    $           (12)
                                        ==================     ==================     ====================   =================

 Outstanding weighted
  Partnership Units                                15,000                  15,000                   15,000              15,000
                                        ==================     ==================     ====================   =================

</TABLE>

                 See accompanying notes to financial statements
                                        4

<PAGE>

                      WNC HOUSING TAX CREDTI FUND III, L.P.
                       (A California Limited Partnership)

                         STATEMENT OF PARTNERS' DEFICIT

                   For the Six Months Ended September 30, 2009
                                   (unaudited)

<TABLE>
<CAPTION>

                                                            General                Limited
                                                            Partner                Partners              Total
                                                         -----------------     - ----------------    ------------------
                                                         <S>                    <C>                  <C>

Partners' deficit at March 31, 2009                       $        (81,175)      $    (3,984,163)     $     (4,065,338)

Net loss                                                            (2,128)             (210,666)             (212,794)
                                                          ------------------     ----------------    ------------------

Partners' deficit at September 30, 2009                   $        (83,303)      $    (4,194,829)     $     (4,278,132)
                                                          =================     =================    ==================
</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 Six Months Ended September 30, 2009 and 2008
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                 2009                    2008
                                                                         ---------------------     ------------------
                                                                         <S>                       <C>

Cash flows from operating activities:
  Net loss                                                                $           (212,794)     $       (187,407)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
       Amortization                                                                          -                   170
       Equity in losses of  Local Limited Partnerships                                       -                 7,549
       Impairment loss                                                                       -                 4,789
       Advances to Local Limited Partnerships                                          (44,532)              (46,029)
       Write off of advances to Local Limited Partnerships                              44,532                46,029
       Change in accrued fees and expenses due to
        General Partner and affiliates                                                 212,702               127,464
                                                                         ---------------------     -----------------

             Net cash used in operating activities                                        (92)              (47,435)
                                                                         ---------------------     -----------------

Net decrease in cash                                                                      (92)              (47,435)

Cash, beginning of period                                                               16,761               101,033
                                                                         ---------------------     -----------------

Cash, end of period                                                       $             16,669     $          53,598
                                                                         =====================     =================

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

                For the Quarterly Period Ended September 30, 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
six months  ended  September  30,  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 September  30, 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.

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

                                       7

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended September 30, 2009
                                   (unaudited)

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

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. 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

                                       8

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended September 30, 2009
                                   (unaudited)

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

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 November 30, 2010.

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.

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 September  30, 2009.  As of September  30, 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.

                                       9

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended September 30, 2009
                                   (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 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 September
30, 2009 and 2008 have been recorded by the Partnership.  Management's  estimate
for the six-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).

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Generally Accepted  Accounting  Principles  ("GAAP"),  consolidation of variable
interest  entities,  because  the  Partnership  is not  considered  the  primary
beneficiary.   The  Partnership's   balance  in  investments  in  Local  Limited
Partnerships,  plus the risk of  recapture  of Low Income  Housing  Tax  Credits
previously  recognized on such  investments,  represents the maximum exposure to
loss in connection with such investments.  The Partnership's exposure to loss on
the Local  Limited  Partnerships  is mitigated by the  condition  and  financial
performance of the underlying  Housing  Complexes as well as the strength of the
Local  General  Partners  and their  guarantees  against Low Income  Housing Tax
Credits recapture.

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 September 30, 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.

                                       10

<PAGE>

                     WNC HOUSING TAX CREDTI FUND III, L.P.
                       (A California Limited Partnership)

                         STATEMENT OF PARTNERS' DEFICIT

                   For the Six Months Ended September 30, 2009
                                   (unaudited)

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

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 September
30, 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
------------

No provision  for income taxes has been recorded in the  accompanying  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.

In June 2006, the Financial  Accounting Standards Board ("FASB") issued guidance
for how uncertain tax positions  should be recognized,  measured,  presented and
disclosed in the  financial  statements.  This  requires the  evaluation  of tax
positions  taken  or  expected  to be  taken  in the  course  of  preparing  the
Partnership's   tax  returns  to  determine   whether  the  tax   positions  are
more-likely-than-not  of being sustained upon  examination by the applicable tax
authority,  based  on  the  technical  merits  of the  tax  position,  and  then
recognizing  the tax benefit that is  more-likely-than-not  to be realized.  Tax
positions  not  deemed  to meet  the  more-likely-than-not  threshold  would  be
recorded as a tax expense in the current  reporting  period.  As  required,  the
Partnership  adopted the standard effective April 1, 2007 and concluded that the
effect is not material to its financial statements.  Accordingly,  no cumulative
effect adjustment related to the adoption of the standard was recorded.

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 $170 for the six months
ended September 30, 2009 and 2008, respectively.

                                       11

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                For the Quarterly Period Ended September 30, 2009
                                   (unaudited)

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

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 Partherships.  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.

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 Six
                                                                           Months Ended           For the Year Ended
                                                                        September 30, 2009          March 31, 2009
                                                                        -------------------      ----------------------
                                                                        <S>                      <C>

  Investments per balance sheet, beginning of period                     $                -       $              25,029
  Equity 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                           $                -       $                   -
                                                                        ===================      ======================
</TABLE>

                                       12

<PAGE>

                     WNC HOUSING TAX CREDTI FUND III, L.P.
                       (A California Limited Partnership)

                         STATEMENT OF PARTNERS' DEFICIT

                   For the Six Months Ended September 30, 2009
                                   (unaudited)

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

Selected  financial  information for the six months ended September 30, 2009 and
2008 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:
<TABLE>
<CAPTION>

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
                                                                        2009                       2008
                                                                ---------------------       --------------------
                                                                <S>                         <C>

               Revenues                                          $          4,145,000        $         4,204,000
                                                                ---------------------       --------------------

               Expenses
                 Interest expense                                             655,000                    660,000
                 Depreciation and amortization                                948,000                    957,000
                 Operating expenses                                         3,108,000                  3,147,000
                                                                ---------------------       --------------------
                     Total expenses                                         4,711,000                  4,764,000
                                                                ---------------------       --------------------

               Net loss                                          $           (566,000)                 (560,000)
                                                                =====================       ====================
               Net loss allocable to the Partnership             $           (560,000)       $         (551,000)
                                                                =====================       ====================
               Net loss recorded by the Partnership              $                  -        $           (8,000)
                                                                =====================       ====================
</TABLE>

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.

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 $148,198 and $149,732 were incurred  during the
          six  months  ended  September  30,  2009 and 2008,  respectively.  The
          Partnership paid the General Partner and or its affiliates  $5,000 and
          $10,000 of those fees during the six months ended  September  30, 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
          six months ended September 30, 2009 and 2008, respectively.

                                       13

<PAGE>

                     WNC HOUSING TAX CREDTI FUND III, L.P.
                       (A California Limited Partnership)

                         STATEMENT OF PARTNERS' DEFICIT

                   For the Six Months Ended September 30, 2009
                                   (unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------

     (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 six months ended September 30, 2009 or September 30, 2008.

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

                                                                    September 30, 2009           March 31, 2009
                                                                   ----------------------       -----------------
                                                                   <S>                          <C>

       Expenses paid by the General Partner or affiliates
          on behalf of the Partnership                              $              57,571        $          6,582
       Advances made to the Partnership from the
       General Partner or affiliates                                               72,511                  53,996
       Asset management fees payable                                            4,164,719               4,021,521
                                                                   ----------------------       -----------------

       Total                                                        $           4,294,801        $      4,082,099
                                                                   ======================       =================
</TABLE>


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.

                                       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/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 six months ended  September  30, 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 September  30, 2009  consisted of $17,000 in cash.
Liabilities  at September  30, 2009  consisted of $4,295,000 of accrued fees and
expenses due to the General Partner and affiliates.

Results of Operations

Three  Months  Ended  September  30,  2009  Compared to the Three  Months  Ended
September  30,  2008.  The  Partnership's  net loss for the three  months  ended
September  30, 2009 was  $(131,000),  reflecting  an  increase of  approximately
$(15,000) from the $(116,000)  net loss  experienced  for the three months ended
September  30, 2008.  The  increase in net loss is largely due to the  $(49,000)
increase in legal and accounting  fees due to the timing of the accounting  work
being performed for the  Partnership.  The increase in legal and accounting fees
was partially  offset by a decrease of $31,000 in write off of advances to Local
Limited  Partnerships.  During the three months ended  September  30, 2009 there
were advances of $(15,000) made to one Local Limited Partnership which was fully
reserved for as of September 30, 2009 compared to $(46,000) of advances made and
reserved for during the three months ended September 30, 2008. The advances made
to the troubled Local Limited  Partnerships  can vary each year depending on the
operations of the individual Local Limited Partnerships. 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.  Total  operating
income  increased by $2,000 as both the  distribution  income and reporting fees
can 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.

Six Months Ended  September 30, 2009 Compared to the Six Months Ended  September
30, 2008. The Partnership's net loss for the six months ended September 30, 2009
was  $(213,000),  reflecting  an increase of  approximately  $(25,000)  from the
$(188,000) net loss experienced for the six months ended September 30, 2008. The

                                       15

<PAGE>

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

increase  in net loss is  largely  due to the  $(50,000)  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  $8,000
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 $2,000,  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  after September 30,
2008.  There was a decrease of $1,000 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.  Total  operating  income  increased by $12,000 for the six months
ended September 30, 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

Six Months Ended  September 30, 2009 Compared to Six Months Ended  September 30,
2008.  The net decrease in cash during the six months ended  September  30, 2009
was $(100) compared to a net decrease in cash for the six months ended September
30, 2008 of $(47,000). The change is largely due to 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 six months ended September 30, 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 six months ended  September 30,
2008. The Partnership  received  $12,000 more in operating income from reporting
fees and  distribution  income  during the six months ended  September 30, 2009.
During the six months ended September 30, 2009 the Partnership  made advances of
$(45,000)  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 six months ended September
30,  2008  the  Partnership   advanced   $(46,000)  to  troubled  Local  Limited
Partnerships.

During the six months ended September 30, 2009, accrued payables,  which consist
primarily  of related  party  management  fees and  advances  due to the General
Partner, increased by $213,000. 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  September  30,  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 November 30, 2010.

Item 3.   Quantitative and Qualitative Disclosures About Market Risks

          NOT APPLICABLE

                                       16

<PAGE>

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 September
          30,  2009  that  materially  affected,  or are  reasonably  likely  to
          materially affect,  the Partnership's  internal control over financial
          reporting.

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

                                       17

<PAGE>

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)

                                       18

<PAGE>

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND III, L.P.

By:  WNC Tax Credit Partners, L.P.  General Partner


By:  WNC & ASSOCIATES, INC.                 General Partner




By: /s/  Wilfred N. Cooper, Jr.
    ---------------------------

Wilfred N. Cooper, Jr.
President and Chief Executive Officer of WNC & Associates, Inc.
Date: April 15, 2010




By:  /s/ Melanie R. Wenk
     -------------------
Melanie R. Wenk
Vice-President - Chief Financial Officer of WNC & Associates, Inc.

Date: April 15, 2010


                                       19