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| [Mark One] |                                                          |   |
|------------|---------------------------------------------------------------|--------|
| x          | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF      THE     |   |
|       | SECURITIES EXCHANGE ACT OF    1934                            |   |
|       |                                                          |   |
|       | For      the fiscal year ended December 31, 2007         |   |
|       | OR                                                            |   |
|       |                                                          |   |
| o          | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)      OF THE |   |
|       | SECURITIES EXCHANGE ACT OF    1934                            |   |

| Delaware                                                            |   | 20-3269195                                |
|---------------------------------------------------------------------|--------|-------------------------------------------|
| (State      or other jurisdiction of incorporation or organization) |   | (I.R.S.      Employer Identification No.) |

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|   | (a) | List      of Documents Filed. |
|--------|-----|-------------------------------|

|   | 1. | Financial      Statements. |
|--------|----|----------------------------|

|   | 2. | Financial      Statement Schedules. |
|--------|----|-------------------------------------|

|   | 3. | Exhibits. |
|--------|----|-----------|

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

|   | (c) | Financial      Statement Schedules. |
|--------|-----|-------------------------------------|

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| Exhibit Number | Description                                                                                                                                                                                                                                                                                                                                                                                                              |
|----------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1            | Second Amended and Restated Agreement of Limited      Partnership of Registrant (previously filed in and incorporated by      reference to Exhibit B to prospectus of the Registrant filed pursuant to      Rule 424(b)(3) on May 18, 2006)                                                                                                                                                                         |
| 3.2            | Certificate of Limited Partnership of Registrant      (previously filed in and incorporated by reference to Registrant’s      Registration Statement on Form S-11, Commission File No. 333-127891, filed      on August 26, 2005)                                                                                                                                                                             |
| 4.1            | Subscription      Agreement (previously filed in and      incorporated by reference to Exhibit C to Supplement No.5 to prospectus of      the Registrant filed pursuant to Rule 424(b)(3), filed on December 21,      2007)                                                                                                                                                                                         |
| 10.1           | Form      of Escrow Agreement between the Registrant and Coppermark Bank (previously      filed in and incorporated by reference to Pre-Effective Amendment No. 4 to      Registrant’s Registration Statement on Form S-11, Commission File No.      333-127891, filed on February 10, 2006)                                                                                                                  |
| 10.2           | Distribution      Reinvestment Plan (previously filed in and      incorporated by reference to Exhibit D to prospectus of the Registrant      filed pursuant to Rule 424(b)(3), filed on May 18,      2006)                                                                                                                                                                                                         |
| 10.3           | Form      of Participation Agreement by and between the Registrant, UMTH Land      Development, L.P., United Development Funding, L.P. and United Development      Funding II, L.P. (previously filed in and incorporated by reference      to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on      Form S-11, Commission File No. 333-127891, filed on November 18,      2005)  |
| 10.4           | Form      of Marketing Support Agreement (previously filed in and incorporated by      reference to Pre-Effective Amendment No. 3 to Registrant’s Registration      Statement on Form S-11, Commission File No. 333-127891, filed on February      1, 2006)                                                                                                                                                   |
| 10.5           | Limited      Guaranty by Registrant for the benefit of United Mortgage Trust      (previously filed in and incorporated by reference to Form 8-K filed on      October 20, 2006)                                                                                                                                                                                                                                    |
| 10.6           | Letter      agreement with respect to the Limited Guaranty between Registrant and      United Mortgage Trust for the benefit of United Development Funding, L.P.      (previously filed in and incorporated by reference to Form 8-K filed on      October 20, 2006)                                                                                                                                                |
| 10.7           | Fairness      opinion with respect to Limited Guaranty by Registrant for the benefit of      United Mortgage Trust and letter agreement with respect to the Limited      Guaranty between Registrant and United Mortgage Trust for the benefit of      United Development Funding, L.P. (previously filed in and incorporated by      reference to Form 8-K filed on October 20, 2006)                              |
| 10.8           | Secured      Promissory Note by Centurion Acquisitions, L.P. for the benefit of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 10-Q filed on November 14, 2006)                                                                                                                                                                                          |
| 10.9           | Secured      Promissory Note by Midlothian Longbranch, L.P. for the benefit of United      Development Funding, III, L.P. (previously filed in and incorporated by      reference to Form 10-Q filed on November 14, 2006)                                                                                                                                                                                          |
| 10.10          | Environmental      Indemnity Agreement by Midlothian Longbranch, L.P., Centurion      Acquisitions, L.P., Pars Investments, Inc. and Mehrdad Moayedi in favor of      United Development Funding III, L.P. (previously filed in and incorporated      by reference to Form 10-Q filed on November 14, 2006)                                                                                                         |
| 10.11          | Secured      Promissory Note by Arete Real Estate and Development Company, Modern      Modular Home Rental Corp., and Creative Modular Housing Inc. for the      benefit of United Development Funding III, L.P. (previously filed in and      incorporated by reference to Form 10-Q filed on November 14,      2006)                                                                                              |
| 10.12          | Security      Agreement by Arete Real Estate and Development Company, Creative Modular      Housing Inc. and Modern Modular Home Rental Corp. in favor of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 10-Q filed on November 14, 2006)                                                                                                                |
| 10.13          | Continuing      Unconditional Guaranty by Joe Fogarty, Nancy Fogarty and the Fogarty      Family Trust for the benefit of United Development Funding III, L.P.      (previously filed in and incorporated by reference to Form 10-Q filed on      November 14, 2006)                                                                                                                                                |
| 10.14          | Secured      promissory note by Centurion Acquisitions, L.P. for the benefit of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 8-K filed November 21, 2006)                                                                                                                                                                                              |
| 10.15          | Security      Agreement by Centurion Acquisitions, L.P. and Pars Investment Inc., for      the benefit of United Development Funding III, L.P. (previously filed in      and incorporated by reference to Form 8-K filed November 21,      2006)                                                                                                                                                                    |
| 10.16          | Continuing      Unconditional Guaranty by Pars Investment Inc. for the benefit of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 8-K filed November 21, 2006)                                                                                                                                                                                            |
| 10.17          | Loan      and Security Agreement between United Development Funding III, L.P., as      borrower, and Premier Bank, as lenders, (previously filed in and      incorporated by reference to Form 8-K filed January 3, 2007)                                                                                                                                                                                           |
| 10.18          | Revolving      Note from United Development Funding III, L.P. for the benefit of Premier      Bank (previously filed in and incorporated by reference to Form 8-K filed      January 3, 2007)                                                                                                                                                                                                                       |
| 10.19          | Secured      Promissory Note by United Development Funding, L.P. for the benefit of      United Development Funding III, L.P. (previously filed in and incorporated      by reference to Form 8-K filed January 4, 2007)                                                                                                                                                                                            |
| 10.20          | Fairness      opinion with respect to Secured Promissory Note by United Development      Funding, L.P. for the benefit of United Development Funding III, L.P.      (previously filed in and incorporated by reference to Form 8-K filed      January 4, 2007)                                                                                                                                                      |
| 10.21          | Secured      Promissory Note by Buffington Hidden Lakes, LTD for the benefit of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 10-K filed on April 2, 2007)                                                                                                                                                                                              |
| 10.22          | Continuing      Unconditional Guaranty by Buffington Hidden Lakes GP, Inc. for the benefit      of United Development Funding III, L.P. (previously filed in and      incorporated by reference to Form 10-K filed on April 2,2007)                                                                                                                                                                                 |
| 10.23          | Letter      of engagement between UMTH Funding Services, L.P. and United Development      Funding III, L.P. regarding arrangement of financing and financial      advising (previously filed in and incorporated by reference to      Post-Effective Amendment No. 1 to Registrant’s Registration Statement on      Form S-11, Commission File No. 333-127891, filed on April 30,      2007)             |
| 10.24          | Note      Purchase, Assignment and Assumption Agreement by and between McDougal      Family Partnership, LTD. and United Development Funding III, L.P.      (previously filed in and incorporated by reference to Form 10-Q filed      on May 15, 2007)                                                                                                                                                        |
| 10.25          | Secured      Line of Credit Promissory Note by United Development Funding X, L.P.      (previously filed in and incorporated by reference to Form 10-Q filed      on November 14, 2007)                                                                                                                                                                                                                        |
| 10.26          | Security      Agreement by United Development Funding X, L.P. in favor of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 10-Q filed on November 14, 2007)                                                                                                                                                                                           |
| 10.27          | Continuing      Unconditional Guaranty by UMT Holdings, L.P. for the benefit of United      Development Funding III, L.P. (previously filed in and incorporated by      reference to Form 10-Q filed on November 14, 2007)                                                                                                                                                                                     |
| 10.28          | Fairness      opinion with respect to Secured Line of Credit Promissory Note by United      Development Funding X, L.P. for the benefit of United Development Funding      III, L.P. (previously filed in and incorporated by reference to      Form 10-Q filed on November 14, 2007)                                                                                                                     |

| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of      Principal Executive Officer (previously filed in and incorporated      by reference to Form 10-K filed on March 31,  2008) |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of      Principal Financial Officer (previously filed in and incorporated      by reference to Form 10-K filed on March 31,  2008) |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| 31.3      (1) | Rule 13a-14(a)/15d-14(a) Certification of      Principal Executive Officer with      respect to theForm 10-K/A |
|---------------|---------------------------------------------------------------------------------------------------------------------|

| 31.4 (1) | Rule 13a-14(a)/15d-14(a) Certification of      Principal Financial Officer with      respect to the Form 10-K/A |
|----------|-----------------------------------------------------------------------------------------------------------------|

| 32.1 (2) | Section 1350 Certifications (previously furnished in and      incorporated by reference to Form 10-K filed on March 31,      2008) |
|---------------|-----------------------------------------------------------------------------------------------------------------------------------------|

|   |   |
|--------|--------|

| (1) | Filed      herewith. |
|-----|----------------------|

| (2) | Previously      furnished in and incorporated by reference to Form 10-K filed on March 31,      2008.  In accordance with Item      601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for      purposes of Section 18 of the Exchange Act or otherwise subject to the      liabilities of that section.  Such certifications will not be      deemed incorporated by reference into any filing under the Securities Act      of 1933, as amended, or the Exchange Act, except to the extent that the      registrant specifically incorporates it by    reference. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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