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  December 31, 1997
                                    -----------------
                                             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    0-21718
                          -------

             BOSTON CAPITAL TAX CREDIT FUND III L.P.
-----------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

           Delaware                           52-1749505
--------------------------------    -----------------------------
 (State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)                Identification No.)

  One Boston Place, Suite 2100,  Boston, Massachusetts   02108
-----------------------------------------------------------------
   (Address of principal executive offices)          (Zip Code)

Registrant's telephone number, including area code (617) 624-8900
                                                   --------------

-----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)

     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
                                ------           ------

                   BOSTON CAPITAL TAX CREDIT FUND III L.P.
             --------------------------------------------------



                        QUARTERLY REPORT ON FORM 10-Q
                   FOR THE QUARTER ENDED December 31, 1997
              -----------------------------------------------


                              TABLE OF CONTENTS
                              -----------------



 PART I - FINANCIAL INFORMATION

   Item 1.  Financial Statements..............................

            Balance Sheets....................................
            Statements of Operations..........................
            Statement of Changes in Partners' Capital.........
            Statements of Cash Flows..........................
            Notes to Financial Statements.....................
   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results
            of Operations.....................................

PART II - OTHER INFORMATION

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

            Signatures........................................





















                   Boston Capital Tax Credit Fund III L.P.

                                 BALANCE SHEETS

                                            December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
ASSETS                                      ------------
------------

INVESTMENTS IN OPERATING
  PARTNERSHIPS (Note D)                     $124,247,323
$134,386,913

OTHER ASSETS
Cash and cash equivalents                      3,581,322
3,925,706
Investments                                    1,382,798
1,393,309
Notes receivable                               2,056,333
2,081,333
Deferred acquisition costs,
  net of accumulated amortization (Note B)     1,706,138
1,757,808
Organization costs, net of
  accumulated amortization (Note B)              105,539
220,083
Other assets                                   1,908,070
2,080,483
                                             -----------
-----------
                                            $134,987,523
$145,845,635
                                             ===========
===========
LIABILITIES

Accounts payable & accrued
  expenses (Note C)                         $      4,553        $
4,681
Accounts payable affiliates                    8,528,737
6,579,726
Capital contributions payable (Note D)         3,200,732
3,765,854
                                             -----------
-----------
                                              11,734,022
10,350,261
                                             -----------
-----------
PARTNERS' CAPITAL

Limited Partners
  Units of limited partnership interest,
  $10 stated value per BAC; 22,000,000
  authorized BACs; 21,996,102 issued and
  outstanding, as of December 31, 1997       123,913,086
136,032,541
General Partner                                 (657,099)
(534,681)
Unrealized gain (loss)
  on securities available for sale, net           (2,486)
(2,486)
                                             -----------
-----------
                                             123,253,501
135,495,374
                                             -----------
-----------
                                            $134,987,523
$145,845,635
                                             ===========
===========

       The accompanying notes are an integral part of these
statements.
                                     1

              Boston Capital Tax Credit Fund III L.P.

                              BALANCE SHEETS

                                                     SERIES 15

----------------------------
                                            December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
ASSETS                                       -----------
---------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (Note D)                   $16,573,241
$18,675,081

OTHER ASSETS
Cash and cash equivalents                      253,758
246,845
Investments                                          -
-
Notes receivable                               110,000
135,000
Deferred acquisition costs,
  net of accumulated amortization (Note B)     260,163
268,047
Organization costs, net of
  accumulated amortization (Note B)                  -
-
Other assets                                   476,479
475,563
                                            ----------
----------
                                           $17,673,641
$19,800,536
                                            ==========
==========
LIABILITIES

Accounts payable and accrued
   expenses (Note C)                       $     1,146      $
1,144
Accounts payable affiliates                  2,223,731
1,812,693
Capital contributions payable (Note D)          34,528
178,680
                                            ----------
----------
                                             2,259,405
1,992,517
                                            ----------
----------
PARTNERS' CAPITAL

Limited Partners
  Units of limited partnership interest,
  $10 stated value per BAC; 22,000,000
  authorized BACs; 3,870,500 issued and
  outstanding, as of December 31, 1997      15,592,765
17,962,610
General Partner                               (178,529)
(154,591)
Unrealized gain (loss) on securities
  available for sale, net                            -
-
                                            ----------
----------
                                            15,414,236
17,808,019
                                            ----------
----------
                                           $17,673,641
$19,800,536
                                            ==========
==========

         The accompanying notes are an integral part of these
statements.
                                     2

                  Boston Capital Tax Credit Fund III L.P.

                                BALANCE SHEETS

                                                      SERIES 16

----------------------------
                                            December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
ASSETS                                       -----------
---------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (Note D)                     $31,595,400
$33,987,844

OTHER ASSETS
Cash and cash equivalents                      1,087,777
1,183,424
Investments                                      280,485
283,537
Notes receivable                                       -
-
Deferred acquisition costs
  net of accumulated amortization (Note B)       417,084
429,721
Organization costs, net of
  accumulated amortization (Note B)               11,158
44,630
Other assets                                      36,979
8,790
                                              ----------
----------
                                             $33,428,883
$35,937,946
                                              ==========
==========
LIABILITIES

Accounts payable & accrued
   expenses (Note C)                         $         -     $
-
Accounts payable affiliates                    2,262,097
1,743,106
Capital contributions payable (Note D)           145,311
155,225
                                              ----------
----------
                                               2,407,408
1,898,331
                                              ----------
----------
PARTNERS' CAPITAL

Limited Partners
  Units of limited partnership interest,
  $10 stated value per BAC; 22,000,000
  authorized BACs; 5,429,402 issued and
  outstanding, as of December 31, 1997        31,178,490
34,166,449
General Partner                                 (156,387)
(126,206)
Unrealized gain (loss) on securities
  available for sale, net                           (628)
(628)
                                              ----------
----------
                                              31,021,475
34,039,615
                                              ----------
----------
                                             $33,428,883
$35,937,946
                                              ==========
==========

       The accompanying notes are an integral part of these
statements.
                                     3

                     Boston Capital Tax Credit Fund III L.P.

                                  BALANCE SHEETS

                                                       SERIES 17

----------------------------
                                            December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
ASSETS                                       -----------
---------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (Note D)                     $28,640,566
$30,804,793

OTHER ASSETS
Cash and cash equivalents                        447,399
539,185
Investments                                            -
-
Notes receivable                               1,409,982
1,409,982
Deferred acquisition costs
  net of accumulated amortization (Note B)       384,860
396,522
Organization costs, net of
  accumulated amortization (Note B)               20,736
50,533
Other assets                                   1,123,605
1,329,684
                                              ----------
----------
                                             $32,027,148
$34,530,699
                                              ==========
==========
LIABILITIES

Accounts payable & accrued
   expenses (Note C)                         $         -     $
-
Accounts payable affiliates                    2,017,963
1,593,932
Capital contributions payable (Note D)         1,619,079
1,844,259
                                              ----------
----------
                                               3,637,042
3,438,191
                                              ----------
----------
PARTNERS' CAPITAL

Limited Partners
  Units of limited partnership interest,
  $10 stated value per BAC; 22,000,000
  authorized BACs; 5,000,000 issued and
  outstanding, as of December 31, 1997        28,535,884
31,211,262
General Partner                                 (145,778)
(118,754)
Unrealized gain (loss) on securities
  available for sale, net                              -
-
                                              ----------
----------
                                              28,390,106
31,092,508
                                              ----------
----------
                                             $32,027,148
$34,530,699
                                              ==========
==========

      The accompanying notes are an integral part of these
statements.
                                     4

                     Boston Capital Tax Credit Fund III L.P.

                                BALANCE SHEETS
                                                      SERIES 18

----------------------------
                                            December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
ASSETS                                      ------------
----------

INVESTMENTS IN OPERATING
   PARTNERSHIPS (Note D)                     $21,740,771
$23,513,680

OTHER ASSETS
Cash and cash equivalents                        667,896
766,409
Investments                                      171,781
173,619
Notes receivable                                 536,351
536,351
Deferred acquisition costs,
  new of accumulated amortization (Note B)       283,423
291,983
Organization costs, net of
  accumulated amortization (Note B)               26,460
49,526
Other assets                                      40,373
41,564
                                              ----------
----------
                                             $23,467,055
$25,373,132
                                              ==========
==========
LIABILITIES

Accounts payable & accrued
   expenses (Note C)                         $         -     $
129
Accounts payable affiliates                    1,027,554
741,114
Capital contributions payable (Note D)           717,634
755,887
                                              ----------
----------
                                               1,745,188
1,497,130
                                              ----------
----------
PARTNERS' CAPITAL

Limited Partners
  Units of limited partnership interest,
  $10 stated value per BAC; 22,000,000
  authorized BACs; 3,616,200 issued and
  outstanding, as of December 31, 1997        21,815,251
23,947,845
General Partner                                  (93,004)
(71,463)
Unrealized gain (loss) on securities
  available for sale, net                           (380)
(380)
                                              ----------
----------
                                              21,721,867
23,876,002
                                              ----------
----------
                                             $23,467,055
$25,373,132
                                              ==========
==========

      The accompanying notes are an integral part of these
statements.
                                     5

                 Boston Capital Tax Credit Fund III L.P.

                                BALANCE SHEETS

                                                      SERIES 19

----------------------------
                                            December 31,
March 31,
                                                1997
1997
                                             (Unaudited)
(Audited)
ASSETS                                      ------------
----------

INVESTMENTS IN OPERATING
PARTNERSHIPS (Note D)                        $25,697,345
$27,405,515

OTHER ASSETS
Cash and cash equivalents                      1,124,492
1,189,843
Investments                                      930,532
936,153
Notes receivables                                      -
-
Deferred acquisition costs,
  net of accumulated amortization (Note B)       360,608
371,535
Organization costs, net of
  accumulated amortization (Note B)               47,185
75,394
Other assets                                     230,634
224,882
                                              ----------
----------
                                             $28,390,796
$30,203,322
                                              ==========
==========
LIABILITIES

Accounts payable & accrued
  expenses (Note C)                          $     3,407     $
3,408
Accounts payable affiliates                      997,392
688,881
Capital contributions payable (Note D)           684,180
831,803
                                              ----------
----------
                                               1,684,979
1,524,092
                                              ----------
----------
PARTNERS' CAPITAL

Limited Partners
  Units of limited partnership interest,
  $10 stated value per BAC; 22,000,000
  authorized BACs; 4,080,000 issued and
  outstanding, as of December 31, 1997        26,790,696
28,744,375
General Partner                                  (83,401)
(63,667)
Unrealized gain (loss) on securities
  available for sale, net                         (1,478)
(1,478)
                                              ----------
----------
                                              26,705,817
28,679,230
                                              ----------
----------
                                             $28,390,796
$30,203,322
                                              ==========
==========

     The accompanying notes are an integral part of these
statements.
                                     6

                  Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF OPERATIONS

                     Three Months Ended December 31,
                              (Unaudited)



                                             1997         1996
                                             ----         ----

Income
  Interest income                       $    40,369   $   117,138
                                         ----------    ----------

Share of loss from Operating
  Partnerships (Note D)                  (3,619,421)
(3,339,896)
                                         ----------    ----------

Expenses
  Professional fees                           7,631        14,445
  Fund management fee (Note C)              612,837       596,591
  Amortization                               55,405        61,573
  General and administrative expenses        81,103        84,289
                                         ----------    ----------
                                            756,976       756,898
                                         ----------    ----------

  NET LOSS                              $(4,336,028)
$(3,979,656)
                                         ==========    ==========

Net loss allocated to limited
  partners                              $(4,292,668)
$(3,939,859)
                                         ==========    ==========

Net loss allocated general
  partner                               $   (43,360)  $
(39,797)
                                         ==========    ==========

Net loss per BAC                        $      (.97)  $
(.88)
                                         ==========    ==========




       The accompanying notes are an integral part of these
statements.
                                     7

                Boston Capital Tax Credit Fund III L.P.

                       STATEMENTS OF OPERATIONS

                    Three Months Ended December 31,
                            (Unaudited)

                                                      SERIES 15

-----------------------
                                                  1997
1996
                                                  ----
----
Income
  Interest income                              $ 168,032     $
168,304
                                                --------
--------

Share of loss from Operating
  Partnerships                                  (687,339)
(711,062)
                                                --------
--------

Expenses
  Professional fees                                1,293
659
  Fund management fee (Note C)                   132,377
126,640
  Amortization                                     2,628
9,186
  General and administrative expenses             14,934
12,433
                                                --------
--------
                                                 151,232
148,918
                                                --------
--------

  NET LOSS                                     $(670,539)
$(691,676)
                                                ========
========

Net loss allocated to limited
  partners                                     $(663,834)
$(684,759)
                                                ========
========

Net loss allocated to general
  partner                                      $  (6,705)    $
(6,917)
                                                ========
========

Net loss per BAC                               $    (.17)    $
(.18)
                                                ========
========




        The accompanying notes are an integral part of these
statements.
                                     8

            Boston Capital Tax Credit Fund III L.P.

                        STATEMENTS OF OPERATIONS

                     Three Months Ended December 31,
                              (Unaudited)


                                                     SERIES 16

------------------------
                                                  1997
1996
                                                  ----
----
Income
  Interest income                            $  (16,438)    $
(8,822)
                                               --------
--------

Share of loss from Operating
  Partnerships                                 (828,356)
(639,191)
                                               --------
--------

Expenses
  Professional fees                               2,080
1,754
  Fund management fee (Note C)                  155,976
162,767
  Amortization                                   15,370
15,370
  General and administrative expenses            20,270
18,412
                                               --------
--------
                                                193,696
198,303
                                               --------
--------

  NET LOSS                                  $(1,038,490)
$(846,316)
                                              =========
========

Net loss allocated to limited
  partners                                  $(1,028,105)
$(837,853)
                                              =========
========

Net loss allocated to general
  partner                                   $   (10,385)    $
(8,463)
                                              =========
========

Net loss per BAC                            $      (.19)    $
(.15)
                                              =========
========




       The accompanying notes are an integral part of these
statements.
                                     9

            Boston Capital Tax Credit Fund III L.P.

                        STATEMENTS OF OPERATIONS

                     Three Months Ended December 31,
                             (Unaudited)


                                                     SERIES 17

------------------------
                                                 1997
1996
                                                 ----
----
Income
  Interest income                             $ (50,304)    $
(40,891)
                                               --------      --
--------

Share of loss from Operating
  Partnerships                                 (900,456)
(1,051,704)
                                               --------
----------

Expenses
  Professional fees                               1,627
4,412
  Fund management fee (Note C)                  137,942
127,702
  Amortization                                   13,820
13,820
  General and administrative expenses            15,832
20,486
                                               --------
----------
                                                169,221
166,420
                                               --------
----------

  NET LOSS                                  $(1,119,981)
$(1,259,015)
                                              =========
==========

Net loss allocated to limited
  partners                                  $(1,108,781)
$(1,246,425)
                                              =========
==========

Net loss allocated to general
  partner                                   $   (11,200)    $
(12,590)
                                              =========
==========

Net loss per BAC                            $      (.22)    $
(.25)
                                               ========
==========




       The accompanying notes are an integral part of these
statements.
                                     10

                Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF OPERATIONS

                      Three Months Ended December 31,
                              (Unaudited)


                                                     SERIES 18

----------------------
                                                 1997
1996
                                                 ----
----
Income
  Interest income                             $ (37,433)    $
(32,822)
                                               --------
--------

Share of loss from Operating
  Partnerships                                 (635,372)
(372,618)
                                               --------
--------

Expenses
  Professional fees                                 200
2,396
  Fund management fee (Note C)                   90,778
76,999
  Amortization                                   10,542
10,542
  General and administrative expenses            14,105
11,813
                                               --------
--------
                                                115,625
101,750
                                               --------
--------

  NET LOSS                                    $(788,430)
$(507,190)
                                               ========
========

Net loss allocated to limited
  partners                                    $(780,546)
$(502,118)
                                               ========
========

Net loss allocated to general
  partner                                     $  (7,884)    $
(5,072)
                                               ========
========

Net loss per BAC                              $    (.22)    $
(.14)
                                               ========
========




       The accompanying notes are an integral part of these
statements.
                                      11

             Boston Capital Tax Credit Fund III L.P.

                     STATEMENTS OF OPERATIONS

                  Three Months Ended December 31,
                           (Unaudited)

                                                      SERIES 19

----------------------
                                                 1997
1996
                                                 ----
----
Income
  Interest income                             $  23,488     $
31,369
                                               --------
--------

Share of loss from Operating
  Partnerships                                 (567,898)
(565,321)
                                               --------
--------

Expenses
  Professional fees                               2,431
5,224
  Fund management fee (Note C)                   95,764
102,483
  Amortization                                   13,045
12,655
  General and administrative expenses            15,962
21,145
                                               --------
--------
                                                127,202
141,507
                                               --------
--------

  NET LOSS                                    $(718,588)
$(675,459)
                                               ========
========

Net loss allocated to limited
  partners                                    $(711,402)
$(668,704)
                                               ========
========

Net loss allocated to general
  partner                                     $  (7,186)    $
(6,755)
                                               ========
========

Net loss per BAC                              $    (.17)    $
(.16)
                                               ========
========





       The accompanying notes are an integral part of these
statements.
                                     12

                 Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF OPERATIONS

                     Nine Months Ended December 31,
                              (Unaudited)



                                             1997         1996
                                             ----         ----

Income
  Interest income                       $   132,299   $   342,091
                                         ----------    ----------

Share of loss from Operating
  Partnerships (Note D)                 (10,105,640)
(10,607,400)
                                         ----------    ----------

Expenses
  Professional fees                         119,153       275,382
  Fund management fee (Note C)            1,678,185     1,702,502
  Amortization                              166,215       184,676
  General and administrative expenses       304,979       227,861
                                         ----------    ----------
                                          2,268,532     2,390,421
                                         ----------    ----------

  NET LOSS                             $(12,241,873)
$(12,655,730)
                                         ==========    ==========

Net loss allocated to limited
  partners                             $(12,119,454)
$(12,529,172)
                                         ==========    ==========

Net loss allocated general
  partner                              $   (122,419) $
(126,558)
                                         ==========    ==========

Net loss per BAC                       $      (2.77) $
(2.84)
                                         ==========    ==========




       The accompanying notes are an integral part of these
statements.
                                     13

                Boston Capital Tax Credit Fund III L.P.

                       STATEMENTS OF OPERATIONS

                    Nine Months Ended December 31,
                            (Unaudited)

                                                      SERIES 15

-----------------------
                                                  1997
1996
                                                  ----
----
Income
  Interest income                            $   170,256   $
172,187
                                              ----------    --
--------

Share of loss from Operating
  Partnerships                                (2,098,823)
(2,219,355)
                                              ----------    --
--------

Expenses
  Professional fees                               51,002
59,452
  Fund management fee (Note C)                   368,360
371,714
  Amortization                                     7,884
27,557
  General and administrative expenses             37,970
29,167
                                              ----------    --
--------
                                                 465,216
487,890
                                              ----------    --
--------

  NET LOSS                                   $(2,393,783)
$(2,535,058)
                                              ==========
==========

Net loss allocated to limited
  partners                                   $(2,369,845)
$(2,509,707)
                                              ==========
==========

Net loss allocated to general
  partner                                    $   (23,938)  $
(25,351)
                                              ==========
==========

Net loss per BAC                             $      (.61)  $
(.65)
                                              ==========
==========


        The accompanying notes are an integral part of these
statements.
                                     14

            Boston Capital Tax Credit Fund III L.P.

                        STATEMENTS OF OPERATIONS

                      Nine Months Ended December 31,
                              (Unaudited)


                                                     SERIES 16

------------------------
                                                  1997
1996
                                                  ----
----
Income
  Interest income                           $     8,109   $
23,285
                                             ----------    --
--------

Share of loss from Operating
  Partnerships                               (2,389,351)
(2,216,096)
                                             ----------    --
--------

Expenses
  Professional fees                                 775
52,081
  Fund management fee (Note C)                  477,807
424,522
  Amortization                                   46,110
46,068
  General and administrative expenses           112,206
49,052
                                             ----------    --
--------
                                                636,898
571,723
                                             ----------    --
--------

  NET LOSS                                  $(3,018,140)
$(2,764,534)
                                             ==========
==========

Net loss allocated to limited
  partners                                  $(2,987,959)
$(2,736,889)
                                             ==========
==========

Net loss allocated to general
  partner                                   $   (30,181)  $
(27,645)
                                             ==========
==========

Net loss per BAC                            $      (.55)  $
(.50)
                                             ==========
==========




       The accompanying notes are an integral part of these
statements.
                                     15

            Boston Capital Tax Credit Fund III L.P.

                        STATEMENTS OF OPERATIONS

                       Nine Months Ended December 31,
                             (Unaudited)


                                                     SERIES 17

------------------------
                                                 1997
1996
                                                 ----
----
Income
  Interest income                           $   (42,551)    $
(17,040)
                                             ----------
----------

Share of loss from Operating
  Partnerships                               (2,143,853)
(3,020,274)
                                             ----------
----------

Expenses
  Professional fees                              36,593
73,499
  Fund management fee (Note C)                  394,766
392,641
  Amortization                                   41,459
41,459
  General and administrative expenses            43,180
40,640
                                             ----------
----------
                                                515,998
548,239
                                             ----------
----------

  NET LOSS                                  $(2,702,402)
$(3,585,553)
                                             ==========
==========

Net loss allocated to limited
  partners                                  $(2,675,378)
$(3,549,697)
                                             ==========
==========

Net loss allocated to general
  partner                                   $   (27,024)    $
(35,856)
                                             ==========
==========

Net loss per BAC                            $      (.54)    $
(.71)
                                             ==========
==========




       The accompanying notes are an integral part of these
statements.
                                     16

                Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF OPERATIONS

                        Nine Months Ended December 31,
                              (Unaudited)


                                                     SERIES 18

----------------------
                                                 1997
1996
                                                 ----
----
Income
  Interest income                           $   (21,880)  $
(9,021)
                                             ----------    --
--------

Share of loss from Operating
  Partnerships                               (1,770,508)
(1,655,730)
                                             ----------    --
--------

Expenses
  Professional fees                                 677
31,620
  Fund management fee (Note C)                  264,345
251,969
  Amortization                                   31,626
31,626
  General and administrative expenses            65,099
30,036
                                             ----------    ------
----
                                                361,747
345,251
                                             ----------    -
---------

  NET LOSS                                  $(2,154,135)
$(2,010,002)
                                             ==========
==========

Net loss allocated to limited
  partners                                  $(2,132,594)
$(1,989,902)
                                             ==========
==========

Net loss allocated to general
  partner                                   $   (21,541)  $
(20,100)
                                             ==========
==========

Net loss per BAC                            $      (.59)  $
(.55)
                                             ==========
==========




       The accompanying notes are an integral part of these
statements.
                                      17

             Boston Capital Tax Credit Fund III L.P.

                     STATEMENTS OF OPERATIONS

                    Nine Months Ended December 31,
                           (Unaudited)

                                                      SERIES 19

----------------------
                                                 1997
1996
                                                 ----
----
Income
  Interest income                           $    18,365   $
172,680
                                             ----------    --
--------

Share of loss from Operating
  Partnerships                               (1,703,105)
(1,495,945)
                                             ----------    --
--------

Expenses
  Professional fees                              30,106
58,730
  Fund management fee (Note C)                  172,907
261,656
  Amortization                                   39,136
37,966
  General and administrative expenses            46,524
78,966
                                             ----------    --
--------
                                                288,673
437,318
                                             ----------    --
--------

  NET LOSS                                  $(1,973,413)
$(1,760,583)
                                             ==========
==========

Net loss allocated to limited
  partners                                  $(1,953,679)
$(1,742,977)
                                             ==========
==========

Net loss allocated to general
  partner                                   $   (19,734)  $
(17,606)
                                             ==========
==========

Net loss per BAC                            $      (.48)  $
(.43)
                                             ==========
==========





       The accompanying notes are an integral part of these
statements.
                                     18















                   Boston Capital Tax Credit Fund III L.P.

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      Nine Months Ended December 31, 1997
                                 (Unaudited)

                                                 Unrealized
                                               gain (loss) on
                                                 securities
                                                 available
                                     General         for
                      Assignees      Partner      sale, net
Total
                      ---------      -------      ---------
-----


Partners' capital
(deficit)
April 1, 1997       $136,032,541    $(534,681)    $  (2,486)
$135,495,374

Net change in
  unrealized gain
  (loss) on secur-
  ities available
  for sale                     -            -             -
-


Net income (loss)    (12,119,454)    (122,419)            -
(12,241,873)
                     -----------     --------     ---------
-----------

Partners' capital
 (deficit),
 December 31, 1997  $123,913,087    $(657,100)  $    (2,486)
$123,253,501
                     ===========     ========    ==========
===========

















       The accompanying notes are an integral part of these
statements.
                                     19

                   Boston Capital Tax Credit Fund III L.P.

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     Nine Months Ended December 31, 1997
                                 (Unaudited)
                                                 Unrealized
                                               gain (loss) on
                                                 securities
                                                  available
                                    General          for
                     Assignees      Partner        sale,net
Total
                     ---------      -------        --------
-----
Series 15
---------
Partners' capital
 (deficit),
 April 1, 1997     $17,962,610    $ (154,591)    $         -
$17,808,019

Net change in
  unrealized gain
  (loss) on secur-
  ities available
  for sale                   -             -               -
-

Net income (loss)   (2,369,845)      (23,938)              -
(2,393,783)
                    ----------      --------      ----------
----------
Partners' capital
(deficit),
December 31, 1997  $15,592,765    $ (178,529)    $         -
$15,414,236
                    ==========      ========      ==========
==========

Series 16
---------
Partners' capital
(deficit),
 April 1, 1997     $34,166,449    $ (126,206)     $     (628)
$34,039,615

Net change in
  unrealized gain
  (loss) on secur-
  ities available
  for sale                   -             -               -
-

Net income (loss)   (2,987,959)      (30,181)              -
(3,018,140)
                    ----------      --------       ---------
----------
Partners' capital
(deficit),
December 31, 1997  $31,178,490     $(156,387)     $     (628)
$31,021,475
                    ==========      ========       =========
==========

        The accompanying notes are an integral part of these
statements.
                                     20

                   Boston Capital Tax Credit Fund III L.P.

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     Nine Months Ended December 31, 1997
                                 (Unaudited)
                                                 Unrealized
                                               gain (loss) on
                                                 securities
                                                  available
                                    General          for
                     Assignees      Partner        sale,net
Total
                     ---------      -------        --------
-----
Series 17
---------
Partners' capital
 (deficit),
 April 1, 1997     $31,211,262     $(118,754)     $        -
$31,092,508

Net change in
  unrealized gain
  (loss) on secur-
  ities available
  for sale                   -             -               -
-

Net income (loss)   (2,675,378)      (27,024)              -
(2,702,402)
                    ----------      --------       ---------
----------
Partners' capital
(deficit),
December 31, 1997  $28,535,884     $(145,778)     $        -
$28,390,106
                    ==========      ========       =========
==========
Series 18
---------
Partners' capital
(deficit),
 April 1, 1997     $23,947,845     $(71,463)      $    (380)
$23,876,002

Net change in
  unrealized gain
  (loss) on secur-
  ities available
  for sale                   -             -               -
-

Net income (loss)   (2,132,594)      (21,541)              -
(2,154,135)
                    ----------       -------       ---------
----------
Partners' capital
(deficit),
December 31, 1997  $21,815,251      $(93,004)     $     (380)
$21,721,867
                    ==========       =======       =========
==========


       The accompanying notes are an integral part of these
statements.
                                     21

                   Boston Capital Tax Credit Fund III L.P.

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                      Nine Months Ended December 31, 1997
                                 (Unaudited)



                                                 Unrealized
                                               gain (loss) on
                                                 securities
                                                  available
                                    General          for
                     Assignees      Partner        sale,net
Total
                     ---------      -------        --------
-----


Series 19
---------

Partners' capital
 (deficit),
 April 1, 1997     $28,744,375     $ (63,667)    $    (1,478)
$28,679,230

Net change in
  unrealized gain
  (loss) on secur-
  ities available
  for sale                   -             -               -
-

Net income (loss)   (1,953,679)      (19,734)              -
(1,973,413)
                    ----------      --------      ----------
----------
Partners' capital
(deficit),
December 31, 1997  $26,790,696     $ (83,401)    $    (1,478)
$26,705,817
                    ==========      ========      ==========
==========












    The accompanying notes are an integral part of these
statements.

                                     22

                   Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                     Nine Months Ended December 31, 1997
                                (Unaudited)



                                             1997
1996
                                             ----
----
Cash flows from operating activities:

    Net loss                             $(12,241,874)
$(12,655,730)
    Adjustments
       Distributions from Operating
         Partnerships                               -
9,322
       Amortization                           166,215
184,676
       Share of loss from Operating
         Partnerships               10,105,640     10,607,400
    Changes in assets and liabilities
       (Decrease) Increase in accounts
         payable and accrued expenses            (128)
(70,525)
       Decrease (Increase) in accounts
         receivable                           173,329
357,937
       Decrease (Increase) in accounts
         payable affiliates                 1,949,005
1,933,039
                                           ----------
----------
         Net cash (used in) provided by
           operating activities              (152,187)
366,119
                                           ----------
----------

Cash flows from investing activities:

     Acquisition costs repaid (paid) for
       Operating Partnerships acquired or
       to acquire                                   -
14,930
     Capital contributions paid to
       Operating Partnerships                (507,083)
(7,592,998)
     Advances to Operating Partnerships             -
2,880,827
     Investments                               10,511
2,636,175
                                           ----------
-----------
         Net cash (used in) provided by
           investing activities              (496,572)
(2,061,066)
                                           ----------
----------






                                     23

                  Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                      Nine Months Ended December 31,
                                (Unaudited)



                                               1997
1996
                                               ----
----

Continued
---------

Cash flows from financing activity:

     Credit adjusters received from
       Operating Partnerships                       -
793
                                           ----------
----------
         Net cash (used in) provided by
          financing activity                        -
793
                                           ----------
----------


         INCREASE (DECREASE) IN CASH AND
           CASH EQUIVALENTS                  (334,384)
(1,694,154)
                                           ----------
----------

Cash and cash equivalents, beginning        3,925,706
4,958,860
                                           ----------
----------

Cash and cash equivalents, ending         $ 3,581,322    $
3,264,706
                                           ==========
==========


Supplemental schedule of noncash
  investing and financing activates:
     The fund has increased its investments
     for unpaid capital contributions due to
     the Operating Partnerships           $         -    $
429,000
                                           ==========
==========








       The accompanying notes are an integral part of these
statements.
                                     24

                    Boston Capital Tax Credit Fund III L.P.

                           STATEMENTS OF CASH FLOWS

                        Nine Months Ended December 31,
                                 (Unaudited)

                                                    Series 15

-------------------------
                                                1997
1996
                                                ----
----
Cash flows from operating activities:

   Net loss                                $(2,393,783)
$(2,535,058)
    Adjustments
       Distributions from Operating
         Partnerships                            3,017
1,396
       Amortization                              7,884
27,557
       Share of loss from Operating
         Partnerships                        2,098,823
2,219,355
    Changes in assets and liabilities
       (Decrease) increase in accounts
         payable and accrued expenses                2
(67,712)
       Decrease (Increase) in accounts
         receivable                                  -
(159,580)
       Decrease (Increase) in accounts
         payable affiliates                    411,038
411,033
                                              --------     -
--------
         Net cash (used in) provided by
           operating activities                126,981
(103,009)
                                              --------     -
--------
Cash flows from investing activities:

     Acquisition costs repaid (paid) for
       Operating Partnerships acquired or
       to acquire                                    -
2,640
     Capital contributions paid to Operating
       Partnerships                           (145,068)
(14,705)
     Advances to Operating Partnerships         25,000
50,000
     Investments                                     -
151,594
                                              --------     -
--------
         Net cash (used in) provided by
           investing activities               (120,068)
189,529
                                              --------     -
--------







                                     25

                 Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                      Nine Months Ended December 31,
                                (Unaudited)



                                                     Series 15

----------------------
                                                1997
1996
                                                ----
----
Continued
---------

Cash flows from financing activity:

     Credit adjusters received from
       Operating Partnerships                        -
-
                                              --------
--------
         Net cash (used in) provided by
           financing activity                        -
-
                                              --------
--------

         INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS                  6,913
86,520


Cash and cash equivalents, beginning           246,845
163,428
                                              --------
--------

Cash and cash equivalents, ending            $ 253,758     $
249,948
                                              ========
========

Supplemental schedule of noncash investing
  and financing activities
     The Fund has increased its investments
     for unpaid capital contributions due to
     the Operating Partnerships              $       -    $
-
                                              ========
=========









     The accompanying notes are an integral part of these
statements.
                                     26

                  Boston Capital Tax Credit Fund III L.P.

                           STATEMENTS OF CASH FLOWS

                        Nine Months Ended December 31,
                                 (Unaudited)

                                                    Series 16

-------------------------
                                                1997
1996
                                                ----
----
Cash flows from operating activities:

    Net loss                               $(3,018,140)
$(2,764,534)
    Adjustments
       Distributions from Operating
         Partnerships                            3,098
1,321
       Amortization                             46,110
46,068
       Share of loss from Operating
         Partnerships                        2,389,351
2,216,096
    Changes in assets and liabilities
       (Decrease) increase in accounts
         payable and accrued expenses                -
(100)
       Decrease (Increase) in accounts
         receivable                            (28,189)
23,472
       Decrease (Increase) in accounts
         payable affiliates                    518,985
518,923
                                            ----------
----------
         Net cash (used in) provided by
           operating activities                (88,785)
41,246
                                            ----------
----------
Cash flows from investing activities:

     Acquisition costs repaid (paid) for
       Operating Partnerships acquired or
       to acquire                                    -
3,700
     Capital contributions paid to Operating
       Partnerships                             (9,914)
(712,752)
     Advances to Operating Partnerships              -
483,464
     Investments                                 3,052
75,959
                                            ----------
----------
         Net cash (used in) provided by
           investing activities                 (6,862)
(149,629)
                                            ----------
----------







                                     27

                   Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                      Nine Months Ended December 31,
                                (Unaudited)




                                                     Series 16

-----------------------
                                                1997         1996
                                                ----
-----
Continued
---------

Cash flows from financing activity:

       Credit adjusters received from
         Operating Partnerships                      -
-
                                             ---------
----------
         Net cash (used in) provided by
           financing activity                        -
-
                                             ---------
----------

         INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS                (95,647)
(108,383)


Cash and cash equivalents, beginning         1,183,424
1,429,491
                                            ----------
----------

Cash and cash equivalents, ending          $ 1,087,777   $
1,321,108
                                            ==========
==========

Supplemental schedule of noncash investing
  and financing activities:
     The Fund has increased its investments
     for unpaid capital contributions due to
     the Operating Partnerships            $         -   $
-
                                            ==========
==========








     The accompanying notes are an integral part of these
statements.
                                     28

                  Boston Capital Tax Credit Fund III L.P.

                           STATEMENTS OF CASH FLOWS

                        Nine Months Ended December 31,
                                 (Unaudited)

                                                    Series 17

-------------------------
                                                1997
1996
                                                ----
----
Cash flows from operating activities:

    Net loss                               $(2,702,402)
$(3,585,553)
    Adjustments
       Distributions from Operating
         Partnerships                            9,087
1,824
       Amortization                             41,459
41,459
       Share of loss from Operating
         Partnerships                        2,143,853
3,020,274
    Changes in assets and liabilities
       (Decrease) increase in accounts
         payable and accrued expenses                -
-
       Decrease (Increase) in accounts
         receivable                            206,079
(81,058)
       Decrease (Increase) in accounts
         payable affiliates                    424,031
430,926
                                            ----------
----------
         Net cash (used in) provided by
           operating activities                122,107
(172,128)
                                            ----------
----------
Cash flows from investing activities:

     Acquisition costs repaid (paid) for
       Operating Partnerships acquired or
       to acquire                                    -
3,410
     Capital contributions paid to Operating
       Partnerships                           (213,893)
(453,026)
     Advances to Operating Partnerships              -
248,493
     Investments                                     -
628,486
                                            ----------
----------
         Net cash (used in) provided by
           investing activates                (213,893)
427,363
                                            ----------
----------







                                     29

                 Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                      Nine Months Ended December 31,
                                (Unaudited)



                                                    Series 17

------------------------
                                               1997          1996
                                               ----          ----
Continued
---------

Cash flows from financing activity:

     Credit adjusters received from
       Operating Partnerships                        -
-
                                            ----------
----------
         Net cash (used in) provided by
           financing activity                        -
-
                                            ----------
----------

         INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS                (91,786)
255,235


Cash and cash equivalents, beginning           539,185
285,417
                                            ----------
----------

Cash and cash equivalents, ending          $   447,399   $
540,652
                                            ==========
==========

Supplemental schedule of noncash investing
  and financing activities:
     The Fund has increased its investments
     for unpaid capital contributions due to
     the Operating Partnerships            $         -   $
-
                                            ==========
==========









     The accompanying notes are an integral part of these
statements.
                                     30

                  Boston Capital Tax Credit Fund III L.P.

                           STATEMENTS OF CASH FLOWS

                         Nine Months Ended December 31,
                                 (Unaudited)

                                                    Series 18

-------------------------
                                                1997
1996
                                                ----
----
Cash flows from operating activities:

    Net loss                               $(2,154,135)
$(2,010,002)
    Adjustments
       Distributions from Operating
         Partnerships                            2,469
2,468
       Amortization                             31,626
31,626
       Share of loss from Operating
         Partnerships                        1,770,508
1,655,730
    Changes in assets and liabilities
      (Decrease) increase in accounts
         payable and accrued expenses             (129)
(1,619)
       Decrease (Increase) in accounts
         receivable                              1,191
4,577
       Decrease (Increase) in accounts
         payable affiliates                    286,440
286,272
                                            ----------
----------
         Net cash (used in) provided by
           operating activities                (62,030)
(30,948)
                                            ----------
----------
Cash flows from investing activities:

     Acquisition costs repaid (paid) for
       Operating Partnerships acquired or
       to acquire                                    -
2,465
     Capital contributions paid to Operating
       Partnerships                            (38,321)
(155,948)
     Advances to Operating Partnerships              -
-
     Investments                                 1,838
451,911
                                            ----------
----------
         Net cash (used in) provided by
           investing activities                (36,483)
298,428
                                            ----------
----------







                                     31

                 Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                      Nine Months Ended December 31,
                                (Unaudited)



                                                      Series 18

-----------------------
                                                1997         1996
                                                ----         ----
Continued
---------

Cash flows from financing activity:

     Credit adjusters received from
       Operating Partnerships                        -
-
                                             ---------
----------
         Net cash (used in) provided by
           financing activity                        -
-
                                             ---------
----------

         INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS                (98,513)
267,480


Cash and cash equivalents, beginning           766,409
529,400
                                             ---------
----------

Cash and cash equivalents, ending           $  667,896   $
796,880
                                             =========
==========

Supplemental schedule of noncash investing
  and financing activities:
     The Fund has increased its investments
     for unpaid capital contributions due to
     the Operating Partnerships             $        -    $
-
                                             =========
=========









     The accompanying notes are an integral part of these
statements.
                                     32

                  Boston Capital Tax Credit Fund III L.P.

                           STATEMENTS OF CASH FLOWS

                        Nine Months Ended December 31 ,
                                 (Unaudited)

                                                    Series 19

-------------------------
                                                1997
1996
                                                ----
----
Cash flows from operating activities:

    Net loss                               $(1,973,413)
$(1,760,583)
    Adjustments
       Distributions from Operating
         Partnerships                            5,065
2,313
       Amortization                             39,136
37,966
       Share of loss from Operating
         Partnerships                        1,703,105
1,495,945
    Changes in assets and liabilities
       (Decrease) increase in accounts
         payable and accrued expenses               (1)
(1,094)
       Decrease (Increase) in accounts
         receivable                             (5,752)
570,526
       Decrease (Increase) in accounts
         payable affiliates                    308,511
285,885
                                            ----------
----------
         Net cash (used in) provided by
           operating activities                 76,651
630,958
                                            ----------
----------
Cash flows from investing activities:

     Acquisition costs repaid (paid) for
     Operating Partnerships acquired or
       to acquire                                    -
2,715
     Capital contributions paid to Operating
       Partnerships                           (147,623)
(6,256,567)
     Advances to Operating Partnerships              -
2,098,870
     Investments                                 5,621
1,328,225
                                            ----------
----------
         Net cash (used in) provided by
           investing activities               (142,002)
(2,826,757)
                                            ----------
---------







                                     33

                 Boston Capital Tax Credit Fund III L.P.

                         STATEMENTS OF CASH FLOWS

                       Nine Months Ended December 31,
                                (Unaudited)




                                                   Series 19

------------------------
                                              1997          1996
                                              ----          ----

Continued
---------

Cash flows from financing activity:

     Credit adjusters received from
       Operating Partnerships                        -
793
                                            ----------
----------
         Net cash (used in) provided by
           financing activity                        -
793
                                            ----------
----------

         INCREASE (DECREASE) IN CASH
           AND CASH EQUIVALENTS                (65,351)
(2,195,006)


Cash and cash equivalents, beginning         1,189,843
2,551,124
                                            ----------
----------

Cash and cash equivalents, ending          $ 1,124,492   $
356,118
                                            ==========
==========

Supplemental schedule of noncash investing
  and financing activities:
     The Fund has increased its investments
     for unpaid capital contributions due to
     the Operating Partnerships            $         -   $
429,000
                                            ==========
==========






     The accompanying notes are an integral part of these
statements.
                                     34

                  Boston Capital Tax Credit Fund III L.P.

                       NOTES TO FINANCIAL STATEMENTS
                             December 31, 1997
                                (Unaudited)


NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund III L.P. (the "Fund") was formed
under the laws
of the State of Delaware as of September 19, 1991 for the purpose
of
acquiring, holding, and disposing of limited partnership
interests in
Operating Partnerships which will acquire, develop, rehabilitate,
operate and
own newly constructed, existing or rehabilitated low-income
apartment
complexes ("Operating Partnerships"). The general partner of the
Fund is
Boston Capital Associates III L.P., a Delaware limited
partnership.  Boston
Capital Associates, a Massachusetts general partnership, whose
only two
partners are Herbert F. Collins and John P. Manning, the
principals of Boston
Capital Partners, Inc., is the sole general partner of the
general partner.
The limited partner of the general partner is Capital Investment
Holdings, a
general partnership whose partners are certain officers and
employees of
Boston Capital Partners, Inc., and its affiliates.  The Assignor
Limited
Partner is BCTC III Assignor Corp., a Delaware corporation which
is
wholly-owned by Herbert F. Collins and John P. Manning.

Pursuant to the Securities Act of 1933, the Fund filed a Form
S-11
Registration Statement with the Securities and Exchange
Commission, effective
January 24, 1992 which covered the offering (the "Public
Offering") of the
Fund's beneficial assignee certificates ("BACs") representing
assignments of
units of the beneficial interest of the limited partnership
interest of the
Assignor Limited Partner.  The Fund registered 20,000,000 BACs at
$10 per BAC
for sale to the public in one or more series.  On September 4,
1993 the Fund
filed an amendment to Form S-11 with the Securities and Exchange
Commission
which registered an additional 2,000,000 BACs at $10 per BAC for
sale to the
public in one or more series.  The registration for the
additional BACs became
effective on October 6, 1993.  Offers and sales of BACs in Series
15 through
19 of the Fund were completed and the last of the BACs in Series
15, 16, 17,
18 and 19 were issued by the Fund on June 26, 1992, December 28,
1992, June
17, 1993, September 22, 1993, and December 17, 1993,
respectively.  The Fund
sold 3,870,500 of Series 15 BACs, for a total of $38,705,000;
5,429,402 of
Series 16 BACs, for a total of $54,293,000; 5,000,000 of Series
17 BACs, for a
total of $50,000,000; 3,616,200 of Series 18 BACs, for a total of
$36,162,000;
and 4,080,000 of Series 19 BACs, for a total of $40,800,000.  The
Fund issued
the last BACs in Series 19 on December 17, 1993.  This concluded
the Public
Offering of the Fund.






                                     35

                 Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1997
                                (Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

The condensed financial statements included herein as of December
31, 1997
and for the three and nine months then ended have been prepared
by the Fund,
without audit.  The Fund accounts for its investments in Operating
Partnerships
using the equity method, whereby the Fund adjusts its investment
cost for
its share of each Operating Partnership's results of operations
and for any
distributions received or accrued.  Costs incurred by the Fund in
acquiring
the investments in the Operating Partnerships are capitalized to
the
investment account.  The Fund's accounting and financial
reporting policies
are in conformity with generally accepted accounting principles
and include
adjustments in  interim periods considered necessary for a fair
presentation
of the results of operations.  Such adjustments are of a normal
recurring
nature.

Investment Securities
---------------------
The Fund has determined that all of it's investment securities
are to be
categorized as securities available for sale.  Securities
classified as
available for sale are those debt securities that the Fund
purchased that may
be liquidated prior to the maturity date should the need arise.
These
securities are carried at approximate fair market value.  All of
the
investments held by the Fund are tax-exempt municipal bonds.

The amortized cost of securities available for sale as of
December 31, 1997
by contractual maturity are as follows:

                                 Amortized
                                    Cost
                                -----------
  Due in one year or less       $1,385,284

  Due after one year                     -
                                 ---------
  Total                         $1,385,284
                                 =========

The fair market value of the securities is $1,382,798.  The
difference being
an unrealized loss on securities available for sale of $2,486, as
of
December 31, 1997.





                                     36

                  Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1997
                                (Unaudited)

NOTE - B ACCOUNTING AND FINANCIAL REPORTING POLICIES - CONTINUED

Amortized cost is the face value of the securities and any
unamortized premium
or discount.  The balance sheet reflects the fair market value
under
investments.

Amortization
------------
The Fund amortizes organizational costs over 60 months.  As of
December 31,
1997 and 1996 the Fund has accumulated organization amortization
totaling
$826,986 and $669,605 respectively.  The breakdown of accumulated
organization
amortization within the Fund as of December 31, 1997 and 1996 is
as follows:

                               1997           1996
                               ----           ----
              Series 15      $167,077       $160,519
              Series 16       216,752        172,121
              Series 17       186,881        145,422
              Series 18       123,835         93,081
              Series 19       132,422         98,462
                              -------        -------
                             $826,967       $669,605
                              =======        =======

On July 1, 1995, the Fund began amortizing unallocated
acquisition costs over
330 months from April 1, 1995. As of December 31, 1997 the Fund
has
accumulated unallocated acquisition amortization totaling
$202,260.  The
breakdown of accumulated unallocated acquisition amortization
within the fund
as of December 31, 1997 for Series 15, Series 16, Series 17,
Series 18, and
Series 19 is $29,007, $46,345, $50,665, $31,517 and $44,726,
respectively.

NOTE C - RELATED PARTY TRANSACTIONS

The Fund has entered into several transactions with various
affiliates of the
general partner, including Boston Capital Partners, Inc., and
Boston Capital
Asset Management Limited Partnership (formerly Boston Capital
Communications
Limited Partnership) as follows:

Boston Capital Partners, Inc. is entitled to asset acquisition
fees for
selecting, evaluating, structuring, negotiating, and closing the
Fund's
acquisition of interests in the Operating Partnerships.   Prior
to the quarter
ended December 31, 1997 all series had completed payment of all
acquisition
fees due to Boston Capital Partners, Inc.



                                     37

                  Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1997
                                (Unaudited)

NOTE C - RELATED PARTY TRANSACTIONS - CONTINUED

An annual fund management fee based on .5 percent of the
aggregate cost of all
apartment complexes owned by the Operating Partnerships, has been
accrued to
Boston Capital Asset Management Limited Partnership (formerly
Boston Capital
Communications Limited Partnership).  The fund management fees
accrued for the
quarter ended December 31, 1997 and 1996 are as follows:

                               1997            1996
                               ----            ----
              Series 15      $137,013       $137,013
              Series 16       172,995        172,968
              Series 17       141,347        141,348
              Series 18        95,487         95,424
              Series 19       102,837         97,050
                              -------        -------
                             $649,679       $643,803
                              =======        =======

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 1997 and 1996, the Fund had limited partnership
interests in
241 Operating Partnerships which own or are constructing
apartment complexes.
The breakdown of Operating Partnerships within the Fund at
December 31, 1997
and 1996 is as follows:

                               1997           1996
                               ----           ----
              Series 15         68             68
              Series 16         64             64
              Series 17         49             49
              Series 18         34             34
              Series 19         26             26
                               ---            ---
                               241            241
                               ===            ===









                                     38

                  Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            December 31, 1997
                                (Unaudited)


NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS - CONTINUED

Under the terms of the Fund's investment in each Operating
Partnership, the
Fund is required to make capital contributions to the Operating
Partnerships.
These contributions are payable in installments over several
years upon each
Operating Partnership achieving specified levels of construction
and/or
operations.  The contributions payable at December 31, 1997 and
1996 are as
follows:

                                 1997           1996
                                 ----           ----
              Series 15       $   34,528    $   189,312
              Series 16          145,311        155,225
              Series 17        1,619,079      1,849,192
              Series 18          717,634        756,295
              Series 19          684,180        832,019
                               ---------     ----------
                              $3,200,732    $ 3,782,043
                               =========     ==========

The Fund's fiscal year ends March 31st of each year, while all
the Operating
Partnerships' fiscal years are the calendar year.  Pursuant to
the provisions
of each Operating Partnership Agreement, financial results for
each of the
Operating Partnerships are provided to the Fund within 45 days
after the close
of each Operating Partnership's quarterly period.  Accordingly,
the current
financial results available for the Operating Partnerships are
for the nine
months ended September 30, 1997.

















                                     39

                 Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 1997
                              (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                       Nine months ended September 30,
                             (Unaudited)

                                                 Series 15

---------------------------
                                          1997             1996
                                          ----             ----
Revenues
   Rental                             $ 7,057,435      $
6,849,761
   Interest and other                     354,959
381,604
                                        ---------
---------
                                        7,412,394
7,231,365
                                        ---------
---------
Expenses
  Interest                              2,304,960
2,382,528
  Depreciation and amortization         3,008,366
2,991,845
  Operating expenses                    4,342,971
4,141,526
                                        ---------
---------
                                        9,656,297
9,515,899
                                        ---------
---------

          NET LOSS                    $(2,243,903)
$(2,284,534)
                                        =========
=========
Net loss allocated to Boston
  Capital Tax Credit Fund
  III L.P.                            $(2,098,823)
$(2,219,355)
                                        =========
=========

Net loss allocated to other
  partners                            $   (22,439)     $
(22,845)
                                        =========
=========

Net loss suspended                    $  (122,641)     $
(42,334)
                                        =========
=========

The Fund accounts for its investments using the equity method of
accounting.
Under the equity method of accounting, the partnership adjusts
its investment
cost for its share of each Operating Partnership's results of
operations and
for any distributions received or accrued.  However, the
Partnership
recognizes individual operating losses only to the extent of
capital
contributions.  Excess losses are suspended for use in future
years to offset
excess income.
                                     40

                 Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 1997
                              (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                         Nine months ended September 30,
                              (Unaudited)

                                                Series 16

--------------------------
                                           1997             1996
                                           ----             ----
 Revenues
   Rental                             $ 9,194,168      $
8,906,847
   Interest and other                     690,191
673,696
                                       ----------
----------
                                        9,884,359
9,580,543
                                       ----------
----------
Expenses
  Interest                              3,141,090
2,980,379
  Depreciation and amortization         3,448,529
3,645,623
  Operating expenses                    5,708,225
5,193,791
                                       ----------
----------
                                       12,297,844
11,819,793
                                       ----------
----------

          NET LOSS                    $(2,413,485)
$(2,239,250)
                                       ==========
==========

Net loss allocated to Boston
  Capital Tax Credit Fund
  III L.P.                            $(2,389,351)
$(2,216,857)
                                       ==========
==========

Net loss allocated to other
  partners                            $   (24,134)     $
(22,393)
                                       ==========
==========










                                     41

                 Boston Capital Tax Credit Fund III L.P.

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 1997
                               (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                        Nine Months ended September 30,
                             (Unaudited)

                                                  Series 17

--------------------------
                                          1997             1996
 Revenues                                 ----             ----

   Rental                             $ 8,838,373      $
8,154,824
   Interest and other                     408,674
306,634
                                       ----------
---------
                                        9,247,047
8,461,458
                                       ----------
---------
Expenses
  Interest                              3,440,939
3,436,522
  Depreciation and amortization         2,978,359
2,848,043
  Operating expenses                    4,993,255
5,227,674
                                       ----------
---------
                                       11,412,553
11,512,239
                                       ----------
---------

          NET LOSS                    $(2,165,506)
$(3,050,781)
                                       ==========
=========

Net loss allocated to Boston
  Capital Tax Credit Fund
  III L.P.                            $(2,143,853)
$(3,020,274)
                                       ==========
=========

Net loss allocated to other
  partners                            $   (21,653)     $
(30,507)
                                       ==========
=========










                                     42

                Boston Capital Tax Credit Fund III L.P.

                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                         December 31, 1997
                            (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

             COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                    Nine months ended September 30,
                          (Unaudited)

                                                  Series 18

----------------------------
                                          1997             1996
 Revenues                                 ----             ----
   Rental                             $ 4,534,379
$4,433,556
   Interest and other                     215,890
219,751
                                        ---------
---------
                                        4,750,269
4,653,307
                                        ---------
---------
Expenses
  Interest                              1,683,869
1,541,187
  Depreciation and amortization         2,123,294
2,086,747
  Operating expenses                    2,731,498
2,697,827
                                        ---------
---------

                                        6,538,661
6,325,761
                                        ---------
---------

          NET LOSS                    $(1,788,392)
$(1,672,454)
                                        =========
=========
Net loss allocated to Boston
  Capital Tax Credit Fund
  III L.P.                            $(1,770,508)
$(1,655,730)
                                        =========
=========

Net loss allocated to other
  partners                            $   (17,884)      $
(16,724)
                                        =========
=========











                                     43

                 Boston Capital Tax Credit Fund III L.P.

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           December 31, 1997
                              (Unaudited)


NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)


               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                       Nine months ended September 30,
                             (Unaudited)


                                                  Series 19

--------------------------
                                           1997             1996
 Revenues                                  ----             ----
   Rental                             $ 6,450,265      $
6,166,967
   Interest and other                     223,451
204,419
                                        ---------
---------

                                        6,673,716
6,371,386
                                        ---------
---------
Expenses
  Interest                              2,702,277
2,365,788
  Depreciation and amortization         2,208,069
1,755,100
  Operating expenses                    3,483,678
3,761,554
                                        ---------
---------

                                        8,394,024
7,882,442
                                        ---------
---------

          NET LOSS                    $(1,720,308)
$(1,511,056)
                                        =========
=========

Net loss allocated to Boston
  Capital Tax Credit Fund
  III L.P.                            $(1,703,105)
$(1,144,815)
                                        =========
=========

Net loss allocated to other
  partners                            $   (17,203)     $
(366,241)
                                        =========
=========






                                     44

                         Boston Capital Tax Credit Fund III L.P.

                        NOTES TO FINANCIAL STATEMENTS - CONTINUED
                                    December 31, 1997
                                       (Unaudited)

NOTE D - INVESTMENT IN OPERATING PARTNERSHIPS-CONTINUED


When comparing the results of operations from the operating
partnerships for
the nine months ended September 30, 1997 and September 30, 1996
for Series 17 and 19, variances, some material in nature, exist.
The variances are the result of a number of factors including an
increase in the number of Operating
Partnerships which have completed construction, and an increase
in the number
which have completed the lease-up phase.  Smaller variances are
anticipated in
future years since the Fund has finished acquiring Operating
Partnerships,
construction is complete on all of the Operating Partnerships and
most have
completed the lease-up phase.


NOTE E - TAXABLE LOSS

The Fund's taxable loss for the fiscal year ended March 31, 1998
is expected
to differ from its loss for financial reporting purposes.  This
is primarily
due to accounting differences in depreciation incurred by the
Operating
Partnerships and also differences between the equity method of
accounting
and the IRS accounting methods.  No provision or benefit for
income taxes has
been included in these financial statements since taxable income
or loss
passes through to, and is reportable by, the partners and
assignees
individually.













                                     45

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

Liquidity
---------
The Fund's primary source of funds is the proceeds of its Public
Offering.
Other sources of liquidity will include (i) interest earned on
capital
contributions held pending investment and on Working Capital
Reserves and (ii)
cash distributions from operations of the operating Partnerships
in which the
Fund has and will invest.  Interest income is expected to
decrease over the
life of the Fund as capital contributions are paid to the
Operating
Partnerships and Working Capital Reserves are expended.    The
Fund does not
anticipate significant cash distributions from operations of the
Operating
Partnerships.

The Fund is currently accruing the fund management fee.  Pursuant
to the
Partnership Agreement, such liabilities will be deferred until
the Fund
receives sales of refinancing proceeds from Operating
Partnerships which will
be used to satisfy such liabilities.  The Fund's working capital
and sources
of liquidity coupled with affiliated party liability accruals
allow sufficient
levels of liquidity to meet the third party obligations of the
Fund.   The
Fund is currently unaware of any trends which would create
insufficient
liquidity to meet future third party obligations.

Capital Resources
-----------------
The Fund offered BACs in a Public Offering declared effective by
the
Securities and Exchange Commission on January 24, 1992.  The Fund
received
$38,705,000, $54,293,000, $50,000,000, $36,162,000 and
$40,800,000
representing 3,870,500, 5,429,402, 5,000,000, 3,616,200 and
4,080,000 BACs
from investors admitted as BAC Holders in Series 15, Series 16,
Series 17,
Series 18, and Series 19, respectively.  The Public Offering was
completed on
December 17, 1993.

(Series 15)  The Fund commenced offering BACs in Series 15 on
January 24,
1992.  Offers and sales of BACs in Series 15  were completed on
June 26, 1992.
The Fund has committed proceeds to pay initial and additional
installments of
capital contributions to 68 Operating Partnerships in the amount
of
$28,257,701.

During the quarter ended December 31, 1997, none of Series 15 net
offering proceeds had been used to pay capital contributions.
Series 15
net offering proceeds in the amount of $34,528 remain to be used
by the Fund
to pay remaining capital contributions to the Operating
Partnerships that  Series 15 has invested in as of December 31,
1997.

(Series 16)  The Fund commenced offering BACs in Series 16 on
July 13, 1992.
Offers and sales of BACs in Series 16 were completed on December
28, 1992.
The Fund has committed proceeds to pay initial and additional
installments of
capital contributions to 64 Operating Partnerships in the amount
of
$39,579,774.

                                     46

During the quarter ended December 31, 1997, none of Series 16 net
offering proceeds had been used to pay capital contributions.
Series 16 net
offering proceeds in the amount of $145,311 remain to be used by
the Fund to
pay remaining capital contributions to the Operating Partnerships
that Series
16 has invested in as of December 31, 1997.

(Series 17)  The Fund commenced offering BACs in Series 17 on
January 24,
1993.  Offers and sales of BACs in Series 17 were completed on
June 17, 1993.
The Fund has committed proceeds to pay initial and additional
installments of
capital contributions to 49 Operating Partnerships in the amount
of
$36,538,204.

During the quarter ended December 31, 1997, $209,893 of Series 17
net offering
proceeds had been used to pay capital contributions.  Series 17
net offering
proceeds in the amount of $447,399 remain to be used by the Fund
to pay
remaining capital contributions to the Operating Partnerships
that Series 17
has invested in as of December 31, 1997.

(Series 18)  The Fund commenced offering BACs in Series 18 on
June 17, 1993.
Offers and sales of BACs in Series 18 were completed on September
22, 1993.
The Fund has committed proceeds to pay initial and additional
installments of
capital contributions to 34 operating Partnerships in the amount
of
$26,442,202.

During the quarter ended December 31, 1997 none of Series 18 net
offering
proceeds had been used to pay capital contributions.  Series 18
net offering
proceeds in the amount of $717,634 remain to be used by the Fund
to pay
remaining capital contributions to the Operating Partnerships
that Series 18
has invested in as of December 31, 1997.

(Series 19).  The Fund commenced offering BACs in Series 19 on
October 8,
1993.  Offers and sales of BACs in Series 19 were completed on
December 17,
1993.  The Fund has committed proceeds to pay initial and
additional
installments of capital contributions to 26 Operating
Partnerships in the
amount of $29,614,506.

During the quarter ended December 31, 1997 none of Series 19 net
offering proceeds had been used to pay capital contributions.
Series 19 net
offering proceeds in the amount of $684,180 remain to be used by
the Fund to
pay remaining capital contributions to the Operating Partnerships
that Series
19 has invested in as of December 31, 1997.

Results of Operations
---------------------
As of December 31, 1997 and 1996 the Fund held limited
partnership interests
in 241 Operating Partnerships.  In each instance the Apartment
Complex
owned by the applicable Operating Partnership is eligible for the
Federal
Housing Tax Credit.  Occupancy of a unit in each Apartment
Complex which
initially complied with the Minimum Set-Aside Test (i.e.,
occupancy by tenants

                                     47
with incomes equal to no more than a certain percentage of area
median income)
and the Rent Restriction Test (i.e., gross rent charged tenants
does not
exceed 30% of the applicable income standards) is referred to
hereinafter as
"Qualified Occupancy."  Each of the Operating Partnerships and
each of the
respective Apartment Complexes are described more fully in the
Prospectus or
applicable report on Form 8-K.  The General Partner believes that
there is
adequate casualty insurance on the properties.

The results of operations for future periods are likely to vary
from those
for the period ended December 31, 1997.  The losses from
Operating
Partnerships reported for this interim period are not necessarily
indicative
of the results anticipated for future periods as some of these
Operating
Partnerships are in the lease-up phase.

The General Partner determined that in prior fiscal years
interest income was not allocated accurately across all series in
the Fund.  As of December 31, 1997 a reallocation has been done
to more accurately reflect interest earned in relation to each
series sources and uses of funds.  Since the reallocation is
occurring in a new fiscal year, some series will reflect a
negative interest amount for the current fiscal year.

The Fund incurred a fund management fee to Boston Capital Asset
Management
Limited Partnerships (formerly Boston Capital Communications
Limited
Partnership) in an amount equal to .5 percent of the aggregate
cost of
the apartment complexes owned by the Operating Partnerships, less
the amount
of certain asset management and reporting fees paid by the
Operating
Partnerships.  The fund management fees incurred for the quarter
ended
December 31, 1997 for Series 15, Series 16, Series 17, Series 18
and Series
19 were $132,377, $155,976, $137,942, $90,778, and $95,764
respectively.

The Fund's investment objectives do not include receipt of
significant cash
distributions from the Operating Partnerships in which it has
invested or
intends to invest.  The Fund's investments in Operating
Partnerships have been
and will be made principally with a view towards realization of
Federal
Housing Tax Credits for allocation to its partners and BAC
holders.

(Series 15)  As of December 31, 1997 and 1996, the average
qualified
occupancy for the series was 99.9% and 100%, respectively.  The
series had a
total of 68 properties at December 31, 1997, 67 of which were at
100%
qualified occupancy.

For the nine months being reported Series 15 reflects a net loss
from
Operating Partnerships of $2,243,903.  When adjusted for
depreciation,
which is a non-cash item, the Operating Partnerships reflect
positive
operations of $764,463.  This is an interim period estimate; it
is not
necessarily indicative of the final year end results.



                                    48


California Investors VII Limited Partnership was operating at a
deficit due
to higher than projected operating expenses and a competitive
rental market.
Operating shortfalls caused the accrual of accounts payable.  The
Operating
Partnership closed on a debt refinancing in the fourth quarter of
1996.  The
favorable interest rate enabled the Operating Partnership to
payoff the
accrued accounts payable and reduced the monthly debt payment.
The
refinancing should also create increased operating stability for
the Operating
Partnership.

The new management company at Hidden Cove continues to make
improvements to
the tenant base and occupancy, which stands at 94% at December 31,
1997, however
the property is still generating operating deficits.  As such,
the management
company is implementing cost saving measures to mitigate these
deficits and stabilize the property.  To further improve the
financial condition of the partnership, the General Partner has
initiated discussions with the first mortgage holder to refinance
the debt.

(Series 16)  As of December 31, 1997 and 1996, the average
qualified
occupancy for the series was 99.6% and 100%, respectively. The
series had a
total of 64 properties at December 31, 1997.  Out of the total,
62 had 100%
qualified occupancy.

For the nine months being reported Series 16 reflects a net loss
from
Operating Partnerships of $2,413,485.  When adjusted for
depreciation, which
is a non-cash item, the Operating Partnerships reflect positive
operations of
$1,035,044.  This is an interim period estimate; it is not
necessarily
indicative of the final year end results.

The Operating General Partner of Mariner's Pointe Limited
Partnership I and
Mariner's Pointe Limited Partnership II pledged his general
partnership
interest to an unaffiliated lending institution.  As this was a
violation of the terms of the partnership agreement, the
Operating General Partner was removed and replaced.  The
properties are operating at a slightly negative cash flow.  The
deficits are being funded by the new General Partner.

(Series 17)  As of December 31, 1997 and 1996, the average
qualified
occupancy for the series was 99.7% and 99.6%, respectively.  The
series had a
total of 49 properties at December 31, 1997.  Out of the total 48
had 100%
qualified occupancy.

For the nine months being reported Series 17 reflects a net loss
from
Operating  Partnerships of $2,165,506.  When adjusted for
depreciation, which,
is a non-cash item, the Operating Partnerships reflect positive
operations of $812,853. This is an interim period estimate; it is
not necessarily indicative of the final year end results.

Annadale Housing Partners has reported net losses due to
operational issues
associated with the property.  The property continues to suffer
from operating
deficits.  It is hoped with a more stabilized occupancy, increase
in rents,
and reduction in operating costs, the deficits can be minimized.
The
Operating Partnership has stabilized since the completion of
rehabilitation
and occupancy has shown steady improvement.  Occupancy is at 95%
as of December 31, 1997.
                                     49









California Investors VII Limited Partnership was operating at a
deficit due
to higher than projected operating expenses and a competitive
rental market.
Operating shortfalls caused the accrual of accounts payable.  The
Operating
Partnership closed on a debt refinancing in the fourth quarter of
1996.  The
favorable interest rate enabled the Operating Partnership to
payoff the
accrued accounts payable and reduced the monthly debt payment.
The
refinancing should also create increased operating stability for
the Operating
Partnership.

The property owned by California Investors VI L.P. has
experienced a reduction
in occupancy, which stands at 90% at December 31, 1997.  The
management company is increasing their marketing efforts, as well
as implementing capital
improvements to the property to attract tenants.  These efforts
should improve
occupancy and stabilize the property.

(Series 18)  As of December 31, 1997 and 1996 the average
qualified occupancy
for the series was 100% and 100%, respectively.  The series had a
total of 34
properties at December 31, 1997, all of which were at 100%
qualified
occupancy.

For the nine months being reported Series 18 reflects a net loss
from
Operating Partnerships of $1,783,392.  When adjusted for
depreciation, which
is a non-cash item, the Operating Partnerships reflect positive
operations of
$334,902.  This is an interim period estimate; it is not
necessarily
indicative of the final year end results.

In August 1996 the General Partner was notified that Virginia
Avenue Housing
Limited Partnership was named as defendant in a land encroachment
complaint.
Efforts by the Operating General Partner to settle the complaint
have been unsuccessful.  At this time, the Investment Limited
Partner is examining the possibility of Operating General Partner
removal and the pursuit of a separate settlement on behalf of the
Operating Partnership.

(Series 19)  As of December 31, 1997 and 1996 the average
qualified occupancy
for the series was 100% and 99.9% respectively.  The series had a
total of 26
properties at December 31, 1997, all of which were at 100%
qualified
occupancy.

For the nine months being reported Series 19 reflects a net loss
from
Operating Partnerships of $1,720,308.  When adjusted for
depreciation, which
is a non-cash item, the Operating Partnerships reflect positive
operations of
$487,761. This is an interim period estimate; it is not
necessarily indicative
of the final year end results.







                                     50

                               PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         None

Item 2.  Changes in Securities

         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)  Exhibits

         None

         (b)  Reports on Form 8-K


















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                              SIGNATURES

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 hereunto duly authorized.

                                BOSTON CAPITAL TAX CREDIT
                                FUND III L.P.



                                By:  Boston Capital Associates
III L.P.




                                By:  C&M Associates d/b/a
                                     Boston Capital Associates



Date:  February 19, 1998        By:  /s/ John P. Manning
                                     -------------------
                                     John P. Manning,
                                     Partner & Principal
Financial
                                     Officer

























                                     52