<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)

  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2003
                                                 --------------

                                       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 2-81033
                                                -------

           Winthrop Residential Associates III, A Limited Partnership
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

               Maryland                                 04-2782016
---------------------------------------     -----------------------------------
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
       incorporation or organization)

7 Bulfinch Place, Suite 500, Boston, MA                 02114-9507
---------------------------------------     -----------------------------------
(Address of principal executive office)                 (Zip Code)

    Registrant's telephone number, including area code (617) 570-4600
                                                       --------------


Indicate by check mark whether 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 [ ]


                                     1 of 19


<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT UNIT DATA)


<TABLE>
<CAPTION>
                                                        MARCH 31, 2003       DECEMBER 31,
                                                          (UNAUDITED)           2002
                                                        --------------       ------------
<S>                                                         <C>                <C>
Assets

Cash and cash equivalents                                   $ 3,052            $ 3,038
Investments in Local Limited Partnerships                       344                365
Other assets                                                    178                133
Real estate (net of accumulated depreciation
      of $3,799 in 2003 and $3,749 in 2002)                   1,532              1,582
                                                            -------            -------
      Total Assets                                          $ 5,106            $ 5,118
                                                            =======            =======

Liabilities and Partners' Capital

Liabilities:

Accounts payable and accrued expenses                       $   148            $   147
Distributions payable                                           135                108
Mortgage payable                                              2,254              2,273
Accrued interest - subordinated loan payable                    117                114
Subordinated loan payable                                       133                133
                                                            -------            -------
      Total Liabilities                                       2,787              2,775
                                                            -------            -------

Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $1,000 stated value per unit; 25,005 units authorized,
   issued and outstanding                                     3,487              3,509
General Partners' deficit                                    (1,168)            (1,166)
                                                            -------            -------
         Total Partners' Capital                              2,319              2,343
                                                            -------            -------
         Total Liabilities and Partners' Capital            $ 5,106            $ 5,118
                                                            =======            =======
</TABLE>




                 See notes to consolidated financial statements.

                                    2 of 19



<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003



CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)
<TABLE>
<CAPTION>

                                                                         FOR THE THREE MONTHS ENDED
                                                                         MARCH 31,         MARCH 31,
                                                                           2003              2002
                                                                         ---------        ----------
<S>                                                                      <C>              <C>
Income:
    Rental income                                                          $ 301             $ 273
    Income from Local Limited Partnership cash distributions                --                 125
    Equity in (losses) income of Local Limited Partnerships                   (2)                5
    Interest                                                                   9                13
    Other income                                                              17                 9
                                                                           -----             -----

      Total income                                                           325               425
                                                                           -----             -----

Expenses:

    Operating                                                                198               185
    Interest                                                                  46                47
    Depreciation                                                              50                50
    General and administrative                                                28                24
                                                                           -----             -----

      Total expenses                                                         322               306
                                                                           -----             -----

Net income                                                                 $   3             $ 119
                                                                           =====             =====

Net income allocated to General Partners                                   $--               $   9
                                                                           =====             =====

Net income allocated to Limited Partners                                   $   3             $ 110
                                                                           =====             =====

Net income per Unit of Limited Partnership Interest                        $0.12             $4.40
                                                                           =====             =====

Distributions per Unit of Limited Partnership Interest                     $1.00             $1.00
                                                                           =====             =====


</TABLE>





                 See notes to consolidated financial statements.

                                    3 of 19

<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003



CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)

<TABLE>
<CAPTION>
                                        UNITS OF
                                         LIMITED           GENERAL           LIMITED         TOTAL
                                       PARTNERSHIP        PARTNERS'         PARTNERS'      PARTNERS'
                                        INTEREST           DEFICIT           CAPITAL        CAPITAL
                                       -----------        ---------         ---------      ---------
<S>                                    <C>                 <C>             <C>            <C>
 Balance -- January 1, 2003               25,005           $(1,166)           $3,509         $2,343

   Net income                                                    -                 3              3
   Distributions                                                (2)              (25)           (27)
                                          -------          --------           -------        -------
 Balance -- March 31, 2003                25,005           $(1,168)           $3,487         $2,319
                                          =======          ========           =======        =======

</TABLE>


                See notes to consolidated financial statements.



                                     4 of 19
<PAGE>




           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003


CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(IN THOUSANDS)
<TABLE>
<CAPTION>
                                                                           FOR THE THREE MONTHS ENDED
                                                                           MARCH 31,        MARCH 31,
                                                                             2003             2002
                                                                           --------         ---------
<S>                                                                         <C>             <C>
Cash Flows from Operating Activities:

Net income                                                                  $     3            $   119
Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
      Depreciation                                                               50                 50
      Income from Local Limited Partnership cash distributions                 --                 (125)
      Equity in losses (income) of Local Limited Partnerships                     2                 (5)
      Changes in assets and liabilities:
         Increase in other assets                                               (45)                (3)
         Increase (decrease) in accounts payable and
            accrued expenses                                                      1               (254)
         Increase in accrued interest payable on subordinated loan                3                  3
                                                                            -------            -------
      Net cash provided by (used in) operating activities                        14               (215)
                                                                            -------            -------
Cash Flows From Investing Activities:

Distributions received from Local Limited Partnerships                           19                137
                                                                            -------            -------
      Cash provided by investing activities                                      19                137
                                                                            -------            -------
Cash Flows From Financing Activities:

      Mortgage principal payments                                               (19)               (18)
                                                                            -------            -------
      Cash used in financing activities                                         (19)               (18)
                                                                            -------            -------
Net increase (decrease) in cash and cash equivalents                             14                (96)

Cash and cash equivalents, beginning of period                                3,038              2,902
                                                                            -------            -------
Cash and cash equivalents, end of period                                    $ 3,052            $ 2,806
                                                                            =======            =======
Supplemental Disclosure of Cash Flow Information

      Interest paid in cash                                                 $    43            $    44
                                                                            =======            =======
Supplemental Disclosure of Non-Cash
      Financing Activities

      Accrued distributions to partners                                     $    27            $    27
                                                                            =======            =======

</TABLE>

                 See notes to consolidated financial statements.

                                    5 of 19

<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.      GENERAL

        The accompanying consolidated financial statements, footnotes and
        discussions should be read in conjunction with the consolidated
        financial statements, related footnotes and discussions contained
        in the Partnership's Annual Report on Form 10-KSB for the year
        ended December 31, 2002.

        The financial information contained herein is unaudited. In the
        opinion of management, all adjustments necessary for a fair
        presentation of such financial information have been included. All
        adjustments are of a normal recurring nature. The balance sheet at
        December 31, 2002 was derived from audited financial statements at
        such date.

        The results of operations for the three months ended March 31, 2003
        and 2002 are not necessarily indicative of the results to be
        expected for the full year.

2.      CONSOLIDATION

        The accompanying financial statements have been prepared on a
        consolidated basis, including the accounts of Clear Creek Ltd.
        ("Clear Creek"). All significant intercompany transactions and
        balances have been eliminated.








                                    6 of 19










<PAGE>



           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003

Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

           The matters discussed in this Form 10-QSB contain certain
           forward-looking statements and involve risks and uncertainties
           (including changing market conditions, competitive and regulatory
           matters, etc.) detailed in the disclosure contained in this Form
           10-QSB and the other filings with the Securities and Exchange
           Commission made by the Partnership from time to time. The discussion
           of the Partnership's liquidity, capital resources and results of
           operations, including forward-looking statements pertaining to such
           matters, does not take into account the effects of any changes to the
           Partnership's operations. Accordingly, actual results could differ
           materially from those projected in the forward-looking statements as
           a result of a number of factors, including those identified herein.

           This Item should be read in conjunction with the consolidated
           financial statements and other items contained elsewhere in the
           report.

           Liquidity and Capital Resources

           As of March 31, 2003, the Partnership retained an equity interest in
           five Local Limited Partnerships, each of which owns a single
           apartment complex. The Partnership also owns an 88.5% interest in
           Clear Creek Ltd. ("Clear Creek"), a partnership in which an affiliate
           of the Partnership's general partner is the managing general partner.
           The Partnership's primary sources of income are distributions from
           the Local Limited Partnerships and rental income from Clear Creek
           Apartments. The Partnership requires cash to pay the operating
           expenses and mortgage note of Clear Creek, for general and
           administrative expenses and to make capital contributions and/or
           loans to any of the Local Limited Partnerships which the managing
           general partner deems to be in the Partnership's best interest.

           To date, all cash requirements have been satisfied by interest income
           earned on short-term investments, rental income from Clear Creek and
           cash distributed to the Partnership by the Local Limited
           Partnerships. If the Partnership funds any operating deficits, it
           will use monies from its operating reserves. As of March 31, 2003,
           the Partnership had cash and cash equivalents of $3,052,000, as
           compared to $3,038,000 at December 31, 2002. The managing general
           partner's current policy is to maintain a reserve balance sufficient
           to provide the Partnership the flexibility to preserve its economic
           interest in the Local Limited Partnerships. Therefore, a lack of cash
           distributed by the Local Limited Partnerships to the Partnership in
           the future should not deplete the reserves, though it may restrict
           the Partnership from making distributions. The Partnership did not
           fund any operating deficits to Local Limited Partnerships during the
           three months ended March 31, 2003.

           The level of liquidity based on cash and cash equivalents
           experienced a $14,000 increase at March 31, 2003 as compared to
           December 31, 2002. The Partnership's $14,000 of net cash provided by
           operating activities and $19,000 of distributions received from
           Local Limited Partnerships (investing activities), was partially
           offset by $19,000 of mortgage principal payments (financing
           activities). For the three months ended March 31, 2003, the
           Partnership accrued distributions aggregating $25,000 ($1.00 per
           unit) to its limited partners and $2,000 to the general partners.
           The Partnership's present policy is to accrue distributions on a
           quarterly basis and to pay them on an annual basis.


                                    7 of 19

<PAGE>


Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

           Liquidity and Capital Resources (Continued)

           The Partnership is not obligated to provide any additional funds to
           the Local Limited Partnerships to fund operating deficits. The
           Partnership determines on a case by case basis whether to fund any
           operating deficits. If a Local Limited Partnership sustains
           continuing operating deficits and has no other sources of funding,
           it is likely that it will eventually default on its mortgage
           obligations and risk a foreclosure on its property by the lender. If
           a foreclosure were to occur, the Local Limited Partnership would
           lose its investment in the property and would incur a tax liability
           due to the recapture of tax benefits taken in prior years. The
           Partnership, as an owner of the Local Limited Partnership, would
           share these consequences in proportion to its ownership interest in
           the Local Limited Partnership.

           The mortgage note payable encumbering Clear Creek in the amount of
           $2,254,000 is self amortizing and is payable in monthly installments
           of approximately $20,000, including interest at 7.5% per annum,
           through October 2018, the date of maturity. The mortgage is
           collateralized by the rental property.

           The subordinated loan, in the amount of $133,000, is due to the
           former general partner of Clear Creek who also manages the property.
           The subordinated loan accrues interest at 10% and is due upon sale
           of the property.

           The Partnership's only significant critical accounting policy
           relates to the evaluation of the fair value of real estate and its
           investments in Local Limited Partnerships. The Partnership evaluates
           the need for an impairment loss on its real estate assets and
           investments when indicators of impairment are present and the
           undiscounted cash flows are not sufficient to recover the asset's
           carrying amount. The impairment loss is measured by comparing the
           fair value of the asset to its carrying amount. The evaluation of
           the fair value of real estate and its investments is an estimate
           that is susceptible to change and actual results could differ from
           those estimates.

           Results of Operations

           The Partnership's net income for the three months ended March 31,
           2003 was $3,000, as compared to net income of $119,000 for the three
           months ended March 31, 2002. The decrease is due to a decrease in
           income of $100,000 and an increase in expenses of $16,000. The
           decrease in income is due to decreases in income from Local Limited
           Partnership cash distributions of $125,000, interest income of $4,000
           and $2,000 of equity in losses of Local Limited Partnerships for the
           three months ended March 31, 2003 as compared to $5,000 of equity in
           income of Local Limited Partnerships for the three months ended March
           31, 2002, which were partially offset by increases in rental income
           of $28,000 and other income of $8,000. The increase in rental income
           is a result of an increase in occupancy at the Clear Creek property.
           During the three months ended March 31, 2003, the Partnership did not
           receive any cash distributions from the Local Limited Partnerships.
           During the three months ended March 31, 2002, the Partnership
           received $125,000 of cash distributions from Village Square
           Associates Limited Partnership. The increase in expenses is due to an
           increase in various operating expenses of $13,000 and an increase in
           general and administrative expenses of $4,000, which were partially
           offset by a decrease in interest expense of $1,000.

                                    8 of 19

<PAGE>


Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

           Recently Issued Accounting Standards

           In April 2002, the Financial Accounting Standards Board ("FASB")
           issued Statement of Financial Accounting Standard ("SFAS") No.
           145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
           of FASB Statement No. 13 and Technical Corrections," which
           updates, clarifies and simplifies existing accounting
           pronouncements. This statement rescinds SFAS No. 4, "Reporting
           Gains and Losses from Extinguishment of Debt." FASB No. 145 is
           effective for fiscal years beginning after May 15, 2002. Upon
           adoption, enterprises must reclassify prior period items that do
           not meet the extraordinary item classification criteria in
           Accounting Principles Board Opinion No. 30. This statement had no
           effect on the Partnership's consolidated financial statements.

           In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
           Associated with Exit or Disposal Activities." SFAS No. 146 requires
           companies to recognize costs associated with exit or disposal
           activities when they are incurred rather than at the date of a
           commitment to an exit or disposal plan. Examples of costs covered by
           the standard include lease termination costs and certain employee
           severance costs that are associated with a restructuring,
           discontinued operation, plant closing or other exit or disposal
           activity. SFAS No. 146 is effective prospectively for exit and
           disposal activities after December 31, 2002. This statement had no
           effect on the Partnership's consolidated financial statement.

           In November 2002, the FASB issued Interpretation No. 45, "Guarantors'
           Accounting and Disclosure Requirements for Guarantees, Including
           Indirect Guarantees of Indebtedness of Others." The interpretation
           elaborates on the disclosures to be made by a guarantor in its
           financial statements about its obligations under certain guarantees
           that it has issued. It also clarifies that a guarantor is required to
           recognize, at the inception of a guarantee, a liability for the fair
           value of the obligation undertaken in issuing the guarantee. This
           interpretation does not prescribe a specific approach for
           subsequently measuring the guarantor's recognized liability over the
           term of the related guarantee. The disclosure provisions of this
           interpretation were effective for the Partnership's December 31, 2002
           consolidated financial statements. The initial recognition and
           initial measurement provisions of this interpretation are applicable
           on a prospective basis to guarantees issued or modified after
           December 31, 2002. This interpretation had no effect on the
           Partnership's consolidated financial statements.

           In January 2003, the FASB issued Interpretation No. 46,
           "Consolidation of Variable Interest Entities." This interpretation
           clarifies the application of existing accounting pronouncements to
           certain entities in which equity investors do not have the
           characteristics of a controlling financial interest or do not have
           sufficient equity at risk for the entity to finance its activities
           without additional subordinated financial support from other parties.
           The provisions of the interpretation are effective for all variable
           interests in variable interest entities created after January 31,
           2003, and the Partnership will need to apply its provisions to any
           existing variable interests in variable interest entities no later
           than December 31, 2004. The Partnership does not expect that this
           interpretation will have an impact on the Partnership's consolidated
           financial statements.


                                    9 of 19

<PAGE>


Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION (CONTINUED)

           Recently Issued Accounting Standards (Continued)

           In April 2003, the FASB issued SFAS No. 149, "Amendment of SFAS No.
           133 on Derivative Instruments and Hedging Activities." This statement
           amends and clarifies financial accounting and reporting for
           derivative instruments, including certain derivative instruments
           embedded in other contracts (collectively referred to as derivatives)
           and for hedging activities under SFAS No. 133, "Accounting for
           Derivative Instruments and Hedging Activities." The changes in this
           statement improve financial reporting by requiring that contracts
           with comparable characteristics be accounted for similarly. In
           particular, this statement (1) clarifies under what circumstances a
           contract with an initial net investment meets the characteristic of a
           derivative discussed in SFAS No. 133, (2) clarifies when a derivative
           contains a financing component, (3) amends the definition of an
           underlying to conform it to language used in FASB Interpretation No.
           45, and (4) amends certain other existing pronouncements. Those
           changes will result in more consistent reporting of contracts as
           either derivatives or hybrid instruments. This statement is effective
           for contracts entered into or modified after June 30, 2003, and for
           hedging relationships designated after June 30, 2003. The guidance
           should be applied prospectively. The provisions of this statement
           that relate to SFAS No. 133 implementation issues that have been
           effective for fiscal quarters that began prior to June 15, 2003,
           should continue to be applied in accordance with their respective
           effective dates. In addition, certain provisions relating to forward
           purchases or sales of when-issued securities or other securities that
           do not yet exist, should be applied to existing contracts as well as
           new contracts entered into after June 30, 2003. The Partnership does
           not expect that this statement will have an impact on the
           Partnership's consolidated financial statements.

           Quantitative and Qualitative Disclosures of Market Risk

           The Partnership does not have any financial instruments that would
           expose it to market risk associated with the risk of loss arising
           from adverse changes in market rates and prices. The Partnership's
           mortgage note payable at March 31, 2003 is at a fixed rate of
           interest.

Item 3.    CONTROLS AND PROCEDURES

           The Partnership's principal executive officer and principal financial
           officer have, within 90 days of the filing date of this quarterly
           report, evaluated the effectiveness of the Partnership's disclosure
           controls and procedures (as defined in Exchange Act Rules 13a -
           14(c)) and have determined that such disclosure controls and
           procedures are adequate. There have been no significant changes in
           the Partnership's internal controls or in other factors that could
           significantly affect such internal controls since the date of
           evaluation. Accordingly, no corrective actions have been taken with
           regard to significant deficiencies or material weaknesses.


                                    10 of 19




<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003



PART II - OTHER INFORMATION


ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

             (a)  Exhibits:

                  99.1    Supplementary Information Required Pursuant to
                          Section 9.4 of the Partnership Agreement.

                  99.2    Certification Pursuant to Section 906 of the
                          Sarbanes-Oxley Act of 2002.

             (b)  Reports on Form 8-K:

                  No reports on Form 8-K were filed during the period ended
                  March 31, 2003.






                                    11 of 19



<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003



                                   SIGNATURES

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


                                        WINTHROP RESIDENTIAL ASSOCIATES III,
                                        A LIMITED PARTNERSHIP


                                        BY:    TWO WINTHROP PROPERTIES, INC.
                                               Managing General Partner



                                        BY: /s/ Michael L. Ashner
                                            ---------------------
                                            Michael L. Ashner
                                            Chief Executive Officer



                                        BY: /s/ Thomas C. Staples
                                            ---------------------
                                            Thomas C. Staples
                                            Chief Financial Officer

                                            Dated: May 15, 2003



                                    12 of 19



<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003



                                 CERTIFICATIONS



     I, Michael L. Ashner, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Winthrop
     Residential Associates III, A Limited Partnership;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us,
          particularly during the period in which this quarterly report is being
          prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and



                                    13 of 19


<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003


6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.







Date:   May 15, 2003                            /s/ Michael L. Ashner
                                                -----------------------
                                                Michael L. Ashner
                                                Chief Executive Officer










                                    14 of 19


<PAGE>



           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003


                                 CERTIFICATIONS



     I, Thomas C. Staples, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Winthrop
     Residential Associates III, A Limited Partnership;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     quarterly report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant is made known to us,
          particularly during the period in which this quarterly report is being
          prepared;

     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent functions):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and

     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and


                                    15 of 19
<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003


     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.





Date: May 15, 2003                          /s/ Thomas C. Staples
                                            ------------------------------
                                            Thomas C. Staples
                                            Chief Financial Officer





                                    16 of 19


<PAGE>

           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                           FORM 10-QSB MARCH 31, 2003


Exhibit Index


      Exhibit                                                     Page No.
      -------                                                     --------

99.1  Supplementary Information Required Pursuant to                 18
      Section 9.4 of the Partnership Agreement.



99.2  Certification Pursuant to Section 906 of the Sarbanes-         19
      Oxley Act of 2002.












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