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                   U.S. 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, 1999

                                     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)

Five Cambridge Center, Cambridge, MA                02142-1493
------------------------------------     -----------------------------------
(Address of principal executive office)              (Zip Code)

Registrant's telephone number, including area code     (617) 234-3000
                                                       ---------------

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_____


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       WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                       FORM 10-QSB MARCH 31, 1999

                      PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements.

Consolidated Balance Sheets (Unaudited)

                                                   March 31,    December 31,
(In Thousands, Except Unit Data)                      1999         1998
                                                 -----------    -----------
Assets

Cash and cash equivalents                          $  1,469      $  1,723
Investments in Local Limited Partnerships                76            76
Other assets                                            110            98
Real estate (net of accumulated depreciation
 of $2,928 in 1999 and $2,884 in 1998)                2,046         2,090
                                                 -----------    -----------
     Total Assets                                  $  3,701      $  3,987
                                                 ===========    ===========
Liabilities and Partners' Capital

Liabilities:

Accounts payable and accrued expenses              $     94      $    108
Distribution payable                                     27           277
Mortgage payable                                      2,519         2,533
Accrued Interest - Subordinated Loan Payable             63            60
Subordinated loan payable                               133           133
                                                 -----------    -----------
     Total Liabilities                                2,836         3,111
                                                 -----------    -----------
Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $1,000 stated value per unit; 25,005 units 
   authorized, issued and outstanding                 2,179         2,189
General Partners' deficit                            (1,314)       (1,313)
                                                 -----------    -----------
     Total Partners' Capital                            865           876
                                                 -----------    -----------
     Total Liabilities and Partners' Capital      $   3,701      $  3,987
                                                 ===========    ===========

                See notes to consolidated financial statements.

                                  2 of 13

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         WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                          FORM 10-QSB MARCH 31, 1999

Consolidated Statements of Operations (Unaudited)

(In Thousands, Except Unit Data)                 For the Three Months Ended
                                                   March 31,    December 31,
                                                     1999          1998
                                                 -----------    -----------
Income:

  Rental income                                    $    281       $    267
  Income from Local Limited Partnership 
    cash distributions                                    -             14
  Equity in income of Local Limited Partnerships          1             19
  Interest                                               15             11
  Other                                                  13              8
                                                 -----------    -----------
     Total Income                                       310            319
                                                 -----------    -----------
Expenses:

 Operating                                              183            194
 Interest                                                51             52
 Depreciation and amortization                           45             46
 General and administrative                              15             24
                                                 -----------    -----------
     Total Expenses                                     294            316
                                                 -----------    -----------
Net income                                        $      16      $       3
                                                 ===========    ===========
Net income allocated to General Partners          $       1      $       -
                                                 ===========    ===========
Net income allocated to Limited Partners          $      15      $       3
                                                 ===========    ===========
Net Income per Unit of Limited Partnership 
  Interest                                        $     .60      $     .12
                                                 ===========    ===========
Distributions per Unit of Limited 
  Partnership Interest                            $    1.00      $    1.00
                                                 ===========    ===========

            See notes to consolidated financial statements.

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          WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                      FORM 10-QSB MARCH 31, 1999

Consolidated Statement of Changes in Partners' Capital (Unaudited)

(In Thousands, Except Unit Data)  Units of
                                  Limited     General     Limited    Total
                                 Partnership  Partners'  Partners'  Partners'
                                  Interest     Deficit    Capital    Capital
                                 -----------  ---------  ---------  ----------
Balance - January 1, 1999           25,005     $(1,313)   $ 2,189    $  876
  Net income                                         1         15        16
  Distributions                                     (2)       (25)      (27)
                                 -----------  ---------  ---------  ----------

Balance - March 31, 1999            25,005     $(1,314)   $ 2,179    $  865
                                 ===========  ========== =========  ==========



              See notes to consolidated financial statements.

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         WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                      FORM 10-QSB MARCH 31, 1999

Consolidated Statements of Cash Flows (Unaudited)

                                                 For the Three Months Ended
                                                   March 31,     March 31,
                                                     1999          1998
(In thousands)                                   -----------    -----------


Cash Flows from Operating Activities:

Net income                                         $     16      $      3
Adjustments to reconcile net income to net cash
  provided by operating activities:

    Depreciation                                         44            45
    Amortization                                          1             1
    Equity in income of Local Limited Partnership        (1)          (19)

    Changes in assets and liabilities:

      Increase in other assets                          (12)          (14)
      (Decrease) increase in accounts payable
       and accrued expenses                             (14)            4
      Increase in accrued interest payable on 
          subordinated loan                               3             6
                                                 -----------    -----------
    Net cash provided by operating activities            37            26
                                                 -----------    -----------
Cash Flows From Financing Activities:

    Mortgage principal payments                         (14)          (13)
    Distributions to partners                          (277)          (25)
                                                 -----------    -----------
    Net cash used in financing activities              (291)          (38)
                                                 -----------    -----------
Net decrease in cash and cash equivalents              (254)          (12)

Cash and cash equivalents, beginning of period        1,723         1,484
                                                 -----------    -----------
Cash and cash equivalents, end of period           $  1,469      $  1,472
                                                 ===========    ===========
Supplemental Disclosure of Cash Flow Information

    Interest paid in cash                          $     48      $    48
                                                 ===========    ===========
Supplemental Disclosure of Non-Cash
    Investing Activities

    Accrued Distributions to Partners             $      27      $    27
                                                 ===========    ===========

            See notes to consolidated financial statements.

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        WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                  FORM 10-QSB MARCH 31, 1999

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       General

         The accompanying financial statements, footnotes and discussions
         should be read in conjunction with the financial statements,
         related footnotes and discussions contained in the Partnership's
         report on Form 10-KSB for the year ended December 31, 1998.

         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. Certain amounts have
         been reclassified to conform to the March 31, 1999 presentation.
         The balance sheet at December 31, 1998, was derived from audited
         financial statements at such date.

         The results of operations for the three months ended March 31, 1999
         and 1998, 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.

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        WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                  FORM 10-QSB MARCH 31, 1999

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 financial statements
        and other items contained elsewhere in the report.

        Liquidity and Capital Resources

        As of March 31, 1999, the Partnership retained an equity interest in
        six 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 sole 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 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, 1999,
        the Partnership had cash and cash equivalents of $1,469,000, as
        compared to $1,723,000 at December 31, 1998. 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 in 1999 and
        1998.

        The level of liquidity based on cash and cash equivalents experienced
        a $254,000 decrease at March 31, 1999, as compared to December 31,
        1998. The Partnership's $37,000 of net cash provided by operating
        activities was more than offset by $14,000 of mortgage principal
        payments and $277,000 of cash distributed to partners (financing
        activities). On June 16, 1998, Fayetteville Apartments Limited
        partnership, ("Fayetteville"), refinanced its mortgage. During
        September 1998, Fayetteville distributed $250,000 of refinancing
        proceeds to the Partnership. The Partnership distributed the proceeds
        of the $250,000 distribution received from Fayetteville during the
        first quarter of 1999. In addition, as of March 31, 1999, the
        Partnership accrued distributions aggregating $25,000 ($1.00 per
        Unit) to its limited partners and $2,000 to the general partners.

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        WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                  FORM 10-QSB MARCH 31, 1999

Item 2. Management's Discussion and Analysis or Plan of Operation

        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 loan encumbering Dunhaven Apartments Phase II, ("Dunhaven") is in
        default and is held by the U.S. Department of Housing and Urban
        Development. The Partnership was unable to reach an agreement with
        the general partner of the Local Limited Partnership which holds
        title to Dunhaven pursuant to which the Partnership, or an affiliate
        of the Partnership, would have been appointed as general partner of
        the Dunhaven Local Limited Partnership and the Partnership, or its
        affiliate, would satisfy the default on the loan. The Partnership has
        received notice from the Department of Housing and Urban Development
        of their intent to proceed with foreclosure action on the mortgage
        for Dunhaven. The Partnership's investment in this Local Limited
        Partnership had previously been written down to zero.

        Clear Creek currently has two housing assistance contracts with the
        Department of Housing and Urban Development which account for
        approximately 20% of the units in the apartment complex. These
        contracts expire in July and September of 1999. There is an
        uncertainty as to whether these contracts will be renewed, however,
        if they are not renewed alternative programs could be available.
        Based upon current market conditions of apartment rentals, if the
        contracts are not renewed and alternative programs are not available,
        the Partnership does not expect that this will have a significant
        impact on rental operations.

        Year 2000

        The Year 2000 Issue is the result of computer programs being written
        using two digits rather than four to define the applicable year. The
        Registrant is dependent upon the General Partner and its affiliates
        and Coordinated Services for management and administrative services.
        Any computer programs or hardware that have date-sensitive software
        or embedded chips may recognize a date using "00" as the year 1900
        rather than the year 2000. This could result in a system failure or
        miscalculations causing disruptions of operations, including, among
        other things, a temporary inability to process transactions, send
        invoices, or engage in similar normal business activities.

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        WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                  FORM 10-QSB MARCH 31, 1999

Item 2. Management's Discussion and Analysis or Plan of Operation

        Year 2000 (Continued)

        During the first half of 1998, Coordinated Services, the General
        Partner and its affiliates completed their assessment of the various
        computer software and hardware used in connection with the management
        of the Registrant. This review indicated that significantly all of
        the computer programs used by the Managing General Partner and its
        affiliates are off-the-shelf "packaged" computer programs which are
        easily upgraded to be Year 2000 compliant. In addition, to the extent
        that custom programs are utilized by the Managing General Partner and
        its affiliates, such custom programs are Year 2000 compliant.

        Following the completion of its assessment of the computer software
        and hardware, Coordinated Services, the General Partner and its
        affiliates began upgrading those systems which required upgrading. To
        date, significantly all of these systems have been upgraded. The
        Registrant has to date not borne, nor is it expected that the
        Registrant will bear, any significant costs in connection with the
        upgrade of those systems requiring remediation. It is expected that
        all systems will be remediated, tested and implemented during the
        first half of 1999.

        To date, neither Coordinated Services or the General Partner are
        aware of any external agent with a Year 2000 issue that would
        materially impact the Registrant's results of operations, liquidity
        or capital resources. However, the Managing General Partner has no
        means of ensuring that external agents will be Year 2000 compliant.
        The General Partner does not believe that the inability of external
        agents to complete their Year 2000 resolution process in a timely
        manner will have a material impact on the financial position or
        results of operations of the Registrant. However, the effect of
        non-compliance by external agents is not readily determinable.

        Results of Operations

        Net income increased by $13,000 for the three months ended March 31,
        1999, as compared to the three months ended March 31, 1998. The
        increase is due to a decrease in expenses of $22,000 which was
        partially offset by a decrease in income of $9,000. The decrease in
        income is primarily due to a decrease of $14,000 of cash received
        from Local Limited Partnerships and a decrease of equity in income of
        Local Limited partnerships of $18,000 which was partially offset by
        an increase in rental income of $14,000. Rental income increased
        primarily due to higher occupancy in 1999 as compared to 1998. In
        1998, $14,000 was received from the local limited partnership owning
        Dunhaven Apartments, Section II - Phase I. The decrease in expenses
        is primarily due to a decrease in operating expenses of $11,000, and
        a decrease in general and administrative expenses of $9,000. The
        decrease in operating expenses and general and administrative
        expenses are due to the timing of certain expenditures. All other
        items of income and expense remained relatively constant.

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        WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                  FORM 10-QSB MARCH 31, 1999

Part II - Other Information

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

         (a)  Exhibits

            27. Financial Data Schedule

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

         (b) Reports on Form 8-K:

             No reports on Form 8-K were filed during the three 
             months ended March 31, 1999.


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          WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                          FORM 10-QSB MARCH 31, 1999

                                  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: ONE WINTHROP PROPERTIES, INC.
                                       Managing General Partner

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

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

                                       Dated: May 14, 1999

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          WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
                          FORM 10-QSB MARCH 31, 1999

Exhibit Index

    Exhibit                                       Page No.

27. Financial Data Schedule                           -

99. Supplementary Information Required Pursuant 
    to Section 9.4 of the Partnership Agreement.     13












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