<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 September 30, 2002
                                               ------------------

                                       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 SEPTEMBER 30, 2002
                         ------------------------------

                         PART I - FINANCIAL INFORMATION
                         ------------------------------


ITEM 1. FINANCIAL STATEMENTS.

<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS                                       SEPTEMBER 30,
                                                                      2002             DECEMBER 31,
(IN THOUSANDS, EXCEPT UNIT DATA)                                   (UNAUDITED)            2001
                                                                ----------------     ---------------
<S>                                                             <C>                  <C>
Assets
------

Cash and cash equivalents                                       $          2,870     $         2,902
Investments in Local Limited Partnerships                                    430                 497
Other assets                                                                 131                 108
Real estate (net of accumulated depreciation
      of $3,674 in 2002 and $3,524 in 2001)                                1,625               1,775
                                                                ----------------     ---------------
      Total Assets                                              $          5,056     $         5,282
                                                                ================     ===============
Liabilities and Partners' Capital
---------------------------------

Liabilities:

Accounts payable and accrued expenses                           $             91     $           339
Distributions payable                                                         81                 108
Mortgage payable                                                           2,292               2,346
Accrued interest - subordinated loan payable                                 110                 100
Subordinated loan payable                                                    133                 133
                                                                ----------------     ---------------
      Total Liabilities                                                    2,707               3,026
                                                                ----------------     ---------------
Partners' Capital:

Limited Partners -
   Units of Limited Partnership Interest,
   $1,000 stated value per unit; 25,005 units authorized,
   issued and outstanding                                                  3,515               3,429
General Partners' deficit                                                 (1,166)             (1,173)
                                                                ----------------     ---------------
         Total Partners' Capital                                           2,349               2,256
                                                                ----------------     ---------------
         Total Liabilities and Partners' Capital                $          5,056     $         5,282
                                                                ================     ===============
</TABLE>



                 See notes to consolidated financial statements.


                                     2 of 19


<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(IN THOUSANDS, EXCEPT UNIT DATA)
                                                                    FOR THE THREE MONTHS ENDED        FOR THE NINE MONTHS ENDED
                                                                  SEPTEMBER 30,    SEPTEMBER 30,   SEPTEMBER 30,    SEPTEMBER 30,
                                                                       2002            2001             2002             2001
                                                                  -------------    -------------   -------------    -------------
<S>                                                               <C>              <C>             <C>              <C>
Income:

    Rental income                                                 $         310    $         248   $         890    $         838
    Income from Local Limited Partnership cash distributions                  -                -             250              355
    Equity in loss of Local Limited Partnerships                            (37)               -             (56)               -
    Interest                                                                 12               33              38               96
    Other                                                                    10                7              32               32
                                                                  -------------    -------------   -------------    -------------
      Total income                                                          295              288           1,154            1,321
                                                                  -------------    -------------   -------------    -------------
Expenses:

    Operating                                                               200              210             613              616
    Interest                                                                 46               48             140              145
    Depreciation                                                             50               50             150              150
    General and administrative                                               26               28              77               76
                                                                  -------------    -------------   -------------    -------------
      Total expenses                                                        322              336             980              987
                                                                  -------------    -------------   -------------    -------------
Net (loss) income                                                 $         (27)   $         (48)  $         174    $         334
                                                                  =============    =============   =============    =============
Net (loss) income allocated to General Partners                   $          (2)   $          (4)  $          13    $          25
                                                                  =============    =============   =============    =============
Net (loss) income allocated to Limited Partners                   $         (25)   $         (44)  $         161    $         309
                                                                  =============    =============   =============    =============
Net (loss) income per Unit of Limited Partnership Interest        $       (1.00)   $       (1.76)  $        6.44    $       12.36
                                                                  =============    =============   =============    =============
Distributions per Unit of Limited Partnership Interest            $        1.00    $        1.00   $        3.00    $        6.00
                                                                  =============    =============   =============    =============
</TABLE>




                 See notes to consolidated financial statements.

                                     3 of 19


<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL (UNAUDITED)

<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT UNIT DATA)          UNITS OF
                                           LIMITED        GENERAL         LIMITED           TOTAL
                                         PARTNERSHIP     PARTNERS'       PARTNERS'        PARTNERS'
                                          INTEREST        DEFICIT         CAPITAL          CAPITAL
                                         -----------    ----------      -----------      -----------
<S>                                      <C>            <C>             <C>              <C>
Balance - January 1, 2002                     25,005    $   (1,173)     $     3,429      $     2,256

    Net income                                     -            13              161              174
    Distributions                                  -            (6)             (75)             (81)
                                         -----------    ----------      -----------      -----------

Balance - September 30, 2002                  25,005    $   (1,166)     $     3,515      $     2,349
                                         ===========    ==========      ===========      ===========
</TABLE>





                 See notes to consolidated financial statements.

                                     4 of 19






<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------

<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                                                             FOR THE NINE MONTHS ENDED
                                                                          SEPTEMBER 30,     SEPTEMBER 30,
(IN THOUSANDS)                                                                 2002              2001
                                                                          -------------     -------------
<S>                                                                       <C>               <C>
Cash Flows from Operating Activities:

Net income                                                                $         174     $         334
Adjustments to reconcile net income to net cash (used in)
  provided by operating activities:
      Depreciation                                                                  150               150
      Income from Local Limited Partnership cash distributions                     (250)             (355)
      Equity in loss of Local Limited Partnerships                                   56                 -
      Changes in assets and liabilities:
         Increase in other assets                                                   (23)              (70)
         (Decrease) increase in accounts payable
            and accrued expenses                                                   (248)               13
         Increase in accrued interest payable on subordinated loan                   10                10
                                                                          -------------     -------------
      Net cash (used in) provided by operating activities                          (131)               82
                                                                          -------------     -------------
Cash Flows From Investing Activities:

      Distributions received from Local Limited Partnerships                        261               355
      Insurance proceeds received, net of expenses paid                               -               357
                                                                          -------------     -------------
      Cash provided by investing activities                                         261               712
                                                                          -------------     -------------
Cash Flows From Financing Activities:

      Mortgage principal payments                                                   (54)              (50)
      Distributions to partners                                                    (108)             (162)
                                                                          -------------     -------------
      Cash used in financing activities                                            (162)             (212)
                                                                          -------------     -------------
Net (decrease) increase in cash and cash equivalents                                (32)              582

Cash and cash equivalents, beginning of period                                    2,902             3,052
                                                                          -------------     -------------
Cash and cash equivalents, end of period                                  $       2,870     $       3,634
                                                                          =============     =============
Supplemental Disclosure of Cash Flow Information
------------------------------------------------

      Interest paid in cash                                               $         130     $         135
                                                                          =============     =============
Supplemental Disclosure of Non-Cash Financing Activities
--------------------------------------------------------

      Accrued distributions to partners                                   $          81     $          81
                                                                          =============     =============
</TABLE>





                 See notes to consolidated financial statements.

                                     5 of 19



<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------

                   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 Annual Report on Form
       10-KSB for the year ended December 31, 2001.

       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, 2001 was derived from
       audited financial statements at such date.

       The results of operations for the nine months ended September 30, 2002
       and 2001 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 SEPTEMBER 30, 2002
                         ------------------------------


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 September 30, 2002, 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 September 30, 2002, the Partnership
         had cash and cash equivalents of $2,870,000, as compared to $2,902,000
         at December 31, 2001. 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 nine months ended
         September 30, 2002.

         The level of liquidity based on cash and cash equivalents experienced a
         $32,000 decrease at September 30, 2002 as compared to December 31,
         2001. The Partnership's $131,000 of net cash used in operating
         activities and $162,000 of cash used in financing activities more than
         offset the $261,000 of distributions received from Local Limited
         Partnerships (investing activities). Cash used in financing activities
         consisted of $108,000 of distributions to partners and $54,000 of
         mortgage principal payments. For the nine months ended September 30,
         2002, the Partnership accrued distributions aggregating $75,000 ($3.00
         per unit) to its limited partners and $6,000 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>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


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
         $2,292,000 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
         ---------------------

         Net income decreased by $160,000 for the nine months ended September
         30, 2002, as compared to the nine months ended September 30, 2001. The
         decrease is due to a decrease in income of $167,000 which was partially
         offset by a decrease in expenses of $7,000. The decrease in income is
         primarily due to a decrease in income from Local Limited Partnership
         cash distributions of $105,000 and a decrease in interest income of
         $58,000 which were partially offset by an increase in rental income of
         $52,000. Additionally, income decreased due to the equity in loss of
         Local Limited Partnerships of $56,000. During the nine months ended
         September 30, 2001 the Partnership did not have any equity in income or
         loss of a Local Limited Partnership. The decrease in expenses is due to
         decreases in operating expenses of $3,000 and interest expense of
         $5,000 which were partially offset by an increase in general and
         administrative expenses of $1,000. All other items of income and
         expense remained relatively constant.




                                     8 of 19

<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


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

         Recently Issued Accounting Standards
         ------------------------------------

         In July 2001, the Financial Accounting Standards Board ("FASB") issued
         Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill
         and Other Intangible Assets." SFAS No. 142 addresses accounting and
         reporting for intangible assets acquired, except for those acquired in
         a business combination. SFAS No. 142 presumes that goodwill and certain
         intangible assets have indefinite useful lives. Accordingly, goodwill
         and certain intangibles will not be amortized but rather will be tested
         at least annually for impairment. SFAS No. 142 also addresses
         accounting and reporting for goodwill and other intangible assets
         subsequent to their acquisition. SFAS No. 142 is effective for fiscal
         years beginning after December 15, 2001. This statement had no effect
         on the Partnership's financial statements.

         In August 2001, the FASB issued SFAS No. 144, "Accounting for the
         Impairment or Disposal of Long-Lived Assets," which addresses financial
         accounting and reporting for the impairment or disposal of long-lived
         assets. This statement supersedes SFAS No. 121, "Accounting for the
         Impairment of Long-Lived Assets and for Long-Lived Assets to be
         Disposed Of" and the accounting and reporting provisions of Accounting
         Principles Board ("APB") Opinion No. 30, "Reporting the Results of
         Operations -Reporting the Effects of a Disposal of a Business and
         Extraordinary, Unusual and Infrequently Occurring Events and
         Transactions," for the disposal of a segment of a business. This
         statement also amends Accounting Research Bulletin No. 51,
         "Consolidated Financial Statements," to eliminate the exception to
         consolidation for a subsidiary for which control is likely to be
         temporary. SFAS No. 144 is effective for fiscal years beginning after
         December 15, 2001, and interim periods within those fiscal years. The
         provisions of this statement generally are to be applied prospectively.
         This statement had no effect on the Partnership's financial statements.

         In April 2002, the FASB issued 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. In part, this statement rescinds
         SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt."
         FASB No. 145 will be 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 APB
         Opinion No. 30. The Partnership does not expect that this statement
         will have a material effect on the Partnership's 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
         initiated after December 31, 2002, with earlier adoption encouraged.
         The Partnership does not expect that this statement will have a
         material effect on the Partnership's 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 September 30, 2002 is at a fixed rate of interest.


                                     9 of 19

<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


Item 3.  CONTROLS AND PROCEDURES
         -----------------------

         The Registrant'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 Registrant'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 Registrant'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 SEPTEMBER 30, 2002
                         ------------------------------


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 three months ended
             September 30, 2002.
























                                    11 of 19


<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


                                   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: November 18, 2002








                                    12 of 19


<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


                                 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 SEPTEMBER 30, 2002
                         ------------------------------


    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: November 18, 2002                                /s/ Michael L. Ashner
                                                       -------------------------
                                                       Michael L. Ashner
                                                       Chief Executive Officer












                                    14 of 19

<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------


                                 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 SEPTEMBER 30, 2002
                         ------------------------------


    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: November 18, 2002                        /s/ Thomas C. Staples
                                               ---------------------------------
                                               Thomas C. Staples
                                               Chief Financial Officer
















                                    16 of 19

<PAGE>


           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
           ----------------------------------------------------------
                         FORM 10-QSB SEPTEMBER 30, 2002
                         ------------------------------



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             19
       Sarbanes-Oxley Act of 2002.




















                                    17 of 19