FORM 10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

(Mark One)

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

For the quarterly period ended March 31, 1997

                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from ________ to ___________

Commission file number: 0-23908


                  WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

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

CALIFORNIA                                                   33-0531301

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
3158 REDHILL AVENUE, SUITE 120, COSTA MESA, CA  92626

(714) 662-5565


         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes ____ No X




<PAGE>


Part I.  Financial Information

Item 1.  Financial Statements


                 WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                      (A California Limited Partnership)

                              INDEX TO FORM 10-Q

                     FOR THE QUARTER ENDED MARCH 31, 1997


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

  Balance Sheets, March 31, 1997 and
   December 31, 1995.........................................................3

  Statement of Operations
   For the three months ended March 31, 1997 and 1996........................4

  Statement of Partners' Equity
   For the three months ended March 31, 1997 and 1996........................5

  Statement of Cash Flows
   For the three months ended March 31, 1997 and 1996........................6

  Notes to Financial Statements..............................................8

  Item 2. Management's Discussion and Analysis of Financial
          Condition and Results of Operations...............................11



PART II. OTHER INFORMATION

  Item 6. Exhibits and Reports on Form 8-K..................................14

  Signatures ...............................................................15



<PAGE>
                 WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                      (A California Limited Partnership)

                                BALANCE SHEETS
                     March 31, 1997 and December 31, 1996

                                              1997                     1996
                                              ----                     ----

                                   ASSETS

Cash and cash equivalents          $        1,463,153       $        1,498,036
 Investment in limited
  partnerships - Note 2                    11,208,673               11,447,928
 Other assets                                     572                    5,419
                                          -----------              -----------

                                   $       12,672,398        $      12,951,383
                                          ===========              ===========

                           LIABILITIES AND PARTNERS' EQUITY

Liabilities:
Payable to limited partnerships
 (Note 3)                          $           16,836        $          16,836
 Accrued fees and expenses due to
   general partner and affiliates
   Note 4                                     282,201                  233,380
                                          -----------              -----------
                                              299,037                  250,216
                                          -----------              -----------
Partners' equity (deficit):
 General partner                              (55,397)                 (52,119)
 Limited partners (30,000 units
  authorized, 18,000 units issued
  and outstanding)                         12,428,758               12,753,286
                                          -----------              -----------

Total partners' equity                     12,373,361               12,701,167
                                          -----------              -----------

                                   $       12,672,398        $      12,951,383
                                          ===========              ===========


                                   UNAUDITED
                 See Accompanying Notes to Financial Statements

                                      3



<PAGE>
                 WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                    (A California Limited Partnership)

                            STATEMENT OF OPERATIONS

             For the Three Months Ended March 31, 1997 and 1996

                                            1997                    1996
                                            ----                    ----

Interest income                   $           13,059        $          18,362
                                           ---------                ---------

Operating expenses:
Amortization                                  14,649                   14,366
Asset management fees (Note 4)                46,541                   46,606
Legal and accounting
                                               2,000                    2,000
Other
                                                 675                    1,997
                                           ---------                ---------

Total operating expenses                      63,865                   64,969
                                           ---------                ---------

Loss from operations                         (50,806)                 (46,607)

Equity in loss from
 limited partnerships                       (277,000)                (262,000)
                                           ---------                ---------

Net loss                          $         (327,806)       $        (308,607)
                                           =========                =========

Net loss allocated to:
  General partner                 $           (3,278)       $          (3,086)
                                           =========                =========

  Limited partners                $         (324,528)       $        (305,521)
                                           =========                =========

Net loss per 18,000 weighted      
limited partner interest
outstanding                       $              (18)       $             (17)
                                           =========                ========= 
                                                 

                                   UNAUDITED
                See Accompanying Notes to Financial Statements

                                      4



<PAGE>
                 WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                     (A California Limited Partnership)

                         STATEMENT OF PARTNERS' EQUITY

            For the Three Months Ended March 31, 1997 and 1996



For the Three Months Ended March 31, 1997
-----------------------------------------
                                           General      Limited
                                           Partner      Partner         Total

Equity (deficit), December 31, 1996    $   (52,119)   $12,753,286  $ 2,701,167
                                                        

Net loss for the three months ended
  March 31, 1997                            (3,278)      (324,528)    (327,806)
                                          --------     ----------   ----------
                                                         

Equity (deficit), March 31, 1997       $   (55,397)   $12,428,758  $12,373,361
                                          ========     ==========   ==========
                                                        


For the Three Months Ended March 31, 1996
-----------------------------------------
                                          General        Limited
                                          Partner        Partner        Total

Equity (deficit), December 31, 1995    $  (26,804)  $15,121,447    $15,094,643
                                                        

Collection of investor notes receivable                 205,000        205,000

Net loss for the three months ended
  March 31, 1996                           (3,086)     (305,521)      (308,607)
                                         --------    ----------     ----------
                                                         

Equity (deficit), March 31, 1996       $  (29,890)   $15,020,926    $14,991,036
                                         ========     ==========     ==========
                                                        



                                 UNAUDITED
             See Accompanying Notes to Financial Statements

                                   5

<PAGE>
                  WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                        (A California Limited Partnership)

                           STATEMENT  OF CASH FLOWS
               For the Three Months Ended March 31, 1997 and 1996

                                                       1997           1996
                                                       ----           ----
Cash flows provided by (used in) operating activities:
 Net loss                                          $  (327,806)   $   (308,607)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities:
  Equity in loss of limited partnerships               277,000         262,000
  Amortization of acquisition costs and fees            14,649          14,366
  Decrease (increase) in other assets                    4,847          (4,416)
  Increase (decrease) in asset management fee           46,542        (103,394)
  Increase (decrease accrued fees and expense
   due to general partner and affiliates                2,279             (951)
                                                    ---------        ---------
    Net cash provided by (used in) 
     operating activities                              17,511         (139,100)
                                                    ---------        ---------

Cash flows provided by (used in) investing activities:
 Investment in limited partnerships                   (55,994)
  Acquisition costs and fees
  Distribution from limited partnerships                3,600
                                                    ---------
    Net cash used in investing activities             (52,394)
                                                    ---------


Net decrease in cash and cash equivalents             (34,883)        (139,100)

Cash and cash equivalents, beginning of period      1,498,036        1,916,200
                                                   ----------       ----------

Cash and cash equivalent, end of period        $    1,463,153    $   1,777,100
                                                   ==========       ==========





                                     UNAUDITED
                  See Accompanying Notes to Financial Statements

                                        6



<PAGE>
                   WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                        (A California Limited Partnership)

                        STATEMENT OF CASH FLOWS (CONTINUED)

              For the Three months Ended March 31, 1997 and 1996


Supplemental disclosure of non-cash investing activity:


   During the three months ended March 31, 1996, the  Partnership's  Payables to
Limited   Partnerships   (in   connection   with  its   investments  in  limited
partnerships)  decreased  by $54,166.  This  decrease  was due to various  price
adjuster provisions in the respective limited partnership agreements.





















                                    UNAUDITED

                 See Accompanying Notes to Financial Statements

                                       7


<PAGE>
                      WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                           (A California Limited Partnership)

                            NOTES TO FINANCIAL STATEMENTS
                                 March 31, 1997


NOTE 1 - GENERAL AND ORGANIZATION

General

The information  contained in the following notes to the financial statements is
condensed  from that  which  would  appear in the annual  financial  statements;
accordingly,  the  financial  statements  included  herein should be reviewed in
conjunction with the financial statements and related notes thereto contained in
the Partnership's Annual Report for the year ended December 31, 1996.

In  the  opinion  of  the  Partnership,  the  accompanying  unaudited  financial
statements  contain  all  adjustments   (consisting  of  only  normal  recurring
accruals)  necessary to present  fairly the  financial  position as of March 31,
1997 and the  results  of  operations  and  changes  in cash flows for the three
months then ended.  Accounting  measurements at interim dates inherently involve
greater  reliance on estimates  than at year end. The results of operations  for
the interim period  presented are not necessarily  indicative of the results for
the entire year.

Organization

WNC  California  Housing Tax Credits III,  L.P. (the  "Partnership")  was formed
under the  California  Revised  Limited  Partnership  Act on October 5, 1992 and
commenced  operations  on July 20, 1993.  The  Partnership  was formed to invest
primarily in other limited  partnerships which will own and operate multi-family
housing complexes that will qualify for low income housing credits.

The  general  partner is WNC  California  Tax Credit  Partners  III,  L.P.  (the
"General Partner"), a California limited partnership.  WNC & Associates, Inc. is
the general partner of the General Partner.  The Cooper Revocable Trust owns 70%
of the outstanding  stock of WNC & Associates,  Inc. John B. Lester,  Jr. is the
original  limited  partner of the  Partnership  and,  through the Lester  Family
Trust, owns 30% of the outstanding stock of WNC & Associates, Inc.

The General Partner has a 1% interest in operating  profits and losses,  taxable
income and loss and in cash available for distribution from the Partnership. The
limited  partners  will  be  allocated  the  remaining  99% of  these  items  in
proportion to their respective investments.


                                        8


<PAGE>


                  WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1997

NOTE 1 - GENERAL AND ORGANIZATION (CONTINUED)

Method of Accounting For Investment in Limited Partnerships

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of each limited  partnership's  results of operations  and
for any distributions  received.  Costs incurred by the Partnership in acquiring
the  investments  in  limited  partnerships  are  capitalized  as  part  of  the
investment.

Cash and Cash Equivalents

The  Partnership  considers all bank  certificates of deposit with a maturity of
less than six months to be cash equivalents.

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIPS

At March 31, 1997, the Partnership had acquired limited partnership interests in
eighteen  limited   partnerships   which  own  and  operate  eighteen  apartment
complexes.  All eighteen of these have  completed  construction  as of March 31,
1997.

The Partnership,  as a limited partner, is a 99% owner and is entitled to 99% of
the  operating  profits and losses of the limited  partnerships.  Following is a
summary  of  the   components  of  the   Partnership's   investment  in  limited
partnerships as of March 31, 1997 and December 31, 1996:

                                            1997                      1996
                                            ----                      ----
  Investment balance,              
    beginning of period                $    11,447,928         $    13,032,752
  Increase in investment                        55,994                       -
  Adjustments to invested amount
    due to changes in tax credit                     -                (422,205)
  Equity in loss of limited
    partnership                               (277,000)             (1,132,216)
  Distributions                                 (3,600)                 (6,376)
  Capitalized acquisition cost & fees                -                  33,906
  Amortization of capitalized
    acquisition costs                          (14,649)                (57,933)
                                           -----------             -----------
  Investment balance,
    end of period                      $    11,208,673          $   11,447,928
                                           ===========             ===========


                                          9


<PAGE>
                  WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.
                       (A California Limited Partnership)
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                 March 31, 1997

NOTE 2 - INVESTMENT IN LIMITED PARTNERSHIP (CONTINUED)

Selected  operating  information from the financial  statements of the seventeen
twelve limited  partnerships with operations and three limited partnerships with
operations  for the  period  ended  March 31,  1997 and 1996,  respectively,  is
presented below:
                                            1997                      1996
                                            ----                      ----

   Total revenue                 $           696,000         $        656,000
                                           ---------                ---------
   Interest expense                          236,000                  240,000
   Depreciation                              318,000                  304,000
   Operating expenses                        422,000                  377,000
                                           ---------                ---------
   Total expenses                            976,000                  921,000
                                           ---------                ---------

   Net loss                      $          (280,000)        $       (265,000)
                                           ==========               ==========
   Net loss allocable to the
     Partnership                 $          (277,000)        $       (262,000)
                                           ==========               ==========

NOTE 3 - PAYABLE TO LIMITED PARTNERSHIPS

Payable to limited  partnerships at March 31, 1997 represents  amounts which are
due at various  times based on  conditions  specified  in the  respective  local
limited partnership agreements. These contributions are payable in installments,
generally due upon the local limited  partnership  achieving  certain  operating
benchmarks,  and are  generally  expected  to be paid  within  two  years of the
Partnership's initial investment.

NOTE 4 - RELATED PARTY TRANSACTIONS

Under the terms of its  Agreement of Limited  Partnership,  the  Partnership  is
obligated to the General Partner or its affiliates for an annual  management fee
equal  to .5% of the  invested  assets  (defined  as the  Partnership's  capital
contributions plus its allocable  percentage of the permanent  financing) of the
limited  partnerships.  Fees of $46,541 and $46,606 were  incurred for the three
months ended March 31, 1997 and 1996.

NOTE 5 - INCOME TAXES

The  Partnership  will not make a provision  for income taxes since all items of
taxable income and loss will be allocated to the partners for inclusion in their
respective

                                      10



<PAGE>
Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operation

The Partnership raised funds from investors through its public offering of units
of limited  partnership  interest  ("Units")  and  intends to apply such  funds,
including the installment  payments of the limited partners' promissory notes as
received,  to the acquisition of investments in partnerships,  acquisition fees,
the establishment of reserves, the payment of operating expenses and the payment
of expenses of this offering.

As of September 30, 1996, the Partnership has received  subscriptions for 18,000
Units  consisting of cash of  $18,000,000.  The offering  terminated on July 22,
1995 at which time subscriptions for 18,000 units were accepted.

Liquidity and Capital Resources

The Partnership's primary source of capital is the proceeds from its offering.

Overall,  as reflected in its Statement of Cash Flows, the Partnership had a net
decrease in cash and cash equivalents of approximately  $35,000 and $658,000 for
the three months ended March 31, 1997 and 1996.  In 1997,  this decrease in cash
consisted of cash provided by the Partnership's  operating activities,  and cash
used in investing  activities.  Investing activities used a net of approximately
$52,000  consisting  of uses of cash  for  purchases  of  interests  in  limited
partnerships and acquisition fees of approximately  $56,000 and cash provided of
approximately $4,000 from distributions from limited partnerships.  Cash used in
the Partnership's operating activities was minimal compared to the Partnership's
other  activities  and consisted  primarily of payments for  operating  fees and
expenses. Cash provided from operations consisted primarily of interest

In 1996,  this decrease in cash was consisted of cash used by the  Partnership's
operating activities. of approximately $139,000 which consisted substantially of
the payment of asset  management fee of $103,000.  Cash provided from operations
consisted primarily of interest The major components of all these activities are
discussed in greater detail below.

As of March 31, 1997 the Partnership  had received  $18,000,000 in cash from the
sale of Units.  Approximately  $12,592,000  has been  committed  to the purchase
price of eighteen  limited  partnership  interests.  As of March 31,  1997,  the
Partnership had made capital  contributions  to its limited  partnerships in the
amount of approximately $12,576,000.

It is not  expected  that any of the  local  limited  partnerships  in which the
Partnership will invest will generate cash from operations sufficient to provide
distributions to the limited partners in any significant  amount. Such cash from
operations,  if any,  would  first  be used to meet  operating  expenses  of the
Partnership,  including the payment of the asset  management  fee to the General
Partner.

The Partnership's investments will not be readily marketable and may be affected
by adverse  general  economic  conditions  which, in turn,  could  substantially
increase the risk of operating  losses for the  apartment  complexes,  the local
limited  partnerships  and the  Partnership.  These  problems  may result from a
number of factors,  many of which cannot be controlled  by the General  Partner.
Nevertheless,  the General Partner anticipates that capital raised from the sale
of the Units will be  sufficient  to fund the  Partnership's  future  investment
commitments and proposed operations.

The  Partnership  has  established  working  capital  reserves of at least 3% of
capital  contributions,  an amount  which is  anticipated  to be  sufficient  to
satisfy general working capital and administrative  expense  requirements of the
Partnership  including  payment of the asset  management fee as well as expenses
attendant to the preparation of tax returns and reports to the limited  partners
and other investor  servicing  obligations of the Partnership.  Liquidity would,
however, be adversely affected by unanticipated or greater than anticipated
                                     11


<PAGE>
operating costs. The Partnership's  liquidity could also be affected by defaults
or delays in  payment  of the  promissory  notes,  from  which a portion  of the
working  capital  reserves is expected to be funded.  To the extent that working
capital  reserves  are  insufficient  to satisfy  the cash  requirements  of the
Partnership,  it is anticipated  that  additional  funds would be sought through
bank loans or other institutional  financing. The General Partner may also apply
any cash  distributions  received from the local limited  partnerships  for such
purposes or to replenish or increase working capital reserves.

Under its  partnership  agreement the  Partnership  does not have the ability to
assess its partners for additional  capital  contributions to provide capital if
needed  by the  Partnership  or  local  limited  partnerships.  Accordingly,  if
circumstances arise that cause the local limited partnerships to require capital
in addition to that  contributed by the  Partnership and any equity of the local
general partners, the only sources from which such capital needs will be able to
be  satisfied  (other than the limited  reserves  available  at the  Partnership
level) will be (i) third-party debt financing  (which may not be available,  if,
as expected, the apartment complexes owned by the local limited partnerships are
already  substantially  leveraged),  (ii)  additional  equity  contributions  or
advances of the local general partners,  (iii) other equity sources (which could
adversely  affect the  Partnership's  interest in tax credits,  cash flow and/or
proceeds of sale or refinancing of the apartment complexes and result in adverse
tax  consequences to the limited  partners),  or (iv) the sale or disposition of
the apartment  complexes (which could have the same adverse effects as discussed
in (iii) above).

There can be no assurance  that funds from any of such sources  would be readily
available in sufficient  amounts to fund the capital  requirements  of the local
limited  partnerships  in question.  If such funds are not available,  the local
limited partnerships would risk foreclosure on their apartment complexes if they
were unable to  re-negotiate  the terms of their first  mortgages  and any other
debt secured by the apartment  complexes to the extent the capital  requirements
of the local limited partnerships relate to such debt.

The  Partnership's  capital  needs and  resources  are expected to undergo major
changes during the first several years of its term as a result of the completion
of its offering of Units and its  acquisition of  investments.  Thereafter,  the
Partnership's  capital needs and resources are expected to be relatively  stable
over the holding periods of the investments.

     Results of Operations

As of March 31,  1997 the  Partnership  has  identified  and  acquired  eighteen
limited partnership interests. Each of the eighteen apartment complexes owned by
such limited  partnerships  received government  assistance and each of them has
received a reservation for federal low income housing  credits.  All eighteen of
these have completed  construction of its apartment complex as of March 31, 1997
and had operations for the period.

Consistent  with  the   Partnership's   investment   objectives,   each  limited
partnership is generating or is expected to generate  federal low income housing
credits for a period of approximately  ten years,  commencing with completion of
construction or rehabilitation of its apartment  complex(es),  and (as discussed
below) is  generating  or is  expected  to  generate  losses  until  sale of the
apartment complex(es).

As reflected on its  Statements of  Operations,  the  Partnership  has losses of
approximately  $328,000  and  $309,000 for the three months ended March 31, 1997
and 1996, respectively. The component items of revenue and expense are discussed
below.

                                     12

<PAGE>
Revenue  -  Partnership  revenues  consisted  of  interest  earned  on  investor
promissory  note and on cash  deposits  held in  financial  institutions  (i) as
reserves,  or (ii) pending investment in local limited partnerships and increase
in investment in local limited  partnerships.  Interest  revenue in future years
will be a function of prevailing interest rates and the amount of cash balances.
It is anticipated  that the Partnership will maintain cash reserves in an amount
not  materially  in excess of the minimum  amount  required  by its  partnership
agreement, which is 3% of capital contributions.

Expenses - The most  significant  component  of  operating  expenses  is, and is
expected to be, the asset management fee (called "Partnership management fee" in
the  Statements of  Operations).  The asset  management  fee is equal to 0.5% of
invested  assets in local limited  partnerships;  accordingly,  the amount to be
incurred in the future is a function of the level of such invested assets (i.e.,
the  sum  of the  Partnership's  capital  contributions  to  the  local  limited
partnerships plus the Partnership's  share of the debts related to the apartment
complexes owned by such local limited partnerships).

Amortization  expense consists of the amortization  over a period of 30 years of
the 9% selection fee and other expenses attributable to the acquisition of local
limited partnership interests.

Office  expenses  and  legal  and  accounting   consists  of  the  Partnership's
administrative  expenses,  such as accounting  and legal fees,  bank charges and
investor reporting expenses.

The Partnership's  equity in losses from limited partnerships is equal to 99% of
the aggregate net loss of the limited  partnerships.  After rent-up, the limited
partnerships  are expected to generate  losses  during each year of  operations;
this is so because,  although rental income is expected to exceed cash operating
expenses,  depreciation  and  amortization  deductions  claimed  by the  limited
partnerships are expected to exceed net rental income.
                                   13
<PAGE>

Part II.  Other Information

Item 1.  Legal Proceedings

         None.

Item 6.  Exhibits and Reports on Form 8-K

1.  None..


         No reports on Form 8-K were filed during the first  quarter ended March
31, 1997.


                                   14






<PAGE>


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

WNC CALIFORNIA HOUSING TAX CREDITS III, L.P.

By:  WNC California Tax Credit Partners III,  General Partner


By:  WNC & Associates, Inc.,  General Partner


By:   /s/John B. Lester, Jr.
    _______________________________________________
John B. Lester, Jr.,  President

Date: June 24, 1997

By:  /s/Theodore M. Paul
   _________________________________________________
Theodore M. Paul,  Vice President-Finance

Date: June 24, 1997







                                    15