UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

(Mark One)

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

                    For the fiscal year ended March 31, 2007

                                       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.
             (Exact name of registrant as specified in its charter)

              California                                  33-0563307
    (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                   Identification No.)

     17782 Sky Park Circle                                92614-6404
     Irvine, CA                                           (Zip Code)
     (Address of principal executive offices)

                                 (714) 662-5565
                               (Telephone number)

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)


Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act
Yes_____ No___X__

Indicate  by  check  mark if the  registrant  is not  required  to file  reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes_____ No___X__

<PAGE>

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__


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large  accelerated  filer" in Rule 12b-2 of the Exchange  Act.  (Check
one):
Large accelerated filer___   Accelerated filer___    Non-accelerated  filer__X__


Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes____ No __X__


State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common  equity,  as of
the last business day of the registrant's most recently  completed second fiscal
quarter.

                                  INAPPLICABLE


                       DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part
of the Form 10-K  (e.g.,  Part I, Part II,  etc.)  into  which the  document  is
incorporated:  (1) Any  annual  report  to  security  holders;  (2) Any proxy or
information  statement;  and (3) Any prospectus filed pursuant to Rule 424(b) or
(c) under the  Securities Act of 1933.  The listed  documents  should be clearly
described for identification  purposes (e.g.,  annual report to security holders
for fiscal year ended December 24, 1980).

                                      NONE

                                EXPLANATORY NOTE

WNC  California  Housing Tax Credits III,  L.P. is filing this  amendment to its
Annual Report on Form 10-K for the period ended March 31, 2007 for the following
modifications:  Item 1.  Business  was  modified to add  additional  disclosures
related to the 15-year compliance period expiration dates. Item 1A. Risk Factors
was modified to add additional disclosures regarding economic conditions related
to the  value of real  estate,  the risks  related  to the  Partnership  and the
Partnership  Agreement  and the  inability to timely file and provide  investors
with periodic reports. Item 2 was modified to add additional disclosures related
to the occupancy rates of the Housing  Complexes for which the Partnership holds
investments.  Item 5a was  revised to include  additional  disclosure  regarding
distributions to the Limited  Partners.  The Item 9A disclosure has been revised
to include  additional  disclosure  in the  disclosure  controls and  procedures
section.  Item 10 was revised to add the  information  for two  Directors  of an
affiliate of the General Partner.  Additional  disclosures were added to Item 11
addressing  compensation to the General  Partner,  reimbursement of expenses and
sale  of  interest  in  properties  due  to the  General  Partner.  Lastly,  the
Partnership  will file the  statements of operations and cash flows for Colonial
Village  Roseville  for the three  years  preceding  the date of the most recent
audited balance sheet, in accordance with Rule 3-09 of Regulations S-X.

                                       2

<PAGE>

PART I.

Item 1.  Business

Organization

WNC California Housing Tax Credits III, L.P. (the "Partnership") is a California
limited  partnership formed under the laws of the State of California on October
5, 1992. The Partnership was formed to acquire limited partnership  interests or
membership   interests  in  other  limited  partnerships  or  limited  liability
companies  ("Local  Limited   Partnerships")   which  own  multi-family  housing
complexes ("Housing Complexes") that are eligible for Federal low income housing
("Low Income Housing Tax Credits").

The  general  partner  is WNC  Tax  Credit  Partners  III,  L.P.  (the  "General
Partner").  WNC & Associates,  Inc. ("Associates") is the general partner of WNC
Tax Credit  Partners  III,  L.P. The chairman and  president of  Associates  own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership is conducted  primarily through  Associates,  as the Partnership and
General Partner have no employees of their own.

Pursuant to a  registration  statement  filed with the  Securities  and Exchange
Commission, on February 17, 1993, the Partnership commenced a public offering of
30,000 units of Limited Partnership interest ("Partnership Units") at a price of
$1,000 per Partnership Unit. As of the close of the offering on July 22, 1994, a
total of  18,000  Partnership  Units  representing  $18,000,000  had been  sold.
Holders of Partnership Units are referred to herein as "Limited Partners."

The Partnership shall continue to be in full force and effect until December 31,
2050 unless terminated prior to that date pursuant to the Partnership  Agreement
(as defined below) or law.

Description of Business

The  Partnership's  principal  business  objective  is to  provide  its  Limited
Partners  with Low Income  Housing  Tax  Credits.  The  Partnership's  principal
business  consists of investing as a limited partner or  non-managing  member in
Local  Limited  Partnerships  each of which owns and operates a Housing  Complex
which  qualifies  for the Low Income  Housing Tax  Credits.  In  general,  under
Section 42 of the Internal  Revenue  Code,  an owner of  low-income  housing can
receive  the Low Income  Housing Tax Credit to be used to reduce  Federal  taxes
otherwise due in each year of a ten-year period. Each Housing Complex is subject
to a 15 year compliance  period (the "Compliance  Period"),  and under state law
may have to be maintained as low income housing for 30 or more years.

In general,  in order to avoid recapture of Low Income Housing Tax Credits,  the
Partnership  does not  expect  that it will  dispose of its  interests  in Local
Limited Partnerships ("Local Limited Partnership Interests") or approve the sale
by any Local Limited  Partnership of its Housing Complex prior to the end of the
applicable  Compliance  Period.  Because  of  (i)  the  nature  of  the  Housing
Complexes,  (ii) the  difficulty of predicting  the resale market for low-income
housing,  and (iii) the ability of government lenders to disapprove of transfer,
it is not  possible  at this time to  predict  whether  the  liquidation  of the
Partnershi's  assets and the disposition of the proceeds,  if any, in accordance
with the Partnershi's Agreement of Limited Partnership,  dated October 1992 (the
"Partnership  Agreement"),  will  be  accomplished  promptly  at the  end of the
Compliance Period. If a Local Limited  Partnership is unable to sell its Housing
Complex,  it is  anticipated  that the local  general  partner  ("Local  General
Partner")  will either  continue to operate  such  Housing  Complex or take such
other actions as the Local General  Partner  believes to be in the best interest
of the Local Limited Partnership.  Notwithstanding the preceding,  circumstances
beyond the  control of the General  Partner or the Local  General  Partners  may
occur during the  Compliance  Period,  which would  require the  Partnership  to
approve the disposition of a Housing Complex prior to the end thereof,  possibly
resulting in recapture of Low Income Housing Tax Credits.

The Partnership invested in eighteen Local Limited  Partnerships,  none of which
had been sold or otherwise  disposed as of March 31,  2007.  Each of these Local
Limited  Partnerships  owns a Housing  Complex that was eligible for the Federal
Low Income Housing Credit and eight of them were eligible for the California Low
Income Housing Credit.  Certain Local Limited Partnerships may also benefit from
additional government programs promoting low- or moderate-income housing.

3

<PAGE>

Exit Strategy

The IRS  Compliance  Period for Low Income  Housing  Tax  Credit  properties  is
generally  15  years  following   construction  or  rehabilitation   completion.
Associates was one of the first in the industry to offer syndicated  investments
in Low Income Housing Tax Credits.  The initial  programs are  completing  their
compliance periods.

The  following  table  reflects the 15-year  compliance  period of the seventeen
Housing Complexes:

             Expiration Date for 15-year compliance period

               Local Limited                   15-year Expiration
              Partnership Name                         Date
 ----------------------------------------------------------------------

 Almond Garden Apartment Associates                                2009
 Almond View Apartments, Ltd.                                      2010
 Buccaneer Associates, Limited                                     2008
 Candleridge Apartments of Perry L.P. II                           2009
 Colonial Village Roseville                                        2010
 Dallas County Housing, Ltd.                                       2009
 La Paloma del Sol Limited Partnership                             2009
 Memory Lane Limited Partnership                                   2009
 Nueva Sierra Vista Associates                                     2010
 Old Fort Limited Partnership                                      2008
 Orosi Apartments, Ltd.                                            2009
 Parlier Garden Apts.                                              2009
 Rosewood Apartments Limited Partnership                           2009
 Sun Manor, L.P.                                                   2009
 Tahoe Pines Apartments                                            2009
 Venus Retirement Village, Ltd.                                    2009
 Walnut - Pixley, L.P.                                             2009
 Winters Investment Group                                          2009



With that in mind,  the General  Partner is continuing its review of the Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  As of March  31,  2007,  no  Housing
Complexes have been selected for disposition.  While  liquidation of the Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent  as of  March  31,  2007.  As of March  31,  2007  none of the  Housing
Complexes had completed the 15 year compliance period.

On February 13, 2006 the Partnership filed a form 8-K explaining the liquidation
process  that is  beginning  as the  low-income  housing  tax credit  properties
complete the 15 years compliance period.

Item 1A.  Risk Factors

Set forth below are the principal risks the Partnership believes are material to
the Limited Partners. The Partnership and the Local Limited Partnerships operate
in a continually changing business environment and, therefore,  new risks emerge
                                       4

<PAGE>

from time to time. This section contains some forward-looking statements. For an
explanation of the qualifications and limitations on forward-looking statements,
see Item 7.

(a)  Risks  arising from the Internal  Revenue Code rules  governing  Low Income
     Housing Tax Credits

     Unless a bond is posted or a Treasury  Direct Account is  established,  Low
Income Housing Tax Credits may be recaptured if Housing  Complexes are not owned
and operated for 15 years.  Housing  Complexes must comply with Internal Revenue
Code  Section 42 for the  15-year  Compliance  Period.  Low Income  Housing  Tax
Credits will be recaptured with interest to the extent that a Housing Complex is
not rented as low  income  housing  or in some  other way does not  satisfy  the
requirements of Internal  Revenue Code Section 42 during the Compliance  Period.
For  example,  unless  a  bond  is  posted  or  a  Treasury  Direct  Account  is
established, recapture with interest would occur if:

     o    a Local  Limited  Partnership  disposed  of its  interest in a Housing
          Complex during the Compliance Period, or
     o    the   Partnership   disposed  of  its  interest  in  a  Local  Limited
          Partnership during the Compliance Period.

For these purposes, disposition includes transfer by way of foreclosure.

It will be up to the Partnership to determine  whether to post a bond.  There is
no obligation under the agreements with the Local Limited  Partnerships that the
Local Limited Partnerships must do so.

There can be no assurance that recapture will not occur.  If it does,  recapture
will be a portion of all Low Income Housing Tax Credits taken in prior years for
that Housing Complex, plus interest. During the first 11 years of the Compliance
Period,  non-compliance  results  in  one-third  of the Low Income  Housing  Tax
Credits up to that point for the particular  Housing  Complex being  recaptured,
plus interest. Between years 12 and 15, the recapture is phased out ratably.

     Sales of Housing  Complexes after 15 years are subject to limitations which
may impact a Local Limited  Partnership's  ability to sell its Housing  Complex.
Each  Local  Limited  Partnership   executes  an  extended  low  income  housing
commitment with the state in which the Housing Complex is located.  The extended
low income housing  commitment states the number of years that the Local Limited
Partnership  and any  subsequent  owners  must rent the  Housing  Complex as low
income housing. Under Federal law, the commitment must be for at least 30 years.
The commitment,  actually agreed to, may be significantly  longer than 30 years.
In prioritizing  applicants for Low Income Housing Tax Credits, most states give
additional  points for commitment  periods in excess of 30 years. On any sale of
the Housing  Complex during the commitment  period,  the purchaser would have to
agree to  continue  to rent the  Housing  Complex as low income  housing for the
duration of the  commitment  period.  This  requirement  reduces  the  potential
market, and possibly the sales price, for the Housing  Complexes.  The sale of a
Housing  Complex  may be subject to other  restrictions.  For  example,  Federal
lenders or subsidizers may have the right to approve or disapprove a purchase of
a Housing Complex.  Accordingly,  there can be no assurance that a Local Limited
Partnership will be able to sell its Housing Complex.  Even if it does so, there
can be no assurance that any  significant  amount of cash will be distributed to
the Limited Partners.  As a result, a material portion of the Low Income Housing
Tax  Credits  may  represent  a return of the money  originally  invested in the
Partnership.

(b)  Risks  related to  investment  in Local  Limited  Partnerships  and Housing
     Complexes

     Because the  Partnership has few  investments,  each investment will have a
great impact on the  Partnership's  results of  operations.  Any single  Housing
Complex  experiencing  poor  operating  performance,   impairment  of  value  or
recapture of Low Income Housing Tax Credits will have a significant  impact upon
the Partnership as a whole.

     The failure to pay mortgage debt could result in a forced sale of a Housing
Complex. Each Local Limited Partnership  leverages the Partnership's  investment
therein by incurring mortgage debt. A Local Limited Partnership's revenues could
be less than its debt payments and taxes and other  operating  costs. If so, the
Local  Limited  Partnership  would have to use working  capital  reserves,  seek
additional  funds, or suffer a forced sale of its Housing  Complex,  which could
include a  foreclosure.  The same results  could occur if  government  subsidies
ceased. Foreclosure would result in a loss of the Partnership's capital invested
in the Housing  Complex.  Foreclosure  could also  result in a recapture  of Low

                                       5
<PAGE>

Income Housing Tax Credits, and a loss of Low Income Housing Tax Credits for the
year  in  which   the   foreclosure   occurs.   If  the   Housing   Complex   is
highly-leveraged,  a relatively  slight  decrease in the rental  revenues  could
adversely affect the Local Limited Partnership's ability to pay its debt service
requirements.  Mortgage  debt may be  repayable in a  self-amortizing  series of
equal  installments  or with a large balloon  final  payment.  Balloon  payments
maturing  prior to the end of the  anticipated  holding  period for the  Housing
Complex create the risk of a forced sale if the debt cannot be refinanced. There
can be no assurance that additional funds will be available to any Local Limited
Partnership if needed on acceptable terms or at all.

     The Partnership  does not control the Local Limited  Partnerships  and must
rely on the Local General  Partners.  The Local  General  Partners will make all
management  decisions  for  the  Local  Limited  Partnerships  and  the  Housing
Complexes. The Partnership has very limited rights with respect to management of
the Local Limited Partnerships. The Partnership will not be able to exercise any
control  with  respect  to Local  Limited  Partnership  business  decisions  and
operations.  Consequently,  the  success of the  Partnership  will depend on the
abilities of the Local General Partners.

     Housing Complexess  subsidized by other government  programs are subject to
additional  rules  which  may make it  difficult  to  operate  and sell  Housing
Complexes.  Some  or  all of  the  Housing  Complexes  receive  or  may  receive
government  financing or operating  subsidies in addition to Low Income  Housing
Tax Credits. The following are risks associated with such subsidy programs:

     o    Obtaining tenants for the Housing  Complexes.  Government  regulations
          limit the  types of  people  who can rent  subsidized  housing.  These
          regulations may make it more difficult to rent the  residential  units
          in the Housing Complexes.
     o    Obtaining  rent  increases.  In many cases rents can only be increased
          with the prior approval of the subsidizing agency.
     o    Limitations  on cash  distributions.  The  amount  of cash that may be
          distributed to owners of subsidized Housing Complexes is less than the
          amount  that could be earned by the owners of  non-subsidized  Housing
          Complexes.
     o    Limitations on sale or refinancing of the Housing  Complexes.  A Local
          Limited  Partnership  may be unable to sell its Housing  Complex or to
          refinance  its  mortgage  loan  without  the  prior  approval  of  the
          subsidizer.   The   subsidizer  may  withhold  such  approval  in  the
          discretion of the  subsidizer.  Approval may be subject to conditions,
          including  the condition  that the purchaser  continues to operate the
          property as affordable  housing for terms which could be as long as 30
          years or more. In addition, any prepayment of a mortgage may result in
          the assessment of a prepayment penalty.
     o    Limitations  on transfers of interests in Local Limited  Partnerships.
          The  Partnership may be unable to sell its interest in a Local Limited
          Partnership  without  the  prior  approval  of  the  subsidizer.   The
          subsidizer  may  withhold  such  approval  in  the  discretion  of the
          subsidizer. Approval may be subject to conditions.
     o    Limitations  on removal and admission of Local General  Partners.  The
          Partnership  may be unable to remove a Local  General  Partner  from a
          Local Limited  Partnership  except for cause, such as the violation of
          the rules of the subsidizer. Regulations may prohibit the removal of a
          Local General  Partner or permit  removal only with the prior approval
          of the  subsidizer.  Regulations  may  also  require  approval  of the
          admission of a successor  Local General Partner even upon the death or
          other disability of a Local General Partner.
     o    Limitations  on subsidy  payments.  Subsidy  payments  may be fixed in
          amount and subject to annual  legislative  appropriations.  The rental
          revenues  of  a  Housing  Complex,  when  combined  with  the  maximum
          committed subsidy,  may be insufficient to meet obligations.  Congress
          or the state legislature,  as the case may be, may fail to appropriate
          or increase  the  necessary  subsidy.  In those  events,  the mortgage
          lender  could  foreclose  on the  Housing  Complex  unless  a  workout
          arrangement could be negotiated.
     o    Possible changes in applicable regulations. Legislation may be enacted
          which adversely revises provisions of outstanding mortgage loans. Such
          legislation has been enacted in the past.
     o    Limited Partners may not receive  distributions  if Housing  Complexes
          are sold. There is no assurance that Limited Partners will receive any
          cash  distributions from the sale or refinancing of a Housing Complex.
          The price at which a Housing Complex is sold may not be high enough to
          pay the mortgage and other  expenses  which must be paid at such time.
          If that happens,  a Limited  Partner's return may be derived only from
          the Low Income Housing Tax Credits and tax losses.

                                       6
<PAGE>

     Uninsured  casualties  could  result in  losses  and  recapture.  There are
casualties  which are either  uninsurable or not economically  insurable.  These
include earthquakes,  floods, wars and losses relating to hazardous materials or
environmental  matters.  If a Housing Complex experienced an uninsured casualty,
the Partnership could lose both its invested capital and anticipated  profits in
such  property.  Even if the casualty  were an insured  loss,  the Local Limited
Partnership  might be unable to rebuild  the  destroyed  property.  A portion of
prior Low Income  Housing Tax Credits could be recaptured  and future Low Income
Housing  Tax  Credits  could be lost if the Housing  Complex  were not  restored
within a reasonable  period of time. And liability  judgments  against the Local
Limited  Partnership  could  exceed  available  insurance  proceeds or otherwise
materially  and  adversely  affect the Local  Limited  Partnership.  The cost of
liability  and  casualty  insurance  has  increased  in recent  years.  Casualty
insurance has become more  difficult to obtain and may require large  deductible
amounts.

     Housing Complexes without financing or operating subsidies may be unable to
pay  operating  expenses.  If a Local  Limited  Partnership  were  unable to pay
operating expenses, one result could be a forced sale of its Housing Complex. If
a forced sale occurs during the first 15 years of a Housing  Complex,  a partial
recapture of Low Income Housing Tax Credits could occur. In this regard, some of
the Local Limited Partnerships may own Housing Complexes which have no subsidies
other than Low Income Housing Tax Credits.  Those Housing  Complexes do not have
the benefit of below-market-interest-rate financing or operating subsidies which
often are  important to the  feasibility  of low income  housing.  Those Housing
Complexes  rely  solely  on rents to pay  expenses.  However,  in order  for any
Housing  Complex to be  eligible  for Low Income  Housing Tax  Credits,  it must
restrict the rent which may be charged to tenants.  Over time, the expenses of a
Housing Complex will increase.  If a Local Limited  Partnership  cannot increase
its rents, it may be unable to pay increased operating expenses.

     The Partnership's  investment  protection policies will be worthless if the
net worth of the Local  General  Partners  is not  sufficient  to satisfy  their
obligations.  There is a risk that the Local General  Partners will be unable to
perform their financial obligations to the Partnership.  The General Partner has
not established a minimum net worth  requirement for the Local General Partners.
Rather,  each Local General  Partner  demonstrates a net worth which the General
Partner believes is appropriate under the circumstances. The assets of the Local
General  Partners are likely to consist  primarily  of real estate  holdings and
similar  assets.  The fair market value of these types of assets is difficult to
estimate.  These  types of assets  cannot be readily  liquidated  to satisfy the
financial  guarantees and commitments  which the Local General  Partners make to
the Partnership.  Moreover,  other creditors may have claims on these assets. No
escrow  accounts or other  security  arrangements  will be established to ensure
performance  of a Local  General  Partner's  obligations.  The cost to enforce a
Local General Partner's obligations may be high. If a Local General Partner does
not satisfy its obligations  the  Partnership may have no remedy,  or the remedy
may be limited to removing the Local General  Partner as general  partner of the
Local Limited Partnership.

     Fluctuating  economic  conditions can reduce the value of real estate.  Any
investment  in real  estate  is  subject  to  risks  from  fluctuating  economic
conditions.  These  conditions  can  adversely  affect the  ability to realize a
profit or even to recover invested capital. Among these conditions are:

     o    the general and local job market,
     o    the availability and cost of mortgage financing,
     o    monetary inflation,
     o    tax, environmental, land use and zoning policies,
     o    the supply of and demand for similar properties,
     o    neighborhood conditions,
     o    the availability and cost of utilities and water.

A loss in value of an  investment in a Local  Limited  Partnership  other than a
temporary decline is recorded by the Partnership in its financial  statements as
an  impairment  loss.  Impairment  is measured  by  comparing  the  investment's
carrying  amount to the sum of the  total  amount of the  remaining  future  Low
Income Housing Tax Credits  estimated to be allocated to the Partnership and the
estimated residual value to the Partnership. For the years ended March 31, 2007,
2006 and 2005,  impairment  expense  related  to  investments  in Local  Limited
Partnerships was $0, $101,658 and $972,589, respectively.

                                       7
<PAGE>

(c)  Tax risks other than those relating to tax credits

In addition to the risks pertaining specifically to tax credits, there are other
Federal income tax risks.  Additional  Federal income tax risks  associated with
the ownership of Partnership Units and the operations of the Partnership and the
Local Limited Partnerships include, but are not limited to, the following:

          No  opinion of counsel  as to  certain  matters.  No legal  opinion is
          obtained regarding matters:

     o    the determination of which depends on future factual circumstances,
     o    which are peculiar to individual Limited Partners, or
     o    which are not customarily the subject of an opinion.

The more significant of these matters include:

     o    allocating purchase price among components of a property, particularly
          as between  buildings and fixtures,  the cost of which is depreciable,
          and the underlying land, the cost of which is not depreciable,

     o    characterizing  expenses and payments made to or by the Partnership or
          a Local Limited Partnership,
     o    identifying  the  portion of the costs of any  Housing  Complex  which
          qualify for historic and other tax credits,
     o    applying to any specific  Limited Partner the limitation on the use of
          tax  credits and tax  losses.  Limited  Partners  must  determine  for
          themselves  the  extent  to  which  they can use tax  credits  and tax
          losses, and
     o    the application of the alternative minimum tax to any specific Limited
          Partner,  or the  calculation  of the  alternative  minimum tax by any
          Limited  Partner.  The  alternative  minimum tax could  reduce the tax
          benefits from an investment in the Partnership.

There can be no assurance,  therefore,  that the IRS will not challenge  some of
the tax positions  adopted by the  Partnership.  The courts could sustain an IRS
challenge. An IRS challenge,  if successful,  could have a detrimental effect on
the Partnership's ability to realize its investment objectives.

     Passive activity rules will limit deduction of the Partnership's losses and
impose tax on interest  income.  The Internal Revenue Code imposes limits on the
ability of most investors to claim losses from  investments  in real estate.  An
individual may claim these so-called  passive losses only as an offset to income
from  investments  in real estate or rental  activities.  An individual  may not
claim  passive  losses as an  offset  against  other  types of  income,  such as
salaries,  wages,  dividends and interest.  These  passive  activity  rules will
restrict the ability of most Limited Partners to use losses from the Partnership
as an offset of non-passive income.

     The  Partnership  may earn interest  income on its reserves and loans.  The
passive activity rules generally will categorize  interest as portfolio  income,
and not passive income.  Passive losses cannot be used as an offset to portfolio
income.  Consequently,  a Limited  Partner  could pay tax liability on portfolio
income from the Partnership.

     At risk rules might  limit  deduction  of the  Partnership's  losses.  If a
significant portion of the financing used to purchase Housing Complexes does not
consist of  qualified  nonrecourse  financing,  the "at risk" rules will limit a
Limited Partner's ability to claim Partnership  losses to the amount the Limited
Partner invests in the Partnership.  The "at risk" rules of the Internal Revenue
Code generally limit a Limited Partne's ability to deduct Partnership losses to
the sum of:

     o    the amount of cash the Limited Partner invests in the Partnership, and
     o    the  Limited  Partner's  share of  Partnership  qualified  nonrecourse
          financing.

Qualified  nonrecourse  financing is non-convertible,  nonrecourse debt which is
borrowed  from a  government,  or  with  exceptions,  any  person  actively  and
regularly engaged in the business of lending money.

                                       8
<PAGE>

     Tax  liability  on sale of  Housing  Complex or Local  Limited  Partnership
Interest  may  exceed the cash  available  from the sale.  When a Local  Limited
Partnership  sells a Housing  Complex it will recognize gain. Such gain is equal
to the difference between:

     o    the sales  proceeds  plus the  amount of  indebtedness  secured by the
          Housing Complex, and
     o    the adjusted basis for the Housing  Complex.  The adjusted basis for a
          Housing Complex is its original cost, plus capital expenditures, minus
          depreciation.

Similarly, when the Partnership sells an interest in a Local Limited Partnership
the  Partnership  will  recognize  gain.  Such  gain is equal to the  difference
between:

     o    the  sales  proceeds  plus the  Partnership's  share of the  amount of
          indebtedness secured by the Housing Complex, and
     o    the  adjusted  basis  for the  interest.  The  adjusted  basis  for an
          interest  in a Local  Limited  Partnership  is the amount paid for the
          interest,  plus income allocations and cash  distributions,  less loss
          allocations.

Accordingly,  gain will be increased by the depreciation deductions taken during
the holding period for the Housing  Complex.  In some cases,  a Limited  Partner
could have a tax liability from a sale greater than the cash  distributed to the
Limited Partner from the sale.

     Alternative  minimum tax  liability  could reduce a Limited  Partner's  tax
benefits. If a Limited Partner pays alternative minimum tax, the Limited Partner
could suffer a reduction in benefits from an investment in the Partnership.  The
application of the alternative  minimum tax is personal to each Limited Partner.
Tax credits may not be utilized to reduce alternative minimum tax liability.

     IRS  could  audit  the  returns  of  the  Partnership,  the  Local  Limited
Partnerships  or the Limited  Partners.  The IRS can audit the  Partnership or a
Local Limited  Partnership  at the entity level with regard to issues  affecting
the  entity.  The IRS does not have to audit  each  Limited  Partner in order to
challenge a position taken by the  Partnership  or a Local Limited  Partnership.
Similarly,  only  one  judicial  proceeding  can  be  filed  to  contest  an IRS
determination.  A contest  by the  Partnership  of any IRS  determination  might
result in high legal fees.

     An audit of the  Partnership  or a Local  Limited  Partnership  also  could
result in an audit of a Limited  Partner.  An audit of a Limited  Partner's  tax
returns  could  result in  adjustments  both to items  that are  related  to the
Partnership and to unrelated  items.  The Limited Partner could then be required
to file amended tax returns and pay additional tax plus interest and penalties.

     A successful IRS challenge to tax allocations of the Partnership or a Local
Limited  Partnership  would  reduce the tax  benefits  of an  investment  in the
Partnership.  Under the Internal  Revenue  Code, a  partnership's  allocation of
income, gains, deductions, losses and tax credits must have substantial economic
effect.   Substantial  economic  effect  is  a  highly-technical   concept.  The
fundamental  principle is two-fold.  If a partner will benefit economically from
an item of  partnership  income or gain,  that item must be  allocated to him so
that he bears the correlative tax burden.  Conversely,  if a partner will suffer
economically  from an item of partnership  deduction or loss,  that item must be
allocated  to  him  so  that  he  bears  the  correlative  tax  benefit.   If  a
partnership's  allocations do not have  substantial  economic  effect,  then the
partnership's tax items are allocated in accordance with each partner's interest
in the  partnership.  The  IRS  might  challenge  the  allocations  made  by the
Partnership:

     o    between the Limited Partners and the General Partner,
     o    among the Limited Partners, or
     o    between the Partnership and a Local General Partner.

If any allocations were successfully  challenged,  a greater share of the income
or gain or a lesser share of the losses or tax credits might be allocated to the
Limited  Partners.  This  would  increase  the tax  liability  or reduce the tax
benefits to the Limited Partners.

                                       9
<PAGE>

     Tax  liabilities  could  arise in later years of the  Partnership.  After a
period  of  years  following  commencement  of  operations  by a  Local  Limited
Partnership,  the Local Limited  Partnership  may generate  profits  rather than
losses.  A Limited Partner would have tax liability on his share of such profits
unless he could offset the income with:

     o    unused passive losses from the Partnership or other investments, or
     o    current passive losses from other investments.

In such circumstances, the Limited Partner would not receive a cash distribution
from the Partnership with which to pay any tax liability.

     IRS challenge to tax treatment of expenditures could reduce losses. The IRS
may  contend  that  fees and  payments  of the  Partnership  or a Local  Limited
Partnership:

     o    should be deductible over a longer period of time or in a later year,
     o    are excessive and may not be capitalized or deducted in full,
     o    should be capitalized and not deducted, or
     o    may not be included as part of the basis for computing tax credits.

Any such contention by the IRS could adversely impact, among other things:

     o    the  eligible  basis of a Housing  Complex  used to compute Low Income
          Housing Tax Credits,
     o    the adjusted basis of a Housing Complex used to compute depreciation,
     o    the correct deduction of fees,
     o    the  amortization of organization  and offering  expenses and start-up
          expenditures.

If the IRS were successful in any such  contention,  the anticipated tax credits
and losses of the Partnership would be reduced, perhaps substantially.

     Changes  in tax law  might  reduce  the  value of Low  Income  Housing  Tax
Credits.  Although all Low Income Housing Tax Credits are allocated to a Housing
Complex at commencement of the 10-year credit period,  there can be no assurance
that  future   legislation  may  not  adversely  affect  an  investment  in  the
Partnership. For example, legislation could reduce or eliminate the value of Low
Income  Housing Tax Credits.  In this regard,  before 1986,  the  principal  tax
benefit of an investment in low income housing was tax losses.  These tax losses
generally  were  used to reduce  an  investor's  income  from all  sources  on a
dollar-for-dollar basis. Investments in low income housing were made in reliance
on the availability of such tax benefits.  However,  tax legislation  enacted in
1986 severely curtailed deduction of such losses.

     New administrative or judicial  interpretations of the law might reduce the
value of tax  credits.  Many of the  provisions  of the  Internal  Revenue  Code
related  to low  income  housing  and  real  estate  investments  have  not been
interpreted by the IRS in regulations,  rulings or public  announcements,  or by
the courts.  In the future,  these provisions may be interpreted or clarified by
the IRS or the  courts  in a manner  adverse  to the  Partnership  or the  Local
Limited Partnerships.  The IRS constantly reviews the Federal tax rules, and can
revise its  interpretations  of established  concepts.  Any such revisions could
reduce  or  eliminate  tax  benefits   associated  with  an  investment  in  the
Partnership.

     State income tax laws may adversely affect the Limited Partners.  A Limited
Partner  may be  required  to file  income tax returns and be subject to tax and
withholding  in each  state or local  taxing  jurisdiction  in which:  a Housing
Complex is located,  the Partnership or a Local Limited  Partnership  engages in
business  activities,  or the Limited Partner is a resident.  Corporate  Limited
Partners may be required to pay state franchise taxes.

     The tax treatment of particular  items under state or local income tax laws
may vary  materially  from the  Federal  income  tax  treatment  of such  items.
Nonetheless,  many of the Federal income tax risks associated with an investment
in the  Partnership  may also apply  under  state or local  income tax law.  The
Partnership may be required to withhold state taxes from distributions or income
allocations to Limited Partners in some instances.

                                       10
<PAGE>

(d)      Risks related to the Partnership and the Partnership Agreement

          The Partnership may be unable to timely provide  financial  reports to
          the Limited  Partners  which would  adversely  affect their ability to
          monitor Partnership operations. Historically, the Partnership has been
          unable to timely file and provide  investors  with all of its required
          periodic reports.  In some instances,  the delay has been substantial.
          Each Local General  Partner is required to retain  independent  public
          accountants and to report financial  information to the Partnership in
          a timely manner.  There cannot be any assurance that the Local General
          Partners will satisfy these obligations. If not, the Partnership would
          be unable to provide to the Limited  Partners  in a timely  manner its
          financial statements and other reports.  That would impact the Limited
          Partners' ability to monitor Partnership operations. The Partnership's
          failure to meet its filing  requirements under the Securities Exchange
          Act of 1934 could reduce the liquidity for the  Partnership  Units due
          to  the   unavailability   of  public   information   concerning   the
          Partnership.  The  failure  to file  could  also  result in  sanctions
          imposed by the SEC. Any defense mounted by the Partnership in the face
          of such  sanctions  could  entail  legal and other  fees,  which would
          diminish cash reserves.

     Lack of liquidity of  investment.  It is unlikely that a public market will
develop for the purchase and sale of  Partnership  Units.  Accordingly,  Limited
Partners  may not be  able to sell  their  Partnership  Units  promptly  or at a
reasonable  price.  Partnership  Units  should  be  considered  as  a  long-term
investment  because  the  Partnership  is  unlikely  to sell any  Local  Limited
Partnership  Interests  for at least  15  years.  Partnership  Units  cannot  be
transferred to tax-exempt or foreign  entities,  or through a secondary  market.
The General Partner can deny  effectiveness  of a transfer if necessary to avoid
adverse  tax  consequences  from the  transfer.  The  General  Partner  does not
anticipate that any Partnership Units will be redeemed by the Partnership.

     The Limited Partners will not control the Partnership and must rely totally
on the General Partner.  The General Partner will make all management  decisions
for the Partnership.  Management  decisions include exercising powers granted to
the Partnership by a Local Limited  Partnership.  Limited Partners have no right
or power to take part in Partnership management.

Individual  Limited Partners will have no recourse if they disagree with actions
authorized  by a vote of the  majority.  The  Partnership  Agreement  grants  to
Limited Partners owning more than 50% of the Partnership Units the right to:

     o    remove the General Partner and elect a replacement general partner,
     o    amend the Partnership Agreement,
     o    terminate the Partnership.

Accordingly, a majority-in-interest of the Limited Partners could cause any such
events to occur,  even if Limited  Partners owning 49% of the Partnership  Units
opposed such action.

     Limitations  on liability of the General  Partner to the  Partnership.  The
ability of Limited  Partners to sue the General  Partner  and it  affiliates  is
subject to limitations.  The Partnership  Agreement  limits the liability of the
General Partner and it affiliates to the Limited  Partners.  The General Partner
and it  affiliates  will not be  liable  to the  Limited  Partners  for acts and
omissions:  performed  or omitted in good faith,  and  performed or omitted in a
manner which the General Partner  reasonably  believed to be within the scope of
its authority and in the best  interest of the Limited  Partners,  provided such
conduct did not constitute negligence or misconduct.

Therefore,  Limited  Partners may be less able to sue the General Partner and it
affiliates  than would be the case if such  provisions  were not included in the
Partnership Agreement.

     Payment of fees to the General  Partner  and its  affiliates  reduces  cash
available for investment in Local Limited Partnerships.  The General Partner and
it affiliates perform many services for the Partnership.  They are paid fees for
these services,  which reduce the amount of the cash available for investment in
Local Limited Partnerships. Accordingly, an investor investing directly in a low
income  housing  Housing  Complex  would  have a greater  amount  available  for
investment  than  an  investor  investing  in low  income  housing  through  the
Partnership.

                                       11
<PAGE>

     Associates and its  affiliates are serving as the general  partners of many
other  partnerships.  Depending on their corporate area of  responsibility,  the
officers of Associates initially devote approximately 5% to 50% of their time to
the Partnership.  These individuals spend significantly less time devoted to the
Partnership after the investment of the  Partnership's  capital in Local Limited
Partnerships.

     The  interests of Limited  Partners may conflict  with the interests of the
General  Partner and it  affiliates.  The General  Partner and it affiliates are
committed to the  management  of more than 100 other limited  partnerships  that
have investments similar to those of the Partnership. The General Partner and it
affiliates receive  substantial  compensation from the Partnership.  The General
Partner  decides how the  Partnership's  investments  in Housing  Complexes  are
managed,  and when the investments  will be sold. The General Partner may face a
conflict in these circumstances  because the General Partner's share of fees and
cash  distributions from the transaction may be more or less than their expected
share of fees if a Housing  Complex were not sold. The result of these conflicts
could be that a Partnership may make investments which are less desirable, or on
terms which are less favorable,  to the Partnership  than might otherwise be the
case.  The  Partnership  has not  developed  any formal  process  for  resolving
conflicts of interest.  However,  the General  Partner is subject to a fiduciary
duty to  exercise  good  faith and  integrity  in  handling  the  affairs of the
Partnership,  and that  duty  will  govern  its  actions  in all  such  matters.
Furthermore,   the  manner  in  which  the  Partnership  can  operate  and  sell
investments   are  subject  to  substantial   restrictions  in  the  Partnership
Agreement.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General Partner and/or its affiliates.

The  Partnership's  accrued payables  consist  primarily of the asset management
fees  payable to the  General  Partner.  These  accrued  payables  increased  by
approximately  $148,000,  $128,000,  and  $151,000 for the years ended March 31,
2007, 2006 and 2005,  respectively.  The Partnership's  future  contractual cash
obligations  consist  solely  of its  obligations  to pay  future  annual  asset
management  fees. These will equal  approximately  $181,000 per year through the
termination  of the  Partnership,  which must occur no later than  December  31,
2050.  Though the amounts  payable to the General  Partner and/or its affiliates
are  contractually  currently  payable,  the  Partnership  anticipates  that the
General  Partner  and/or its  affiliates  will not  require the payment of these
contractual obligations until capital reserves are in excess of the aggregate of
the  existing   contractual   obligations  and  anticipated  future  foreseeable
obligations of the  Partnership.  The  Partnership  would be adversely  affected
should the General  Partner and/or its affiliates  demand current payment of the
existing  contractual  obligations and or suspend services for this or any other
reason.

Associates agreed to continue providing  advances  sufficient enough to fund the
operations and working capital requirements of the Partnership through March 31,
2008.

Item 2.  Properties

Through its investments in Local Limited  Partnerships,  the  Partnership  holds
indirect  ownership  interests in the Housing  Complexes.  The following  tables
reflect the status of the eighteen Housing  Complexes as of the dates or for the
periods indicated:

                                       12
<PAGE>
<TABLE>
<CAPTION>

                                                      ---------------------------------   ------------------------------------------
                                                               As of March 31, 2007                  As of December 31, 2006
------------------------------------------------------------------------------------------------------------------------------------
                                                                 Partnership's                          Estimated
                                                                    Total                               Aggregate         Mortgage
                                                                 Investment in  Amount of               Low Income      Balances of
Local Limited                              General Partner      Local Limited  Investment     Number    Housing Tax    Local Limited
Partnership Name        Location                Name            Partnerships  Paid to Date   of Unites  Credits (1)     Partnerships
------------------------------------------------------------------------------------------------------------------------------------
                                                                <S>          <C>                <C>   <C>            <C>

Almond Garden           Delhi,             Anthony Donovan
Apartment Associates    California                               $    391,000  $   391,000       34    $    807,000    $   1,352,000

Almond View             Stockton,          Daniel C. Logue and
Apartments, Ltd.        California         Cyrus Youssefi           1,639,000    1,639,000       72       3,523,000        1,706,000

Buccaneer Associates    Fernandia Beach,   Clifford E. Olsen
Limited                 Florida                                       365,000      365,000       48         768,000        1,436,000

Candleridge Apartments  Perry, Iowa        Eric A. Sheldahl
of Perry L.P. II                                                      126,000      126,000       24         245,000          672,000

Colonial Village        Roseville,         S.P. Thomas
Roseville               Calfornia          Company of
                                           Northern California
                                           Inc. and Project Go,
                                           Inc.                     2,811,000    2,811,000       56       5,872,000        1,850,000

Dallas County Housing,  Orrville,          Thomas H. Cooksey
Ltd.                    Alabama            and Apartment
                                           Developers, Inc.           130,000      130,000       19         287,000          599,000

La Paloma del Sol       Deming,            Dean Greenwalt
Limited Partnership     New Mexico                                    254,000      254,000       38         625,000        1,393,000

Memory Lane Limited     Yankton,           Skogen - Peterson,
Partnership             South Dakota       Inc.                       151,000      151,000       18         295,000          662,000

Nueva Sierra Vista      Richgrove,         Self-Help
Associates              California         Enterprises, Inc.
                                           and Nueva Sierra
                                           Vista Corporation        1,688,000    1,688,000       35       3,516,000        2,284,000
</TABLE>

                                                                       13
<PAGE>
<TABLE>
<CAPTION>

                                                      ---------------------------------   ------------------------------------------
                                                               As of March 31, 2007                  As of December 31, 2006
------------------------------------------------------------------------------------------------------------------------------------
                                                                 Partnership's                          Estimated
                                                                    Total                               Aggregate         Mortgage
                                                                 Investment in  Amount of               Low Income      Balances of
Local Limited                              General Partner      Local Limited  Investment     Number    Housing Tax    Local Limited
Partnership Name        Location                Name            Partnerships  Paid to Date   of Unites  Credits (1)     Partnerships
------------------------------------------------------------------------------------------------------------------------------------
                                                                 <S>         <C>               <C>    <C>             <C>

Old Fort Limited        Hidalgo,           Alan Deke Noftsker
Partnership             Texas              and ABO
                                           Corporation            $   249,000  $   249,000      40     $    547,000    $   1,242,000

Orosi Apartments, Ltd.  Orosi,             Douglas W. Young           461,000      461,000      42          902,000        1,846,000
                        California

Parlier Garden Apts.    Parlier,           David J. Micheal
                        California         and Professional
                                            Apartment
                                            Management, Inc.          453,000       453,000     41          917,000        1,664,000

Rosewood Apartments     Superior,          Duffy Development
Limited Partnership     Wisconsin          Company, Inc.              185,000       185,000     20          375,000          413,000

Sun Manor, L.P.         Itta               Glenn D. Miller            230,000       230,000     36          464,000        1,031,000
                        Mississippi

Tahoe Pines Apartments  South Lake Tahoe,  David J. Michael,
                        California         Bucky Fong, Dean
                                           Pearson, Coy Elvis
                                           and Dr.Patricia
                                           Hatton                   1,633,000     1,633,000      28       3,171,000        1,587,000

Venus Retirement        Venus,             W. Joseph Chamy
Village, Ltd.           Texas                                         161,000       161,000      24         318,000          707,000

Walnut - Pixley, L.P.   Orange,            Walnut - Pixley,         1,078,000     1,078,000      22       2,309,000          900,000
                        California         Inc.

Winters Investment      Winters,           John P. Casper
Group                   California                                    531,000       531,000      38       1,072,000        1,785,000
                                                                      -------       -------      --       ---------        ---------

                                                                 $ 12,536,000  $ 12,536,000     635    $ 26,013,000    $  23,129,000
                                                                 ============  ============     ===    ============    =============
</TABLE>

                                                                       14
<PAGE>

(1) Represents  aggregate total anticipated Low Income Housing Tax Credits to be
received  over the 10 year credit  period if the Housing  Complexes are retained
and rented in compliance  with credit rules for the 15-year  Compliance  Period.
All of the  anticipated  Low Income  Housing Tax Credits have been received from
the Local Limited Partnerships. Accordingly, the Partnership does not anticipate
a significant  amount of Low Income  Housing Tax Credits being  allocated to the
Limited Partners in the future.

                                       15
<PAGE>
<TABLE>
<CAPTION>

                      ----------------------------------------------------------
                                   For the year ended December 31, 2006
                      ----------------------------------------------------------
                                                                    Low Income
                                                                     Credits
                                                                   Housing Tax
 Local Limited                                     Net Income       Allocated to
Partnership Name                Rental Income        (Loss)        Partnership
 -------------------------------------------------------------------------------
                               <S>             <C>                    <C>

Almond Garden Apartment
Associates                      $    198,000    $   (30,000)           99%

Almond View Apartments, Ltd.         245,000       (306,000)           99%

Buccaneer Associates, Limited        257,000        (53,000)           99%

Candleridge Apartments
of Perry L. P. II                    153,000          4,000            99%

Colonial Village Roseville           537,000        (30,000)           99%

Dallas County Housing, Ltd.           78,000        (15,000)           99%

La Paloma del Sol Limited
Partnership                          193,000         (6,000)           99%

Memory Lane Limited
Partnership                           81,000        (14,000)           99%

Nueva Sierra Vista Associates        177,000       (121,000)           99%

Old Fort Limited Partnership         214,000        (42,000)           99%

Orosi Apartments, Ltd.               230,000        (18,000)           99%

Parlier Garden Apts.                 288,000         17,000            95%

Rosewood Apartments Limited
Partnership                           94,000         (1,000)           99%

Sun Manor, L.P.                      170,000        (32,000)           99%

Tahoe Pines Apartments               225,000       (141,000)           99%

Venus Retirement Village, Ltd.       103,000        (28,000)           99%

Walnut - Pixley, L.P.                181,000          5,000            99%

Winters Investment Group             278,000         18,000            99%
                                ------------    -----------

                                $  3,702,000    $  (793,000)
                                ============    ============
</TABLE>

                                       16
<PAGE>

WNC California Housing Tax Credits III, L.P.
March 31, 2007
<TABLE>
<CAPTION>

                                                           -------------------------------------------------------------------------
                                                                                         Occupancy Rates
                                                           -------------------------------------------------------------------------
                                                                                        As of December 31,
                                                           -------------------------------------------------------------------------
Local Limited
Partnership Name            Location          General Partner Name       2006       2005       2004        2003       2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                         <S>        <C>        <C>         <C>        <C>

Almond Garden              Delhi,             Anthony Donovan
Apartment Associates       California                                     97%        100%       97%         97%        100%

Almond View                Stockton,          Daniel C. Logue and
Apartments, Ltd.           California         Cyrus Youssefi              94%        100%       99%         97%         99%

Buccaneer Associates,      Fernandia          Clifford E. Olsen
Limited                    Beach, Florida                                100%        100%      100%         96%        100%

Candleridge Apartments     Perry, Iowa        Eric A. Sheldahl            96%        100%      100%         83%        100%
of Perry L.P. II

Colonial Village           Roseville,         S.P. Thomas Company
Roseville                  Calfornia          of Northern
                                              California Inc. and
                                              Project Go, Inc.            93%        100%       98%         98%        100%

Dallas County              Orrville,          Thomas H. Cooksey
Housing, Ltd.              Alabama            and Apartment
                                              Developers, Inc.            79%        84%        89%         89%        100%

La Paloma del Sol          Deming,            StateDean Greenwalt
Limited Partnership        New Mexico                                     95%        95%        89%         92%         87%

Memory Lane Limited        Yankton,South      Skogen - Peterson,
Partnership                Dakota             Inc.                       100%        94%        94%         100%       100%

Nueva Sierra Vista         Richgrove,         Self-Help
Associates                 StateCalifornia    Enterprises, Inc.
                                              and Nueva Sierra
                                              Vista Corporation          100%        100%       97%         91%        100%
</TABLE>

                                                                       17
<PAGE>

WNC California Housing Tax Credits III, L.P.
March 31, 2007
<TABLE>
<CAPTION>

                                                           -------------------------------------------------------------------------
                                                                                         Occupancy Rates
                                                           -------------------------------------------------------------------------
                                                                                        As of December 31,
                                                           -------------------------------------------------------------------------
Local Limited
Partnership Name            Location          General Partner Name       2006       2005       2004        2003       2002
------------------------------------------------------------------------------------------------------------------------------------
                                                                         <S>        <C>        <C>         <C>        <C>

Old Fort Limited           Hidalgo,           Alan Deke Noftsker
Partnership                Texas              and ABO Corporation         95%        93%        98%         97%        97%

Orosi Apartments, Ltd.     Orosi,             Douglas W. Young
                           California                                     95%        93%        93%        100%       100%

Parlier Garden Apts.       Parlier,           David J. Micheal
                           California         and Professional
                                              Apartment
                                              Management, Inc.           100%       100%        98%         98%       100%

Rosewood Apartments        Superior,          Duffy Development
Limited Partnership        Wisconsin          Company, Inc.               95%        85%        85%         95%       100%

Sun Manor, L.P.            Itta Bena,         Glenn D. Miller
                           Mississippi                                   100%       100%        94%        100%       100%

Tahoe Pines Apartments     South              David J. Michael,
                           Lake Tahoe,        Bucky Fong,
                           California         Dean Pearson,
                                              Coy Elvis and Dr.
                                              Patricia Hatton             96%        96%        100%        89%       100%

Venus Retirement           Venus,             W. Joseph Chamy
Village, Ltd.              Texas                                          96%        100%       100%        96%        96%

Walnut - Pixley, L.P.      Orange,            Walnut - Pixley,
                           California         Inc.                       100%         95%       100%       100%        95%

Winters Investment Group   Winters,           John P. Casper
                           California                                    100%        100%       100%       100%        97%
                                                                         ----        ----       ----       ----       ----

                                                                          97%         96%        96%        96%        98%
                                                                         ----        ----       ----       ----       ----
</TABLE>

                                                                       18

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS -CONTINUED

                For The Years Ended March 31, 2007, 2006 and 2005


Item 5a.

(a)  The  Partnership  Units are not traded on a public  exchange  but were sold
     through a public  offering.  It is not  anticipated  that any public market
     will  develop for the purchase  and sale of any  Partnership  Unit and none
     exists.  Partnership Units can be assigned or otherwise transferred only if
     certain requirements in the Partnership Agreement are satisfied.

(b)  At March 31,  2007,  there were 884 Limited  Partners  and 17  assignees of
     Partnership Units who were not admitted as Limited Partners.

(c)  The Partnership was not designed to provide cash  distributions  to Limited
     Partners in  circumstances  other than  refinancing  or  disposition of its
     investments in Local Limited Partnerships.  Any such distributions would be
     made in accordance  with the terms of the  Partnership  Agreement.  For all
     years  presented  there  were no  such  distributions  paid to the  Limited
     Partners.

(d)  No securities are authorized for issuance by the  Partnership  under equity
     compensation plans.

(e)  No unregistered  securities  were sold by the  Partnership  during the year
     ended March 31, 2007.

Item 9A. Controls and Procedures

(a)  As of the end of the  period  covered  by this  report,  the  Partnership's
     General  Partner,  under the supervision and with the  participation of the
     Chief Executive Officer and Chief Financial Officer of Associates,  carried
     out an evaluation of the  effectiveness  of the  Partnership's  "disclosure
     controls and procedures" as defined in Securities Exchange Act of 1934 Rule
     13a-15 and 15d-15.  Based on that evaluation,  the Chief Executive  Officer
     and Chief  Financial  Officer  have  concluded  that,  as of the end of the
     period covered by this report,  the Partnership's  disclosure  controls and
     procedures were not effective to ensure that material  information required
     to be disclosed in the  Partnership's  periodic  report filings with SEC is
     recorded,  processed,  summarized  and  reported  within  the  time  period
     specified by the SEC's rules and forms,  consistent  with the definition of
     "disclosure  controls and procedures" under the Securities  Exchange Act of
     1934.

     The Partnership must rely on the Local Limited  Partnerships to provide the
     Partnership with certain information  necessary to the timely filing of the
     Partnership's  periodic  reports.  Factors in the  accounting  at the Local
     Limited   Partnerships   have  caused  delays  in  the  provision  of  such
     information   during  past   reporting   periods,   and   resulted  in  the
     Partnership's inability to file its periodic reports in a timely manner.

     Once the Partnership has received the necessary  information from the Local
     Limited  Partnerships,  the Chief Executive Officer and the Chief Financial
     Officer of Associates believe that the material  information required to be
     disclosed  in  the  Partnership's  periodic  report  filings  with  SEC  is
     effectively recorded,  processed,  summarized and reported, albeit not in a
     timely manner. Going forward, the Partnership will use the means reasonably
     within its power to impose  procedures  designed  to obtain  from the Local
     Limited Partnerships the information  necessary to the timely filing of the
     Partnership's periodic reports.

(b)  There were no changes in the Partnership's  internal control over financial
     reporting  that  occurred  during the  quarter  ended  March 31,  2007 that
     materially  affected,  or are reasonably likely to materially  affect,  the
     Partnership's internal control over financial reporting.

                                       19
<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant

(a)  Identification of Directors,  (b) Identification of Executive Officers, (c)
     ---------------------------------------------------------------------------
     Identification of Certain Significant Employees,  (d) Family Relationships,
     ---------------------------------------------------------------------------
     and (e) Business Experience
     ---------------------------

Neither  the General  Partner  nor the  Partnership  has  directors,  executives
officers or employees of its own. The business of the  Partnership  is conducted
primarily through Associates.  Associates is a California  corporation which was
organized in 1971. The following  biographical  information is presented for the
officers and  employees of  Associates  with  principal  responsibility  for the
Partnership's affairs.

Wilfred N. Cooper, Sr.         Chairman
Wilfred N. Cooper, Jr.         President and Chief Executive Officer
David N. Shafer, Esq.          Executive Vice President
Michael J. Gaber               Executive Vice President
Sylvester P. Garban            Senior Vice President - Institutional Investments
Thomas J. Riha, CPA            Senior Vice President - Chief Financial Officer
Thomas J. Hollingsworth        Vice President - Asset Management
Gregory S. Hand                Vice President - Acquisitions
Melanie R. Wenk                Vice President - Portfolio Management
Kay L. Cooper                  Director of WNC & Associates, Inc.
Jennifer E. Cooper             Director of WNC & Associates, Inc.

In addition to Wilfred N. Cooper,  Sr., the directors of Associates  are Wilfred
N. Cooper,  Jr., Kay L. Cooper, and Jennifer Cooper. The principal  shareholders
of Associates are a trust established by the Coopers.

Wilfred N.  Cooper,  Sr.,  age 76, is the founder  and  Chairman of the Board of
Directors of Associates,  a Director of WNC Capital  Corporation,  and a general
partner in some of the  partnerships  previously  sponsored  by  Associates  Mr.
Cooper has been actively involved in the affordable housing industry since 1968.
Previously,  during 1970 and 1971,  he was  founder and a principal  of Creative
Equity  Development  Corporation,  a predecessor of Associates,  and of Creative
Equity Corporation, a real estate investment firm. For 12 years before that, Mr.
Cooper was employed by Rockwell International  Corporation,  last serving as its
manager  of  housing  and urban  developments  where he had  responsibility  for
factory-built  housing  evaluation and project  management in urban planning and
development.  He has testified before committees of the U.S. Senate and the U.S.
House  of  Representatives  on  matters  pertaining  to the  affordable  housing
industry.  Mr.  Cooper is a Life  Director of the National  Association  of Home
Builders,  a National Trustee for NAHB's Political Action Committee,  and a past
Chairman of NAHB's Multifamily Council. He is a Director of the National Housing
Conference and a member of NHC's Board of Governors,  and a founder and Director
of the California  Housing  Consortium.  He is the husband of Kay Cooper and the
father of Wilfred N. Cooper,  Jr. Mr. Cooper  graduated  from Pomona  College in
1956 with a Bachelor of Arts degree.

Wilfred  N.  Cooper,  Jr.,  age  44,  is  President,  Chief  Executive  Officer,
Secretary,  a Director and a member of the Acquisition  Committee of Associates.
He is President and a Director of, and a registered  principal with, WNC Capital
Corporation, and is a Director and Vice President of WNC Management, Inc. He has
been involved in real estate  investment and acquisition  activities  since 1988
when he  joined  Associates.  Previously,  he  served  as a  Government  Affairs
Assistant with Honda North America in Washington, D.C. Mr. Cooper is a member of
the Editorial  Advisory  Boards of Affordable  Housing Finance and LIHTC Monthly
                                   ---------------------------     -------------
Report,  a  Steering  Member  of  the  Housing  Credit  Group  of  the  National
------
Association  of Home  Builders,  a  member  of the Tax  Policy  Council  for the
National  Trust for Historical  Preservation,  a member of the Advisory Board of
the New York State  Association  for Affordable  Housing,  a member of the Urban
Land Institute and a member of TEC  International,  a global network of business
leaders  and chief  executives.  He is the son of  Wilfred  Cooper,  Sr. and Kay
Cooper.  Mr.  Cooper  graduated  from The  American  University  in 1985  with a
Bachelor of Arts degree.

David N. Shafer,  age 55, is an Executive  Vice  President,  and a member of the
Acquisition  Committee  of  Associates,  and  a  Director,  Vice  President  and
Secretary of WNC Management,  Inc. Mr. Shafer has been active in the real estate
industry  since 1984.  Before  joining  Associates in 1990, he was engaged as an
attorney  in the private  practice  of law with a  specialty  in real estate and
taxation.  Mr. Shafer is a Director and past President of the California Council
of Affordable Housing,  and a member of the State Bar of California.  Mr. Shafer
graduated  from the  University  of  California  at Santa Barbara in 1978 with a
Bachelor of Arts degree, from the New England School of Law in 1983 with a Juris
Doctor  degree  cum  laude and from the  University  of San Diego in 1986 with a
Master of Law degree in Taxation.

                                       20
<PAGE>

Michael  J.  Gaber,  age 41, is an  Executive  Vice  President  -  Oversees  the
Originations,  Acquisitions  and Real Estate  Development  Department,  and is a
member of the  Acquisition  Committee of  Associates  and Vice  President of WNC
Management,  Inc...  Mr.  Gaber has been  involved in real  estate  acquisition,
valuation and  investment  activities  since 1989 and has been  associated  with
Associates  since  1997.  Prior to joining  Associates,  he was  involved in the
valuation and classification of major assets, restructuring of debt and analysis
of real estate  taxes with H.F.  Ahmanson & Company,  parent of Home  Savings of
America.  Mr. Gaber graduated from the  StateCalifornia  StateState  University,
Fullerton in 1991 with a Bachelor of Science degree in Business Administration -
Finance.

Sylvester  P.  Garban,   age  61,  is  Senior  Vice  President  -  Institutional
Investments of Associates and registered principal with WNC Capital Corporation.
Mr. Garban has been involved in real estate  investment  activities  since 1978.
Before  joining  Associates in 1989, he served as Executive  Vice President with
MRW, Inc., a real estate development and management firm. Mr. Garban is a member
of the National  Association  of  Affordable  Housing  Lenders and the Financial
Planning  Association.  He graduated  from  Michigan  University  in 1967 with a
Bachelor of Science degree in Business Administration.

Thomas J. Riha, age 52, is Senior Vice President - Chief Financial Officer and a
member of the  Acquisition  Committee  and the  Commercial  Real Estate Group of
Associates and Vice President,  Treasurer and a Director of WNC Management, Inc.
He has been involved in real estate acquisition and investment  activities since
1979.  Before joining  Associates in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and Management Company,  last serving as Vice
President - Operations.  He is a founding member of the Housing Credit Certified
Professional Board of Governors,  a national professional  certification program
administered  by  the  NAHB  and  the  National  Affordable  Housing  Management
Association. Mr. Riha graduated from the California State University,  Fullerton
in 1977 with a Bachelor of Arts degree cum laude in Business Administration with
a concentration in Accounting and is a Certified Public  Accountant and a member
of the American Institute of Certified Public Accountants.

Thomas J. Hollingsworth,  CPA, age 56, is Vice President Asset Management of WNC
& Associates,  Inc. and oversees WN's asset management group. Mr.  Hollingsworth
has been involved in real estate  acquisitions,  operations  and  syndication of
multifamily  properties  for 25 years.  Prior to joining WNC in 2005, he was the
senior  workout  specialist  at Key  Corporation  Housing  Management,  Inc.,  a
division of Key Bank.- He has also been responsible for structuring  several tax
sheltered   multifamily   acquisitions  during  his  career.  Mr.  Hollingsworth
graduated  from the University of Utah in 1973 with a Bachelor of Science degree
(cum laude) in Business Administration.

Gregory S. Hand, age 43, is Vice  President -  Acquisitions  and a member of the
Commercial Real Estate Group of Associates.  He is responsible for the oversight
of property  underwriting.  Mr. Hand has been involved in real estate  analysis,
development and management since 1987.  Prior to joining  Associates in 1998, he
was  a  portfolio  asset  manager  with  a  national  tax  credit  sponsor  with
responsibility  for the management of $200 million in assets.  Prior to that, he
was a finance  manager  with The Koll  Company and a financial  analyst with The
Irvine  Company.  Mr. Hand graduated  from Iowa State  University in 1987 with a
Bachelor of Business Administration degree in finance.

Melanie  R.  Wenk,  CPA,  age 39,  is  Vice  President-Portfolio  Management  of
Associates.  She is  responsible  for overseeing  institutional  and retail fund
portfolio management, including partnership accounting, SEC reporting, quarterly
and  annual  investor  reporting  and  monitoring  investment  returns  for  all
stabilized WNC  institutional  funds.  Prior to joining  Associates in 2003, Ms.
Wenk was associated as a public accountant with BDO Seidman,  LLP. She graduated
from  the  California  Polytechnic  State  University,  Pomona,  in 1999  with a
Bachelor of Science degree in accounting.

Kay L.  Cooper,  age 72, is a Director  of WNC &  Associates,  Inc.  and has not
otherwise  been engaged in business  activities  during the previous five years.
Kay Cooper was the sole proprietor of Agate 108, a manufacturer  and retailer of
home  accessory  products  from 1975 until its sale in 1998.  She is the wife of
Wilfred Cooper,  Sr. and the mother of Wilfred Cooper,  Jr. Ms. Cooper graduated
from the  University  of Southern  California in 1958 with a Bachelor of Science
degree.

Jennifer E. Cooper, age 46, is a Director of WNC & Associates,  Inc. and has not
otherwise  been engaged in business  activities  during the previous five years.
She is the wife of Wilfred Cooper, Jr. and attended the University of Texas from
1981 to 1986.

(f)  Involvement in Certain Legal Proceedings
     ----------------------------------------

     Two Local Limited  Partnerships  invested in by other  Associates-sponsored
     public limited  partnerships  were unable to meet their obligations as they
     became due,  and each has filed a voluntary  petition  in  bankruptcy.  The
     local general partner of one of them is not affiliated with Associates. The
     original  unaffiliated  local general  partner of the other was removed and
     replaced  with a  general  partner  wholly-owned  by  two of the  executive
     officers of WNC identified above.

                                       21
<PAGE>

(g)  Promoters and Control Persons
     -----------------------------

     Inapplicable.

(h)  Audit  Committee  Financial  Expert,  and (i)  Identification  of the Audit
     ---------------------------------------------------------------------------
     Committee
     ---------

     Neither the Partnership,  the General Partner, nor Associates have an audit
     committee.

(j)  Changes to Nominating Procedures
     --------------------------------

     Inapplicable.

(k)  Compliance With Section 16(a) of the Exchange Act
     -------------------------------------------------

     None.

(l)  Code of Ethics
     --------------

     Associates  has  adopted  a Code  of  Ethics  which  applies  to the  Chief
     Executive Officer and Chief Financial Officer of WNC & Associates. The Code
     of Ethics will be provided  without  charge to any person who  requests it.
     Such requests  should be directed to: Investor  Relations at  (714)662-5565
     extension 187.

Item 11.  Executive Compensation

The General  Partner and its affiliates are not permitted under Section 5.6.1 of
the   Partnership's   Agreement  of  Limited   Partnership   (the   "Agreement,"
incorporated  as  Exhibit  3.1 to this  report)  to receive  any  salary,  fees,
profits,  distributions or allocations from the Partnership or any Local Limited
Partnership in which the Partnership  invests except as expressly allowed by the
Agreement.  The compensation and other economic  benefits to the General Partner
and its affiliates provided for in the Agreement are summarized below.

(a) Compensation for Services

     For services rendered by the General Partner or an affiliate of the General
     Partner  in  connection  with  the  administration  of the  affairs  of the
     Partnership,  the General  Partner or any  affiliate  may receive an annual
     asset management fee in an amount equal to 0.5% of Invested Assets in Local
     Limited Partnerships which are subsidized under one or more Federal,  state
     or local housing  assistance  programs.  "Invested Assets" means the sum of
     the Partnership's original investment in Local Limited Partnerships and the
     Partnership's  allocable share of mortgage loans on and other debts related
     to the Housing  Complexes  owned by such Local  Limited  Partnerships.  The
     asset  management  fee is payable  with  respect to the  previous  calendar
     quarter on the first day of each calendar quarter during the year.  Accrued
     but unpaid asset management fees for any year are deferred without interest
     and are  payable  in  subsequent  years  from any  funds  available  to the
     Partnership   after  payment  of  all  other  costs  and  expenses  of  the
     Partnership,  including any capital reserves then determined by the General
     Partner to no longer be  necessary  to be retained by the  Partnership,  or
     from the proceeds of a sale or refinancing of Partnership  assets.  Fees of
     $181,384,  $181,385 and $181,385 were incurred during the years ended March
     31, 2007, 2006 and 2005,  respectively.  The  Partnership  paid the General
     Partner and or its  affiliates  $33,750,  $53,125 and $30,000 of those fees
     during each of the years ended March 31, 2007, 2006 and 2005, respectively.

     Subject to a number of terms and conditions set forth in the Agreement, the
     General  Partner and its  affiliates  may be entitled to  compensation  for
     services  actually  rendered  or to be  rendered  in  connection  with  (i)
     selecting,   evaluating,   structuring,   negotiating   and   closing   the
     Partnership's  investments in Local Limited Partnership Interests,  or (ii)
     property  management  services  actually rendered by the General Partner or
     its affiliates  respecting the Apartment  Complexes  owned by Local Limited
     Partnerships.  The  Partnership  has completed its investment  stage, so no
     compensation  for the  services  in (i) or (ii) has been  paid  during  the
     periods covered by this report and none will be paid in the future. None of
     such  compensation was payable for such services during the periods covered
     by this report.

                                       22
<PAGE>

(b)  Operating Expenses

     Reimbursement  to the General Partner or any of its affiliates of Operating
     Cash Expenses is subject to specific  restrictions  in Section 5.3.4 of the
     Partnership's   Agreement   of  Limited   Partnership   (the   "Agreement,"
     incorporated  as  Exhibit  3.1  to  this  report).  The  Agreement  defines
     "Operating Cash Expenses" as

          ". . . the amount of cash  disbursed by the  Partnership  . . . in the
          ordinary course of business for the payment of its operating expenses,
          such as expenses for management,  utilities,  repair and  maintenance,
          insurance, investor communications, legal, accounting, statistical and
          bookkeeping services, use of computing or accounting equipment, travel
          and telephone  expenses,  salaries and direct  expenses of Partnership
          employees  while  engaged  in  Partnership  business,  and  any  other
          operational  and  administrative  expenses  necessary  for the prudent
          operation of the  Partnership.  Without limiting the generality of the
          foregoing,  Operating  Cash Expenses  shall include the actual cost of
          goods,  materials  and  administrative  services  used  for  or by the
          Partnership,  whether incurred by the General Partner, an Affiliate of
          the  General  Partner or a  non-Affiliated  Person in  performing  the
          foregoing functions. As used in the preceding sentence, actual cost of
          goods and materials  means the actual cost of goods and materials used
          for or by the  Partnership  and obtained from entities not  Affiliated
          with the General Partner,  and actual cost of administrative  services
          means  the  pro  rata  cost of  personnel  (as if  such  persons  were
          employees of the Partnership) associated therewith, but in no event to
          exceed the Competitive amount."

     The Agreement  provides that no such  reimbursement  shall be permitted for
     services for which the General Partner or any of its affiliates is entitled
     to   compensation  by  way  of  a  separate  fee.   Furthermore,   no  such
     reimbursement  is to be made  for  (a)  rent  or  depreciation,  utilities,
     capital  equipment or other such  administrative  items,  and (b) salaries,
     fringe benefits, travel expenses and other administrative items incurred or
     allocated  to any  "controlling  person"  of  the  General  Partner  or any
     affiliate  of the  General  Partner.  For the  purposes  of Section  5.3.4,
     "controlling person" includes,  but is not limited to, any person,  however
     titled,  who performs functions for the General Partner or any affiliate of
     the  General  Partner  similar to those of: (1)  chairman  or member of the
     board of directors;  (2)  executive  management,  such as  president,  vice
     president or senior vice president,  corporate secretary or treasurer;  (3)
     senior management,  such as the vice president of an operating division who
     reports directly to executive  management;  or (4) those holding 5% or more
     equity  interest in the  General  Partner or any  affiliate  of the General
     Partner or a person  having the power to direct or cause the  direction  of
     the  General  Partner or any  affiliate  of the  General  Partner,  whether
     through the ownership of voting securities, by contract or otherwise.

(c)  Interest in Partnership

     The General Partner receives 1% of the  Partnership's  allocated Low Income
     Housing Tax  Credits,  which  approximated  $0,  $4,000 and $15,000 for the
     years ended  December 31, 2006,  2005 and 2004,  respectively.  The General
     Partner  is also  entitled  to receive  1% of the  Partnership's  operating
     income or losses, gain or loss from the sale of property and operating cash
     distributions. There were no distributions of operating cash to the General
     Partner  during the years ended March 31, 2007,  2006 and 2005. The General
     Partner has an interest in sale or refinancing  proceeds as follows:  after
     the  Limited  Partners  have  received  a return  of their  capital  plus a
     specified  return on  capital,  the  General  Partner may receive an amount
     equal to its  capital  contribution,  less any prior  distribution  of such
     proceeds, then the General Partner may receive 10% and the Limited Partners
     90% of any  remaining  proceeds.  There were no such  distributions  to the
     General Partner during the years ended March 31, 2007, 2006 or 2005.

PART IV

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)(1) List of financial  statements included in Part II hereof:
       ---------------------------------------------------------

     Balance Sheets as of March 31, 2007 and 2006
     Statements of Operations  for the years ended March 31, 2007, 2006 and 2005
     Statements  of  Partners'  Equity  (Deficit)  for the years ended March 31,
     2007, 2006 and 2005
     Statements of Cash Flows for  the years ended March 31, 2007, 2006 and 2005
     Notes to Financial Statements

                                       23
<PAGE>

(a)(2)  List of  financial  statement  schedules  included  in  Part IV  hereof:
        ------------------------------------------------------------------------

        Schedule III - Real Estate Owned by Local Limited Partnerships

(a)(3)  Exhibits.
        ---------

3.1  Agreement of Limited Partnership dated October 5, 1992 was filed as Exhibit
     28.1  to  Form  10-K  for the  year  ended  December  31,  1994  is  hereby
     incorporated herein by reference as Exhibit 3.1.

31.1 Certification  of the Chief Executive  Officer  pursuant to Rule 13a-14 and
     15d-14,  as adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
     2002. (filed herewith)

31.2 Certification  of the Chief Financial  Officer  pursuant to Rule 13a-14 and
     15d-14,  as adopted  pursuant to section 302 of the  Sarbanes-Oxley  Act of
     2002. (filed herewith)

32.1 Section 1350 Certification of the Chief Executive Officer. (filed herewith)

32.2 Section 1350 Certification of the Chief Financial Officer. (filed herewith)

99.1 Amended and Restated  Agreement of Limited  Partnership of Colonial Village
     Roseville  (1)  filed as  exhibit  10.1 to Form  8-K/A  Amendment  No. 1 to
     Current  Report dated  December 27, 1993 is hereby  incorporated  herein by
     reference as exhibit 99.1.

99.2 Amended and Restated  Agreement  of Limited  Partnership  of Almond  Garden
     Apartment Associates filed as exhibit 10.2 to Form 8-K/A Amendment No. 1 to
     Current  Report dated  December 27, 1993 is hereby  incorporated  herein by
     reference as exhibit 99.2.

99.3 Amended and Restated Agreement of Limited Partnership of Winters Investment
     Group filed as exhibit 10.3 to Form 8-K/A Amendment No. 1 to Current Report
     dated  December  27, 1993 is hereby  incorporated  herein by  reference  as
     exhibit 99.3.

99.4 Third  Amended and Restate  Articles of Limited  Partnership  of  Buccaneer
     Associates, Limited filed as exhibit 10.2 to Post-Effective Amendment No. 2
     to Form S-11 dated  September  17,  1993 is hereby  incorporated  herein by
     reference as exhibit 10.4.

99.5 Amended and Restated  Agreement and  Certificate of Limited  Partnership of
     Dallas  County  Housing,  Ltd.  filed  as  exhibit  10.3 to  Post-Effective
     Amendment  No.  2  to  Form  S-11  dated   September  17,  1993  is  hereby
     incorporated herein by reference as exhibit 10.5.

99.6 Amended and Restated Agreement of Limited  Partnership of La Paloma Del Sol
     Phase II  Limited  Partnership  filed  as  exhibit  10.4 to  Post-Effective
     Amendment  No.  2  to  Form  S-11  dated   September  17,  1993  is  hereby
     incorporated herein by reference as exhibit 99.6.

99.7 Second  Amended and Restated  Agreement of Limited  Partnership of Old Fort
     Limited Partnership filed as exhibit 10.5 to Post-Effective Amendment No. 2
     to Form S-11 dated  September  17,  1993 is hereby  incorporated  herein by
     reference as exhibit 99.7.

99.8 Amended and Restated Agreement of Limited  Partnership of Orosi Apartments,
     Ltd. filed as exhibit 10.6 to  Post-Effective  Amendment No. 2 to Form S-11
     dated  September  17, 1993 is hereby  incorporated  herein by  reference as
     exhibit 99.8.

99.9 Amended and Restated  Agreement of Limited  Partnership of Sun Manor,  L.P.
     filed as exhibit 10.7 to Post-Effective  Amendment No. 2 to Form S-11 dated
     September  17, 1993 is hereby  incorporated  herein by reference as exhibit
     99.9.

99.10 Amended and Restated Agreement of Limited  Partnership of Venus Retirement
     Village,  Ltd. filed as exhibit 10.8 to  Post-Effective  Amendment No. 2 to
     Form  S-11  dated  September  17,  1993 is  hereby  incorporated  herein by
     reference as exhibit 99.10.

                                       24
<PAGE>

99.11 Second   Amended  and  Restated   Agreement  of  Limited   Partnership  of
     Walnut-Pixley, L.P. filed as exhibit 10.9 to Post-Effective Amendment No. 2
     to Form S-11 dated  September  17,  1993 is hereby  incorporated  herein by
     reference as exhibit 99.11.

99.12 Amended  and  Restated  Agreement  of Limited  Partnership  of Almond View
     Apartments, Ltd. filed as exhibit 10.11 to Form 10K dated December 31, 1993
     is hereby incorporated herein by reference as exhibit 99.12.

99.13 Amended and  Restated  Agreement  of Limited  Partnership  of  Candleridge
     Apartments  of Perry,  L.P. II filed as exhibit  10.1 to Form 8-K dated May
     26, 1994 is hereby incorporated herein by reference as exhibit 99.13.

99.14 Second  Amended and Restated  Agreement of Limited  Partnership of Parlier
     Garden Apts. filed as exhibit 10.2 to Form 8-K dated May 26, 1994 is hereby
     incorporated herein by reference as exhibit 10.14.

10.15 Agreement  of  Limited   Partnership   of  Rosewood   Apartments   Limited
     Partnership  filed as exhibit 10.3 to Form 8-K dated May 26, 1994 is hereby
     incorporated herein by reference as exhibit 99.15.

99.16 Agreement of Limited  Partnership  of Limited  Partnership of Nueva Sierra
     Vista  Associates  filed as exhibit 10.4 to Form 8-K/A  Amendment  No. 1 to
     Current  Report  dated  May  26,  1994 is  hereby  incorporated  herein  by
     reference as exhibit 99.16.

99.17 Amended  and  Restated  Agreement  of Limited  Partnership  of Memory Lane
     Limited Partnership filed as exhibit 10.1 to Form 8-K dated July 7, 1994 is
     hereby incorporated herein by reference as exhibit 99.17.

99.18 Second  Amended and  Restated  Agreement of Limited  Partnership  of Tahoe
     Pines  Apartments  filed as exhibit 10.1 to Form 8-K dated July 27, 1994 is
     hereby incorporated herein by reference as exhibit 10.18.

99.19 Financial Statements of Colonial Village - Roseville,  for the years ended
     December 31, 2006, 2005 and 2004 together with Independent Auditors' Report
     thereon; a significant subsidiary of the Partnership.

                                       25
<PAGE>


                               SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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 & Associates, Inc.,
         General Partner



By:      /s/ Wilfred N. Cooper, Jr.
               Wilfred N. Cooper, Jr.,
               President of WNC & Associates, Inc.

Date:   September 8, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.



By:      /s/ Wilfred N. Cooper, Jr.
         --------------------------
         Wilfred N. Cooper, Jr.,
         Chief Executive Officer, President and Director of WNC & Associates,
         Inc. (Chief executive officer)

Date:   September 8, 2009




By:      /s/ Thomas J. Riha
         ------------------
         Thomas J. Riha,
         Senior Vice-President - Chief Financial Officer of WNC & Associates,
         Inc. (Chief financial officer and Chief accounting officer)

Date:   September 8, 2009




By:      /s/ Wilfred N. Cooper, Sr.
         --------------------------
         Wilfred N. Cooper, Sr.,
         Chairman of the Board of WNC & Associates, Inc.

Date:   September 8, 2009



By:      /s/ Kay L. Cooper
         -----------------
         Kay L. Cooper,
         Director of WNC & Associates, Inc.

Date:   September 8, 2009


                                       26