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FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(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, 2001

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: 0-21494


WNC HOUSING TAX CREDIT FUND III, L.P.

California 33-0463432
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)



3158 Redhill Avenue, Suite 120, Costa Mesa, CA 92626

(714) 662-5565

Securities registered pursuant to Section12(b) of the Act:

NONE

Securities registered pursuant to section12(g) of the Act:

UNITS OF LIMITED PARTNERSHIP INTEREST



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|
1




State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

INAPPLICABLE


DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following docuFments 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 seFFcurity 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



2


UNIT I.
Item 1. Business

Organization

WNC Housing Tax Credit Fund III, L.P. ("the Partnership") is a California
Limited Partnership formed under the laws of the State of California on May 10,
1991. The Partnership was formed to acquire limited partnership interests in
other limited partnerships or limited liability companies ("Local Limited
Partnerships") which own multifamily apartment complexes that are eligible for
low-income housing federal and, in some cases, California income tax credits
(the "Low Income Housing Credit").

The general partner of the Partnership is WNC Tax Credit Partners, L.P. ("TCP"
or the "General Partner"). The general partners of TCP are WNC & Associates,
Inc. ("Associates") and Wilfred N. Cooper, Sr. Wilfred N. Cooper, Sr., through
the Cooper Revocable Trust, owns 66.8% of the outstanding stock of Associates.
John B. Lester, Jr. was the original limited partner of the Partnership and
owns, through the Lester Family Trust, 28.6% of the outstanding stock of
Associates. Wilfred N. Cooper, Jr., President of Associates, owns 3.6% of the
outstanding stock of Associates. The business of the Partnership is conducted
primarily through Associates, as the Partnership has no employees of its own.

Pursuant to a registration statement filed with the Securities and Exchange
Commission on January 2, 1992, the Partnership commenced a public offering of
15,000 Units of Limited Partnership Interest ("Units") at a price of $1,000 per
Unit. As of the close of the public offering on September 30, 1993, a total of
15,000 Units representing $15,000,000 had been sold. Holders of Units are
referred to herein as "Limited Partners."

Description of Business

The Partnership's principal business objective is to provide its Limited
Partners with Low Income Housing Credits. The Partnership's principal business
therefore consists of investing as a limited partner or non-managing member in
Local Limited Partnerships each of which will own and operate a multi-family
housing complex (the "Housing Complex") which will qualify for the Low Income
Housing Credit. In general, under Section 42 of the Internal Revenue Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
to reduce Federal taxes otherwise due in each year of a ten-year period. In
general, under Section 17058 of the California Revenue and Taxation Code, an
owner of low-income housing can receive the Low Income Housing Credit to be used
against California taxes otherwise due in each year of a four-year period. The
Housing Complex is subject to a fifteen-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 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 15 or more years in the future, 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 Partnership's assets and the disposition of the
proceeds, if any, in accordance with the Partnership's Agreement of Limited
Partnership, as amended by Supplements thereto (the "Partnership Agreement"),
will be able to be accomplished promptly at the end of the 15-year 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 Credits.


3




As of March 31, 2001, the Partnership had invested in forty-eight Local Limited
Partnerships. Each of these Local Limited Partnerships owns a Housing Complex
that is eligible for the federal FLow Income Housing Credit. Certain Local
Limited Partnerships may also benefit from government programs promoting low- or
moderate-income housing.

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the Low Income Housing Credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are subject to mortgage
indebtedness. If a Local Limited Partnership does not make its mortgage
payments, the lender could foreclose resulting in a loss of the Housing Complex
and Low Income Housing Credits. As a limited partner or non-managing member of
the Local Limited Partnerships, the Partnership will have very limited rights
with respect to management of the Local Limited Partnerships, and will rely
totally on the general partners or managing members of the Local Limited
Partnerships for management of the Local Limited Partnerships. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including unemployment conditions, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the Housing
Complexes and the Partnership. In addition, each Local Limited Partnership is
subject to risks relating to environmental hazards and natural disasters, which
might be uninsurable. Because the Partnership's operations will depend on these
and other factors beyond the control of the General Partner and the Local
General Partners, there can be no assurance that the anticipated Low Income
Housing Credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the Low Income Housing Credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the Low
Income Housing Credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All Partnership management
decisions are made by the General Partner.

As a limited partner or non-managing member, the Partnership's liability for
obligations of each Local Limited Partnership is limited to its investment. The
Local General Partners of each Local Limited Partnership retain responsibility
for developing, constructing, maintaining, operating and managing the Housing
Complexes.

Item 2. Properties

Through its investments in Local Limited Partnerships, the Partnership holds
limited partnership interests in the Housing Complexes. The following table
reflects the status of the forty-eight Housing Complexes as of the dates and for
the periods indicated:



4








----------------------- -------------------------------
As of March 31, 2001 As of December 31, 2000
----------------------- -------------------------------
Partnership's Amount of Encumbrances
Total Investment Investment Estimated Low of Local
General Partner in Local Limited Paid to Number Income Housing Limited
Partnership Name Location Name Partnerships Date of Units Occupancy Credits Partnerships
- ------------------------------------------------------------------------------------------------------------------------------------




Beaumont Elderly Beaumont, Donald W. Sowell
Housing, L.P. Mississippi $ 229,000 $ 229,000 30 87% $ 462,000 $ 927,000

Brownfield Seniors Brownfield, Winston Sullivan
Community, Ltd. Texas 147,000 147,000 24 100% 292,000 687,000

Buffalo Apartments, Buffalo, Donald W. Sowell
Ltd. Texas 91,000 91,000 24 100% 177,000 412,000

Cambridge Court Grottoes, The Humphrey Companies
Associates Limited Virginia
Partnership 254,000 254,000 39 100% 557,000 1,323,000

Candleridge Bondurant, Eric A. Sheldahl
Apartments of
Bondurant L.P. Iowa 99,000 99,000 23 96% 222,000 598,000

Candleridge Waukee, Eric A. Sheldahl
Apartments of Iowa
Waukee
L.P. 101,000 101,000 23 100% 227,000 652,000

Carlinville Carlinville, Kenneth M. Vitor
Associates I, L.P. Illinois 105,000 105,000 20 75% 208,000 501,000

Cherokee Housing, Ltd. Cedar Bluff, Thomas H. Cooksey
Alabama And Apartment
Developers, Inc. 110,000 110,000 19 100% 272,000 620,000

Chester Associates Chester, Kenneth M. Vitor
I, a Limited Illinois
Partnership 159,000 159,000 24 88% 358,000 691,000

Clinton Terrace Albany, Eddie C. Dalton
Apartments, Ltd. Kentucky 138,000 138,000 24 100% 290,000 767,000






5








----------------------- -------------------------------
As of March 31, 2001 As of December 31, 2000
----------------------- -------------------------------
Partnership's Amount of Encumbrances
Total Investment Investment Estimated Low of Local
General Partner in Local Limited Paid to Number Income Housing Limited
Partnership Name Location Name Partnerships Date of Units Occupancy Credits Partnerships
- -----------------------------------------------------------------------------------------------------------------------------------





Coffeeville Housing Coffeeville Thomas H. Cooksey
Ltd. Alabama and Apartment
Developers, Inc. 103,000 103,000 19 84% 239,000 543,000
Coosa County Housing, Rockford, Thomas H. Cooksey
Ltd. Alabama and Apartment
Developers, Inc. 103,000 103,000 19 89% 265,000 560,000

Crockett Manor, Ltd. Crockett, Jean Johnson
Texas 184,000 184,000 40 95% 383,000 893,000

Crockett Manor Crockett, Jean Johnson
SeniorCitizens Texas
Complex, Ltd. 203,000 203,000 36 100% 446,000 1,020,000

Delta Manor Techula Glenn D. Miller
L.p Mississippi 227.000 227.000 36 97% 499.000 1,232.000
Eupora Apartments, Eupora, Richard Tenhet and
L.P. Mississippi Geraldine Tenhet 138,000 138,000 36 94% 310,000 1,202,000

Fairview Village V, Carroll, Kevin A. Bier
Limited Partnership Iowa 119,000 119,000 20 95% 273,000 591,000

Fox Lake Manor Fox Lake, William E. Paschke,
Wisconsin Jr. and Robert E.
Limited Partnership Campbell 84,000 84,000 12 50% 161,000 373,000

Ft. Deposit Housing, Fort Deposit, Thomas H. Cooksey and
Ltd. Alabama Apartment Developers,
Inc. 127,000 127,000 23 100% 330,000 702,000

Gulf Coast Gulfport, Philip Napier
Apartments, L.P. Mississippi 320,000 320,000 59 97% 698,000 1,432,000






6






----------------------- -------------------------------
As of March 31, 2001 As of December 31, 2000
----------------------- -------------------------------
Partnership's Amount of Encumbrances
Total Investment Investment Estimated Low of Local
General Partner in Local Limited Paid to Number Income Housing Limited
Partnership Name Location Name Partnerships Date of Units Occupancy Credits Partnerships
- ---------------------------------------------------------------------------------------------------------------------------------



Gulf Coast Apartments Long Beach, Philip Napier
of Long Beach, L.P. Mississippi 315,000 315,000 60 98% 685,000 1,445,000

Heritage Colonial Blackshear, Robert J. Deharder
Homes, L.P. Georgia and Jacqueline F.
McPhillips 125,000 115,000 20 100% 126,000 525,000


HOI Limited Benson,North Housing
Partnership of Carolina Opportunities, Inc. 269,000 269,000 50 98% 577,000 1,200,000
Benson

HOI Limited Dallas, North Housing
Partnership of Dallas Carolina Opportunities, Inc. 366,000 366,000 60 100% 787,000 1,702,000

HOI Limited Dunn,North Carolina Housing
Partnership of Dunn Opportunities, Inc. 170,000 170,000 34 94% 366,000 820,000

HOI Limited Kings Housing
Partnership of Kings Mountain, Opportunities,
Mt. North Carolina 262,000 262,000 46 98% 563,000 1,230,000

HOI Limited Sanford, North Housing
Partnership of Lee Carolina Opportunities, Inc. 419,000 419,000 78 94% 901,000 1,982,000

HOI Limited Sanford, North Housing
Partnership of Carolina Opportunities, Inc. 277,000 277,000 50 90% 594,000 1,251,000
Sanford

HOI Limited Selma, North Opportunities, Inc.
Partnership of Selma Carolina 271,000 271,000 58 88% 582,000 1,213,000

Killbuck Limited Killbuck, Georg E. Maharg 151,000 151,000 24 96% 338,000 432,000
Partnership Ohio



7






----------------------- -------------------------------
As of March 31, 2001 As of December 31, 2000
----------------------- -------------------------------
Partnership's Amount of Encumbrances
Total Investment Investment Estimated Low of Local
General Partner in Local Limited Paid to Number Income Housing Limited
Partnership Name Location Name Partnerships Date of Units Occupancy Credits Partnerships
- -----------------------------------------------------------------------------------------------------------------------------


Lake Ridge Tiptonville, Lewis Beasley, Jr
Apartments, L.P. Tennessee and Carol Beasley 317,000 317,000 44 98% 647,000 1,460,000

Levelland Manor, L.P. Levelland, 1600 Capital
Texas Company 175,000 175,000 36 92% 393,000 904,000

Logan Park Associates Caldwell, Riley J. Hill
Limited Partnership Idaho 571,000 571,000 50 100% 1,281,00 2,274,000

Meadow Run Associates Gordonsville, The Humphrey
Limited Partnership Virginia Companies 302,000 302,000 43 100% 662,000 1,490,000

Oakdale Senior Oakdale, Oakdale Senior
California Housing Corporation
Housing Limited
Partnership 919,000 919,000 80 100% 2,110,000 2,999,000

Orange Beach Housing, Orange Beach, Thomas H. Cooksey
Ltd. Alabama and Apartment
Developers, Inc. 229,000 208,000 31 97% 472,000 1,089,000
Parks I Limited Chatham,
Virginia Sallie B. Garst and
Partnership Lillien S. Brown 253,000 253,000 39 100% 568,000 1,242,000

Post Manor, L.P. Post,
Texas 1600 Capital
Company 117,000 117,000 24 92% 263,000 601,000
Red Bud Associates Red Bud, Kenneth M. Vitor
I,a Limited Illinois
Partnership 135,000 135,000 20 70% 303,000 599,000

Steeleville Steeleville, Kenneth M. Vitor 110,000 110,000 16 81% 247,000 538,000
Associates I, a Illinois
Limited Partnership





8






----------------------- -------------------------------
As of March 31, 2001 As of December 31, 2000
----------------------- -------------------------------
Partnership's Amount of Encumbrances
Total Investment Investment Estimated Low of Local
General Partner in Local Limited Paid to Number Income Housing Limited
Partnership Name Location Name Partnerships Date of Units Occupancy Credits Partnerships
- --------------------------------------------------------------------------------------------------------------------------------



Tanglewood Limited Frankfurt, Georg E. Maharg an
Partnership Ohio Maharg Realty, Inc. 212,000 212,000 36 94% 475,000 1,065,000

Village Lane Farmington, ERC Properties, Inc.
Properties, a Limited
Partnership Arkansas 168,000 168,000 36 100% 370,000 886,000

Whitted Forest Hillsborough, Hillsborough
Limited Partnership North Affordable Housing
Carolina Corporation 685,000 685,000 35 100% 1,572,00 1,018,000
Wilcam Housing, Ltd. Camden,
Alabama Thomas H. Cooksey
andApartment
Developers, Inc. 126,000 106,000 19 84% 299,000 621,000
Wills Point Manor, Wills Point, 1600 Capital
L.P. Texas Company 124,000 124,000 24 100% 277,000 628,000

Windmere Associates Lexington, The Humphrey
Limited Partnership Virginia Companies 291,000 291,000 38 100% 539,000 1,483,000

Woodlands Apartments, Mount 1600 Capital
L.P. Pleasant, Company
Texas 239,000 239,000 48 85% 537,000 1,252,000
Woodview Limited Chillicothe, Michael K. Moore
Partnership Illinois
and Glassford,
Illinois

269,000 269,000 36 100% 362,000 1,194,000
------- ------- -- ---- ------- ---------


$10,908,000 $10,857,000 1,685 94% $23,565,000 $48,871,000
============ ========== ======= =============== ==============





9





------------------------------------------
For the year ended December 31, 2000
------------------------------------------
Low Income
Housing Credits
Allocated to
Partnership Name Rental Income Net Income/(loss) Partnership
---- --------------------------------------------------------------------------------------------------------


Beaumont Elderly
Housing, L.P. $ 97,000 $ (26,000) 99%

Brownfield Seniors
Community, Ltd. 85,000 (9,000) 99%

Buffalo Apartments,
Ltd. 92,000 12,000 99%

Cambridge Court
Associates Limited
Partnership 135,000 (25,000) 99%

Candleridge
Apartments o
Bondurant L.P. 126,000 (2,000) 99%

Candleridge
Apartments of
Waukee L.P. 135,000 (3,000) 99%

Carlinville Associates
I, L.P. 86,000 (8,000) 99%

Cherokee Housing, Ltd. 69,000 (10,000) 99%

Chester Associates I, a Limited
Partnership 63,000 (39,000) 99%

Clinton Terrace Apartments, Ltd. 80,000 (5,000) 99%

Coffeeville Housing, Ltd. 57,000 (12,000) 99%

Coosa County Housing, Ltd. 60,000 (8,000) 99%

Crockett Manor, Ltd. 144,000 (20,000) 99%

Crockett Manor Senior Citizens
Complex, Ltd. 117,000 (6,000) 99%

Delta Manor, L.P. 145,000 (37,000) 99%

Eupora Apartments, L.P. 108,000 (24,000) 99%

Fairview Village V, Limited
Partnership 67,000 (14,000) 99%


Fox Lake Manor Limited Partnership 26,000 (17,000) 99%

Ft. Deposit Housing, Ltd. 77,000 (14,000) 99%

Gulf Coast Apartments, L.P. 184,000 (44,000) 99%




10











--------------------------------------------
For the year ended December 31, 2000
--------------------------------------------
Low Income
Housing Credits
Allocated to
Partnership Name Rental Income Net Income/(loss) Partnership
------------------------------------------------------------------------------------------- ------------------

Gulf Coast Apartments of Long
Beach, L.P. 216,000 (46,000) 99%

Heritage Colonial Homes, L.P. 67,000 (8,000) 99%

HOI Limited Partnership of Benson 191,000 (12,000) 99%

HOI Limited Partnership of Dallas 218,000 (54,000) 99%

HOI Limited Partnership of Dunn 117,000 (15,000) 99%

HOI Limited Partnership of Kings Mt. 150,000 (35,000) 99%

HOI Limited Partnership of Lee 286,000 (69,000) 99%

HOI Limited Partnership of Sanford 200,000 (54,000) 99%

HOI Limited Partnership of Selma 223,000 (27,000) 99%

Killbuck Limited Partnership 61,000 (11,000) 99%

Lake Ridge Apartments, L.P. 138,000 (68,000) 99%

Levelland Manor, L.P. 111,000 (36,000) 99%

Logan Park Associates Limited
Partnership 402,000 (20,000) 99%

Meadow Run Associates Limited
Partnership 155,000 (36,000) 99%

Oakdale Senior Housing Limited
Partnership 329,000 (210,000) 99%

Orange Beach Housing, Ltd. 107,000 (31,000) 99%

Parks I Limited Partnership 212,000 (24,000) 99%

Post Manor, L.P. 62,000 (37,000) 99%

Red Bud Associates I, a Limited
Partnership 52,000 (39,000) 99%


11




---------------------------------------------
For the year ended December 31, 2000
---------------------------------------------

Low Income
Housing Credits
Allocated to
Partnership Name Rental Income Net Income/(loss) Partnership
-------------------------------------------------------------------------------------------------------------


Steeleville Associates I, a
Limited Partnership 48,000 (21,000) 99%

Tanglewood Limited Partnership 107,000 (28,000) 99%

Village Lane Properties, a
Limited Partnership 177,000 (22,000) 99%

Whitted Forest Limited Partnership 177,000 (44,000) 99%

Wilcam Housing, Ltd. 60,000 (25,000) 99%

Wills Point Manor, L.P. 81,000 (21,000) 99%

Windmere Associates Limited
Partnership 168,000 (29,000) 99%

Woodlands Apartments, L.P. 152,000 (39,000) 99%

Woodview Limited Partnership 149,000 (49,000) 99%
--------- --------

$ 6,369,000 $(1,421,000)
=========== ============


12



Item 3. Legal Proceedings

NONE.

Item 4. Submission of Matters to a Vote of Security Holders

NONE.

PART II.

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Item 5a.

(a) The 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 Unit and none exists. Units can be assigned only if
certain requirements in the Partnership Agreement are satisfied.

(b) At March 31, 2001, there were 1,038 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.

(d) No unregistered securities were sold by the Partnership during the year
ended March 31, 2001.

Item 5b.

NOT APPLICABLE

Item 6. Selected Financial Data Selected balance sheet information for the
Partnership is as follows:



March 31 December 31
--------------------------------------- ----------------------------------------

2001 2000 1999 1998 1997 1996
----------- ---------- ------------ ------------ ------------ -----------


ASSETS
Cash and cash equivalents $ 310,526 $ 330,386 $ 335,746 $ 338,486 $ 333,368 $ 448,311
Investments in limited
partnerships, net 2,387,646 3,533,290 4,556,343 4,811,538 5,923,350 7,221,643
Other assets - - - - - 531
----------- ---------- ------------ ------------ ------------ -----------

$ 2,698,172 $ 3,863,676 $ 4,892,089 $ 5,150,024 $ 6,256,718 $ 7,670,485
=========== ========== ============ ============ ============ ===========

LIABILITIES
Due to limited
partnerships $ 50,818 $ 50,818 $ 50,818 $ 50,818 $ 50,818 $ 50,818
Accrued fees and expenses
due to general partner
and affiliates 1,850,328 1,581,300 1,295,236 1,225,414 923,399 750,497

PARTNERS' EQUITY 797,026 2,231,558 3,546,035 3,873,792 5,282,501 6,869,170
----------- ---------- ------------ ------------ ------------ -----------

$ 2,698,172 $ 3,863,676 $ 4,892,089 $ 5,150,024 $ 6,256,718 $ 7,670,485
=========== ========== ============ ============ ============ ===========


13



Selected results of operations, cash flows, and other information for the
Partnership is as follows for the periods indicated:



For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------ ------------------------ -------------------------------------

2001 2000 1999 1998 1998 1997 1996
----------- ----------- ----------- ---------- ---------- ---------- -----------
(Unaudited)


Loss from operations $ (353,285) $ (354,817) $ (96,591) $ (86,217) $ (360,770) $ (356,655) $ (425,201)
Equity in losses of
limited
partnerships (1,081,247) (959,660) (231,166) (292,600) (1,047,939) (1,230,014) (1,406,638)
----------- ----------- ----------- ---------- ---------- ---------- -----------



Net loss $ (1,434,532) $ (1,314,477) $ (327,757) $ (378,817) $(1,408,709) $(1,586,669) $(1,831,839)
=========== =========== ============= ========== =========== ========== ===========

Net loss allocated to:

General partner $ (14,345) $ (13,145) $ (3,278) $ (3,788) $ (14,087) $ (15,866) $ (18,318)
=========== =========== ============ ========== ========== ========== ===========

Limited partners $ (1,420,187) $(1,301,332) $ (324,479) $ (375,029) $(1,394,622) $(1,570,803) $ 1,813,521)
=========== =========== ============ ========== ========== ========== ==========

Net loss per limited
partner unit $ (94.68) $ (86.76) $ (21.63) $ (25.00) $ (92.97) $ (104.72) $ (120.90)
=========== =========== =========== ========== ========== ========== ==========

Outstanding weighted
limited partner
units 15,000 15,000 15,000 15,000 15,000 15,000 15,000
=========== ========== ========== ========= ========= ======== =======





For the Years Ended For the Three Months For the Years Ended
March 31 Ended March 31 December 31
------------------------ ------------------------ -------------------------------------

2001 2000 1999 1998 1998 1997 1996
----------- ----------- ----------- ---------- ---------- ---------- -----------
(Unaudited)


Net cash provided by
(used in):

Operating activities $ (37,009) $ (21,505) $ (14,957) $ (463) $( 11,507) $(135,974) $ (73,931)
Investing activities 17,149 16,145 12,217 11,569 16,625 21,031 2,590
----------- ----------- ----------- ---------- ---------- --------- -----------

Net change in cash and
cash equivalents (19,860) (5,360) (2,740) 11,106 5,118 (114,943) (71,341)

Cash and cash
equivalents,
beginning of period 330,386 335,746 338,486 333,368 333,368 448,311 519,652
----------- ---------- ----------- ---------- --------- --------- ----------

Cash and cash
equivalents,
end of period $ 310,526 $ 330,386 $ 335,746 $ 344,474 $ 338,486 $ 333,368 $ 448,311
========== =========== =========== ========== ========== ======== ==========


14







Low Income Housing Credit per Unit was as follows for the years ended December
31:


2000 1999 1998 1997 1996
------------- ------------- ------------- ------------- -------------

Federal $ 157 $ 157 $ 157 $ 157 $ 157

State - - - - -
------------- ------------- ------------- ------------- -------------

Total $ 157 $ 157 $ 157 $ 157 $ 157
============= ============= ============= ============= =============



15





Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations

Forward Looking Statements

With the exception of the discussion regarding historical information,
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and other discussions elsewhere in this Form 10-K contain forward
looking statements. Such statements are based on current expectations subject to
uncertainties and other factors which may involve known and unknown risks that
could cause actual results of operations to differ materially from those
projected or implied. Further, certain forward-looking statements are based upon
assumptions about future events which may not prove to be accurate.

Risks and uncertainties inherent in forward looking statements include, but are
not limited to, our future cash flows and ability to obtain sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical results are not necessarily indicative of the operating results for
any future period.

Subsequent written and oral forward looking statements attributable to us or
persons acting on our behalf are expressly qualified in their entirety by
cautionary statements in this Form 10-K and in other reports we filed with the
Securities and Exchange Commission. The following discussion should be read in
conjunction with the Consolidated Financial Statements and the Notes thereto
included elsewhere in this filing.

Financial Condition

The Partnership's assets at March 31, 2001 consisted primarily of $311,000 in
cash and aggregate investments in the forty-eight Local Limited Partnerships of
$2,388,000. Liabilities at March 31, 2001 primarily consisted of $1,850,000 of
accrued annual management fees due to the General Partner.

Results of Operations

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. The
Partnership's net loss for the year ended March 31, 2001 was $(1,435,000),
reflecting an increase of $120,000 from the net loss experienced for the year
ended March 31, 2000. The increase in net loss is primarily due to equity in
losses from limited partnerships which increased by $121,000 to $(1,081,000) for
the year ended March 31, 2001 from $(960,000) for the year ended December 31,
1998. This increase in equity in losses of limited partnerships is due to the
reduction of the respective net acquisition fee component of investments in
Local Limited Partnerships to zero for those Local Limited Partnerships which
would otherwise be below a zero balance. This increase was offset by the
Partnership not recognizing certain losses of the Local Limited Partnerships.
The investments in such Local Limited Partnerships had reached $0 at March 31,
2001. Since the Partnership's liability with respect to its investments is
limited, losses in excess of investment are not recognized. In addition, as the
investment in such Local Limited Partnerships had reached $0, distributions
received after the investment balance reached $0 were recognized as distribution
income, which resulted in an increase in distribution income of $8,000.

Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. The
Partnership's net loss for the year ended March 31, 2000 was $(1,314,000),
reflecting a decrease of $95,000 from the net loss experienced for the year
ended December 31, 1998. The decline in net loss is primarily due to equity in
losses from limited partnerships which declined by $88,000 to $(960,000) for the
year ended March 31, 2000 from $(1,048,000) for the year ended December 31,
1998. This decrease was a result of the Partnership not recognizing certain
losses of the Local Limited Partnerships. The investments in such Local Limited
Partnerships had reached $0 at March 31, 2000. Since the Partnership's liability
with respect to its investments is limited, losses in excess of investment are
not recognized. In addition, as the investment in such Local Limited
Partnerships had reached $0, distributions received after the investment balance
reached $0 were recognized as distribution income, which resulted in an increase
in distribution income of $4,000.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
The Partnership's net loss for the three months ended March 31, 1999 was
$(328,000), reflecting a decrease of $51,000 from the net loss experienced for
the three months ended March 31, 1998. The decline in net loss is primarily due
to equity in

16





losses of limited partnerships which declined by $62,000 to $(231,000) for the
three months ended March 31, 1999 from $(293,000) for the three months ended
March 31, 1998. This decrease was a result of the Partnership not recognizing
certain losses of the Local Limited Partnerships. The investments in such Local
Limited Partnerships reached $0 during the period from March 31, 1998 to March
31, 1999. Since the Partnership's liability with respect to its investments is
limited, losses in excess of investment are not recognized. The reduction in
equity losses recognized was partially offset by an increase in loss from
operations of $11,000 to $(97,000) for the three months ended March 31, 1999
from $(86,000) for the three months ended March 31, 1998, due to a comparable
increase in office expense allocations, partially offset by an increase in
interest income.

Cash Flows

Year Ended March 31, 2001 Compared to Year Ended March 31, 2000. Net cash used
during the year ended March 31, 2001 was $(20,000), compared to net cash
decrease for the year ended March 31, 2000 of $(5,000). The change was due
primarily to an increase in cash paid to the General Partner for annual
management fees of $20,000, offset by interest and distribution income.

Year Ended March 31, 2000 Compared to Year Ended December 31, 1998. Net cash
used during the year ended March 31, 2000 was $(5,000), compared to net cash
increase for the year ended December 31, 1998 of $5,000. The change was due
primarily to an increase in cash paid to the General Partner for annual
management fees of $10,000.

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998.
Net cash used during the three months ended March 31,1999 was $(3,000) compared
to a net cash increase of $11,000 for the three months ended March 31, 1998. The
change was due primarily to an increase in operating costs paid to third
parties.

During the years ended March 31, 2001 and 2000, the three months ended March 31,
1999 and the year ended December 31, 1998, accrued payables, which consist
primarily of related party management fees due to the General Partner, increased
by $269,000, $286,000, $70,000 and $302,000, respectively. The General Partner
does not anticipate that these accrued fees will be paid in full until such time
as capital reserves are in excess of future foreseeable working capital
requirements of the Partnership.

The Partnership expects its future cash flows, together with its net available
assets at March 31, 2001, to be sufficient to meet all currently foreseeable
future cash requirements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

NOT APPLICABLE

Item 8. Financial Statements and Supplementary Data



17



REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


To the Partners
WNC Housing Tax Credit Fund III, L.P.

We have audited the accompanying balance sheets of WNC Housing Tax Credit Fund
III, L.P. (a California Limited Partnership) (the "Partnership") as of March 31,
2001 and 2000, and the related statements of operations, partners' equity
(deficit) and cash flows for the years ended March 31, 2001 and 2000, the three
months ended March 31, 1999 and the year ended December 31, 1998. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. A significant portion of the financial statements of the limited
partnerships in which the Partnership is a limited partner were audited by other
auditors whose reports have been furnished to us. As discussed in Note 2 to the
financial statements, the Partnership accounts for its investments in limited
partnerships using the equity method. The portion of the Partnership's
investment in limited partnerships audited by other auditors represented 60% and
59% of the total assets of the Partnership at March 31, 2001 and 2000,
respectively. Our opinion, insofar as it relates to the amounts included in the
financial statements for the limited partnerships which were audited by others,
is based solely on the reports of the other auditors.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits and the reports of
the other auditors provide a reasonable basis for our opinion.

In our opinion, based on our audits and the reports of the other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of WNC Housing Tax Credit Fund III, L.P. (a California
Limited Partnership) as of March 31, 2001 and 2000, and the results of its
operations and its cash flows for the years ended March 31, 2001 and 2000, the
three months ended March 31, 1999 and the year ended December 31, 1998, in
conformity with accounting principles generally accepted in the United States of
America.


/s/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
June 1, 2001



18



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

BALANCE SHEETS





See accompanying notes to financial statements



March 31
------------------------------

2001 2000
------------- --------------

ASSETS


Cash and cash equivalents $ 310,526 $ 330,386
Investments in limited partnerships, net (Notes 2 and 3) 2,387,646 3,533,290
------------- --------------

$ 2,698,172 $ 3,863,676
============= ==============

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
Due to limited partnerships (Note 4) $ 50,818 $ 50,818
Accrued fees and expenses due to General
Partner and affiliates (Note 3) 1,850,328 1,581,300
------------- --------------

Total liabilities 1,901,146 1,632,118
------------- --------------

Commitments and contingencies

Partners' equity (deficit):
General partner (32,551 ) (18,206 )
Limited partners (15,000 units authorized;
15,000 units issued and outstanding) 829,577 2,249,764
------------- -----------

Total partners' equity 797,026 2,231,558
------------- ------------

$ 2,698,172 $ 3,863,676
============= ==============




19




WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

STATEMENTS OF OPERATIONS







For the Years Ended March For the Three For the Year
Months Ended Ended December
31 March 31 31
---------------------------- ----------------- -----------------

2001 2000 1999 1998
------------ ------------- ----------------- -----------------



Interest income $ 18,117 $ 15,793 $ 3,646 $ 14,043
Distribution income (Note 2) 12,220 3,793 500 -
Other income - 3,220 - -
------------ ------------- ----------------- -----------------

Total income 30,337 22,806 4,146 14,043
------------ ------------- ----------------- -----------------

Operating expenses:
Amortization (Note 2) 47,248 47,248 11,812 47,248
Asset management fees (Note 3) 299,028 299,027 74,868 299,473
Office 37,346 31,348 14,057 28,092
------------ ------------- ----------------- -----------------

Total operating expenses 383,622 377,623 100,737 374,813
------------ ------------- ----------------- -----------------

Loss from operations (353,285) (354,817) (96,591) (360,770)

Equity in losses of limited
partnerships (Note 2) (1,081,247) (959,660) (231,166) (1,047,939)
------------ ------------- ----------------- -----------------


Net loss $ (1,434,532)$ (1,314,477) $ (327,757) $ (1,408,709)
============ ============= ================= =================

Net loss allocated to:

General partner $ (14,345)$ (13,145)$ (3,278)$ (14,087)
============ ============= ================= =================


Limited partners $ (1,420,187) $ (1,301,332) $ (324,479) $ (1,394,622 )
============ ============= ================== =================


Net loss per limited partnership unit $ (94.68 )$ (86.76) $ (21.63 )$ (92.97 )
============ ============= ================== =================

Outstanding weighted limited partner
units 15,000 15,000 15,000 15,000
============ ============= ================= =================



See accompanying notes to financial statements


20




WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

STATEMENTS OF PARTNERS' EQUITY (DEFICIT)

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998




General Limited
Partner Partners Total
--------------- --------------- ---------------


Partners' equity at January 1, 1998 $ 12,304 $ 5,270,197 $ 5,282,501

Net loss (14,087) (1,394,622) (1,408,709)
--------------- --------------- ---------------

Partners' equity (deficit) at December 31, 1998 (1,783) 3,875,575 3,873,792

Net loss (3,278) (324,479) (327,757)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 1999 (5,061) 3,551,096 3,546,035

Net loss (13,145) (1,301,332) (1,314,477)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 2000 (18,206) 2,249,764 2,231,558

Net loss (14,345) (1,420,187) (1,434,532)
--------------- --------------- ---------------

Partners' equity (deficit) at March 31, 2001 $ (32,551) $ 829,577 $ 797,026
=============== =============== ===============


See accompanying notes to financial statements


21




WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

STATEMENTS OF CASH FLOWS







For the Years Ended For the Three For the Year
Months Ended Ended December
March 31 March 31 31
------------------------------ ---------------- ----------------

2001 2000 1999 1998
------------ -------------- ---------------- ----------------

Cash flows from operating activities:


Net loss $ (1,434,532) $ (1,314,477) $ (327,757) $ (1,408,709)
Adjustments to reconcile net loss to
net cash used in operating
activities:
Amortization 47,248 47,248 11,812 47,248
Equity in losses of limited
partnerships 1,081,247 959,660 231,166 1,047,939
Change in accrued fees and
expenses due to General Partner
and affiliates 269,028 286,064 69,822 302,015
------------ -------------- ---------------- ----------------

Net cash used in operating activities (37,009) (21,505) (14,957) (11,507)
------------ -------------- ---------------- ----------------

Cash flows from investing activities:
Distributions from limited
partnerships 17,149 16,145 12,217 16,625
------------ -------------- ---------------- ----------------

Net increase (decrease) in cash and
cash equivalents (19,860) (5,360) (2,740) 5,118

Cash and cash equivalents, beginning
of period 330,386 335,746 338,486 333,368
------------ -------------- ---------------- ----------------

Cash and cash equivalents, end of
period $ 310,526 $ 330,386 $ 335,746 $ 338,486
============ ============== ================ ================

SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION:
Taxes paid $ 800 $ 800 $ - $ 800
============ ============== ================ ================


See accompanying notes to financial statements

22



WNC HOUSING TAX CREDIT FUND III, L.P.
(A California Limited Partnership)

NOTES TO FINANCIAL STATEMENTS

For The Years Ended March 31, 2001 and 2000,
For The Three Months Ended March 31, 1999 and
For The Year Ended December 31, 1998



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization

WNC Housing Tax Credit Fund III, L.P., a California Limited Partnership (the
"Partnership"), was formed on May 10, 1991 under the laws of the State of
California. The Partnership was formed to invest primarily in other limited
partnerships (the "Local Limited Partnerships") which own and operate
multi-family housing complexes (the "Housing Complex") that are eligible for low
income housing credits. The local general partners (the "Local General
Partners") of each Local Limited Partnership retain responsibility for
maintaining, operating and managing the Housing Complex.

The general partner is WNC Tax Credit Partners, L.P. (the "General Partner"), a
California limited partnership. WNC & Associates, Inc. ("WNC") and Wilfred N.
Cooper, Sr. are the general partners of the General Partner. Wilfred N. Cooper,
Sr., through the Cooper Revocable Trust owns 66.8% of the outstanding stock of
WNC. John B. Lester was the original limited partner of the Partnership and owns
28.6% of the outstanding stock of WNC. Wilfred N. Cooper, Jr., President of WNC,
owns 3.6% of the outstanding stock of WNC.

The Partnership shall continue in full force and effect until December 31, 2050
unless terminated prior to that date pursuant to the partnership agreement or
law.

The financial statements include only activity relating to the business of the
Partnership, and do not give effect to any assets that the partners may have
outside of their interests in the Partnership, or to any obligations, including
income taxes, of the partners.

The partnership agreement authorized the sale of up to 15,000 units at $1,000
per Unit ("Units"). The offering of Units concluded on September 30, 1993 at
which time 15,000 Units representing subscriptions in the amount of $15,000,000
had been accepted. The General Partner has a 1% interest in operating profits
and losses, taxable income and losses, cash available for distribution from the
Partnership and tax credits. The limited partners will be allocated the
remaining 99% of these items in proportion to their respective investments.

After the limited partners have received proceeds from a sale or refinancing
equal to their capital contributions and their return on investment (as defined
in the Partnership Agreement) and the General Partner has received proceeds
equal to its capital contribution and a subordinated disposition fee (as
described in Note 3) from the remainder, any additional sale or refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.

Change in Reporting Year End

In 1999, the Partnership elected to change its year end for financial reporting
purposes from December 31 to March 31. All financial information reflected in
the financial statements and related footnotes has been adjusted for this change
in year end except for the combined condensed financial information relating to
the Local Limited Partnerships included in Note 2.



23



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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Risks and Uncertainties

The Partnership's investments in Local Limited Partnerships are subject to the
risks incident to the management and ownership of low-income housing and to the
management and ownership of multi-unit residential real estate. Some of these
risks are that the low income housing credit could be recaptured and that
neither the Partnership's investments nor the Housing Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes receive government financing or operating subsidies, they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests; limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations. The Housing Complexes are or will be subject
to mortgage indebtedness. If a Local Limited Partnership does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex and low-income housing credits. As a limited partner of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local Limited Partnerships, and will rely totally on the
Local General Partners of the Local Limited Partnerships for management of the
Local Limited Partnerships. The value of the Partnership's investments will be
subject to changes in national and local economic conditions, including
unemployment conditions, which could adversely impact vacancy levels, rental
payment defaults and operating expenses. This, in turn, could substantially
increase the risk of operating losses for the Housing Complexes and the
Partnership. In addition, each Limited Local Partnership is subject to risks
relating to environmental hazards and natural disasters, which might be
uninsurable. Because the Partnership's operations will depend on these and other
factors beyond the control of the General Partner and the Local General
Partners, there can be no assurance that the anticipated low income housing
credits will be available to Limited Partners.

In addition, Limited Partners are subject to risks in that the rules governing
the low income housing credit are complicated, and the use of credits can be
limited. The only material benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop. All management decisions will
be made by the General Partner.

Method of Accounting for Investments in Limited Partnerships

The Partnership accounts for its investments in limited partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnership's results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's are consistent with those of the Partnership. Costs incurred by
the Partnership in acquiring the investments are capitalized as part of the
investment account and are being amortized over 30 years (See Notes 2 and 3).

Losses from limited partnerships for the year ended December 31, 1998 have been
recorded by the Partnership based on reported results provided by the Local
Limited Partnerships. Losses from limited partnerships for the three months
ended March 31, 1999 have been estimated by management of the Partnership.
Losses from Local Limited Partnerships for the years ended March 31, 2001 and
2000 have been recorded by the Partnership based on nine months of reported
results provided by the Local Limited Partnerships and on three months of
results estimated by management at the Partnership. Losses from Local Limited
Partnerships allocated to the Partnership are not recognized to the extent that
the investment balance would be adjusted below zero.



24


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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998


NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Offering Expenses

Offering expenses consist of underwriting commissions, legal fees, printing,
filing and recordation fees, and other costs incurred with selling limited
partnership interests in the Partnership. The General Partner is obligated to
pay all offering and organization costs in excess of 15% (including sales
commissions) of the total offering proceeds. Offering expenses are reflected as
a reduction of partners' capital and amounted to $2,250,000 at the end of all
periods presented.

Use of Estimates

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period.
Actual results could materially differ from those estimates.

Cash and Cash Equivalents

The Partnership considers all highly liquid investments with remaining
maturities of three months or less when purchased to be cash equivalents. As of
March 31, 2001 and 2000, the Partnership had cash equivalents of $12,288 and
$11,599, respectively.

Concentration of Credit Risk

At March 31, 2001, the Partnership has maintained cash balances at a certain
financial institution in excess of the maximum federally insured amounts.

Net Loss Per Limited Partner Unit

Net loss per limited partnership unit is calculated pursuant to Statement of
Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution and is computed by dividing loss available to limited
partners by the weighted average number of units outstanding during the period.
Calculation of diluted net loss per unit is not required.

Reporting Comprehensive Income

In June 1997, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 130, Reporting Comprehensive Income. This statement establishes
standards for reporting the components of comprehensive income and requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be included in a financial statement that is
displayed with the same prominence as other financial statements. Comprehensive
income includes net income as well as certain items that are reported directly
within a separate component of partners' equity and bypass net income. The
Partnership adopted the provisions of this statement in 1998. For the periods
presented, the Partnership has no elements of other comprehensive income, as
defined by SFAS No. 130.



25




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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998

NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS

As of the periods presented, the Partnership has acquired limited partnership
interests in 48 Local Limited Partnerships, each of which owns one Housing
Complex consisting of an aggregate of 1,685 apartment units. The respective
general partners of the Local Limited Partnerships manage the day-to-day
operations of the entities. Significant Local Limited Partnership business
decisions require approval from the Partnership. The Partnership, as a limited
partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements, of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.

The Partnership's investments in Local Limited Partnerships as reflected in the
balance sheets at March 31, 2001 and 2000, are approximately $2,178,000 and
$1,929,000, respectively, greater than the Partnership's combined equity at the
preceding December 31 as shown in the Local Limited Partnerships' combined
financial statements presented below. This difference is primarily due to
unrecorded losses, as discussed below, acquisition, selection, and other costs
related to the acquisition of the investments which have been capitalized in the
Partnership's investment account and to capital contributions payable to the
limited partnerships which were netted against partner capital in the Local
Limited Partnerships' financial statements. The Partnership's investment is also
lower than the Partnership's equity as shown in the Local Limited Partnership's
combined financial statements due to the losses recorded by the Partnership for
the three month period ended March 31.

Equity in losses of the Local Limited Partnerships is recognized in the
financial statements until the related investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the Partnership will resume applying the equity method only after its share of
such net income equals the share of net losses not recognized during the
period(s) the equity method was suspended.

Distributions received by limited partners are accounted for as a reduction of
the investment balance. Distributions received after the investment has reached
zero are recognized as income.

At March 31, 2001 and 2000, the investment accounts in certain Local Limited
Partnerships have reached a zero balance. Consequently, a portion of the
Partnership's estimate of its share of losses for the years ended March 31, 2001
and 2000 and the three months ended March 31, 1999 amounting to approximately
$329,000, $677,000 and $80,000, respectively, have not been recognized. The
Partnership's share of losses during the year ended December 31, 1998 amounting
to approximately $197,000, have not been recognized. As of March 31, 2001, the
aggregate share of net losses not recognized by the Partnership amounted to
$1,440,000.

Following is a summary of the equity method activity of the investments in
limited partnerships for the periods presented:



For the Years Ended For the Three For the Year
Months Ended Ended
March 31 March 31 December 31
------------------------------- --------------- --------------

2001 2000 1999 1998
-------------- ------------- --------------- -------------


Investments per balance sheet, beginning of

period $ 3,533,290 $ 4,556,343 $ 4,811,538 $ 5,923,350
Equity in losses of limited partnerships (1,081,247) (959,660) (231,166) (1,047,939)
Distributions received (17,149) (16,145) (12,217) (16,625)
Amortization of paid acquisition fees and costs (47,248) (47,248) (11,812) (47,248)
-------------- ------------- --------------- -------------

Investments in limited partnerships, end of
period $ 2,387,646 $ 3,533,290 $ 4,556,343 $ 4,811,538
============== ============= =============== =============

26



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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

The financial information from the individual financial statements of the Local
Limited Partnerships include rental and interest subsidies. Rental subsidies are
included in total revenues and interest subsidies are generally netted against
interest expense. Approximate combined condensed financial information from the
individual financial statements of the Local Limited Partnerships as of December
31 and for the years then ended is as follows:

COMBINED CONDENSED BALANCE SHEETS




2000 1999
--------------- ---------------

ASSETS


Buildings and improvements, net of accumulated

depreciation for 2000 and 1999 of $14,842,000 and

$12,885,000, respectively $ 45,714,000 $ 47,847,000
Land 4,104,000 4,085,000
Due from related parties 35,000 21,000
Other assets 4,889,000 4,684,000
--------------- ---------------

$ 54,742,000 $ 56,637,000
=============== ===============

LIABILITIES

Mortgage loans payable $ 48,871,000 $ 49,486,000
Due to related parties 2,362,000 2,380,000
Other liabilities 1,446,000 1,361,000
--------------- ---------------

52,679,000 53,227,000
--------------- ---------------

PARTNERS' CAPITAL

WNC Housing Tax Credit Fund III, L.P. 210,000 1,604,000
Other partners 1,853,000 1,806,000
--------------- ---------------

2,063,000 3,410,000
--------------- ---------------

$ 54,742,000 $ 56,637,000
=============== ===============


27





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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued

COMBINED CONDENSED STATEMENTS OF OPERATIONS



2000 1999 1998
--------------- --------------- ---------------


Revenues $ 6,616,000 $ 6,566,000 $ 6,439,000
--------------- --------------- ---------------

Expenses:
Operating expenses 4,352,000 4,245,000 3,993,000
Interest expense 1,783,000 1,818,000 1,759,000
Depreciation and amortization 1,902,000 2,109,000 1,944,000
--------------- --------------- ---------------

Total expenses 8,037,000 8,172,000 7,696,000
--------------- --------------- ---------------

Net loss $ (1,421,000)$ (1,606,000) $ (1,257,000)
=============== =============== ===============

Net loss allocable to the Partnership $ (1,407,000)$ (1,590,000) $ (1,245,000)
=============== =============== ===============

Net loss recorded by the Partnership $ (1,081,000)$ (960,000) $ (1,048,000)
=============== =============== ===============



Certain Local Limited Partnerships have incurred significant operating losses
and over 50% have working capital deficiencies. In the event these Local Limited
Partnerships continue to incur significant operating losses, additional capital
contributions by the Partnership and/or the Local General Partner may be
required to sustain the operations of such Local Limited Partnerships. If
additional capital contributions are not made when they are required, the
Partnership's investment in certain of such Local Limited Partnerships could be
impaired and the loss and recapture of the related tax credits could occur.

NOTE 3 - RELATED PARTY TRANSACTIONS

Under the terms of the Partnership Agreement, the Partnership has paid or is
obligated to the General Partner or their affiliates for the following items:

Acquisition fees not to exceed 9% of the gross proceeds from the sale of Units
as compensation for services rendered in connection with the acquisition of
Local Limited Partnerships. At the end of all periods presented, the Partnership
incurred acquisition fees of $1,350,000. Accumulated amortization of these
capitalized costs was $742,886 and $306,370 as of March 31, 2001 and 2000,
respectively. Of the accumulated amortization recorded on the balance sheet at
March 31, 2001, $391,520 of the related expense was refiected as equity in
losses of limited partnerships on the statement of operations driving the fourth
quarter of the year ended March 31,2001 to reduce the respective net acquisition
fee component of investments in local limited partnerships to zero for those
Local Limited Partnerships which would otherwise be below a zero balance.


28




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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998



NOTE 3 - RELATED PARTY TRANSACTIONS, continued

Reimbursement of costs incurred by the General Partner or an affiliate in
connection with the acquisition of Local Limited Partnerships. These
reimbursements have not exceeded 1.6% of the gross proceeds. As of the end
of all periods presented, the Partnership incurred acquisition costs of
$67,423, which have been included in investments in limited partnerships.
Accumulated amortization was $67,423 and $15,134, as of March 31, 2001 and
2000, respectively. Of the accumulated amortization recorded on the balance
sheet at March 31, 2001, $50,037 of the related expense was shown as equity
in losses of limited partnerships on the statement of operations to reduce
the respective net acquisition cost component of investments in local
limited partnerships to zero for those Local Limited Partnerships which
would otherwise be below a zero balance.

An annual asset management fee equal to 0.5% of the invested assets of the
Local Limited Partnerships, including the Partnership's allocable share of
the mortgages. Management fees of $299,028 and $299,027 were incurred
during the years ended March 31, 2001 and 2000, respectively, $74,868
during the three months ended March 31, 1999, and $299,473 were incurred
for the year ended December 31, 1998, of which $30,000 and $10,000 were
paid during the years ended March 31, 2001 and 2000, respectively, and
$4,800 was paid during the three months ended March 31, 1999. No fees were
paid during the year ended December 31, 1998.

A subordinated disposition fee in an amount equalto 1% of the sales price
of real estate sold. Payment of this fee is subordinated to the limited
partners receiving a preferred return of 16% through December 31, 2002 and
6% thereafter (as defined in the Partnership Agreement) and is payable only
if the General Partner or its affiliates render services in the sales
effort.

The accrued fees and expenses due to General Partner and affiliates consist of
the following:



March 31
-----------------------------

2001 2000
------------ ------------


Asset management fees payable $ 1,850,328 $ 1,581,300
------------ ------------

$ 1,850,328 $ 1,581,300
============ ============


The General Partner does not anticipate that these accrued fees will be paid in
full until such time as capital reserves are in excess of future foreseeable
working capital requirements of the Partnership.

NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS

Payables to limited partnerships represent amounts which are due at various
times based on conditions specified in the respective limited partnership
agreements. These contributions are payable in installments and are generally
due upon the limited partnerships achieving certain development and operating
benchmarks (generally within two years of the Partnership's initial investment).

NOTE 5 - INCOME TAXES

No provision for income taxes has been recorded in the accompanying financial
statements as any liability for income taxes is the obligation of the partners
of the Partnership.

29




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

NOTES TO FINANCIAL STATEMENTS - CONTINUED

For the Years Ended March 31, 2001 and 2000,
For the Three Months Ended March 31, 1999 and
For the Year Ended December 31, 1998






NOTE 6 - QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly operations for the years ended March
31, 2001 and 2000 (in thousands, except for per share data).



June 30 September 30 December 31 March 31
--------------- --------------- --------------- ---------------

2001


Income $ 12,156 $ 8,921 $ 5,325 $ 3,935

Operating expenses 92,146 105,276 95,290 90,910

Equity in losses of limited
partnerships (163,100) (139,556) (134,084) (644,507)

Net loss (243,090) (235,911) (224,049) (731,482)

Loss available to limited partners (240,659) (233,552) (221,809) (724,167)

Loss per limited partner unit (16) (16 (15) (48)

2000

Income $ 3,686 3,910 4,348 10,862

Operating expenses 92,459 99,950 94,126 91,088

Equity in losses of limited
partnerships (185,560) (179,799) (174,909 ) (419,392 )

Net loss (274,333) (275,839) (264,687 ) (499,618 )

Loss available to limited partners (271,590) (273,081) (262,040 ) (494,621 )

Loss per limited partner unit (18) (18) (18 ) (33 )






30





Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

NOT APPLICABLE

UNIT III.

Item 10. Directors and Executive Officers of the Registrant

The Partnership has no directors or executive officers of its own. The following
biographical information is presented for the directors and executive officers
of Associates which has principal responsibility for the Partnership's affairs.

Directors and Executive Officers of WNC & Associates, Inc.

The directors of WNC & Associates, Inc. are Wilfred N. Cooper, Sr., who serves
as Chairman of the Board, John B. Lester, Jr., David N. Shafer, Wilfred N.
Cooper, Jr. and Kay L. Cooper. The principal shareholders of WNC & Associates,
Inc. are trusts established by Wilfred N. Cooper, Sr. and John B. Lester, Jr.

Wilfred N. Cooper, Sr., age 70, is the founder, Chairman of the Board, Chief
Executive Officer and a Director of WNC & Associates, Inc., a Director of WNC
Capital Corporation, and a general partner in some of the programs previously
sponsored by the Sponsor. Mr. Cooper has been involved in real estate investment
and acquisition activities since 1968. Previously, during 1970 and 1971, he was
founder and principal of Creative Equity Development Corporation, a predecessor
of WNC & Associates, Inc., and of Creative Equity Corporation, a real estate
investment firm. For 12 years prior to 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. Mr. Cooper is a
Director of the National Association of Home Builders (NAHB) and a National
Trustee for NAHB's Political Action Committee, a Director of the National
Housing Conference (NHC) and a member of NHC's Executive Committee and a
Director of the National Multi-Housing Council (NMHC). Mr. Cooper graduated from
Pomona College in 1956 with a Bachelor of Arts degree.

John B. Lester, Jr., age 67, is Vice-Chairman, a Director and a member of the
Acquisition Committee of WNC & Associates, Inc., and a Director of WNC Capital
Corporation. Mr. Lester has 27 years of experience in engineering and
construction and has been involved in real estate investment and acquisition
activities since 1986 when he joined the Sponsor. Previously, he was Chairman of
the Board and Vice President or President of E & L Associates, Inc., a provider
of engineering and construction services to the oil refinery and petrochemical
industries, which he co-founded in 1973. Mr. Lester graduated from the
University of Southern California in 1956 with a Bachelor of Science degree in
Mechanical Engineering.

Wilfred N. Cooper, Jr., age 38, is President, Chief Operating Officer, a
Director and a member of the Acquisition Committee of WNC & Associates, Inc. He
is President of, and a registered principal with, WNC Capital Corporation, a
member firm of the NASD, and is a Director of WNC Management, Inc. He has been
involved in investment and acquisition activities with respect to real estate
since he joined the Sponsor in 1988. Prior to this, he served as Government
Affairs Assistant with Honda North America in Washington, D.C. Mr. Cooper is a
member of the Advisory Board for LIHC Monthly Report, a Director of NMHC and an
Alternate Director of NAHB. He graduated from The American University in 1985
with a Bachelor of Arts degree.

David N. Shafer, age 49, is Executive Vice President, a Director, General
Counsel, and a member of the Acquisition Committee of WNC & Associates, Inc.,
and a Director and Secretary of WNC Management, Inc. Mr. Shafer has been
involved in real estate investment and acquisition activities since 1984. Prior
to joining the Sponsor in 1990, he was practicing law with a specialty in real
estate and taxation. Mr. Shafer is a Director and 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.

31


Thomas J. Riha, age 46, is Vice President - Asset Management and a member of the
Acquisition Committee of WNC & Associates, Inc. and a Director and Chief
Executive Officer of WNC Management, Inc. Mr. Riha has been involved in
acquisition and investment activities with respect to real estate since 1979.
Prior to joining the Sponsor in 1994, Mr. Riha was employed by Trust Realty
Advisor, a real estate acquisition and management company, last serving as Vice
President - Operations. 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.

Sy P. Garban, age 55, is Vice President - National Sales of WNC & Associates,
Inc. and has been employed by the Sponsor since 1989. Mr. Garban has been
involved in real estate investment activities since 1978. Prior to joining the
Sponsor he served as Executive Vice President of MRW, Inc., a real estate
development and management firm. Mr. Garban is a member of the International
Association of Financial Planners. He graduated from Michigan State University
in 1967 with a Bachelor of Science degree in Business Administration.

N. Paul Buckland, age 38, is Vice President - Acquisitions and a member of the
Acquisitions Committee of WNC & Associates, Inc. He has been involved in real
estate acquisitions and investments since 1986 and has been employed with WNC &
Associates, Inc. since 1994. Prior to that, he served on the development team of
the Bixby Ranch that constructed apartment units and Class A office space in
California and neighboring states, and as a land acquisition coordinator with
Lincoln Property Company where he identified and analyzed multi-family
developments. Mr. Buckland graduated from California State University, Fullerton
in 1992 with a Bachelor of Science degree in Business Finance.

David Turek, age 46, is Vice President - Originations of WNC & Associates, Inc.
He has been involved with real estate investment and finance activities since
1976 and has been employed by WNC & Associates, Inc. since 1996. From 1995 to
1996, Mr. Turek served as a consultant for a national Tax Credit sponsor where
he was responsible for on-site feasibility studies and due diligence analyses of
Tax Credit properties. From 1990 to 1995, he was involved in the development of
conventional and tax credit multi-family housing. He is a Director with the
Texas Council for Affordable Rural Housing and graduated from Southern Methodist
University in 1976 with a Bachelor of Business Administration degree.

Kay L. Cooper, age 64, is a Director of WNC & Associates, Inc. Mrs. Cooper was
the founder and sole proprietor of Agate 108, a manufacturer and retailer of
home accessory products, from 1975 until 1998. She is the wife of Wilfred N.
Cooper, Sr., the mother of Wilfred N. Cooper, Jr. and the sister of John B.
Lester, Jr. Ms. Cooper graduated from the University of Southern California in
1958 with a Bachelor of Science degree.

Item 11. Executive Compensation

The Partnership has no officers, employees, or directors. However, under the
terms of the Partnership Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:

(a) Annual Asset Management Fee. An annual asset management fee in an amount
equal to 0.5% of the Invested Assets of the Partnership, as defined.
"Invested Assets" is defined as the sum of the Partnership's Investment in
Local Limited Partnership Interests and the Partnership's allocable share
of the amount of the mortgage loans on and other debts related to the
Housing Complexes owned by such Local Limited Partnerships. Fees of
$299,028 $299,027, $74,868 and $299,473 were incurred during the years
ended March 31, 2001 and 2000, the three months ended March 31, 1999 and
the year ended December 31, 1998, respectively. The Partnership paid the
General Partner or its affiliates, $30,000, $10,000, $4,800 and $0 of those
fees during the year ended March 31, 2001 and 2000, the three months ended
March 31, 1999, and the year ended December 31, 1998, respectively.

(b) Subordinated Disposition Fee. A subordinated disposition fee in an amount
equal to 1% of the sale price received in connection with the sale or
disposition of an Housing Complex. Subordinated disposition fees will be
subordinated to the prior return of the Limited Partners' capital
contributions and payment of the Preferred Return on investment to the
Limited Partners. "Preferred Return" means an annual, cumulative but not
compounded, "return" to the Limited Partners (including Low Income Housing
Credits) as a class on their adjusted capital contributions commencing for
each Limited Partner on the last day of the calendar quarter during which
the Limited Partner's capital contribution is received by the Partnership,
calculated at the following rates: (i) 16% through December 31, 2002, and
(ii) 6% for the balance of the Partnerships term. No disposition fees have
been paid.
32



(c) Operating Expenses. The Partnership reimbursed the General Partner or its
affiliates for operating expenses of approximately $23,000, $13,000,
$14,000 and $23,000 during the years ended March 31, 2001 and 2000, the
three months ended March 31, 1999, and the year ended December 31, 1998,
respectively.

(d) Interest in Partnership. The General Partner receives 1% of the
Partnership's allocated Low Income Housing Credits, which approximated
$24,000, $24,000 and $24,000 for the General Partner for the years ended
December 31, 2000, 1999 and 1998, respectively. The General Partner is also
entitled to receive 1% of cash distributions. There were no distributions
of cash to the General Partner during the years ended March 31, 2001 and
2000, the three months ended March 31, 1999 or the year ended December 31,
1998.

Item 12. Security Ownership of Certain Beneficial Owners and Management

(a) Security Ownership of Certain Beneficial Owners

No person is known to own beneficially in excess of 5% of the outstanding
Units.

(b) Security Ownership of Management

Neither the General Partner,its affiliates, nor any of the officers or
directors of the General Partner or its affiliates own directly or
beneficially any Units in the Partnership.

(c) Changes in Control

The management and controlof the General Partner may be changed at any time
in accordance with their respective organizational documents, without the
consent or approval of the Limited Partners. In addition, the Partnership
Agreement provides for the admission of one or more additional and
successor General Partners in certain circumstances.

First, with the consent of any other General Partners and a
majority-in-interest of the Limited Partners, any General Partner may
designate one or more persons to be successor or additional General
Partners. In addition, any General Partner may, without the consent of any
other General Partner or the Limited Partners, (I) substitute in its stead
as General Partner any entity which has, by merger, consolidation or
otherwise, acquired substantially all of its assets, stock or other
evidence of equity interest and continued its business, or (ii) cause to be
admitted to the Partnership an additional General Partner or Partners if it
deems such admission to be necessary or desirable so that the Partnership
will be classified a partnership for Federal income tax purposes. Finally,
a majority-in-interest of the Limited Partners may at anytime remove the
General Partner of the Partnership and elect a successor General Partner.

Item 13. Certain Relationships and Related Transactions

The General Partner manages all of the Partnership's affairs. The
transactions with the General Partner are primarily in the form of fees
paid by the Partnership for services rendered to the Partnership and the
General Partner's interest in the Partnership, as discussed in Item 11 and
in the notes to the Partnership's financial statements.


33



UNIT IV.

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

Financial Statements

(a)(1) Financial statements included in Part II hereof:
----------------------------------------------------------------------

Report of Independent Certified Public Accountants
Balance Sheets, March 31, 2001 and 2000
Statements of Operations for the years ended March 31, 2001 and 2000,
the three months ended March 31, 1999 and the year ended December 31,
1998
Statements of Partners' Equity for the years ended March 31, 2001 and
2000, the three months ended March 31,1999 and the year ended December
31, 1998
Statements of Cash Flows for the years ended March 31, 2001 and 2000,
the three months ended March 31, 1999 and the year ended December 31,
1998
Notes to Financial Statements

(a)(2) Financial statement schedules included in Part IV hereof:
--------------------------------------------------------

Report of Independent Certified Public Accountants on Financial
Statement Schedules Schedule III - Real Estate Owned by Local Limited
Partnerships

(b) Reports on Form 8-K.
--------------------
NONE


(c) Exhibits.
---------

3.1 Articles of incorporation and by-laws: The registrant is not
incorporated. The Partnership Agreement dated May 10, 1991 is
included as Exhibit B to the Prospectus dated January 2, 1992,
filed as Exhibit 28.1 to Form 10 K for the year ended December 31,
1994.

10.1 Second Amended and Restated Agreement and Certificate of Limited
Partnership of Tanglewood Limited Partnership (7) filed as exhibit
10.11 to Post-Effective Amendment No. 9 dated March 31, 1993 is
hereby incorporated herein by reference as exhibit 10.1.

10.2 Amended and Restated Agreement of Limited Partnership of Windemere
Associates Limited Partnership filed as exhibit 10.12 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.2.

10.3 Amended and Restated Agreement of Limited Partnership of Woodland
Apartments, L.P. filed as exhibit 10.13 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein
by reference as exhibit 10.3.

10.4 Amended and Restated Agreement of Limited Partnership of Meadow
Run Associates Limited Partnership filed as exhibit 10.14 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.4.

10.5 Amended and Restated Agreement of Limited Partnership of
Candleridge Apartments of Bondurant L.P. filed as exhibit 10.15 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.5.

34


10.6 Amended and Restated Agreement of Limited Partnership of
Candleridge Apartments of Waukee L.P. filed as exhibit 10.16 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.6.

10.7 Amended and Restated Agreement and Certification of Limited
Partnership of Fairview Village V, Limited Partnership filed as
exhibit 10.17 to Post-Effective Amendment No. 9 dated March 31,
1993 is hereby incorporated herein by reference as exhibit 10.7.

10.8 Woodview Limited Partnership Amended and Restated Limited
Partnership Agreement filed as exhibit 10.18 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein
by reference as exhibit 10.8.

10.9 Amended and Restated Agreement of Limited Partnership of
Coffeeville Housing, Ltd. filed as exhibit 10.19 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein
by reference as exhibit 10.9.

10.10 Amended and Restated Agreement of Limited Partnership of Crockett
Manor Senior Citizens Complex, Ltd. filed as exhibit 10.20 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.10.

10.11 Amended and Restated Agreement and Certificate of Limited
Partnership of Delta Manor, L.P. filed as exhibit 10.21 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.11.

10.12 Amended and Restated Agreement and Certificate of Limited
Partnership of Eupora Apartments, L.P. filed as exhibit 10.22 to
Post-Effective Amendment No. 9 dated March 31, 1993 is hereby
incorporated herein by reference as exhibit 10.12.

10.13 Amended and Restated Agreement of Limited Partnership of Levelland
Manor, L.P. filed as exhibit 10.23 to Post-Effective Amendment No.
9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.13.

10.14 Third Amendment to the Partnership Agreement of Parks I Limited
Partnership filed as exhibit 10.24 to Post-Effective Amendment No.
9 dated March 31, 1993 is hereby incorporated herein by reference
as exhibit 10.14.

10.15 Second Amendment Village Lane Properties Certificate and Agreement
of Limited Partnership filed as exhibit 10.25 to Post-Effective
Amendment No. 9 dated March 31, 1993 is hereby incorporated herein
by reference as exhibit 10.15.

10.16 Amended and Restated Agreement of Limited Partnership of Gulf
Coast Apartments, L.P. filed as exhibit 10.1 to Form 8-K/A Current
Report Amendment No. 1 dated June 23, 1993 is hereby incorporated
herein by reference as exhibit 10.16.

10.17 Amended and Restated Agreement of Limited Partnership of Gulf
Coast Apartments of Long Beach, L.P. filed as exhibit 10.2 to Form
8-K/A Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.17.

10.18 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Benson filed as exhibit 10.3 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.18.

10.19 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Dallas filed as exhibit 10.4 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.19.


35


10.20 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Dunn filed as exhibit 10.5 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.20.

10.21 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Kings Mountain filed as exhibit 10.6 to
Form 8-K/A Current Report Amendment No. 1 dated June 23, 1993 is
hereby incorporated herein by reference as exhibit 10.21.

10.22 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Lee filed as exhibit 10.7 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.22.

10.23 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Sanford filed as exhibit 10.8 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.23.

10.24 Amended and Restated Agreement of Limited Partnership of HOI
Limited Partnership of Selma filed as exhibit 10.9 to Form 8-K/A
Current Report Amendment No. 1 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.24.

10.25 Amended and Restated Agreement of Limited Partnership of Logan
Park Associates Limited Partnership filed as exhibit 10.10 to Form
8-K/A Current Report Amendment 10.25.

10.26 Agreement of Limited Partnership of Oakdale Senior Housing Limited
Partnership filed as exhibit 10.11 to Form 8-K/A Current Report
Amendment No. 1 dated June 23, 1993 is hereby incorporated herein
by reference as exhibit 10.26.

10.27 Amended and Restated Agreement of Limited Partnership of Clinton
Terrace Apartments, Ltd. filed as exhibit 10.12 to Form 8-K/A
Current Report Amendment No. 2 dated June 23, 1993 is hereby
incorporated herein by reference as exhibit 10.27.

10.28 Amended and Restated Agreement and Certification of Limited
Partnership of Wilcam Housing, Ltd. filed as exhibit 10.38 to
Post-Effective Amendment No. 13 dated October 22, 1993 is hereby
incorporated herein by reference as exhibit 10.28.

10.29 Amended and Restated Agreement and Certificate of Limited
Partnership of Cherokee Housing, Ltd. filed as exhibit 10.39 to
Post-Effective Amendment No. 13 dated October 22, 1993 is hereby
incorporated herein by reference as exhibit 10.29.

10.30 Amended and Restated Agreement of Limited Partnership of Beaumont
Elderly Housing, L.P. filed as exhibit 10.1 to Form 8-K dated
January 4, 1994 is hereby incorporated herein by reference as
exhibit 10.30.

10.31 Amended and Restated Agreement of Limited Partnership of Lake
Ridge Apartments, Ltd. filed as exhibit 10.2 to Form 8-K dated
January 4, 1994 is hereby incorporated herein by reference as
exhibit 10.31.

10.32 Amended and Restated Agreement of Limited Partnership of Orange
Beach Housing, Ltd. filed as exhibit 10. 3 to Form 8-K dated
January 4, 1994 is hereby incorporated herein by reference as
exhibit 10.32.

10.33 Amended and Restated Agreement of Limited Partnership of Cambridge
Court Associates Limited Partnership filed as exhibit 10.3 to Form
10-K dated December 31, 1992 is hereby incorporated herein by
reference as exhibit 10.33.

10.34 Amended and Restated Agreement of Limited Partnership of Chester
Associates I, A Limited Partnership filed as exhibit 10.4 to form
10-K dated December 31, 1992 is hereby incorporated herein by
reference as exhibit 10.34.

36


10.35 Amended and Restated Agreement of Limited Partnership of Red Bud
Associates I, A Limited Partnership filed as exhibit 10.5 to form
10-K dated December 31, 1992 is hereby incorporated herein by
reference as exhibit 10.35.

10.36 Amended and Restated Agreement of Limited Partnership of Post
Manor, L.P. filed as exhibit 10.6 to form 10-K dated December 31,
1992 is hereby incorporated herein by reference as exhibit 10.36.

10.37 Amended and Restated Agreement of Limited Partnership of
Steeleville Associates I, Al imited Partnership filed as exhibit
10.7 to form 10-K dated December 31, 1992 is hereby incorporated
herein by reference as exhibit 10.37.

10.38 Amended and Restated Agreement of Limited Partnership of Wills
Point Manor, L.P. filed as exhibit 10.8 to form 10-K dated
December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.38.

10.39 Amended and Restated Agreement of Limited Partnership of Killbuck
Limited Partnership filed as exhibit 10.9 to form 10-K dated
December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.39.

10.40 Amended and Restated Agreement of Limited Partnership of Coosa Co.
Housing, Ltd. filed as exhibit 10.10 to form 10-K dated December
31, 1992 is hereby incorporated herein by reference as exhibit
10.40.

10.41 Amended and Restated Agreement of Limited Partnership of Ft.
Deposit Housing, Ltd. Filed as exhibit 10.11 to form 10-K dated
December 31, 1992 is hereby incorporated herein by reference as
exhibit 10.41.

(d) Financial statement schedules follow, as set forth in subsection
--------------------------------------
(a)(2) hereof.


37



Report of Independent Certified Public Accountants on Financial Statement
Schedules



To the Partners
WNC Housing Tax Credit Fund III, L.P.


The audits referred to in our report dated June 1, 2001, relating to the 2001,
2000, 1999 and 1998 financial statements of WNC Housing Tax Credit Fund III,
L.P. (the "Partnership"), which are contained in Item 8 of this Form 10-K,
included the audit of the accompanying financial statement schedules. The
financial statement schedules are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statement schedules based upon our audits.

In our opinion, such financial statement schedules present fairly, in all
material respects, the financial information set forth therein.

/s/BDO SEIDMAN, LLP
BDO SEIDMAN, LLP
Orange County, California
June 1, 2001


38



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001







--------------------------- -----------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------- ---------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------- ---------------------------------------


Beaumont Elderly Housing, L.P. Beaumont,
Mississippi $ 229,000 $ 229,000 $927,000 $ 1,288,000 $ 187,000 $ 1,101,000

Brownfield Seniors Community, Ltd. Brownfield, Texas
147,000 147,000 687,000 838,000 135,000 703,000

Buffalo Apartments, Ltd. Buffalo, Texas 91,000 91,000 412,000 558,000 99,000 459,000

Cambridge Court Associates Grottoes, Virginia
Limited Partnership 254,000 254,000 1,323,000 1,652,000 347,000 1,305,000

Candleridge Apartments of Bondurant, Iowa
Bondurant L.P. 99,000 99,000 598,000 780,000 213,000 567,000

Candleridge Apartments of Waukee Waukee, Iowa
L.P. 101,000 101,000 652,000 813,000 202,000 611,000

Carlinville Associates I, L.P. Carlinville,
Illinois 105,000 105,000 501,000 537,000 115,000 422,000

Cherokee Housing, Ltd. Cedar Bluff, Alabama
110,000 110,000 620,000 738,000 168,000 570,000

Chester Associates I, a Limited Chester, Illinois
Partnership 159,000 159,000 691,000 1,000,000 289,000 711,000

Clinton Terrace Apartments, Ltd. Albany, Kentucky 138,000 138,000 767,000 930,000 229,000 701,000

Coffeeville Housing, Ltd. Coffeeville, Alabama 103,000 103,000 543,000 660,000 160,000 500,000

Coosa County Housing, Ltd. Rockford, Alabama 103,000 103,000 560,000 688,000 167,000 521,000



39












WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



------------------------ ---------------------------
As of March 31, 2001 As of December 31, 2000
- ------------------------------------------------------------------------------------------- ---------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------- ---------------------------------------


Crockett Manor, Ltd. Crockett, Texas 184,000 184,000 893,000 1,159,000 216,000 943,000

Crockett Manor Senior Citizens Crockett, Texas
Complex, Ltd. 203,000 203,000 1,020,000 1,313,000 207,000 1,106,000

Delta Manor, L.P. Techula, Mississippi 227,000 227,000 1,232,000 1,549,000 473,000 1,076,000

Eupora Apartments, L.P. Eupora, Mississippi 138,000 138,000 1,202,000 1,422,000 302,000 1,120,000

Fairview Village V, Limited Carroll, Iowa
Partnership 119,000 119,000 591,000 776,000 184,000 592,000

Fox Lake Manor Limited Partnership Fox Lake, Wisconsin
84,000 84,000 373,000 480,000 136,000 344,000

Ft. Deposit Housing, Ltd. Fort Deposit,
Alabama 127,000 127,000 702,000 864,000 209,000 655,000

Gulf Coast Apartments, L.P. Gulfport,
Mississippi 320,000 320,000 1,432,000 1,848,000 556,000 1,292,000

Gulf Coast Apartments of Long Long Beach,
Beach, L.P. Mississippi 315,000 315,000 1,445,000 1,871,000 550,000 1,321,000

Heritage Colonial Homes, L.P. Blackshear, Georgia 125,000 115,000 525,000 752,000 149,000 603,000

HOI Limited Partnership of Benson Benson, North
Carolina 269,000 269,000 1,200,000 1,689,000 369,000 1,320,000

HOI Limited Partnership of Dallas Dallas, North

Carolina 366,000 366,000 1,702,000 2,270,000 542,000 1,728,000



40



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001







------------------------ ---------------------------
As of March 31, 2001 As of December 31, 2000
- -----------------------------------------------------------------------------------------------------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

HOI Limited Partnership of Dunn Dunn, North Carolina 170,000 170,000 820,000 1,090,000 262,000 828,000

HOI Limited Partnership of Kings Kings Mountain, 262,000 262,000 1,230,000 1,637,000 380,000 1,257,000

HOI Limited Partnership of Lee Sanford, North
Carolina 419,000 419,000 1,982,000 2,640,000 570,000 2,070,000

HOI Limited Partnership of Sanford Sanford, North
Carolina 277,000 277,000 1,251,000 1,740,000 378,000 1,362,000

HOI Limited Partnership of Selma Selma, North
Carolina 271,000 271,000 1,213,000 1,756,000 409,000 1,347,000

Killbuck Limited Partnership Killbuck, Ohio 151,000 151,000 432,000 671,000 343,000 328,000

Lake Ridge Apartments, L.P. Tiptonville,
Tennessee 317,000 317,000 1,460,000 1,835,000 484,000 1,351,000

Levelland Manor, L.P. Levelland, Texas 175,000 175,000 904,000 1,125,000 213,000 912,000

Logan Park Associates Limited Caldwell, Idaho
Partnership 571,000 571,000 2,274,000 3,022,000 784,000 2,238,000

Meadow Run Associates Limited Gordonsville,
Partnership Virginia 302,000 302,000 1,490,000 1,856,000 323,000 1,533,000

Oakdale Senior Housing Limited Oakdale, California
Partnership 919,000 919,000 2,999,000 4,671,000 1,060,000 3,611,000



41




WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001





--------------------------------- ---------------------------------------
As of March 31, 2001 As of December 31, 2000
--------------------------------- --------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------- ---------------------------------------








Orange Beach Housing, Ltd. Orange Beach,
Alabama 229,000 208,000 1,089,000 1,357,000 245,000 1,112,000

Parks I Limited Partnership Chatham, Virginia 253,000 253,000 1,242,000 1,583,000 359,000 1,224,000

Post Manor, L.P. Post, Texas 117,000 117,000 601,000 734,000 138,000 596,000

Red Bud Associates I, a Limited Red Bud, Illinois
Partnership 135,000 135,000 599,000 931,000 246,000 685,000

Steeleville Associates I, a Steeleville,
Limited Partnership Illinois 110,000 110,000 538,000 727,000 203,000 524,000

Tanglewood Limited Partnership Frankfurt, Ohio 212,000 212,000 1,065,000 1,322,000 406,000 916,000

Village Lane Properties, a Farmington, Arkansas
Limited Partnership 168,000 168,000 886,000 984,000 285,000 699,000

Whitted Forest Limited Partnership Hillsborough, North
Carolina 685,000 685,000 1,018,000 2,028,000 293,000 1,735,000


Wilcam Housing, Ltd. Camden, Alabama 126,000 106,000 621,000 760,000 161,000 599,000

Wills Point Manor, L.P. Wills Point, Texas 124,000 124,000 628,000 766,000 147,000 619,000

Windmere Associates Limited Lexington, Virginia
Partnership 291,000 291,000 1,483,000 1,839,000 305,000 1,534,000

Woodlands Apartments, L.P. Mount Pleasant,
Texas 239,000 239,000 1,252,000 1,530,000 291,000 1,239,000



42





WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001

--------------------------------- ---------------------------------------
As of March 31, 2001 As of December 31, 2000
--------------------------------- --------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------


Woodview Limited Partnership Chillicothe,
Illinois and

Glassford, Illinois 269,000 269,000 1,194,000 1,581,000 353,000 1,228,000
------------------- ------- ------- --------- --------- ------- ---------


$ 10,908,000 $10,857,000 $48,871,000 $ 64,660,000 $14,842,000 $49,818,000
======== ========== ========== =========== ============ ===========





43





WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



---------------------------------------
For the year ended December 31, 2000
---------------------------------------
Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------


Beaumont Elderly Housing, L.P. $ 97,000 $ (26,000) 1995 Completed 45

Brownfield Seniors Community, Ltd. 85,000 (9,000) 1994 Completed 40

Buffalo Apartments, Ltd. 92,000 12,000 1995 Completed 35

Cambridge Court Associates Limited
Partnership 135,000 (25,000) 1992 Completed 35

Candleridge Apartments of Bondurant
L.P. 126,000 (2,000) 1992 Completed 27.5

Candleridge Apartments of Waukee L.P.
135,000 (3,000) 1992 Completed 27.5

Carlinville Associates I, L.P. 86,000 (8,000) 1994 Completed 30

Cherokee Housing, Ltd. 69,000 (10,000) 1993 Completed 40

Chester Associates I, a Limited
Partnership 63,000 (39,000) 1992 Completed 27.5

Clinton Terrace Apartments, Ltd. 80,000 (5,000) 1993 Completed 40

Coffeeville Housing, Ltd. 57,000 (12,000) 1993 Completed 40

Coosa County Housing, Ltd. 60,000 (8,000) 1992 Completed 40

Crockett Manor, Ltd. 144,000 (20,000) 1994 Completed 40

Crockett Manor Senior Citizens
Complex, Ltd. 117,000 (6,000) 1993 Completed 50

Delta Manor, L.P. 145,000 (37,000) 1993 Completed 27.5

Eupora Apartments, L.P. 108,000 (24,000) 1992 Completed 40

Fairview Village V, Limited
Partnership 67,000 (14,000) 1992 Completed 40

Fox Lake Manor Limited Partnership
26,000 (17,000) 1994 Completed 27.5

Ft. Deposit Housing, Ltd. 77,000 (14,000) 1992 Completed 40

Gulf Coast Apartments, L.P. 184,000 (44,000) 1993 Completed 30



44



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001



-----------------------------------------
For the year ended December 31, 2000
-----------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------


Gulf Coast Apartments of Long Beach,
L.P. 216,000 (46,000) 1993 Completed 30

Heritage Colonial Homes, L.P. 67,000 (8,000) 1994 Completed 40

HOI Limited Partnership of Benson 191,000 (12,000) 1993 Completed 40

HOI Limited Partnership of Dallas 218,000 (54,000) 1993 Completed 40

HOI Limited Partnership of Dunn 117,000 (15,000) 1993 Completed 40

HOI Limited Partnership of Kings Mt.
150,000 (35,000) 1993 Completed 40

HOI Limited Partnership of Lee 286,000 (69,000) 1993 Completed 40

HOI Limited Partnership of Sanford 200,000 (54,000) 1993 Completed 40

HOI Limited Partnership of Selma 223,000 (27,000) 1993 Completed 40

Killbuck Limited Partnership 61,000 (11,000) 1992 Completed 27.5

Lake Ridge Apartments, L.P. 138,000 (68,000) 1994 Completed 50

Levelland Manor, L.P. 111,000 (36,000) 1993 Completed 40

Logan Park Associates Limited
Partnership 402,000 (20,000) 1993 Completed 27.5

Meadow Run Associates Limited
Partnership 155,000 (36,000) 1992 Completed 35

Oakdale Senior Housing Limited
Partnership 329,000 (210,000) 1993 Completed 30

Orange Beach Housing, Ltd. 107,000 (31,000) 1994 Completed 40

Parks I Limited Partnership 212,000 (24,000) 1993 Completed 40

Post Manor, L.P. 62,000 (37,000) 1992 Completed 40

Red Bud Associates I, a Limited
Partnership 52,000 (39,000) 1992 Completed 27.5

Steeleville Associates I, a Limited
Partnership 48,000 (21,000) 1992 Completed 27.5

Tanglewood Limited Partnership 107,000 (28,000) 1992 Completed 27.5



45



WNC Housing Tax
Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2001


---------------------------------------
For the year ended December 31, 2000
---------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------


Village Lane Properties, a Limited
Partnership 177,000 (22,000) 1993 Completed 25

Whitted Forest Limited Partnership 177,000 (44,000) 1993 Completed 40

Wilcam Housing, Ltd. 60,000 (25,000) 1993 Completed 40

Wills Point Manor, L.P. 81,000 (21,000) 1992 Completed 40

Windmere Associates Limited
Partnership 168,000 (29,000) 1992 Completed 35

Woodlands Apartments, L.P. 152,000 (39,000) 1992 Completed 40

Woodview Limited Partnership 149,000 (49,000) 1992 Completed 40

------- --------

6,369,000 $(1,421,000)
============ ============



46





WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


CAPTION>

------------------------ ------------------------
As of March 31, 2000 As of December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------


Beaumont Elderly Housing, L.P. Beaumont,
Mississippi $ 229,000 $ 229,000 $929,000 $ 1,287,000 $ 156,000 $1,131,000

Brownfield Seniors Community, Ltd. Brownfield,
Texas 147,000 147,000 690,000 837,000 115,000 722,000

Buffalo Apartments, Ltd. Buffalo, Texas 91,000 91,000 415,000 555,000 83,000 472,000

Cambridge Court Associates Grottoes,
Limited Partnership Virginia 254,000 254,000 1,328,000 1,652,000 301,000 1,351,000

Candleridge Apartments of Bondurant,

Bondurant L.P. Iowa 99,000 99,000 601,000 775,000 184,000 591,000

Candleridge Apartments of Waukee Waukee,
L.P. Iowa 101,000 101,000 656,000 807,000 173,000 634,000

Carlinville Associates I, L.P. Carlinville,
Illinois 105,000 105,000 502,000 537,000 98,000 439,000

Cherokee Housing, Ltd. Cedar Bluff,
Alabama 110,000 110,000 622,000 735,000 146,000 589,000

Chester Associates I, a Limited Chester,
Partnership Illinois 159,000 159,000 693,000 1,000,000 255,000 745,000

Clinton Terrace Apartments, Ltd. Albany,
Kentucky 138,000 138,000 771,000 930,000 206,000 724,000

Coffeeville Housing, Ltd Coffeeville,
Alabama 103,000 103,000 545,000 659,000 138,000 521,000

Coosa County Housing, Ltd. Rockford,
Alabama 103,000 103,000 563,000 688,000 149,000 539,000



47



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
Mar


----------------------- --------------------------
As of March 31, 2000 As of December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------



Crockett Manor, Ltd. Crockett, Texas 184,000 184,000 899,000 1,159,000 187,000 972,000

Crockett Manor Senior Citizens Crockett, Texas
Complex, Ltd. 203,000 203,000 1,023,000 1,313,000 180,000 1,133,000

Delta Manor, L.P. Techula, Mississippi 227,000 227,000 1,236,000 1,545,000 418,000 1,127,000

Eupora Apartments, L.P. Eupora, Mississippi 138,000 138,000 1,205,000 1,422,000 267,000 1,155,000

Fairview Village V, Limited Carroll, Iowa
Partnership 119,000 119,000 594,000 770,000 160,000 610,000

Fox Lake Manor Limited Partnership Fox Lake, Wisconsin
84,000 84,000 375,000 480,000 119,000 361,000

Ft. Deposit Housing, Ltd. Fort Deposit,
Alabama 127,000 127,000 704,000 858,000 182,000 676,000

Gulf Coast Apartments, L.P. Gulfport,
Mississippi 320,000 320,000 1,442,000 1,838,000 491,000 1,347,000

Gulf Coast Apartments of Long Long Beach,
Beach, L.P. Mississippi 315,000 315,000 1,454,000 1,863,000 483,000 1,380,000

Heritage Colonial Homes, L.P. Blackshear, Georgia 125,000 115,000 528,000 752,000 131,000 621,000

HOI Limited Partnership of Benson Benson, North
Carolina 269,000 269,000 1,218,000 1,689,000 322,000 1,367,000

HOI Limited Partnership of Dallas Dallas, North
Carolina 366,000 366,000 1,711,000 2,269,000 475,000 1,794,000


48



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
Mar



------------------------- --------------------------
As of March 31, 2000 As of December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------



HOI Limited Partnership of Dunn Dunn, North Carolina 170,000 170,000 825,000 1,081,000 228,000 853,000

HOI Limited Partnership of Kings Kings Mountain,
Mt. North Carolina 262,000 262,000 1,238,000 1,638,000 333,000 1,305,000

HOI Limited Partnership of Lee Sanford, North
Carolina 419,000 419,000 1,995,000 2,640,000 498,000 2,142,000

HOI Limited Partnership of Sanford Sanford, North
Carolina 277,000 277,000 1,268,000 1,740,000 330,000 1,410,000

HOI Limited Partnership of Selma Selma, North
Carolina 271,000 271,000 1,232,000 1,746,000 356,000 1,390,000

Killbuck Limited Partnership Killbuck, Ohio 151,000 151,000 750,000 935,000 254,000 681,000

Lake Ridge Apartments, L.P. Tiptonville,
Tennessee 317,000 317,000 1,465,000 1,832,000 419,000 1,413,000

Levelland Manor, L.P. Levelland, Texas 175,000 175,000 906,000 1,124,000 185,000 939,000

Logan Park Associates Limited Caldwell, Idaho
Partnership 571,000 571,000 2,281,000 3,022,000 716,000 2,306,000

Meadow Run Associates Limited Gordonsville,
Partnership Virginia 302,000 302,000 1,494,000 1,856,000 272,000 1,584,000

Oakdale Senior Housing Limited Oakdale, California
Partnership 919,000 919,000 3,066,000 4,666,000 913,000 3,753,000



49


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
Mar



-------------------------- ---------------------------
As of March 31, 2000 As of December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------



Orange Beach Housing, Ltd. Orange Beach,
Alabama 229,000 208,000 1,093,000 1,354,000 204,000 1,150,000

Parks I Limited Partnership Chatham, Virginia 253,000 253,000 1,247,000 1,583,000 320,000 ,263,000

Post Manor, L.P. Post, Texas 117,000 117,000 603,000 734,000 121,000 613,000

Red Bud Associates I, a Limited Red Bud, Illinois
Partnership 135,000 135,000 601,000 930,000 211,000 719,000

Steeleville Associates I, a Steeleville,
Limited Partnership Illinois 110,000 110,000 540,000 727,000 178,000 549,000

Tanglewood Limited Partnership Frankfurt, Ohio 212,000 212,000 1,068,000 1,322,000 359,000 963,000

Village Lane Properties, a Farmington, Arkansas
Limited Partnership 168,000 168,000 888,000 984,000 251,000 733,000

Whitted Forest Limited Partnership Hillsborough, North
Carolina 685,000 685,000 1,030,000 2,028,000 241,000 1,787,000

Wilcam Housing, Ltd. Camden, Alabama
126,000 106,000 623,000 758,000 136,000 622,000

Wills Point Manor, L.P. Wills Point, Texas 124,000 124,000 630,000 766,000 128,000 638,000

Windmere Associates Limited Lexington, Virginia
Partnership 291,000 291,000 1,486,000 1,839,000 257,000 1,582,000

Woodlands Apartments, L.P. Mount Pleasant,
Texas 239,000 239,000 1,255,000 1,529,000 253,000 1,276,000

50




WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
Mar




-------------------------- --------------------------
As of March 31, 2000 As of December 31, 1999
- ------------------------------------------------------------------------------------------------------------------------------------

Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------







Woodview Limited Chillicothe,
Partnership Illinois and
Glassford, Illinois 269,000 269,000 1,198,000 1,563,000 303,000 1,260,000
------------------- ------- ------- --------- --------- ------- ---------


$10,908,000 $10,857,000 $49,486,000 $64,817,000 $12,885,000 $51,932,000
========== =========== ========== =========== =========== ==========



51









WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000
-----------------------------------------
For the year ended December 31, 1999
-----------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- ------------------------------------------------------------------------------------------------------------------


Beaumont Elderly Housing, L.P.
$ 92,000 $ (23,000) 1995 Completed 45

Brownfield Seniors Community, Ltd.
86,000 7,000 1994 Completed 40

Buffalo Apartments, Ltd. 1995 Completed
150,000 (38,000) 35

Cambridge Court Associates Limited
Partnership 133,000 (42,000) 1992 Completed 35

Candleridge Apartments of Bondurant
L.P. 112,000 (27,000) 1992 Completed 27.5

Candleridge Apartments of Waukee L.P.
127,000 (15,000) 1992 Completed 27.5

Carlinville Associates I, L.P. 53,000 (17,000) 1994 Completed 30


Cherokee Housing, Ltd.
66,000 (11,000) 1993 Completed 40

Chester Associates I, a Limited
Partnership 65,000 (42,000) 1992 Completed 27.5

Clinton Terrace Apartments, Ltd. 68,000 (20,000) 1993 Completed 40

Coffeeville Housing, Ltd. 1993 Completed 40
52,000 (8,000)

Coosa County Housing, Ltd. 58,000 (9,000) 1992 Completed 40

Crockett Manor, Ltd. 135,000 (17,000) 1994 Completed 40


Crockett Manor Senior Citizens
Complex, Ltd. 111,000 (11,000) 1993 Completed 50

Delta Manor, L.P. 1993 Completed 27.5
147,000 (26,000)

Eupora Apartments, L.P. 1992 Completed 40
106,000 (21,000)

Fairview Village V, Limited
Partnership 68,000 (9,000) 1992 Completed 40

Fox Lake Manor Limited Partnership 32,000 (13,000) 1994 Completed 27.5


Ft. Deposit Housing, Ltd. 72,000 (24,000) 1992 Completed 40

Gulf Coast Apartments, L.P. 184,000 (35,000) 1993 Completed 30


52


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


----------------------------------------
For the year ended December 31, 1999
----------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- -------------------------------------------------------------------------------------------------------------------


Gulf Coast Apartments of Long Beach,
L.P. 218,000 (25,000) 1993 Completed 30

Heritage Colonial Homes, L.P. 66,000 (26,000) 1994 Completed 40

HOI Limited Partnership of Benson 192,000 (10,000) 1993 Completed 40

HOI Limited Partnership of Dallas 215,000 (48,000) 1993 Completed 40

HOI Limited Partnership of Dunn 120,000 (16,000) 1993 Completed 40

HOI Limited Partnership of Kings Mt.
150,000 (27,000) 1993 Completed 40

HOI Limited Partnership of Lee 273,000 (73,000) 1993 Completed 40

HOI Limited Partnership of Sanford 187,000 (45,000) 1993 Completed 40

HOI Limited Partnership of Selma 215,000 (34,000) 1993 Completed 40

Killbuck Limited Partnership 80,000 (24,000) 1992 Completed 27.5

Lake Ridge Apartments, L.P. 136,000 (230,000) 1994 Completed 50

Levelland Manor, L.P. 118,000 (7,000) 1993 Completed 40

Logan Park Associates Limited
Partnership 402,000 (8,000) 1993 Completed 27.5

Meadow Run Associates Limited
Partnership 156,000 (32,000) 1992 Completed 35

Oakdale Senior Housing Limited
Partnership 320,000 (227,000) 1993 Completed 30

Orange Beach Housing, Ltd. 100,000 (34,000) 1994 Completed 40

Parks I Limited Partnership 210,000 (23,000) 1993 Completed 40

Post Manor, L.P. 65,000 (27,000) 1992 Completed 40

Red Bud Associates I, a Limited
Partnership 60,000 (42,000) 1992 Completed 27.5

Steeleville Associates I, a Limited
Partnership 44,000 (30,000) 1992 Completed 27.5

Tanglewood Limited Partnership 107,000 (31,000) 1992 Completed 27.5




53

WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 2000


------------------------------------------
For the year ended December 31, 1999
------------------------------------------
Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- --------------------------------------------------------------------------------------------------------------------

Village Lane Properties, a Limited
Partnership 175,000 (30,000) 1993 Completed 25

Whitted Forest Limited Partnership 181,000 (27,000) 1993 Completed 40

Wilcam Housing, Ltd. 61,000 (16,000) 1993 Completed 40

Wills Point Manor, L.P. 80,000 - 1992 Completed 40

Windmere Associates Limited
Partnership 157,000 (43,000) 1992 Completed 35

Woodlands Apartments, L.P. 163,000 (43,000) 1992 Completed 40

Woodview Limited Partnership 138,000 (27,000) 1992 Completed 40

------------- ------------

$ 6,306,000 $(1,606,000)
============ ============




54



WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999


------------------------ -------------------------
As of March 31, 1999 of December 31, 1998

- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------


Beaumont Elderly Housing, L.P. Beaumont,
Mississippi $ 229,000 $ 229,000 $ 933,000 $ 1,283,000 $ 125,000 $ 1,158,000

Brownfield Seniors Community, Ltd. Brownfield, Texas
147,000 147,000 691,000 837,000 94,000 743,000

Buffalo Apartments, Ltd. Buffalo, Texas 91,000 91,000 388,000 552,000 67,000 485,000

Cambridge Court Associates Grottoes, Virginia
Limited Partnership 254,000 254,000 1,333,000 1,653,000 255,000 1,398,000

Candleridge Apartments of Bondurant, Iowa
Bondurant L.P. 99,000 99,000 605,000 767,000 156,000 611,000

Candleridge Apartments of Waukee Waukee, Iowa
L.P. 101,000 101,000 659,000 800,000 146,000 654,000

Carlinville Associates I, L.P. Carlinville, 105,000 105,000 503,000 645,000 192,000 453,000
Illinois

Cherokee Housing, Ltd. Cedar Bluff, Alabama
110,000 110,000 624,000 734,000 125,000 609,000

Chester Associates I, a Limited Chester, Illinois
Partnership 159,000 159,000 694,000 1,000,000 218,000 782,000

Clinton Terrace Apartments, Ltd. Albany, Kentucky 138,000 138,000 774,000 924,000 176,000 748,000

Coffeeville Housing, Ltd. Coffeeville, Alabama
103,000 103,000 547,000 655,000 116,000 539,000

Coosa County Housing, Ltd. Rockford, Alabama 103,000 103,000 566,000 686,000 129,000 557,000


55







WNC Housing Tax Credit Fund III, L.P.Schedule III
Real Estate Owned by Local Limited PartnershipsAs As of March 31, 1999 As of December 31, 1998
March 31, 1 -------------------------- ---------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------


Crockett Manor, Ltd. Crockett, Texas 184,000 184,000 905,000 1,158,000 156,000 1,002,000

Crockett Manor Senior Citizens Crockett, Texas
Complex, Ltd. 203,000 203,000 1,026,000 1,313,000 154,000 1,159,000

Delta Manor, L.P. Techula, Mississippi 227,000 227,000 1,239,000 1,543,000 363,000 1,180,000

Eupora Apartments, L.P. Eupora, Mississippi 138,000 138,000 1,208,000 1,422,000 232,000 1,190,000

Fairview Village V, Limited Carroll, Iowa
Partnership 119,000 119,000 597,000 767,000 137,000 630,000

Fox Lake Manor Limited Partnership Fox Lake, Wisconsin
84,000 84,000 376,000 480,000 101,000 379,000

Ft. Deposit Housing, Ltd. Fort Deposit,
Alabama 127,000 127,000 706,000 854,000 157,000 697,000

Gulf Coast Apartments, L.P. Gulfport, 320,000 320,000 1,454,000 1,838,000 424,000 1,414,000
Mississippi

Gulf Coast Apartments of Long Long Beach,
Beach, L.P. Mississippi 315,000 315,000 1,462,000 1,841,000 418,000 1,423,000

Heritage Colonial Homes, L.P. Blackshear, Georgia 125,000 115,000 530,000 752,000 113,000 639,000

HOI Limited Partnership of Benson Benson, North
Carolina 269,000 269,000 1,234,000 1,684,000 275,000 1,409,000

HOI Limited Partnership of Dallas Dallas, North
Carolina 366,000 366,000 1,719,000 2,268,000 407,000 1,861,000


56









WNC Housing Tax Credit Fund III, L.P.
Schedule III
------------------------- ----------------------------
Real Estate Owned by Local Limited Partnerships As of March 31, 1999 As of December 31, 1998
March 31, 1
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------


HOI Limited Partnership of Dunn Dunn, North Carolina 170,000 170,000 830,000 1,077,000 195,000 882,000
HOI Limited Partnership of Kings Kings Mountain,
Mt. North Carolina 262,000 262,000 1,245,000 1,637,000 285,000 1,352,000

HOI Limited Partnership of Lee Sanford, North
Carolina 419,000 419,000 2,008,000 2,640,000 426,000 2,214,000

HOI Limited Partnership of Sanford Sanford, North
Carolina 277,000 277,000 1,283,000 1,739,000 282,000 1,457,000

HOI Limited Partnership of Selma Selma, North
Carolina 271,000 271,000 1,250,000 1,746,000 304,000 1,442,000

Killbuck Limited Partnership Killbuck, Ohio 151,000 151,000 753,000 936,000 221,000 715,000

Lake Ridge Apartments, L.P. Tiptonville,
Tennessee 317,000 317,000 1,469,000 1,831,000 170,000 1,661,000

Levelland Manor, L.P. Levelland, Texas 175,000 175,000 909,000 1,121,000 157,000 964,000

Logan Park Associates Limited Caldwell, Idaho
Partnership 571,000 571,000 2,288,000 3,021,000 648,000 2,373,000

Meadow Run Associates Limited Gordonsville,
Partnership Virginia 302,000 302,000 1,497,000 1,856,000 221,000 1,635,000

Oakdale Senior Housing Limited Oakdale, California
Partnership 919,000 919,000 3,089,000 4,654,000 767,000 3,887,000




57







WNC Housing Tax Credit Fund III, L.P.

Schedule III
--------------------------------------------------------------
Real Estate Owned by Local Limited Partnerships As of March 31, 1999 As of December 31, 1998
March 31, 1
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------

Orange Beach Housing, Ltd. Orange Beach,
Alabama 229,000 208,000 1,097,000 1,350,000 163,000 1,187,000

Parks I Limited Partnership Chatham, Virginia 253,000 253,000 1,251,000 1,576,000 277,000 1,299,000

Post Manor, L.P. Post, Texas 117,000 117,000 604,000 734,000 104,000 630,000

Red Bud Associates I, a Limited Red Bud, Illinois
Partnership 135,000 135,000 602,000 931,000 177,000 754,000

Steeleville Associates I, a Steeleville,
Limited Partnership Illinois 110,000 110,000 541,000 727,000 151,000 576,000

Tanglewood Limited Partnership Frankfurt, Ohio 212,000 212,000 1,071,000 1,322,000 309,000 1,013,000

Village Lane Properties, a Farmington, Arkansas
Limited Partnership 168,000 168,000 891,000 984,000 217,000 767,000

Whitted Forest Limited Partnership Hillsborough, North
Carolina 685,000 685,000 1,042,000 2,010,000 191,000 1,819,000

Wilcam Housing, Ltd. Camden, Alabama
126,000 106,000 624,000 758,000 110,000 648,000

Wills Point Manor, L.P. Wills Point, Texas 124,000 124,000 631,000 765,000 109,000 656,000

Windmere Associates Limited Lexington, Virginia
Partnership 291,000 291,000 1,490,000 1,839,000 208,000 1,631,000

Woodlands Apartments, L.P. Mount Pleasant,
Texas 239,000 239,000 1,259,000 1,527,000 216,000 1,311,000


58














WNC Housing Tax Credit Fund III, L.P.
Schedule III
--------------------------------------------------------------
Real Estate Owned by Local Limited Partnerships As of March 31, 1999 As of December 31, 1998
March 31, 1
- ------------------------------------------------------------------------------------------------------------------------------------
Total Investment Amount of Encumbrances of
in Local Limited Investment Local Limited Property and Accumulated Net Book
Partnership Name Location Partnerships Paid to Date Partnerships Equipment Depreciation Value
- ------------------------------------------------------------------------------------------------------------------------------------


Woodview Limited Partnership Chillicothe,
Illinois and
Glassford, Illinois 269,000 269,000 1,201,000 1,551,000 255,000 1,296,000
-------- ----------- --------- --------- ---------- ---------

$ 10,908,000 $10,857,000 $49,698,000 $ 64,788,000 $10,899,000 $53,889,000
=========== =========== =========== ============= =========== ===========




59




WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999


-----------------------------------------
For the year ended December 31, 1998
-----------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- -------------------------------------------------------------------------------------------------------------------


Beaumont Elderly Housing, L.P. $ 93,000 $ (23,000) 1995 Completed
45

Brownfield Seniors Community, Ltd.
81,000 (4,000) 1994 Completed 40

Buffalo Apartments, Ltd. 84,000 10,000 1995 Completed
35

Cambridge Court Associates Limited
Partnership 134,000 (33,000) 1992 Completed 35

Candleridge Apartments of Bondurant
L.P. 108,000 (16,000) 1992 Completed 27.5

Candleridge Apartments of Waukee L.P.
129,000 4,000 1992 Completed 27.5

Carlinville Associates I, L.P. 55,000 (38,000) 1994 Completed
30

Cherokee Housing, Ltd. 65,000 (14,000) 1993 Completed
40

Chester Associates I, a Limited
Partnership 73,000 (35,000) 1992 Completed 27.5

Clinton Terrace Apartments, Ltd. 72,000 (13,000) 1993 Completed
40

Coffeeville Housing, Ltd. 45,000 (21,000) 1993 Completed
40

Coosa County Housing, Ltd. 56,000 (10,000) 1992 Completed
40

Crockett Manor, Ltd. 131,000 (14,000) 1994 Completed
40

Crockett Manor Senior Citizens
Complex, Ltd. 111,000 (9,000) 1993 Completed 50

Delta Manor, L.P. 145,000 (27,000) 1993 Completed
27.5

Eupora Apartments, L.P. 111,000 (31,000) 1992 Completed
40

Fairview Village V, Limited
Partnership 75,000 (5,000) 1992 Completed 40

Fox Lake Manor Limited Partnership
42,000 (10,000) 1994 Completed 27.5

Ft. Deposit Housing, Ltd. 68,000 (21,000) 1992 Completed
40

Gulf Coast Apartments, L.P. 191,000 (26,000) 1993 Completed 30


60


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999


--------------------------------------
For the year ended December 31, 1998
--------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- -------------------------------------------------------------------------------------------------------------------


Gulf Coast Apartments of Long Beach,
L.P. 216,000 (21,000) 1993 Completed 30

Heritage Colonial Homes, L.P. 67,000 (14,000) 1994 Completed 40

HOI Limited Partnership of Benson 177,000 (26,000) 1993 Completed 40

HOI Limited Partnership of Dallas 199,000 (57,000) 1993 Completed 40

HOI Limited Partnership of Dunn 121,000 (17,000) 1993 Completed 40

HOI Limited Partnership of Kings Mt.
144,000 (37,000) 1993 Completed 40

HOI Limited Partnership of Lee 266,000 (60,000) 1993 Completed 40

HOI Limited Partnership of Sanford 190,000 (33,000) 1993 Completed 40

HOI Limited Partnership of Selma 207,000 (26,000) 1993 Completed 40

Killbuck Limited Partnership 77,000 (28,000) 1992 Completed 27.5

Lake Ridge Apartments, L.P. 136,000 (13,000) 1994 Completed 50

Levelland Manor, L.P. 115,000 (20,000) 1993 Completed 40

Logan Park Associates Limited
Partnership 388,000 (56,000) 1993 Completed 27.5

Meadow Run Associates Limited
Partnership 156,000 (28,000) 1992 Completed 35

Oakdale Senior Housing Limited
Partnership 314,000 (152,000) 1993 Completed 30

Orange Beach Housing, Ltd. 98,000 (34,000) 1994 Completed 40

Parks I Limited Partnership 210,000 (37,000) 1993 Completed 40

Post Manor, L.P. 68,000 (16,000) 1992 Completed 40

Red Bud Associates I, a Limited
Partnership 66,000 (29,000) 1992 Completed 27.5

Steeleville Associates I, a Limited
Partnership 49,000 (19,000) 1992 Completed 27.5

Tanglewood Limited Partnership 102,000 (36,000) 1992 Completed 27.5




61


WNC Housing Tax Credit Fund III, L.P.
Schedule III
Real Estate Owned by Local Limited Partnerships
March 31, 1999




--------------------------------------
For the year ended December 31, 1998
--------------------------------------

Partnership Name Rental Net Year Investment Status Estimated Useful
Income Income/(loss) Acquired Life (Years)
- ------------------------------------------------------------------------------------------------------------------


Village Lane Properties, a Limited
Partnership 176,000 (42,000) 1993 Completed 25

Whitted Forest Limited Partnership 181,000 (13,000) 1993 Completed 40

Wilcam Housing, Ltd. 59,000 (16,000) 1993 Completed 40

Wills Point Manor, L.P. 79,000 (11,000) 1992 Completed 40

Windmere Associates Limited
Partnership 148,000 (38,000) 1992 Completed 35

Woodlands Apartments, L.P. 154,000 (32,000) 1992 Completed 40

Woodview Limited Partnership 152,000 (10,000) 1992 Completed 40
------- --------
$6,184,000 $(1,257,000)
========== ============




62





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 HOUSING TAX CREDIT FUND III, L.P.

By: WNC Tax Credit Partners, L.P.

General Partner of the Registrant

By: WNC & Associates, Inc.

General Partner of WNC California Tax Credit Partners III, L.P.


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

Date: June 11, 2001


By: /s/ Thomas J. Riha
- --- ------------------
Thomas J. Riha, Vice-President
Chief Financial Officer of WNC & Associates, Inc.

Date: June 11, 2001


By: /s/ Wilfred N. Cooper, Sr.
--------------------------
Wilfred N. Cooper, Sr., General Partner

Date: June 11, 2001

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, Sr.
--------------------------
Wilfred N. Cooper, Sr., Chairman of the Board of WNC & Associates, Inc.

Date: June 11, 2001


By: /s/ John B. Lester, Jr.
-----------------------
John B. Lester, Jr., Director of WNC & Associates, Inc.

Date: June 11, 2001


By: /s/ David N. Shafer
- --- -------------------
David N. Shafer, Director of WNC & Associates, Inc.

Date: June 11, 2001


63