SCHEDULE 14A

                                 (Rule 14a-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION
              Proxy Statement Pursuant to Section 14(a) Securities
                              Exchange Act of 1934
                               (Amendment No. 12)

Filed by the Registrant                         |_|

Filed by a party other than the Registrant      |X|

      Check the appropriate box:

|_|   Preliminary Proxy Statement

|_|   Confidential, for Use of the Commission Only
       (as permitted by Rule 14a-6(e)(2))

|_|   Definitive Proxy Statement

|X|   Definitive Additional Materials

|_|   Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12

                       REAL ESTATE ASSOCIATES LIMITED III

                (Name of Registrant as Specified in Its Charter)

                              BOND PURCHASE, L.L.C.

    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

         No fee required

|_|    Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

       (1)  Title of each class of securities to which transaction applies:

       (2)  Aggregate number of securities to which transactions applies:



       (3)  Per unit price or other  underlying  value of  transaction  computed
            pursuant  to  Exchange  Act Rule 0-11 (Set forth the amount on which
            the filing fee is calculated and state how it was determined.)

       (4)  Proposed maximum aggregate value of transaction:

       (5)  Total Fee paid:

|_|    Fee paid previously with preliminary materials

|_|    Check box if any part of the fee is offset as provided  by  Exchange  Act
       Rule  0-11(a)(2) and identify the filing for which the offsetting fee was
       paid previously.  Identify the previous filing by registration  statement
       number, or the Form or Schedule and the date of its filing.

       (1)  Amount previously paid:

       (2)  Form, Schedule or Registration Statement No.:

       (3)  Filing party:

       (4)  Date filed:

                                       2

                                AMENDMENT NO. 12
                                       to
                            SOLICITATION OF CONSENTS
                                       of
                                LIMITED PARTNERS
                                       of
                             REAL ESTATE ASSOCIATES
                                   LIMITED III
                                       by
                              BOND PURCHASE, L.L.C.
                                January 23, 2002

     Bond  Purchase,   L.L.C.,  a  Missouri  limited  liability  company  ("Bond
Purchase"), hereby amends its Solicitation of Consents dated March 13, 2001 (the
"Solicitation"),  as amended,  by which Bond Purchase is seeking the approval by
written  consent  (the   "Consents")  of  the  limited  partners  (the  "Limited
Partners"),  of  Real  Estate  Associates  Limited  III,  a  California  limited
partnership (the  "Partnership"),  to remove the current general partners and to
continue the Partnership and elect New G.P.,  L.L.C.,  ("New G.P."),  a Missouri
limited liability  company,  as the new general partner of the Partnership.  New
G.P. is an  affiliate  of Bond  Purchase.  The election of New G.P. as a general
partner is conditioned  upon the approval of the removal of the current  general
partners.

     The  solicitation  of  Consents is hereby  extended  to 11:59 p.m.  Central
Standard  Time on the earlier to occur of the following  dates (the  "Expiration
Date"): (i) March 31, 2002, or such later date to which Bond Purchase determines
to  extend  the  solicitation,  and  (ii) the date  the  required  Consents  are
received.  Bond  Purchase  reserves  the right to extend  this  solicitation  of
Consents on a daily basis or for such period or periods as it may  determine  in
its sole  discretion  from time to time.  Any such extension will be followed as
promptly as  practicable by notice thereof by press release or by written notice
to the Limited Partners.  During any extension of this solicitation of Consents,
all Consents  delivered to Bond Purchase will remain  effective,  unless validly
revoked prior to the Expiration Date.

     The Consents are solicited  upon the terms and subject to the conditions of
the original  Solicitation of Consents dated March 13, 2001, as amended, and the
accompanying form of Consent. This Amendment No. 12 and the accompanying form of
Consent of Limited  Partners  are first being  mailed to Limited  Partners on or
about January 24, 2002.

CONSENTS SHOULD BE DELIVERED TO N.S.  TAYLOR & ASSOCIATES,  INC., AND NOT TO THE
PARTNERSHIP.

THE  SECURITIES  AND  EXCHANGE  COMMISSION  HAS NOT PASSED UPON THE  ACCURACY OR
ADEQUACY OF THE INFORMATION  CONTAINED IN THIS DOCUMENT.  ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

THIS  SOLICITATION OF CONSENTS EXPIRES NO LATER THAN 11:59 P.M. CENTRAL STANDARD
TIME ON THURSDAY, MARCH 31, 2002, UNLESS EXTENDED.

                                       3

                                [form of consent]

                       Real Estate Associates Limited III
              a California Limited Partnership (the "Partnership")

                           CONSENT OF LIMITED PARTNER

          THIS CONSENT IS SOLICITED ON BEHALF OF BOND PURCHASE, L.L.C.

LIMITED PARTNERS WHO RETURN A SIGNED CONSENT BUT FAIL TO INDICATE THEIR APPROVAL
OR  DISAPPROVAL  AS TO ANY MATTER  WILL BE DEEMED TO HAVE VOTED TO APPROVE  SUCH
MATTER.  THIS  CONSENT  IS  VALID  FROM THE DATE OF ITS  EXECUTION  UNLESS  DULY
REVOKED.

  THIS CONSENT CARD WILL REVOKE ANY PREVIOUSLY EXECUTED REVOCATION OF CONSENT.

The undersigned has received the Consent Solicitation  Statement dated March 13,
2001 as amended  January 23, 2002,  ("Consent  Solicitation  Statement") by Bond
Purchase,  L.L.C.,  a Missouri  limited  liability  company ("Bond  Purchase."),
seeking the approval by written consent of the following proposals:

(1)  the  removal  of  the  current  general  partners,   National   Partnership
Investments  Corp.,  a  California  corporation  and Coast  Housing  Investments
Associates, a California limited partnership; and

(2) the  continuation of the Partnership and the election of New G.P. as the new
general  partner of the  Partnership  (which is  conditioned  on the approval of
proposal (1) above).

Each  of  the  undersigned,  by  signing  and  returning  this  Consent,  hereby
constitutes  and  appoints  Bond  Purchase,  acting  through  its  officers  and
employees as his or her  attorney-in-fact  for the purposes of executing any and
all  documents  and taking any and all actions  required  under the  Partnership
Agreement in connection with this Consent and the Consent Solicitation Statement
or in order to  implement  an approved  proposal;  and hereby  votes all limited
partnership  interests of the  Partnership  held of record by the undersigned as
follows for the proposals set forth above,  subject to the Consent  Solicitation
Statement.

Proposal                                      FOR        AGAINST       ABSTAIN

1. Removal of General Partners                [ ]         [ ]            [ ]

2. Continuation of the Partnership  and       [ ]         [ ]            [ ]
   election of new general partner,  New G.P.

(Please sign exactly as your name appears on the  Partnership's  records.  Joint
owners should each sign. Attorneys-in-fact, executors, administrators, trustees,
guardians,  corporation  officers or others  acting in  representative  capacity
should indicate the capacity in which they sign and should give FULL title,  and
submit appropriate evidence of authority to execute the Consent)

                                            Dated: _______________________, 2002
                                                (Important - please fill in)

                                              __________________________________
                                                               Signature / Title

                                              __________________________________
                                                               Signature / Title


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