SC TO-T/A

Securities and Exchange Commission

Washington, DC 20549

Schedule TO-T/A

Tender offer statement under section 14(d)(1) OR 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 1)

Boston Financial Qualified Housing Tax Credits L.P. III

(Name of Subject Company(issuer))

Paco Development, L.L.C. (offeror)

SLCas, L.L.C. (other person)

(Names of Filing Persons (identifying status as

offeror, issuer or other person))

Units of Limited Partnership Interest

(Title of Class of Securities)

None

(CUSIP Number of Class of Securities)

Lathrop & Gage L.C.

Attn: Scott M. Herpich

2345 Grand Boulevard

Suite 2400

Kansas City, Missouri 64108

Telephone (816) 292-2000

(Name, address and telephone number of person

authorized to receive notices and communications

on behalf of filing persons)

Calculation of Filing Fee

Transaction valuation*	Amount of filing fee
$214,500	$42.90

* Calculated as the product of the Units on which the Offer is made and the gross cash price per Unit.

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

Amount previously paid:	$42.90	Filing party:	Paco Development, L.L.C.
Form or registration no.:	SC TO-T	Date filed:	March 10, 2006

[ ] Check box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

[X] third-party tender offer subject to Rule 14d-1.

[ ] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: [   ]

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This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed with the Securities and Exchange Commission on March 10, 2006, by Paco Development, L.L.C., a Missouri limited liability company (the “Purchaser”), relating to an offer (the “Offer”) by the Purchaser to purchase Units of limited partnership interests of Boston Financial Qualified Housing Tax Credits L.P. III, a Delaware limited partnership (the “Partnership”) at a cash purchase price of $63 per Unit, without interest, less the amount of Distributions (as defined in the Offer to Purchase (as defined below)) per Unit, if any, made to Unit holders by the Partnership after the date of the Offer, and less any transfer fees imposed by the Partnership for each transfer (the Purchaser believes the Partnership is currently charging $150 per trade) upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 10, 2006, as it may be supplemented or amended from time to time (the “Offer to Purchase”), and the related Agreement of Transfer and Letter of Transmittal, as it may be supplemented or amended from time to time (the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”), copies of which were filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. Capitalized terms used but not defined herein have the meaning ascribed to them in the Offer to Purchase.

Extension of the Offer

The Expiration Date for the Offer has been extended to 5:00 p.m., Kansas City time, on April 24, 2006. The Offer was previously scheduled to expire at 5:00 p.m., Kansas City time, on April 10, 2006. The Offer to Purchase and all related documents are amended to extend the Expiration Date of the Offer to 5:00 p.m., Kansas City time, on April 24, 2006. All references to the Expiration Date shall mean 5:00 p.m., Kansas City time, on April 24, 2006.

Units Sought

The Purchaser is now offering to purchase all of the outstanding Units. Previously, the Offer indicated that the Purchaser would purchase up to 11,400 Units. The Offer to Purchase and all related documents are amended to change all references to the number of Units sought from 11,400 Units to all of the outstanding Units.

Item 1. Summary Term Sheet

Item 1 is amended and supplemented as follows.

The last paragraph under “DETAILS OF THE OFFER - 7. CONDITIONS OF THE OFFER” in the Offer to Purchase is deleted in its entirety and replaced with the following:

The foregoing conditions are for the sole benefit of the Purchaser and may be (but need not be) asserted by the Purchaser or may be waived by the Purchaser in whole or in part at any time prior to the Expiration Date, subject to the requirement to disseminate to Unit Holders, in a manner reasonably designed to inform them of any material change in the information previously provided. Any determination by the Purchaser, in its reasonable judgment, concerning the events described above will be final and binding upon all parties.

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Item 4. Terms of the Transaction

Item 4 of the Schedule TO is supplemented and amended as follows:

The first sentence in the third paragraph under “DETAILS OF THE OFFER - 1. TERMS OF THE OFFER; EXPIRATION DATE; PRORATION” in the Offer to Purchase is deleted in its entirety and replaced with the following:

If transfers of Units are limited by the Partnership Agreement to a number of Units (the “Transfer Limit”), and the number of Units that are Properly Tendered exceeds the Transfer Limit, the Purchaser will, upon the terms and subject to the other conditions of the Offer, accept for payment and pay for Units equal to the Transfer Limit, pro rata, according to the number of Units that are Properly Tendered by each Unit Holder, with appropriate adjustments to avoid purchases of fractional Units. Specifically, the Purchaser anticipates rounding up or down to the nearest whole Unit; provided, however, if necessary, the Purchaser might have to round down to avoid purchasing more than the stated maximum number of Units. Subject to its obligation to pay for Units promptly after the Expiration Date (as set forth below in "Acceptance for Payment and Payment of Purchase Price"), the Purchaser intends to pay for any Units accepted for payment pursuant to the Offer after determining the final proration or other adjustments. The Purchaser does not believe it would take any longer than five business days to determine the effects of any proration required. If the number of Units that are Properly Tendered is less than or equal to the Transfer Limit, if any, the Purchaser will purchase all Units that are Properly Tendered, upon the terms and subject to the other conditions of the Offer. See “Effects of the Offer - Limitations on Resales.”

Item 6. Purposes of the Transaction and Plans or Proposals

The last paragraph under "EFFECTS OF THE OFFER" in the Offer to Purchase is deleted in its entirety and replaced with the following paragraphs:

Influence Over Future Voting Decisions. Under the Partnership Agreement, Unit holders holding a majority of the Units are entitled to take action with respect to a variety of matters, including removal of the General Partner, dissolution and termination of the Partnership, and approval of most types of amendments to the Partnership Agreement. After the Offer, the Purchaser may have significant influence over such actions. If the Purchaser acquires more than 46,068.5 Units, the Purchaser would hold a majority of the Units and therefore would control any vote of the Unit holders.

Other Potential Effects. The Units are registered under the Exchange Act, which requires, among other things that the Partnership furnish certain information to its Unit holders and to the Commission and comply with the Commission's proxy rules in connection with meetings of, and solicitation of consents from, Unit holders. Registration and reporting requirements could be terminated by the Partnership if the number of record holders falls below 300, or below 500 if the Partnership's total assets are below $10 million for three consecutive preceding fiscal years. The Partnership reported a total of 5,321 limited partners as of its most recent fiscal year end and in excess of $10 million in total assets. Although it is possible that the purchase of Units pursuant to the Offer

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could reduce the number of record Unit holders below 300, the Purchaser believes the possibility is unlikely (given the response to the Offer to date) and it is not the intention of the Purchaser to cause such a result. Accordingly, the Purchaser does not believe that the purchase of Units pursuant to the Offer will result in the Units becoming eligible for deregistration under the Exchange Act.

Item 7. Source and Amount of Funds or Other Consideration

The last paragraph under "CERTAIN INFORMATION CONCERNING THE PURCHASER" in the Offer to Purchase is deleted in its entirety and replaced with the following:

Source of Funds. Based on the Offer price of $63 per Unit, the Purchaser estimates that the total amount of funds necessary to purchase all Units sought by this Offer and to pay related fees and expenses, will be approximately $6,052,316. The Purchaser will obtain these funds from committed equity contributions from its sole member, SLCas, pursuant to an oral agreement. No material conditions exist to this committed equity contribution. No alternate financing arrangements have been made at this time.

Item 11. Additional Information

Item 11 is amended and supplemented as follows.

(a)The second paragraph of Appendix A in the Offer to Purchase is deleted in its entirety and replaced with the following:

The Partnership is subject to the information reporting requirements of the Exchange Act and is required to file reports and other information with the Commission relating to its business, financial results and other matters. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission at 100 F Street, N.E., Washington, D.C. 20549, or electronically at http://www.sec.gov. Copies should be available by mail upon payment of the Commission’s customary charges by writing to the Commission’s principal offices at 100 F Street, N.E., Washington, D.C. 20549.

(b)The first paragraph under "CERTAIN INFORMATION CONCERNING THE PURCHASER" in the Offer to Purchase is deleted in its entirety and replaced with the following:

The Partnership is subject to the information reporting requirements of the Exchange Act and is required to file reports and other information with the Commission relating to its business, financial results and other matters. Such reports and other documents may be examined and copies may be obtained from the offices of the Commission at 100 F Street, N.E., Washington, D.C. 20549, or electronically at http://www.sec.gov. Copies should be available by mail upon payment of the Commission’s customary charges by writing to the Commission’s principal offices at 100 F Street, N.E., Washington, D.C. 20549.

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Item 12.Exhibits

(a)(1)(iv)Press Release, issued by Paco Development, L.L.C. on April 10, 2006

(a)(1)(v) Letter to Unit Holders, dated April 10, 2006.

(a)(1)(vi) Form of Agreement of Transfer and Letter of Transmittal, with Instructions (incorporated by reference from Exhibits to the Schedule TO-T filed by the Purchaser on March 10, 2006).

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 11, 2006.

PACO DEVELOPMENT, L.L.C., a Missouri limitedliability company
By: /s/ DeAnn Duffield, Manager
	DeAnn Duffield, Manager
SLCas, L.L.C.
By: /s/ DeAnn Duffield, Manager
	DeAnn Duffield, Manager

EX-99.1

PACO DEVELOPMENT, L.L.C.

PO Box 34729

North Kansas City, Missouri 64116

CONTACT: Paco Development, L.L.C. (816) 877-0892

FOR IMMEDIATE RELEASE

NORTH KANSAS CITY, MISSOURI, April 10, 2006 - Paco Development, L.L.C. announced the extension of the expiration date of the outstanding tender offer for units of limited partnership interests of Boston Financial Qualified Housing Tax Credits L.P. III. The expiration date for the tender offer has been extended to 5:00 p.m., Kansas City time, on April 24, 2006. The offer was previously scheduled to expire at 5:00 p.m. Kansas City time on April 10, 2006.

To date, Paco Development reported the approximate number of units deposited to be 649 in response to the offer.

For further information, please contact Paco Development at (816) 877-0892.

EX-99.2

PACO DEVELOPMENT, L.L.C._____________________________________________________________

P. O. Box 34729 ~ North Kansas City, MO 64116 ~ (816) 877-0892

April 10, 2006

TO: Our Fellow Limited Partners in Boston Financial Qualified Housing Tax Credits L.P. III

We are amending the Offer to Purchase and related Agreement of Transfer and Letter of Transmittal dated March 10, 2006 (the "Offer"), which was made by Paco Development, L.L.C. (“us”, “we” or "Purchaser"). The Purchaser is offering to purchase Units of limited partnership interest (the "Units") in Boston Financial Qualified Housing Tax Credits L.P. III (the "Partnership"). The Purchaser is amending the Offer by:

·   Increasing the Offer to 100% of Outstanding Units. We are so committed to investigating the actions of this General Partner (Arch), we will now buy out all limited partners who do not want to wait on our litigation to open up the books and records before any more fire sales of the Partnership's property. This also refutes the General Partner’s argument that you may not be able to sell all of your Units.

·   Extending the Expiration Date. We are extending our offer to April 24, 2006. This offer may be further extended and notice of such extensions will promptly be disseminated to you in a manner to inform you of such change.

Please consider the following when deciding whether to sell. If you do not want to sell, we ask that you support the Purchaser’s demands that the General Partner, Arch Street III, Inc. (the "General Partner" or "Arch") stop selling assets that create taxable income without cash distributions and disclose relevant information contained in the Books and Records to all Limited Partners. Arch, who has become increasingly desperate to stop Limited Partners from selling their units, is sending out information we believe to be misleading that is paid for by our Partnership.

Taxable Income With NO Cash Distributions To Help Pay Taxes

We received our K-1 for the Partnership and were very disappointed to see our fears realized. Check your K-1 and you will note you have taxable income with NO cash distributions to pay any taxes. In fact, there have never been any cash distributions by the Partnership. The only way to make certain you do not face this problem in the future is to sell now.

Increased Reserves With No Cash Distributions For Limited Partners' Taxes

On March 17, 2006, our General Partner wrote us with news that our Partnership’s cash and cash equivalents totaled over $90 a unit. What Arch did not tell you was in the last Form 10-Q filing with the SEC, it disclosed all these funds and more would be placed in Partnership reserves. Unfortunately, none of the limited partners have the ability to pay our tax bills with Partnership reserves. The only use of our Partnership’s reserves to date has been to pay fees to the General Partner. Consider in 2005:

      2005 SCOREBOARD

Cash Paid to Limited Partners $0

Cash Paid to General Partner affiliates thru Dec. 31, 2005

for nine (9) months only$266,712

Why is the General Partner Hiding Books & Records?

The General Partner has spent thousands of dollars fighting requests by limited partners to review the books and records of the Partnership. The General Partner has failed to respond to all requests to show compliance with Partnership Agreement Section 5.3.4, which requires the General Partner to reimburse its affiliates at a cost no greater than an independent party would charge.

Limited Partner Lost Capital

The $1,000 per unit each limited partner invested over 12 years ago has not led to any cash distributions, but, except for tax credits, has only resulted in reserves that currently amount to $90 per unit according to the Partnership. In December 2005, Direct Investments Spectrum reported that “[t]he general partner (of the partnership) has negotiated agreements that will ultimately allow the Partnership to dispose of its interests in seven of the eighteen remaining local limited partnerships. It is unlikely that these dispositions will generate any material cash distributions to the Partnership.”

In summary, it would appear our Partnership has turned out to be a poor investment and we believe there is little chance to recover our capital of $1,000 a unit, much less achieving any return.

Can You Trust a General Partner Whose Affiliate In Boston Financial Qualified Housing Tax Credits L.P. IV Only Discloses Mistakes and Fees After Being Sued and Forced To Come Clean?

A dissident limited partner group we are involved in with respect to Boston Financial Qualified Housing Tax Credits L.P. IV ("Boston Financial IV"), has put pressure on affiliates of Arch and are finding out all kinds of mistakes and problems.

Arch’s affiliate calls mistakes they made in reporting to the SEC and Limited Partners irrelevant with respect to Boston Financial IV. We disagree. We believe the following mistakes are relevant:

1)Claiming to have contracted for the sale of five (5) properties that were not under contract.

2)Not disclosing that its affiliate is the General Partner of a troubled local limited partnership.

3)Telling Limited Partners to expect a cash distribution when none have ever been made.

Until we get the Books and Records of this Partnership, we have no idea what problems our Partnership could have.

We urge you to read the Offer to Purchase completely and to return your completed Agreement of Transfer and Letter of Transmittal promptly (pink form) in the envelope provided. Please note that the previous envelope sent to you in connection with this offer had an incorrect zip code, so if you have previously tendered to us, please re-tender to ensure that your tender is received.

April 10, 2006Very truly yours,

Paco Development, L.L.C.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

The Purchaser, together with the other Participants (as defined below), has made a preliminary filing with the SEC of a proxy statement in connection with a consent solicitation (the "Preliminary Proxy Statement") to solicit votes to remove Boston Financial Qualified Housing Tax Credits, L.P. IV current general partners and to elect Everest Housing Management, LLC, a California limited liability company as the successor general partner.

The Purchaser advises all unit holders of the Partnership to read the Preliminary Proxy Statement and other proxy materials as they become available because they contain important information. Such proxy materials are available at no charge on the SEC's web site at http://www.sec.gov. In addition, the Participants in the solicitation will provide copies of the proxy materials, without charge, upon request. Requests for copies should be directed to the Participants' proxy solicitor, The Altman Group, Inc., at its toll−free number: (800) 761-6532.

The Participants in the consent solicitation are Park G.P., Inc., Everest Housing Management, LLC, Paco Development, L.L.C., Anise, L.L.C., Bond Purchase, L.L.C., McDowell Investments, L.P. and Everest Housing Investors 2, LP (the "Participants"). Information regarding the Participants and their direct or indirect interests is available in the Schedule 13D jointly filed with the SEC on February 10, 2006, and the Preliminary Proxy Statement.

CORRESP

LATHROP & GAGE L.C.

2345 GRAND BOULEVARD, SUITE 2800

KANSAS CITY, MISSOURI 64108

April 11, 2006

Via Facsimile (202) 772-9203

and Edgar

Celeste M. Murphy, Esq.

Special Counsel

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington D.C. 20549-0306

Re:Boston Financial Qualified Housing Tax Credits L.P. III

Schedule TO-T filed on March 10, 2006, by Paco Development, L.L.C.

File No. 5-81103

Dear Ms. Murphy:

We received your letter dated March 22, 2006 (the “Comment Letter”), in which you commented on the Schedule TO-T (the “Schedule TO”) described above. The responses of Paco Development, L.L.C.("Paco") to your comments are set forth below. For your convenience, the original comments from your Comment Letter are reproduced below in bold type. Capitalized terms used herein have the same meanings as in the Schedule TO.

Introduction, page 4

1.   Please state the percentage of current outstanding units 11,400 units, the number of units sought by the purchaser, in the offer, represents of the current outstanding units. Further, please state that if all the units sought are acquired, the purchaser and the 13D Joint Filers will hold approximately 19.4% of the outstanding Units, as stated under your section on “Influence Over Future Voting Decisions” at page 19.

Response: The Schedule TO has been revised in response to your comment. Please note that Paco is amending the Offer to seek all of the outstanding Units.

Celeste M. Murphy, Esq.

April 11, 2006

Page 2 

Conditions of the Offer, page 12

2.   In our view, you may condition a tender offer on any number of conditions, as long as they are described with reasonable specificity, capable of some measure of objective verification, and outside of your control. In the first sentence of the last paragraph in this section, the phrase “regardless of the circumstances giving rise to such conditions” implies that you may assert an offer condition even when the condition is “triggered” by your own action or inaction. Please revise in accordance with our position.

Response: The Schedule TO has been revised in response to your comment.

Certain Information Concerning the Partnership, page 14

3.   Please note that the address of the SEC has changed to 100 F Street, N.E., Washington, D.C. 20549 and revise the reference throughout your disclosure accordingly.

Response: The Schedule TO has been revised in response to your comment.

Determination of Offer Price, page 15

4.   Provide a more precise description of the method underlying the Purchaser’s calculation of the offer price, including any assumptions made, and quantify the calculations where practicable. Security holders need to know what valuation methodologies were used in deciding the amount of the consideration offered. The bidder should summarize how the offer price was determined. If you prepared a valuation for the partnership, it should disclose the value along with the basis for the value. If you decided not to perform a valuation analysis please state your reasons for not doing so. Disclose any estimate of the fair market value of the Partnership’s property and the basis for the value. See Section 111B.1 of Exchange Act Release No. 34-43069 (July 24, 2000). We note that you did not obtain current independent valuations or appraisals of the assets nor did you develop an estimated current liquidation value.

Response: As set forth in the Offer to Purchase, in establishing the Offer price, Paco reviewed secondary market prices over the prior two years, which, according to Direct Investments Spectrum, ranged from $30.00 to $63.00. Additionally, Paco reviewed certain publicly available information including

Celeste M. Murphy, Esq.

April 11, 2006

Page 3

among other things: (i) Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and (ii) other reports filed with the Securities and Exchange Commission, including the Partnership’s cash on hand, debt obligations and net income. Paco did not obtain independent valuations or appraisals of the assets. Paco did not develop an estimated current liquidation value or valuation for the Partnership’s Units due to the Partnership not granting Paco access to the Partnership’s books and records or the partnership agreements in the limited partnerships that the Partnership has an interest. Paco believes this information is necessary to establish a valuation for the Partnership.

5.   Tell us, in a supplemental response, whether you received any valuations or projections prepared by the general partner or its affiliates and obtained by you that are materially related to the transaction.

Response: Paco did not receive any valuations or projections prepared by the general partner or affiliates that are materially related to the transaction.

Certain Information Concerning the Purchaser, page 16

6.   We note that Mr. David L. Johnson is included in the definition of “13D Joint Filers.” Further, we note the reference to Mr. Johnson’s control of certain members of the Park Group, of which Paco is a member, and the apparent court actions described in the Partnership’s Schedule 14D-9 filed March 17, 2006. Please provide us with your analysis as to whether this or any other proceeding, criminal, judicial, or administrative is required to be disclosed pursuant to item 3 and General Instruction C to Schedule TO. See also Item 1003 of Regulation M-A.

Response: Paco does not believe the court actions described in the Partnership's Schedule 14D-9 filed March 17, 2006, is required to be disclosed pursuant to Item 1003 of Regulation M-A. Item 1003, in relevant part, provides that disclosure is required when (i) "the person was convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors)" and (ii) "the person was a party to any judicial or administrative proceeding during the past five years (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws."

Celeste M. Murphy, Esq.

April 11, 2006

Page 4

Mr. Johnson was not convicted in a criminal proceeding during the past five years (excluding traffic violations or similar misdemeanors), nor did the court action described in the Partnership’s Schedule 14D-9 result in a judgment, decree or final order enjoining Mr. Johnson from future violations of federal or state securities laws, or find any violation of federal or state securities laws.

Closing Comments

While acknowledging the Staff's position, and without implying any specific issue with such position, we respectfully decline to make the statements requested. There is no requirement that we do so. To the extent the requested statements are accurate statements of applicable law, there is no reason to obtain from bidders a recitation of such law. To the extent the statements go beyond applicable law or reflect interpretations of law that may be open to dispute, it would not be fair or appropriate to require bidders to make statements that might prejudice their right to take a contrary position at some later time, if the occasion arose.

Please do not hesitate to contact me at (816) 460-5806 with any questions or comments you may have regarding the above responses.

Very truly yours,

LATHROP & GAGE L.C.

By: /s/ Scott M. Herpich

Scott M. Herpich