Boston Capital
March 23, 2011
VIA EDGAR
Daniel L. Gordon
Branch Chief
Division of Corporation Finance
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Boston Capital Tax Credit Fund III, L.P.
Form 10-K for the year ended 3/31/2010
Filed on 6/29/2010
File No. 000-21718
Dear Mr. Gordon:
This letter is submitted by Boston Capital Tax Credit Fund III, L.P. (the "Company") in response to the comments of the staff (the "Staff") of the Division of Corporation Finance of the Securities and Exchange Commission (the "Commission") with respect to the Company's Form 10-K for the year ended March 31, 2010 (File No. 000-21718) (the "Form 10-K"). For your convenience, the Staff's comments are reproduced below before the Company's answers.
FORM 10-K FOR THE YEAR ENDED MARCH 31, 2010
General
Response: If we continue to incorporate information from our prospectus, we will clearly identify the document by disclosing the file number and date filed, and we will file all relevant pages that we have incorporated as an exhibit.
Response: We will indicate in future filings that the Beneficial Assignee Certificates are registered pursuant to Section 12(g) of the Exchange Act.
Item 9A - Controls and Procedures, page 145
Response: We have evaluated and assessed our internal control over financial reporting both with respect to the registrant as a whole and each series individually. Based on this evaluation and assessment, our management believes that, as of March 31, 2010, the internal control over financial reporting with respect to the registrant as a whole and each series individually was effective. In our future filings, we will state that the scope of our evaluation and disclosures covers each series individually, as well as the Company as a whole.
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The Company hereby acknowledges that:
Please contact me at (617) 624-8772 or Daniel McAvoy of Nixon Peabody LLP at (212) 940-3112 with any further comments or questions you may have.
By: /S/ Marc N Teal_________
Marc N. Teal
Principal Financial Officer
cc: Marc Teal
Richard Stein, Esq., Nixon Peabody LLP
Daniel McAvoy, Esq., Nixon Peabody LLP