SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ý	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the fiscal year ended March 31, 2005 or
o	TRANSITION REPORT PERSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                  to

Commission file number  0-21718

BOSTON CAPITAL TAX CREDIT FUND III L.P.

(Exact name of registrant as specified in its charter)

Delaware	52-1749505
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Boston Place, Suite 2100, Boston, Massachusetts	02108
(Address of principal executive offices)	(Zip Code)

Registrants telephone number, including area code (617)624-8900

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

Title of each class	Name of each exchange on which registered
None	None

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

Beneficial Assignee Certificates

(Title of Class)

Indicate by check mark whether the Fund (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 twelve months (or for such shorter period that the Fund was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 or Regulation S-K ( 229.405 of this chapter) 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.

ý

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the ACT)

YES o NO ý

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Fund are incorporated by reference:

Form 10-K Parts	Document
Parts I, III as supplemented	October 7, 1993 Prospectus,
	Parts II, IV Form 8-K
	Form 8-K dated April 4, 1994
	Form 8-K dated April 4, 1994
	Form 8-K dated April 7, 1994
	Form 8-K dated April 8, 1994
	Form 8-K dated April 12, 1994
	Form 8-K dated April 14, 1994
	Form 8-K dated May 12, 1994
	Form 8-K dated May 29, 1994
	Form 8-K dated May 31, 1994
	Form 8-K dated June 16, 1994
	Form 8-K dated June 27, 1994
	Form 8-K dated June 27, 1994
	Form 8-K dated July 8, 1994
	Form 8-K dated September 1, 1994
	Form 8-K dated September 12, 1994
	Form 8-K dated September 21, 1994
	Form 8-K dated October 19, 1994
	Form 8-K dated October 25, 1994
	Form 8-K dated October 28, 1994
	Form 8-K dated November 19, 1994
	Form 8-K dated January 12, 1995

BOSTON CAPITAL TAX CREDIT FUND III L.P.
Form 10-K ANNUAL REPORT
FOR THE YEAR ENDED MARCH 31, 2005

TABLE OF CONTENTS

PART I
Item 1.	Business
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Submission of Matters to a Vote of Security Holders
PART II
Item 5.	Market for the Fund’s Limited Partnership Interests and Related Partnership Matters
Item 6.	Selected Financial Data
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7a.	Quantitative and Qualitative Disclosure About Market Risk
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9a.	Controls and Procedures
PART III
Item 10.	Directors and Executive Officers of the Fund
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management
Item 13.	Certain Relationships and Related Transactions
Item 14.	Principal Accountant Fees and Services
PART IV
Item 15.	Exhibits, Financial Statement Schedules, and Reports on Form 8-K
	Signatures

PART I

Item 1.Business

Organization

Boston Capital Tax Credit Fund III L.P. (the “Fund”) is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of September 19, 1991.  Effective as of June 1, 2001 there was a restructuring, and as a result, the Fund’s general partner was reorganized as follows.  The General Partner of the Fund continues to be Boston Capital Associates III L.P., a Delaware limited partnership.  The general partner of the General Partner is now BCA Associates Limited Partnership, a Massachusetts limited partnership, whose sole general partner is C&M Management, Inc., a Massachusetts corporation.  John P. Manning is the principal of Boston Capital Partners, Inc.  The limited partner of the General Partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc., and its affiliates.  The Assignor Limited Partner is BCTC III Assignor Corp., a Delaware corporation which is wholly-owned by John P. Manning.

The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates (“BACs”) to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund.

A Registration Statement on Form S-11 and the related prospectus, as supplemented (the “Prospectus”) was filed with the Securities and Exchange Commission and became effective January 24, 1992 in connection with a public offering (“Offering”) in one or more series of a minimum of 250,000 BACs and a maximum of 20,000,000 BACs at $10 per BAC.  On September 4, 1993 the Fund filed an amendment to Form S-11 with the Securities and Exchange Commission which registered an additional 2,000,000 BACs at $10 per BAC for sale to the public in one or more series.  The registration for additional BACs became effective on October 6, 1993.  As of March 31, 2005, subscriptions had been received and accepted by the General Partner in Series 15, 16, 17, 18 and 19 for 21,996,102 BACs, representing capital contributions of $219,961,020.  The Fund issued the last BACs in Series 19 on December 17, 1993.  This concluded the Public Offering of the Fund.

The Offering, including information regarding the issuance of BACs in series, is described on pages 84 to 87 of the Prospectus, as supplemented, under the caption “The Offering”, which is incorporated herein by reference.

1

Description of Business

The Fund’s principal business is to invest as a limited partner in other limited partnerships (the “Operating Partnerships”) each of which will own or lease and will operate an Apartment Complex exclusively or partially for low- and moderate-income tenants.  Each Operating Partnership in which the Fund will invest will own Apartment Complexes which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance.  Each Apartment Complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the “Federal Housing Tax Credit”), thereby providing tax benefits over a period of ten to twelve years in the form of tax credits which investors may use to offset income, subject to certain strict limitations, from other sources.  Certain Apartment Complexes may also qualify for the historic rehabilitation tax credit under Section 47 of the Code (the “Rehabilitation Tax Credit”).  The Federal Housing Tax Credit and the Government Assistance programs are described on pages 37 to 51 of the Prospectus, as supplemented, under the captions “Tax Credit Programs” and “Government Assistance Programs,” which is incorporated herein by reference.  Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as Tax Credits.  The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income.  Some of the Apartment Complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the Apartment Complex, but directly to the individuals.  At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the Apartment Complex.

As of March 31, 2005 the Fund had invested in 66 Operating Partnerships on behalf of Series 15, 64 Operating Partnerships on behalf of Series 16, 47 Operating Partnerships on behalf of Series 17, 34 Operating Partnerships on behalf of Series 18 and 26 Operating Partnerships on behalf of Series 19.  A description of these Operating Partnerships is set forth in Item 2 herein.

The business objectives of the Fund are to:

(1)provide current tax benefits to Investors in the form of Federal Housing Tax Credits and in limited instances, a small amount of Rehabilitation Tax Credits, which an Investor may apply, subject to certain strict limitations, against the investor’s federal income tax liability from active, portfolio and passive income;

(2)provide tax benefits in the form of passive losses which an Investor may apply to offset his passive income (if any); and

(3)preserve and protect the Fund’s capital and provide capital appreciation and cash distributions through increases in value of the Fund’s investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the Apartment Complexes.

2

The business objectives and investment policies of the Fund are described more fully on pages 30 to 37 of the Prospectus, as supplemented, under the caption “Investment Objectives and Acquisition Policies,” which is incorporated herein by reference.

Employees

The Fund does not have any employees.  Services are performed by the General Partner and its affiliates and agents retained by them.

Item 2.Properties

The Fund has acquired a Limited Partnership interest in 237 Operating Partnerships in five series, identified in the table set forth below.  In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit.  Initial occupancy of a unit in each Apartment Complex which complied with the Minimum Set-Aside Test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as “Qualified Occupancy.”  Each of the Operating Partnerships and each of the respective Apartment Complexes are described more fully in the Prospectus or applicable Report on Form 8-K.  The General Partner believes that there is adequate casualty insurance on the properties.

Please refer to Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.

3

Boston Capital Tax Credit Fund III L.P. - Series 15

PROPERTY PROFILES AS OF MARCH 31, 2005

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
April Gardens Apts. III	Las Piedras, PR	32	$	1,439,360	09/92	05/93	100	%	$	279,823
Autumwood Heights	Keysville, VA	40	1,286,700		08/92	01/93	100	%	256,700
Barton Village Apartments	Arlington, GA	18	499,782		10/92	03/93	100	%	101,154
Bergen Meadows	Bergen, NY	24	990,134		07/92	07/92	100	%	199,420
Bridlewood Terrace	Horse Cave, KY	24	771,657		01/94	01/95	100	%	167,679
Brunswick Commons	Lawrenceville, VA	24	795,182		03/92	09/92	100	%	152,282
Buena Vista Apartments, Phase II	Union, SC	44	1,425,151		03/92	01/92	100	%	281,000
Calexico Senior Apts.	Calexico, CA	38	1,886,870		09/92	09/92	100	%	366,220
Chestnut Hills Estates	Altoona, AL	24	724,857		09/92	09/92	100	%	146,500
Columbia Heights Apts.	Camden, AR	32	1,262,086		10/92	09/93	100	%	247,599
Coral Ridge Apartments	Coralville, IA	102	2,353,776		03/92	11/92	100	%	2,257,827
Country Meadows II, III, IV	Sioux Falls, SD	55	1,134,349		05/92	09/92	100	%	1,220,825
Curwensville House Apts.	Curwensville, PA	28	1,187,140		09/92	07/93	100	%	262,000
Deerfield Commons	Crewe, VA	39	1,206,236		04/92	06/92	100	%	242,430

4

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
East Park Apts. I	Dilworth, MN	24	$	502,099	06/94	01/94	100	%	$	406,100
Edgewood Apts.	Munford-ville, KY	24	769,946		06/92	08/92	100	%	156,763
Golden Age Apts.	Oak Grove, MO	17	395,676		04/92	11/91	100	%	84,410
Graham Village Apts.	Graham, NC	50	1,230,000		10/94	06/95	100	%	919,461
Greentree Apts.	Utica, OH	24	668,358		04/94	10/75	100	%	76,069
Greenwood Village	Fort Gaines, GA	24	659,405		08/92	05/93	100	%	131,268
Hadley’s Lake Apts.	East Machias ME	18	1,018,345		09/92	01/93	100	%	291,400
Hammond Heights Apts.	Westernport, MD	35	1,458,017		07/92	02/93	100	%	327,944
Harrison-ville Properties II	Harrison-ville, MO	24	597,811		03/92	11/91	100	%	144,004
Harvest Point Apts.	Madison, SD	30	1,175,653		03/95	12/94	100	%	268,760
Hearthside II	Portage, MI	60	1,861,923		04/92	11/92	100	%	1,153,620

5

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Heron’s Landing I	Lake Placid, FL	37	$	1,179,726	10/92	10/92	100	%	$	255,339
Higginsville Estates	Higginsville, MO	24	616,226		03/92	03/91	100	%	146,111
Kearney Estates	Kearney, MO	24	621,899		05/92	01/92	100	%	138,103
Lakeside Apts.	Lake Village AR	32	1,196,559		08/94	08/95	100	%	282,004
Lake View Green Apts.	Lake View, SC	24	871,074		03/92	07/92	100	%	183,603
Laurelwood Apartments, Phase II	Winnsboro,  SC	32	1,048,003		03/92	02/92	100	%	229,986
Lebanon Properties III	Lebanon, MO	24	619,871		03/92	02/92	100	%	152,171
Lebanon Village II	Spring Grove, VA	24	901,037		08/92	02/93	100	%	169,000
Lilac Apts.	Leitchfield, KY	24	705,873		06/92	07/92	100	%	148,015
Livingston Plaza	Livingston, TX	24	656,868		12/92	11/93	100	%	176,534
Manning Lane Apts.	Manning, SC	42	1,441,572		08/92	03/93	100	%	296,436
Marshall Lane Apts.	Marshallville, GA	18	542,098		08/92	12/92	100	%	114,200

6

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Maryville Properties	Maryville, MO	24	$	704,550	05/92	03/92	100	%	$	156,636
Meadow View Apts.	Grantsville, MD	36	1,456,140		05/92	02/93	100	%	291,322
Millbrook Commons	Sanford, ME	16	901,775		06/92	11/92	100	%	227,100
Monark Homes	Van Buren & Barling, AR	10	311,856		06/94	03/94	100	%	239,800
North Prairie Manor Apts.	Plainwell, MI	28	860,667		09/92	05/93	100	%	206,820
North Trail Apts.	Arkansas City, KS	24	803,206		09/94	12/94	100	%	194,118
Oakwood Village	Century, FL	39	1,087,420		05/92	05/92	100	%	249,374
Osceola Estates Apts	Osceola, IA	24	611,594		05/92	05/92	100	%	161,325
Payson Senior Center Apts.	Payson, AZ	39	1,459,446		08/92	08/92	100	%	365,755
Rainier Manor Apts.	Mt. Rainier, MD	104	3,592,148		04/92	01/93	100	%	1,095,382
Ridgeview Apartments	Brainerd, MN	24	858,987		03/92	01/92	100	%	165,434

7

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Rio Mimbres II Apartments	Deming, NM	24	$	758.657	04/92	04/92	100	%	$	149,811
River Chase Apts.	Wauchula, FL	47	1,450,122		08/92	10/92	100	%	322,944
Rolling Brook III Apts.	Algonac, MI	26	809,576		06/92	11/92	100	%	185,632
School St. Apts. Phase I	Marshall, WI	24	667,973		04/92	05/92	100	%	666,025
Shenandoah Village	Shenandoah, PA	34	1,442,612		08/92	02/93	100	%	317,136
Showboat Manor Apts.	Chesaning, MI	26	779,568		07/92	02/93	96	%	178,084
Spring Creek II Apts.	Derby, KS	50	907,800		04/92	06/92	100	%	1,060,282
Sunset Sq. Apts.	Scottsboro, AL	24	724,731		09/92	08/92	100	%	143,900
Taylor Mill Apartments	Hodgenville KY	24	753,583		04/92	05/92	100	%	173,606
Timmons Village Apts.	Lynchburg, SC	18	610,677		05/92	07/92	100	%	122,450
University Meadows	Detroit, MI	53	2,182,841		06/92	12/92	100	%	1,676,750
Valatie Woods	Valatie, NY	32	1,288,011		06/92	04/92	100	%	277,600

8

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Village Woods	Healdton, OK	24	$	682,958	08/94	12/94	100	%	$	173,616
Villas Del Mar	Urb. Corales de Hatillo, PR	32	1,439,547		08/92	08/92	100	%	307,200
Virgen del Pozo Garden Apts.	Sabana Grande, PR	70	3,280,588		08/92	07/93	100	%	772,550
Weedpatch Country Apts.	Weedpatch, CA	36	1,931,232		01/94	09/94	100	%	461,197
Whitewater Village Apts.	Ideal, GA	18	515,402		08/92	11/92	100	%	108,000
Wood Park Pointe	Arcadia, FL	36	1,146,482		06/92	05/92	100	%	243,672

9

Boston Capital Tax Credit Fund III L.P. - Series 16

PROPERTY PROFILES AS OF MARCH 31, 2005

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
1413 Leavenworth Apts.	Omaha, NE	60	$	1,558,585	12/92	03/93	100	%	$	1,287,526
Abbey Orchards Apts.	Nixa, MO	48	1,317,777		03/94	06/94	100	%	1,163,875
Abbey Orchards Apts. II	Nixa, MO	56	1,091,902		08/94	07/94	100	%	1,137,750
Bernice Villa Apts.	Bernice, LA	32	900,772		05/93	10/93	100	%	200,476
Branch River Commons Apts	Wakefield, NH	24	1,236,509		09/92	02/93	100	%	246,105
Brunswick Manor Apts.	Lawrence-ville, VA	40	1,386,924		02/94	07/94	100	%	278,519
Canterfield Manor	Denmark, SC	20	752,125		11/92	01/93	100	%	175,959
Cape Ann YMCA Community Ctr.	Gloucester, MA	23	354,431		01/93	12/93	100	%	693,132
Carriage Park Village	Westville, OK	24	687,887		02/93	07/93	100	%	144,714
Cedar Trace Apts.	Brown City, MI	16	492,950		10/92	07/93	100	%	102,500
Cielo Azul Apts.	Aztec, NM	30	996,126		05/93	05/93	100	%	389,749
Clymer Park Apts.	Clymer, PA	32	1,420,050		12/92	11/94	100	%	317,428

10

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Crystal Ridge Apts.	Davenport, IA	126	$	2,829,995	10/93	02/94	100	%	$	3,032,972
Cumberland Woods Apts.	Middlesboro, KY	40	1,420,608		12/93	10/94	100	%	412,700
Deer Run Apts.	Warrenton, NC	31	628,741		08/93	03/93	100	%	572,200
Derry Round House Court	Borough of Derry, PA	26	1,091,967		02/93	02/93	100	%	248,019
Fairmeadow Apts.	Latta, SC	24	863,433		01/93	07/93	100	%	195,400
Falcon Ridge Apts.	Beattyville, KY	32	1,018,181		04/94	01/95	100	%	247,200
Forest Pointe Apts.	Butler, GA	25	732,395		12/92	09/93	100	%	162,397
Gibson Manor Apts.	Gibson, NC	24	874,055		12/92	06/93	100	%	161,412
Greenfield Properties	Greenfield, MO	20	518,979		01/93	05/93	100	%	126,046
Greenwood Apts.	Mt. Pleasant, PA	36	1,433,306		11/93	10/93	100	%	352,000
Harmony House Apts.	Galax, VA	40	1,429,949		11/92	07/93	100	%	285,588
Haynes House Apartments	Roxbury, MA	131	2,729,691		08/94	09/95	100	%	2,005,814
Holly Tree Manor	Holly Hill, SC	24	866,928		11/92	02/93	100	%	201,490
Isola Square Apartments	Isola, MS	32	949,131		11/93	04/94	100	%	246,722

11

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Joiner Manor	Joiner, AR	25	$	776,116	01/93	06/93	100	%	$	149,670
Landview Manor	Bentonia, MS	28	823,796		07/93	02/94	100	%	190,109
Laurel Ridge Apts.	Idabel, OK	52	1,345,966		04/93	12/93	100	%	282,606
Lawtell Manor Apts.	Lawtell, LA	32	886,691		04/93	08/93	100	%	202,603
Logan Lane Apts	Ridgeland, SC	36	1,272,209		09/92	03/93	100	%	274,750
Mariner’s Pointe Apts	Milwaukee, WI	64	2,002,377		12/92	08/93	100	%	1,684,121
Mariner’s Pointe Apts. II	Milwaukee, WI	52	1,942,539		12/92	08/93	100	%	1,676,219
Meadows of Southgate	Southgate, MI	83	2,159,521		07/93	05/94	100	%	1,716,000
Mendota Village Apts	Mendota, CA	44	1,930,885		12/92	05/93	100	%	438,300
Mid City Apts.	Jersey City, NJ	58	2,618,243		09/93	06/94	100	%	3,097,210
Newport Elderly Apts.	Newport, VT	24	1,188,505		02/93	10/93	100	%	221,626
Newport Manor Apts.	Newport, TN	30	929,383		09/93	12/93	100	%	204,863
Oak Forest Apts.	Eastman, GA	41	1,147,151		12/92	10/93	100	%	251,269

12

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Parkwoods Apts.	Anson, ME	24	$	1,256,969	12/92	09/93	100	%	$	320,206
Plantation Manor	Tchula, MS	28	810,680		07/93	12/93	100	%	195,030
Ransom St. Apartments	Blowing Rock, NC	13	502,021		12/93	11/94	100	%	100,249
Riviera Apts.	Miami Beach, FL	56	1,646,049		12/92	12/93	100	%	1,442,978
Sable Chase of McDonough	McDonough, GA	222	4,490,554		12/93	12/94	100	%	5,618,968
Simmesport Square Apts.	Simmesport, LA	32	903,599		04/93	06/93	100	%	198,500
St. Croix Commons Apts.	Woodville, WI	40	961,144		10/94	12/94	100	%	534,847
St. Joseph Square Apts.	St. Joseph, LA	32	931,773		05/93	09/93	100	%	206,086
Summersville Estates	Summersville, MO	24	607,254		05/93	06/93	100	%	157,976
Stony Ground Villas	St. Croix, VI	22	1,394,842		12/92	06/93	100	%	358,414
Talbot Village II	Talbotton, GA	24	665,302		08/92	04/93	100	%	129,683
Tan Yard Branch Apts. I	Blairsville, GA	24	743,502		12/92	09/94	100	%	151,154
Tan Yard Branch Apts. II	Blairsville, GA	25	727,740		12/92	07/94	100	%	144,304

13

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
The Fitzgerald Building	Plattsmouth, NE	20	$	574,707	12/93	12/93	100	%	$	924,780
The Woodlands	Tupper Lake, NY	18	913,132		09/94	02/95	100	%	214,045
Tuolumne City Senior Apts.	Tuolumne, CA	30	1,565,983		12/92	08/93	100	%	376,535
Turtle Creek Apts.	Monticello, AR	27	831,501		05/93	10/93	100	%	185,392
Valley View Apartments	Palatine Bridge, NY	32	1,382,073		05/94	05/94	100	%	326,870
Victoria Pointe Apts.	North Port, FL	42	1,414,731		10/94	01/95	100	%	338,058
Vista Linda Apartments	Sabana Grande, PR	50	2,465,143		01/93	12/93	100	%	445,530
West End Manor	Union, SC	28	967,468		05/93	05/93	100	%	231,741
Westchester Village of Oak Grove	Oak Grove, MO	33	978,274		12/92	04/93	100	%	889,700
Westchester Village of St. Joseph	St. Joseph, MO	60	1,167,752		07/93	06/93	100	%	1,316,500
Willcox Senior Apts.	Willcox, AZ	30	1,081,282		01/93	06/93	100	%	268,747
Woods Landing Apts.	Damascus, VA	40	1,427,421		12/92	09/93	100	%	286,171

14

Boston Capital Tax Credit Fund III L.P. - Series 17

PROPERTY PROFILES AS OF MARCH 31, 2005

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Annadale Apartments	Fresno, CA	222	$	11,821,311	01/96	06/90	100	%	$	1,108,873
Artesia Properties	Artesia, NM	40	1,373,772		09/94	09/94	100	%	399,464
Aspen Ridge Apts.	Omaha, NE	42	729,939		09/93	11/93	100	%	809,750
Briarwood Apartments	Clio, SC	24	884,056		12/93	08/94	100	%	211,133
Briarwood Apartments of DeKalb	DeKalb, IL	48	1,104,789		10/93	06/94	100	%	1,041,834
Briarwood Village	Buena Vista, GA	38	1,123,145		10/93	05/94	100	%	252,700
Brookwood Village	Blue Springs, MO	72	2,201,042		12/93	12/94	100	%	1,629,100
Cairo Senior Housing	Cairo, NY	24	1,049,734		05/93	04/93	100	%	201,711
Caney Creek Apts.	Caneyville, KY	16	465,618		05/93	04/93	100	%	118,800
Central House	Cambridge, MA	128	1,893,596		04/93	12/93	100	%	2,498,109
Clinton Estates	Clinton, MO	24	723,821		12/94	12/94	100	%	162,717
Cloverport Apts.	Cloverport, KY	24	730,754		04/93	07/93	100	%	174,575
College Greene Senior Apts	Chili, NY	110	3,676,802		03/95	08/95	100	%	232,545

15

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Crofton Manor Apts.	Crofton, KY	24	$	781,343	04/93	03/93	100	%	$	168,420
Deerwood Village Apts	Adrian, GA	20	633,632		02/94	07/94	100	%	160,900
Doyle Village	Darien, GA	38	1,147,426		09/93	04/94	100	%	235,509
Fuera Bush Senior Housing	Fuera Bush, NY	24	1,075,557		07/93	05/93	100	%	189,364
Gallaway Manor Apts.	Gallaway, TN	36	1,032,816		04/93	05/93	100	%	221,432
Glenridge Apartments	Bullhead City, AZ	52	2,006,443		06/94	06/94	100	%	520,500
Green Acres Estates	West Bath, ME	48	1,067,243		01/95	11/94	100	%	135,849
Green Court Apartments	Mt. Vernon, NY	76	2,366,092		11/94	11/94	88	%	964,813
Henson Creek Manor	Fort Washington, MD	105	4,034,184		05/93	04/94	100	%	2,980,421
Hickman Manor Apts. II	Hickman, KY	16	521,559		11/93	12/93	100	%	134,094
Hill Estates, II	Bladenboro, NC	24	992,377		03/95	07/95	100	%	132,300
Houston Village	Alamo, GA	24	668,861		12/93	05/94	100	%	169,418
Isola Square Apts.	Greenwood, MS	36	1,043,841		11/93	08/94	100	%	304,556

16

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05			Cap Con Paid Thru 3/31/05
Ivywood Park Apts.	Smyrna, GA	106	$	3,708.638	06/93	10/93	100	%	$		2,093,847
Jonestown Manor Apts.	Jonestown, MS	28	849,944		12/93	12/94	100	%	243,605
Largo Ctr. Apartments	Largo, MD	100	4,062,522		03/93	06/94	100	%	2,753,475
Laurel Ridge Apts.	Naples, FL	78	3,112,817		02/94	12/94	100	%	1,808,844
Lee Terrace Apartments	Pennington Gap, VA	40	1,458,040		02/94	12/94	100	%	288,268
Maplewood Park Apts.	Union City, GA	110	3,309,052		04/94	07/95	100	%	1,416,091
Oakwood Manor of Bennetts-ville	Bennetts-ville, SC	24	858,132		09/93	12/93	100	%	89,200
Opelousas Point Apts.	Opelousas, LA	44	1,352,769		11/93	03/94	100	%	439,277
Palmetto Villas	Palmetto, FL	49	1,613,687		05/94	04/94	100	%	421,795
Park Place	Lehigh Acres, FL	36	1,144,821		02/94	05/94	100	%	283,687
Pinehurst Senior Apts.	Farwell, MI	24	789,313		02/94	02/94	100	%	183,176
Quail Village	Reedsville, GA	31	857,675		09/93	02/94	100	%	171,855
Royale Townhomes	Glen Muskegon, MI	79	2,836,008		12/93	12/94	100	%	909,231

17

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Seabreeze Manor	Inglis, FL	37	$	1,209,649	03/94	01/95	100	%	$	294,387
Soledad Senior Apts.	Soledad, CA	40	1,902,322		10/93	01/94	100	%	407,894
Stratford Place	Midland, MI	53	906,503		09/93	06/94	100	%	902,915
Villa West V Apartments	Topeka, KS	52	1,035,009		02/93	10/92	100	%	902,700
Waynesburg House Apts.	Waynesburg, PA	34	1,463,528		07/94	12/95	100	%	501,140
West Front Residence	Skowhegan, ME	30	1,546,398		09/94	08/94	100	%	487,390
West Oaks Apartments	Raleigh, NC	50	1,107,771		06/93	07/93	100	%	811,994
White Castle Manor	White Castle, LA	24	761,212		06/94	05/94	100	%	198,684

18

Boston Capital Tax Credit Fund III L.P. - Series 18

PROPERTY PROFILES AS OF MARCH 31, 2005

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Arch Apartments	Boston, MA	75	$	1,644,815	04/94	12/94	100	%	$	3,017,845
Bear Creek Apartments	Naples, FL	118	4,535,634		03/94	04/95	100	%	3,586,687
Briarwood Apartments	Humbolt, IA	20	696,646		08/94	04/95	100	%	162,536
California Apartments	San Joaquin, CA	42	1,782,967		03/94	12/94	100	%	519,100
Chatham Manor	Chatham, NY	32	1,358,854		01/94	12/93	100	%	296,860
Chelsea Sq. Apartments	Chelsea, MA	6	301,393		08/94	12/94	100	%	451,929
Clarke School	Newport, RI	56	2,461,133		12/94	12/94	100	%	1,804,536
Cox Creek Apartments	Ellijay, GA	25	814,772		01/94	01/95	100	%	214,824
Evergreen Hills Apts.	Macedon, NY	72	2,687,190		08/94	01/95	100	%	1,627,293
Glen Place Apartments	Duluth, MN	35	1,085,714		04/94	06/94	100	%	1,328,621
Harris Music Building	West Palm Beach, FL	38	1,264,325		06/94	11/95	100	%	1,286,304
Kristine Apartments	Bakersfield,CA	60	1,215,057		10/94	10/94	100	%	1,636,293
Lakeview Meadows II	Battle Creek, MI	60	1,529,204		08/93	05/94	100	%	1,029,000

19

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Lathrop Properties	Lathrop, MO	24	$	723,221	04/94	05/94	100	%	$	171,579
Leesville Elderly Apts.	Leesville, LA	54	1,299,832		06/94	06/94	100	%	776,500
Lockport Seniors Apts.	Lockport, LA	40	1,066,662		07/94	09/94	100	%	595,439
Maple Leaf Apartments	Franklinville, NY	24	1,078,445		08/94	12/94	100	%	296,587
Maple Terrace	Aurora, NY	32	1,361,932		09/93	09/93	100	%	279,988
Marengo Park Apts.	Marengo, IA	24	738,041		10/93	03/94	100	%	133,552
Meadowbrook Apartments	Oskaloosa, IA	16	473,213		11/93	09/94	100	%	96,908
Meadows Apartments	Show Low, AZ	40	1,457,498		03/94	05/94	100	%	420,302
Natchitoches Senior Apartments	Natchitoches, LA	40	944,051		06/94	12/94	100	%	644,175
Newton Plaza Apts.	Newton, IA	24	792,669		11/93	09/94	100	%	166,441
Oakhaven Apartments	Ripley, MS	24	484,880		01/94	07/94	100	%	116,860
Parvin’s Branch Townhouses	Vineland, NJ	24	654,691		08/93	11/93	100	%	761,856

20

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05		Cap Con Paid Thru 3/31/05
Peach Tree Apartments	Felton, DE	32	$	1,451,148	01/94	07/93	100	%	$	206,100
Pepperton Villas	Jackson, GA	29	846,193		01/94	06/94	100	%	222,762
Prestonwood Apartments	Bentonville, AR	62	722,420		12/93	12/94	100	%	1,067,200
Richmond Manor	Richmond, MO	36	1,006,542		06/94	06/94	100	%	231,593
Rio Grande Apartments	Eagle Pass, TX	100	2,118,021		06/94	05/94	100	%	666,840
Troy Estates	Troy, MO	24	672,770		12/93	01/94	100	%	159,007
Vista Loma Apartments	Bullhead City, AZ	41	1,578,742		05/94	09/94	100	%	465,650
Vivian Seniors Apts.	Vivian, LA	40	230,906		07/94	09/94	100	%	625,691
Westminster Meadow	Grand Rapids, MI	64	1,973,710		12/93	11/94	100	%	1,378,000

21

Boston Capital Tax Credit Fund III L.P. - Series 19

PROPERTY PROFILES AS OF MARCH 31, 2005

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05			Cap Con Paid Thru 3/31/05
Callaway Villa	Holt’s Summit, MO	48	$	1,089,466	06/94	12/94	100	%	$		1,181,010
Carrollton Villa	Carrollton, MO	48	1,322,464		06/94	03/95	100	%	1,121,758
Clarke School	Newport, RI	56	2,461,133		12/94	12/94	100	%	1,153,719
Coopers Crossing	Irving, TX	93	3,392,623		06/96	12/95	100	%	2,145,000
Delaware Crossing Apartments	Ankeny, IA	152	3,219,865		08/94	03/95	100	%	3,337,884
Garden Gate Apartments	Forth Worth, TX	240	5,417,839		02/94	04/95	100	%	3,576,605
Garden Gate Apartments	Plano, TX	240	6,796,541		02/94	05/95	100	%	3,166,064
Hebbronville Senior	Hebbronville, TX	20	504,883		12/93	04/94	100	%	82,592
Jefferson Square	Denver, CO	64	2,338,733		05/94	08/95	100	%	1,715,351
Jenny Lynn Apts.	Morgantown, KY	24	785,003		01/94	09/94	100	%	182,800
Lone Star Senior	Lone Star, TX	24	597,241		12/93	05/94	100	%	138,740
Mansura Villa II Apartments	Mansura, LA	32	941,157		05/94	08/95	100	%	227,910
Maplewood Park Apts.	Union City, GA	110	3,309,052		04/94	07/95	100	%	1,416,091
Martindale Apts.	Martindale, TX	24	659,419		12/93	01/94	100	%	154,790

22

Property Name	Location	Units	Mortgage Balance As of 12/31/04		Acq Date	Const Comp	Qualified Occupancy 3/31/05			Cap Con Paid Thru 3/31/05
Munford Village	Munford, AL	24	$	741,506	10/93	04/94	100	%	$		165,800
Northpoint Commons	Kansas City, MO	158	4,386,305		07/94	06/95	100	%	2,124,024
Poplar Ridge Apts.	Madison, VA	16	638,577		12/93	10/94	100	%	124,704
Prospect Villa III Apartments	Hollister, CA	30	1,707,443		03/95	05/95	100	%	499,104
Sahale Heights Apts.	Elizabethtown, KY	24	838,107		01/94	06/94	100	%	238,600
Seville Apartments	Forest Village, OH	24	650,388		03/94	03/78	100	%	71,780
Sherwood Knoll	Rainsville, AL	24	762,518		10/93	04/94	100	%	162,500
Summerset Apartments	Swainsboro, GA	30	920,632		01/94	11/95	100	%	223,029
Tanglewood Apartments	Lawrenceville, GA	130	3,935,570		11/93	12/94	100	%	3,020,840
Village North I	Independence, KS	24	833,267		06/94	12/94	100	%	190,471
Vistas at Lake Largo	Largo, MD	110	4,793,910		12/93	01/95	100	%	2,833,420
Wedgewood Lane Apartments	Cedar City, UT	24	978,734		06/94	09/94	100	%	262,800

23

Item 3.Legal Proceedings

None.

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

None.

24

PART II

Item 5.Market for the Partnership’s Limited Partnership Interests and Related Partnership Matters and Issuer Parchases of Partnership Interests

(a)Market Information

The Fund is classified as a limited partnership and thus has no common stock.  There is no established public trading market for the BACs and it is not anticipated that any public market will develop.

(b)Approximate number of security holders

As of March 31, 2005 the Fund has 13,242 BAC holders for an aggregate of 21,996,102 BACs, at a subscription price of $10 per BAC, received and accepted.

The BACs were issued in series.  Series 15 consists of 2,440 investors holding 3,870,500 BACs, Series 16 consists of 3,400 investors holding 5,429,402 BACs, Series 17 consists of 2,930 investors holding 5,000,000 BACs, Series 18 consists of 2,092 investors holding 3,616,200 BACs, and Series 19 consists of 2,380 investors holding 4,080,000 BACs at March 31, 2005.

(c)Dividend history and restriction

The Fund has made no distributions of Net Cash Flow to its BAC Holders from its inception, September 19, 1991 through March 31, 2005.

The Fund Agreement provides that Profits, Losses and Credits will be allocated each month to the holder of record of a BAC as of the last day of such month.  Allocation of Profits, Losses and Credits among BAC Holders will be made in proportion to the number of BACs held by each BAC Holder.

Any distributions of Net Cash Flow or Liquidation, Sale or Refinancing Proceeds will be made within 180 days of the end of the annual period to which they relate.  Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by such Person on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month.

Fund allocations and distributions are described on page 60 of the Prospectus, as supplemented, under the caption “Sharing Arrangements: Profits, Credits, Losses, Net Cash Flow and Residuals”, which is incorporated herein by reference.

During the year ended March 31, 2005, the Fund made a return ofequity distribution to the Series 15 and Series 17 Limited Partners in the amount of $107,567 and $24,767, respectively.  The distributions were the result of proceeds available from the sale or transfer of one or more Operating Partnerships.

25

Item 6.Selected Financial Data

The information set forth below presents selected financial data of the Fund for each of the years ended March 31, 2001 through March 31, 2005.  Additional detailed financial information is set forth in the audited financial statements listed in Item 15 hereof.

	(UNAUDITED)**
Operations	March 31, 2005			March 31, 2004			March 31, 2003			March 31, 2002			March 31, 2001
Interest & Other Income	$	24,940		$	30,103		$	45,840		$	108,235		$	159,689
Share of Loss of Operating Partnership	(12,401,037		)	(9,459,170		)	(9,013,016		)	(9,965,195		)	(10,571,206		)
Operating Expense *	(21,174,761		)	(3,818,419		)	(3,394,204		)	(2,557,899		)	(2,998,840		)
Net Loss	$	(33,550,858	)	$	(13,247,486	)	$	(12,361,380	)	$	(12,414,859	)	$	(13,410,357	)
Net Loss per BAC	$	(1.51	)	$	(.60	)	$	(.56	)	$	(.56	)	$	(.60	)

Balance Sheet	March 31, 2005		March 31, 2004		March 31, 2003		March 31, 2002		March 31, 2001
Total Assets	$	27,590,451	$	58,793,521	$	70,791,712	$	83,058,985	$	93,724,360
Total Liabilities	$	22,002,383	$	19,522,261	$	18,272,966	$	18,178,859	$	16,429,375
Partners’ Capital	$	5,588,068	$	39,271,260	$	52,518,746	$	64,880,126	$	77,294,985

* Operating Expense includes Impairment Losses recorded in the amounts of $18,797,540 for 2005, $1,136,378 for 2004, $707,589 for 2003, and $371,241 for 2001.

** Refer to Exceptions to Certifications discussing presentation of Unaudited Financial Statements

26

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements such as our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. Such statements are “forward looking statements” within the meaning of Section 27A of the Securities Act of 1993, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created thereby. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, without limitation, the factors identified in Part I, Item 1 of this Report. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and, therefore, there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Liquidity

The Fund’s primary source of funds is the proceeds of its Public Offering. Other sources of liquidity will include (i) interest earned on capital contributions held pending investment or on working capital reserves and (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest.  All sources of liquidity are available to meet the obligations of the Fund.  The Fund does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships.

The Fund is currently accruing the annual fund management fee to enable each series to meet current and future third party obligations.  Fund management fees accrued during the year ended March 31, 2005 were $2,584,802, and total fund management fees accrued as of March 31, 2005 were $21,142,392.  During the year ended March 31, 2005 the Fund paid fees of $127,647 which were applied to prior year accruals.

Pursuant to the Partnership Agreement, such liabilities will be deferred until the Fund receives sale or refinancing proceeds from Operating Partnerships, and at that time proceeds from such sales or refinancing would be used to satisfy such liabilities.

Capital Resources

The Fund offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on January 24, 1992.  The Fund received and accepted subscriptions for $219,961,020 representing 21,996,102 BACs from investors admitted as BAC Holders in Series 15 through 19 of the Fund. The Fund issued the last BACs in Series 19 on December 17, 1993.  This concluded the Public Offering of the Fund.

(Series 15).  The Fund commenced offering BACs in Series 15 on January 24, 1992.  The Fund received and accepted subscriptions for $38,705,000 representing 3,870,500 BACs from investors admitted as BAC Holders in Series 15.  Offers and sales of BACs in Series 15 were completed and the last of BACs in Series 15 were issued by the Fund on June 26, 1992.

27

During the fiscal year ended March 31, 2005, the Fund released $11,998 of Series 15 net offering proceeds to pay outstanding installments of its capital contributions to 1 Operating Partnership.  As of March 31, 2005 proceeds from the offer and sale of BACs in Series 15 had been used to invest in a total of 67 Operating Partnerships in an aggregate amount of $29,390,546, and the Fund had completed payment of all installments of its capital contributions to 66 of the 67 Operating Partnerships.  Series 15 has $4,208 in capital contributions that remain to be paid to the other Operating Partnership.  The remaining contributions will be released when the Operating Partnership has achieved the conditions set fourth in their partnership agreements.

(Series 16).  The Fund commenced offering BACs in Series 16 on July 10, 1992. The Fund received and accepted subscriptions for $54,293,000, representing 5,429,402 BACs in Series 16.  Offers and sales of BACs in Series 16 were completed and the last of the BACs in Series 16 were issued by the Fund on December 28, 1992.

During the fiscal year ended March 31, 2005, the Fund released $1,500 of Series 16 net offering proceeds to pay outstanding installments of its capital contributions to 1 Operating Partnership.  As of March 31, 2005 the netproceeds from the offer and sale of BACs in Series 16 had been used to invest in a total of 64 Operating Partnerships in an aggregate amount of $40,829,228, and the Fund had completed payment of all installments of its capital contributions to 60 of the 64 Operating Partnerships.  Series 16 has $72,362 in capital contributions that remain to be paid to the other 4 Operating Partnerships.  The remaining contributions will be released when the Operating Partnerships have achieved the conditions set fourth in their partnership agreements.

(Series 17).  The Fund commenced offering BACs in Series 17 on January 24, 1993.  The Fund received and accepted subscriptions for $50,000,000 representing 5,000,000 BACs from investors admitted as BAC Holders in Series 17.  Offers and sales of BACs in Series 17 were completed and the last of the BACs in Series 17 were issued on June 17, 1993.

During the fiscal year ended March 31, 2005, the Fund did not use any of Series 17 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2005 proceeds from the offer and sale of BACs in Series 17 had been used to invest in a total of 48 Operating Partnerships in an aggregate amount of $37,062,980, and the Fund had completed payments of all installments of its capital contributions to 43 of the 48 Operating Partnerships.  Series 17 has outstanding contributions payable to 5 Operating Partnerships in the amount of $67,895 as of March 31, 2005.  Of the amount outstanding, $15,097 has been funded into an escrow account on behalf of one of the Operating Partnership.  The remaining contributions will be released when the Operating Partnerships have achieved the conditions set fourth in their partnership agreements.

(Series 18).  The Fund commenced offering BACs in Series 18 on June 17,1993.  The Fund received and accepted subscriptions for $36,162,000 representing 3,616,200 BACs from investors admitted as BAC Holders in Series 18.  Offers and sales of BACs in Series 18 were completed and the last of the BACs in Series 18 were issued on September 22, 1993.

During the fiscal year ended March 31, 2005, the Fund did not use any of Series 18 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2005 proceeds from the offer and sale of BACs in Series 18 had been used to invest in a total of 34 Operating Partnerships

28

in an aggregate amount of $26,652,205, and the Fund had completed payments of all installments of its capital contributions to 32 of the 34 Operating Partnerships.  Series 18 has $18,554 in capital contributions that remain to be paid to the other 2 Operating Partnerships.  The remaining contributions will be released when the Operating Partnerships have achieved the conditions set fourth in their partnership agreements.

(Series 19).  The Fund commenced offering BACs in Series 19 on October 8, 1993.  The Fund received and accepted subscriptions for $40,800,000 representing 4,080,000 BACs from investors admitted as BAC Holders in Series 19.  Offers and sales of BACs in Series 19 were completed and the last of the BACs in Series 19 were issued on December 17, 1993.

During the fiscal year ended March 31, 2005, the Fund released $24,000 of Series 19 net offering proceeds to pay outstanding installments of its capital contributions to 1 Operating Partnership.  As of March 31, 2005 proceeds from the offer and sale of BACs in Series 19 had been used to invest in a total of 26 Operating Partnerships in an aggregate amount of $30,164,485, and the Fund had completed payments of all installments of its capital contributions to the Operating Partnerships.

Results of Operations

The Fund incurred an annual fund management fee to the General Partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the Apartment Complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid or payable by the Operating Partnerships.  The annual fund management fee incurred, net of reporting fees received for the fiscal years ended March 31, 2005 and 2004 was $1,666,693 and $2,202,369, respectively.   The decrease in the current years annual fund management fee incurred net of reporting fees, is primarily the result of the payment of prior years Reporting Fee in the amounts of $256,461 for Series 15 and $235,999 for Series 17 from the sale of one Operating Partnership.

The Fund’s investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest.  The Fund’s investments in Operating Partnerships have been and will be made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders.

(Series 15).  As of March 31, 2005 and 2004, the average Qualified Occupancy for the series was 99.9%.  The series had a total of 66 properties at March 31, 2005, 65 of which were at 100% qualified occupancy.

For the tax years ended December 31, 2004 and 2003, the series, in total, generated $2,879,758 and $2,801,330, respectively, in passive income tax losses that were passed through to the investors and also provided $0.14 and $0.55, respectively, in tax credits per BAC to the investors. Series 15 experienced a decrease in the tax credits generated per BAC from calendar year 2004 to 2005. The Operating Partnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total credits could be spread over as many as 13 years.  In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year.  The decrease in credits from calendar year 2004 to 2005 results from the fact that a large number of the Operating Partnerships are in their final years of credit.  The decrease in tax credits generated per BAC is expected to continue until all credits have been realized and tax credits generated per BAC will be reduced to zero.

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As of March 31, 2005 and 2004, Investments in Operating Partnerships for Series 15 was $1,479,898, and $7,381,968, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for its investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

For the years ended December 31, 2004 and 2003, Series 15 reflects net loss from Operating Partnerships of $(2,458,307) and $(3,158,279), respectively, which includes depreciation and amortization of $3,372,711 and $4,113,421, respectively.

In an attempt to capitalize on the strong California real estate market the Operating General Partner of Hidden Cove Apartments (Hidden Cove) entered into an agreement to sell the property and the transaction closed in May 2003.  As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period and, to provide a recapture bond to avoid the recapture of the tax credits that have been taken.  Sale proceeds due to Boston Capital Tax Credit Fund I-Series 3 (BCTC I) and Boston Capital Tax Credit Fund III-Series 15 (BCTC III) were $1,572,368 and $136,352, respectively.  The majority of the sale proceeds were received by the Investment Partnerships in May 2003, and the balance was received in September 2003.  Of the proceeds received $1,240,404 and $107,565, for Series 3 and Series 15, respectively was distributed to the investors in July 2004.  This represented a per BAC distributions of $.430 and $.028 for Series 3 and 15, respectively. The total returned to the investors was distributed based on the number of BACs held by each investor.  The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership.  The remaining proceeds total of $360,750 was paid to BCAMLP for fees and expenses related to the sale and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows:  $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $50,000 represents a fee for overseeing and managing the disposition of the property; and $300,750 represents a partial payment of outstanding Asset Management Fees due to BCAMLP.  At the time of the sale, the Operating General Partners retained some funds in an account in the name of the Operating Partnership to cover costs that would be incurred in the process of dissolving the Operating Partnership entity.  These funds were not fully utilized and the ILP share of the remaining funds were paid in April 2005.  The totals received were $9,163 for Series 3 and $795 for Series 15.   The amounts have been added to each Series available reserves and were recognized in the gain on the sale of the property as of March 31, 2005.  Annual losses generated by the Operating Partnership, which were applied against the ILP’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero for Series 3 and $66,166 for Series 15.  Accordingly, gains on the sale of the property were recorded by Series 3 and Series 15 of $1,535,521 and $28,992, respectively.  The gains recorded represented the proceeds received by the ILP, net of their remaining investment balance, unreimbursed advances to the Operating Partnership and their share of the disposition fee.

School Street I Limited Partnership (School Street Apts. I) is a 24-unit complex located in Marshall, Wisconsin.  Average occupancy for the first quarter of 2005 is 69%. Occupancy at the property had dropped due to an increase in evictions for non-payment of rent.    Average vacancies in the area are running 15%-17%.  In January, 2005, Management decreased the rent

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levels by $50 and eliminated the water and sewer surchange.  A resident referral program was also initiated.  The property is advertising in local publications, rental publications and the Madison, Wisconsin newspaper.  As a result, traffic started to pick up during the first quarter and occupancy was 74% as of March 31, 2005.   In mid-May, 2005, occupancy continued to increase and was 83%. Operations remain below breakeven due to high operating expenses and vacancy loss.   The Operating General Partner continues to fund any operating cash deficits.  The mortgage, taxes, insurance and accounts payables are current.  The current mortgage for this development expired in December of 2004.  The original mortgage note has a provision whereby at the lenders sole discretion the mortgage may be extended five years.  The Operating General Partner obtained a one year extension from the lender to pursue alternative financing.  The Operating General Partner was able to refinance the current mortgage with a four year loan with the first two years requiring monthly interest payments only.  The loan amortizes over a thirty year period and is guaranteed by the principals of the Operating General Partner.  The interest rate is LIBOR plus 220 basis points.  In addition, the Operating General Partner requested that the Investment Limited Partnership assist in funding operating deficits through the end of the compliance period which occurs in 2007.  The Investment Limited Partnership agreed to advance funds over time in quarterly amounts equal to 25% of the operating deficit up to $25,000 through the end of the compliance period.  As of March 2005 the Investment Limited Partnership had not advanced any funds to the property.  In the secord quarter of 2005 the Investment Limited Partnership advanced $1,500 to the property.

Manor Eight Limited Partnership (Lakeside Apartments) is a 32-unit, senior property, located in Lake Village, Arkansas.  Average physical occupancy in 2004 was 80%.  Despite the low occupancy, the property operated above breakeven with Debt Coverage Service Ratio of 1.10.  As of the first quarter 2005, occupancy is still low at 84%, however, the property is operating above breakeven with Debt Coverage Service Ratio of 1.06.  The low occupancy is due to a lack of qualified residents in the Lake Village area.  To increase rental traffic to the property, the management company has been advertising heavily in surrounding area newspapers.  In January 2004, to enhance revenue, Rural Development allowed management to increase rental rates from $450 to $510 for one bedroom apartments and from $500 to $560 for two bedroom apartments. The property can support rental increases because the residents only pay 30% of their monthly income with the rest covered by rental assistance.  The mortgage, taxes, insurance and payables are current.

Livingston Plaza, Limited (Livingston Plaza) is a 24-unit, family property located in Livingston, Texas.  Average occupancy in the first quarter of 2005 was 88%.  The property is having occupancy problems due to insufficient marketing and poor management.  In December 2005, a new, more experienced site manager took over the management of the property.  She implemented a more stringent tenant screening criteria to stabilize the tenant base and addressed deferred maintenance issues to improve curb appeal.  The Investment General Partner visited the property in April 2005 and noted improvements in the landscaping, project housekeeping and unit conditions.  The Investment General Partner also continues to work with the management company to discuss more effective marketing and outreach strategies to increase traffic.  All taxes, insurance and mortgage payments are current.  The Operating General Partner guarantee is unlimited in time and amount.

Osage Housing Associates Limited Partnership (Spring Creek Apartments II) is a 50-unit family property located in Derby, Kansas, a suburb of Wichita.  Average occupancy has dropped from 96% at the end of June 2004 to 84% in July 2004 and hovered around 85% for the remainder of the year.  The drop in

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occupancy was largely due to new home ownership programs sponsored by the state which have made purchasing a home a much more attractive option for residents.  Management believes that the local economy is growing and has reported that several large chain stores may be moving to the area.  Management intends to approach the human resources manager of a recently opened Lowe’s Home Improvement store to obtain qualified applicants.  Occupancy has improved to 90% as of March 31, 2005.  The Operating General Partner, MRV, Inc., funded operating deficits in 2004 despite an expired guarantee.

Greentree Apartments Limited (Sue Ellen Apartments) is a 24-unit family property located in Utica, Ohio.  Utica is a small rural town of about 2,000 residents 40 miles outside of Columbus.  Average occupancy for the first quarter of 2005 was 74%.  Many families have taken advantage of the USDA’s single-family home ownership program.  The Investment General Partner recently negotiated with the Operating General Partner for the insertion of exit strategy language into the Partnership Agreement.  The Investment General Partner has secured a tentative buyer for the property and intends to complete the sale by mid-2005.

In October 2004, while attempting to capitalize on the strong California real estate market, the Operating General Partner of California Investors VII (Summit Ridge Apartments/Longhorn Pavilion) entered into an agreement to sell the property and the transaction closed in the first quarter of 2005.  As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken.  The estimated proceeds to the ILPs Boston Capital Tax Credit Fund II-Series 12 and Series 14 (BCTC II) and Boston Capital Tax Credit Fund III-Series 15 and Series 17 (BCTC III) received in the first quarter 2005 are $919,920, $312,959, $1,459,511, and $1,346,025, for Series 12, Series 14, Series 15, and Series 17, respectively.  Of the total expected to be received, $211,638 is for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, $183,283 is a reimbursement of funds previously advanced to the Operating Partnership by affiliates of the Investment Partnership and $3,643,494 is the estimated proceeds from the sale of the ILP’s interests.  Of the estimated proceeds, it is expected that $700,257, $235,742, $1,074,778, and $989,026, for Series 12, Series 14, Series 15, and Series 17, respectively, will be distributed to the investors.  Provided this is the actual amount distributed, this represented a per BAC distribution of $.236, $.042, $.278, and $.198, for Series 12, Series 14, Series 15, and Series 17, respectively.  The remaining estimated proceeds of $643,691 are anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement for amounts owed to affiliates.  The breakdown of amounts expected to be paid to BCAMLP is as follows: $51,250 for overseeing and managing the disposition of the property; $88,274 represents a reimbursement of estimated expenses incurred in connection with the disposition; $504,167 represents a partial payment of outstanding Asset Management Fees due to BCAMLP.  Accordingly, losses on the sale of the property were recorded by Series 12, Series 14, Series 15 and Series 17 of $2,113,352, $690,791, $3,046,179 and $2,791,520, respectively.  The losses recorded represented the proceeds received by the ILP, net of their remaining investment balance, unreimbursed advances to the Operating Partnership and their share of the disposition fee.

Wood Park Pointe, RRH, Limited (Wood Park Pointe) is located in Arcadia, Florida.  The property was hit by multiple hurricanes in the late fall of 2004 resulting in the total loss of habitability to all 37 residential units.  Due

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to the massive amount of insurance claims filed in this area, payment processing was delayed. The Operating General Partner received insurance proceeds for reconstruction in January 2005.  Several general contractors have been contacted and asked to submit bids. Construction is scheduled to commence in June of 2005. The compliance period ends in 2006.  The Investment Limited Partner is currently negotiating the insertion of exit strategy language into the Partnership Agreement to allow for the sale of its interest in the partnership at the end of the compliance period.

Heron’s Landing RRH Limited (Heron’s Landing I) is a 37-unit development located in Lake Placid, Florida. The property was damaged by two hurricanes in September 2004 resulting in 19 residential units coming off line. The property is receiving loss of rent insurance payments. Repairs are anticipated to be complete by May 31, 2005.  While repairs are underway, displaced residents are being housed with family or in FEMA trailers. At the time of the hurricane, the Investment General Partner was in the process of negotiating a transfer of the Operating General Partner interest in exchange for exit strategy for the Limited Partner.  The transfer of the Operating General Partner’s interest and the insertion of exit strategy language into the partnership agreement occurred January 7, 2005.  The compliance period ends in 2006.

Lake View Associates (Lake View Green Apartments) is a 24 unit property located in Lake View, SC.  Low occupancy has hindered this property’s performance.  Occupancy averaged 87.9% in 2004.  Occupancy remains sluggish during the first quarter of 2005, averaging 86%.  Management is experiencing difficulties in finding tenants able to pay the current rental rates necessary to sustain the property.  Due to federal and state cutbacks, applicants are not receiving the projected rental assistance that was expected when the property was originally underwritten.  Management has proposed a 20% rent reduction to its local housing authority as its only viable option to increase occupancy.  Unless the property receives additional rental assistance subsidies or the rents are reduced, management predicts occupancy will decline further.  The mortgage, taxes, insurance and payables are current.

Buena Vista Apartments, Phase II (Buena Vista Apartments) is a 44 unit property located in Union, SC. The property did not break even in 2004 due to mediocre occupancy and a 12% increase in operating expenses over the prior year. The property’s performance has improved in the first quarter of 2005. Operating expenses, which averaged $2,911/unit in 2004, decreased to $2,623/unit during the first quarter of 2005. Occupancy, which averaged 91% in 2004, has also improved to 97.7% in the first quarter of 2005. Management is confident that the property will break even in 2005 due to the decrease in operating expenses and the increase in rental revenue.  The mortgage, taxes, insurance and payables are current.

(Series 16).  As of March 31, 2005 and 2004, the average Qualified Occupancy for the series was 100%.  The series had a total of 64 properties at March 31, 2005, all of which were at 100% qualified occupancy.

For the tax years ended December 31, 2004 and 2003, the series, in total, generated $3,506,250 and $3,778,016, respectively, in passive income tax losses that were passed through to the investors and also provided $0.56 and $1.14, respectively, in tax credits per BAC to the investors.  Series 16 experienced a decrease in the tax credits generated per BAC from calendar year 2004 to 2005. The Operating Partnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total credits could be spread over as many as 13 years.  In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year.  The decrease in credits from

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calendar year 2004 to 2005 results from the fact sum of the Operating Partnerships have entered their final years of credit.  The decrease in tax credits generated per BAC is expected to continue until all credits have been realized and tax credits generated per BAC will be reduced to zero

As of March 31, 2005 and 2004, Investments in Operating Partnerships for Series 16 was $4,684,946 and $11,502,384, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

For the years ended December 31, 2004 and 2003, Series 16 reflects net loss from Operating Partnerships of $(3,184,975) and $(3,649,910), respectively, which includes depreciation and amortization of $4,521,303 and $4,540,081, respectively.

Cass Partners, L.P. (The Fitzgerald Building) is a 20-unit family property, located in Plattsmouth, NE, that continues to operate below breakeven due to low occupancy.  Through the fourth quarter of 2004, average physical occupancy remained at 35%.  In the first quarter 2005 physical occupancy increased to 40%. Over abundance of affordable housing in the area has negatively impacted occupancy at this property. Lay-offs at area businesses have further softened the market.  Additionally, the property does not offer amenities such as washer and dryer hook-ups in each unit nor does it have a parking lot for its residents; amenities available in surrounding tax credit properties.

In the first quarter of 2004, to improve marketability of the property, the Operating General Partner renovated ten out of thirteen vacant apartments; however, this did not result in an increase in physical occupancy.  The management company has stepped up their advertising, met with the local real estate companies, and has increased site signage.  The four commercial spaces at the property have been leased and generate about $1,500 in monthly income. The mortgage and insurance are current; however the real estate taxes for 2003 and 2004 are overdue.  The Operating General Partner is working with the city to establish a payment plan.  Additionally, in the second quarter of 2005, the city will be reassessing the value of the property which will reduce real estate taxes.   The Operating General Partner has supported the property financially in the past; however, in the third quarter the Operating General Partner requested help from the Investment General Partner.  The Investment General Partner is working closely with the Operating General Partner to insure that the mortgage does not go into default.

Clymer Park Associates Limited Partnership (Clymer Park Apartments) located in Clymer, Pennsylvania is a 32-unit elderly development.  The 2004 audited financial statement indicates operations above breakeven due to improvements in occupany. As of March 31, 2005 occupancy at the property is 94%.  The management company currently maintains a significant waiting list of pre-qualified tenants and is currently processing several applications. The Operating General Partner continues to monitor the Operating Partnership.

Summersville Estates Limited Partnership (Summersville Estates) is a 24–unit property located in Summersville, Missouri.  First quarter 2005 occupancy has increased to 79% from an average of 71% in 2004 The property has struggled with occupancy due to poor performance of the previous on-site manager and the resulting lack of operating income to perform turnover repairs to several vacant units. Management tried to get approval from Rural Development (RD) to use Replacement Reserve funds for the renovations; however, RD would not approve the withdrawal. In December 2004 Management hired a new property

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manager who also covers maintenance for the property. He has concentrated on getting the vacant units rent-ready and has successfully improved occupancy. The first quarter report shows that the property is generating cash, despite the fact that expenses for the vacant unit improvements are being paid out of operating income. The Investment Limited Partner is currently negotiating the sale of its interest, but will continue to monitor operations closely until the sale is complete or operations have improved and stabilized.

St. Croix Commons Limited Partnership (St. Croix Commons Apartments) is a 40-unit, family property located in Woodville, Wisconsin.  The property operated with an average occupancy of 82% for the year 2004.  Based on the most recent information received occupancy has increased slightly to an average of 84% as of March 2005.  Operating expenses continue to stay below the state average. Because of the high vacancy rate and the low rental rates in the area, the property did not achieve breakeven operations through the first quarter of 2005.  The management agent continues to market the available units by, working closely with the housing authority and continuing various marketing efforts to attract qualified residents.  The Operating General Partner continues to financially support the Operating Partnership.  The mortgage, taxes, insurance and payables are current.

1413 Leavenworth Historic, L.P. (Lofts By The Market Apartments) is a 60 unit historic development located on the fringe of the historic warehouse district in downtown Omaha, Nebraska.  The original developer/general partner is still in place and continues to fund the operating deficits.  The property operated with positive cash flow through 1999, although unresolved tax credit compliance issues accumulated, including the receipt of 8823s.  Since 2000, ineffective management and the cost of repairing deferred maintenance items in 2002 resulted in the property operating with a substantial negative cash flow. Over the past three years, there have been four different management companies retained to manage the property.  This inconsistency has contributed to the cash flow and compliance problems currently plaguing the property.  On June 1, 2003, management of the property was transferred to Fieldcrest Management.  Fieldcrest is an entity related to the Operating General Partner that was formed to take over the management of the Operating General Partner’s assets. It is hoped that the Operating General Partner’s close relationship with the managing agent will encourage him to provide the resources and cooperation necessary to assure the management company’s success in operating the property effectively. Current major issues include inconsistent physical and economical occupancy, high operating expenses and past tax credit compliance issues. On December 31 2004, the property manager reported physical occupancy at 95% and stabilizing. Economic occupancy is reported to be improving proportionately.  The management company has implemented expense controls and is working to decrease payables.  While the property is still operating with an annual operating deficit of $36,000, this represents an improvement of $257,000 compared to the deficits incurred in 2003.  If occupancy and operations continue to stabilize, the Operating General Partner may be able to obtain new financing with a lower interest rate in 2005.  Current tenant files are being audited for tax compliance standards.  Prior year 8823s continue to be reviewed to determine if issues can still be addressed.   In May, 2005 the Operating General Partner obtained a lenders commitment to refinance the current debt on the property.  The Investment Limited Partner is currently reviewing the commitment and proposal from the Operating General Partner to enter into a separation agreement.   It is hoped that an agreement can be reached during the second and third quarters of 2005.

(Series 17).  As of March 31, 2005 and 2004, the average Qualified Occupancy for the Series was 99.76%.  The series had a total of 47 properties at March 31, 2005, 46 of which were at 100% qualified occupancy.

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For the tax years ended December 31, 2004 and 2003, the series, in total, generated $2,587,116 and $2,965,801, respectively, in passive income tax losses that were passed through to the investors and also provided $0.54 and $1.27, respectively, in tax credits per BAC to the investors. Series 17 experienced a decrease in the tax credits generated per BAC from calendar year 2004 to 2005. The Operating Partnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total credits could be spread over as many as 13 years.  In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year.  The decrease in credits from calendar year 2004 to 2005 results from the fact sum of the Operating Partnerships have entered their final years of credit.  The decrease in tax credits generated per BAC is expected to continue until all credits have been realized and tax credits generated per BAC will be reduced to zero.

As of March 31, 2005 and 2004 Investments in Operating Partnerships for Series 17 was $4,891,801 and $12,903,828, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

For the years ended December 31, 2004 and 2003, Series 17 reflects net loss from Operating Partnerships of $(1,400,083) and $(3,926,792), respectively, which includes depreciation and amortization of $3,999,711 and $4,751,784, respectively.  The significant decrease in net loss in the current year was due to the sale of one Operating Partnership, which is discussed below.

In an attempt to capitalize on the strong California real estate market the Operating General Partner of California Investors VI (Orchard Park) entered into an agreement to sell the property and the transaction closed in June 2003.  As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken.  Sale proceeds due to Boston Capital Tax Credit Fund I-Series 3 (BCTC I) and Boston Capital Tax Credit Fund III-Series 17 (BCTC III) after repayment of advances made to the Operating Partnership were $453,144 and $31,790, respectively.  Of the proceeds received $352,768 and $24,748, for Series 3 and Series 17, respectively, was distributed to the investors in July 2004. This represented a per BAC distribution of $.122 and $.005 for Series 3 and 17, respectively. The total returned to the investors was distributed based on the number of BACs held by each investor at the time of the sale. The amounts for each series, while different in actual dollars, represent the same percentage of return to each Investment Partnership.  The remaining proceeds total of $107,418 was paid to BCAMLP for fees and expenses related to the sale, and partial reimbursement of amounts payable to affiliates. The breakdown of the amount to be paid to BCAMLP is as follows:  $10,000 represents reimbursement of expenses incurred related to sale, which includes but is not limited to due diligence, legal and mailing costs; $50,000 represents a fee for overseeing and managing the disposition of the property; and $47,418 represents a partial payment of accrued asset management fees.  Annual losses generated by the Operating Partnership, which were applied against the ILP’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the ILP investment in the Operating Partnership to zero for Series 3 and $28,682 for Series 17.  Accordingly, gains on the sale of the property were recorded as of March 31 2004 by Series 3 and Series 17 of $406,422 and $3,109, respectively.  The gains recorded represented the proceeds received by the ILP, net of their remaining investment balance and their share of the disposition fee.

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Midland Housing L.P. (Stratford Place Apartments) is a 53 unit family/elderly property located in Midland, MI.   The average occupancy for 2004 was 79%, and declined slightly in first quarter of 2005 to 77%.  The site manager stated the primary cause for the low occupancy is competition from home ownership due to low interest rates and low home values in the market area. There are also three affordable housing communities in this town, all competing with each other.  Management is offering reduced rents of $100 per month, and resident referrals are being implemented to raise occupancy. The Operating General Partner is expecting the occupancy to improve with the current marketing effort and do not anticipate any further rent concessions.  The Operating General Partner continues to fund operating deficits.  The mortgage, real estate taxes and insurance are current.

Operations at Palmetto Properties Ltd. (Palmetto Villas) have historically suffered from low occupancy and significant deferred maintenance issues.  Occupancy through December 2004 has averaged 88%.  Occupancy has increased to 93% in the first quarter of 2005. The property is currently operating above breakeven due to reduced operating expenses, however the replacement reserve has not been funded at required levels.  At December 31, 2003 real estate taxes were delinquent for the years 2001-2003 in the amount of $85,416.  In February 2004, Rural Development (RD) agreed to voucher the 2001 and 2002 unpaid taxes.  The 2003 taxes were paid from property operations.  In an effort to make the property financially solvent, Rural Development is working towards re-amortizing the total loan amount thus easing the burden on the property for all outstanding balances due.  Due to the successions of hurricanes experienced in Florida, the finalization of the refinance has been delayed slightly and is anticipated to be completed in July 2005. Management has also requested additional Rental Assistance, and a rent increase of $30 per unit.  The Operating Partnership is faced with deferred maintenance issues.  There is evidence of damage to some of the concrete patios, which are washing out as there are no gutters to divert the rainfall.  There is a drainage problem at the base of the driveways.  The kitchen counters and cabinets are old.  The property is experiencing problems with the cracking of water pipes.  The pipes are apparently buried only 5 inches below the surface. Management has focused on funding the tax and insurance escrow to avoid any further delinquencies in paying the property taxes, and was able to pay the 2004 taxes in November 2004.  Once the debt is reamortized, the focus will be on replenishing reserves in order to cure deferred maintenance issues.  The Investment General Partner continues to monitor the situation.

Aspen Ridge Apartments, L.P. (Aspen Ridge Apartments) is a 42-unit development located in Omaha, Nebraska.  The original developer/general partner is still in place and continues to fund the operating deficits.  The property operated with positive cash flow through 1999, although unresolved tax credit compliance issues accumulated, including the receipt of 8823s.   Since 2000, ineffective management and the cost of repairing deferred maintenance items in 2002 resulted in the property operating with a substantial negative cash flow. Over the past three years, there have been four different management companies retained to manage the property.  This inconsistency has contributed to the cash flow and compliance problems currently plaguing the property.  On June 1, 2003, management of the property was transferred to Fieldcrest Management.  Fieldcrest is an entity related to the Operating General Partner that was formed to take over the management of the Operating General Partner’s assets. It is hoped that the Operating General Partner’s close relationship with the managing agent will encourage him to provide the resources and cooperation necessary to assure the management company’s success in operating the property effectively. Current major issues include inconsistent physical and economical occupancy, high operating expenses and tax credit compliance issues.  On December 31 2004, the property manager reports stabilized physical occupancy

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at 98%.  Economic occupancy is reported to be improving proportionately, averaging 95% for 2004. The management company has implemented expense controls and is working to decrease payables.  The property reported a positive cash flow of $44,000 for 2004, which is a $186,000 improvement over performance in 2003.  If occupancy and operations remains stabilized, the Operating General Partner may be able to obtain new financing bearing a lower interest rate in 2005.  Current tenant files are being audited for tax credit compliance standards.  Past 8823s are being reviewed to determine if any corrections can be made.  In May, 2005 the Operating General Partner obtained a lenders commitment to refinance the current debt on the property.   The Investment General Partner is currently reviewing the commitment and proposal from the Operating General Partner to enter into a separation agreement.   It is hoped that an agreement can be reached during the second or third quarters of 2005.

In October 2004, while attempting to capitalize on the strong California real estate market, the Operating General Partner of California Investors VII (Summit Ridge Apartments/Longhorn Pavilion) entered into an agreement to sell the property and the transaction closed in the first quarter of 2005.  As part of the purchase agreement, the buyer is required to maintain the property as affordable housing through the end of the tax credit compliance period, and to provide a recapture bond to avoid the recapture of the tax credits that have been taken.  The estimated proceeds to the ILPs Boston Capital Tax Credit Fund II-Series 12 and Series 14 (BCTC II) and Boston Capital Tax Credit Fund III-Series 15 and Series 17 (BCTC III) received in the first quarter 2005 are $919,920, $312,959, $1,459,511, and $1,346,025, for Series 12, Series 14, Series 15, and Series 17, respectively.  Of the total expected to be received, $211,638 is for payment of outstanding reporting fees due to an affiliate of the Investment Partnership, $183,283 is a reimbursement of funds previously advanced to the Operating Partnership by affiliates of the Investment Partnership and $3,643,494 is the estimated proceeds from the sale of the ILP’s interests.  Of the estimated proceeds, it is expected that $700,257, $235,742, $1,074,778, and $989,026, for Series 12, Series 14, Series 15, and Series 17, respectively, will be distributed to the investors.  Provided this is the actual amount distributed, this represented a per BAC distribution of $.236, $.042, $.278, and $.198, for Series 12, Series 14, Series 15, and Series 17, respectively.  The remaining estimated proceeds of $643,691 are anticipated to be paid to BCAMLP for fees and expenses related to the sale and partial reimbursement for amounts owed to affiliates.  The breakdown of amounts expected to be paid to BCAMLP is as follows: $51,250 for overseeing and managing the disposition of the property; $88,274 represents a reimbursement of estimated expenses incurred in connection with the disposition; $504,167 represents a partial payment of outstanding Asset Management Fees due to BCAMLP.  Accordingly, losses on the sale of the property were recorded by Series 12, Series 14, Series 15 and Series 17 of $2,113,352, $690,791, $3,046,179 and $2,791,520, respectively.  The losses recorded represented the proceeds received by the ILP, net of their remaining investment balance, unreimbursed advances to the Operating Partnership and their share of the disposition fee.

Deerwood Village Limited Partnership (Deerwood Village) is a 20-unit project in Adrian, GA. During 2004, the property’s operations suffered high operating expenses that were well above the state average. Operating expenses totaled $3,465 per unit, compared to the state average of $2,735. The Debt Coverage Service Ratio for 2004 was 0.7. Because of the operating expense burden, the partnership depleted much of its replacement reserves. During the first quarter of 2005, operating expenses were reduced to an annulized amount of $2,627 per unit, which is well within the normal range and comparable to the state average. This has significantly improved the property’s cash flow for the first quarter 2005.

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Henson Creek Manor Associates Limited Partnership (Henson Creek Manor) is a 105-unit development located in Fort Washington, MD.  In December of 2004 a resident of the complex reported mold in windows of the unit. The insurance company was notified of the incident.  Work orders were prepared for the maintenance staff to address moisture condensation and re-caulk the windows.  Inspection Connection was hired to inspection the unit in January 2005.  Their report confirmed high humidity levels and the presence of mold.  Management is working with the resident to try to determine the cause of the high humidity levels.  No attorney letter of representation has been received by the insurance company so the claim is currently being handled the Adjuster. The Investment General Partner will continue to monitor and provide updates.

Largo Center Apartments Limited Partnership (Largo Center Apartments) is a 100-unit development located in Largo, MD.  On February 1, 2005 the property reported water damage to a unit.  The water damage was caused when the resident hung a clothes hanger from the sprinkler head causing the head to burst.  The fire department responded and no injuries were reported.  The unit has been repaired. The insurance carrier paid $18,091.83 to the Operating Partnership on 4/15/05.  The Adjuster is working with Field Adjuster to determine the remaining reimbursement due the Operating General Partner.  The residents did not need to relocate during repairs.  The Investment General Partner will continue to monitor the situation until the units are repaired and reoccupied.

(Series 18).  As of March 31, 2005 and 2004, the average Qualified Occupancy for the series was 100%.  The series had a total of 34 properties at March 31, 2004, all of which were at 100% qualified occupancy.

For the tax years ended December 31, 2004 and 2003, the series, in total, generated $2,406,077 and $2,624,127, respectively, in passive income tax losses that were passed through to the investors and also provided $1.06 and $1.33, respectively, in tax credits per BAC to the investors.  Series 17 experienced a decrease in the tax credits generated per BAC from calendar year 2004 to 2005. The Operating Partnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total credits could be spread over as many as 13 years.  In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year.  The decrease in credits from calendar year 2004 to 2005 results from the fact sum of the Operating Partnerships have entered their final years of credit.  The decrease in tax credits generated per BAC is expected to continue until all credits have been realized and tax credits generated per BAC will be reduced to zero

As of March 31, 2005 and 2004, Investments in Operating Partnerships for Series 18 was $1,935,611 and $7,700,394, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

For the years ended December 31, 2004 and 2003, Series 18 reflects net loss from Operating Partnerships of $(2,558,210) and $(2,388,797), respectively, which includes depreciation and amortization of $2,653,403 and $2,676,743, respectively.

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Series 18 has invested in 4 Operating Partnerships (the “Calhoun Partnerships”) in which the Operating General Partner initially was Reimer Calhoun, Jr.  or an entity which was affiliated with or controlled by Reimer Calhoun (the “Reimer Calhoun Group”).  The Operating Partnerships are: Leesville Elderly Apts., Lockport Elderly Apts., Natchitoches Elderly Apts., and Vivian Elderly Apts.  The affordable housing properties owned by the Calhoun Partnerships are located in Louisiana and consist of approximately 174 apartment units in total.  The low income housing tax credit available annually to Series 18 from the Calhoun Partnerships is approximately $523,397, which is approximately 11% of the total annual tax credit available to investors in Series 18.

In the summer of 2002, the US Attorney for the Western District of Louisiana notified the Investment General Partner that the Reimer Calhoun group was under investigation by several federal agencies for the alleged manipulation of property cost certifications.  In early 2003, the Investment General Partner learned that the US Attorney intended to bring criminal charges against certain members of the Reimer Calhoun group for falsifying the certified cost basis upon which the Louisiana Housing Finance Agency determined the tax credit calculation with respect to approximately 40 Operating Partnerships in which Series 18 is not an investor.  The Investment General Partner used these certifications in determining the tax credits investors would receive through their investment in the Calhoun Partnerships. In effect, it appears that the contractor that built the apartment properties (an affiliate of Mr. Calhoun’s) overbilled the respective Operating Partnerships, thereby improperly inflating the cost certification and the amount of tax credit generated.

In late March, 2003, Reimer Calhoun, Jr. pleaded guilty to charges of wire fraud and conspiracy to commit equity skimming.  At that time, the Investment General Partner obtained $1,282,202, currently held in escrow, from Reimer Calhoun for the purpose of offsetting any potential losses to tax credits caused by Mr. Calhoun’s fraud.

On September 25, 2003, judgment in a criminal case was entered against Reimer Calhoun, Jr. and TF Management, Inc.  On Count 1, alleging wire fraud, Reimer Calhoun, Jr. was sentenced to 60 months in the custody of the United States Bureau of Prisons.  On Count 2, Mr. Calhoun received a concurrent 60 month sentence.  Mr. Calhoun’s prison sentence began on October 13, 2003.  Mr. Calhoun was further fined $500,000 and ordered to pay restitution of $4,363,683 to various parties.  The amount of restitution ordered paid to the Investment General Partner was $1,559,723.  This amount includes the monies previously paid by Mr. Calhoun.  The additional $277,521 was received in December 2003.

The Investment General Partner has cooperated fully with the US Attorney in the investigation, and there has been no suggestion of any wrongdoing on the part of it or any of its affiliates.

In 2003, the Internal Revenue Service commenced an audit of the Calhoun partnerships in order to finally determine the amount of overstated tax credits.  The Investment General Partner has reached a resolution with the IRS whereby the adjustments to tax credits will be made only for the tax years 2004 and thereafter in order to avoid amending tax returns already filed for the years 2001, 2002 and 2003. Final Closing Agreements have now been entered into with the IRS for each of the partnerships. At this point, the Investment Partnerships have incurred substantial legal and accounting costs based upon Mr. Calhoun’s fraud. It is further anticipated that the $1,559,723 will be sufficient to fully protect the investors and provide restitution to the Investment Partnerships affected.

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With respect to each of the Calhoun Partnerships either (a) Reimer Calhoun’s controlling interest in the Operating General has been assigned to Murray Calhoun, the son of Reimer Calhoun or (b) in some cases the Operating General Partner entity itself has been replaced with a new entity controlled by Murray Calhoun and in which Reimer Calhoun has no interest.  Murray Calhoun is the principal of Calhoun Property Management, L.L.C., which has provided property level management services for the apartment properties owned by the Calhoun Partnerships.  Murray Calhoun also cooperated fully with the criminal investigation of his father, and the Investment General Partner and its affiliates have confirmed directly with the US Attorney that no evidence was found of any wrongdoing on the part of Murray Calhoun.

Murray Calhoun and the Investment General Partner and its affiliates have all undertaken discussions with the Rural Housing Service of the U.S.  Department of Agriculture, in its capacity as first mortgage lender for each of the Calhoun Partnerships, to make sure that all of the mortgage loans are and will continue to be in good standing notwithstanding the overstated credit and the criminal prosecution resulting therefrom.  RHS has also indicated that it will consent to the replacement of general partners noted above.

In addition, Murray Calhoun and the Investment General Partner and its affiliates have entered into agreements which (a) cause Murray Calhoun to guarantee performance of all of the obligations to limited partners previously guaranteed by Reimer Calhoun, (b) tighten up the consent rights of the Investment General Partner in connection with changing general partners, management agents and partnership accountants, and (c) clarify the rights of the Investment General Partner to remove a general partner in the future in the event of certain specified events.

Finally, the Investment General Partner and its affiliates are reviewing their business dealings with the Calhoun Partnerships in general to attempt to determine if any other irregularities have occurred.

Glen Place Apartments (Glen Place Apartments) operated with an average occupancy of 96% through 2004. Based on the most recent information received occupancy has decreased slightly to an average of 94% as of March 2005.  The operating expenses continue to stay below the state average.  Despite the strong occupancy level, the low rental rates in the area prevented the property from achieving breakeven operations in 2004. The management agent continues to market the available units by working closely with the housing authority and continuing various marketing efforts to attract qualified residents.  The Operating General Partner continues to financially support the partnership.  The mortgage, taxes, insurance and payables are current.

Arch Development, LP, (Arch Apartments) is a 75-unit property located in Boston, Massachusetts providing low-income housing to homeless, HIV positive and very low income tenants.  Occupancy in the first quarter of 2005 decreased to 83%, from a 2004 average of 92%. Although some of the payables and accrued expenses were paid down in 2004, these accounts still have high balances from prior years’ poor operations. The financial reports for the first quarter show the property operating above break-even. Previously, the property has been delinquent in their water, sewer, and real estate payments to the City of Boston and has not consistently met the terms of the established payment agreement; however payments through the first quarter 2005 are current. Management recently began discussions with the Boston Housing Authority to reduce vacancy losses and improve the timing of subsidy payments. As yet, it is undetermined whether these discussions will be successful. The Investment General Partner is closely monitoring the overall performance of this

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partnership and will continue to do so until operations have improved and stabilized. The Operating General Partner has an unlimited guarantee in time and amount.

Bear Creek of Naples (Bear Creek Apartments) is a 120-unit family development in Naples, Florida.  The Management Company is a related entity to the Operating General Partner.  In late 2004, the Operating General Partner discovered mismanagement at the site level and took immediate steps to cure, including staffing changes.  During this process, it was discovered that the tax credit files were being inadequately kept.  The Investment General Partner dispatched its compliance department to conduct a full audit on all files, issuing a detailed report to the Operating General Partner.  The Operating General Partner subsequently hired a third-party tax credit compliance consultant to assist in the correction of all non-compliance issues.  The Investment General Partner has closely monitored the progress of this issue and all non-compliance issues have been addressed by the Florida housing agency’s deadline of April 30, 2005.  The compliance consultant will continue to review the property’s files bi-annually for the next two years.  The Operating General Partner has funded operating deficits and as of the first quarter of 2005, occupancy had climbed from a low of 78% in November 2003 to 98% as of March 2005.

Chelsea Square Development Limited Partnership (Chelsea Square Apartments) is a 6-unit property, located in Chelsea, Massachusetts.  Occupancy in the first two months of first quarter 2005 declined from 2004; however, improvement was seen in March and Management now states that the property is 100% occupied.  Because occupancy was so weak in the first quarter, at 44%, the property expended cash. The commercial spaces were vacant for most of 2004 because the City of Chelsea delayed issuing Building Permits due to outstanding trash violations. The Operating General Partner has paid these charges and the City has agreed to release the Building Permits for those spaces. To date, one commercial space has been leased and management is actively marketing the other two spaces. The Investment General Partner is closely monitoring the overall performance of this partnership and will continue to do so until operations have improved and stabilized. The property’s mortgage and property insurance are current.  The Operating General Partner’s operating deficit guarantee is unlimited as to amount and time.

Lathrop Properties, L.P. (Lathrop Properties), is a 24-unit property located in Lathrop, Missouri. Despite occupancy of only 88%, the property operated above break-even in 2004. The 2005 first quarter reports show that occupancy has remained at 88%; however, the property is now expending cash. The deficit is small and expenses appear to be in-line with the state averages; therefore, improving occupancy appears to be the key to improving the overall operations. Management is evaluating marketing alternatives to improve occupancy. The property will reach the end of its compliance period on December 31, 2008. The Investment Limited Partner for Lathrop Properties is currently negotiating the sale of its interest, but will continue to monitor operations closely until the sale is complete or operations have stabilized.

Preston Wood Associates L.P.  (Preston Apartments) is a 62-unit property located in Bentonville, Arkansas.  In previous years, Preston Wood operated below breakeven due to high debt service and high operating expenses, primarily related to high water, sewer and energy rates, which are prevalent throughout the state.  During 2003, the property re-amoritzed the debt thereby reducing the payment by $6,200 monthly, allowing the property to reduce some of the long term obligations.  The average occupancy through year-end 2004 is 85%, with December’s occupancy being 94%.  Average occupancy for the first

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quarter of 2005 was 99%.  Fluctuations in occupancy in 2003 and 2004 were related to layoffs at the two major employers in the area.  In response to the change in occupancy, the Operating General Partner significantly increased their marketing, phased in the placement of washers and dryers in the units, and implemented the Sure Deposit program, which significantly reduced the move-in cost to residents.  During 2004, the property continued its aggressive marketing strategy and changed its current manager.  The Investment General Partner will continue to work with the Operating General Partner to reduce operating expenses and stabilize occupancy.  The Operating General Partner continues to fund operating deficits.  The mortgage, trade payables, property taxes and insurance are current.  Provided that operations remain stabile the Fund will no longer provide special disclosure on this partnership.

Parvin’s L.P. (Parvin’s Branch Townhouses) is a 24-unit family property located in Vineland, New Jersey. Credit delivery began in 1993 and continued through 2003. The property has historically operated below breakeven, and continued to do so in 2005. The property expended cash due to high debt service (specifically high interest rate of 10.5%) and high operating expenses.  The average occupancy for 2004 was 92% and has improved to 100% in the first quarter of 2005. The Investment General Partner has suggested the Operating General Partner investigate refinancing the property. The Operating General Partner continues to fund operating deficits.

Evergreen Hills Associates, L.P. (Evergreen Hills Apartments) is a 72-unit property located in Macedon, NY.  The property has historically operated below breakeven, and continued to do so in 2004.  The problem has been attributed to both high operating expenses, and declining occupancy. Occupancy averaged only 81.94% in 2004.  New management has been effective in their marketing efforts, and their ability to identify a pool of qualified tenants.  As a result, occupancy as of March 2005 increased to 100%.  They also have established a waitlist of qualified tenants.  Rent collections have improved, and receivables have been significantly reduced.  Management has stopped offering rent concessions, and plans on implementing a rent increase effective June 1, 2005.  The current focus of management is on controlling operating expenses.  They have reduced the number of full time leasing staff, and are doing more maintenance in house.  The only services currently contracted out are snow removal and carpet cleaning.  Prior years shortfalls have been funded by the Operating General Partner.  The mortgage, trade payables, and taxes are all current.  The property will continue to be monitored until operations stabilize.

Humboldt I, L.P. (Briarwood Apartments) is a 20-unit property located in Humboldt, IA.  The property is operating below breakeven due to steadily decreasing occupancy and rental revenues.  Occupancy averaged 82.5% in 2004, and has dropped to 75% as of March 2005.  Management is advertising in local newspapers and through outreach with various housing programs.  The majority of the vacancies are in one bedroom apartments that are difficult to rent to families.  The challenges cited by Management include the inability to rent to full time students, problem tenants that required eviction and limitations due to the state of the local economy. The property is operating under a workout plan approved by Rural Development.  The Investment General Partner will continue to closely monitor the property until occupancy improves and operations stabilize.

(Series 19).  As of March 31, 2005 and 2004, the average Qualified Occupancy for the series was 100%.  The series had a total of 26 properties at March 31, 2005, all of which were at 100% qualified occupancy.

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For the tax year ended December 31, 2004 and 2003, the series, in total, generated $2,440,564 and $2,659,448, respectively, in passive income tax losses that were passed through to the investors and also provided $1.28 and $1.33, respectively, in tax credits per BAC to the investors. Series 19 experienced a decrease in the tax credits generated per BAC from calendar year 2004 to 2005. The Operating Partnerships were allocated tax credits for 10 years.  Based on each Operating Partnership’s lease-up, the total credits could be spread over as many as 13 years.  In cases where the actual number of years is more than 10, the credits delivered in the early and later years will be less than the maximum allowable per year.  The decrease in credits from calendar year 2004 to 2005 results from the fact sum of the Operating Partnerships have entered their final years of credit.  The decrease in tax credits generated per BAC is expected to continue until all credits have been realized and tax credits generated per BAC will be reduced to zero

As of March 31, 2005 and 2004, Investments in Operating Partnerships for Series 19 was $8,251,109 and $14,997,940, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method.  By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership’s results of operations and for any distributions received or accrued.

For the years ended December 31, 2004 and 2003, Series 19 reflects net loss from Operating Partnerships of $(2,708,649) and $(2,402,352), respectively, which includes depreciation and amortization of $3,160,742 and $3,155,675, respectively.

Series 19 has invested in 3 Operating Partnerships (the “Calhoun Partnerships”) in which the Operating General Partner initially was Reimer Calhoun, Jr.  or an entity which was affiliated with or controlled by Reimer Calhoun (the “Reimer Calhoun Group”).  The Operating Partnerships are: Hebbronville Apts., Lone Star Seniors Apts., and Martindale Apts.  The affordable housing properties owned by the Calhoun Partnerships are located in Texas and consist of approximately 68 apartment units in total.  The low income housing tax credit available annually to Series 19 from the Calhoun Partnerships is approximately $78,750, which is approximately 1% of the total annual tax credit available to investors in Series 19.

In the summer of 2002, the US Attorney for the Western District of Louisiana notified the Investment General Partner that the Reimer Calhoun group was under investigation by several federal agencies for the alleged manipulation of property cost certifications.  In early 2003, the Investment General Partner learned that the US Attorney intended to bring criminal charges against certain members of the Reimer Calhoun group for falsifying the certified cost basis upon which the Louisiana Housing Finance Agency determined the tax credit calculation with respect to approximately 40 Operating Partnerships in which Series 19 is not an investor.  The Investment General Partner used these certifications in determining the tax credits investors would receive through their investment in the Calhoun Partnerships.

In effect, it appears that the contractor that built the apartment properties (an affiliate of Mr. Calhoun’s) overbilled the respective Operating Partnerships, thereby improperly inflating the cost certification and the amount of tax credit generated.

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In late March, 2003, Reimer Calhoun, Jr. pleaded guilty to charges of wire fraud and conspiracy to commit equity skimming.  At that time, the Investment General Partner obtained $1,282,202, currently held in escrow, from Reimer Calhoun for the purpose of offsetting any potential losses to tax credits caused by Mr. Calhoun’s fraud.

On September 25, 2003, judgment in a criminal case was entered against Reimer Calhoun, Jr. and TF Management, Inc.  On Count 1, alleging wire fraud, Reimer Calhoun, Jr. was sentenced to 60 months in the custody of the United States Bureau of Prisons.  On Count 2, Mr. Calhoun received a concurrent 60 month sentence.  Mr. Calhoun’s prison sentence began on October 13, 2003.  Mr. Calhoun was further fined $500,000 and ordered to pay restitution of $4,363,683 to various parties.  The amount of restitution ordered paid to the Investment General Partner was $1,559,723.  This amount includes the monies previously paid by Mr. Calhoun.  The additional $277,521 was received in December 2003.

The Investment General Partner has cooperated fully with the US Attorney in the investigation, and there has been no suggestion of any wrongdoing on the part of it or any of its affiliates.

In 2003, the Internal Revenue Service commenced an audit of the Calhoun partnerships in order to finally determine the amount of overstated tax credits.  The Investment General Partner has reached a resolution with the IRS whereby the adjustments to tax credits will be made only for the tax years 2004 and thereafter in order to avoid amending tax returns already filed for the years 2001, 2002 and 2003. Final Closing Agreements have now been entered into with the IRS for each of the partnerships. At this point, the Investment Partnerships have incurred substantial legal and accounting costs based upon Mr. Calhoun’s fraud. It is further anticipated that the $1,559,723 will be sufficient to fully protect the investors and provide restitution to the Investment Partnerships affected.

With respect to each of the Calhoun Partnerships either (a) Reimer Calhoun’s controlling interest in the Operating General Partner has been assigned to Murray Calhoun the son of Reimer Calhoun or (b) in some cases the Operating

General Partner entity itself has been replaced with a new entity controlled by Murray Calhoun and in which Reimer Calhoun has no interest. Murray Calhoun is the principal of Calhoun Property Management, L.L.C., which has provided property level management services for the apartment properties owned by the Calhoun Partnerships.  Murray Calhoun also cooperated fully with the criminal investigation of his father, and the Investment General Partner and its affiliates have confirmed directly with the US Attorney that no evidence was found of any wrongdoing on the part of Murray Calhoun.

Murray Calhoun and the Investment General Partner and its affiliates have all undertaken discussions with the Rural Housing Service of the U.S. Department of Agriculture, in its capacity as first mortgage lender for each of the Calhoun Partnerships, to make sure that all of the mortgage loans are and will continue to be in good standing notwithstanding the overstated credit and the criminal prosecution resulting there from.  RHS has also indicated that it will consent to the replacement of general partners noted above.

In addition, Murray Calhoun and the Investment General Partner and its affiliates have entered into agreements which (a) cause Murray Calhoun to guarantee performance of all of the obligations to limited partners previously guaranteed by Reimer Calhoun, (b) tighten up the consent rights of the

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Investment General Partner in connection with changing general partners, management agents and partnership accountants, and (c) clarify the rights of the Investment General Partner to remove a general partner in the future in the event of certain specified events.

Finally, the Investment General Partner and its affiliates are reviewing their business dealings with the Calhoun Partnerships in general to attempt to determine if any other irregularities have occurred.

Carrollton Villa, L.P.  (Carrollton Villa) located in Carrollton, Missouri has historically operated below breakeven as a result of low occupancy and reduced rent levels.  Occupancy at the property averaged 87% in 2004.  The primary problem is that Carrolton, Missouri, has experienced significant economic decline.  All of the major employers have relocated and rent decreases were required to attract potential residents.  After the Operating General Partner interests were transferred to a non-profit agency, management also changed.  When the new management took over, they found numerous non-paying residents who they had to evict.  After this round of evictions, occupancy dropped and management has not been able to re-lease the units.  Occupancy averaged 78% for the first quarter of 2005.  Management is currently offering one month free rent as well as one month free rent for resident referrals.  They have expanded their outreach and advertising to attract potential residents from bordering communities.  Upon transfer to the nonprofit Operating General Partner, the mortgage became a cash flow only mortgage.  This has helped the property operate at breakeven for the first quarter of 2005.  The taxes, mortgage and insurance are all current.

Jeremy Associates L.P. (Coopers Crossing Apartments) a 93-unit family development located in Las Colinas, Texas operated below breakeven during 2003.  Occupancy changes and the overall decline in the sub-market during 2003 and 2004 are related to increased competition with other tax credit communities.  To remain competitive, the property increased advertising and outreach marketing to local business and retail centers, reduced prices on two and three bedrooms to remain competitive with newer conventional product with more amenities, increased hours of operation to include Sundays and increased internet advertising.  Average occupancy through year-end 2004 is 88.6% and trending up to 94.62% for the first quarter of 2005.  The property also experienced high operating costs attributed to foundation and stress cracks over the past several years.  Between 2001 and 2003 a total of $61,310 in foundation work was completed.  An engineer’s report was conducted to inspect all buildings for foundation movement in 2003. The inspection identified five buildings with current foundation movement.  The 2004 capital expenditures reflect monies for immediate repair to rebuild three stair towers and two landings related to foundation movement at total cost of $23,140;  metal perimeter fence repair on the west side of the community that re-braced due to ground movement and car damage at total cost of $5,290 were completed in March. Other capital work consisted of carpet replacements, vinyl replacement, boiler repairs, a new heat exchanger and swimming pool repair work related to code changes.

There was no foundation work completed in 2004.  The overall estimate to complete the foundation work and address the interior issues as a result of the movement is estimated at $170,000.  However, several emergency repairs were needed to rebuild three deteriorating stair towers, resulting from foundation movement.  At this point the Operating General Partner is monitoring movement in the five buildings identified in the engineer’s report before proceeding further.

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The Investment General Partner visited the property in 2004 and reviewed the work that has been completed and discussed the future improvements with the Operating General Partner.   The Investment General Partner will continue to work with the Operating General Partner through the completion of the improvements and the reduction of the operating expenses. The mortgage, trade payables, property taxes and insurance are current.

Community Dynamics - Plano (Garden Gates Apartments) is a 240-unit family development located in Plano, Texas.  Occupancy was 90% in the first quarter of 2005.  The property generated cash of $5,819 in 2004, a significant improvement over 2003.  The General Partner has a $200,000 guarantee that expires in 2012.

Munford Village, Ltd . (Munford Village) is a 24-unit family project in Munford, AL. Starting in the third quarter of 2003, the property has struggled with occupancy, averaging 86.57% for the year 2004. Occupancy for the first quarter of 2005 averaged 90.28%. During the year 2004, the property lost $15,194, and operated at a the Debt Coverage Service Ratio of 0.3. Operating expenses for the site were reasonable and in-line with state average. However, the property has been falling short of the projected rents by approximately $35,000 annually. The Operating General Partner has an operating deficit guarantee for Munford Village, Ltd., that is unlimited in time and amount.

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Contractual Obligations

As of March 31, 2005, the Partnership has the following contractual obligations (payments due by period):

Obligation	Total		<1 year			1–3 years	3–5 years	> 5 years
Capital Contributions Payable	$	163,019	$	163,019		—	—	—
Asset Management Fees Payable to Affiliates	$	21,142,392	$	21,142,392	*	—	—	—

*Although currently due, Accrued Asset Management Fees will be paid only to the extent that proceeds from the sale or refinance of an Operating Partnership become available.

Off Balance Sheet Arrangements

None.

Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make certain estimates and assumptions.  A summary of significant accounting policies is provided in Note 1 to the financial statements.  The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of Partnership’s financial condition and results of operations.  The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which is primarily investments in limited partnerships.  The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Limited Partnership.

If the book value of the Partnership’s investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future Low-Income Housing Credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in any such Operating Limited Partnership and includes such reduction in equity in loss of investment of limited partnerships.

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Recent Accounting Pronouncements

As of March 31, 2004, the partnership adopted FASB Interpretation No. 46 - Revised (“FIN46R”), “Consolidation of Variable Interest Entities.” FIN 46R provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity (“VIE’’) in its financial statements and when it should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it absorbs the majority of the entity’s expected losses, the majority of the expected returns, or both.

Based on the guidance of FIN 46R, the operating limited partnerships in which the partnership invests in meet the definition of a VIE.  However, management does not consolidate the partnership’s interests in these VIEs under FIN 46R, as it is not considered to be the primary beneficiary.  The partnership currently records the amount of its investment in these partnerships as an asset in the balance sheets, recognizes its share of partnership income or losses in the statements of operations, and discloses how it accounts for material types of these investments in the financial statements.

The partnership’s balance in investment in operating limited partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss.  The partnership’s exposure to loss on these partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners and their guarantee against credit recapture.

Exceptions to Certifications

The financial statements are presented as unaudited in the Form 10-K as of March 31, 2005 and 2004 and for the three years ended March 31, 2005 as the Report of the Independent Registered Public Accounting Firm could not be filed within the prescribed time period because the issuer was not able to obtain audit opinions which refer to the auditing standards of the Public Company Accounting Oversight Board (United States) (PCAOB) of property partnerships, in which the issuer holds noncontrolling limited partner interests. The non-affiliated local operating partnership general partners engage the accountants auditing each local operating partnership.

Historically, the audits, and the reports thereon, of the local operating partnerships were performed in accordance with Generally Accepted Auditing Standards (GAAS).

On May 11, 2005 draft guidance was issued by the Public Company Accounting Oversight Board which was confirmed on June 24, 2005 by the AICPA Center for Public Company Audit Firms, that clearly establishes the requirement for the audit reports of the operating partnerships of a Public Fund to refer to the auditing standards of the PCAOB.

The audits of the operating partnerships were performed primarily during the months of January and February and refer to Generally Accepted Auditing Standards.  We have all appropriate originally signed opinions from the operating partnerships, however, they do not refer to the auditing standards of the Public Company Accounting Oversight Board.

Our independent registered public accounting firm has performed an audit of the registrant but cannot issue an opinion in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Therefore, we are filing our 10-K as “UNAUDITED” as it is without an audit opinion.

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Item 7a.	Quantitative and Qualitative Disclosure About Market Risk- Not Applicable
Item 8.	Financial Statements and Supplementary Data
	The information required by this item is contained in Part IV, Item 14 of this Annual Report on Form 10-K.
Item 9.	Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure	None.

Item 9a.		Controls & Procedures
	(a)	Evaluation of Disclosure Controls and Procedures
		As of the end of the period covered by this report, the Partnership’s General Partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc. carried out an evaluation of the effectiveness of the Fund’s “disclosure controls and procedures” as defined in the Securities Exchange Act of 1934 Rules 13a-15 and 15d-15. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that as of the end of the period covered by this report, the Fund’s disclosure controls and procedures were adequate and effective in timely alerting them to material information relating to the Fund required to be included in the Partnership’s periodic SEC filings.
	(b)	Changes in Internal Controls
		There were no changes in the Fund’s internal control over financial reporting that occurred during the quarter ended March 31, 2005 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART III

Item 10.Directors and Executive Officers of the Registrant (a), (b), (c), (d) and (e) 

The Partnership has no directors or executives officers of its own.  The following biographical information is presented for the partners of the General Partners and affiliates of those partners (including Boston Capital Partners, Inc. (“Boston Capital”)) with principal responsibility for the Partnership’s affairs.

John P. Manning, age 56, is co-founder, and since 1974 has been the President and Chief Executive Officer of Boston Capital Corporation. As founding CEO of Boston Capital, Mr. Manning’s primary responsibilities include strategic planning, business development and the continued oversight of new opportunities. In addition to his responsibilities at Boston Capital Corporation, Mr. Manning is a proactive leader in the multifamily real estate industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, which reviewed and suggested reforms to the Low Income Housing Tax Credit program. He was the founding President of the Affordable Housing Tax Credit Coalition and is a former member of the board of the National Leased Housing Association. During the 1980s, he served as a member of the Massachusetts Housing Policy Committee as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee on the critical role of the private sector in the success of the Low Income Housing Tax Credit. In 1996, President Clinton appointed him to the President’s Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. In 1998, President Clinton appointed Mr. Manning to the President’s Export Council, the premiere committee comprised of major corporate CEOs that advise the President on matters of foreign trade and commerce. In 2003, he was appointed by Boston Mayor Tom Menino to the Mayors Advisory Panel on Housing. Mr. Manning sits on the Board of Directors of the John F. Kennedy Presidential Library in Boston where he serves as Chairman of the Distinguished Visitors Program. He also on the Board of Directors of the Beth Israel Deaconess Medical Center in Boston. Mr. Manning is a graduate of Boston College.

Mr. Manning is the managing member of Boston Associates. Mr. Manning is also the principal of Boston Capital Corporation. While Boston Capital is not a direct subsidiary of Boston Capital Corporation, each of the entities is under the common control of Mr. Manning.

Richard J. DeAgazio, age 60, has been the Executive Vice President of Boston Capital Corporation, and President of Boston Capital Securities, Inc., Boston Capital’s NASD registered broker/dealer since 1981. Mr. DeAgazio formerly served on the national Board of Governors of the National Association of Securities Dealers (NASD). He recently served as a member of the National Adjudicatory Council of the NASD. He was the Vice Chairman of the NASD’s District 11 Committee, and served as Chairman of the NASD’s Statutory Disqualification Subcommittee of the National Business Conduct Committee. He also served on the NASD State Liaison Committee, the Direct Participation Program Committee and as Chairman of the Nominating Committee. He is a past President of the Real Estate Securities and Syndication Institute and a founder and past President of the National Real Estate Investment Association, past President of the Real Estate Securities and Syndication Institute (Massachusetts Chapter). Prior to joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment banking firm owned by four major European banks, and was a Vice President of Burgess &

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Leith/Advest. He has been a member of the Boston Stock Exchange since 1967. He is on the Board of Directors of Cognistar Corporation. He is a leader in the community and serves on the Board of Trustees for Bunker Hill Community College, the Business Leaders Council of the Boston Symphony, Board of Trustees of Junior Achievement of Northern New England, the Board of Advisors for the Ron Burton Training Village and is on the Board of Corporators of Northeastern University. He graduated from Northeastern University.

Jeffrey H. Goldstein, age 43, is Chief Operating Officer and has been the Director of Real Estate of Boston Capital Corporation since 1996. He directs Boston Capital Corporation’s comprehensive real estate services, which include all aspects of origination, underwriting, due diligence and acquisition. As COO, Mr. Goldstein is responsible for the financial and operational areas of Boston Capital Corporation and assists in the design and implementation of business development and strategic planning objectives. Mr. Goldstein previously served as the Director of the Asset Management division as well as the head of the dispositions and troubled assets group. Utilizing his 16 years experience in the real estate syndication and development industry, Mr. Goldstein has been instrumental in the diversification and expansion of Boston Capital Corporation’s businesses. Prior to joining Boston Capital Corporation in 1990, Mr. Goldstein was Manager of Finance for A.J. Lane & Co., where he was responsible for placing debt on all new construction projects and debt structure for existing apartment properties. Prior to that, he served as Manager for Homeowner Financial Services, a financial consulting firm for residential and commercial properties, and worked as an analyst responsible for budgeting and forecasting for the New York City Council Finance Division. He graduated from the University of Colorado and received his MBA from Northeastern University.

Kevin P. Costello, age 58, is Executive Vice President and has been the Director of Institutional Investing of Boston Capital Corporation since 1992 and serves on the firm’s Executive Committee. He is responsible for all corporate investment activity and has spent over 20 years in the real estate syndication and investment business. Mr. Costello’s prior responsibilities at Boston Capital Corporation have involved the management of the Acquisitions Department and the structuring and distribution of conventional and tax credit private placements. Prior to joining Boston Capital Corporation in 1987, he held positions with First Winthrop, Reynolds Securities and Bache & Company. Mr. Costello graduated from Stonehill College and received his MBA with honors from Rutgers’ Graduate School of Business Administration.

Marc N. Teal, age 41, has been Chief Financial Officer of Boston Capital Corporation since May 2003. Mr. Teal previously served as Senior Vice President and Director of Accounting and prior to that served as Vice President of Partnership Accounting. He has been with Boston Capital Corporation since 1990. In his current role as CFO he oversees all of the accounting, financial reporting, SEC reporting, budgeting, audit, tax and compliance for Boston Capital, its affiliated entities and all Boston Capital sponsored programs. Additionally, Mr. Teal is responsible for maintaining all banking and borrowing relationships of Boston Capital Corporation and treasury management of all working capital reserves.  He also oversees Boston Capital’s information and technology areas, including the strategic planning. Prior to joining Boston Capital in 1990, Mr. Teal was a Senior Accountant for Cabot, Cabot & Forbes, a multifaceted real estate company, and prior to that was a Senior Accountant for Liberty Real Estate Corp. He received a Bachelor of Science Accountancy from Bentley College and a Masters in Finance from Suffolk University.

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(f)	Involvement in certain legal proceedings.
	None.
(g)	Promoters and control persons.
	None.
(h) and (i)	The Partnership has no directors or executive officers and accordingly has no audit committee and no audit committee financial expert.  The Fund is not a listed issuer as defined in Regulation 10A—3 promulgated under the Securities Exchange Act of 1934.
	The General Partner of the Partnership, Boston Capital Associates LP, has adopted a Code of Ethics which applies to the Principal Executive Officer and Principal Financial Officer of C&M Management, Inc.  The Code of Ethics will be provided without charge to any person who requests it.  Such request should be directed to, Marc N. Teal Boston Capital Corp. One Boston Place Boston, MA 02108.
Item 11.	Executive Compensation
	(a), (b), (c), (d) and (e)

The Fund has no officers or directors.  However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Fund, the Fund has paid or accrued obligations to the General Partner and its affiliates for the following fees during the 2005 fiscal year:

1.An annual fund management fee based on .5 percent of the aggregate cost of all Apartment Complexes acquired by the Operating Partnerships has been accrued or paid to Boston Capital Asset Management Limited Partnership.  The annual fund management fee charged to operations, net of reporting fees received, during the year ended March 31, 2005 was $1,766,693.

2.The Fund has reimbursed an affiliate of the General Partner a total of $85,095 for amounts charged to operations during the year ended March 31, 2005.  The reimbursement includes, but may not be limited to postage, printing, travel, and overhead allocations.

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Item 12.Security Ownership of Certain Beneficial Owners and Management

(a)Security ownership of certain beneficial owners.

As of March 31, 2005, 21,996,102 BACs had been issued.  The following Series are know to have one investor with holdings in excess of 5% of the total outstanding BACs in the series.

Series	% of BACs held
Series 15	7.08	%
Series 16	8.52	%
Series 17	8.20	%
Series 18	7.80	%
Series 19	8.35	%

(b)Security ownership of management.

The General Partner has a 1% interest in all Profits, Losses, Credits and distributions of the Fund.  The Funds’s response to Item 12(a) is incorporated herein by reference.

(c)Changes in control.

There exists no arrangement known to the Fund the operation of which may at a subsequent date result in a change in control of the Partnership.  There is a provision in the Limited Partnership Agreement which allows, under certain circumstances, the ability to change control.

The Fund has no compensation plans under which interests in the Fund are authorized for issuance.

Item 13.Certain Relationships and Related Transactions

(a)Transactions with management and others.

The Fund has no officers or directors.  However, under the terms of the public offering, various kinds of compensation and fees are payable to the General Partner and its Affiliates during the organization and operation of the Fund. Additionally, the General Partner will receive distributions from the partnership if there is cash available for distribution or residual proceeds as defined in the Fund Agreement.  The amounts and kinds of compensation and fees are described on page 26 of the Prospectus, as supplemented, under the caption “Compensation and Fees”, which is incorporated herein by reference.  See Note C of Notes to Financial Statements in Item 14 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partner and its affiliates during the period from April 1, 1995 through March 31, 2005.

(b)Certain business relationships.

The Fund response to Item 13(a) is incorporated herein by reference.

(c)Indebtedness of management.

None.

(d)Transactions with promoters.

Not applicable.

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Item 14.Principal Accountant Fees and Services

Fees paid to the Fund’s independent auditors for Fiscal year 2005 were comprised of the following

Fee Type	Ser. 15		Ser. 16			Ser. 17			Ser. 18			Ser. 19
Audit Fees	$	28,260	$		28,500	$	22,780		$	17,780		$	15,130
Audit Related Fees	1,200		1,200			1,200			1,200			1,200
Tax Fees	12,755		12,260			9,620			7,310			5,990
All Other Fees	—		—			—			—			—
Total	$	42,215	$	41,960		$		33,600	$		26,290	$	22,320

Fees paid to the Fund’s independent auditors for Fiscal year 2004 were comprised of the following

Fee Type
Audit Fees	$	27,175	$	27,400	$	21,900	$	17,100	$	14,550
Audit Related Fees	360		360		360		360		360
Tax Fees	12,910		12,255		9,773		7,292		5,982
All Other Fees	—		—		—		—		—
Total	$	40,445	$	40,015	$	32,033	$	24,752	$	20,892

Audit Committee

The Fund has no Audit Committee.  All audit services and any permitted non—audit services performed by the Fund’s independent auditors are pre-approved by C&M Management, Inc.

PART IV

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

(a)  1 and 2. Financial Statements and Financial Statement Schedules, filed herein as Exhibit 13 - (UNAUDITED)

Balance Sheets, March 31, 2005 and 2004

Statements of Operations for the years ended March 31, 2005, 2004, and 2003.

Statements of Changes in Partners’ Capital for the years ended March 31, 2005, 2004, and 2003.

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Statements of Cash Flows for the years ended March 31, 2005,2004, and 2003.

Notes to Financial Statements March 31, 2005, 2004, and 2003

Schedule III - Real Estate and Accumulated Depreciation

Notes to Schedule III

Schedules not listed are omitted because of the absence of theconditions under which they are required or because the information is included in the financial statements or the notes hereto.

(b) 1 Reports on Form 8-K

There were no reports on Form 8-K filed for the period ended March 31, 2005

(c) 1. Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K)

Exhibit No. 3 - Organization Documents.

a.Certificate of Limited Partnership of Boston Capital Tax Credit Fund III L.P.  (Incorporated by reference from Exhibit 3 to the Fund’s Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.)

Exhibit No. 4 - Instruments defining the rights of security holders, including indentures.

a.Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P.  (Incorporated by reference from Exhibit 4 to the Fund’s Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.)

Exhibit No. 10 - Material contracts.

a.Beneficial Assignee Certificate.  (Incorporated by reference from Exhibit 10A to the Fund’s Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.)

Exhibit No. 13 - Financial Statements.

a.Financial Statement of Boston Capital Tax Credit Fund III L.P., filed herein - (UNAUDITED)

Exhibit No. 28 - Additional exhibits.

a.Agreement of Limited Partnership of Branson Christian County (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 4, 1994).

b.Agreement of Limited Partnership of Peachtree L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 4, 1994).

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c.Agreement of Limited Partnership of Cass Partners, L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 7, 1994).

d.Agreement of Limited Partnership of Sable Chase of McDonough L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 8, 1994).

e.Agreement of Limited Partnership of Ponderosa Meadows Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 12, 1994).

f.Agreement of Limited Partnership of Hackley-Barclay LDHA (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on April 14, 1994).

g.Agreement of Limited Partnership of Sugarwood Park (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 12, 1994).

h.Agreement of Limited Partnership of West End Manor of Union Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 29, 1994).

i.Agreement of Limited Partnership of Vista Loma (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on May 31, 1994).

j.Agreement of Limited Partnership of Palmetto Properties (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on June 16, 1994).

k.Agreement of Limited Partnership of Jefferson Square (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 1994).

l.Agreement of Limited Partnership of Holts Summit Square (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 1994).

m.Agreement of Limited Partnership of Harris Housing (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on July 8, 1994).

n.Agreement of Limited Partnership of Branson Christian County II (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on September 1, 1994).

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o.Agreement of Limited Partnership of Chelsea Square (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on September 12, 1994).

p.Agreement of Limited Partnership of Palatine Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on September 21, 1994).

q.Agreement of Limited Partnership of Mansura Villa II LimitedPartnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 19, 1994).

r.Agreement of Limited Partnership of Haynes House Associates II Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 25, 1994).

s.Agreement of Limited Partnership of Skowhegan Limited Partnership (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on October 28, 1994).

t.Agreement of Limited Partnership of Mt. Vernon Associates, L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on November 19, 1994).

u.Agreement of Limited Partnership of Clinton Estates, L.P. (Incorporated by reference from Registrant’s current report on Form 8-K as filed with the Securities and Exchange Commission on February 1, 1995.)

Exhibit No. 31 Certification 302
a.	Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
b.	Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herein
Exhibit No. 32 Certification 906
a.	Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein
b.	Certification pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herein

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SIGNATURES

  Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Fund has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Boston Capital Tax Credit Fund III L.P.
	By:	Boston Capital Associates III L.P.
		General Partner
	By:	BCA Associates Limited Partnership,
		General Partner
	By:	C&M Management Inc.,
		General Partner
Date: July 14, 2005	By:	/s/ John P. Manning
		John P. Manning

  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 Fund and in the capacities and on the dates indicated:

DATE:	SIGNATURE:	TITLE:
July 14, 2005	/s/ John P. Manning	Director, President (Principal Executive Officer) C&M Management Inc.; Director, President (Principal Executive Officer) BCTC III Assignor Corp.
	John P. Manning

DATE:	SIGNATURE:	TITLE:
July 14, 2005	/s/ Marc N. Teal	Chief Financial Officer (Principal Financial and Accounting Officer) C&M Management Inc.; Chief Financial Officer (Principal Financial and Accounting Officer) BCTC III Assignor Corp.
	Marc N. Teal

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