10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

xAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2008 or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                to                

Commission file number  0-21718

BOSTON CAPITAL TAX CREDIT FUND III L.P.

(Exact name of registrant as specified in its charter)

Delaware	52-1749505
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	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:

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

Title of each class - Name of each exchange on which registered

None

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

Title of class

None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes  o No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  x No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o No  x

DOCUMENTS INCORPORATED BY REFERENCE

The following documents of the Fund are incorporated by reference:

Form 10-K
Parts		Document
Parts I, III as supplemented		Prospectus (as defined in Part I, Item I of this Form 10-K)
	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, 2008

TABLE OF CONTENTS

PART I
Item 1.	Business
Item 1A.	Risk Factors
Item 1B.	Unresolved Staff Comments
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, Executive Officers, and Corporate Governance
Item 11.	Executive Compensation
Item 12.	Security Ownership of Certain Beneficial Owners and Management
Item 13.	Certain Relationships and Related Transactions, Director Independence
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 are assigned by the assignor limited partner by means of beneficial assignee certificates (“BACs”) to investors and investors are 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 (together with each subsequently filed 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 (together with each subsequent offering of BACs described herein, the “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 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, 2008, 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 Offering of the Fund.

The Offering, including information regarding the issuance of BACs in series, is described in each Prospectus, as supplemented, under the caption “The Offering”, which descriptions are 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 invests owns 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”), 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 strict limitations, from other sources.  Some 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, and 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 including tax credits.  The payments for each tenant, which are made directly to the owner of their property, generally are in amounts to enable the tenant to pay rent equal to 30% of the adjusted family income.  Some of the apartment complexes in which the Fund 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 Fund is unable to predict whether Congress will continue rent supplement programs payable directly to owners of apartment complexes.

As of March 31, 2008 the Fund had invested in 58 Operating Partnerships on behalf of Series 15, 61 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 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 1A.Risk Factors

As used in this Item 1A, references to “we, “us” and “our” mean the Fund.

An investment in our BACs and our investments in Operating Partnerships are subject to risks. These risks may impact the tax benefits of an investment in our BACs, and the amount of proceeds available for distribution to our limited partners, if any, on liquidation of our investments.

In addition to the other information set forth in this report, you should carefully consider the following factors which could materially affect our business, financial condition or results of operations. The risks described below are not the only risks we face. Additional factors not presently known to us or that we currently deem to be immaterial also may materially adversely affect our business operations.

The ability of limited partners to claim tax losses from their investment in us is limited.

The IRS may audit us or an Operating Partnership and challenge the tax treatment of tax items. The amount of Low Income Housing Tax Credits and tax losses allocable to the investors could be reduced if the IRS were successful in such a challenge.  The alternative minimum tax could reduce tax benefits from an investment in our BACs.  Changes in tax laws could also impact the tax benefits from an investment in our BACs and/or the value of the Operating Partnerships.  Until the Operating Partnerships have completed a mandatory fifteen year Low Income Housing Tax Credit compliance period, investors are at risk for potential recapture of Low Income Housing Tax Credits that have already been claimed.

The Low Income Housing Tax Credits rules are extremely complicated and noncompliance with these rules may have adverse consequences for BAC holders.

Noncompliance with applicable tax regulations may result in the loss of future Low Income Housing Tax Credits and the fractional recapture of Low Income Housing Tax Credits already taken. In most cases the annual amount of Low Income Housing Tax Credits that an individual can use is limited to the tax liability due on the person’s last $25,000 of taxable income.  The Operating Partnerships may be sold at a price which would not result in our realizing cash distributions or proceeds from the transaction.  Accordingly, we may be unable to distribute any cash to our investors. Low Income Housing Tax Credits may be the only benefit from an investment in our BACs.

3

Poor performance of one housing complex, or the real estate market generally, could impair our ability to satisfy our investment objectives.

Each housing complex is subject to mortgage indebtedness. If an Operating Partnership failed to pay its mortgage, it could lose its housing complex in foreclosure. If foreclosure were to occur during the first 15 years of the existence of the Fund, the loss of any remaining future Low Income Housing Tax Credits, a fractional recapture of previously claimed Low Income Housing Tax Credits, and a loss of our investment in the housing complex would occur.  To the extent the Operating Partnerships receive government financing or operating subsidies, they may be subject to one or more of the following risks:

·difficulties in obtaining rent increases;

·limitations on cash distributions;

·limitations on sales or refinancing of Operating Partnerships;

·limitations on transfers of interests in Operating Partnerships;

·limitations on removal of local general partners;

·limitations on subsidy programs; and

·possible changes in applicable regulations.

The value of real estate is subject to risks from fluctuating economic conditions, including employment rates, inflation, tax, environmental, land use and zoning policies, supply and demand of similar properties, and neighborhood conditions, among others.

No trading market for the BACs exists or is expected to develop.

There is currently no active trading market for the BACs.  Accordingly, limited partners may be unable to sell their BACs or may have to sell BACs at a discount.  Limited partners should consider their BACs to be a long-term investment.

Investors may realize taxable gain on sale or disposition of BACs.

Upon the sale or other taxable disposition of BACs, investors will realize taxable income to the extent that their allocable share of the non-recourse mortgage indebtedness on the apartment complexes, together with the money they receive from the sale of the BACs, is greater than the original cost of their BACs.  This realized taxable income is reduced to the extent that investors have suspended passive losses or credits.  It is possible that the sale of BACs may not generate enough cash to pay the tax obligations arising from the sale.

Investors may have tax liability in excess of cash.

Investors eventually may be allocated profits for tax purposes, which exceed any cash distributed to them.  Under these circumstances, unless an investor has passive losses or credits to reduce this tax liability, the investor will have to pay federal income tax without a corresponding cash distribution.  Similarly, in the event of a sale or foreclosure of an apartment complex or a sale of BACs, an investor may be allocated taxable income, resulting in tax liability, in excess of any cash distributed to him or her as a result of the event.

4

Investors may not receive cash if apartment complexes are sold.

There is no assurance that investors will receive any cash distributions from the sale or refinancing of an apartment complex.  The price at which an apartment complex is sold may not be large enough to pay the mortgage and other expenses which must be paid at such time.  Even if there are net cash proceeds from a sale distributed to the Fund, expenses such as accrued management fees and unpaid loans will be deducted pursuant to Section 4.02(a) of the Fund Agreement.  If any of these events happen, investors will not get all of their investment back, and the only benefit from an investment will be the tax credits received.

The sale or refinancing of the apartment complexes is dependent upon the following material factors:

·The necessity of obtaining the consent of the operating general partners;

·The necessity of obtaining the approval of any governmental agency(ies) providing government assistance to the apartment complex; and

·The uncertainty of the market.

Any sale may occur well after the fifteen-year federal housing tax credit compliance period.

We have insufficient sources of cash to pay our existing liabilities.

We currently do not have sufficient cash resources to satisfy our financial liabilities.  Furthermore, we do not anticipate that we will have sufficient available cash to pay our future financial liabilities.  Substantially all of our existing liabilities are payable to our general partner and its affiliates.  Though the amounts payable to the General Partner and its affiliates are contractually currently payable, we do not believe that the General Partner or its affiliates will demand immediate payment of these contractual obligations in the near term; however, there can be no assurance that this will be the case.  We would be materially adversely affected if the general partner or its affiliates demanded payment in the near term of our existing contractual liabilities or suspended the provision of services to us because of our inability to satisfy these obligations.   All monies currently deposited, or that will be deposited in the future, into the Fund’s working capital reserves are intended to be utilized to pay our existing and future liabilities.

Item 1B.Unresolved Staff Comments

Not applicable.

Item 2.Properties

The Fund has acquired a limited partnership interest in 226 Operating Partnerships in five series, identified in the table set forth below.  In each instance the apartment complexes 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

5

designated 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 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.

6

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
April Gardens Apts. III	Las Piedras, PR	32	$	1,420,223	09/92	05/93	100	%	$	279,823
Autumwood Heights	Keysville, VA	40	1,247,858		08/92	01/93	100	%	256,700
Barton Village Apartments	Arlington, GA	18	492,621		10/92	03/93	100	%	101,154
Bergen Meadows	Bergen, NY	24	970,147		07/92	07/92	100	%	199,420
Bridlewood Terrace	Horse Cave, KY	24	754,636		01/94	01/95	100	%	167,679
Brunswick Commons	Lawrenceville, VA	24	772,927		03/92	09/92	100	%	152,282
Buena Vista Apartments, Phase II	Union, SC	44	1,405,082		03/92	01/92	100	%	281,000
Calexico Senior Apts.	Calexico, CA	38	1,861,887		09/92	09/92	100	%	366,220
Chestnut Hills Estates	Altoona, AL	24	712,425		09/92	09/92	100	%	146,500
Columbia Heights Apts.	Camden, AR	32	1,239,919		10/92	09/93	100	%	247,599
Country Meadows II, III, IV	Sioux Falls, SD	55	1,026,422		05/92	09/92	100	%	1,220,825
Deerfield Commons	Crewe, VA	39	1,189,767		04/92	06/92	100	%	242,430

7

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
East Park Apts. I	Dilworth, MN	24	$	472,001	06/94	01/94	100	%	$	406,100
Edgewood Apts.	Munford-ville, KY	24	757,733		06/92	08/92	100	%	156,763
Golden Age Apts.	Oak Grove, MO	17	389,586		04/92	11/91	100	%	84,410
Graham Village Apts.	Graham, NC	50	1,143,510		10/94	06/95	100	%	919,461
Greentree Apts.	Utica, OH	24	657,980		04/94	10/75	100	%	76,069
Greenwood Village	Fort Gaines, GA	24	648,809		08/92	05/93	100	%	131,268
Hadley’s Lake Apts.	East Machias ME	18	1,003,651		09/92	01/93	100	%	291,400
Hammond Heights Apts.	Westernport, MD	35	1,436,323		07/92	02/93	100	%	327,944
Harrison- ville Properties II	Harrison- ville, MO	24	590,305		03/92	11/91	100	%	144,004
Harvest Point Apts.	Madison, SD	30	1,158,770		03/95	12/94	100	%	268,760
Hearthside II	Portage, MI	60	1,789,585		04/92	11/92	100	%	1,153,620

8

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Higginsville Estates	Higginsville, MO	24	$	608,067	03/92	03/91	100	%	$	146,111
Kearney Estates	Kearney, MO	24	613,178		05/92	01/92	100	%	138,103
Lakeside Apts.	Lake Village AR	32	1,175,638		08/94	08/95	100	%	282,004
Laurelwood Apartments, Phase II	Winnsboro, SC	32	1,033,972		03/92	02/92	100	%	229,986
Lebanon Properties III	Lebanon, MO	24	611,179		03/92	02/92	100	%	152,171
Lebanon Village II	Spring Grove, VA	24	882,221		08/92	02/93	100	%	169,000
Lilac Apts.	Leitchfield, KY	24	690,713		06/92	07/92	100	%	148,015
Livingston Plaza	Livingston, TX	24	644,494		12/92	11/93	100	%	176,534
Manning Lane Apts.	Manning, SC	42	1,420,773		08/92	03/93	100	%	296,436
Marshall Lane Apts.	Marshallville, GA	18	534,169		08/92	12/92	100	%	114,200

9

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Maryville Properties	Maryville, MO	24	$	694,881	05/92	03/92	100	%	$	156,636
Meadow View Apts.	Grantsville, MD	36	1,434,474		05/92	02/93	100	%	291,322
Millbrook Commons	Sanford, ME	16	888,496		06/92	11/92	100	%	227,100
Monark Homes	Van Buren & Barling, AR	10	303,996		06/94	03/94	100	%	239,800
North Prairie Manor Apts.	Plainwell, MI	28	846,924		09/92	05/93	100	%	206,820
North Trail Apts.	Arkansas City, KS	24	788,621		09/94	12/94	100	%	194,118
Osceola Estates Apts	Osceola, IA	24	588,178		05/92	05/92	100	%	161,325
Payson Senior Center Apts.	Payson, AZ	39	1,439,984		08/92	08/92	100	%	365,755
Rainier Manor Apts.	Mt. Rainier, MD	104	3,440,413		04/92	01/93	100	%	1,095,382
Ridgeview Apartments	Brainerd, MN	24	836,545		03/92	01/92	100	%	165,434

10

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Rio Mimbres II Apartments	Deming, NM	24	$	748,292	04/92	04/92	100	%	$	149,811
Rolling Brook III Apts.	Algonac, MI	26	797,736		06/92	11/92	100	%	185,632
Shenandoah Village	Shenandoah, PA	34	1,421,291		08/92	02/93	100	%	317,136
Showboat Manor Apts.	Chesaning, MI	26	768,396		07/92	02/93	96	%	178,084
Spring Creek II Apts.	Derby, KS	50	685,658		04/92	06/92	100	%	1,060,282
Sunset Sq. Apts.	Scottsboro, AL	24	713,722		09/92	08/92	100	%	143,900
Taylor Mill Apartments	HodgenvilleKY	24	743,315		04/92	05/92	100	%	173,606
Timmons Village Apts.	Lynchburg, SC	18	602,533		05/92	07/92	100	%	122,450
University Meadows	Detroit, MI	53	2,258,614		06/92	12/92	100	%	1,676,750
Valatie Woods	Valatie, NY	32	1,228,598		06/92	04/92	100	%	277,600

11

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Village Woods	Healdton, OK	24	$	670,623	08/94	12/94	100	%	$	173,616
Villas Del Mar	Urb. Corales de Hatillo, PR	32	1,421,336		08/92	08/92	100	%	307,200
Virgen del Pozo Garden Apts.	Sabana Grande, PR	70	3,242,108		08/92	07/93	100	%	772,550
Weedpatch Country Apts.	Weedpatch, CA	36	1,903,038		01/94	09/94	100	%	461,197
Whitewater Village Apts.	Ideal, GA	18	507,813		08/92	11/92	100	%	108,000

12

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
1413 Leavenworth Apts.	Omaha, NE	60	$	1,822,331	12/92	03/93	100	%	$	1,287,526
Abbey Orchards Apts.	Nixa, MO	48	1,261,676		03/94	06/94	100	%	1,163,875
Abbey Orchards Apts.II	Nixa, MO	56	1,104,796		08/94	07/94	100	%	1,137,750
Bernice Villa Apts.	Bernice, LA	32	861,995		05/93	10/93	100	%	200,476
Branch River Commons Apts	Wakefield, NH	24	1,226,384		09/92	02/93	100	%	246,105
Brunswick Manor Apts.	Lawrence- ville ,VA	40	1,366,049		02/94	07/94	100	%	278,519
Canterfield Manor	Denmark, SC	20	741,125		11/92	01/93	100	%	175,959
Cape Ann YMCA Community Ctr.	Gloucester, MA	23	230,917		01/93	12/93	100	%	693,132
Carriage Park Village	Westville, OK	24	667,222		02/93	07/93	100	%	144,714
Cedar Trace Apts.	Brown City, MI	16	485,130		10/92	07/93	100	%	102,500
Cielo Azul Apts.	Aztec, NM	30	981,850		05/93	05/93	100	%	389,749
Clymer Park Apts.	Clymer, PA	32	1,403,561		12/92	11/94	100	%	317,428

13

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Crystal Ridge Apts.	Davenport, IA	126	$	3,365,862	10/93	02/94	100	%	$	3,032,972
Cumberland Woods Apts.	Middlesboro, KY	40	1,399,990		12/93	10/94	100	%	412,700
Deer Run Apts.	Warrenton, NC	31	576,995		08/93	03/93	100	%	572,200
Derry Round House Court	Borough of Derry, PA	26	1,066,712		02/93	02/93	100	%	248,019
Fairmeadow Apts.	Latta, SC	24	849,601		01/93	07/93	100	%	195,400
Falcon Ridge Apts.	Beattyville, KY	32	999,938		04/94	01/95	100	%	247,200
Forest Pointe Apts.	Butler, GA	25	718,759		12/92	09/93	100	%	162,397
Gibson Manor Apts.	Gibson, NC	24	851,978		12/92	06/93	100	%	161,412
Greenfield Properties	Greenfield, MO	20	509,609		01/93	05/93	100	%	126,046
Greenwood Apts.	Mt. Pleasant, PA	36	1,407,436		11/93	10/93	100	%	352,000
Harmony House Apts.	Galax, VA	40	1,400,987		11/92	07/93	100	%	285,588
Haynes House Apartments	Roxbury, MA	131	3,585,033		08/94	09/95	100	%	2,005,814
Holly Tree Manor	Holly Hill, SC	24	854,334		11/92	02/93	100	%	201,490
Isola Square Apartments	Isola, MS	32	935,355		11/93	04/94	100	%	246,722

14

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Joiner Manor	Joiner, AR	25	$	747,652	01/93	06/93	100	%	$	149,670
Landview Manor	Bentonia, MS	28	811,219		07/93	02/94	100	%	190,109
Laurel Ridge Apts.	Idabel, OK	52	1,320,612		04/93	12/93	100	%	282,606
Lawtell Manor Apts.	Lawtell, LA	32	859,878		04/93	08/93	100	%	202,603
Logan Lane Apts	Ridgeland, SC	36	1,296,577		09/92	03/93	100	%	274,750
Meadows of Southgate	Southgate, MI	83	2,046,732		07/93	05/94	100	%	1,716,000
Mendota Village Apts	Mendota, CA	44	1,899,452		12/92	05/93	100	%	438,300
Mid City Apts.	Jersey City, NJ	58	2,430,771		09/93	06/94	100	%	3,097,210
Newport Elderly Apts.	Newport, VT	24	1,149,366		02/93	10/93	100	%	221,626
Newport Manor Apts.	Newport, TN	30	911,284		09/93	12/93	100	%	204,863
Oak Forest Apts.	Eastman, GA	41	1,125,736		12/92	10/93	100	%	251,269

15

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Parkwoods Apts.	Anson, ME	24	$	1,239,432	12/92	09/93	100	%	$	320,206
Plantation Manor	Tchula, MS	28	795,139		07/93	12/93	100	%	195,030
Ransom St. Apartments	Blowing Rock, NC	13	496,316		12/93	11/94	100	%	100,249
Sable Chase of McDonough	McDonough, GA	222	4,118,118		12/93	12/94	100	%	5,618,968
Simmesport Square Apts.	Simmesport, LA	32	874,290		04/93	06/93	100	%	198,500
St. Croix Commons Apts.	Woodville, WI	40	864,262		10/94	12/94	100	%	534,847
St. Joseph Square Apts.	St. Joseph, LA	32	914,220		05/93	09/93	100	%	206,086
Summersville Estates	Summersville, MO	24	597,557		05/93	06/93	100	%	157,976
Stony Ground Villas	St. Croix, VI	22	1,370,285		12/92	06/93	100	%	358,414
Talbot Village II	Talbotton, GA	24	654,542		08/92	04/93	100	%	129,683
Tan Yard Branch Apts. I	Blairsville, GA	24	734,687		12/92	09/94	100	%	151,154
Tan Yard Branch Apts. II	Blairsville, GA	25	719,746		12/92	07/94	100	%	144,304

16

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
The Fitzgerald Building	Plattsmouth,NE	20	$	535,711	12/93	12/93	100	%	$	924,780
The Woodlands	Tupper Lake, NY	18	902,747		09/94	02/95	100	%	214,045
Tuolumne City Senior Apts.	Tuolumne, CA	30	1,541,138		12/92	08/93	100	%	376,535
Turtle Creek Apts.	Monticello, AR	27	818,840		05/93	10/93	100	%	185,392
Valley View Apartments	Palatine Bridge, NY	32	1,350,584		05/94	05/94	100	%	326,870
Victoria Pointe Apts.	North Port, FL	42	1,394,727		10/94	01/95	100	%	338,058
Vista Linda Apartments	Sabana Grande, PR	50	2,424,967		01/93	12/93	100	%	445,530
West End Manor	Union, SC	28	951,818		05/93	05/93	100	%	231,741
Westchester Village of Oak Grove	Oak Grove, MO	33	964,590		12/92	04/93	100	%	889,700
Westchester Village of St. Joseph	St. Joseph, MO	60	1,045,666		07/93	06/93	100	%	1,316,500
Willcox Senior Apts.	Willcox, AZ	30	1,063,905		01/93	06/93	100	%	268,747
Woods Landing Apts.	Damascus, VA	40	1,398,325		12/92	09/93	100	%	286,171

17

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Annadale Apartments	Fresno, CA	222	$	13,229,483	01/96	06/90	100	%	$	1,108,873
Artesia Properties	Artesia, NM	40	1,344,488		09/94	09/94	100	%	399,464
Aspen Ridge Apts.	Omaha, NE	42	915,353		09/93	11/93	100	%	809,750
Briarwood Apartments	Clio, SC	24	866,799		12/93	08/94	100	%	211,133
Briarwood Apartments of DeKalb	DeKalb, IL	48	973,916		10/93	06/94	100	%	1,041,834
Briarwood Village	Buena Vista, GA	38	1,092,823		10/93	05/94	100	%	252,700
Brookwood Village	Blue Springs, MO	72	2,116,848		12/93	12/94	100	%	1,629,100
Cairo Senior Housing	Cairo, NY	24	1,034,689		05/93	04/93	100	%	201,711
Caney Creek Apts.	Caneyville, KY	16	456,859		05/93	04/93	100	%	118,800
Central House	Cambridge, MA	128	1,513,342		04/93	12/93	100	%	2,498,109
Clinton Estates	Clinton, MO	24	713,520		12/94	12/94	100	%	162,717
Cloverport Apts.	Cloverport, KY	24	713,558		04/93	07/93	100	%	174,575
College Greene Senior Apts	Chili, NY	110	3,713,871		03/95	08/95	100	%	232,545

18

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Crofton Manor Apts.	Crofton, KY	24	$	765,375	04/93	03/93	100	%	$	168,420
Deerwood Village Apts	Adrian, GA	20	614,726		02/94	07/94	100	%	160,900
Doyle Village	Darien, GA	38	1,128,704		09/93	04/94	100	%	235,509
Fuera Bush Senior Housing	Fuera Bush, NY	24	1,058,383		07/93	05/93	100	%	189,364
Gallaway Manor Apts.	Gallaway, TN	36	1,016,324		04/93	05/93	100	%	221,432
Glenridge Apartments	Bullhead City, AZ	52	1,978,476		06/94	06/94	100	%	520,500
Green Acres Estates	West Bath, ME	48	977,385		01/95	11/94	100	%	135,849
Green Court Apartments	Mt. Vernon, NY	76	2,282,885		11/94	11/94	100	%	964,813
Henson Creek Manor	Fort Washington, MD	105	3,873,237		05/93	04/94	100	%	2,980,421
Hickman Manor Apts. II	Hickman, KY	16	509,759		11/93	12/93	100	%	134,094
Hill Estates, II	Bladenboro, NC	24	975,784		03/95	07/95	100	%	132,300
Houston Village	Alamo, GA	24	647,855		12/93	05/94	100	%	169,418
Isola Square Apts.	Greenwood, MS	36	1,031,749		11/93	08/94	100	%	304,556

19

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Ivywood Park Apts.	Smyrna, GA	106	$	3,572,299	06/93	10/93	100	%	$	2,093,847
Jonestown Manor Apts.	Jonestown, MS	28	838,147		12/93	12/94	100	%	243,605
Largo Ctr. Apartments	Largo, MD	100	3,915,581		03/93	06/94	100	%	2,753,475
Laurel Ridge Apts.	Naples, FL	78	2,872,610		02/94	12/94	100	%	1,808,844
Lee Terrace Apartments	Pennington Gap, VA	40	1,429,129		02/94	12/94	100	%	288,268
Maplewood Park Apts.	Union City, GA	110	3,089,693		04/94	07/95	100	%	1,416,091
Oakwood Manor of Bennetts-ville	Bennetts-ville, SC	24	844,604		09/93	12/93	100	%	89,200
Opelousas Point Apts.	Opelousas, LA	44	1,328,023		11/93	03/94	100	%	439,277
Palmetto Villas	Palmetto, FL	49	1,559,057		05/94	04/94	100	%	421,795
Park Place	Lehigh Acres, FL	36	1,308,671		02/94	05/94	100	%	283,687
Pinehurst Senior Apts.	Farwell, MI	24	770,904		02/94	02/94	100	%	183,176
Quail Village	Reedsville, GA	31	841,986		09/93	02/94	100	%	171,855
Royale Townhomes	Glen Muskegon, MI	79	2,452,949		12/93	12/94	100	%	909,231

20

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Seabreeze Manor	Inglis, FL	37	$	1,192,544	03/94	01/95	100	%	$	294,387
Soledad Senior Apts.	Soledad, CA	40	1,866,905		10/93	01/94	100	%	407,894
Stratford Place	Midland, MI	53	855,882		09/93	06/94	100	%	902,915
Villa West V Apartments	Topeka, KS	52	899,363		02/93	10/92	100	%	902,700
Waynesburg House Apts.	Waynesburg, PA	34	1,441,788		07/94	12/95	100	%	501,140
West Front Residence	Skowhegan, ME	30	1,440,443		09/94	08/94	100	%	487,390
West Oaks Apartments	Raleigh, NC	50	1,576,131		06/93	07/93	100	%	811,994
White Castle Manor	White Castle, LA	24	750,678		06/94	05/94	100	%	198,684

21

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Arch Apartments	Boston, MA	75	$	1,717,072	04/94	12/94	100	%	$	3,017,845
Bear Creek Apartments	Naples, FL	118	4,849,064		03/94	04/95	100	%	3,586,687
Briarwood Apartments	Humbolt, IA	20	688,779		08/94	04/95	100	%	162,536
California Apartments	San Joaquin, CA	42	1,740,298		03/94	12/94	100	%	519,100
Chatham Manor	Chatham, NY	32	1,302,396		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	2,398,769		12/94	12/94	100	%	1,804,536
Cox Creek Apartments	Ellijay, GA	25	804,207		01/94	01/95	100	%	214,824
Evergreen Hills Apts.	Macedon, NY	72	2,598,858		08/94	01/95	100	%	1,627,293
Glen Place Apartments	Duluth, MN	35	979,583		04/94	06/94	100	%	1,328,621
Harris Music Building	West Palm Beach, FL	38	1,515,609		06/94	11/95	100	%	1,286,304
Kristine Apartments	Bakersfield,CA	60	1,087,024		10/94	10/94	100	%	1,636,293
Lakeview Meadows II	Battle Creek, MI	60	1,464,524		08/93	05/94	100	%	1,029,000

22

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Lathrop Properties	Lathrop, MO	24	$	710,243	04/94	05/94	100	%	$	171,579
Leesville Elderly Apts.	Leesville, LA	54	1,833,611		06/94	06/94	100	%	776,500
Lockport Seniors Apts.	Lockport, LA	40	1,084,065		07/94	09/94	100	%	595,439
Maple Leaf Apartments	Franklinville, NY	24	1,063,049		08/94	12/94	100	%	296,587
Maple Terrace	Aurora, NY	32	1,315,670		09/93	09/93	100	%	279,988
Marengo Park Apts.	Marengo, IA	24	724,540		10/93	03/94	100	%	133,552
Meadowbrook Apartments	Oskaloosa, IA	16	466,270		11/93	09/94	100	%	96,908
Meadows Apartments	Show Low, AZ	40	1,427,468		03/94	05/94	100	%	420,302
Natchitoches Senior Apartments	Natchitoches, LA	40	1,359,525		06/94	12/94	100	%	644,175
Newton Plaza Apts.	Newton, IA	24	781,244		11/93	09/94	100	%	166,441
Oakhaven Apartments	Ripley, MS	24	473,140		01/94	07/94	100	%	116,860
Parvin’s Branch Townhouses	Vineland, NJ	24	521,601		08/93	11/93	100	%	761,856

23

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Peach Tree Apartments	Felton, DE	32	$	1,428,125	01/94	07/93	100	%	$	206,100
Pepperton Villas	Jackson, GA	29	828,870		01/94	06/94	100	%	222,762
Prestonwood Apartments	Bentonville, AR	62	621,160		12/93	12/94	100	%	1,067,200
Richmond Manor	Richmond, MO	36	989,269		06/94	06/94	100	%	231,593
Rio Grande Apartments	Eagle Pass, TX	100	2,022,756		06/94	05/94	100	%	666,840
Troy Estates	Troy, MO	24	657,793		12/93	01/94	100	%	159,007
Vista Loma Apartments	Bullhead City, AZ	41	1,547,426		05/94	09/94	100	%	465,650
Vivian Seniors Apts.	Vivian, LA	40	222,834		07/94	09/94	100	%	625,691
Westminster Meadow	Grand Rapids, MI	64	1,893,979		12/93	11/94	100	%	1,378,000

24

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Callaway Villa	Holt’s Summit, MO	48	$	997,010	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	2,398,769		12/94	12/94	100	%	1,153,719
Coopers Crossing	Irving, TX	93	3,218,389		06/96	12/95	100	%	2,145,000
Delaware Crossing Apartments	Ankeny, IA	152	2,901,409		08/94	03/95	100	%	3,337,884
Garden Gate Apartments	Forth Worth, TX	240	5,137,870		02/94	04/95	100	%	3,576,605
Garden Gate Apartments	Plano, TX	240	6,445,328		02/94	05/95	100	%	3,166,064
Hebbronville Senior	Hebbronville, TX	20	496,536		12/93	04/94	100	%	82,592
Jefferson Square	Denver, CO	64	2,204,160		05/94	08/95	100	%	1,715,351
Jenny Lynn Apts.	Morgantown, KY	24	772,208		01/94	09/94	100	%	182,800
Lone Star Senior	Lone Star, TX	24	586,046		12/93	05/94	100	%	138,740
Mansura Villa II Apartments	Mansura, LA	32	925,658		05/94	08/95	100	%	227,910
Maplewood Park Apts.	Union City, GA	110	3,089,693		04/94	07/95	100	%	1,416,091
Martindale Apts.	Martindale, TX	24	644,462		12/93	01/94	100	%	154,790

25

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

PROPERTY PROFILES AS OF MARCH 31, 2008

Property Name	Location	Units	Mortgage Balance As of 12/31/07		Acq Date	Const Comp	Qualified Occupancy 3/31/08		Cap Con Paid Thru 3/31/08
Munford Village	Munford, AL	24	$	728,020	10/93	04/94	100	%	$	165,800
Northpoint Commons	Kansas City, MO	158	4,148,562		07/94	06/95	100	%	2,124,024
Poplar Ridge Apts.	Madison, VA	16	628,224		12/93	10/94	100	%	124,704
Prospect Villa III Apartments	Hollister, CA	30	1,685,314		03/95	05/95	100	%	499,104
Sahale Heights Apts.	Elizabethtown, KY	24	825,412		01/94	06/94	100	%	238,600
Seville Apartments	Forest Village, OH	24	639,606		03/94	03/78	100	%	71,780
Sherwood Knoll	Rainsville, AL	24	751,172		10/93	04/94	100	%	162,500
Summerset Apartments	Swainsboro, GA	30	908,339		01/94	11/95	100	%	223,029
Tanglewood Apartments	Lawrenceville, GA	130	3,724,042		11/93	12/94	100	%	3,020,840
Village North I	Independence, KS	24	818,774		06/94	12/94	100	%	190,471
Vistas at Lake Largo	Largo, MD	110	4,521,689		12/93	01/95	100	%	2,833,420
Wedgewood Lane Apartments	Cedar City, UT	24	964,446		06/94	09/94	100	%	262,800

26

Item 3.Legal Proceedings

None.

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

None.

27

PART II

Item 5.Market for the Fund’s Limited Partnership Interests, Related Fund Matters and Issuer Purchases of Fund Interests
(a)	Market Information
	The Fund is classified as a limited partnership and does not have 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, 2008 the Fund has 12,922 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 2,395 investors holding 3,870,500 BACs, Series 16 consists of 3,304 investors holding 5,429,402 BACs, Series 17 consists of 2,842 investors holding 5,000,000 BACs, Series 18 consists of 2,054 investors holding 3,616,200 BACs, and Series 19 consists of 2,327 investors holding 4,080,000 BACs at March 31, 2008.
(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, 2008.
	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 are 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 the holder 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 in the Prospectus, as supplemented, under the caption “Sharing Arrangements: Profits, Credits, Losses, Net Cash Flow and Residuals”, which is incorporated herein by reference.
Item 6.Selected Financial Data
Not applicable.

28

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 including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These 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 by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A of this Report. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and 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 these forward-looking statements, the inclusion of this 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 each Offering. Other sources of liquidity 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, 2008 were $2,387,643, and total fund management fees accrued as of March 31, 2008 were $25,566,904.  During the year ended March 31, 2008 the Fund paid fees of $1,225,000 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 the 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.

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During the fiscal year ended March 31, 2008, the Fund did not use any of Series 15 net offering proceeds to pay outstanding installments of its capital contributions. As of March 31, 2008, proceeds from the offer and sale of BACs in Series 15 had been used to invest in a total of 68 Operating Partnerships in an aggregate amount of $29,390,546. As of March 31, 2008, 10 of the properties have been disposed of and 58 remain. The Fund had completed payment of all installments of its capital contributions to the Operating Partnerships.

(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, 2008, the Fund did not use any of Series 16 net offering proceeds to pay outstanding installments of its capital contributions. As of March 31, 2008, the net proceeds 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. As of March 31, 2008, 3 of the properties have been disposed of and 61 remain. The Fund had completed payment of all installments of its capital contributions to 60 of the 64 Operating Partnerships.  Series 16 has $71,862 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 forth 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, 2008, the Fund did not use any of Series 17 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2008, proceeds from the offer and sale of BACs in Series 17 had been used to invest in a total of 49 Operating Partnerships in an aggregate amount of $37,062,980. As of March 31, 2008, 2 of the properties have been disposed of and 47 remain. The Fund had completed payments of all installments of its capital contributions to 43 of the 49 Operating Partnerships.  Series 17 has outstanding contributions payable to 5 Operating Partnerships in the amount of $67,895 as of March 31, 2008.  Of the amount outstanding, $15,097 has been funded into an escrow account on behalf of one Operating Partnership.  The remaining contributions will be released when the Operating Partnerships have achieved the conditions set forth 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, 2008, the Fund did not use any of Series 18 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2008, proceeds from the offer and sale of BACs in Series 18 had been used to invest in a total of 34 Operating Partnerships 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

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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 forth 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, 2008, the Fund did not use any of Series 19 net offering proceeds to pay outstanding installments of its capital contributions. As of March 31, 2008, 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 various 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, 2008 and 2007, was $2,073,124 and $2,138,666, respectively.

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, 2008 and 2007, the average Qualified Occupancy for the series was 100% and 99.9%, respectively.  The series had a total of 58 properties at March 31, 2008, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2007 and 2006, the series, in total, generated $3,135,833 and $2,103,420, respectively, in passive income tax losses that were passed through to the investors and also provided $0.24 and $0.00, respectively, in tax credits per BAC to the investors. 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.

As of March 31, 2008 and 2007, Investments in Operating Partnerships for Series 15 was $209,560 and $361,924, 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 March 31, 2008 and 2007, the net income (loss) for series 15 was $(525,430) and $516,570, respectively.  The major components of these amounts are the Fund’s share of income (losses) from Operating Partnership and

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the fund management fee. The variances in net income is due to the income (losses) recorded from the dispositions of Operating Partnerships in the prior year.

In May 2007, the investment general partner of Heron’s Landing RRH Limited entered into an agreement to transfer the property to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,168,521 and cash proceeds to the investment limited partnership of $42,775.  Of the total proceeds received, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $35,275 will be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid fund management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $35,275 as of June 30, 2007.

In June 2007, the investment general partner of Lake View Associates entered into an agreement to transfer the property to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $863,544 and cash proceeds to the investment limited partnership of $35,192.  Of the total proceeds received, $14,005 represents reporting fees due to an affiliate of the investment limited partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $13,687 was returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid fund management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $13,687 as of June 30, 2007. In addition, equity outstanding for the Operating Partnership in the amount of $4,208 was recorded as gain on the sale of the Operating Partnership as of July 31, 2007.

In May 2007, the investment general partner of School Street I Limited Partnership approved an agreement to sell the property and the transaction closed on July 10, 2007. The sales price of the property was $875,000, which includes the outstanding mortgage balance of approximately $639,249. After the payment of all costs related to the sale of the property, including the brokerage commission, legal fees, satisfaction of the outstanding mortgage balance, and repayment of previous advances to the operating general partner in accordance with the operating partnership agreement, cash proceeds to the investment limited partner were $0. Annual losses generated by the Operating

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Partnership, which were applied against the investment limited partner’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership’s investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded as of July 31, 2007.

Beckwood Manor Eight Limited Partnership (Lakeside Apartments) is a 32-unit, senior property, located in Lake Village, Arkansas.  Occupancy averaged 70% in the first quarter of 2008, a slight decrease from 2007. The local economy remains challenging in nature due to an abundance of low income tax credit units available for rent in the area.  According to the operating general partner, the supply in the marketplace continues to exceed the demand. The new leasing incentive is three months of free electricity.  In an effort to increase rental traffic to the property, the management company continues to advertise heavily in surrounding area newspapers. The operating general partner has taken a proactive initiative in reducing operating expenses in 2007.  The property operated below breakeven in 2007.  The mortgage payments, taxes, insurance, and accounts payables are all current.

Livingston Plaza, Limited (Livingston Plaza) is a 24-unit, family property located in Livingston, Texas. In 2007 the property operated below breakeven due to an average occupancy of only 61%. Occupancy suffered in 2007 as a result of an increase in security issues at the property, such as violent behavior and vandalism.  To address these issues, the management hired a full time security person and evicted the problem residents. However, later in the year the management made a decision to eliminate the security officer position due to limited funds. As a result, in the third and fourth quarters, vandalism and drug activity increased causing the average physical occupancy to again drop. As of December 2007, physical occupancy was 58% and the property was unable to breakeven. Through the first quarter 2008, the property continues to struggle with occupancy. However, as of March 2008, the property’s occupancy increased to 71%.  Low occupancy is largely a result of property’s increasingly poor reputation. In February 2008, the management replaced the property’s site manager. To improve the reputation of the property, the new manager immediately implemented both an improved resident screening program, which scores each potential resident, as well as a strict rent collection policy that included initiating eviction proceedings if rent was not collected by the fifth of the month.  Management is also strictly enforcing the property’s rules and regulations and is initiating eviction proceedings if they are broken. Also, the new manager started working very closely with the local police department to establish regular evening and afternoon police patrols of the property. Furthermore, to increase the occupancy, the management is continuously working with local Section 8 representatives and developing relationships with local churches and community centers. The mortgage payments, taxes, insurance, and accounts payables 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. In 2007, despite an average occupancy of 92% the property operated below breakeven due to high utility and maintenance expenses. Despite an occupancy average of 99%, the property continued to operate below breakeven in the first quarter of 2008 due to high water and maintenance expenses. Water costs in Derby are three times the average water costs in neighboring towns. In addition, the age of the property necessitates extensive maintenance repairs. To offset high maintenance and water costs, a rent increase was implemented in

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December 2007. The rent increase will increase annual gross potential rent by approximately $8,640. Despite an expired guarantee, the operating general partner has a longstanding history of funding operating deficits and continues to fund deficits as necessary. The mortgage payments, taxes, and insurance are current.  On December 31, 2006, the 15-year low income housing tax credit compliance period expired with respect to Osage Housing Associates Limited Partnership.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

Greentree Apartments Limited (Sue-Ellen Apartments) is a 24-unit, family property located in Utica, OH.  Occupancy began dropping in 2006 due to poor management.  A new management company started in early 2006 and their focus on outreach to local businesses resulted in a 2007 average occupancy of 87%.  The first quarter of 2008 continues to show improvement, averaging 89%; however, the property is still operating below breakeven. The operating general partner passed away in the second quarter of 2007.  His widow is now the operating general partner.  Their grandson has assumed the day-to-day operations of the partnership but communication has been intermittent and calls have gone unanswered.  The investment general partner will continue to follow up with the operating general partner until all communication issues have been resolved.  The low income housing tax credit compliance period for this property expires in 2009.

In January 2008, the investment general partner transferred its interest in Wood Park Pointe to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance and cash proceeds to the investment limited partner of $37,000. Of the total proceeds received, $1,456 represents reporting fees due to an affiliate of the investment partnership and the balance represts proceeds from the sale. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $20,544 will be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $20,544 as of March 31, 2008.

Buena Vista Apartments, Phase II (Buena Vista Apartments) is a 44-unit property located in Union, SC.  Industrial decline in the area has led to a dwindling population base from which to draw qualified residents.  The property continues to have trouble competing with properties that offer project-based rental assistance, but was still able to maintain an average occupancy of 95%. Through the first quarter of 2008 and in 2007 the partnership operated above breakeven.  The mortgage, real estate taxes, insurance and accounts payables to non-related entities are current.  The operating general partner’s guarantee is unlimited in time and amount.

In December 2006, the investment general partner exercised an option to transfer its interest in Oakwood Village, Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately

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$1,078,022 and cash proceeds to the investment limited partner of $43,121. The transaction closed in January 2007.  Of the proceeds received, $7,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds of $36,121 were returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid fund management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $36,121 as of March 31, 2007.

In December 2006, the investment general partner exercised an option to transfer its interest in Wauchula Limited to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,437,943 and cash proceeds to the investment limited partner of $57,518. The transaction closed in January 2007. Of the proceeds received, $7,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds of $50,518 were returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid fund management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $50,518 as of March 31, 2007.

In January 2007, the operating general partner of Coralville Housing Associates entered into an agreement to sell the property and the transaction closed on March 1, 2007.  Cash proceeds to the investment limited partner were $1,189,874. Of the proceeds received, $7,500 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs and $20,000 was used for payment of outstanding fund management fees due to an affiliate of the investment limited partnership. The remaining proceeds from the sale of $1,162,374 were returned to cash reserves held by Series 15. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid fund management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded

in the amount of $1,162,374 as of March 31, 2007. As of June 2007 additional

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sales proceeds of $7,189 were received.  These proceeds were returned to cash reserves held by Series 15.

In March 2008, the investment general partner transferred its interest in Curwensville House Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,168,426 and cash proceeds to the investment limited partner of $8,865.  Of the total proceeds received, $7,340 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $1,525 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. There are zero proceeds to be returned to the cash reserves held by Series 15. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded as of March 31, 2008. The sale of the Operating Partnership has been recognized as of March 31, 2008, but the sale proceeds were received in April 2008.

Showboat Manor LDHA LP (Showboat Manor Apartments) is a 26-unit senior property located in Chesaning, MI. The property operated below breakeven in 2007 due to declining occupancy and poor on-site management. Average occupancy for 2007 was 77%.  The property has experienced high on-site management turnover since December 2006. The new site manager was hired in August 2007. She is very enthusiastic and has high expectations for the property, which has already positively impacted the residents. She has worked to increase property’s awareness, by inviting community members to resident events and posting flyers and advertising in the city library and in pharmacies. As a result, in the fourth quarter 2007, the property’s physical occupancy increased to 84%. Through the first quarter of 2008 occupancy has remained stable at 82%. Physical occupancy is expected to improve in the second quarter of 2008. In May 2008, the management is planning to internally transfer a new site manager; the new manager is expected to implement new marketing strategies to attract potential residents. This is in an effort to keep fresh energy on site and a new set of eyes. The tax and insurance escrow was not adequately funded in 2007, and 2007 real estate taxes are delinquent.  In an effort to address the delinquencies management created a two-year workout plan, which is currently in review by Rural Development. The primary goal of the workout plan is to pay down delinquent real estate taxes. The secondary goal is to properly fund the tax and insurance escrow account. As a result, the management company is proposing the replacement reserve funding requirement be waived in 2008, and allow those scheduled deposits to be allocated to the funding of the tax and insurance escrow. The tax and insurance escrow account is expected to be adequately funded over a period of 18 months, at which time the focus will convert to the funding of the replacement reserves. The workout plan also contains a request for rent increases, which will directly go towards the funding of the escrow accounts. The operating general partnership’s operating deficit guarantee has expired. The partnership’s mortgage payments are current to date. On December 31, 2007, the 15-year low income housing tax credit compliance period expired.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Harrisonville Properties II LP to an entity affiliated with the operating general partner for its assumption of the

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outstanding mortgage balance of approximately $590,305 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Higginsville Estates LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $608,067 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Kearney Estates, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $613,178 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Lebanon Properties III LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $611,181 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

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In May 2008, the investment general partner entered into an agreement to transfer its interest in Maryville Properties LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $694,880 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Oak Grove Villa Apts LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $389,586 and anticipated cash proceeds to the investment partnership of $18,190.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $13,190 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Osceola Estates LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $588,185 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Rolling Brook III L.D.H.A. LP to a non- affiliated entity for its assumption of the outstanding mortgage balance of approximately $801,991 and cash proceeds to the investment limited partner of $30,000.  Of the total proceeds received, $15,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $15,000 will be returned to cash reserves Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be

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distributed based on the number of BACs held by each investor at the time of distribution.

In July 2008, the investment general partner entered into an agreement to transfer its interest in Edgewood Properties, Ltd. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $757,734 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds anticipated to be received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 will be returned to cash reserves held Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In July 2008, the investment general partner entered into an agreement to transfer its interest in Lilac Properties, Ltd. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $690,713 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds anticipated to be received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 will be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In July 2008, the investment general partner entered into an agreement to transfer its interest in Taylor Mill Properties, Ltd. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $743,315 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds anticipated to be received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 will be returned to cash reserves held by Series 15.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

(Series 16).  As of March 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had a total of 61 properties at March 31, 2008, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2007 and 2006, the series, in total, generated $2,479,737 and $3,240,345, respectively, in passive income tax losses that were passed through to the investors and also provided $0.00 and $0.00, respectively, in tax credits per BAC to the investors. 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.

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As of March 31, 2008 and 2007, Investments in Operating Partnerships for Series 16 was $478,018 and $1,126,865, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for these 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 March 31, 2008, and 2007, the net loss for series 16 was $1,290,259 and $1,501,940, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnership and the fund management fee.

The Fitzgerald Building (Cass Partners, LP) is a 20-unit apartment building located in Plattsmouth, NE.  This property continues to operate below breakeven due to low occupancy. The first quarter 2008 physical occupancy averaged 5% and 2007 occupancy averaged 39%.  Due to the lack of cash flow, management has not been able to make ready the vacant apartments, which are in need of general maintenance and repairs, as well as update the kitchen appliances.  Also affecting the marketing of the property is its downtown location, lack of parking, and lack of amenities such as washer/dryer hook-ups.  The operating general partner has been able to reduce operating expenses over the last two years by self-managing the property.  The property insurance is current through December 2007; however, the 2005 through 2007 real estate taxes have not been paid.  The operating partnership is three years in arrears on the first mortgage from the City of Plattsmouth; however, the operating general partner has been in continual communication with the City on this matter and no default notice has yet been issued. As of March 2008, the payment due under the second mortgage was 15 days in arrears. Despite an expired operating deficit guaranty, the operating general partner has continued to fund operating deficits. However, the operating general partner has indicated that it will not be able to continue funding deficits. The City of Plattsmouth recently notified the operating general partner that, if the first mortgage is not brought current through an immediate payment of approximately $55,000, the City will begin foreclosure proceedings. In addition, the second mortgage matures in July 2008 and the lender has stated that it will not extend the term of the loan or refinance the debt. The investment general partner has analyzed the potential costs and benefits of maintaining the property through the 2008 compliance period and concluded that the cost of supporting the property’s operations through the end of the compliance period is too high. Avoiding tax credit recapture does not appear to justify the amount of the required investment.  As a result, the investment general partner believes a consensual transfer of the property to the lender prior to the end of the compliance period is likely. If this occurs, the Operating Partnership will experience recapture and interest in the estimated amount of $ 152,087.  This represents estimated recapture and interest of $27 per 1,000 BACs.

The operating general partner of Mariner’s Pointe Limited Partnership I and Mariner’s Pointe Limited Partnership II entered into an agreement to sell Mariner’s Pointe I & II. The transaction closed in March 2006. 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 sales price for Mariner’s Pointe I & II was $4,587,705, which includes outstanding mortgage balances of approximately $3,998,707 and proceeds to the investment limited partnership of $264,924. Of the total investment limited partnership proceeds received, $110,860 represents a reimbursement of funds previously advanced to the Operating Partnership by the investment limited partnership, $52,500 represents payment of outstanding

40

reportingfeesduetoanaffiliateoftheinvestmentlimited partnershipandapproximately$14,501isforthirdpartylegalcosts.Proceedsfromthesaleof$87,063willbereturnedtocashreservesheldbySeries16.Themoniesheldin< font size="1" style="font-size:8.0pt;"> cashreserveswillbeutilizedtopaycurrentoperatingexpenses,accruedbutunpaidfundmanagementfees,andaccruedbutunpaidexpensesoftheinvestmentlimitedpartnership.Afteralloutstandingobligationsoftheinvestmentlimitedpartnershiparesatisfied,anyremainingmonieswillbedistributedbasedonthenumberofBACsheldbyeachinvestoratthetimeofdistribution.LossesonthesaleofthepropertywererecordedbySeries16of$(108,072)inthequarterendedMarch31,2006.The lossrecordedrepresentstheproceedsreceivedbytheinvestmentlimited partner,netoftheirremaininginvestmentbalance.Accordingly,alossonthesaleoftheOperatingPartnershipoftheproce edsfromthesale,netoftheoverheadandexpensereimbursemen t,hasbeenrecordedintheamountof($23,530)asof March31,2006.Atthetimeofthesale,theoperatinggeneralpartnerretainedsomefundsinanaccountinthenameoftheOperatingPartnershiptocovercoststhatwouldbeincurredintheprocessofdissolvingtheOperatingPartnershipentity.ThesefundswerenotfullyutilizedandtheinvestmentlimitedpartnershipshareoftheremainingfundswaspaidinJune2006.Accordingly,againwasrecordedforthetotaladditionalproceedsreceivedintheamountof$2,521asofJune30,2006.

Summersville Estates, LP (Summersville Estates) is a 24-unit low-income housing property located in Summersville, Missouri. Despite an occupancy average of 82%, the property operated above breakeven in 2007. As of March 2008, the property was 79% occupied. The property operated below breakeven at the end of the first quarter of 2008 due to low occupancy. Low occupancy is the result of a lack of rental assistance for four units and in addition the property is located in an impoverished and isolated area. Without rental assistance, potential residents in the area cannot afford the property’s rents. Management is considering converting eight one bedroom units into four three bedrooms.  Such changes would allow the property to provide rent-assisted apartments for all of its residents.  The investment general partner is working with management to assess the benefit of potential unit conversions. The investment general partner is also working with management to implement various marketing strategies to improve occupancy. The taxes, mortgage and insurance payments are all current.

CroixCommonsLimitedPartnership(St.CroixCommonsApartments)isa40-unit,familypropertylocatedinWoodville,Wisconsin.Thepropertyoperatedatadeficitin2007duetoanaverageoccupancyof82%.Theaveragephysicaloccupancythroughthefirstquarter2008remainedat82%.Operatingexpensescontinuetostaybelowthestateaverage.However,duetoaninabilitytoraiserentalratesandthehighvacancyrate,thepropertycontinuedtooperatebelowbreakevenin2008.Themanagementagentcontinuestomarkettheavailableunitsbyworkingcloselywiththelocalhousingauthorityandcontinuesvariousmarketingeffortstoattractqualifiedresidents.Theoperatinggeneralpartnercontinuestofinancially supporttheOperatingPartnership.Theoperatinggeneralpartneroperatingdeficitguaranteeisunlimitedintimeandamount.Themortgage,taxes,insuranceandpayablesarecurrent.

LoftsByTheMarketApartments(1413LeavenworthHistoric,L.P.)isa60-unithistoricdevelopmentlocatedonthefringeofthehistoricwarehousedistrictindowntownOmaha,Nebraska.Thepropertyoperatedwithpositivecashflow through1999.In2000,thepropertybeganoperatingbelowbreakevenastheresultofineffectivemanagement.Operationswerefurthernegativelyimpactedwhendeferredmaintenanceitems,whichwerecorrectedin2002,resultedinthepropertyoperatingwithasubstantialnegativecashflow.Theoriginal

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developer/general partner is still in place and continues to fund the operating deficits.  Over the past seven years, there have been four different management companies retained to manage the property.  This inconsistency contributed to the cash flow problems at the property.  In 2003, management of the property was transferred to Fieldcrest Management, which is an entity related to the operating general partner. The management company has implemented expense controls and has worked to decrease payables. In addition, the property refinanced the debt at the beginning of September 2005 and paid down some payables from the proceeds of the refinance. Despite an oversupply of apartments and condos in downtown Omaha, which are newer and offer more amenities, occupancy remains strong with the average for 2007 at 95% and the average for the first quarter of 2008 at 96%. Operations were above breakeven in 2007 and have remained above breakeven for the first quarter of 2008.

Sable Chase of McDonough L.P (Sable Chase) is a 225-unit property located in McDonough, GA.  In August 2006, a new site manager raised rents during substantial roof renovations. The rent increase and disruption from construction work, coupled with increased drug activity, caused residents to move out. After a drug enforcement sweep and subsequent evictions, the original rents were reinstated and a new leasing staff was hired. Although the average annual occupancy for 2007 was only 65%, it steadily increased during the year ending with an average of 72% in the fourth quarter.  According to management, newly developed affordable rental housing and single family homes have created increased supply without a corresponding increased need.  However, several businesses are rumored to be moving from Atlanta to McDonough which should increase the need for housing in the area.  The occupancy continues to show signs of improvement with an average of 75% for the first quarter of 2008.  Management forecasts a continued slow but steady increase in occupancy throughout 2008. The operating reserve fund is completely drawn down, and the operating general partner has begun funding deficits under an unlimited operating deficit guarantee.   The low income housing tax credit compliance period expires in 2008. All insurance, real estate taxes and mortgage payments are current.

Meadows of Southgate LDHA (Meadows of Southgate), is an 83-unit property located in Southgate, MI. Average occupancy for 2007 was 95%. In 2007, as the result of improving occupancy, the property operated above breakeven. As of March 2008, this property was 95% occupied. The newly hired site manager is actively marketing the community in the surrounding areas and more prospective residents are visiting the property.  The property is positioned in a convenient location and the management is optimistic that the physical occupancy will stabilize at 95%.  The mortgage, taxes, and insurance are current.

In December 2006, the investment general partner transferred its investment limited partner interest and its general partner interest in Riviera Apartments, Limited to an entity related to the remaining operating general partner for its assumption of the outstanding mortgage balance and cash proceeds of $25,000 to the general partner and $25,000 to the investment limited partner. As part of the purchase agreement, the remaining operating general partner 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. Of the proceeds received, $5,000 represented reporting fees due to an affiliate of the investment limited partnership and the balance represented proceeds from the sale. Of the proceeds received, $7,500 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds of $12,500 were returned to cash reserves held by Series 16.  The monies held in cash reserves will be utilized to pay current

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operating expenses, accrued but unpaid fund management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $12,500 as of December 31, 2006. The sale of the Operating Partnership has been recognized as of December 31, 2006, but the sale proceeds were received in the first quarter of 2007.

In January 2008, the investment general partner transferred 50% of its interest in Concord Associates, A Limited Partnership to an entity affiliated with the operating general partner for its assumption of half the outstanding mortgage balance of approximately $533,356 and cash proceeds to the investment partnership of $0.  The remaining 50% investment limited partner interest in the Operating Partnership is anticipated to be transferred in January 2009 for the assumption of half the remaining outstanding mortgage balance of approximately $533,356 and cash proceeds to the investment limited partner of $0.  In addition, the investment general partner on behalf of the investment limited partnership entered into an agreement with the Operating Partnership for receipt of a residual payment.  Under the terms of the residual agreement if the property owned by the Operating Partnership is refinanced or sold, on or before December 18, 2013, there would be a residual payment of the capital transaction proceeds distributable to the investment limited partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partnership transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership’s investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded as of March 31, 2008.

In January 2008, the investment general partner of Series 16 transferred 50% of its interest in Greenwood Apartments, L.P. to an entity affiliated with the operating general partner for its assumption of half the outstanding mortgage balance of approximately $703,718 and cash proceeds to the investment partnership of $0.  The remaining 50% investment limited partner interest in the Operating Partnership is anticipated to be transferred in January 2009 for the assumption of half the remaining outstanding mortgage balance of approximately $703,718 and cash proceeds to the investment limited partner of $0. In addition, the investment general partner on behalf of the investment limited partnership entered into an agreement with the Operating Partnership for receipt of a residual payment.  Under the terms of the residual agreement if the property owned by the Operating Partnership is refinanced or sold, on or before December 18, 2013, there would be a residual payment of the capital transaction proceeds distributable to the investment limited partnership in accordance with the Operating Partnership Agreement in effect at the date the investment limited partnership transferred its interest. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership’s investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership’s investment in the Operating Partnership to zero. Accordingly, no gain on the sale of the Operating Partnership has been recorded as of March 31, 2008.

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InMay2008,theinvestmentgeneralpartnerenteredintoan< /font>agreementtotransferitsinterestinBransonChristianCounty,L.P.toanentityaffiliatedwiththeoperatinggeneralpartnerforitsassumptionoftheoutstandingmortgagebalanceofapproximately$1,261,677andanticipatedcashproceedstotheinvestmentpartnershipof$51,360.ThetransactionisanticipatedtocloseinJanuary2009.Ofthetotalproceedsanticipatedtobereceived,$4,500represents< font size="2" style="font-size:10.0pt;">reportingfeesduetoanaffiliateoftheinvestmentpartnershipandthebalancerepresentsproceedsfromthetransfer.Ofthe remainingproceeds,itisanticipatedthat$5,000willbepaid toBCAMLPforexpensesrelatedtothetransfer,whichincludes thirdpartylegalcosts.Theremainingproceedsof$41,860is anticipatedtobereturnedtocashreservesheldbySeries 16.Themoniesheldincashreserveswillbeutilizedtopaycurrentoperatingexpenses,accruedbutunpaidassetmanagement fees,andaccruedbutunpaidexpensesoftheinvestmentpartnership.Afteralloutstandingobligationsoftheinvestmentpartnershiparesatisfied,anyremainingmonieswillbedistributedbasedonthenumberofBACsheldbyeachinvestoratthetimeofdistribution.

InMay2008,theinvestmentgeneralpartnerenteredintoan< /font>agreementtotransferitsinterestinWestchesterVillageofSt .Joseph,L.P.toanentityaffiliatedwiththeoperatinggener alpartnerforitsassumptionoftheoutstandingmortgagebalanceofapproximately$1,045,667andanticipatedcashproceedstotheinvestmentpartnershipof$64,200.ThetransactionisanticipatedtocloseinJuly2008.Ofthetotalproceedsanticipatedtobereceived,$6,000representsreportingfeesduetoanaffiliateoftheinvestmentpartnershipandthebalancerepresentsproceedsfromthetransfer.< font size="2" style="font-size:10.0pt;">Oftheremainingproceeds,itisanticipatedthat$5,000willbepaidtoBCAMLPforexpensesrelatedtothetransfer,whichincludesthirdpartylegalcosts.Theremainingproceedsof< font size="2" style="font-size:10.0pt;">$53,200isanticipatedtobereturnedtocashreservesheldbySeries16.Themoniesheldincashreserveswillbeutilizedtopaycurrentoperatingexpenses,accruedbutunpaidassetmanagementfees,andaccruedbutunpaidexpensesoftheinvestmentpartnership.Afteralloutstandingobligationsoftheinvestmentpartnershiparesatisfied,anyremainingmonieswillbedistributedbasedonthenumberofBACsheldbyeachinvestoratthetimeofdistribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Aztec Properties II, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $981,850 and anticipated cash proceeds to the investment partnership of $32,100.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $27,100 is anticipated to be returned to cash reserves held by Series 16.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Westchester Village of Oak Grove to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $902,995 and anticipated cash proceeds to the investment partnership of $35,310.  The transaction is anticipated to close in July 2008.  Of the total proceeds anticipated to be received, $3,000 represents reporting fees due to an affiliate of the

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investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $27,310 is anticipated to be returned to cash reserves held by Series 16.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

(Series 17).  As of March 31, 2008 and 2007, the average Qualified Occupancy for the Series was 100%.  The series had a total of 47 properties at March 31, 2008, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2007 and 2006, the series, in total, generated $1,850,697 and $2,772,035, respectively, in passive income tax losses that were passed through to the investors and also provided $0.77 and $0.00, respectively, in tax credits per BAC to the investors. 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.

As of March 31, 2008 and 2007, Investments in Operating Partnerships for Series 17 was $779,743 and $1,286,994, respectively.  Investments in Operating Partnerships was affected by the way the Fund accounts for these 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 March 31, 2008 and 2007, the net loss for series 17 was $1,011,494 and $1,182,692, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnership and the fund management fee.

Midland Housing LP (Stratford Place Apartments) is a 53-unit, family/elderly property, located in Midland, MI.  In 2005 occupancy averaged 84% and increased to an average of 90% in 2006. Although significant occupancy increases occurred during the second half of 2007, the final average occupancy for the year decreased to 82%. The property continued to operate below breakeven in 2007.  The operating general partner expects operations to stabilize in 2008 and be closer to breakeven.  The new site manager is aggressively addressing the high accounts receivable and accounts payable balances. The mortgage, real estate taxes and insurance payments are current.

GreenAcresLimitedPartnership(GreenAcresEstates)isa4 8unit(20Low-IncomeHousingTaxCreditunits)locatedinWest Bath,Maine.Thepropertyoperatedbelowbreakevenin2007and continuedtooperatebelowbreakeveninthefirstquarterof2008duetovacancyloss.Occupancylevelshavebeendimini shingforthepastcoupleofyears,resultingindecreasedrent alincomeandincreasedaccountspayable.Averageoccupancyin2007was86%andhasdroppedto75%inthefirstquarter of2008.TheclosingoftheBrunswickNavalAirbaseandlackoffundstomakevacantunitsrentreadyhascontributedgreatlytothedecreaseinoccupancy.Theinvestmentgeneralpartneriscurrentlyworkingwiththeoperatinggeneralpartnerto< font size="1" style="font-size:8.0pt;"> paydowntheaccountspayableandhavethevacantunitsupdatedandrentreadyinthesecondquarterof2008.Oncethevacantunitsbecomerentready,management

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feels they will then be able to stabilize occupancy above 90%.  All taxes, insurance, and mortgage payments are current. The operating general partner’s obligation to fund operating deficits is unlimited in time and amount.

Park Place II, Ltd (Park Place Apartments) is a 34-unit property located in Leigh Acres, FL.  In 2007, the property operated with a small deficit due to an average occupancy of 74%. The occupancy at Park Place has historically averaged in the high 90% range.  In the first quarter of 2008 the property operated below breakeven and occupancy averaged 69%. Management has advised that the drop in occupancy is due to an increase in rental rates.  The increase in rental rates was required to cover the additional debt the property had to assume to fix the property after Hurricane Wilma. The property lost a number of long time tenants due to the rental rate increases. Management also stated another cause of the low occupancy is that local single family homes in the area are being rented for similar prices.  Management has increased their marketing efforts and is offering move-in specials to increase traffic. The investment general partner will monitor weekly traffic reports to ensure occupancy improves.  All taxes, insurance and mortgage payments are current and the final year of compliance is 2008.

Palmetto Properties Ltd. (Palmetto Villas) is a 49-unit property located in Palmetto, Florida. The property has historically suffered from low occupancy, high operating expenses and deferred maintenance issues. As a result of poor operations, the replacement reserve account was under-funded. The operating general partner was successful in refinancing the debt and obtaining successive rent increases in 2006 and 2007.  The property operated well through the first three quarters of 2007; however, a sharp decrease in occupancy resulted in deteriorating conditions in the fourth quarter and into the first quarter of 2008.  Occupancy dropped to an average of 71% in the fourth quarter due to evictions for non-payment of rent.  In January 2008 the site manager resigned, and there was no manager in place for four weeks to process applications.  In February 2008, there was a fire at the property which took two units off-line.  The units have not yet been repaired due to delays in Rural Development inspections, and processing the insurance claim.  The units have been an eyesore, and as a result occupancy has dropped to 52% in March 2008.  The management company has been very proactive in the last month, getting the necessary approvals to rebuild the units and work with the new site manager to lease units and improve occupancy.  The investment general partner will continue to monitor this situation closely. The low income housing tax credit compliance period expires in 2008.

Aspen Ridge Apartments (Aspen Ridge Apartments, L.P.) is a 42-unit development located in Omaha, Nebraska.  The property operated with positive cash flow through 1999.  In 2000 the property began operating below breakeven as the result of ineffective management. Operations were further negatively impacted when deferred maintenance was addressed in 2002. The original general partner is still in place and continues to fund the operating deficits.  Over the past seven years, there have been four different management companies retained to manage the property.  This inconsistency contributed to the cash flow problems at the property.  On June 1, 2003, management of the property was transferred to Fieldcrest Management, which is an entity related to the operating general partner. The management company has implemented expense controls and has worked to decrease payables. The property also refinanced the debt at the beginning of September 2005 and was able to pay some expenses from the proceeds of the refinance. Occupancy averaged 96% for 2007 and averaged 93% for the first quarter of 2008. The property operated above breakeven for the year 2007 and has remained above breakeven for the first quarter of 2008.  Significant legal fees were incurred in 2007 as the result of a resident lawsuit. The resident sued the Operating Partnership for discrimination;

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however, the resident was one of several residents who received rent subsidies from the Omaha Housing Authority, referred to as OHA. When management terminated the OHA subsidy contract, the resident, along with the other residents receiving OHA rent subsidies, was offered the opportunity to remain as a resident at the non-subsidized rental rate or to vacate at the end of her lease. The Nebraska Equal Opportunity Commission has reviewed the case and has found no merit in her claim. The Operating Partnership was able to settle the case for $2,000 to cover the resident’s moving expenses and legal fees.

Shawnee Housing Associates Limited Partnership (Villa West South V) is a 52-unit development located in Topeka, KS. Despite an average occupancy of 98%, the property operated below breakeven in 2007. The property operated below breakeven due to high maintenance expenses. To reduce maintenance expenses, management solicits competitive bids from outside contractors and the maintenance staff works to purchase parts and supplies at competitive prices. The property was 96% occupied as of March 2008 and the property operated below breakeven in the first quarter of 2008 due to carpet replacement, snow removal and heating expenses. To offset high operating expenses, a rent increase was implemented in May 2008. Monthly rents increased by $20 per unit, which will increase gross potential revenue by approximately $1,040 per month. Despite an expired guarantee, the operating general partner has a longstanding history of funding operating deficits and continues to fund deficits as necessary. The mortgage, taxes and insurance payments are all current. On December 31, 2007, the 15-year low income housing tax credit compliance period expired.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

In December 2006, the investment general partner of Boston Capital Tax Credit Fund II – Series 14, Series 17 and Boston Capital Tax Credit Fund IV – Series 20 transferred 33% of their interest in College Greene Rental Associates Limited Partnership to entities affiliated with the operating general partners for their assumption of one third of the outstanding mortgage balance.  The cash proceeds received by Series 14, Series 17, and Series 20 were $25,740, $7,919, and $65,341, respectively. Of the proceeds received, $1,950, $599, and $4,951 for Series 14, Series 17, and Series 20, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds received by Series 14, Series 17, and Series 20 of $23,790, $7,320 and $60,390, respectively, were applied against the investment general partner’s investment in the operating partnership in accordance with the equity method of accounting.  The remaining 67% investment limited partner interest is anticipated to be transferred as follows: 50% in January 2010 for $150,000 and 17% in February 2011 for $51,000.  The future proceeds will be allocated to the investment limited partnerships based on their original equity investments in the Operating Partnership.

Annadale Housing Partners (King’s View Apartments) is a 222-apartment property in Fresno, CA.  The property operated above breakeven in 2006 as a result of being funded primarily with soft debt.  Operating expenses were slightly higher than state averages but not of serious concern.  The main issue at Annadale is low occupancy.  Occupancy continued to suffer in 2007, averaging 82% in the fourth quarter. King’s View Apartments is located in one of the most violent gang and high crime areas in the city of Fresno, and crime has increased substantially in the past two years.  Management spends $11,500 per month on average for private security.  The operating general partner estimates that in reality the site requires $30,000-$60,000 per month in private security to effectively secure the property.  Management has been working closely with the police department, which has diverted resources from other areas of the city to the King’s View neighborhood in the past few

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months.  This has made a positive impact on the area but the operating general partner is doubtful that the impact will be long lasting.  As a result of the substantial, visible crime in the area, management has had extreme difficulty in finding and maintaining quality tenants and numerous tenants have moved out of the area.  Management continues to work with police, the City of Fresno, and the Housing Development Departments for additional support. The investment limited partner will continue to monitor occupancy and management efforts.

Cypress Point LP (Luarel Ridge Apartments) is a 78-unit property, located in Naples, FL. Due to local economic conditions, occupancy has steadily decreased from its average of near 100% to a 2007 average of 90%, and below breakeven operations for the year.  As new construction has halted in the Naples area, many construction employees and laborers have left the area for construction jobs in other areas of the country.  As construction employees made up a significant and regular portion of its tenant base, the property has been negatively affected and has had difficulty offsetting this loss with another target market.  In 2008, aggressive management and marketing strategies have allowed the property to improve its performance significantly.  As of May 2008, the property was 100% occupied.  Management was able to achieve this through re-directing their marketing approaches and increasing referral amounts.  The investment general partner will continue to monitor operations to ensure occupancy has stabilized.  The mortgage, real estate taxes and insurance payments are current.

In July 2008, the investment general partner entered into an agreement to transfer its interest in Caneyville Properties, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $453,459 and cash proceeds to the investment limited partner of $18,400.  Of the total proceeds anticipated to be received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $13,400 will be returned to cash reserves held by Series 17.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In July 2008, the investment general partner entered into an agreement to transfer its interest in Cloverport Properties, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $713,558 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds anticipated to be received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 will be returned to cash reserves held by Series 17.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

(Series 18).  As of March 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had a total of 34 properties at March 31, 2008, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2007 and 2006, the series, in total, generated $2,236,378 and $1,676,052, respectively, in passive income tax

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losses that were passed through to the investors and also provided $3.71 and $0.00, respectively, in tax credits per BAC to the investors.  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

As of March 31, 2008 and 2007, Investments in Operating Partnerships for Series 18 was $0 and $92,946, respectively.  Investments in Operating Partnerships were affected by the way the Fund accounts for these 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 March 31, 2008 and 2007, the net loss for series 18 was $533,939 and $1,009,403, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnership and the fund management fee.

Natchitoches Elderly Apartments LP (Natchitoches Seniors Apartments) is a 32-unit property located in Natchitoches, Louisiana.  The property operated below breakeven in 2007 due to declining occupancy.  Occupancy reached 100% in February 2007; however, it steadily declined to 63% by December 2007, the lowest since construction completion in December 1994.  The decline in occupancy is directly attributed to a rental rate increase of about $50 per unit.  The new rates were effective July 2007 for new move-ins or upon lease renewal.  The resident base is comprised of elderly residents that cannot afford even the slightest increase which is what led to a 12% decline from the 2006 average.  Additionally, the increased vacancy resulted in higher operating expenses as costs associated with evictions and turnovers were incurred.  Additionally, since the property was completed in 1994, deferred maintenance items exist at the site.  During the first quarter of 2008, occupancy continued to decline, averaging only 58%.  The operating general partner is adamant that current rents remain inadequate to cover normal operating expenses and the needed site improvements.  However, management is having difficulty finding qualified elderly applicants that can afford these rents.  The investment general partner will continue to monitor operations and occupancy closely.  The operating general partner is funding all deficits as needed.  All real estate tax, mortgage, and insurance payments are current.

Westminster Meadow L.D.H.A. LP (Westminster Meadow Apartments) is a 64-unit (63 LIHTC, 1 Market) property located in Grand Rapids, MI. In 2007, average physical occupancy was 93% and the property was operating below breakeven. The operating deficit was due to high maintenance expenses associated with making apartments rent ready. However, maintenance expenses are anticipated to decrease by 40% which will allow the property to operate above breakeven. In the first quarter 2008, occupancy continues to be strong. As of March 2008, this property was 100% occupied and able to breakeven. The mortgage, taxes, insurance and payables are current. The operating general partner continues to fund all operating deficits.

Glen Place Apartments (Glen Place Apartments)is a 35-unit family development located in Duluth, MN. The property operated with an average occupancy of 95% in 2007. Average occupancy through March 2008 has been consistent with the prior year average at 94%. 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. The management agent continues to market the available units by working closely

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with the housing authority and continuing various marketing efforts to attract qualified residents.  The operating general partner continues to financially support the partnership. The operating general partner’s operating deficit guarantee is unlimited in time and amount. 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.  In 2007, occupancy averaged 79% and the property operated slightly below breakeven due to low occupancy caused by ineffective management. There is no hard debt associated with this partnership’s financing. The property continued to operate below breakeven in the first quarter of 2008; however, occupancy did improve. Occupancy was at 84% as of March 2008. According to the City of Boston, real estate tax payments have been made on all of the six parcels; however, only one parcel is current. The total amount outstanding, including interest and fees as of April 10, 2008 is $15,192. According to the Boston Water and Sewer Department, water and sewer payments are delinquent on all but one of the five accounts. The last payment on each account was made in February 2008. The total due by April 1, 2008 on all five accounts is $30,064. The investment general partner continues to monitor this partnership closely to ensure that taxes, water and sewer bills are paid. To improve occupancy, management continues to work with the Boston Housing Authority to improve applicant processing and move-in timeframes. The Boston Housing Authority’s certification and recertification process is very slow and results in large tenant and subsidy receivables from retroactive rent changes. The investment general partner will continue to monitor this partnership 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 located in Naples, Florida.  The management company is a related entity to the operating general partner.  In 2007, occupancy averaged 83% and, as a result, the property operated slightly below breakeven.  The property continued to operate below breakeven in the first quarter of 2008 as occupancy remained low, averaging 83%.  The drop in occupancy is due to the addition of new tax credit properties in the market. To increase traffic and boost occupancy, the operating general partner has hired a third party professional leasing agent. The leasing agent has a thorough understanding of the local market and strong connections with the local housing authority. The leasing agent is working with management to develop a comprehensive marketing and outreach program. The investment general partner will continue to monitor operations and work with the management company to help improve occupancy. All tax, insurance, and mortgage payments are current.

Chelsea Square Development Limited Partnership (Chelsea Square Apartments) is a 6-unit property located in Chelsea, Massachusetts. In 2007, the occupancy averaged 100% and the property maintained 100% occupancy. In the first quarter of 2008 the property continues to operate above breakeven. Historically, this partnership has had issues regarding timely payment of tax and water/sewer bills. The City of Chelsea has confirmed that all payments are current for real estate taxes, water, and sewer.  The next real estate tax payment is due on May 1, 2008 and the next water and sewer payment is due on April 29, 2008. The operating general partner’s operating deficit guarantee is unlimited as to time and amount.  The mortgage and insurance payments are current.

Parvin’s L.P. (Parvin’s Branch Townhouses) is a 24-unit family property located in Vineland, New Jersey. Tax credit delivery began in 1993 and continued through 2003. This property experienced a significant drop in occupancy in 2006, averaging 89% compared to 98% in 2005. This occupancy decline was due to

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management’s difficulty in finding qualified residents.  In 2007, the operating general partner received preliminary approval to convert three units set aside for the homeless into Section 8 housing.  This has helped to improve occupancy levels, which averaged 96% during the third and fourth quarter of 2007.  Although the property incurred a significant cash deficit in 2007, the shortfall decreased by 36% in comparison to 2006. The operating general partner continues to fund operating deficits as needed.  The real estate taxes, mortgage, and insurance payments are all current.

Preston Wood Associates, LP is a 62-unit property located in Bentonville, Arkansas. Average occupancy was 75% for 2007 and the property continued to operate below breakeven. In 2006 a $270,000 rehabilition was completed in an effort to make the units more marketable. The improvements were funded entirely by the operating general partner. The operating general partner believes that Bentonville is a growing community and making the improvements to the property will increase occupancy and improve operations; however, performance continued to struggle after the completion of the project. January and February 2008 occupancy was 45% and 52%, respectively. At the end of 2007, the general partner dismissed the management company and replaced the on-site manager. The property is currently being owner managed. According to the operating general partner, the focus in early 2008 has been on improving collections, and they have been successful in reducing the tenant receivables. In 2007, a portion of the parking lot was sold to the Arkansas State Highway Commission to be used for highway construction purposes.  A new ramp is being built by the property and the road is being expanded to accommodate the increase in traffic.  The operating general partner anticipates this should improve occupancy significantly as the property will have an advantagous location next to the highway for commuters and will also increase site visibility.  The operating general partner anticipates occupancy should begin to improve and reach near 90% by August 2008. The investment general partner will continue to monitor occupancy and operations to ensure that performance picks up. In addition, a site visit is scheduled for the first half of 2008.  The operating general partner continues to fund all operating deficits. The mortgage, accounts payable, property taxes, and insurance are all current.

Humboldt I, LP (Briarwood Apartments)is a 20-unit property located in Humboldt, IA.  The property operated below breakeven in 2005 and 2006 due to low occupancy, 82% in 2005 and 89% in 2006, and high maintenance expenses related to resident turnover. In order to fund the operating deficits, reserves were not funded to the required levels.  Historical and ongoing challenges cited by management include competition for one-bedroom units from a neighboring senior development, past problem tenants that required eviction, difficulty attracting quality tenants, and the poor state of the local economy.  Forty percent of the apartments at the property are one bedroom units and, historically, these have been the most difficult to fill.  Management targets seniors for one-bedroom units through outreach with various housing programs.  Management relies heavily on word of mouth and the local housing authority for rental traffic but also runs an advertisement for the property in a free weekly advertiser that is distributed throughout town.  In addition, management obtained approval to offer a rental incentive of a gas card or grocery card for new tenants starting in the first quarter of 2007.  These efforts, as well as an increased focus on quick application turnaround, have increased traffic and occupancy at the property.  Occupancy was 90% in March 2008 and averaged 88% for the first quarter of 2008.  The property operated slightly below breakeven in 2007.  Management anticipates the partnership to operate above breakeven and the replacement reserve to be fully funded by year end 2008. In March 2007, the investment limited partner negotiated the transfer of the operating general partner interest to National Affordable Housing Foundation, a local company with a good working

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relationship with Rural Development. As part of this transaction, the Foundation originally agreed to obtain a conventional loan to replace two roofs at the property that have had problems with loose shingles, reface kitchen and bathroom cabinets in ten units, and remove and replace parking lot concrete.  As of the first quarter 2008, the Foundation obtained Rural Development rental rate increase approval that will allow them to make larger replacement reserve deposits going forward instead of taking on additional debt. These larger deposits will be used to fund Rural Development approved capital needs.  The capital needs assessment includes replacement of two roofs, concrete work and cabinetry repairs, all to be completed by year end 2008.  The investment limited partner will work closely with the operating general partner to monitor the capital improvements, funding of the replacement reserve, and ensure operational stabilization.

MarengoParkApartmentsLP(MarengoParkApartments)isa24 - -unitpropertylocatedinMarengoPark,IA.Thepropertyoperatedabovebreakevenin2005.Adeclineinoccupancythatbeganinthefourthquarterof2005andcontinuedinto2006toalowof58%resultedinanoperatingdeficitatyearend2006.Asaresultoflowoccupancy,thepropertywasunabletomaketheSeptember2006taxpayment.Thelargedecreaseinoccupancywastheresultofalackofoversightbymanagement.Managementhadbeenveryslowtoevictproblemtenantsattheproperty.Asaresult,thepolicewerecalledtothesitefrequentlyandovertimeMarengoParkdevelopedapoorreputationinthecommunity.Inaddition,anAugust2006inspectionbyRuralDevelopmentshowednumerousdeficienciesinthenineunitsthatwerevacantatthetime.Inthefirstquarterof2007,theinvestmentgeneralpartnernegotiatedthetransferoftheoperatinggeneralpartnerinteresttoNationalAffordableHousingFoundation,alocalcompanywithagoodworkingrelationshipwithRuralDevelopment.Thetransferoccurred< /font>onMarch30,2007.Upontransfer,theFoundationpaidthe< /font>outstandingSeptember2006taxbillaswellastheMarch 2007taxbill.Afterseveralyearsofunsuccessfulsitemanageme nt,anewsitemanagerwashiredinJune2007andshehashadanimmediateimpactontheproperty.ThesitemanagerissplittinghertimebetweenMarengoParkandthe84-unitseniorpropertyacrossthestreet.Thesitemanagerfrequentlywalksthesiteandisalwaysavailabletomeetwithprospectiveresidents.NationalManagementnegotiatedanagreementwitht heownersoftheseniorproperty,andMarengoHousingtransformedaportionofcommonspaceatthatpropertyintoanofficetobeusedforbothproperties.Thiswascompletedin October2007.Withthehelpofanon-sitelocationand normalofficehours,managementhasbeenabletoofferassistance onapplications,providequickapplicationturnaround,offerpropertytours,andalsotrackundesirabletenantsandmakepromptevictionswhennecessary.Management’sfocusonquickapplicationturnaroundandfollow-upresultedinanincreaseinoccupancyto88%asoftheendofthefourthquarter2007;however,duetotheevictionoffournon-payingresidentsinthefirstquarterof2008,occupancyaveraged76%forthequarter.Withimprovedoperations,thepropertywasabletofundtheSeptember2007andMarch2008taxpaymentsthroughoperations.Currentmarketingeffortsincludeadvertisinginalocalnewspaper,distributingflyers,contactinglocalemployers,andofferingagascardorgrocerycardtonewtenants.Theinvestmentgeneralpartnerwillworkcloselywiththe newoperatinggeneralpartnertomonitorthepropertyuntiloccupancyimprovesandoperationsstabilizebackabovebreakeven.

Rio Grande Apartments, LTD (Rio Grande Apartments) is a 100-unit property located in Eagle Pass, TX.  The property has experienced a drop in occupancy since September 2006.  A hailstorm hit the property causing significant roof damage, resulting in leaks in approximately twenty of the units, making them uninhabitable.  The repair work progressed much slower than was originally anticipated and was completed in early May 2007.  Since units were offline

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during repairs, occupancy averaged 80% during the first quarter of 2007 and the property operated below breakeven for the year.  Occupancy increased to 95% in the third quarter and maintained at 100% in the fourth quarter 2007 and first quarter 2008. The investment general partner will continue to monitor operations to ensure stabilization.  All taxes, insurance and mortgage payments are current.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Richmond Manor, L.P. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $989,268 and anticipated cash proceeds to the investment partnership of $38,520.  The transaction is anticipated to close in January 2009.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $33,520 is anticipated to be returned to cash reserves held by Series 18.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In May 2008, the investment general partner entered into an agreement to transfer its interest in Troy Estates, L.P. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $657,793 and anticipated cash proceeds to the investment partnership of $25,680.  The transaction is anticipated to close in January 2009.  Of the total proceeds anticipated to be received, it is anticipated that $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 is anticipated to be returned to cash reserves held by Series 18.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

(Series 19).  As of March 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had a total of 26 properties at March 31, 2008, all of which were at 100% Qualified Occupancy.

For the tax year ended December 31, 2007 and 2006, the series, in total, generated $2,133,916 and $2,174,908, respectively, in passive income tax losses that were passed through to the investors and also provided $0.00 and $0.02, respectively, in tax credits per BAC to the investors. 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.

As of March 31, 2008 and 2007, Investments in Operating Partnerships for Series 19 was $193,683 and $550,310, respectively.  Investments in Operating Partnerships are affected by the way the Fund accounts for these 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.

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For the years ended March 31, 2008 and 2007, the net loss for series 19 was $814,345 and $2,010,656, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnerships and the fund management fee.

Ankeny Housing Associates Two L.P, (Delaware Crossing Apartments) is a 152-unit property located in Ankeny, Iowa. In 2007, occupancy averaged 93% and the property operated below breakeven, due to high utility, tax, and insurance expenses. In addition, high water and seasonal heating expenses have contributed to below breakeven operations. As of March 2008, the property was 95% occupied but the property continued to operate below breakeven due to high operating expenses. Since occupancy is strong, the investment general partner suggested that management implement a rent increase to offset high operating expenses. The investment general partner will continue to work with the operating general partner to monitor expense levels.  Despite an expired guarantee, the operating general partner has a longstanding history of funding operating deficits and continues to fund deficits as necessary. All tax, mortgage, and insurance payments are current. On December 31, 2009, the 15-year low income housing tax credit compliance period will expire.

Hebbronville Apartments, Ltd. (Hebbronville Senior) is a 20-unit property located in Hebbronville, Texas.  In 2007, the property operated with a cash flow deficit due to insufficient rental rates, which could not support normal operating expenses.  The last rent increase approved by Rural Development was implemented in the first quarter of 2006, but was less than half of the identified need.  In 2007, the operating general partner continued to work with Rural Development in an effort to gain approval for another increase, but no increase was granted.  During 2007, occupancy remained strong averaging 97%, but the rental rates remained inadequate to generate enough revenue to support normal operating expenses.  Rural Development approved a rent increase of approximately $30 per unit effective January 1, 2008 for new move-ins or upon lease renewal.  This increase is expected to significantly improve operations in 2008.  During the first quarter 2008, occupancy averages 100% and operations appear to be improving as more revenue is generated to support the operating expenses.  The operating general partner continues to fund all deficits as needed.  The investment general partner will continue to monitor the partnership’s operations closely.  All real estate tax, mortgage, and insurance payments are current.  On December 31, 2008, the 15-year low income housing tax credit compliance period will expire.

Martindale Apartments, Ltd. (Martindale Apartments) is a 24-unit property located in Martindale, Texas.  Rental rate increases were implemented in 2006 and 2007, yet the rents were still inadequate to cover normal operating expenses.  Rural Development approved another increase of approximately $15 per unit effective January 1, 2008 for new move-ins or upon lease renewal.  Although the increased rents will generate more revenue, it is much less than the requested increase of $60 per unit.  During 2007, occupancy fluctuated from 83% to 96% and averaging 91% for the year.  The vacancies were due to the raised rents, as well as evictions.  Unit and curb appeal improvements were ongoing throughout 2007.  During the last quarter 2007, occupancy began to rebound as each vacant unit was evaluated and updated as necessary. The manager is adamant that the improvements are necessary to obtain and maintain a better resident base.  During the first quarter of 2008, occupancy has increased to average 92%.  The operating general partner is hopeful that the approved rent increase and site improvements will improve operations in 2008. The operating general partner is funding all deficits as needed.  The investment general partner will continue to monitor the property’s improvements, occupancy and operations.  All tax, mortgage, and insurance payments are current.  On December 31, 2008, the 15-year low income housing tax credit compliance period will expire.

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Carrollton Villa, L.P. (Meadow Ridge Apartments) located in Carrollton, Missouri, has historically operated below breakeven due to low rent levels.  Occupancy at the property averaged 88% in 2006, and 98% in 2007.  The average occupancy for the first quarter of 2008 is 99%.  In an effort to improve occupancy, the property offered one-month free rent for new residents as well as one-month free rent for resident referrals.  Management expanded their outreach and advertising to attract potential residents from bordering communities.  As a result, occupancy improved significantly.  Despite strong occupancy, the property continues to operate below breakeven through the first quarter of 2008 due to the low rent levels that are not sufficient to cover operating expenses.  The property received a grant of $40,000 from the State to enable the property to reduce the rents for the residents but not lose any income.  Upon transfer of the operating general partner interests in 2004, the mortgage became a cash flow only mortgage, which has helped to significantly reduce its operating deficits.  The second mortgage is due in November 2008 and debt service payments for the first mortgage will begin December 1, 2008. The operating general partner has contacted the lender about extending the payment dates until after the end of the tax credit compliance in 2009, and is awaiting a response.  The taxes, mortgage and insurance are all current.

Forest Associates Limited (Sharon Apartments) is a 24-unit apartment complex for families located in Forest, OH. The property has suffered low occupancy due to poor management.  A new management company started in early 2006.  The property improved in 2007 with an average occupancy of 87%.  The management company is working to make all vacant units market ready and is networking with local businesses to attract income qualified applicants.  The first quarter of 2008 showed signs of improvement increasing to 89% from 83% in the fourth quarter of 2007.  Further improvements are still needed as the property is operating below breakeven. The operating general partner passed away in the second quarter of 2007 and his widow is now the operating general partner.  Their grandson is assuming the day-to-day operations of the partnership but communication has been intermittent and calls have gone unanswered.  The investment general partner will continue to follow up with the operating general partner until all communication issues are resolved.  The low income housing tax credit compliance period expires in 2009.

Jeremy Associates, LP (Coopers Crossing Apartments) is a 93-unit family development located in Las Colinas, Texas.  Average occupancy for 2007 was 90%, down 6% from the 2006 average occupancy.  Through the first quarter of 2008, average occupancy is 93%, and has steadily increased each month to reach 95% as of March 2008.  The reason for the decline in performance in 2007 was due to having to relocate tenants out of an entire building for structural repairs.  In 2003 an engineer’s report identified foundation and stress cracks in a number of buildings on site.  The total cost of the project was estimated at $320,000; however, there were additional repairs required due to plumbing breaks as the foundations were being repaired, resulting in a total project cost of $360,000. The construction repairs were funded by a capital contribution from the operating general partner, and the project was completed in November of 2007 and all units have been brought back on line.  In efforts to market the units, management reduced the move-in deposit and has been networking with local employers.  The investment general partner inspected the project after completion of the repairs and found that all foundation repairs have been addressed and the overall property is in very good physical condition, as all structural repairs have been addressed and operations are improving to pre-project levels.  The mortgage, trade payables, property taxes and insurance are current.

Munford Village, Ltd. (Munford Village) is a 24-unit family project in Munford, AL.   Occupancy increased to 97% in 2007 but the property still

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operated below breakeven.  Occupancy has averaged 92% through the first quarter of 2008. Leasing concessions have been eliminated completely at the moment.  Management has implemented more stringent credit and criminal background checks on prospective tenants in an effort to minimize delinquency. Low rent levels and turnover costs are the primary reasons for the 2007 cash deficit. The property’s mortgage is current and the replacement reserve is adequately funded.  The tax and insurance escrow accounts remain under-funded and will consequently rely on reserves, which are ample.  The operating deficit is being funded with a cash overdraft, which is currently $39,000.  The bank allows an overdraft in an unlimited amount and for an unlimited period without interest charges.  The operating deficit guarantee is unlimited in time and amount. The property’s low income housing tax credit compliance period expires in 2009.

Sherwood Knoll L.P. (Sherwood Knoll Apartments) is a 24-unit project located in Rainsville, Alabama.  The 2007 occupancy average was 99% and operating expenses decreased from 2006; however, the property continued to operate below breakeven. Through the first quarter of 2008, occupancy is 100%. The current rent levels do not allow enough revenue to cover operating expenses.  The operating deficit is being funded with a cash overdraft that is currently $10,120.  The replacement reserve is adequately funded.  The investment general partner will continue to work with the operating general partner to find ways to improve operations and position the property to operate back above breakeven status.  The operating deficit guarantee is unlimited in time and amount. The low income housing tax credit compliance period for the property ends in 2009.

Tanglewood Park (Willowood Park, LP) is a 130-unit family development located in Lawrenceville, Georgia, approximately twenty-six miles from downtown Atlanta.  Over the past few years, occupancy has suffered from the over-development of the Georgia market, but began to increase in the third and fourth quarters of 2007.  However, the low occupancy in the beginning of the year and increased security and administrative expenses resulted in below breakeven operations.  Through the first quarter of 2008, occupancy averaged 97% and operations resulted in a small deficit due to high operating expenses. To date, the operating general partner has advanced $238,600 in operating deficit funding.  The mortgage, taxes and insurance payments are current.  The low income housing tax credit compliance period expires in 2008.

In February 2008, the investment general partner of Community Dynamics – Plano, Ltd. approved an agreement to sell the property and the transaction is anticipated to close in July 2008.   The anticipated sales price for the property is $11,500,000, which includes the outstanding mortgage balance of approximately $6,381,560 and cash proceeds to the investment limited partner of $2,078,576.  Of the total proceeds anticipated to be received, $120,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipated that $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $1,943,576 is anticipated to be returned to cash reserves held by Series 19.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In February 2008, the investment general partner of Community Dynamics – Fort Worth, Ltd. approved an agreement to sell the property and the transaction is

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anticipated to close in July 2008.   The anticipated sales price for the property is $11,500,000, which includes the outstanding mortgage balance of approximately $5,087,038 and cash proceeds to the investment limited partners of $3,986,185.  Of the total proceeds anticipated to be received, $25,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipated that $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $3,946,185 is anticipated to be returned to cash reserves held by Series 19.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

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Contractual Obligations

Not Applicable

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 Fund to make various estimates and assumptions.  A summary of significant accounting policies is provided in Note A to the financial statements.  The following section is a summary of some aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Fund’s financial condition and results of operations.  The Fund 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 Fund is required to assess potential impairments to its long-lived assets, which is primarily investments in limited partnerships.  The Fund accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Fund does not control the operations of the Operating Partnership.

If the book value of the Fund’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 Fund and the estimated residual value to the Fund, the Fund reduces its investment in the Operating Partnership and includes the reduction in equity in loss of investment of limited partnerships.

As of March 31, 2004, the Fund 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 Partnerships in which the Fund invests meet the definition of a VIE.  However, management does not consolidate the Fund’s interests in these VIEs under FIN 46R, as it is not considered to be the primary beneficiary.  The Fund currently records the amount of its investment in these partnerships as an asset on its balance sheet, recognizes its share of partnership income or losses in the statement of operations, and discloses how it accounts for material types of these investments in its financial statements.

The Fund’s balance in investment in Operating Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss.  The Fund’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.

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Recent Accounting Changes

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (SFAS) No. 157, “Fair Value Measurements,” (SFAS 157), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions, which for the Fund is April 1, 2008.  In December 2007, the FASB delayed the implementation of SFAS 157 as it pertains to non-financial assets and liabilities for fiscal years beginning after November 15, 2008, which for the Fund is April 1, 2009. The Fund is currently evaluating the potential impact of the adoption of SFAS 157 on its financial statements.

In February 2007 the FASB issued SFAS 159 “The Fair Value Option for Financial Assets and Financial Liabilities.”  SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value.  The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  The Fund does not expect to elect the fair value option.

On December 4, 2007, the FASB issued Statement No. 141R, “Business Combinations” (“SFAS 141 R”).  This statement changes the accounting for acquisitions specifically eliminating the step acquisition model, changing the recognition of contingent consideration from being recognized when it is probable to being recognized at the time of acquisition, and disallowing the capitalization of transaction costs and delays when restructurings related to acquisitions can be recognized.  The standard is effective for fiscal years ending after December 15, 2008.  The Fund is currently evaluating the impact of the adoption of SFAS 141 R on its financial statements.  However, the Fund does not expect SFAS 141R to have a material impact on the Fund’s statement of operations or financial position.

On December 4, 2007, the FASB issued statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 replaces the concept of minority interest with noncontrolling interests in subsidiaries.  Noncontrolling interests will now be reported as a component of equity in the consolidated statement of financial position.  Earnings attributable to noncontrolling interests will continue to be reported as a part of consolidated earnings; however, SFAS 160 requires that income attributable to both controlling and noncontrolling interests be presented separately on the face of the consolidated income statement.  In addition, SFAS 160 provides that when losses attributable to noncontrolling interests exceed the noncontrolling interest’s basis, losses continue to be attributed to the noncontrolling interest as opposed to being absorbed by the consolidating entity.  SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests.  All other requirements of SFAS 160 shall be applied prospectively. SFAS 160 is effective for the first annual reporting period beginning on or after December 15, 2008. However, the Fund does not expect SFAS 160 to have a material impact on the Fund’s financial statements.

59

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

60

Item 9a.Controls & Procedures

(a)Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, the Fund’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 Fund’s periodic SEC filings.

(b)Management’s Annual Report on Internal Control over Financial Reporting Management of the Fund is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Fund’s internal control system over financial reporting is designed to provide reasonable assurance to the Fund’s management regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

Due to inherent limitations, an internal control system over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

The Fund’s general partner, under the supervision and with the participation of the Principal Executive Officer and Principal Financial Officer of Boston Capital Associates III LP, assessed the effectiveness of the Fund’s internal controls and procedures over financial reporting as of March 31, 2008. In making this assessment, the Fund’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on this assessment, management believes that, as of March 31, 2008, the Fund’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Fund’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Fund to provide only management’s report in this annual report.

(c)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, 2008 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

61

PART III

Item 10.Directors, Executive Officers and Corporate Governance

(a), (b), (c), (d) and (e)

The Fund 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 Fund’s affairs.

John P. Manning, age 59, is co-founder, and since 1974 has been the President and Chief Executive Officer, of Boston Capital Corporation. As co-founder and 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 is 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, it is under the common control of Mr. Manning.

Jeffrey H. Goldstein, age 46, 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

62

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 61, 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 44, 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 Corporation, its affiliated entities and all Boston Capital Corporation 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 Corporation’s information and technology areas, including the strategic planning for Boston Capital Corporation and its affiliaties. Prior to joining Boston Capital Corporation 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.

63

(f)	Involvement in certain legal proceedings.
	None.
(g)	Promoters and control persons.
	None.
(h) and (i)	The Fund 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 Fund, Boston Capital Associates III 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 and no compensation committee.  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 2008 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, 2008 was $2,073,124.

2.The Fund has reimbursed an affiliate of the general partner a total of $112,535 for amounts charged to operations during the year ended March 31, 2008.  The reimbursement includes postage, printing, travel, and overhead allocations.

64

Item 12.Security Ownership of Certain Beneficial Owners and Management

(a)Security ownership of certain beneficial owners.

As of March 31, 2008, 21,996,102 BACs had been issued. The following Series are known to have one investor, Everest Housing, 199 South Los Robles Ave. Suite 200, Pasadena, CA 91101, with holdings in excess of 5% of the total outstanding BACs in the series.

Series	% of BACs held
Series 15	8.24	%
Series 16	10.23	%
Series 17	9.71	%
Series 18	9.32	%
Series 19	9.01	%

(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 Fund.  There is a provision in the Fund’s 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 and Director Independence.

(a)Transactions with related persons.

The Fund has no officers or directors.  However, under the terms of the 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 Fund if there is cash available for distribution or residual proceeds as defined in the Partnership Agreement.  The amounts and kinds of compensation and fees are described in 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, 2008.

(b)Review, Approval or Ratification of transactions with related persons.

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

(c)Transactions with Promoters and certain control persons.  Not applicable.

(d)Independence. The Fund has no directors.

65

Item 14.Principal Accounting Fees and Services

Fees paid to the Fund’s independent auditors for fiscal year 2008 were comprised of the following

Fee Type	Ser. 15		Ser. 16		Ser. 17		Ser. 18		Ser. 19
Audit Fees	$	34,199	$	34,469	$	28,219	$	22,759	$	19,869
Audit Related Fees	1,250		1,000		2,000		1,250		1,750
Tax Fees	14,925		13,975		11,125		8,845		7,325
All Other Fees	—		—		—		—		—
Total	$	50,374	$	49,444	$	41,344	$	32,854	$	28,944

Fees paid to the Fund’s independent auditors for fiscal year 2007 were comprised of the following

Fee Type	Ser. 15		Ser. 16		Ser. 17		Ser. 18		Ser. 19
Audit Fees	$	32,850	$	33,110	$	27,100	$	21,850	$	19,070
Audit Related Fees	1,250		1,000		1,500		1,250		1,000
Tax Fees	14,510		14,140		11,000		8,590		7,110
All Other Fees	—		—		—		—		—
Total	$	48,610	$	48,250	$	39,600	$	31,690	$	27,180

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 and Financial Statement Schedules

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

Balance Sheets, March 31, 2008 and 2007

Statements of Operations for the years ended March 31,2008 and 2007.

Statements of Changes in Partners’ Capital for the years ended March 31, 2008 and 2007.

66

Statements of Cash Flows for the years ended March 31, 2008 and 2007.

Notes to Financial Statements March 31, 2008 and 2007

Sable Chase of McDonough, L.P.

Filed Herein as Exhibit 99.1

Independent Auditors’ Report

Balance Sheets, December 31, 2007 and 2006

Statements of Operations, Years ended December 31, 2007 and 2006

Statements of Cash Flow, Years ended December 31, 2007 and 2006

Statements of Changes in Partners’ Capital, Years ended December 31, 2007 and 2006

Notes to Financial Statements, Years ended December 31, 2007 and 2006

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

(b) 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.	BeneficialAssigneeCertificate.(IncorporatedbyreferencefromExhibit10AtotheFund’sRegistrationStatementNo.33-42999onFormS-11 < /font>asfiledwiththeSecuritiesandExchangeCommissiononSeptember26,1991.)
Exhibit No. 13 - Financial Statements.
a.	Financial Statement of Boston Capital Tax Credit Fund III L.P., filed herein

67

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).

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.AgreementofLimitedPartnershipofPalmettoProperties(IncorporatedbyreferencefromRegistrant’scurrentreportonForm8-KasfiledwiththeSecuritiesandExchangeCommissiononJune16,1994).

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).

68

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).

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 Limited Partnership (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.AgreementofLimitedPartnershipofClintonEstates,L.P.(IncorporatedbyreferencefromRegistrant’scurrentreportonForm8-KasfiledwiththeSecuritiesandExchangeCommissiononFebruary1,1995.)

69

Exhibit No. 23 Consents of experts and counsel.

Independent Auditor’s Reports for Operating Partnerships, filed herein.

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

70

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.,
Date:		General Partner
July 14, 2008	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, 2008	/s/ John P. Manning	Director, President
		(Principal Executive
	John P. Manning	Officer) C&M Management
		Inc.; Director,
		President (Principal
		Executive Officer)
		BCTC III Assignor Corp.
DATE:	SIGNATURE:	TITLE:
July 14, 2008	/s/ Marc N. Teal	Chief Financial Officer
		(Principal Financial
	Marc N. Teal	and Accounting Officer)
		C&M Management Inc.;
		Chief Financial Officer
		(Principal Financial
		and Accounting Officer)
		BCTC III Assignor Corp.

71

EX-13

Exhibit 13

FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT

BOSTON CAPITAL TAX CREDIT FUND III L.P. -

SERIES 15 THROUGH SERIES 19

MARCH 31, 2008 AND 2007

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

March 31, 2008 and 2007

TABLE OF CONTENTS

		PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-3
FINANCIAL STATEMENTS
	BALANCE SHEETS	F-5
	STATEMENTS OF OPERATIONS	F-11
	STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)	F-17
	STATEMENTS OF CASH FLOWS	F-23
	NOTES TO FINANCIAL STATEMENTS	F-29

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Boston Capital Tax Credit Fund III, L.P.

We have audited the accompanying balance sheets of Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19, in total and for each series, as of March 31, 2008 and 2007, and the related statements of operations, changes in partners’ capital and cash flows for the total partnership and for each of the series for each of the years in the two-year period ended March 31, 2008.  These financial statements are the responsibility of the partnership’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.  We did not audit the financial statements of certain operating limited partnerships which investments represent $232,003 and $728,741 of the total partnership assets as of March 31, 2008 and 2007, respectively, and $(808,242) and $(593,912), of the total partnership loss for the years ended March 31, 2008 and 2007, respectively; of the assets for Series 15 as of March 31, 2008 and 2007, $201,333 and $289,968, respectively, and of the loss for Series 15 for the years ended March 31, 2008 and 2007, $(88,635) and $(117,013), respectively; of the assets for Series 16 as of March 31, 2008 and 2007, $0 and $0, respectively, and of the loss for Series 16 for the years ended March 31, 2008 and 2007, $(551,518) and $0, respectively; of the assets for Series 17 as of March 31, 2008 and 2007, $0 and $240,014 , respectively, and of the loss for Series 17 for the years ended March 31, 2008 and 2007, $0 and $(202,389), respectively; of the assets for Series 18 as of March 31, 2008 and 2007, $0 and $22,873 , respectively, and of the loss for Series 18 for the years ended March 31, 2008 and 2007, $(22,873) and $(120,600), respectively; and of the assets for Series 19 as of March 31, 2008 and 2007, $30,670 and $175,886, respectively, and of the loss for Series 19 for the years ended March 31, 2008 and 2007, $(145,216) and $(153,510), respectively.  Those statements were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to those operating limited partnerships, is based solely on the reports of the other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.

F-3

In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19, in total and for each series, as of March 31, 2008 and 2007, and the results of its operations and its cash flows for the total partnership and for each of the series for each of the years in the two-year period ended March 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.

REZNICK GROUP, P.C.

Bethesda, Maryland

July 14, 2008

F-4

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS

March 31, 2008 and 2007

	Total
	2008			2007
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	1,661,004		$	3,419,039
OTHER ASSETS
Cash and cash equivalents	775,079			1,947,702
Deferred acquisition costs, net of accumulated amortization	756,674			809,059
Other assets	63,707			56,367
	$	3,256,464		$	6,232,167
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	18,050		$	1,145
Accounts payable - affiliates	26,335,867			25,148,800
Capital contributions payable	158,311			162,519
	26,512,228			25,312,464
PARTNERS’ CAPITAL (DEFICIT)
Assignor limited partner
Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BAC), $10 stated value per BAC, 21,996,102 issued to the assignees at March 31, 2008 and 2007	—			—
Limited Partners
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 21,996,102 issued and outstanding at March 31, 2008 and 2007	(21,152,928		)	(17,019,215		)
General partner	(2,102,836		)	(2,061,082		)
	(23,255,764		)	(19,080,297		)
	$	3,256,464		$	6,232,167

(continued)

F-5

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2008 and 2007

	Series 15
	2008			2007
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	209,560		$	361,924
OTHER ASSETS
Cash and cash equivalents	200,415			1,345,224
Deferred acquisition costs, net of accumulated amortization	110,958			118,611
Other assets	28,707			21,367
	$	549,640		$	1,847,126
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	16,526		$	1,145
Accounts payable - affiliates	5,080,035			5,863,264
Capital contributions payable	—			4,208
	5,096,561			5,868,617
PARTNERS’ CAPITAL (DEFICIT)
Assignor limited partner
Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BAC), $10 stated value per BAC, 3,870,500 issued to the assignees at March 31, 2008 and 2007	—			—
Limited Partners
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 3,870,500 issued and outstanding at March 31, 2008 and 2007	(4,179,262		)	(3,659,086		)
General partner	(367,659		)	(362,405		)
	(4,546,921		)	(4,021,491		)
	$	549,640		$	1,847,126

(continued)

F-6

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2008 and 2007

	Series 16
	2008			2007
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	478,018		$	1,126,865
OTHER ASSETS
Cash and cash equivalents	197,645			190,149
Deferred acquisition costs, net of accumulated amortization	153,702			164,302
Other assets	—			—
	$	829,365		$	1,481,316
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	381		$	—
Accounts payable - affiliates	7,210,716			6,572,789
Capital contributions payable	71,862			71,862
	7,282,959			6,644,651
PARTNERS’ CAPITAL (DEFICIT)
Assignor limited partner
Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BAC), $10 stated value per BAC, 5,429,402 issued to the assignees at March 31, 2008 and 2007	—			—
Limited Partners
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 5,429,402 issued and outstanding at March 31, 2008 and 2007	(5,922,449		)	(4,645,093		)
General partner	(531,145		)	(518,242		)
	(6,453,594		)	(5,163,335		)
	$	829,365		$	1,481,316

(continued)

F-7

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2008 and 2007

	Series 17
	2008			2007
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	779,743		$	1,286,994
OTHER ASSETS
Cash and cash equivalents	190,524			165,814
Deferred acquisition costs, net of accumulated amortization	158,372			169,684
Other assets	30,000			30,000
	$	1,158,639		$	1,652,492
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	381		$	—
Accounts payable - affiliates	6,957,896			6,440,636
Capital contributions payable	67,895			67,895
	7,026,172			6,508,531
PARTNERS’ CAPITAL (DEFICIT)
Assignor limited partner
Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BAC), $10 stated value per BAC, 5,000,000 issued to the assignees at March 31, 2008 and 2007	—			—
Limited Partners
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 5,000,000 issued and outstanding at March 31, 2008 and 2007	(5,388,080		)	(4,386,701		)
General partner	(479,453		)	(469,338		)
	(5,867,533		)	(4,856,039		)
	$	1,158,639		$	1,652,492

(continued)

F-8

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS- CONTINUED

March 31, 2008 and 2007

	Series 18
	2008			2007
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	92,946
OTHER ASSETS
Cash and cash equivalents	76,676			107,343
Deferred acquisition costs, net of accumulated amortization	121,667			130,058
Other assets	5,000			5,000
	$	203,343		$	335,347
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	381		$	—
Accounts payable - affiliates	4,396,304			3,994,750
Capital contributions payable	18,554			18,554
	4,415,239			4,013,304
PARTNERS’ CAPITAL (DEFICIT)
Assignor limited partner
Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BAC), $10 stated value per BAC, 3,616,200 issued to the assignees at March 31, 2008 and 2007	—			—
Limited Partners
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 3,616,200 issued and outstanding at March 31, 2008 and 2007	(3,859,550		)	(3,330,950		)
General partner	(352,346		)	(347,007		)
	(4,211,896		)	(3,677,957		)
	$	203,343		$	335,347

(continued)

F-9

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2008 and 2007

	Series 19
	2008			2007
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	193,683		$	550,310
OTHER ASSETS
Cash and cash equivalents	109,819			139,172
Deferred acquisition costs, net of accumulated amortization	211,975			226,404
Other assets	—			—
	$	515,477		$	915,886
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	381		$	—
Accounts payable - affiliates	2,690,916			2,277,361
Capital contributions payable	—			—
	2,691,297			2,277,361
PARTNERS’ CAPITAL (DEFICIT)
Assignor limited partner
Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BAC), $10 stated value per BAC, 4,080,000 issued to the assignees at March 31, 2008 and 2007	—			—
Limited Partners
Units of beneficial interest of the limited partnership interest of the assignor limited partner, 4,080,000 issued and outstanding at March 31, 2008 and 2007	(1,803,587		)	(997,385		)
General partner	(372,233		)	(364,090		)
	(2,175,820		)	(1,361,475		)
	$	515,477		$	915,886

See notes to financial statements

F-10

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS

Years ended March 31, 2008 and 2007

	Total
	2008			2007
Income
Interest income	$	32,125		$	41,815
Other income	28,450			96,772
Total income	60,575			138,587
Share of income (losses) from operating limited partnerships	(1,376,172		)	(1,280,294		)
Expenses
Professional fees	234,608			282,015
Partnership management fee	2,073,124			2,138,666
Amortization	52,385			52,384
Impairment loss	293,550			1,365,076
General and administrative expenses	206,203			208,273
	2,859,870			4,046,414
NET INCOME (LOSS)	$	(4,175,467	)	$	(5,188,121	)
Net income (loss) allocated to general partner	$	(41,754	)	$	(51,881	)
Net income (loss) allocated to limited partners	$	(4,133,713	)	$	(5,136,240	)
Net income (loss) per BAC	$	(0.19	)	$	(0.23	)

(continued)

F-11

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 15
	2008			2007
Income
Interest income	$	11,941		$	15,446
Other income	1,249			4,837
Total income	13,190			20,283
Share of income (losses) from operating limited partnerships	(65,374		)	1,006,045
Expenses
Professional fees	55,253			66,443
Partnership management fee	362,888			393,151
Amortization	7,653			7,652
Impairment loss	6,087			—
General and administrative expenses	41,365			42,512
	473,246			509,758
NET INCOME (LOSS)	$	(525,430	)	$	516,570
Net income (loss) allocated to general partner	$	(5,254	)	$	5,166
Net income (loss) allocated to limited partners	$	(520,176	)	$	511,404
Net income (loss) per BAC	$	(0.13	)	$	0.13

(continued)

F-12

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 16
	2008			2007
Income
Interest income	$	6,507		$	6,985
Other income	9,540			4,954
Total income	16,047			11,939
Share of income (losses) from operating limited partnerships	(645,050		)	(830,125		)
Expenses
Professional fees	54,183			67,919
Partnership management fee	546,653			555,951
Amortization	10,600			10,600
Impairment loss	—			—
General and administrative expenses	49,820			49,284
	661,256			683,754
NET INCOME (LOSS)	$	(1,290,259	)	$	(1,501,940	)
Net income (loss) allocated to general partner	$	(12,903	)	$	(15,019	)
Net income (loss) allocated to limited partners	$	(1,277,356	)	$	(1,486,921	)
Net income (loss) per BAC	$	(0.24	)	$	(0.27	)

(continued)

F-13

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 17
	2008			2007
Income
Interest income	$	6,639		$	12,850
Other income	12,097			13,085
Total income	18,736			25,935
Share of income (losses) from operating limited partnerships	(216,176		)	(428,223		)
Expenses
Professional fees	45,179			58,291
Partnership management fee	425,920			465,239
Amortization	11,312			11,312
Impairment loss	287,463			199,703
General and administrative expenses	44,180			45,859
	814,054			780,404
NET INCOME (LOSS)	$	(1,011,494	)	$	(1,182,692	)
Net income (loss) allocated to general partner	$	(10,115	)	$	(11,827	)
Net income (loss) allocated to limited partners	$	(1,001,379	)	$	(1,170,865	)
Net income (loss) per BAC	$	(0.20	)	$	(0.23	)

(continued)

F-14

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 18
	2008			2007
Income
Interest income	$	2,934		$	2,680
Other income	4,514			70,182
Total income	7,448			72,862
Share of income (losses) from operating limited partnerships	(92,945		)	(227,177		)
Expenses
Professional fees	37,765			52,884
Partnership management fee	368,091			354,725
Amortization	8,391			8,391
Impairment loss	—			404,990
General and administrative expenses	34,195			34,098
	448,442			855,088
NET INCOME (LOSS)	$	(533,939	)	$	(1,009,403	)
Net income (loss) allocated to general partner	$	(5,339	)	$	(10,094	)
Net income (loss) allocated to limited partners	$	(528,600	)	$	(999,309	)
Net income (loss) per BAC	$	(0.15	)	$	(0.28	)

(continued)

F-15

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 19
	2008			2007
Income
Interest income	$	4,104		$	3,854
Other income	1,050			3,714
Total income	5,154			7,568
Share of income (losses) from operating limited partnerships	(356,627		)	(800,814		)
Expenses
Professional fees	42,228			36,478
Partnership management fee	369,572			369,600
Amortization	14,429			14,429
Impairment loss	—			760,383
General and administrative expenses	36,643			36,520
	462,872			1,217,410
NET INCOME (LOSS)	$	(814,345	)	$	(2,010,656	)
Net income (loss) allocated to general partner	$	(8,143	)	$	(20,107	)
Net income (loss) allocated to limited partners	$	(806,202	)	$	(1,990,549	)
Net income (loss) per BAC	$	(0.20	)	$	(0.49	)

See notes to financial statements

F-16

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

Years ended March 31, 2008 and 2007

	Limited			General
Total	partners			partner			Total
Partners’ capital (deficit), March 31, 2006	$	(10,077,051	)	$	(2,009,201	)	$	(12,086,252	)
Distributions to partners	(1,805,924		)	—			(1,805,924		)
Net loss	(5,136,240		)	(51,881		)	(5,188,121		)
Partners’ capital (deficit), March 31, 2007	$	(17,019,215	)	$	(2,061,082	)	$	(19,080,297	)
Net loss	(4,133,713		)	(41,754		)	(4,175,467		)
Partners’ capital (deficit), March 31, 2008	$	(21,152,928	)	$	(2,102,836	)	$	(23,255,764	)

(continued)

F-17

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

Years ended March 31, 2008 and 2007

	Limited			General
Series 15	partners			partner			Total
Partners’ capital (deficit), March 31, 2006	$	(3,230,009	)	$	(367,571	)	$	(3,597,580	)
Distributions to partners	(940,481		)	—			(940,481		)
Net income	511,404			5,166			516,570
Partners’ capital (deficit), March 31, 2007	$	(3,659,086	)	$	(362,405	)	$	(4,021,491	)
Net loss	(520,176		)	(5,254		)	(525,430		)
Partners’ capital (deficit), March 31, 2008	$	(4,179,262	)	$	(367,659	)	$	(4,546,921	)

(continued)

F-18

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

Years ended March 31, 2008 and 2007

	Limited			General
Series 16	partners			partner			Total
Partners’ capital (deficit), March 31, 2006	$	(3,158,172	)	$	(503,223	)	$	(3,661,395	)
Net loss	(1,486,921		)	(15,019		)	(1,501,940		)
Partners’ capital (deficit), March 31, 2007	$	(4,645,093	)	$	(518,242	)	$	(5,163,335	)
Net loss	(1,277,356		)	(12,903		)	(1,290,259		)
Partners’ capital (deficit), March 31, 2008	$	(5,922,449	)	$	(531,145	)	$	(6,453,594	)

(continued)

F-19

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

Years ended March 31, 2008 and 2007

	Limited			General
Series 17	partners			partner			Total
Partners’ capital (deficit), March 31, 2006	$	(2,350,393	)	$	(457,511	)	$	(2,807,904	)
Distributions to partners	(865,443		)	—			(865,443		)
Net loss	(1,170,865		)	(11,827		)	(1,182,692		)
Partners’ capital (deficit), March 31, 2007	$	(4,386,701	)	$	(469,338	)	$	(4,856,039	)
Net loss	(1,001,379		)	(10,115		)	(1,011,494		)
Partners’ capital (deficit), March 31, 2008	$	(5,388,080	)	$	(479,453	)	$	(5,867,533	)

(continued)

F-20

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

Years ended March 31, 2008 and 2007

	Limited			General
Series 18	partners			partner			Total
Partners’ capital (deficit), March 31, 2006	$	(2,331,641	)	$	(336,913	)	$	(2,668,554	)
Net loss	(999,309		)	(10,094		)	(1,009,403		)
Partners’ capital (deficit), March 31, 2007	$	(3,330,950	)	$	(347,007	)	$	(3,677,957	)
Net loss	(528,600		)	(5,339		)	(533,939		)
Partners’ capital (deficit), March 31, 2008	$	(3,859,550	)	$	(352,346	)	$	(4,211,896	)

(continued)

F-21

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT) - CONTINUED

Years ended March 31, 2008 and 2007

	Limited			General
Series 19	partners			partner			Total
Partners’ capital (deficit), March 31, 2006	$	993,164		$	(343,983	)	$	649,181
Net loss	(1,990,549		)	(20,107		)	(2,010,656		)
Partners’ capital (deficit), March 31, 2007	$	(997,385	)	$	(364,090	)	$	(1,361,475	)
Net loss	(806,202		)	(8,143		)	(814,345		)
Partners’ capital (deficit), March 31, 2008	$	(1,803,587	)	$	(372,233	)	$	(2,175,820	)

See notes to financial statements

F-22

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS

Years ended March 31, 2008 and 2007

	Total
	2008			2007
Cash flows from operating activities
Net loss	$	(4,175,467	)	$	(5,188,121	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of losses from operating limited partnerships	1,376,172			1,280,294
Distributions received from operating limited partnerships	7,410			30,836
Impairment loss	293,550			1,365,076
Amortization	52,385			52,384
Changes in assets and liabilities
Other assets	(7,340		)	(7,126		)
Accounts payable and accrued expenses	16,905			(40,266		)
Accounts payable - affiliates	1,187,067			1,696,733
Net cash provided by (used in) operating activities	(1,249,318		)	(810,190		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	(4,208		)	—
Proceeds from disposition of operating limited partnerships	80,903			1,271,354
Net cash provided by (used in) investing activities	76,695			1,271,354
Cash flows from financing activities
Distributions to partners	—			(1,805,924		)
Net cash provided by (used in) financing activity	—			(1,805,924		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(1,172,623		)	(1,344,760		)
Cash and cash equivalents, beginning	1,947,702			3,292,462
Cash and cash equivalents, end	$	775,079		$	1,947,702

(continued)

F-23

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 15
	2008			2007
Cash flows from operating activities
Net income (loss)	$	(525,430	)	$	516,570
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Share of income (losses) from operating limited partnerships	65,374			(1,006,045		)
Distributions received from operating limited partnerships	—			—
Impairment loss	6,087			—
Amortization	7,653			7,652
Changes in assets and liabilities
Other assets	(7,340		)	(4,365		)
Accounts payable and accrued expenses	15,381			—
Accounts payable - affiliates	(783,229		)	260,409
Net cash provided by (used in) operating activities	(1,221,504		)	(225,779		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	(4,208		)	—
Proceeds from disposition of operating limited partnerships	80,903			1,249,013
Net cash provided by (used in) investing activities	76,695			1,249,013
Cash flows from financing activities
Distributions to partners	—			(940,481		)
Net cash provided by (used in) financing activity	—			(940,481		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(1,144,809		)	82,753
Cash and cash equivalents, beginning	1,345,224			1,262,471
Cash and cash equivalents, end	$	200,415		$	1,345,224

(continued)

F-24

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 16
	2008			2007
Cash flows from operating activities
Net loss	$	(1,290,259	)	$	(1,501,940	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of losses from operating limited partnerships	645,050			830,125
Distributions received from operating limited partnerships	3,797			8,385
Impairment loss	—			—
Amortization	10,600			10,600
Changes in assets and liabilities
Other assets	—			(6,175		)
Accounts payable and accrued expenses	381			(40,266		)
Accounts payable - affiliates	637,927			301,865
Net cash provided by (used in) operating activities	7,496			(397,406		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	—			15,021
Net cash provided by (used in) investing activities	—			15,021
Cash flows from financing activities
Distributions to partners	—			—
Net cash provided by (used in) financing activity	—			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	7,496			(382,385		)
Cash and cash equivalents, beginning	190,149			572,534
Cash and cash equivalents, end	$	197,645		$	190,149

(continued)

F-25

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 17
	2008			2007
Cash flows from operating activities
Net loss	$	(1,011,494	)	$	(1,182,692	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of losses from operating limited partnerships	216,176			428,223
Distributions received from operating limited partnerships	3,612			4,240
Impairment loss	287,463			199,703
Amortization	11,312			11,312
Changes in assets and liabilities
Other assets	—			5,181
Accounts payable and accrued expenses	381			—
Accounts payable - affiliates	517,260			319,920
Net cash provided by (used in) operating activities	24,710			(214,113		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	—			7,320
Net cash provided by (used in) investing activities	—			7,320
Cash flows from financing activities
Distributions to partners	—			(865,443		)
Net cash provided by (used in) financing activity	—			(865,443		)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	24,710			(1,072,236		)
Cash and cash equivalents, beginning	165,814			1,238,050
Cash and cash equivalents, end	$	190,524		$	165,814

(continued)

F-26

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 18
	2008			2007
Cash flows from operating activities
Net loss	$	(533,939	)	$	(1,009,403	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of losses from operating limited partnerships	92,945			227,177
Distributions received from (refunded to) operating limited partnerships	1			933
Impairment loss	—			404,990
Amortization	8,391			8,391
Changes in assets and liabilities
Other assets	—			—
Accounts payable and accrued expenses	381			—
Accounts payable - affiliates	401,554			403,191
Net cash provided by (used in) operating activities	(30,667		)	35,279
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	—			—
Net cash provided by (used in) investing activities	—			—
Cash flows from financing activities
Distributions to partners	—			—
Net cash provided by (used in) financing activity	—			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(30,667		)	35,279
Cash and cash equivalents, beginning	107,343			72,064
Cash and cash equivalents, end	$	76,676		$	107,343

(continued)

F-27

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2008 and 2007

	Series 19
	2008			2007
Cash flows from operating activities
Net loss	$	(814,345	)	$	(2,010,656	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of losses from operating limited partnerships	356,627			800,814
Distributions received from operating limited partnerships	—			17,278
Impairment loss	—			760,383
Amortization	14,429			14,429
Changes in assets and liabilities
Other assets	—			(1,767		)
Accounts payable and accrued expenses	381			—
Accounts payable - affiliates	413,555			411,348
Net cash provided by (used in) operating activities	(29,353		)	(8,171		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	—			—
Net cash provided by (used in) investing activities	—			—
Cash flows from financing activities
Distributions to partners	—			—
Net cash provided by (used in) financing activity	—			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(29,353		)	(8,171		)
Cash and cash equivalents, beginning	139,172			147,343
Cash and cash equivalents, end	$	109,819		$	139,172

(continued)

F-28

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS

March 31, 2008 and 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Boston Capital Tax Credit Fund III L.P. (the “partnership” or “fund”) was formed under the laws of the State of Delaware on September 19, 1991, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating limited partnerships which were organized to acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated apartment complexes which qualified for the Low-Income Housing Tax Credit established by the Tax Reform Act of 1986.  Accordingly, the apartment complexes are restricted as to rent charges and operating methods.  Certain of the apartment complexes also qualified for the Historic Rehabilitation Tax Credit for their rehabilitation of a certified historic structure and are subject to the provisions of the Internal Revenue Code relating to the Rehabilitation Investment Credit.  The general partner of the fund is Boston Capital Associates III L.P. and the limited partner is BCTC III Assignor Corp. (the “assignor limited partner”).

Pursuant to the Securities Act of 1933, the fund filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective January 24, 1992, which covered the offering (the “Public Offering”) of the fund’s beneficial assignee certificates (“BACs”) representing assignments of units of the beneficial interest of the limited partnership interest of the assignor limited partner.   The fund originally registered 20,000,000 BACs at $10 per BAC for sale to the public in one or more series.  An additional 2,000,000 BACs at $10 per BAC were registered for sale to the public in one or more series on September 4, 1994.  BACs sold in bulk were offered to investors at a reduced cost per BAC.

The BACs issued and outstanding in each series at March 31, 2008 and 2007 are as follows:

Series 15	3,870,500
Series 16	5,429,402
Series 17	5,000,000
Series 18	3,616,200
Series 19	4,080,000
Total	21,996,102

In accordance with the limited partnership agreements, profits, losses, and cash flow (subject to certain priority allocations and distributions) and tax credits are allocated 99% to the assignees and 1% to the general partner.

F-29

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in Operating Limited Partnerships

The fund accounts for its investments in operating limited partnerships using the equity method, whereby the fund adjusts its investment cost for its share of each operating limited partnership’s results of operations and for any distributions received or accrued.  However, the fund recognizes the individual operating limited partnership’s losses only to the extent that the fund’s share of losses of the operating limited partnerships does not exceed the carrying amount of its investment and its advances to operating limited partnerships.  Unrecognized losses are suspended and offset against future individual operating limited partnership income.

Under Emerging Issues Task Force (EITF) 98-13, after the investment account is reduced to zero, receivables due from the operating limited partnerships are decreased by the fund’s share of losses and, accordingly, a valuation allowance is recorded against the receivables.  Accordingly, the partnership recorded a valuation allowance as follows:

	2008		2007
Series 15	$	36,930	$	169,007
Series 16	14,193		14,193
Series 17	85,401		85,401
Series 18	57,536		57,536
Series 19	2,921		2,921
	$	196,981	$	329,058

A loss in value of an investment in an operating limited partnership other than a temporary decline is recorded as an impairment loss.  Impairment is measured by comparing the investment carrying amount to the sum of the total amount of the remaining tax credits allocated to the fund and the estimated residual value of the investment.  In addition, deferred acquisition costs related to each investment are evaluated for impairment when an impairment loss has reduced an investment balance to zero.  Accordingly, the partnership recorded an impairment loss of $293,550 and $1,365,076 during the years ended March 31, 2008 and 2007, respectively.

F-30

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in Operating Limited Partnerships (Continued)

Capital contributions to operating limited partnerships are adjusted by tax credit adjusters.  Tax credit adjusters are defined as adjustments to operating limited partnership capital contributions due to reductions in actual tax credits from those originally projected.  The fund records tax credit adjusters as a reduction in investment in operating limited partnerships and capital contributions payable.

The operating limited partnerships maintain their financial statements based on a calendar year and the fund utilizes a March 31 year-end.  The fund records income and losses from the operating limited partnerships on a calendar year basis which is not materially different from income and losses generated if the operating limited partnerships utilized a March 31 year-end.

The fund records capital contributions payable to the operating limited partnerships once there is a binding obligation to fund a specified amount.  The operating limited partnerships record capital contributions from the fund when received.

The fund records certain acquisition costs as an increase in its investment in operating limited partnerships.  Certain operating limited partnerships have not recorded the acquisition costs as a capital contribution from the fund.  These differences are shown as reconciling items in note C.

As of March 31, 2004, the partnership adopted FASB Interpretation No. 46 - - Revised (“FIN 46R”), “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 residual returns, or both.

F-31

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Investments in Operating Limited Partnerships (Continued)

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.

Deferred Acquisition Costs

Acquisition costs were deferred until March 31, 1995.  As of April 1, 1995, the fund reallocated certain acquisition costs, common to all Series, based on a percentage of equity raised to each Series.  Acquisition costs are being amortized on the straight-line method starting April 1, 1995, over 27.5 years (330 months).

Accumulated amortization as of March 31, 2008 and 2007 is as follows:

	2008		2007
Series 15	$	178,212	$	170,559
Series 16	309,729		299,129
Series 17	269,377		258,065
Series 18	193,270		184,879
Series 19	186,077		171,648
	$	1,136,665	$	1,084,280

F-32

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Deferred Acquisition Costs (Continued)

The amortization of the deferred acquisition costs for each of the ensuing 5 years through March 31, 2013 is estimated to be $52,385 per year.

Income Taxes

No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually.

Cash Equivalents

Cash equivalents include repurchase agreements and money market accounts having original maturities at date of acquisition of three months or less.  The carrying value approximates fair value because of the short maturity of these instruments.

F-33

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Fiscal Year

For financial reporting purposes, the fund uses a March 31 year-end, whereas for income tax reporting purposes, the fund uses a calendar year.  The operating limited partnerships use a calendar year for both financial and income tax reporting.

Net Income (Loss) per Beneficial Assignee Certificate

Net income (loss) per beneficial assignee partnership unit is calculated based upon the number of units outstanding during the year.  The number of units in each series at March 31, 2008 and 2007 are as follows:

Series 15	3,870,500
Series 16	5,429,402
Series 17	5,000,000
Series 18	3,616,200
Series 19	4,080,000
	21,996,102

Use of Estimates

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

F-34

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE B - RELATED PARTY TRANSACTIONS

During the years ended March 31, 2008 and 2007, the fund entered into several transactions with various affiliates of the general partner, including Boston Capital Partners, Inc., Boston Capital Services, Inc., Boston Capital Holdings Limited Partnership and Boston Capital Asset Management Limited Partnership, as follows:

Boston Capital Asset Management Limited Partnership is entitled to an annual fund management fee based on .5% of the aggregate cost of all apartment complexes acquired by the operating limited partnerships, less the amount of certain partnership management and reporting fees paid or payable by the operating limited partnerships.  The aggregate cost is comprised of the capital contributions made by each series to the operating limited partnerships and 99% of the permanent financing at the operating limited partnership level.  The fee is payable without interest as sufficient funds became available from sales or refinancing proceeds from operating limited partnerships.

The annual partnership management fee charged to operations during the years ended March 31, 2008 and 2007 is as follows:

	2008		2007
Series 15	$	441,771	$	494,705
Series 16	635,316		649,788
Series 17	517,260		518,500
Series 18	381,948		381,948
Series 19	411,348		411,348
	$	2,387,643	$	2,456,289

F-35

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE B - RELATED PARTY TRANSACTIONS (Continued)

The reporting fees paid by the Operating Partnerships for the years ended March 31, 2008 and 2007 are as follows:

	2008		2007
Series 15	$	78,883	$	101,554
Series 16	88,663		93,837
Series 17	91,340		53,261
Series 18	13,857		27,223
Series 19	41,776		41,748
	$	314,519	$	317,623

The partnership management fees paid for the years ended March 31, 2008 and 2007 are as follows:

	2008		2007
Series 15	$	1,225,000	$	234,296
Series 16	—		347,923
Series 17	—		198,581
Series 18	—		—
Series 19	—		—
	$	1,225,000	$	780,800

F-36

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE B - RELATED PARTY TRANSACTIONS (Continued)

An affiliate of the general partner of the Partnership advanced funds to pay some operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. The total advances from the affiliate of the general partner to the Operating Partnerships for the years ended March 31, 2008 and 2007 are as follows:

	2008		2007
Series 15	$	—	$	—
Series 16	2,611		—
Series 17	635,362		635,362
Series 18	128,783		109,177
Series 19	2,207		—
	$	768,963	$	744,539

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership’s interests in Operating Partnerships.

General and administrative expenses incurred by Boston Capital Partners, Inc., Boston Capital Holdings Limited Partnership and Boston Capital Asset Management Limited Partnership during the years ended March 31, 2008 and 2007 charged to each series’ operations are as follows:

	2008		2007
Series 15	$	24,349	$	27,017
Series 16	25,976		28,902
Series 17	23,239		25,455
Series 18	19,606		21,244
Series 19	19,365		20,752
	$	112,535	$	123,370

The Partnership had previously recorded and paid BCAMLP in connection with the disposition of certain Operating Partnerships certain amounts which were incorrectly referred to as sales preparation fees. The payments were actually for reimbursement of overhead and salary expenses incurred by Boston Capital and its Affiliates in connection with the disposition of three Operating Partnerships.

F-37

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE B - RELATED PARTY TRANSACTIONS (Continued)

Accounts payable - affiliates at March 31, 2008 and 2007 represents fund management fees and operating limited partnership advances which are payable to Boston Capital Asset Management Limited Partnership.  The carrying value of the accounts payable - affiliates approximates fair value.

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

At March 31, 2008 and 2007, the fund has limited partnership interests in operating limited partnerships which own or are constructing operating apartment complexes.  The number of operating limited partnerships in which the fund has limited partnership interests at March 31, 2008 and 2007 by series are as follows:

	2008	2007
Series 15	58	63
Series 16	61	61
Series 17	47	47
Series 18	34	34
Series 19	26	26
	226	231

F-38

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

During the year end March 31, 2008 the partnership disposed of five operating limited partnerships and received additional proceeds from one operating limited partnership which was disposed of in the prior year. A summary of the dispositions by Series for March 31, 2008 is as follows:

	Operating Partnership Interest Transferred	Sale of Underlying Operating Partnership	Partnership Proceeds from Disposition *		Gain/(Loss) on Disposition
Series 15	5	—	$	80,903	$	80,903
Series 16	—	—	—		—
Series 17	—	—	—		—
Series 18	—	—	—		—
Series 19	—	—	—		—
Total	5	—	$	80,903	$	80,903

* Fund proceeds from disposition include additional proceeds received for a sale of an Operating Partnership recorded as of March 31, 2007, of $7,188 for Series 15.

During the year end March 31, 2007 the partnership disposed of three operating limited partnerships, sold a portion of its interest in one operating limited partnership, and received additional proceeds from one operating limited partnerships which was disposed of in the prior year.  A summary of the dispositions by Series for March 31, 2007 is as follows:

	Operating Partnership Interest Transferred	Sale of Underlying Operating Partnership	Partnership Proceeds from Disposition		Gain/(Loss) on Disposition
Series 15	2	1	$	1,249,013	$	1,185,775
Series 16	1	—	15,021		15,021
Series 17	—	—	7,320		—
Series 18	—	—	—		—
Series 19	—	—	—		—
Total	3	1	$	1,271,354	$	1,200,796

F-39

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

Under the terms of the fund’s investment in each operating limited partnership, the fund is required to make capital contributions to the operating limited partnerships.  These contributions are payable in installments over several years upon each operating limited partnership achieving specified levels of construction and/or operations.

The contributions payable to operating limited partnerships at March 31, 2008 and 2007 by series are as follows:

	2008		2007
Series 15	$	—	$	4,208
Series 16	71,862		71,862
Series 17	67,895		67,895
Series 18	18,554		18,554
Series 19	—		—
	$	158,311	$	162,519

F-40

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The fund’s investments in operating limited partnerships at March 31, 2008 are summarized as follows:

	Total		Series 15			Series 16
Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters	141,108,877		$	18,874,532		$	35,385,389
Acquisition costs of operating limited partnerships	17,337,084		2,080,049			4,154,447
Syndication costs from operating limited partnerships	(56,632	)	—			—
Cumulative distributions from operating limited partnerships	(1,272,350	)	(17,967		)	(495,504		)
Cumulative impairment loss in investment in operating limited partnerships	(31,781,950	)	(1,432,911		)	(8,151,746		)
Cumulative losses from operating limited partnerships	(123,674,025	)	(19,294,143		)	(30,414,568		)
Investments in operating limited partnerships per balance sheets	1,661,004		209,560			478,018
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2008 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2007 (see note A)	(1,074,310	)	(128,731		)	(113,965		)
The fund has recorded acquisition costs at March 31, 2008 which have not been recorded in the net assets of the operating limited partnerships (see note A)	(2,670,520	)	(370,433		)	(582,648		)
Cumulative losses from operating limited partnerships for the three months ended March 31, 1993 which the operating limited partnerships have not included in their capital as of December 31, 1992 due to different year ends (see note A)	2,082,345		358,789			—

F-41

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

	Total			Series 15			Series 16
Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A)	(44,267,280		)	(11,454,894		)	(13,298,206		)
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A)	722,457			163,301			151,497
Cumulative impairment loss in investment in operating limited partnerships	31,781,950			1,432,911			8,151,746
Other	692,997			(12,122		)	699,202
Equity per operating limited partnerships’ combined financial statements	$	(11,071,357	)	$	(9,801,619	)	$	(4,514,356	)

F-42

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The fund’s investments in operating limited partnerships at March 31, 2008 are summarized as follows:

	Series 17			Series 18			Series 19
Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters	$	30,916,846		$	26,416,735		$	29,515,375
Acquisition costs of operating limited partnerships	3,782,254			3,587,530			3,732,804
Syndication costs from operating limited partnerships	—			(56,632		)	—
Cumulative distributions from operating limited partnerships	(134,913		)	(137,878		)	(486,088		)
Cumulative impairment loss in investment in operating limited partnerships	(6,142,671		)	(5,926,733		)	(10,127,889		)
Cumulative losses from operating limited partnerships	(27,641,773		)	(23,883,022		)	(22,440,519		)
Investments in operating limited partnerships per balance sheets	779,743			—			193,683
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2008 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2007 (see note A)	(710,224		)	(61,783		)	(59,607		)
The fund has recorded acquisition costs at March 31, 2008 which have not been recorded in the net assets of the operating limited partnerships (see note A)	(695,315		)	(387,564		)	(634,560		)
Cumulative losses from operating limited partnerships for the three months ended March 31, 1993 which the operating limited partnerships have not included in their capital as of December 31, 1992 due to different year ends (see note A)	752,440			617,683			353,433

F-43

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

	Series 17			Series 18			Series 19
Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A)	(7,194,178		)	(7,452,804		)	(4,867,198		)
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A)	59,201			105,595			242,863
Cumulative impairment loss in investment in operating limited partnerships	6,142,671			5,926,733			10,127,889
Other	(20,203		)	5,002			21,118
Equity per operating limited partnerships’ combined financial statements	$	(885,865	)	$	(1,247,138	)	$	5,377,621

F-44

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The fund’s investments in operating limited partnerships at March 31, 2007 are summarized as follows:

	Total			Series 15			Series 16
Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters	$	142,450,069		$	20,222,979		$	35,385,389
Acquisition costs of operating limited partnerships	17,360,869			2,103,832			4,154,447
Syndication costs from operating limited partnerships	(56,632		)	—			—
Cumulative distributions from operating limited partnerships	(1,263,654		)	(16,682		)	(491,707		)
Cumulative impairment loss in investment in operating limited partnerships	(31,880,319		)	(1,902,745		)	(8,134,883		)
Cumulative losses from operating limited partnerships	(123,191,294		)	(20,045,460		)	(29,786,381		)
Investments in operating limited partnerships per balance sheets	3,419,039			361,924			1,126,865
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2007 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2006 (see note A)	(1,078,516		)	(132,937		)	(113,965		)
The fund has recorded acquisition costs at March 31, 2007 which have not been recorded in the net assets of the operating limited partnerships (see note A)	(2,683,933		)	(383,846		)	(582,648		)
Cumulative losses from operating limited partnerships for the three months ended March 31, 1993 which the operating limited partnerships have not included in their capital as of December 31, 1992 due to different year ends (see note A)	2,146,189			422,633			—

F-45

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

	Total		Series 15			Series 16
Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A)	(37,868,729	)	(11,800,839		)	(11,145,028		)
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A)	738,867		179,711			151,497
Cumulative impairment loss in investment in operating limited partnerships	31,918,158		1,902,745			8,134,883
Other	689,853		(15,397		)	683,314
Equity per operating limited partnerships’ combined financial statements	(2,719,072	)	$	(9,466,006	)	$	(1,745,082	)

F-46

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The fund’s investments in operating limited partnerships at March 31, 2007 are summarized as follows:

	Series 17			Series 18			Series 19
Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters	$	30,909,526		$	26,416,735		$	29,515,440
Acquisition costs of operating limited partnerships	3,782,255			3,587,531			3,732,804
Syndication costs from operating limited partnerships	—			(56,632		)	—
Cumulative distributions from operating limited partnerships	(131,300		)	(137,877		)	(486,088		)
Cumulative impairment loss in investment in operating limited partnerships	(5,822,328		)	(5,926,733		)	(10,093,630		)
Cumulative losses from operating limited partnerships	(27,451,159		)	(23,790,078		)	(22,118,216		)
Investments in operating limited partnerships per balance sheets	1,286,994			92,946			550,310
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2007 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2006 (see note A)	(710,224		)	(61,783		)	(59,607		)
The fund has recorded acquisition costs at March 31, 2007 which have not been recorded in the net assets of the operating limited partnerships (see note A)	(695,315		)	(387,564		)	(634,560		)
Cumulative losses from operating limited partnerships for the three months ended March 31, 1993 which the operating limited partnerships have not included in their capital as of December 31, 1992 due to different year ends (see note A)	752,440			617,683			353,433

F-47

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

	Series 17			Series 18		Series 19
Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A)	(5,912,028		)	(5,214,009	)	(3,796,825		)
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A)	59,201			105,595		242,863
Cumulative impairment loss in investment in operating limited partnerships	5,855,208			5,926,733		10,098,589
Other	(7,974		)	6,394		23,516
Equity per operating limited partnerships’ combined financial statements	$	628,302		1,085,995		$	6,777,719

F-48

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized balance sheets of the operating limited partnerships at December 31, 2007 are as follows:

COMBINED SUMMARIZED BALANCE SHEETS

	Total			Series 15			Series 16
ASSETS
Buildings and improvements, net of accumulated depreciation	$	279,395,017		$	42,129,283		$	68,126,667
Land	24,517,558			3,832,412			5,001,235
Other assets	39,120,794			7,495,446			10,079,310
	$	343,033,369		$	53,457,141		$	83,207,212
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgages and construction loans payable	$	308,676,066		$	60,332,156		$	73,046,516
Accounts payable and accrued expenses	15,678,506			543,443			7,888,661
Other liabilities	31,442,770			2,840,403			4,153,857
	355,797,342			63,716,002			85,089,034
PARTNERS’ CAPITAL (DEFICIT)
Boston Capital Tax Credit Fund III L.P.	(11,071,357		)	(9,801,619		)	(4,514,356		)
Other partners	(1,692,616		)	(457,242		)	2,632,534
	(12,763,973		)	(10,258,861		)	(1,881,822		)
	$	343,033,369		$	53,457,141		$	83,207,212

F-49

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized balance sheets of the operating limited partnerships at December 31, 2007 are as follows:

COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED

	Series 17			Series 18			Series 19
ASSETS
Buildings and improvements, net of accumulated depreciation	$	71,199,566		$	41,760,321		$	56,179,180
Land	6,506,051			3,336,533			5,841,327
Other assets	8,913,649			8,223,252			4,409,137
	$	86,619,266		$	53,320,106		$	66,429,644
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgages and construction loans payable	$	80,393,578		$	43,420,214		$	51,483,602
Accounts payable and accrued expenses	2,055,863			2,804,523			2,386,016
Other liabilities	9,704,653			7,727,696			7,016,161
	92,154,094			53,952,433			60,885,779
PARTNERS’ CAPITAL (DEFICIT)
Boston Capital Tax Credit Fund III L.P.	(885,865		)	(1,247,138		)	5,377,621
Other partners	(4,648,963		)	614,811			166,244
	(5,534,828		)	(632,327		)	5,543,865
	$	86,619,266		$	53,320,106		$	66,429,644

F-50

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized balance sheets of the operating limited partnerships at December 31, 2006 are as follows:

COMBINED SUMMARIZED BALANCE SHEETS

	Total			Series 15			Series 16
ASSETS
Buildings and improvements, net of accumulated depreciation	$	298,142,057		$	47,247,271		$	71,416,545
Land	24,949,002			4,226,094			5,020,765
Other assets	37,239,380			9,060,861			9,690,421
	$	360,330,439		$	60,534,226		$	86,127,731
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgages and construction loans payable	$	314,708,386		$	65,849,535		$	72,792,033
Accounts payable and accrued expenses	15,356,280			700,217			6,352,475
Other liabilities	32,276,672			3,526,284			5,953,276
	362,341,338			70,076,036			85,097,784
PARTNERS’ CAPITAL (DEFICIT)
Boston Capital Tax Credit Fund III L.P.	(2,719,071		)	(9,466,006		)	(1,745,082		)
Other partners	708,172			(75,804		)	2,775,029
	(2,010,899		)	(9,541,810		)	1,029,947
	$	360,330,439		$	60,534,226		$	86,127,731

F-51

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized balance sheets of the operating limited partnerships at December 31, 2006 are as follows:

COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED

	Series 17			Series 18		Series 19
ASSETS
Buildings and improvements, net of accumulated depreciation	$	74,419,890		$	46,842,715	$	58,215,636
Land	6,497,315			3,363,433		5,841,395
Other assets	8,998,113			5,404,593		4,085,392
	$	89,915,318		$	55,610,741	$	68,142,423
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgages and construction loans payable	$	80,778,638		$	42,934,858	$	52,353,322
Accounts payable and accrued expenses	2,025,202			3,645,530		2,632,856
Other liabilities	10,023,905			6,999,004		5,774,203
	92,827,745			53,579,392		60,760,381
PARTNERS’ CAPITAL (DEFICIT)
Boston Capital Tax Credit Fund III L.P.	628,302			1,085,996		6,777,719
Other partners	(3,540,729		)	945,353		604,323
	(2,912,427		)	2,031,349		7,382,042
	$	89,915,318		$	55,610,741	$	68,142,423

F-52

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2007 are as follows:

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

	Total			Series 15			Series 16
Revenue
Rental	$	59,969,517		$	9,908,955		$	13,896,179
Interest and other	2,758,558			352,115			634,786
	62,728,075			10,261,070			14,530,965
Expenses
Interest	14,115,999			1,875,514			2,804,632
Depreciation and amortization	16,634,119			2,839,503			4,082,667
Taxes and insurance	8,525,882			1,211,916			2,026,563
Repairs and maintenance	12,792,136			2,190,814			3,354,114
Operating expenses	21,215,849			3,693,121			4,769,773
Other expenses	1,002,115			92,687			347,415
	74,286,100			11,903,555			17,385,164
NET LOSS	$	(11,558,025	)	$	(1,642,485	)	$	(2,854,199	)
Net loss allocated to Boston Capital Tax Credit Fund III L.P.*	$	(9,559,338	)	$	(1,483,764	)	$	(2,955,617	)
Net income (loss) allocated to other partners	$	(1,998,687	)	$	(158,721	)	$	101,418

*Amounts include $1,337,487, $2,310,567, $1,307,635, $2,018,881, and $1,127,692 for Series 15, Series 16, Series 17, Series 18 and Series 19, respectively, of loss not recognized under the equity method of accounting as described in note A.

F-53

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2007 are as follows:

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

	Series 17			Series 18			Series 19
Revenue
Rental	$	15,953,551		$	8,126,287		$	12,084,545
Interest and other	636,509			404,267			730,881
	16,590,060			8,530,554			12,815,426
Expenses
Interest	3,942,286			2,028,509			3,465,058
Depreciation and amortization	4,021,535			2,673,307			3,017,107
Taxes and insurance	2,167,489			1,290,210			1,829,704
Repairs and maintenance	3,571,627			1,824,156			1,851,425
Operating expenses	5,414,629			3,000,412			4,337,914
Other expenses	71,702			344,965			145,346
	19,189,268			11,161,559			14,646,554
NET LOSS	$	(2,599,208	)	$	(2,631,005	)	$	(1,831,128	)
Net loss allocated to Boston Capital Tax Credit Fund III L.P.*	$	(1,523,811	)	$	(2,111,827	)	$	(1,484,319	)
Net income (loss) allocated to other partners	$	(1,075,397	)	$	(519,178	)	$	(346,809	)

*Amounts include $1,337,487, $2,310,567, $1,307,635, $2,018,881, and $1,127,692 for Series 15, Series 16, Series 17, Series 18 and Series 19, respectively, of loss not recognized under the equity method of accounting as described in note A.

F-54

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2006 are as follows:

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

	Total				Series 15			Series 16
Revenue
Rental	$		58,875,372		$	10,385,426		$	13,183,737
Interest and other	2,480,868				352,578			522,327
	61,356,240				10,738,004			13,706,064
Expenses
Interest	14,519,066				2,133,821			2,767,142
Depreciation and amortization	16,773,001				3,027,505			4,072,542
Taxes and insurance	8,713,562				1,416,420			2,016,633
Repairs and maintenance	12,117,243				2,177,954			2,703,304
Operating expenses	20,677,354				3,547,357			4,780,549
Other expenses	4,584,892				404,447			2,105,022
	77,385,118				12,707,504			18,445,192
NET LOSS	$		(16,028,878	)	$	(1,969,500	)	$	(4,739,128	)
Net loss allocated to Boston Capital Tax Credit Fund III L.P.*	$	(14,323,629		)	$	(1,831,371	)	$	(4,657,480	)
Net loss allocated to other partners	$		(1,705,249	)	$	(138,129	)	$	(81,648	)

*Amounts include $1,661,641, $3,818,509, $1,605,973, $2,090,617, and $2,695,033 for Series 15, Series 16, Series 17, Series 18 and Series 19, respectively, of loss not recognized under the equity method of accounting as described in note A.

F-55

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized statements of operations of the operating limited partnerships for the year ended December 31, 2006 are as follows:

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

	Series 17			Series 18				Series 19
Revenue
Rental	$	15,477,385		$		8,091,504		$	11,737,320
Interest and other	621,849			452,749				531,365
	16,099,234			8,544,253				12,268,685
Expenses
Interest	3,864,164			2,222,943				3,530,996
Depreciation and amortization	4,007,790			2,677,955				2,987,209
Taxes and insurance	2,189,002			1,270,761				1,820,746
Repairs and maintenance	3,518,007			1,786,476				1,931,502
Operating expenses	5,239,042			3,000,433				4,109,973
Other expenses	103,085			240,794				1,731,544
	18,921,090			11,199,362				16,111,970
NET LOSS	$	(2,821,856	)	$		(2,655,109	)	$	(3,843,285	)
Net loss allocated to Boston Capital Tax Credit Fund III L.P.*	$	(2,022,904	)	$	(2,317,794		)	$	(3,494,080	)
Net loss allocated to other partners	$	(798,952	)	$		(337,315	)	$	(349,205	)

*Amounts include $1,661,641, $3,818,509, $1,605,973, $2,090,617, and $2,695,033 for Series 15, Series 16, Series 17, Series 18 and Series 19, respectively, of loss not recognized under the equity method of accounting as described in note A.

F-56

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE D - OTHER ASSETS

Other assets include cash advanced to operating limited partnerships at March 31, 2008 and 2007, some of which is to be applied to capital contributions payable when certain criteria have been met.  The advances at March 31, 2008 and 2007 by series are as follows:

	2008		2007
Series 15	$	—	$	—
Series 16	—		—
Series 17	30,000		30,000
Series 18	5,000		5,000
Series 19	—		—
	$	35,000	$	35,000

F-57

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN

For income tax purposes, the fund reports using a December 31 year-end.  The fund’s net loss for financial reporting and tax return purposes for the year ended March 31, 2008 is reconciled as follows:

	Total			Series 15			Series 16
Net loss for financial reporting purposes	$	(4,175,467	)	$	(525,430	)	$	(1,290,259	)
Operating limited partnership rents received in advance	(16,566		)	(11,252		)	(5,050		)
Accrued fund management fees not deducted (deducted) for tax purposes	1,162,643			(783,229		)	635,316
Other	280,629			(55,845		)	786,849
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting	(8,102,263		)	(1,337,487		)	(2,310,567		)
Impairment loss in investment in operating limited partnership not deductible for tax purposes	293,550			6,087			—
Excess of tax depreciation over book depreciation on operating limited partnership assets	(992,418		)	(299,908		)	(216,695		)
Difference due to fiscal year for book purposes and calendar year for tax purposes	2,256,945			2,438,981			(105,593		)
Loss for tax return purposes, year ended December 31, 2007	$	(9,292,947	)	$	(568,083	)	$	(2,505,999	)

F-58

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN (Continued)

For income tax purposes, the fund reports using a December 31 year-end.  The fund’s net loss for financial reporting and tax return purposes for the year ended March 31, 2008 is reconciled as follows:

	Series 17			Series 18			Series 19
Net loss for financial reporting purposes	$	(1,011,494	)	$	(533,939	)	$	(814,345	)
Operating limited partnership rents received in advance	—			(264		)	—
Accrued fund management fees not deducted (deducted) for tax purposes	517,260			381,948			411,348
Other	(165,125		)	73,396			(358,646		)
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting	(1,307,635		)	(2,018,882		)	(1,127,692		)
Impairment loss in investment in operating limited partnership not deductible for tax purposes	287,463			—			—
Excess of tax depreciation over book depreciation on operating limited partnership assets	(110,725		)	(142,398		)	(222,692		)
Difference due to fiscal year for book purposes and calendar year for tax purposes	(13,739		)	(18,827		)	(43,877		)
Loss for tax return purposes, year ended December 31, 2007	$	(1,803,995	)	$	(2,258,966	)	$	(2,155,904	)

F-59

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO INCOME TAX RETURN (Continued)

For income tax purposes, the fund reports using a December 31 year-end.  The fund’s net income (loss) for financial reporting and tax return purposes for the year ended March 31, 2007 is reconciled as follows:

	Total			Series 15			Series 16
Net income (loss) for financial reporting purposes	$	(5,188,121	)	$	516,570		$	(1,501,940	)
Operating limited partnership rents received in advance	(5,067		)	(2,271		)	598
Accrued fund management fees not deducted (deducted) for tax purposes	1,696,733			260,409			301,865
Other	4,765,685			217,652			2,037,702
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting	(11,871,773		)	(1,661,641		)	(3,818,509		)
Impairment loss in investment in operating limited partnership not deductible for tax purposes	1,365,076			—			—
Excess of tax depreciation over book depreciation on operating limited partnership assets	(1,511,657		)	(295,391		)	(342,288		)
Difference due to fiscal year for book purposes and calendar year for tax purposes	(1,281,684		)	(1,159,999		)	121,317
Loss for tax return purposes, year ended December 31, 2006	$	(12,030,808	)	$	(2,124,671	)	$	(3,201,255	)

F-60

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN (Continued)

For income tax purposes, the fund reports using a December 31 year-end.  The fund’s net loss for financial reporting and tax return purposes for the year ended March 31, 2007 is reconciled as follows:

	Series 17			Series 18			Series 19
Net loss for financial reporting purposes	$	(1,182,692	)	$	(1,009,403	)	$	(2,010,656	)
Operating limited partnership rents received in advance	(2,517		)	(877		)	—
Accrued fund management fees not deducted (deducted) for tax purposes	319,920			403,191			411,348
Other	(165,699		)	1,066,261			1,609,769
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting	(1,605,973		)	(2,090,617		)	(2,695,033		)
Impairment loss in investment in operating limited partnership not deductible for tax purposes	199,703			404,990			760,383
Excess of tax depreciation over book depreciation on operating limited partnership assets	(405,521		)	(218,630		)	(249,827		)
Difference due to fiscal year for book purposes and calendar year for tax purposes	27,749			(247,893		)	(22,858		)
Loss for tax return purposes, year ended December 31, 2006	$	(2,815,030	)	$	(1,692,978	)	$	(2,196,874	)

F-61

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN (Continued)

The differences between the investments in operating limited partnerships for tax purposes and financial statements purposes at March 31, 2008, are as follows:

	Total			Series 15			Series 16
Investments in operating limited partnerships - tax return December 31, 2007	$	(24,884,755	)	$	(12,803,743	)	$	(6,397,225	)
Estimated share of loss for the three months ended March 31, 2008	(2,082,345		)	(358,789		)	—
Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method	44,267,280			11,454,894			13,298,206
Impairment loss in investment in operating limited partnerships	(31,781,950		)	(1,432,911		)	(8,151,746		)
Historic tax credits	5,325,806			—			1,844,836
Other	10,816,968			3,350,109			(116,053		)
Investments in operating limited partnerships - as reported	$	1,661,004		$	209,560		$	478,018

F-62

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN (Continued)

The differences between the investments in operating limited partnerships for tax purposes and financial statements purposes at March 31, 2008, are as follows:

	Series 17			Series 18			Series 19
Investments in operating limited partnerships - tax return December 31, 2007	$	(4,263,719	)	$	(4,027,633	)	$	2,607,565
Estimated share of loss for the three months ended March 31, 2008	(752,440		)	(617,683		)	(353,433		)
Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method	7,194,178			7,452,804			4,867,198
Impairment loss in investment in operating limited partnerships	(6,142,671		)	(5,926,733		)	(10,127,889		)
Historic tax credits	1,100,310			2,062,333			318,327
Other	3,644,085			1,056,912			2,881,915
Investments in operating limited partnerships - as reported	$	779,743		$	—		$	193,683

F-63

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN (Continued)

The differences between the investments in operating limited partnerships for tax purposes and financial statements purposes at March 31, 2007, are as follows:

	Total			Series 15			Series 16
Investments in operating limited partnerships - tax return December 31, 2006	$	(16,076,357	)	$	(12,375,095	)	$	(4,003,807	)
Estimated share of loss for the three months ended March 31, 2007	(2,146,189		)	(422,633		)	—
Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method	37,868,729			11,800,839			11,145,028
Impairment loss in investment in operating limited partnerships	(31,918,158		)	(1,902,745		)	(8,134,883		)
Historic tax credits	5,325,806			—			1,844,836
Other	10,365,208			3,261,558			275,691
Investments in operating limited partnerships - as reported	$	3,419,039		$	361,924		$	1,126,865

F-64

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME TAX RETURN (Continued)

The differences between the investments in operating limited partnerships for tax purposes and financial statements purposes at March 31, 2007, are as follows:

	Series 17			Series 18			Series 19
Investments in operating limited partnerships - tax return December 31, 2006	$	(2,524,577	)	$	(1,846,538	)	$	4,673,660
Estimated share of loss for the three months ended March 31, 2007	(752,440		)	(617,683		)	(353,433		)
Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method	5,912,028			5,214,009			3,796,825
Impairment loss in investment in operating limited partnerships	(5,855,208		)	(5,926,733		)	(10,098,589		)
Historic tax credits	1,100,310			2,062,333			318,327
Other	3,406,881			1,207,558			2,213,520
Investments in operating limited partnerships - as reported	$	1,286,994		$	92,946		$	550,310

F-65

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2008 and 2007

NOTE F - SUBSEQUENT EVENTS

Subsequent to March 31, 2008, the Fund has entered into agreements to either sell or transfer interests in twenty-one Operating Partnerships.  The estimated sales prices and other terms for the disposition of the Operating Partnerships have been determined.  The estimated proceeds to be received for these twenty-one Operating Partnerships’ is $6,643,001. The estimated gain on sales of the Operating Partnerships is $6,349,501 and are expected to be recognized in the second, third, or fourth quarter of 2008.

NOTE G - CASH EQUIVALENTS

On March 31, 2007, Boston Capital Tax Credit Fund III L.P. purchased $1,800,000 of corporate debt securities under agreements to resell on April 1, 2007.  Interest is earned at rates ranging from 1.8% to 3.0% per annum.

NOTE H - CONCENTRATION OF CREDIT RISK

The Fund maintains its cash and cash equivalent balances in several accounts in various financial institutions. The balances are generally insured by the Federal Deposit Insurance Corporation (FDIC) or the Securities Investor Protection Corporation (SIPC) up to specified limits by each institution. At times, the balances may exceed these insurance limits; however, the Fund has not experienced any losses with respect to it balances in excess of FDIC or SIPC insurance. Management believes that no significant concentration of credit risk with respect to these cash and cash equivalent balances exists as of March 31, 2008.

F-66

EX-23

Exhibit 23

INDEPENDENT AUDITORS’ REPORT

The Partners

The Hearthside II Limited Dividend Housing Association Limited Partnership

(A Michigan Limited Partnership)

Kalamazoo, Michigan

We have audited the accompanying balance sheets of The Hearthside II Limited Dividend Housing Association Limited Partnership (A Michigan Limited Partnership) (“Partnership”), as of December 31, 2007 and 2006, and the related statements of operations, partners’ equity/(deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of  expressing an  opinion on the effectiveness of the Partnership’s internal control over financial reporting.  Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Hearthside II Limited Dividend Housing Association Limited Partnership, as of  December 31, 2007 and 2006, and the results of its operations, changes in partners’ equity/(deficit) and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 17 and 18 is presented for purposes of additional analysis not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

Schooner Boyer & Associates

Columbus, Ohio

March 11, 2008

INDEPENDENT AUDITORS’ REPORT

To the Partners

Cambridge Family YMCA Affordable Housing, LP

We have audited the accompanying balance sheet of Cambridge Family YMCA Affordable Housing, LP. (the “Partnership”) as of December 31, 2006 and the related statements of operations, changes in partners’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements for the Partnership for the year ended December 31, 2005 were audited by other auditors whose report, dated February 16, 2006, expressed an unqualified opinion on those financial statements.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures hi the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cambridge Family YMCA Affordable Housing, LP as of December 31, 2006 and the results of its operations, changes in partners’ equity, and cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

The supplementary information contained on page 15 is presented for the purpose of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

UHY, LLP

Boston, Massachusetts

March 26, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Shawnee Housing Associates Limited Partnership

We have audited the accompanying balance sheets of Shawnee Housing Associates Limited Partnership (“Partnership”) as of December 31, 2006 and 2005, and the related statements of operations, partners’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Shawnee Housing Associates Limited Partnership as of December 31, 2006 and 2005, and the results of its operations, changes in partners’ equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Mayer Hoffman McCann P.C.

Topeka, Kansas

January 19, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Sioux Falls Housing Associates One Limited Partnership

We have audited the accompanying balance sheets of Sioux Falls Housing Associates One Limited Partnership (“Partnership”) as of December 31, 2007 and 2006, and the related statements of operations, partners’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as weil as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sioux Falls Housing Associates One Limited Partnership as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Mayer Hoffman McCann P.C

Topeka, Kansas

February 15, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Osage Housing Associates Limited Partnership

We have audited the accompanying balance sheets of Osage Housing Associates Limited Partnership (“Partnership”) as of December 31, 2007 and 2006, and the related statements of operations, partners’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Osage Housing Associates Limited Partnership as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Mayer Hoffman McCann P.C.

Topeka, Kansas

February 15, 2008

INDEPENDENT AUDITORS’ REPORT

To the Partners

Glen Place Apartments Limited Partnership

We have audited the accompanying balance sheets of Glen Place Apartments Limited Partnership as of December 31, 2007 and 2006, and the related statements of operations, partners’ equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Glen Place Apartments Limited Partnership, as of December 31,2007 and 2006, and the results of its operations, changes in partners’ equity (deficit), and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied to the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

LarsonAllen, LLP

Eau Claire, Wisconsin

February 12, 2008

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners

Ankeny Housing Associates Two Limited Partnership

We have audited the accompanying balance sheets of Ankeny Housing Associates Two Limited Partnership (“Partnership”) as of December 31, 2007 and 2006, and the related statements of operations, partners’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ankeny Housing Associates Two Limited Partnership as of December 31, 2007 and 2006, and the results of its operations, changes in partners’ equity and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Mayer Hoffman McCann P.C.

Topeka, Kansas

February 15, 2008

EX-31.A

Exhibit 31.a

I,John P. Manning, certify that:

1.I have reviewed this annual report on Form 10-K of Boston Capital Tax Credit Fund III L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 14, 2008	/s/ John P. Manning
	John P. Manning
	Principal Executive Officer

EX-31.B

Exhibit 31.b

I,Marc Teal, certify that:

1.I have reviewed this annual report on Form 10-K of Boston Capital Tax Credit Fund III L.P.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:  July 14, 2008	/s/ Marc N. Teal
	Marc N. Teal,
	Principal Financial Officer

EX-32.A

EXHIBIT 32.a

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Boston Capital Tax Credit Fund III L.P. (the “Fund”) on Form 10-K for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John P. Manning, Principal Executive Officer of the general partner of the general partner of the Partnership’s general partner, C&M Management Inc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:

(1)The Report fully complies with the requirements of section 13(a)-15 or 15(d)-15 of the Securities and Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.

Date:
July 14, 2008	/s/ John P. Manning
	John P. Manning
	Principal Executive Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.B

EXHIBIT 32.b

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Boston Capital Tax Credit Fund III L.P. (the “Fund”) on Form 10-K for the period ended March 31, 2008 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Marc N. Teal, Principal Financial Officer of the general partner of the general partner of the Partnership’s general partner, C&M Management Inc., certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge, after due inquiry:

(1)The Report fully complies with the requirements of section 13(a)-15 or 15(d)-15 of the Securities and Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Partnership.

Date:
July 14, 2008	/s/ Marc N. Teal
	Marc. N. Teal
	Principal Financial Officer

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Fund and will be retained by the Fund and furnished to the Securities and Exchange Commission or its staff upon request.

EX-99.1

Exhibit 99.1

SABLE CHASE OF MCDONOUGH, L.P.

FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

SABLE CHASE OF MCDONOUGH, L.P.

FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

CONTENTS

	PAGE
Independent Auditors’ Report Letter	3
Financial Statements:
Balance Sheets	4 & 5
Statements of Operations	6
Statements of Changes in Partners’ Equity (Deficit)	7
Statements of Cash Flows	8
Notes to the Financial Statements	9 - 11
Supplemental Information:
Schedules of Expenses	12

2

Independent Auditors’ Report

To the Partners of

SABLE CHASE OF MCDONOUGH, L.P.

We have audited the accompanying balance sheets of SABLE CHASE OF MCDONOUGH, L.P. as of December 31, 2007 and 2006, and the related statements of operations, changes in partners’ equity (deficit) and cash flows for the years then ended.  These financial statements are the responsibility of the General Partner and management of the Partnership.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the Standards of the Public Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The partnership has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the partnership’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of SABLE CHASE OF MCDONOUGH, L.P., as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental information is presented for the purpose of additional analysis and is not a required part of the basic financial statements.  This supplemental information is the responsibility of the Partnership’s management.  Such information has been subjected to the auditing procedures applied in our audits of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole.

/S/ Pailet, Meunier and LeBlanc CPA

Pailet, Meunier and LeBlanc CPA

Metairie, LA

February 25, 2008

3

SABLE CHASE OF MCDONOUGH, L.P.

(A GEORGIA LIMITED PARTNERSHIP)

BALANCE SHEETS

DECEMBER 31, 2007AND 2006

ASSETS

	2007			2006
CURRENT ASSETS
Cash and cash equivalents	$	40,444		$	58,908
Accounts receivable	59,097			7,408
Management fee receivable	9,676			7,105
Prepaid expenses and other current assets	1,000			1,000
TOTAL CURRENT ASSETS	110,217			74,421
RESTRICTED DEPOSITS AND FUNDED RESERVES
Tenants’ security deposits	41,300			28,650
Real estate tax and insurance escrow	25,267			17,187
Operating reserve	-0-			225,244
Replacement reserve escrow	418,824			351,244
TOTAL RESTRICTED DEPOSITS AND FUNDED RESERVES	485,391			622,325
RENTAL PROPERTY
Buildings and components	11,675,165			11,675,165
Furniture and equipment	775,190			762,190
	12,450,355			12,437,355
Less accumulated depreciation	(6,151,894		)	(5,727,070		)
	6,298,461			6,710,285
Land	502,774			502,774
NET RENTAL PROPERTY	6,801,235			7,213,059
OTHER ASSETS
Deferred loan costs (net of amortization)	21,388			27,677
	$	7,418,231		$	7,937,482

The accompanying notes are an integral part of these financial statements.

4

SABLE CHASE OF MCDONOUGH, L.P.

(A GEORGIA LIMITED PARTNERSHIP)

BALANCE SHEETS

DECEMBER 31, 2007AND 2006

LIABILITIES AND EQUITY (DEFICIT)

	2007			2006
CURRENT LIABILITIES
Current maturities of long-term debt	$	140,548		$	131,890
Accounts payable	222,508			50,036
Accrued interest	24,695			26,027
TOTAL CURRENT LIABILITIES	387,751			207,953
DEPOSITS AND PREPAYMENT LIABILITIES
Tenants’ security deposits	41,300			28,650
LONG-TERM LIABILITIES
Mortgages payable	4,118,118			4,250,009
Less current maturities	(140,548		)	(131,890		)
Advances from General Partner	136,120			-0-
TOTAL LONG-TERM LIABILITIES	4,113,690			4,118,119
TOTAL LIABILITIES	4,542,741			4,354,722
PARTNERS’ EQUITY (DEFICIT)	2,875,490			3,582,760
	$	7,418,231		$	7,937,482

The accompanying notes are an integral part of these financial statements.

5

SABLE CHASE OF MCDONOUGH, L.P.

STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
Revenues:
Rental	$	848,086		$	1,049,986
Laundry	4,509			6,661
Security deposits earned	16,142			24,473
Other	75,419			45,309
TOTAL REVENUES	944,156			1,126,429
Expenses:
Maintenance and operating	341,164			248,616
Utilities	164,349			178,062
Administrative	223,841			258,844
Taxes and insurance	194,835			192,887
Interest	299,579			308,870
Depreciation and amortization	448,113			435,558
TOTAL EXPENSES	1,671,881			1,622,837
INCOME (LOSS) FROM RENTAL OPERATIONS	(727,725		)	(496,408		)
Other income and (expenses):
Interest income	20,455			27,156
Gain (loss) on disposition of rental property	-0-			(151,793		)
Partnership management and reporting fees	-0-			(10,665		)
Gain (loss) from involuntary conversion	-0-			(46,185		)
TOTAL OTHER INCOME AND (EXPENSES)	20,455			(181,487		)
NET INCOME (LOSS)	$	(707,270	)	$	(677,895	)

The accompanying notes are an integral part of these financial statements.

6

SABLE CHASE OF MCDONOUGH, L.P.

STATEMENTS OF CHANGES IN PARTNERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

				General			Limited
	Total			Partner(s)			Partner(s)
Partners’ equity (deficit) - January 1, 2006	$	4,260,655		$	228,239		$	4,032,416
Net income (loss)	(677,895		)	(6,779		)	(671,116		)
Partners’ equity (deficit) - December 31, 2006	3,582,760			221,460			3,361,300
Net income (loss)	(707,270		)	(7,073		)	(700,197		)
Partners’ equity (deficit) - December 31, 2007	$	2,875,490		$	214,387		$	2,661,103

The accompanying notes are an integral part of these financial statements.

7

SABLE CHASE OF MCDONOUGH, L.P.

STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007			2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(707,270	)	$	(677,895	)
Adjustments to reconcile net income (loss) to net cash provided by (used by) operating activities:
Depreciation and amortization	448,113			435,558
(Gain) loss on disposition of rental property	-0-			151,793
(Gain) loss from involuntary conversion	-0-			46,185
Changes in:
Accounts receivable	(51,689		)	32,092
Management fee receivable	(2,571		)	(1,095		)
Tax and insurance escrow	(8,080		)	8,179
Operating reserve	225,244			49,228
Accounts payable	172,472			36,878
Accrued expenses	(1,332		)	-0-
TOTAL ADJUSTMENTS	782,157			758,818
NET CASH PROVIDED BY (USED BY) OPERATING ACTIVITIES	74,887			80,923
CASH FLOWS FROM INVESTING ACTIVITIES:
Deposits to reserve for replacements	(67,580		)	215,442
Purchase of rental property	(30,000		)	(320,894		)
Gain (loss) from involuntary conversion	-0-			(46,185		)
NET CASH PROVIDED BY (USED BY) INVESTING ACTIVITIES	(97,580		)	(151,637		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage loans	(131,891		)	(123,931		)
Insurance escrow from hurricane	-0-			137,653
Advances from General Partner	136,120			-0-
NET CASH PROVIDED BY (USED BY) FINANCING ACTIVITIES	4,229			13,722
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(18,464		)	(56,992		)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR	58,908			115,900
CASH AND CASH EQUIVALENTS - END OF YEAR	$	40,444		$	58,908
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest	$	300,911		$	308,870

The accompanying notes are an integral part of these financial statements.

8

SABLE CHASE OF MCDONOUGH, L.P.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

A.ORGANIZATION

The Partnership was formed as a Limited Partnership under the laws of the State of Georgia, on May 1, 1992, for the purpose of acquiring land, owning, constructing and operating a 225 unit multi-family rental housing project.

B.SIGNIFICANT ACCOUNTING POLICIES

Accounting Method

The accompanying financial statements have been prepared on the accrual basis of accounting.

Rental Income

Rental income is recognized as rentals become due.  Rental payments received in advance are deferred until earned.  All leases between the Partnership and the tenants of the property are operating leases.

Property and Equipment

Buildings, improvements and equipment are being depreciated on various methods over 5 to 27.5 years for both financial statement and income tax accounting purposes. Expenditures for maintenance and repairs are charged to expense as incurred.  The Partnership reviews its investment in real estate for impairment whenever events or changes in circumstances indicate that the carrying value of such property may not be recoverable.  There were no impairment losses recognized in 2007 or 2006.

Use of Estimates

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

Cash and Cash Equivalents

For the purposes of the statement of cash flows, the Partnership considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

C.INCOME TAXES

No income tax provision has been included in the financial statements because income or loss of the Partnership is required to be reported by the respective partners on their income tax returns.

9

SABLE CHASE OF MCDONOUGH, L.P.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

D.MORTGAGES PAYABLE

The first mortgage payable to Mass Mutual Life Insurance Company is nonrecourse and is collateralized by a first mortgage on the rental property.  This mortgage bears interest at 8.45% per annum.  The proceeds were used to refinance the First Union National Bank of Florida loan.

$33,289 payable monthly until the principal and interest are fully paid except that the final installment shall be due and payable on December 1, 2020.

The second mortgage payable to Georgia Housing and Finance Authority, under the HOME Program, provided non-interest bearing construction financing of $1,000,000.  The construction loan was converted to permanent financing in 1995.  The note is collateralized by a deed to secure debt on the partnership rental property, subordinate to Mass Mutual Life Insurance Company’s lien on the property.

$2,778 is payable monthly until 2035, when unpaid principal becomes due.

Maturities of the notes payable are as follows for the years ended December 31:

	First Mortgage		Second Mortgage
2008	$	107,215	$	33,333
2009	116,634		33,333
2010	126,880		33,333
2011	138,027		33,333
2012	150,153		33,333
Thereafter	2,868,098		444,446
	$	3,507,007	$	611,111

The liability of the Partnership is limited to the underlying value of the real estate collateral.

E.TRANSACTIONS WITH RELATED PARTIES

An affiliate performs rental, administrative and accounting services for SABLE CHASE OF MCDONOUGH, L.P. in its capacity as managing agent of the Project for which the affiliate received $55,007 in 2007 and $72,693 in 2006.

The Partnership is committed to pay a non-cumulative annual fee of $28,125  to its General Partner for management services and a non-cumulative annual fee of $10,665  to an affiliate of the Limited Partner for reporting services if and when sufficient cash flow, as defined in the partnership agreement is available.  The Partnership paid management and reporting fees of $0 to the General Partner in the year 2007 and $0 in the year 2006.  The Partnership paid reporting fees of $0 for the year 2007 and $10,665 for 2006 to an affiliate of the Limited Partner.

Continued...   

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SABLE CHASE OF MCDONOUGH, L.P.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

E.TRANSACTIONS WITH RELATED PARTIES (CONTINUED)

The General Partner is obligated through the terms of the Partnership, to advance funds to the Partnership to cover deficits that may arise, as defined in the partnership agreement.  An advance of $136,120 has been made by the General Partner under this guaranty through December 31, 2007.

F.CONCENTRATION OF CREDIT RISK

The Partnership has funds exceeding $100,000 in a single financial institution, which exceeds the FDIC insurable limits.

G.VULNERABILITY DUE TO CERTAIN CONCENTRATIONS

The Partnership’s operations are concentrated in the multi-family real estate market.  In addition, the Partnership operates in a heavily regulated environment.  The operations of the Partnership are subject to the administrative directives, rules and regulations of federal, state and local regulatory agencies.  Such administrative directives, rules and regulations are subject to change by acts of or administrative changes mandated by these regulatory agencies.  Such changes occur with little notice or inadequate funding to pay for the related cost, including the additional administrative burden, to comply with a change.

H.GAIN FROM INVOLUNTARY CONVERSION

The Project sustained tornado damage in 2004 and carries commercial insurance to cover the damages. Funds were being held in escrow by the mortgage company, Mass Mutual Life Insurance Company, and were disbursed in 2006.  During 2006, the Project received proceeds from the insurance company of $0, and spent $286,438, of which $240,253 was capitalized for roof replacement.  The net amount of ($46,185) for 2006 is reported in the Statement of Operations under the caption Gain (loss) from involuntary conversion. As of December 31, 2006, the Project has completed all the repairs.

I.TAXABLE INCOME (LOSS)

A reconciliation of financial statement net income (loss) to taxable income (loss) of the Partnership for the years ended December 31, 2007 and 2006 is as follows:

	2007			2006
Financial statement net income (loss)	$	(707,270	)	$	(677,895	)
Adjustments:
Gain from involuntary conversion	-0-			46,185
Taxable income (loss)	$	(707,270	)	$	(631,710	)

11

SABLE CHASE OF MCDONOUGH, L.P.

SCHEDULES OF EXPENSES

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006

	2007		2006
MAINTENANCE AND OPERATING
Repairs - payroll	$	70,529	$	62,546
- supply	72,296		50,311
- contract	25,375		9,625
Painting and decorating	27,022		14,759
Grounds	40,814		45,283
Services	89,748		54,921
Furniture and furnishing replacement	15,380		11,173
	$	341,164	$	248,616
UTILITIES
Electricity	$	40,816	$	34,808
Internet service	160		995
Water	56,932		61,270
Sewer	46,380		52,526
Fuel	1,351		1,784
Garbage and trash removal	18,710		26,680
	$	164,349	$	178,062
ADMINISTRATIVE
Site management payroll	$	57,330	$	65,501
Management fee	55,007		72,693
Auditing	6,855		7,612
Legal	21,324		22,985
Advertising	20,130		22,984
Telephone	4,790		5,476
Office supplies	29,483		25,965
Health insurance	7,881		14,078
Payroll taxes	11,610		14,512
Homeowner incentive	4,103		1,650
Workmen’s compensation	5,328		5,388
	$	223,841	$	258,844
TAXES AND INSURANCE
Real estate taxes	$	113,121	$	113,264
Other taxes, licenses and permits	1,222		1,197
Property and liability insurance	80,492		78,426
	$	194,835	$	192,887

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