10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x	Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended March 31, 2009 or
o	TRANSITION 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

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, 2009

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, 2009, 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, 2009 the Fund had invested in 43 Operating Partnerships on behalf of Series 15, 48 Operating Partnerships on behalf of Series 16, 44 Operating Partnerships on behalf of Series 17, 29 Operating Partnerships on behalf of Series 18 and 22 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 1 A.        Risk Factors

As used in this Item 1 A, 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 186 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, 2009

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
April Gardens Apts. III	Las Piedras, PR	32	$	1,412,532	09/92	05/93	100	%	$	279,823
Autumwood Heights	Keysville, VA	40	1,232,776		08/92	01/93	100	%	256,700
Barton Village Apartments	Arlington, GA	18	489,839		10/92	03/93	100	%	101,154
Bergen Meadows	Bergen, NY	24	953,805		07/92	07/92	100	%	199,420
Bridlewood Terrace	Horse Cave, KY	24	749,645		01/94	01/95	100	%	167,679
Brunswick Commons	Lawrenceville, VA	24	764,711		03/92	09/92	100	%	152,282
Buena Vista Apartments, Phase II	Union, SC	44	1,397,248		03/92	01/92	100	%	281,000
Calexico Senior Apts.	Calexico, CA	38	1,852,093		09/92	09/92	100	%	366,220
Chestnut Hills Estates	Altoona, AL	24	707,552		09/92	09/92	100	%	146,500
Columbia Heights Apts.	Camden, AR	32	1,231,602		10/92	09/93	100	%	247,599
Deerfield Commons	Crewe, VA	39	1,183,309		04/92	06/92	100	%	242,430

7

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
East Park Apts. I	Dilworth, MN	24	$	460,453	06/94	01/94	100	%	$	406,100
Graham Village Apts.	Graham, NC	50	1,109,461		10/94	06/95	100	%	919,461
Greentree Apts.	Utica, OH	24	652,980		04/94	10/75	100	%	76,069
Greenwood Village	Fort Gaines, GA	24	644,734		08/92	05/93	100	%	131,268
Hadley’s Lake Apts.	East Machias ME	18	998,439		09/92	01/93	100	%	291,400
Hammond Heights Apts.	Westernport, MD	35	1,428,102		07/92	02/93	100	%	327,944
Harvest Point Apts.	Madison, SD	30	1,152,404		03/95	12/94	100	%	268,760
Hearthside II	Portage, MI	60	1,760,255		04/92	11/92	100	%	1,153,620
Lakeside Apts.	Lake Village AR	32	1,175,638		08/94	08/95	100	%	282,004
Laurelwood Apartments, Phase II	Winnsboro, SC	32	1,027,838		03/92	02/92	100	%	229,986
Lebanon Village II	Spring Grove, VA	24	875,527		08/92	02/93	100	%	169,000
Livingston Plaza	Livingston, TX	24	639,806		12/92	11/93	100	%	176,534
Manning Lane Apts.	Manning, SC	42	1,412,697		08/92	03/93	100	%	296,436

8

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Marshall Lane Apts.	Marshallville, GA	18	$	531,091	08/92	12/92	100	%	$	114,200
Meadow View Apts.	Grantsville, MD	36	1,426,264		05/92	02/93	100	%	291,322
Monark Homes	Van Buren & Barling, AR	10	299,322		06/94	03/94	100	%	239,800
North Prairie Manor Apts.	Plainwell, MI	28	841,640		09/92	05/93	100	%	206,820
North Trail Apts.	Arkansas City, KS	24	783,094		09/94	12/94	100	%	194,118
Payson Senior Center Apts.	Payson, AZ	39	1,432,354		08/92	08/92	100	%	365,755
Rainier Manor Apts.	Mt. Rainier, MD	104	3,383,134		04/92	01/93	100	%	1,095,382
Ridgeview Apartments	Brainerd, MN	24	832,253		03/92	01/92	100	%	165,434

9

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Rio Mimbres II Apts	Deming, NM	24	$	744,238	04/92	04/92	100	%	$	149,811
Shenandoah Village	Shenandoah, PA	34	1,413,213		08/92	02/93	100	%	317,136
Showboat Manor Apts.	Chesaning, MI	26	764,059		07/92	02/93	100	%	178,084
Spring Creek II Apts.	Derby, KS	50	601,681		04/92	06/92	100	%	1,060,282
Sunset Sq. Apts.	Scottsboro, AL	24	709,407		09/92	08/92	100	%	143,900
Timmons Village Apts.	Lynchburg, SC	18	599,341		05/92	07/92	100	%	122,450
University Meadows	Detroit, MI	53	2,279,381		06/92	12/92	100	%	1,676,750
Village Woods	Healdton, OK	24	665,949		08/94	12/94	100	%	173,616
Villas Del Mar	Urb.Corales de Hatillo, PR	32	1,414,127		08/92	08/92	100	%	307,200
Weedpatch Country Apts.	Weedpatch, CA	36	1,892,197		01/94	09/94	100	%	461,197
Whitewater Village Apts.	Ideal, GA	18	504,866		08/92	11/92	100	%	108,000

10

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
1413 Leavenworth Apts.	Omaha, NE	60	$	1,795,185	12/92	03/93	100	%	$	1,287,526
Abbey Orchards Apts.II	Nixa, MO	56	1,157,381		08/94	07/94	100	%	1,137,750
Bernice Villa Apts.	Bernice, LA	32	846,794		05/93	10/93	100	%	200,476
Brunswick Manor Apts.	Lawrence-ville , VA	40	1,358,022		02/94	07/94	100	%	278,519
Canterfield Manor	Denmark, SC	20	736,854		11/92	01/93	100	%	175,959
Cape Ann YMCA Community Ctr.	Gloucester, MA	23	182,859		01/93	12/93	100	%	693,132
Carriage Park Village	Westville, OK	24	659,277		02/93	07/93	100	%	144,714
Cedar Trace Apts.	Brown City, MI	16	482,123		10/92	07/93	100	%	102,500

11

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Crystal Ridge Apts.	Davenport, IA	126	$	3,295,287	10/93	02/94	100	%	$	3,032,972
Cumberland Woods Apts.	Middlesboro, KY	40	1,392,062		12/93	10/94	100	%	412,700
Deer Run Apts.	Warrenton, NC	31	556,912		08/93	03/93	100	%	572,200
Fairmeadow Apts.	Latta, SC	24	844,276		01/93	07/93	100	%	195,400
Falcon Ridge Apts.	Beattyville, KY	32	993,024		04/94	01/95	100	%	247,200
Forest Pointe Apts.	Butler, GA	25	713,592		12/92	09/93	100	%	162,397
Greenfield Properties	Greenfield, MO	20	505,971		01/93	05/93	100	%	126,046
Harmony House Apts.	Galax, VA	40	1,389,851		11/92	07/93	100	%	285,588
Haynes House Apartments	Roxbury, MA	131	3,411,966		08/94	09/95	100	%	2,005,814
Holly Tree Manor	Holly Hill, SC	24	849,445		11/92	02/93	100	%	201,490
Isola Square Apartments	Isola, MS	32	929,922		11/93	04/94	100	%	246,722

12

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Joiner Manor	Joiner, AR	25	$	736,493	01/93	06/93	100	%	$	149,670
Landview Manor	Bentonia, MS	28	806,383		07/93	02/94	100	%	190,109
Laurel Ridge Apts.	Idabel, OK	52	1,311,003		04/93	12/93	100	%	282,606
Lawtell Manor Apts.	Lawtell, LA	32	849,568		04/93	08/93	100	%	202,603
Logan Lane Apts	Ridgeland, SC	36	1,246,899		09/92	03/93	100	%	274,750
Meadows of Southgate	Southgate, MI	83	2,001,110		07/93	05/94	100	%	1,716,000
Mendota Village Apts	Mendota, CA	44	1,887,366		12/92	05/93	100	%	438,300
Mid City Apts.	Jersey City, NJ	58	2,324,970		09/93	06/94	100	%	3,097,210
Newport Elderly Apts.	Newport, VT	24	1,134,316		02/93	10/93	100	%	221,626
Oak Forest Apts.	Eastman, GA	41	1,117,594		12/92	10/93	100	%	251,269

13

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Parkwoods Apts.	Anson, ME	24	$	1,229,710	12/92	09/93	100	%	$	320,206
Plantation Manor	Tchula, MS	28	789,164		07/93	12/93	100	%	195,030
Ransom St. Apartments	Blowing Rock, NC	13	493,874		12/93	11/94	100	%	100,249
Sable Chase of McDonough	McDonough, GA	222	3,977,570		12/93	12/94	100	%	5,618,968
Simmesport Square Apts.	Simmesport, LA	32	863,022		04/93	06/93	100	%	198,500
St. Croix Commons Apts.	Woodville, WI	40	826,375		10/94	12/94	100	%	534,847
St. Joseph Square Apts.	St. Joseph, LA	32	907,569		05/93	09/93	100	%	206,086
Stony Ground Villas	St. Croix, VI	22	1,360,843		12/92	06/93	100	%	358,414
Talbot Village II	Talbotton, GA	24	650,405		08/92	04/93	100	%	129,683
Tan Yard Branch Apts. I	Blairsville, GA	24	731,524		12/92	09/94	100	%	151,154
Tan Yard Branch Apts. II	Blairsville, GA	25	716,630		12/92	07/94	100	%	144,304

14

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
The Woodlands	Tupper Lake, NY	18	$	898,695	09/94	02/95	100	%	$	214,045
Tuolumne City Senior Apts.	Tuolumne, CA	30	1,531,586		12/92	08/93	100	%	376,535
Turtle Creek Apts.	Monticello, AR	27	813,931		05/93	10/93	100	%	185,392
Victoria Pointe Apts.	North Port, FL	42	1,387,035		10/94	01/95	100	%	338,058
Vista Linda Apartments	Sabana Grande, PR	50	2,424,968		01/93	12/93	100	%	445,530
West End Manor	Union, SC	28	945,801		05/93	05/93	100	%	231,741
Willcox Senior Apts.	Willcox, AZ	30	1,057,223		01/93	06/93	100	%	268,747
Woods Landing Apts.	Damascus, VA	40	1,387,409		12/92	09/93	100	%	286,171

15

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Annadale Apartments	Fresno, CA	222	$	13,801,468	01/96	06/90	100	%	$	1,108,873
Artesia Properties	Artesia, NM	40	1,333,391		09/94	09/94	100	%	399,464
Aspen Ridge Apts.	Omaha, NE	42	885,815		09/93	11/93	100	%	809,750
Briarwood Apartments	Clio, SC	24	860,259		12/93	08/94	100	%	211,133
Briarwood Apartments of DeKalb	DeKalb, IL	48	944,909		10/93	06/94	100	%	1,041,834
Briarwood Village	Buena Vista, GA	38	1,086,849		10/93	05/94	100	%	252,700
Brookwood Village	Blue Springs, MO	72	2,084,844		12/93	12/94	100	%	1,629,100
Cairo Senior Housing	Cairo, NY	24	1,028,848		05/93	04/93	100	%	201,711
Central House	Cambridge, MA	128	1,389,832		04/93	12/93	100	%	2,498,109
Clinton Estates	Clinton, MO	24	709,559		12/94	12/94	100	%	162,717
College Greene Senior Apts	Chili, NY	110	3,672,955		03/95	08/95	100	%	232,545

16

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Crofton Manor Apts.	Crofton, KY	24	$	759,235	04/93	03/93	100	%	$	168,420
Deerwood Village Apts	Adrian, GA	20	611,202		02/94	07/94	100	%	160,900
Doyle Village	Darien, GA	38	1,122,148		09/93	04/94	100	%	235,509
Fuera Bush Senior Housing	Fuera Bush, NY	24	1,051,780		07/93	05/93	100	%	189,364
Gallaway Manor Apts.	Gallaway, TN	36	1,009,983		04/93	05/93	100	%	221,432
Glenridge Apartments	Bullhead City, AZ	52	1,967,670		06/94	06/94	100	%	520,500
Green Acres Estates	West Bath, ME	48	943,002		01/95	11/94	100	%	135,849
Green Court Apartments	Mt. Vernon, NY	76	2,239,010		11/94	11/94	100	%	964,813
Henson Creek Manor	Fort Washington, MD	105	3,812,357		05/93	04/94	100	%	2,980,421
Hickman Manor Apts. II	Hickman, KY	16	505,287		11/93	12/93	100	%	134,094
Hill Estates, II	Bladenboro, NC	24	969,496		03/95	07/95	100	%	132,300
Houston Village	Alamo, GA	24	644,092		12/93	05/94	100	%	169,418
Isola Square Apts.	Greenwood, MS	36	1,026,912		11/93	08/94	100	%	304,556

17

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Ivywood Park Apts.	Smyrna, GA	106	$	3,520,504	06/93	10/93	100	%	$	2,093,847
Jonestown Manor Apts.	Jonestown, MS	28	833,495		12/93	12/94	100	%	243,605
Largo Ctr. Apartments	Largo, MD	100	3,850,090		03/93	06/94	100	%	2,753,475
Laurel Ridge Apts.	Naples, FL	78	2,937,603		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	2,970,215		04/94	07/95	100	%	1,416,091
Oakwood Manor of Bennetts-ville	Bennetts-ville, SC	24	839,850		09/93	12/93	100	%	89,200
Opelousas Point Apts.	Opelousas, LA	44	1,318,646		11/93	03/94	100	%	439,277
Palmetto Villas	Palmetto, FL	49	1,542,942		05/94	04/94	100	%	421,795
Park Place	Lehigh Acres, FL	36	1,299,485		02/94	05/94	100	%	283,687
Pinehurst Senior Apts.	Farwell, MI	24	765,460		02/94	02/94	100	%	183,176
Quail Village	Reedsville, GA	31	836,040		09/93	02/94	100	%	171,855
Royale Townhomes	Glen Muskegon, MI	79	2,322,688		12/93	12/94	100	%	909,231

18

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Seabreeze Manor	Inglis, FL	37	$	1,185,967	03/94	01/95	100	%	$	294,387
Soledad Senior Apts.	Soledad, CA	40	1,853,484		10/93	01/94	100	%	407,894
Stratford Place	Midland, MI	53	836,046		09/93	06/94	100	%	902,915
Waynesburg House Apts.	Waynesburg, PA	34	1,433,510		07/94	12/95	100	%	501,140
West Front Residence	Skowhegan, ME	30	1,398,563		09/94	08/94	100	%	487,390
West Oaks Apartments	Raleigh, NC	50	1,572,174		06/93	07/93	100	%	811,994
White Castle Manor	White Castle, LA	24	746,607		06/94	05/94	100	%	198,684

19

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Arch Apartments	Boston, MA	75	$	1,768,584	04/94	12/94	100	%	$	3,017,845
Bear Creek Apartments	Naples, FL	118	4,751,805		03/94	04/95	100	%	3,586,687
Briarwood Apartments	Humbolt, IA	20	685,709		08/94	04/95	100	%	162,536
California Apartments	San Joaquin, CA	42	1,736,371		03/94	12/94	100	%	519,100
Chelsea Sq. Apartments	Chelsea, MA	6	301,393		08/94	12/94	100	%	451,929
Clarke School	Newport, RI	56	2,373,729		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	2,563,630		08/94	01/95	100	%	1,627,293
Glen Place Apartments	Duluth, MN	35	997,600		04/94	06/94	100	%	1,328,621
Harris Music Building	West Palm Beach, FL	38	1,504,179		06/94	11/95	100	%	1,286,304
Kristine Apartments	Bakersfield,CA	60	1,040,823		10/94	10/94	100	%	1,636,293
Lakeview Meadows II	Battle Creek, MI	60	1,439,290		08/93	05/94	100	%	1,029,000

20

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Leesville Elderly Apts.	Leesville, LA	54	$	1,869,191	06/94	06/94	100	%	$	776,500
Lockport Seniors Apts.	Lockport, LA	40	1,088,894		07/94	09/94	100	%	595,439
Maple Leaf Apartments	Franklinville,NY	24	1,063,049		08/94	12/94	100	%	296,587
Marengo Park Apts.	Marengo, IA	24	719,423		10/93	03/94	100	%	133,552
Meadowbrook Apartments	Oskaloosa, IA	16	463,665		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	1,388,175		06/94	12/94	100	%	644,175
Newton Plaza Apts.	Newton, IA	24	776,851		11/93	09/94	100	%	166,441
Oakhaven Apartments	Ripley, MS	24	468,691		01/94	07/94	100	%	116,860
Parvin’s Branch Townhouses	Vineland, NJ	24	466,033		08/93	11/93	100	%	761,856

21

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Peach Tree Apartments	Felton, DE	32	$	1,419,272	01/94	07/93	100	%	$	206,100
Pepperton Villas	Jackson, GA	29	829,265		01/94	06/94	100	%	222,762
Prestonwood Apartments	Bentonville,AR	62	583,671		12/93	12/94	100	%	1,067,200
Rio Grande Apartments	Eagle Pass, TX	100	1,986,447		06/94	05/94	100	%	666,840
Vista Loma Apartments	Bullhead City, AZ	41	1,547,426		05/94	09/94	100	%	465,650
Vivian Seniors Apts.	Vivian, LA	40	219,640		07/94	09/94	100	%	625,691
Westminster Meadow	Grand Rapids, MI	64	1,862,873		12/93	11/94	100	%	1,378,000

22

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Callaway Villa	Holt’s Summit, MO	48	$	965,570	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	2,373,729		12/94	12/94	100	%	1,153,719
Coopers Crossing	Irving, TX	93	3,149,397		06/96	12/95	100	%	2,145,000
Delaware Crossing Apartments	Ankeny, IA	152	2,774,893		08/94	03/95	100	%	3,337,884
Hebbronville Senior	Hebbronville, TX	20	493,057		12/93	04/94	100	%	82,592
Jefferson Square	Denver, CO	64	2,151,255		05/94	08/95	100	%	1,715,351
Lone Star Senior	Lone Star, TX	24	581,742		12/93	05/94	100	%	138,740
Mansura Villa II Apartments	Mansura, LA	32	919,785		05/94	08/95	100	%	227,910
Maplewood Park Apts.	Union City, GA	110	2,970,215		04/94	07/95	100	%	1,416,091
Martindale Apts.	Martindale, TX	24	638,795		12/93	01/94	100	%	154,790

23

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

PROPERTY PROFILES AS OF MARCH 31, 2009

Continued

Property Name	Location	Units	Mortgage Balance As of 12/31/08		Acq Date	Const Comp	Qualified Occupancy 3/31/09		Cap Con Paid Thru 3/31/09
Munford Village	Munford, AL	24	$	722,909	10/93	04/94	100	%	$	165,800
Northpoint Commons	Kansas City, MO	158	4,054,712		07/94	06/95	100	%	2,124,024
Poplar Ridge Apts.	Madison, VA	16	624,691		12/93	10/94	100	%	124,704
Prospect Villa III Apartments	Hollister, CA	30	1,676,764		03/95	05/95	100	%	499,104
Seville Apartments	Forest Village, OH	24	635,806		03/94	03/78	100	%	71,780
Sherwood Knoll	Rainsville, AL	24	746,809		10/93	04/94	100	%	162,500
Summerset Apartments	Swainsboro, GA	30	903,612		01/94	11/95	100	%	223,029
Tanglewood Apartments	Lawrenceville, GA	130	3,639,503		11/93	12/94	100	%	3,020,840
Village North I	Independence, KS	24	813,262		06/94	12/94	100	%	190,471
Vistas at Lake Largo	Largo, MD	110	4,378,882		12/93	01/95	100	%	2,833,420
Wedgewood Lane Apartments	Cedar City, UT	24	959,425		06/94	09/94	100	%	262,800

24

Item 3.    Legal Proceedings

None.

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

None.

25

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, 2009 the Fund has 12,823 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 2,380 investors holding 3,870,500 BACs, Series 16 consists of 3,287 investors holding 5,429,402 BACs, Series 17 consists of 2,835 investors holding 5,000,000 BACs, Series 18 consists of 2,046 investors holding 3,616,200 BACs, and Series 19 consists of 2,275 investors holding 4,080,000 BACs at March 31, 2009.
(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, 2009.
	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.

26

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements 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, 2009 were $2,166,851, and total fund management fees accrued as of March 31, 2009 were $23,758,914.  During the year ended March 31, 2009 the Fund paid fees of $3,974,841 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.

27

During the fiscal year ended March 31, 2009, the Fund did not use any of Series 15 net offering proceeds to pay outstanding installments of its capital contributions. As of March 31, 2009, 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, 2009, 25 of the properties have been disposed of and 43 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, 2009, the Fund did not use any of Series 16 net offering proceeds to pay outstanding installments of its capital contributions. As of March 31, 2009, 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, 2009, 16 of the properties have been disposed of and 48 remain. The Fund had completed payment of all installments of its capital contributions to 62 of the 64 Operating Partnerships.  Series 16 has $51,792 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 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, 2009, the Fund did not use any of Series 17 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2009, 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, 2009, 5 of the properties have been disposed of and 44 remain. The Fund had completed payments of all installments of its capital contributions to 44 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, 2009.  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, 2009, the Fund did not use any of Series 18 net offering proceeds to pay outstanding installments of its capital contributions.  As of March 31, 2009, 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. As of March 31, 2009, 5 of the properties have been disposed of and 29 remain. The Fund had completed payments of all installments of its capital contributions to 32 of the 34

28

Operating Partnerships. Series 18 has $18,554 in capital contributions that remain to be paid to the other 2 Operating Partnerships.  The remaining contributions will be released when the Operating Partnerships have achieved the conditions set 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, 2009, the Fund did not use any of Series 19 net offering proceeds to pay outstanding installments of its capital contributions. As of March 31, 2009, 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. As of March 31, 2009, 4 of the properties have been disposed of and 22 remain.  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, 2009 and 2008, was $1,546,001 and $2,073,124, 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, 2009 and 2008, the average Qualified Occupancy for the series was 100% and 100%, respectively.  The series had a total of 43 properties at March 31, 2009, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2008 and 2007, the series, in total, generated $2,001,140 and $568,083, 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.

As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 15 was $0 and $209,560, 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.

29

For the years ended March 31, 2009 and 2008, the net income (loss) for series 15 was $535,767 and $(525,430), respectively.  The major components of these amounts are the Fund’s share of income (losses) from Operating Partnership, impairments, and the fund management fee. The variances in net income is due to the income (losses) recorded from the dispositions of Operating Partnerships.

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

30

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 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 in 2008 averaged 70%.  The property receives rental assistance for 23 units, and is generally able to keep those occupied. There are several other low income tax credit developments in the area offering rental assistance. It remains difficult to rent units without rental assistance.  The property is offering two months of free rent as a leasing incentive and the management company continues to advertise heavily in surrounding areas.  Despite the low occupancy, the property operated above breakeven in 2008.  Occupancy averaged 55% through the first quarter of 2009 and operations fell back below breakeven. The operating general partner continues to fund operating deficits as needed.  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 2008, to help improve the reputation of the property, the site manager implemented an improved resident screening program as well as a strict rent collection policy.  Eviction proceedings are initiated if rent is not collected by the fifth of the month. Management has also started to strictly enforce the property’s rules and regulations.  Evictions are now initiated if rules are broken.  As a result, there has been a decline in criminal activity at the site in 2008.  However, average occupancy in 2008 was 71%. As of December 31, 2008, occupancy was 75%, and the property operated below breakeven for the year. Through the first quarter of 2009, occupancy remained low averaging 67%, and the property continued to operate below breakeven.  The continued low occupancy is partially due to economic conditions in the area.  A total of seven evictions for non-payment of rent occurred in February and March 2009. As economic conditions worsen, management is anticipating more evictions over the next few months. However, management is taking immediate actions to improve and stabilize occupancy.  Marketing consists of advertisements in local newspaper and distributing flyers to local business, churches, and schools.  Management has also contacted the local housing authority and has instituted a resident referral program.  To help retain residents, management is currently planning onsite events to enhance the sense of community at the property. The investment general partner has emphasized the importance of resident retention and is working with management to develop more regular social programs and activities at the property. Also, to maintain a safe environment for the residents, the site manager worked with the local police department and was successful in establishing regular afternoon and evening police patrols through the property. 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. Despite an occupancy average of 94%, the property operated below breakeven in 2008 due to high maintenance and utility expenses. In 2008, the property was repainted and siding repairs were made which together comprised an additional $30,000 of maintenance costs.  This was the reason for the decline in operations from

31

2007 to 2008.  Maintenance expenses should decrease in 2009, as no major improvements are planned. The property’s utility expense is high as the cost of water is extremely high in Derby, KS.  The property pays for all water and sewer expenses.  Reduced maintenance costs enabled the property to operate above breakeven through the first quarter of 2009.  As of March 31, 2009, the property was 96% occupied. To help offset the high utility costs, management plans on implementing a rent increase in the second quarter of 2009. 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 was hired and started to focus on outreach to local businesses.  As a result 2007 average occupancy improved to 87%. The operating general partner passed away in the second quarter of 2007, and his widow assumed the responsibilities. Communication has been extremely difficult as calls, letters, and e-mails go unanswered. The 2008 occupancy improved through the third quarter averaging 91%; however, December occupancy decreased to 79%. Further improvements are still needed as the property is operating below breakeven. During the first quarter of 2009, the operating general partner learned that the current management company’s contract had been terminated as of December 31, 2008. In addition, Rural Development has accelerated the note and started foreclosure proceedings.  Although the operating general partner appealed, the appeal was denied. The investment general partner learned of these developments from the real estate broker engaged by the operating general partner. There is a reputable operating general partner that is interested in acquiring the operating general partner and investment general partner interests.  We anticipate an offer by year-end. The affiliated management company of the potential operating general partner has already been placed on-site by Rural Development.  The investment general partner will continue to work with the potential incoming operating general partner and Rural Development until there is a resolution to the foreclosure proceedings. The total potential recapture is $19,779.  The low income housing tax credit compliance period expires at year-end 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, $1,455 represents reporting fees due to an affiliate of the investment partnership and the balance represents 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 $20,545 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 $20,545 as of March 31, 2008.

32

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 sales proceeds of $7,188 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 was 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. Occupancy has averaged 77% and 81% for 2007 and 2008, respectively.  Traffic remained slow through the fourth quarter of 2008 and into the first quarter of 2009. To improve occupancy the site manager is continuing to work with local community groups and Section 8 to attract potential residents. Overall, in 2008 the property’s operations have improved compared to 2007. In 2008, due to rental increases that were implemented early in the year, total revenue increased by about 12%, allowing the property to operate with a smaller deficit. Through the first quarter 2009, average physical occupancy was 78%. In 2009, this property will continue to face several challenges. 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 was approved by Rural Development in May 2008. 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. According to the workout plan, the replacement reserve funding requirement was waived in 2008 which allowed those scheduled deposits to be allocated to the funding of the tax and insurance

33

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. As part of the workout plan two rental increases were approved, one in May 2008, and another one in May 2009, which will directly go towards the funding of the escrow accounts. The first approved rental increase occurred in May 2008, raising rental rates by $40. The operating general partner’s operating deficit guarantee has expired. The Operating 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 August 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 outstanding mortgage balance of approximately $590,305 and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 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 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 $20,680 as of September 30, 2008.

In August 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 cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 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 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 $20,680 as of September 30, 2008.

In August 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 cash proceeds to the investment

34

partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 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 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 $20,680 as of September 30, 2008.

In August 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 cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 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 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 $20,680 as of September 30, 2008.

In August 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 cash proceeds to the investment partnership of $25,680.  Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 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 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 $20,680 as of September 30, 2008.

35

In August 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 cash proceeds to the investment partnership of $18,190.  Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $13,190 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 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 $13,190 as of September 30, 2008.

In August 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 cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 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 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 $20,680 as of September 30, 2008.

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 nonaffiliated 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 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $15,000 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 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 investment in the Operating Partnership in accordance with the equity method of accounting, had previously

36

reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership in the amount of $15,000 has been recorded as of June 30, 2008.

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 received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 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 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 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 $22,600 as of September 30, 2008.

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 received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $22,600 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 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 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 $22,600 as of September 30, 2008.

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 received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 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 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

37

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 $22,600 as of September 30, 2008.

In November 2008, the investment general partner entered into an agreement to transfer its interest in Virgen Del Pozo, Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,226,877 and cash proceeds to the investment limited partner of $60,000.  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 $52,500 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 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 $52,500 as of December 31, 2008.

In December 2008, the investment general entered into an agreement to transfer its interest in Far View Housing Associates to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $883,340 and cash proceeds to the investment limited partner of $26,500.  Of the total proceeds received, $1,051 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $7,559 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs and transfer tax.  The remaining proceeds of $17,890 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 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 $17,890 as of December 31, 2008.

In October 2008, the investment general partner of Buena Vista Apartments, Phase II approved an agreement to sell the property and the transaction is anticipated to close in June 2009.  The anticipated sales price for the property is $1,568,554, which includes the outstanding mortgage balance of approximately $1,398,554 and cash proceeds to the investment limited partners of $139,806.  Of the total proceeds anticipated to be received, $12,000 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

38

the sale, which includes third party legal costs.  The remaining proceeds from the sale of $112,806 are 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 October 2008, the investment general partner of Timmons Village LP approved an agreement to sell the property and the transaction is anticipated to close in June 2009.  The anticipated sales price for the property is $669,873, which includes the outstanding mortgage balance of approximately $599,873 and cash proceeds to the investment limited partners of $57,860.  Of the total proceeds anticipated to be received, $10,850 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 $32,010 are 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 October 2008, the investment general partner of Sioux Falls Housing Associates One LP approved an agreement to sell the property and the transaction closed on January 29, 2009.  The sales price for the property was $2,209,220, which includes the outstanding mortgage balance of approximately $985,279 and cash proceeds to the investment limited partners of $924,748.  Of the total proceeds received, $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 $909,748 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 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 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 $58,241. Accordingly, a gain on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $851,507 as of March 31, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Valatie LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,205,306 and cash proceeds to the investment limited partner of $36,231.  Of the total proceeds received $1,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,145 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $30,086 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 asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment

39

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 $30,086 as of March 31, 2009.

Rainier Manor Apartments is a 104-unit family development located in Mount Rainier, MD. The property was constructed in 1993. The low income housing tax credit compliance period expired in 2007. At the time of construction, the general contractor installed the water proofing system for the buildings improperly. As such, water has been able to penetrate the exterior which has resulted in deterioration in the structural components. The operating general partner recently became aware of severe structural deficiencies at the property. An engineering report was conducted and estimated costs of repair are $1.3M. The operating general partner has indicated an intention to refinance the debt and take out enough capital to make the necessary repairs as well as purchase the investment limited partner interest in the partnership. As there is a lockout period on the debt, the operating general partner is in negotiations with the master servicer to allow for early prepayment.  It should be noted that so far, two units are down, but there have been no reports of mold growth.  Further, the property is operating above breakeven for 2008 with occupancy averaging 91% for the year.  The investment general partner is awaiting a response from the lender and will coordinate with the operating general partner to explore all disposition options.

(Series 16).  As of March 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%.  The series had a total of 48 properties at March 31, 2009, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2008 and 2007, the series, in total, generated $3,460,994 and $2,505,999, 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.

As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 16 was $0 and $478,018, 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, 2009, and 2008, the net loss for series 16 was $935,510 and $1,290,259, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnership, impairments, and the fund management fee.

The Fitzgerald Building (Cass Partners, LP) is a 20-unit apartment building located in Plattsmouth, NE. The property operated below breakeven for years as a result of low occupancy. Due to a lack of cash flow, management was unable to turn vacant units. As of December 31, 2008, the Operating Partnership was

40

three years in arrears on the first mortgage from the City of Plattsmouth and in June 2008, the City issued an acceleration notice. In July 2008, the City rescinded the acceleration notice in exchange for agreement from the Operating Partnership to amend the maturity date of the loan from November 11, 2019 to September 1, 2008. In August 2008, the City sold the loan to an unrelated third party lender, who planned to commence foreclosure in 2009. The second mortgage was also in arrears; however, this mortgage was not secured by the property. In addition, real estate taxes were in arrears for the period covering 2005 through 2008. The expiration of the Low Income Housing Tax Credit compliance period was December 31, 2008. Despite an expired operating deficit guaranty, the operating general partner continued to fund operating deficits until recently when he stated he could no longer do so. After contributing sufficient funds to keep the property from being transferred to the lender prior to the end of the December 2008 compliance period, the operating general partner offered to purchase the investment partnership’s interest for a nominal amount, with the intent of subsequently transferring the deed to the lender.  The investment general partner indicated that the value of the property was less than the amount of debt and there would be no proceeds available to either partner of the Operating Partnership through a sale.

In February 2009, the investment general partner entered into an agreement to transfer its interest in Cass Partners, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $591,400 and cash proceeds to the investment limited partners of $0.  There are no proceeds to be returned to the cash reserves held by Series 16. 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, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Summersville Estates LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $593,829 and cash proceeds to the investment limited partner of $17,815.  Of the total proceeds received, $5,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $4,589 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $8,226 were 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. 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 $8,226 as of March 31, 2009.

Croix Commons Limited Partnership (St. Croix Commons Apartments) is a 40-unit, family property located in Woodville, Wisconsin.  The property operated with an average occupancy of 93% in 2008. Based on the most recent information received, occupancy through March 2009 has been consistent with the prior year average. Even though occupancy remains above 90%, low rental rates in the area

41

prevented the property from achieving breakeven operations through the first quarter of 2009. Operating expenses continue to stay below the state average. The management agent continues to market the available units by working closely with the local housing authority and continues various marketing efforts to attract qualified residents.  The operating general partner continues to financially support the Operating Partnership. The operating general partner operating deficit guarantee is unlimited in time and amount.  The mortgage, taxes, insurance and payables are current.

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 throughout 2008, ending at 72% in December. 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.  A new property manager was hired in August 2008.  She is very familiar with the McDonough area and has already begun cross networking with many of the local businesses and associations. During the first quarter of 2009, additional advertising campaigns were started, including an ad in the local Hispanic newspaper, an online listing on which reaches out to safe houses, rehab homes, etc., and new flyers, balloons and flags to enhance the properties visibility within the community. Management forecasts a continued slow but steady increase in occupancy throughout 2009, as demonstrated by 74% in the first quarter of 2009. The operating reserve fund is completely drawn down, and the operating general partner has begun funding deficits under an unlimited operating deficit guarantee. All insurance, real estate taxes and mortgage payments are current. On December 31, 2008, the 15-year low income housing tax credit compliance period expired with respect to Sable Chase of McDonough LP.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

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 was transferred in January 2009 for the assumption of the other half of 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 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.

42

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 was transferred in January 2009 for the assumption of the other half of 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 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 2009, the investment general partner entered into an agreement to transfer its interest in Branson Christian County, L.P. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,261,677 and cash proceeds to the investment partnership of $51,360. Of the total proceeds received, $4,500 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $41,860 will 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. 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 $41,860 as of March 31, 2009. In addition, equity outstanding for the Operating Partnership in the amount of $25 was recorded as gain on the sale of the Operating Partnership as of March 31, 2009.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Westchester Village of St. Joseph, L.P. to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,045,667 and cash proceeds to the investment partnership of $64,200.  Of the total proceeds received, $6,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $53,200 was 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

43

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 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 $79,141. Accordingly, a loss on the sale of the Operating Partnership, net of the overhead and expense reimbursement, has been recorded in the amount of $25,941 as of September 30, 2008.

In August 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 cash proceeds to the investment partnership of $32,100. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $27,100 was 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. 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 $27,100 as of September 30, 2008.

In January 2009, 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 cash proceeds to the investment partnership of $35,310. Of the total proceeds received, $3,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $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 will 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. 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 $27,310 as of March 31, 2009.

Cape Ann YMCA Community Center (Cape Ann YMCA Community Center) is a 23-unit single room occupany property located in Gloucester, MA.  The property’s occupancy has historically remained above 90%.  However, during the first

44

quarter of 2008, upon move-out inspections, it was discovered that there were bed bugs at the property.  The management company took immediate action and had the units professionally treated.  In addition, all carpeting was replaced with hard surface material and wooden furniture was replaced with metal to prohibit the issue from recurring.  The total cost of the work was approximately $13,000 and will be reimbursed from the replacement reserve account.  The occupancy dropped to 78% during the first quarter of 2008 while units remained vacant for treatment.  The work was completed during the second quarter and occupancy increased to 91% by the fourth quarter of 2008. The occupancy dropped slightly in the first quarter of 2009 to 88%.  Management was confident that the occupancy will be above 90% by the second quarter 2009.  The operating general partner’s operating deficit guarantee is unlimited in time and amount. The mortgage, taxes and insurance are all current. On December 31, 2008, the 15-year low income housing tax credit compliance period expired with respect to Cape Ann YMCA Community Center Limited Partnership.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

Branson Christian County II (Abbey Orchards Apartments II) is a 56-unit family property located in Nixa, Missouri.  The property has, historically, operated above breakeven with occupancy above 90%.  However, occupancy began to decline rapidly in the first quarter of 2008 ending at 62% in March.  The site manager subsequently received very low marks for leasing and collections, resulting in her employment termination.  Significant improvements began in April 2008 including a resident survey, heightened curb appeal, an open house, hosting community events and advertising in all area newspapers. As a result of the resident survey, management created a fitness center in an unused portion of the community room adjacent to the laundry facilities. Unit washers and dryers were also offered as move-in specials and will become permanent fixtures to the apartments. Occupancy began to improve in the second quarter and continued to increase through the fourth quarter of 2008, ending the year at 86%. In the first quarter of 2009, average occupancy reached 91%.  The property is expected to return to previous positive operating levels. The operating general partner’s guarantee expired in 2004; however, he continues to fund operating deficits as needed.  The mortgage, taxes and insurance are all current. The low income housing tax credit compliance period expires at year-end 2009.

In November 2008, the investment general partner entered into an agreement to transfer its interest in Gibson Manor Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $843,849 and cash proceeds to the investment limited partner of $27,132.  Of the total proceeds received, $9,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs. The remaining proceeds of $18,132 will 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. 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 $18,132 as of December 31, 2008.

45

In December 2008, the investment general partner entered into an agreement to transfer its interest in Wakefield Housing Associates Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,211,742 and cash proceeds to the investment limited partner of $36,352. Of the total proceeds received, $1,500 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $12,282 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs and transfer tax.  The remaining proceeds of $22,570 will 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. 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 $22,570 as of December 31, 2008.

In December 2008, the investment general partner of Davenport Housing Associates LP approved an agreement to sell the property and the transaction is anticipated to close in December 2009.  The anticipated sales price for the property is $4,100,000, which includes the outstanding mortgage balance of approximately $3,307,345 and cash proceeds to the investment limited partners of $109,478.  Of the total proceeds anticipated to be received, 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 $94,478 are 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 January 2009, the investment general partner entered into an agreement to transfer its interest in Clymer Park Associates LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,397,170 and cash proceeds to the investment limited partner of $18,604.  Of the total proceeds received, $10,023 represents reporting fees due to an affiliate of the investment 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 $1,081 were 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. 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

46

overhead and expense reimbursement, has been recorded in the amount of $1,081 as of March 31, 2009. In addition, equity outstanding for the Operating Partnership in the amount of $20,045 was recorded as gain on the sale of the Operating Partnership as of March 31, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Newport Housing Associates LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,126,791 and cash proceeds to the investment limited partner of $33,804.  Of the total proceeds received, $3,150 represents reporting fees due to an affiliate of the investment 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 $23,154 were 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. 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 $23,154 as of March 31, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Palatine LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,338,476 and cash proceeds to the investment limited partner of $40,234.  Of the total proceeds received, $1,271 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,161 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $33,802 were 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. 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 $33,802 as of March 31, 2009

(Series 17).  As of March 31, 2009 and 2008, the average Qualified Occupancy for the Series was 100%.  The series had a total of 44 properties at March 31, 2009, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2008 and 2007, the series, in total, generated $1,875,898 and $1,803,995, 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

47

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, 2009 and 2008, Investments in Operating Partnerships for Series 17 was $0 and $779,743, 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, 2009 and 2008, the net loss for series 17 was $1,389,081 and $1,011,494, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnership, impairments, and the fund management fee.

Midland Housing LP (Stratford Place Apartments) is a 53-unit, family/elderly property, located in Midland, MI.  There are two other affordable housing complexes in the area.  The property does not receive rental assistance, so the management company keeps rental rates low and offers various concessions. Average occupancy in 2008 was 86%. Administrative and utilities expenses dropped significantly in 2008, but the property continued to operate below breakeven. The operating general partner continues to fund all deficits. Occupancy averaged 80% in the first quarter of 2009 despite the property offering a wide choice of concessions, including a free flat screen TV, free cable for a year and reimbursed moving expenses.  The mortgage, real estate taxes and insurance payments are current.  On December 31, 2008, the 15-year low income housing tax credit compliance period expired with respect to Midland Housing LP.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

Skowhegan Housing, LP (West Front Residence) is a 30-unit deal located in Skowhegan, ME.  Despite an occupancy average of 97%, the property operated below breakeven in 2008 due to high maintenance expenses.  The property also had high accounts payable in 2008.  Through the first quarter of 2009, the property continued to operate below breakeven. The investment general partner has talked to the operating general partner about the potential of refinancing the debt, but they have stated that refinancing is not a worthwhile option due to the high prepayment penalty on the loan. Occupancy remains strong, but the payables continue to grow.  The investment general partner will work with the operating general partner to ensure the payables are paid down.  All taxes, insurance and mortgages are current. On December 31, 2008, the 15-year low income housing tax credit compliance period expired with respect to Skowhegan Housing, LP.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

Green Acres Limited Partnership (Green Acres Estates) is a 48-unit, (20 Low-Income Housing Tax Credit units) property located in West Bath, Maine. The property operated below breakeven in 2008 due to vacancy loss.  Through the first quarter of 2009 the property continues to operate below breakeven due to low occupancy.  The turnaround time on vacated units and the lack of funds to make vacant units rent ready have contributed greatly to the decrease in occupancy. The investment general partner is currently working with the operating general partner to have money advanced to the property to update the four remaining units that need significant work and to pay down the accounts payable. The remaining vacant units were to be made ready in the first quarter of 2009, but with the delayed cash infusion by the operating general partner,

48

the work in the vacant units will be completed in the second quarter of 2009. The investment general partner will continue to follow-up with the operating general partner to ensure that work is completed in the second quarter.  In the first quarter of 2009, the Operating Partnership assumed new management.  The new management has experience in the area and has stated that once the vacant units become rent ready, then they will 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. On December 31, 2009, the 15-year low income housing tax credit compliance period will expire with respect to Green Acres Limited Partnership.

Park Place II, Ltd (Park Place Apartments) is a 34-unit property located in Lehigh Acres, FL. In 2008 the property operated below breakeven due primarily to low occupancy; occupancy averaged 83%. Through the first quarter of 2009, the property continues to operate below breakeven due to poor occupancy and an increase in administrative expenses. As of March 31, 2009, the property was 66% occupied. Occupancy is weak due to depressed market conditions. Lehigh Acres is a rural town that experienced a large housing and construction boom until the housing bubble burst in 2007. Most of the jobs in the area were tied to real estate and construction. Homes are now selling for 80% of their peak prices and the area is experiencing massive layoffs. Residents are leaving the community because they are not able to afford the rent or are relocating to find work elsewhere. The property is competing with individuals that are renting their homes at discounted rents to avoid losing their homes to foreclosure. Also, those that can still afford the rents are choosing to live in newer apartment communities with more amenities than Park Place. To compete with newer competition in the area, management requested and was granted a $70/month reduction in rents by Rural Development. The rent reductions commenced on April 1, 2009. Management is confident that the lower rents will entice potential residents to rent at the property. The investment general partner visited the property on April 2, 2009 to conduct a physical inspection of the property and assess management. Many of the units were not found in rent ready condition. This issue was addressed with the regional manager, who stated that the property manager was terminated in May 2009 due to non-performance and his inability to keep the vacant units in rent ready condition. With the rent reduction in place, management is confident that occupancy will improve by the end of the second quarter once the vacant units are made rent ready. In the second quarter, management plans on placing advertisements in local rental publications and newspapers which highlight the reduced rental rates. The administrative expenses have increased due to the increased marketing effort by management.  Once occupancy stabilizes and the need for increased marketing decreases, the administrative expenses are expected to decrease.  The investment general partner will work with the new manager to help improve occupancy and operations. All taxes, insurance and mortgage payments are current. On December 31, 2008, the 15-year low income housing tax credit compliance period expired with respect to Park Place II, Ltd. The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

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 re-amortizing the debt and obtaining successive rent increases in 2006 and 2007.  The property operated well through the first three quarters of 2007; however, occupancy has deteriorated since that time.  In February 2008, there was a fire at the property which took two units off-line. Repairs to the units were delayed by Rural

49

Development inspections and processing of the insurance claim.  The units which are located next to the management office were an eyesore, and as a result occupancy continued to decline to a low of 69% in December 2008.  Construction of the units is now complete, and the units are occupied. As of March 2009, occupancy has improved to 78%.  In November 2008, the operating general partner met with Rural Development to discuss the lack of rental assistance. Currently only 28 units have rental assistance. Basic market rents on the remaining units are currently $650 for a two bedroom, and $680 for a three bedroom. Despite good rental traffic at the property, most applicants do not find these rents to be affordable. A workout plan was submitted that will allow the units with no subsidy to be rented at below market rates in order to fill the vacancies.  Although it was expected that Rural Development would be on board with this request, the workout plan was not approved.  The operating general partner will continue to work with Rural Development in order to come up with a viable solution to the issues. Due to the dire occupancy problems, deferred maintenance issues, and the overall lack of funds, the property is operating well below breakeven.  Taxes are in arrears. The investment general partner will continue to monitor this situation closely. The low income housing tax credit compliance period expires at December 2009.

In July 2008, the investment general partner of Shawnee Housing Associates LP approved an agreement to sell the property and the transaction closed in November 2008.  The sales price for the property was $1,316,676, which includes the outstanding mortgage balance of approximately $870,321 and cash proceeds to the investment limited partners of $0.  There are no proceeds to be returned to the cash reserves held by Series 17. 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 December 31, 2008.

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’s occupancy has been an issue at Annadale for several years but saw a steady decline in 2007 averaging 79% for the year. 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

50

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.  The increase in police presence has had a positive impact and has led to a decrease in gang related activity in the neighborhood. A new site manager has made strides in evicting problematic tenants.  Management continues to work with police, the City of Fresno, and the Housing Development Department for additional support.  As a result of the efforts of management, occupancy has increased to 88% through the first quarter of 2009. With the resulting increase in rental revenues, the property is operating above breakeven for 2008, and into the first quarter of 2009.  The mortgage and taxes are current, and all required reserves and escrows are fully funded.

Cypress Point LP (Laurel Ridge Apartments) is a 78-unit property, located in Naples, FL. Due to local economic conditions occupancy steadily decreased from its historical average of near 100% to a 2007 average of 90%. The property operated below breakeven for 2007.  As economic conditions have deteriorated in Florida, the property has continued to struggle with economic vacancy and as a result the average occupancy for 2008 was 90%. Prior to 2007, the Naples area had experienced significant growth in the construction industry, but in 2007 construction halted due to oversupply and declining property values.  In efforts to avoid foreclosure, many private owners began competing with Low Income Housing Tax Credit properties by accepting Section 8 vouchers.  As no additional Section 8 vouchers were being provided to area residents, the market became extremely competitive as properties were vying for the same dwindling tenant base. Concessions increased dramatically and rental rates declined significantly. In addition, the tourism market has slowed resulting in many service employees losing their jobs or seeing their hours reduced. As a result, evictions increased in the area as rents became unaffordable to many. Management at Laurel Ridge has reduced rents and is offering a one-month concession broken out over the first two months of a twelve-month lease.  In addition, marketing efforts have been adjusted to reach new potential tenant sources.  While the property has been able to maintain occupancy at 90%, due to the ongoing vacancy issue, the property has not been able to breakeven. Through the first quarter of 2009, average occupancy is 94%. While vacancy has declined, concessions and bad debt are both trending well above 2008 levels.  Expenses are higher than historical due to increased turnover costs as well as high water and sewer rates.  Management is looking at reducing concessions once occupancy stabilizes.  In addition, they are working with tenants to make payment arrangements to reduce bad debt and evictions.  The investment general partner will work with the operating general partner to improve leasing efforts and reduce vacancy as well as ensuring all deficits are funded.  The low income housing tax credit compliance period expires as of December 31, 2009. 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 received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $13,400 was 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. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership

51

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 $13,400 as of September 30, 2008.

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 received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $22,600 was 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. 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 $22,600 as of September 30, 2008.

In September 2008, the investment general partner of Crofton Associates I, Limited Partnership approved an agreement to sell the property and the transaction is anticipated to close in July 2009.  The anticipated sales price for the property is $842,000, which includes the outstanding mortgage balance of approximately $765,000 and cash proceeds to the investment limited partners of $73,150.  Of the total proceeds anticipated to be received, it is anticipated that $7,500 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $65,650 are anticipated to 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 September 2008, the investment general partner of Hickman Associates II, Limited Partnership approved an agreement to sell the property and the transaction is anticipated to close in July 2009.  The anticipated sales price for the property is $589,000, which includes the outstanding mortgage balance of approximately $528,000 and cash proceeds to the investment limited partnership of $57,950.  Of the total proceeds anticipated to be received, it is anticipated that $7,500 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $50,450 are anticipated to 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.

52

In April 2009, the investment general partner entered into an agreement to transfer its interest in Cambridge Family YMCA to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,677,100 and cash proceeds to the investment partnership of $30,000.  The transaction closed in June 2009.  Of the total proceeds received, $9,246 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $15,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $5,754 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.  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 $5,754 as of June 30, 2009.

In May 2009, the investment general partner entered into an agreement to transfer its interest in Ivywood Park, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,520,456 and cash proceeds to the investment partnership of $490,423.  Of the total proceeds received, $10,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $9,125 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $471,298 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. 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 $471,298 as of June 30, 2009.

In May 2009, the investment general partner entered into an agreement to transfer its interest in Sugarwood Park LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $2,970,215 and cash proceeds to the investment partnerships of $66,933 and $66,933 to Series 17 and Series 19, respectively. Of the total proceeds received, $15,000 and $15,000 for Series 17 and 19, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer.  Of the remaining proceeds, $4,563 and $4,563 from Series 17 and Series 19, respectively, will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $47,370 and $47,370 will be returned to cash reserves held by Series 17 and Series 19, respectively.  The monies held in cash reserves will be utilized to pay

53

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 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 $47,370 and $47,370 for Series 17 and Series 19, respectively, as of June 30, 2009.

Clinton Estates Limited Partnership (Clinton Estates) is a 24-unit elderly property located in Clinton, Missouri. In 2008, occupancy averaged 90% and the property operated below breakeven as a result of high maintenance expenses.  Maintenance expenses increased from 2007 to 2008 by $21,921 due to the fact that management was required to spend excess cash in the general operating account per Rural Development regulations. Any cash amounts over 20% of the operating and maintenance expenses must be spent on the property or transferred to the reserve account. The property operated slightly below breakeven through the first quarter of 2009 due to low occupancy.  As of March 31, 2009, occupancy at the property was 83.33%.  During the first quarter of 2009 management carried out extensive advertising.  There are currently applicants for the vacant units.  In the second quarter of 2009, the investment general partner will continue to monitor management’s leasing efforts to ensure that occupancy improves. The mortgage payments, taxes, and insurance are current. On December 31, 2009, the 15-year low income housing tax credit compliance period expires with respect to Clinton Estates Limited Partnership.

(Series 18).  As of March 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%.  The series had a total of 29 properties at March 31, 2009, all of which were at 100% Qualified Occupancy.

For the tax years ended December 31, 2008 and 2007, the series, in total, generated $2,304,963 and $2,258,966, 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

As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 18 was $0. 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, 2009 and 2008, the net loss for series 18 was $356,773 and $533,939, respectively.  The major components of these amounts are the Fund’s share of losses from Operating Partnership, impairments, 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

54

breakeven in 2007 due to declining occupancy and high operating expenses.  Although occupancy reached 100% in February 2007, it steadily declined to 63% by December 2007.  The decline in occupancy is directly attributed to a substantial rent increase implemented in 2007, as well as the opening of a new senior complex in town.  The increased rental rates at Natchitoches are reasonable; however, the resident base is comprised of elderly residents that cannot afford even the slightest increase.  Because of the significant concessions offered at the new complex, several residents transferred.  During 2007 and throughout 2008, the increased vacancy resulted in higher operating expenses as costs associated with turnovers were incurred.  Additionally, since the property was completed in 1994, deferred maintenance items exist at the site.  The property operated below breakeven in 2008 due to low occupancy. During 2008, occupancy averaged 77% for the year.  However, occupancy as of the first quarter 2009 averaged 85%, ending the quarter at 88%. In March 2008, the on-site manager was replaced and the new manager immediately began scouring the area in an effort to attract potential residents.  She visited local businesses and other nearby apartment complexes, and left information at the local grocery markets.  The on-site manager will continue aggressive marketing efforts until occupancy stabilizes above 90%. 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 2008, 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 and low rental rates. However, in the first quarter 2009, maintenance expenses have decreased and the property is operating above breakeven.  Through the first quarter 2009, average occupancy continues to be strong at 91%. 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. Average occupancy through March 2009 has been consistent with the prior year average at 90%. The operating expenses continue to stay below the state averages. The low rental rates in the area continue to prevent above breakeven operations.  The management agent continues to market the available units by working closely with the housing authority and continuing various marketing efforts to attract qualified residents.  The operating general partner continues to financially support the Operating Partnership. The 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 2008, occupancy averaged 87%. Despite low occupancy, the property operated above breakeven in 2008.  Occupancy averaged 87% through the first quarter 2009, and the property continued to operate above breakeven. This Operating Partnership has historically had issues involving late payments of taxes, water and sewer bills.  According to the City of Boston website, the first quarter and second quarter 2009 real estate taxes are current and payments have been made on all six parcels for the first three-quarters of 2009.  Fourth quarter taxes were due May 1, 2009. According to the Boston Water and Sewer Department, water and sewer payments are current on all of the five accounts. The last payment on each account was made April 28, 2009, with the next payment due on May 15, 2009. The investment general partner continues to monitor this Operating Partnership closely to ensure that taxes, water and sewer bills are paid. To improve occupancy, management

55

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 Operating Partnership to ensure occupancy improves and tax, water and sewer bills are paid on time. 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 property operated below breakeven in 2008 due to low occupancy; occupancy averaged 83% for 2008. The property continued to operate below breakeven in the first quarter of 2009 due to vacancy loss and high maintenance expenses associated with turning the vacant units and correcting deferred maintenance issues. As of March 31, 2009, the property was 88% occupied. However, occupancy has since improved and the resident base has been strengthened. The investment general partner visited the property on April 2, 2009 and the property was 94% leased. Management attributes the increase in occupancy to a change in management. The regional manager replaced both the property manager and assistant, as well as the two maintenance men, in September 2008. The new regional manager felt that poor management was the source of poor operations as occupancy was low and the site suffered from deferred maintenance. The new onsite staff has worked to increase occupancy and the regional manager assigned an additional maintenance man to the property to aid in correcting deferred maintenance issues. The regional manager attributes improved occupancy to better customer service, stronger leasing, and better maintenance of the property. Since the arrival of the new on-site management team, over half of the resident base has been replaced. Maintenance expenses were high in the first quarter 2009 as management incurred costs to turn a high number of vacant units, as well as costs to correct a number of deferred maintenance issues. Now that the resident base has improved and occupancy has increased, the investment general partner encouraged management to strengthen their resident retention program. All tax, insurance, and mortgage payments are current.

Parvin’s L.P. (Parvin’s Branch Townhouses) is a 24-unit family property located in Vineland, New Jersey. In 2008, occupancy averaged 91% and the property operated below breakeven.  The operating general partner received a Section 8 contract for three units for the homeless, which helped improve occupancy in 2008.  The site manager is working to improve rent collections, but reports that evictions for non-payment continue to be a problem.  Through the first quarter of 2009, occupancy has averaged 92% but the property continues to operate below breakeven. The operating general partner continues to fund operating deficits as needed.  The real estate taxes, mortgage, and insurance payments are all current.  On December 31, 2008, the 15-year low income housing tax credit compliance period expired with respect to Parvin’s L.P.  The investment general partner is in the process of exploring various disposition opportunities consistent with the investment objectives of the investment partnership.

Preston Wood Associates, LP (Preston Wood Apartments) is a 62-unit property located in Bentonville, Arkansas. Average occupancy was 75% for 2007 and operations were below breakeven for the year.  In 2008, operations deteriorated as average occupancy was 46% in 2008. In 2006, a $270,000 rehabilitation 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 believed that Bentonville was a growing community and making the improvements to the property would increase occupancy and improve operations; however, performance continued to struggle after the completion of the project due to poor management.  At the end of 2007, the

56

operating general partner dismissed the management company and the on-site manager was replaced.  While there was a slight increase in occupancy for the first few months, the site manager was having health problems and was unable to commit the necessary time into turning the property around.  In January 2009, the operating general partner brought in a new management company with success in the market.  Since assuming management duties, deferred maintenance and frontage improvements have been addressed.  In addition, new tenant programs and activities have been introduced.  Marketing and outreach has increased as well.  Despite the changes, there has been very little improvement in occupancy; through the first quarter of 2009 occupancy was 52%. Despite the mini-rehab performed at the property in 2006, the property is unable to effectively compete with newer properties in the area.  In addition, there have been a number of layoffs in Bentonville resulting in evictions and tenants moving out of the area.  Further adding to marketing problems is a year long road-widening project the City is performing in front of the property.  The property sign has been taken down and construction makes drive-by traffic very difficult as the property entrance is typically blocked by construction equipment.  The low income housing tax credit compliance period expires in December 2009.  The permanent debt matures in August 2009.  The operating general partner has stated his intention is to obtain a forbearance agreement on the debt.  All deficits are being funded by the operating general partner. The investment general partner will continue to monitor occupancy and operations and will continue monitoring the negotiation of the maturing mortgage. 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.  Operations has struggled at this property for the past several years due to low occupancy and high maintenance expenses related to resident turnover.  Due to lack of cash flow in prior years, replacement reserves were not funded to the required levels.  Historical and ongoing challenges cited by management include problem tenants that require 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.  These continue to be the most difficult to fill.  Management targets seniors for one-bedroom units through outreach with various housing programs.  Management relies heavily on outside contacts and referrals from the local housing authority, but also runs advertisements on a weekly basis for the property in a free weekly advertiser that is distributed throughout town.  The applicant screening process has become more stringent in order to maintain a strong tenant base; therefore, when vacancies occur they are more difficult to fill. The first quarter of 2009 has averaged occupancy of 77%, down from the 2008 average of 80%. As of June 1, 2008, a 15% rental rate increase approved by Rural Development went into effect that allowed for larger replacement reserve deposits.  These larger deposits are being used to fund Rural Development approved capital needs.  The capital needs assessment included the replacement of two roofs, concrete work and cabinetry repairs. Both roofs were replaced by fall of 2008, and kitchen and bathroom cabinets were refaced. The parking lot concrete has also been repaired. The replacement reserves account, however, is under-funded due to the constant withdrawals of funds to finance capital expenditures.  The plan is to continue contributions as funds become available. The investment general partner will continue to work closely with the operating general partner to monitor occupancy, undertake funding of the replacement reserve account, and ensure operational stabilization.  A site visit is scheduled for the second quarter of 2009.

Marengo Park Apartments LP (Marengo Park Apartments) is a 24-unit property located in Marengo Park, IA. Due to poor site management, occupancy has suffered over the last two years.  In the first quarter of 2007, the

57

investment general partner negotiated the transfer of the operating general partner interest to a local company with a good working relationship with Rural Development.  The transfer occurred on March 30, 2007. Occupancy averaged 85% for the first quarter 2009. In addition to advertising in a local newspaper, distributing flyers, and contacting local employers, management is working with local housing agencies in accordance with the required United States Department of Agriculture Affirmative Fair Housing marketing program.  Effective January 1, 2008, a 6% increase in rent and utilities was implemented due to increased maintenance costs, repair expenses, electricity costs, and site management expenses.  Despite the increase, cash flow remains low as a result of tenant turnover.  Operating expenses increased in 2008 and into the first quarter 2009 due to additional painting and decorating, maintenance supplies, grounds and maintenance, and snow removal costs.  Accounts payable remain high as well as a result of flooring replaced in 2007 and 2008 combined with the installation of water heaters. Property taxes did decrease for 2008 and 2009 and were paid in March 2009, and management plans to increase deposits into the replacement reserve and tax and insurance escrow accounts as funds become available. A site visit is planned in the second quarter of 2009. The investment general partner continues to work closely with the operating general partner to monitor the property until occupancy improves and operations stabilize back above breakeven.

In January 2009, 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 cash proceeds to the investment partnership of $38,520. Of the total proceeds received, $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 were 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. 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 $33,520 as of March 31, 2009.

In January 2009, 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 cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $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 were 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. 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

58

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 $20,680 as of March 31, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Aurora LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,315,670 and cash proceeds to the investment limited partner of $39,549.  Of the total proceeds received, $5,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,158 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $29,391 were 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. 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 $29,391 as of March 31, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Chatham LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,302,396 and cash proceeds to the investment limited partner of $39,151.  Of the total proceeds received, $1,588 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $5,156 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $32,407 were 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. 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 $32,407 as of March 31, 2009.

In January 2009, the investment general partner entered into an agreement to transfer its interest in Lathrop Properties, LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $706,226 and cash proceeds to the investment limited partner of $21,187.  Of the total proceeds received, $5,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $6,589 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $9,598 were returned to cash reserves held by Series 18.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued

59

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 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 $9,598 as of March 31, 2009.

(Series 19).  As of March 31, 2009 and 2008, the average Qualified Occupancy for the series was 100%.  The series had a total of 22 properties at March 31, 2009, all of which were at 100% Qualified Occupancy.

For the tax year ended December 31, 2008 and 2007, the series, in total, generated $2,154,784 and $2,155,904, 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.

As of March 31, 2009 and 2008, Investments in Operating Partnerships for Series 19 was $0 and $193,683, 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.

For the years ended March 31, 2009 and 2008, the net income (loss) for series 19 was $2,830,736 and $(814,345), respectively. The major components of these amounts are the Fund’s share of income (losses) from Operating Partnership, impairments, and 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.

Hebbronville Apartments, Ltd. (Hebbronville Senior) is a 20-unit property located in Hebbronville, Texas. During 2008, occupancy averaged 98%. In addition, Rural Development approved a rent increase of approximately $30 per unit, which considerably improved revenue.  The investment general partner will work with the operating general partner to reduce the accounts payable and fund escrow accounts as needed. Due to the rental rate increases, the revenue increased by 24% over 2007 levels.  The property operated above breakeven for 2008.  In the first quarter of 2009, occupancy averaged 100% and the property continued to operate above breakeven. The operating general partner continues to fund all deficits as needed.  All real estate tax, mortgage, and insurance payments are current.  On December 31, 2008, the 15-year low income housing tax credit compliance period expired.

Martindale Apartments, Ltd. (Martindale Apartments) is a 24-unit property located in Martindale, Texas.  Rental rate increases were implemented in 2006 and 2007.  However, in spite of average occupancy of 91%, inadequate rental rates still could not cover normal operating expenses.  This resulted in a small 2007 deficit.  In 2008, Rural Development approved a rent increase of approximately $15 per unit, even though the operating general partner had

60

requested $60 per unit.  The increased rents continue to cause resident turnover.  Occupancy decreased slightly to average 87% in 2008.  The property operated below breakeven in 2008 due to the low occupancy. In the first quarter of 2009, occupancy improved to an 88% average ending the quarter at 96%.  Due to the improved revenue, the property operated above breakeven in the first quarter of 2009.  Management continues to evaluate each unit upon turnover and is updating as necessary to compete with surrounding area complexes.  The manager is adamant that unit and curb appeal improvements are necessary to obtain and maintain a better resident base.  To increase traffic, management is working with local agencies and businesses.  The operating general partner is funding all deficits as needed.  All real estate tax, mortgage, and insurance payments are current.  On December 31, 2008, 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.

Carrollton Villa, L.P. (Meadow Ridge Apartments) located in Carrollton, Missouri, has historically operated below breakeven due to low rent levels in the area.  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.  Occupancy at the property averaged 88% in 2006, 98% in 2007, and 99% in 2008.  The average occupancy through the first quarter of 2009 was 98%.  Despite strong occupancy, the property continues to operate below breakeven due to the low rent levels; rent levels remain stagnant in the area.  The area is rural with few employment opportunities.  The property receives a grant from the State to enable the property to reduce the rents for the residents but not lose any income.  The grant is received annually and is valid through December 2009.  Upon transfer of the operating general partner interests in 2004, the mortgage became a cash flow only mortgage, which has helped to significantly reduce operating deficits.  The partnership is currently in non-compliance status with Missouri Housing Development Corporation (MHDC) because the property did not submit an audit for 2007.  MHDC requires the submission of an annual audit.  Per the operating general partner, at the time of the audit last year it was decided the Operating Partnership would issue a tax return but not an audit since the property has historically operated at a deficit.  The operating general partner appealed the MHDC’s audit requirement, but his request was denied.  The operating general partner and management are currently working with their auditors to prepare the 2007 and 2008 audits.  The property will not be in compliance with MHDC until the 2007 and 2008 audits have been submitted and management has loaded the 2009 operating budget into MHDC’s system.  Although the 2009 budget has been prepared, management is restricted from loading it to MHDC’s system until the audits have been loaded.  The audits are expected to be completed in the second quarter of 2009.  The due dates for the primary and secondary mortgages were extended from December 2008 and November 2008 to December 2013 and November 2013, respectively.  The real estate taxes, mortgage and insurance are all current.

Forest Associates Limited (Sharon Apartments) is a 24-unit apartment complex for families located in Forest, OH.  Previously, the property has suffered low occupancy due to poor management.  A new management company started in early 2006 and the occupancy improved in 2007 with an average occupancy of 87%. The operating general partner passed away in the second quarter of 2007 and his widow assumed the responsibilities. Communication with the new operating general partner has been extremely difficult as calls, letters and e-mails are unanswered. During 2008, the management company continued to make all vacant

61

units market ready and networked with local businesses to attract income qualified applicants.  The 2008 occupancy showed signs of improvement through the third quarter with an average of 89%. However, occupancy decreased to 63% in December 2008.The property operated below breakeven for 2008. During the first quarter of 2009, the investment general partner learned that the current management company’s contract had been terminated as of December 31, 2008. In addition, Rural Development has accelerated the note and started foreclosure proceedings.  Although the operating general partner appealed, the appeal was denied. The investment general partner learned of these developments from the real estate broker engaged by the operating general partner. There is a reputable operating general partner that is interested in acquiring the operating general partner and investment general partner interests.  We anticipate an offer by year-end. The affiliated management company of the potential operating general partner has already been placed on-site by Rural Development. The investment general partner will continue to work with the potential incoming operating general partner and Rural Development until there is a resolution to the foreclosure proceedings. The total potential recapture is $29,750.  The low income housing tax credit compliance period expires at year-end 2010.

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.  In 2008, average occupancy was 94%; however, the property continued to operate below breakeven due to high operating expenses. Operating expenses are high due mainly to inordinately high maintenance costs as a result of severe physical deficiencies.  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 were brought back on-line at that time.  During the fourth quarter of 2008, the operating general partner notified the investment general partner that an additional building was experiencing differential settlement issues and two units were being brought off-line until repairs could be made. Repairs were completed in March at a cost of approximately $80,000.  This was also funded via an advance from the operating general partner.  As indicated above, while occupancy has improved through 2008, expenses remain high and inhibit the property from operating above breakeven.  The most significant expenses are utilities and maintenance.  Much of the high maintenance expense is turnover related. In addition, many of the appliances are reaching the end of their useful life and are requiring replacement or repairs.  Through the first quarter of 2009, occupancy averaged 93% and the property continued to operate below breakeven.  Management has made efforts to reduce operating expenses by cutting staffing hours, stopping newsletters and print advertising and shutting one property boiler down during the summer months to reduce gas usage. The operating general partner has stated that refinance is not an option due to a prohibitively high yield maintenance penalty.  The operating general partner continues to fund operating deficits despite the expiration of the operating deficit guarantee.  The investment general partner will continue to work with management to improve occupancy and reduce expenses.  In addition, a representative of the investment general partner will conduct a site visit during the second quarter of 2009 to determine additional capital needs.  The mortgage, trade payables, property taxes and insurance are current.

Sherwood Knoll L.P. (Sherwood Knoll Apartments) is a 24-unit project located in Rainsville, Alabama.  Occupancy in 2007 and 2008 was 99% and 98%,

62

respectively. For 2008, operations continued below breakeven status.  Occupancy through the first quarter of 2009 has averaged 88%.  The operating deficit is being funded with a cash overdraft.  The bank allows an overdraft in an unlimited amount and for an unlimited period without interest charges.  The replacement reserve was underfunded in 2008.  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.  According to the management company, the operating general partner has contacted Rural Development regarding a rent increase.  However, because the property receives no rental assistance, the rent increase was not approved.  The operating deficit guarantee is unlimited in time and amount. The low income housing tax credit compliance period expires on December 31, 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 apartment communities in the immediate market area.  A drop in occupancy combined with increases in the security and administrative expenses has resulted in below breakeven operations.  At the end of the second quarter of 2008, the operating general partner interest was transferred. As part of the transfer, the new operating general partner agreed to extend the operating deficit guarantee, which had previously expired, until the end of the compliance period.  Occupancy in 2008 averaged 93%.  The management company performed a market study resulting in the rents being adjusted. The rents of the two bedroom units decreased and rents on their three bedroom units increased. In 2008, the property operated below breakeven. The operating general partner advances were used to pay operating expenses. Through the first quarter of 2009, the property continued to operate below breakeven, as rental income was 7% below projections. On March 3, 2009, the operating general partner issued a statement to the investment general partner informing them of a management change from NorSouth Management to Peabody Properties effective May 1, 2009.  On June 20, 2009, the operating general partner sold its operating general partner interest.  The operating general partner agreed to continue to mange the portfolio after the transaction, with the mutual understanding that they wanted to exit the property management business at some point in the near future.  As the Atlanta rental market became increasingly more challenging towards the second half of 2008, it was agreed that the operating general partner would relinquish their management responsibilities, effective May 1, 2009.  The new operating general partner believes that Peabody Properties will fit the role seamlessly as they have extensive tax credit industry experience. As of May 1, 2009, the investment general partner has reviewed and approved this management change. The mortgage, taxes and insurance payments are current.  The low income housing tax credit compliance period expires at the end of 2009.

Northpointe LP (Northpointe Apartments) is a 158-unit family property located in Kansas City, MO.  In 2008, despite average occupancy of 94%, and static operating expenses, the property operated below breakeven.  Rents have been kept below the maximum allowable to remain competitive with two nearby tax credit properties developed within the past five years.  Occupancy continues to be strong in 2009, averaging 95% through the first quarter, but rent levels remain insufficient to cover expenses. Management is focusing on resident retention and rent collection and the operating general partner continues to fund deficits as needed.   The low income tax credit compliance period expires in 2009. The property’s mortgage, real estate taxes and insurance payments are all current.

63

In February 2008, the investment general partner of Community Dynamics — Plano, Ltd. approved an agreement to sell the property and the transaction closed in July 2008.   The sales price for the property was $11,500,000, which includes the outstanding mortgage balance of approximately $7,550,804 and cash proceeds to the investment limited partner of $1,200,000.  Of the total proceeds received $125,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents 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 $1,060,000 was 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. 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 $1,060,000 as of September 30, 2008. As of September 2008 additional sales proceeds of $205,000 were received and recorded as a gain on sale.  These proceeds were returned to cash reserves held by Series 19. As of January 2009, additional sale proceeds of $18,690 were received and recorded as a gain on sale. These proceeds were returned to the cash reserves held by Series 19.

In February 2008, the investment general partner of Community Dynamics — Fort Worth, Ltd. approved an agreement to sell the property and the transaction closed in July 2008. The sales price for the property was $11,500,000, which includes the outstanding mortgage balance of approximately $6,019,158 and cash proceeds to the investment limited partners of $1,920,000.  Of the total proceeds 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, $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 $1,880,000 was 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. 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 $1,880,000 as of September 30, 2008. As of September 2008 additional sales proceeds of $145,000 were received, and recorded as a gain on sale.  These proceeds were returned to cash reserves held by Series 19. As of January 2009, additional sale proceeds of $10,759 were received and recorded as a gain on sale. These proceeds were returned to the cash reserves held by Series 19.

In February 2009, the investment general entered into an agreement to transfer its interest in Jenny Lynn Properties Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage

64

balance of approximately $772,210 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds 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 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. 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 $22,600 as of March 31, 2009.

In February 2009, the investment general entered into an agreement to transfer its interest in Sahale Heights Limited to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $825,794 and cash proceeds to the investment limited partner of $27,600.  Of the total proceeds 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 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. 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 $22,600 as of March 31, 2009.

In May 2009, the investment general partner entered into an agreement to transfer its interest in Sugarwood Park LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $2,970,215 and cash proceeds to the investment partnerships of $66,933 and $66,933 to Series 17 and Series 19, respectively. Of the total proceeds received, $15,000 and $15,000 for Series 17 and 19, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer.  Of the remaining proceeds, $4,563 and $4,563 from Series 17 and Series 19, respectively, will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $47,370 and $47,370 will be returned to cash reserves held by Series 17 and Series 19, respectively.  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 investment in the Operating Partnership in accordance with the equity method

65

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 $47,370 and $47,370 for Series 17 and Series 19, respectively, as of June 30, 2009.

In May 2009, the investment general partner entered into an agreement to transfer its interest in Willowood Park LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,639,504 and cash proceeds to the investment partnership of $269,684.  Of the total proceeds received, $35,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $9,125 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $225,559 will 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. 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 $225,559 as of June 30, 2009.

66

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.

67

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.  In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, which delayed for one year the implementation of SFAS 157 as it pertains to certain non-financial assets and liabilities. The Fund adopted SFAS 157 effective April 1, 2008, except as it applies to those non-financial assets and liabilities, for which the effective date is April 1, 2009.  The Fund has determined that the adoption of SFAS 157 has, and will have, no impact on the Fund’s financial statements.

In February 2007, the FASB issued SFAS 159 “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FASB Statement No. 115.”  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.  On April 1, 2008, the Fund adopted SFAS 159 and elected not to apply the provisions of SFAS 159 to its eligible financial assets and financial liabilities on the date of adoption. Accordingly, the initial application of SFAS 159 had no effect on the Fund.

Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes was issued in June 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is “more-likely-than-not” to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer’s GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a “probable” standard for recognition of tax consequences rather than the “more-likely-than-not” standard finally adopted.

Because we are a pass-through entity and are not required to pay income taxes, FIN 48 does not currently have any impact on our financial statements. On December 30, 2008, the FASB issued FASB Staff Position (FSP) No. FIN 48-3: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises, which defers the effective date of Interpretation 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date is intended to give the Board additional time to develop guidance on the application of Interpretation 48 by pass-through entities and not-for-profit organizations. We may modify our disclosures if the FASB’s guidance regarding application of FIN 48 to pass-through entities changes and is extended to public enterprises.

68

Recent Accounting Changes - - continued

In April 2009, the FASB issued FSP 107-1 and APB 28-1 “Interim Disclosures about Fair Value of Financial Instruments.”  The FSP requires disclosure about the method and significant assumptions used to establish the fair value of financial instruments for interim reporting periods as well as annual statements.  The FSP is effective for Boston Capital Tax Credit Fund III L.P. as of June 30, 2009 and will not impact the Fund’s financial condition or results of operations.

In November 2008, the Emerging Issues Task Force issued EITF No. 08-6, “Equity Method Investment Accounting Considerations” (EITF 08-6) that addresses how the initial carrying value of an equity method investment should be determined, how an impairment assessment of an underlying indefinite-lived intangible asset of an equity method investment should be performed, how an equity method investee’s issuance of shares should be accounted for, and how to account for a change in an investment from the equity method to the cost method. EITF 08-6 shall be effective in fiscal years beginning on or after December 15, 2008, and interim periods within those fiscal years. EITF 08-6 shall be applied prospectively with early application prohibited. The impact of adopting EITF 08-6 is not expected to have a material impact on Fund’s financial condition or results of operations.

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events” (“SFAS 165”).   SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued.  SFAS 165 is effective for Boston Capital Tax Credit Fund III L.P. as of June 30, 2009.  The adoption of SFAS 165 is not expected to have a material impact on the Fund’s financial condition or results of operations.

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 15 of this Annual Report on Form 10-K.
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
	None

69

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, 2009. 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, 2009, 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, 2009 that materially affected, or are reasonably likely to materially affect, the Fund’s internal control over financial reporting.

70

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 60, 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 47, 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

71

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 62, 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 45, 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.

72

(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 2009 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, 2009 was $1,546,001.

2.  The Fund has reimbursed an affiliate of the general partner a total of $95,335 for amounts charged to operations during the year ended March 31, 2009.  The reimbursement includes postage, printing, travel, and overhead allocations.

73

Item 12.Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

(a)Security ownership of certain beneficial owners.

As of March 31, 2009, 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	6.51	%

(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 B of Notes to Financial Statements in Item 15 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, 2009.

(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.

74

Item 14.Principal Accountant Fees and Services

Fees paid to the Fund’s independent auditors for fiscal year 2009 were comprised of the following

Fee Type	Ser. 15		Ser. 16		Ser. 17		Ser. 18		Ser. 19
Audit Fees	$	33,182	$	33,452	$	27,202	$	21,742	$	18,852
Audit Related Fees	500		750		2,000		500		500
Tax Fees	16,428		15,941		12,745		10,039		8,449
All Other Fees	600		2,100		1,600		600		600
Total	$	50,710	$	52,243	$	43,547	$	32,881	$	28,401

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	$	33,009	$	33,269	$	27,258	$	22,009	$	19,229
Audit Related Fees	1,250		1,000		2,000		1,250		1,750
Tax Fees	15,902		15,742		12,360		9,629		8,128
All Other Fees	1,060		1,060		1,060		1,060		1,060
Total	$	51,221	$	51,071	$	42,678	$	33,948	$	30,167

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, 2009 and 2008

Statements of Operations for the years ended March 31, 2009 and 2008.

Statements of Changes in Partners’ Capital for the years ended March 31, 2009 and 2008.

75

Statements of Cash Flows for the years ended March 31, 2009 and 2008.

Notes to Financial Statements March 31, 2009 and 2008

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

Exhibit No. 13 - - Financial Statements.

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

76

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

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

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

77

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

78

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

79

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 7, 2009	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 7, 2009	/s/ John P. Manning	Director, President (Principal
	John P. Manning	Executive Officer) C&M Management Inc.; Director, President (Principal Executive Officer) BCTC III Assignor Corp.

DATE:	SIGNATURE:	TITLE:
July 7, 2009	/s/ Marc N. Teal	Chief Financial Officer (Principal
	Marc N. Teal	Financial and Accounting Officer) C&M Management Inc.; Chief Financial Officer (Principal Financial and Accounting Officer) BCTC III Assignor Corp.

80

EX-13

Exhibit 13

FINANCIAL STATEMENTS AND

INDEPENDENT AUDITORS’ REPORT

BOSTON CAPITAL TAX CREDIT FUND III

LIMITED PARTNERSHIP -

SERIES 15 THROUGH SERIES 19

MARCH 31, 2009 AND 2008

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

TABLE OF CONTENTS

	PAGE
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
FINANCIAL STATEMENTS
BALANCE SHEETS	F-3
STATEMENTS OF OPERATIONS	F-9
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)	F-15
STATEMENTS OF CASH FLOWS	F-21
NOTES TO FINANCIAL STATEMENTS	F-27

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, 2009 and 2008, and the related statements of operations, changes in partners’ capital (deficit) 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, 2009. 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 $0 and $232,003 of the total partnership assets as of March 31, 2009 and 2008, respectively, and $92,052 and $808,242, of the total partnership loss for the years ended March 31, 2009 and 2008, respectively; of the assets for Series 15 as of March 31, 2009 and 2008, $0 and $201,333, respectively, and of the loss for Series 15 for the years ended March 31, 2009 and 2008, $92,052 and $88,635, respectively; of the assets for Series 16 as of March 31, 2009 and 2008, $0 and $0, respectively, and of the loss for Series 16 for the years ended March 31, 2009 and 2008, $0 and $0, respectively; of the assets for Series 17 as of March 31, 2009 and 2008, $0 and $0 , respectively, and of the loss for Series 17 for the years ended March 31, 2009 and 2008, $0 and $0, respectively; of the assets for Series 18 as of March 31, 2009 and 2008, $0 and $0, respectively, and of the loss for Series 18 for the years ended March 31, 2009 and 2008, $0 and $22,873, respectively; and of the assets for Series 19 as of March 31, 2009 and 2008, $0 and $30,670, respectively, and of the loss for Series 19 for the years ended March 31, 2009 and 2008, $0 and $145,216, 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 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 and the reports of the other auditors provide a reasonable basis for our opinion.

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, 2009 and 2008, 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, 2009, in conformity with accounting principles generally accepted in the United States of America.

/s/ Reznick Group, P.C.

REZNICK GROUP, P.C.

Bethesda, Maryland

June 30, 2009

F-2

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS

March 31, 2009 and 2008

	Total
	2009			2008
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	1,661,004
OTHER ASSETS
Cash and cash equivalents	2,112,652			775,079
Deferred acquisition costs, net of accumulated amortization	—			756,674
Other assets	30,000			63,707
	$	2,142,652		$	3,256,464
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	31,146		$	18,050
Accounts payable - affiliates	24,543,890			26,335,867
Capital contributions payable	138,241			158,311
	24,713,277			26,512,228
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, 2009 and 2008	—			—
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, 2009 and 2008	(20,474,640		)	(21,152,928		)
General partner	(2,095,985		)	(2,102,836		)
	(22,570,625		)	(23,255,764		)
	$	2,142,652		$	3,256,464

F-3

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2009 and 2008

	Series 15
	2009			2008
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	209,560
OTHER ASSETS
Cash and cash equivalents	422,913			200,415
Deferred acquisition costs, net of accumulated amortization	—			110,958
Other assets	—			28,707
	$	422,913		$	549,640
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	1,146		$	16,526
Accounts payable - affiliates	4,432,921			5,080,035
Capital contributions payable	—			—
	4,434,067			5,096,561
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, 2009 and 2008	—			—
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, 2009 and 2008	(3,648,853		)	(4,179,262		)
General partner	(362,301		)	(367,659		)
	(4,011,154		)	(4,546,921		)
	$	422,913		$	549,640

F-4

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2009 and 2008

	Series 16
	2009			2008
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	478,018
OTHER ASSETS
Cash and cash equivalents	462,408			197,645
Deferred acquisition costs, net of accumulated amortization	—			153,702
Other assets	—			—
	$	462,408		$	829,365
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	10,000		$	381
Accounts payable - affiliates	7,789,720			7,210,716
Capital contributions payable	51,792			71,862
	7,851,512			7,282,959
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, 2009 and 2008	—			—
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, 2009 and 2008	(6,848,604		)	(5,922,449		)
General partner	(540,500		)	(531,145		)
	(7,389,104		)	(6,453,594		)
	$	462,408		$	829,365

F-5

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2009 and 2008

	Series 17
	2009			2008
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	779,743
OTHER ASSETS
Cash and cash equivalents	198,047			190,524
Deferred acquisition costs, net of accumulated amortization	—			158,372
Other assets	30,000			30,000
	$	228,047		$	1,158,639
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	—		$	381
Accounts payable - affiliates	7,416,766			6,957,896
Capital contributions payable	67,895			67,895
	7,484,661			7,026,172
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, 2009 and 2008	—			—
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, 2009 and 2008	(6,763,270		)	(5,388,080		)
General partner	(493,344		)	(479,453		)
	(7,256,614		)	(5,867,533		)
	$	228,047		$	1,158,639

F-6

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2009 and 2008

	Series 18
	2009			2008
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	—
OTHER ASSETS
Cash and cash equivalents	247,862			76,676
Deferred acquisition costs, net of accumulated amortization	—			121,667
Other assets	—			5,000
	$	247,862		$	203,343
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	10,000		$	381
Accounts payable - affiliates	4,787,977			4,396,304
Capital contributions payable	18,554			18,554
	4,816,531			4,415,239
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, 2009 and 2008	—			—
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, 2009 and 2008	(4,212,755		)	(3,859,550		)
General partner	(355,914		)	(352,346		)
	(4,568,669		)	(4,211,896		)
	$	247,862		$	203,343

F-7

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

BALANCE SHEETS - CONTINUED

March 31, 2009 and 2008

	Series 19
	2009			2008
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS	$	—		$	193,683
OTHER ASSETS
Cash and cash equivalents	781,422			109,819
Deferred acquisition costs, net of accumulated amortization	—			211,975
Other assets	—			—
	$	781,422		$	515,477
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
LIABILITIES
Accounts payable and accrued expenses	$	10,000		$	381
Accounts payable - affiliates	116,506			2,690,916
Capital contributions payable	—			—
	126,506			2,691,297
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, 2009 and 2008	—			—
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, 2009 and 2008	998,842			(1,803,587		)
General partner	(343,926		)	(372,233		)
	654,916			(2,175,820		)
	$	781,422		$	515,477

See notes to financial statements

F-8

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS

Years ended March 31, 2009 and 2008

	Total
	2009		2008
Income
Interest income	$	25,774	$	32,125
Other income	35,279		28,450
Total income	61,053		60,575
Share of income (losses) from operating limited partnerships	4,588,819		(1,376,172		)
Expenses
Professional fees	237,656		234,608
Partnership management fee	1,546,001		2,073,124
Amortization	52,381		52,385
Impairment loss	1,953,661		293,550
General and administrative expenses	175,034		206,203
	3,964,733		2,859,870
NET INCOME (LOSS)	$	685,139	$	(4,175,467	)
Net income (loss) allocated to general partner	$	6,851	$	(41,754	)
Net income (loss) allocated to limited partners	$	678,288	$	(4,133,713	)
Net income (loss) per BAC	$	0.03	$	(0.19	)

F-9

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 15
	2009		2008
Income
Interest income	$	5,137	$	11,941
Other income	4,013		1,249
Total income	9,150		13,190
Share of income (losses) from operating limited partnerships	1,070,860		(65,374		)
Expenses
Professional fees	57,277		55,253
Partnership management fee	272,623		362,888
Amortization	7,652		7,653
Impairment loss	154,346		6,087
General and administrative expenses	52,345		41,365
	544,243		473,246
NET INCOME (LOSS)	$	535,767	$	(525,430	)
Net income (loss) allocated to general partner	$	5,358	$	(5,254	)
Net income (loss) allocated to limited partners	$	530,409	$	(520,176	)
Net income (loss) per BAC	$	0.14	$	(0.13	)

F-10

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 16
	2009			2008
Income
Interest income	$	4,550		$	6,507
Other income	5,569			9,540
Total income	10,119			16,047
Share of income (losses) from operating limited partnerships	178,599			(645,050		)
Expenses
Professional fees	56,558			54,183
Partnership management fee	501,227			546,653
Amortization	10,600			10,600
Impairment loss	519,355			—
General and administrative expenses	36,488			49,820
	1,124,228			661,256
NET INCOME (LOSS)	$	(935,510	)	$	(1,290,259	)
Net income (loss) allocated to general partner	$	(9,355	)	$	(12,903	)
Net income (loss) allocated to limited partners	$	(926,155	)	$	(1,277,356	)
Net income (loss) per BAC	$	(0.17	)	$	(0.24	)

F-11

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 17
	2009			2008
Income
Interest income	$	4,293		$	6,639
Other income	10,007			12,097
Total income	14,300			18,736
Share of income (losses) from operating limited partnerships	(81,403		)	(216,176		)
Expenses
Professional fees	54,760			45,179
Partnership management fee	384,815			425,920
Amortization	11,312			11,312
Impairment loss	839,397			287,463
General and administrative expenses	31,694			44,180
	1,321,978			814,054
NET INCOME (LOSS)	$	(1,389,081	)	$	(1,011,494	)
Net income (loss) allocated to general partner	$	(13,891	)	$	(10,115	)
Net income (loss) allocated to limited partners	$	(1,375,190	)	$	(1,001,379	)
Net income (loss) per BAC	$	(0.28	)	$	(0.20	)

F-12

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 18
	2009			2008
Income
Interest income	$	1,137		$	2,934
Other income	2,348			4,514
Total income	3,485			7,448
Share of income (losses) from operating limited partnerships	120,596			(92,945		)
Expenses
Professional fees	37,543			37,765
Partnership management fee	296,614			368,091
Amortization	8,388			8,391
Impairment loss	113,279			—
General and administrative expenses	25,030			34,195
	480,854			448,442
NET INCOME (LOSS)	$	(356,773	)	$	(533,939	)
Net income (loss) allocated to general partner	$	(3,568	)	$	(5,339	)
Net income (loss) allocated to limited partners	$	(353,205	)	$	(528,600	)
Net income (loss) per BAC	$	(0.10	)	$	(0.15	)

F-13

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF OPERATIONS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 19
	2009		2008
Income
Interest income	$	10,657	$	4,104
Other income	13,342		1,050
Total income	23,999		5,154
Share of income (losses) from operating limited partnerships	3,300,167		(356,627		)
Expenses
Professional fees	31,518		42,228
Partnership management fee	90,722		369,572
Amortization	14,429		14,429
Impairment loss	327,284		—
General and administrative expenses	29,477		36,643
	493,430		462,872
NET INCOME (LOSS)	$	2,830,736	$	(814,345	)
Net income (loss) allocated to general partner	$	28,307	$	(8,143	)
Net income (loss) allocated to limited partners	$	2,802,429	$	(806,202	)
Net income (loss) per BAC	$	0.69	$	(0.20	)

See notes to financial statements

F-14

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (DEFICIT)

Years ended March 31, 2009 and 2008

	Limited			General
Total	partners			partner			Total
Partners’ capital (deficit), March 31, 2007	$	(17,019,215	)	$	(2,061,082	)	$	(19,080,297	)
Net income (loss)	(4,133,713		)	(41,754		)	(4,175,467		)
Partners’ capital (deficit), March 31, 2008	$	(21,152,928	)	$	(2,102,836	)	$	(23,255,764	)
Net income (loss)	678,288			6,851			685,139
Partners’ capital (deficit), March 31, 2009	$	(20,474,640	)	$	(2,095,985	)	$	(22,570,625	)

F-15

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, 2009 and 2008

	Limited			General
Series 15	partners			partner			Total
Partners’ capital (deficit), March 31, 2007	$	(3,659,086	)	$	(362,405	)	$	(4,021,491	)
Net income (loss)	(520,176		)	(5,254		)	(525,430		)
Partners’ capital (deficit), March 31, 2008	$	(4,179,262	)	$	(367,659	)	$	(4,546,921	)
Net income (loss)	530,409			5,358			535,767
Partners’ capital (deficit), March 31, 2009	$	(3,648,853	)	$	(362,301	)	$	(4,011,154	)

F-16

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, 2009 and 2008

	Limited			General
Series 16	partners			partner			Total
Partners’ capital (deficit), March 31, 2007	$	(4,645,093	)	$	(518,242	)	$	(5,163,335	)
Net income (loss)	(1,277,356		)	(12,903		)	(1,290,259		)
Partners’ capital (deficit), March 31, 2008	$	(5,922,449	)	$	(531,145	)	$	(6,453,594	)
Net income (loss)	(926,155		)	(9,355		)	(935,510		)
Partners’ capital (deficit), March 31, 2009	$	(6,848,604	)	$	(540,500	)	$	(7,389,104	)

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, 2009 and 2008

	Limited			General
Series 17	partners			partner			Total
Partners’ capital (deficit), March 31, 2007	$	(4,386,701	)	$	(469,338	)	$	(4,856,039	)
Net income (loss)	(1,001,379		)	(10,115		)	(1,011,494		)
Partners’ capital (deficit), March 31, 2008	$	(5,388,080	)	$	(479,453	)	$	(5,867,533	)
Net income (loss)	(1,375,190		)	(13,891		)	(1,389,081		)
Partners’ capital (deficit), March 31, 2009	$	(6,763,270	)	$	(493,344	)	$	(7,256,614	)

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, 2009 and 2008

	Limited			General
Series 18	partners			partner			Total
Partners’ capital (deficit), March 31, 2007	$	(3,330,950	)	$	(347,007	)	$	(3,677,957	)
Net income (loss)	(528,600		)	(5,339		)	(533,939		)
Partners’ capital (deficit), March 31, 2008	$	(3,859,550	)	$	(352,346	)	$	(4,211,896	)
Net income (loss)	(353,205		)	(3,568		)	(356,773		)
Partners’ capital (deficit), March 31, 2009	$	(4,212,755	)	$	(355,914	)	$	(4,568,669	)

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, 2009 and 2008

	Limited			General
Series 19	partners			partner			Total
Partners’ capital (deficit), March 31, 2007	$	(997,385	)	$	(364,090	)	$	(1,361,475	)
Net income (loss)	(806,202		)	(8,143		)	(814,345		)
Partners’ capital (deficit), March 31, 2008	$	(1,803,587	)	$	(372,233	)	$	(2,175,820	)
Net income (loss)	2,802,429			28,307			2,830,736
Partners’ capital (deficit), March 31, 2009	$	998,842		$	(343,926	)	$	654,916

See notes to financial statements

F-20

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS

Years ended March 31, 2009 and 2008

	Total
	2009			2008
Cash flows from operating activities
Net income (loss)	$	685,139		$	(4,175,467	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of (income) losses from operating limited partnerships	(4,588,819		)	1,376,172
Distributions received from operating limited partnerships	3,859			7,409
Impairment loss	1,953,661			293,550
Amortization	52,381			52,385
Changes in assets and liabilities
Other assets	(2,746		)	(7,340		)
Accounts payable and accrued expenses	13,101			16,906
Accounts payable - affiliates	(1,791,977		)	1,187,067
Net cash provided by (used in) operating activities	(3,675,401		)	(1,249,318		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	(20,070		)	(4,208		)
Proceeds from disposition of operating limited partnerships	5,033,044			80,903
Net cash provided by (used in) investing activities	5,012,974			76,695
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	1,337,573			(1,172,623		)
Cash and cash equivalents, beginning	775,079			1,947,702
Cash and cash equivalents, end	$	2,112,652		$	775,079

F-21

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 15
	2009			2008
Cash flows from operating activities
Net income (loss)	$	535,767		$	(525,430	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Share of (income) losses from operating limited partnerships	(1,070,860		)	65,374
Distributions received from operating limited partnerships	—			—
Impairment loss	154,346			6,087
Amortization	7,652			7,653
Changes in assets and liabilities
Other assets	27,791			(7,340		)
Accounts payable and accrued expenses	(15,378		)	15,381
Accounts payable - affiliates	(647,114		)	(783,229		)
Net cash provided by (used in) operating activities	(1,007,796		)	(1,221,504		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			(4,208		)
Proceeds from disposition of operating limited partnerships	1,230,294			80,903
Net cash provided by (used in) investing activities	1,230,294			76,695
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	222,498			(1,144,809		)
Cash and cash equivalents, beginning	200,415			1,345,224
Cash and cash equivalents, end	$	422,913		$	200,415

F-22

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 16
	2009			2008
Cash flows from operating activities
Net income (loss)	$	(935,510	)	$	(1,290,259	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of (income) losses from operating limited partnerships	(178,599		)	645,050
Distributions received from operating limited partnerships	3,859			3,797
Impairment loss	519,355			—
Amortization	10,600			10,600
Changes in assets and liabilities
Other assets	—			—
Accounts payable and accrued expenses	9,619			381
Accounts payable - affiliates	579,004			637,927
Net cash provided by (used in) operating activities	8,328			7,496
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	(20,070		)	—
Proceeds from disposition of operating limited partnerships	276,505			—
Net cash provided by (used in) investing activities	256,435			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	264,763			7,496
Cash and cash equivalents, beginning	197,645			190,149
Cash and cash equivalents, end	$	462,408		$	197,645

F-23

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 17
	2009			2008
Cash flows from operating activities
Net income (loss)	$	(1,389,081	)	$	(1,011,494	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of (income) losses from operating limited partnerships	81,403			216,176
Distributions received from operating limited partnerships	—			3,612
Impairment loss	839,397			287,463
Amortization	11,312			11,312
Changes in assets and liabilities
Other assets	(30,000		)	—
Accounts payable and accrued expenses	(378		)	381
Accounts payable - affiliates	458,870			517,260
Net cash provided by (used in) operating activities	(28,477		)	24,710
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	36,000			—
Net cash provided by (used in) investing activities	36,000			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	7,523			24,710
Cash and cash equivalents, beginning	190,524			165,814
Cash and cash equivalents, end	$	198,047		$	190,524

F-24

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 18
	2009			2008
Cash flows from operating activities
Net income (loss)	$	(356,773	)	$	(533,939	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of (income) losses from operating limited partnerships	(120,596		)	92,945
Distributions received from (refunded to) operating limited partnerships	—			—
Impairment loss	113,279			—
Amortization	8,388			8,391
Changes in assets and liabilities
Other assets	—			—
Accounts payable and accrued expenses	9,619			382
Accounts payable - affiliates	391,673			401,554
Net cash provided by (used in) operating activities	45,590			(30,667		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	125,596			—
Net cash provided by (used in) investing activities	125,596			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	171,186			(30,667		)
Cash and cash equivalents, beginning	76,676			107,343
Cash and cash equivalents, end	$	247,862		$	76,676

F-25

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

STATEMENTS OF CASH FLOWS - CONTINUED

Years ended March 31, 2009 and 2008

	Series 19
	2009			2008
Cash flows from operating activities
Net income (loss)	$	2,830,736		$	(814,345	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Share of (income) losses from operating limited partnerships	(3,300,167		)	356,627
Distributions received from operating limited partnerships	—			—
Impairment loss	327,284			—
Amortization	14,429			14,429
Changes in assets and liabilities
Other assets	(537		)	—
Accounts payable and accrued expenses	9,619			381
Accounts payable - affiliates	(2,574,410		)	413,555
Net cash provided by (used in) operating activities	(2,693,046		)	(29,353		)
Cash flows from investing activities
Capital contributions paid to operating limited partnerships	—			—
Proceeds from disposition of operating limited partnerships	3,364,649			—
Net cash provided by (used in) investing activities	3,364,649			—
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	671,603			(29,353		)
Cash and cash equivalents, beginning	109,819			139,172
Cash and cash equivalents, end	$	781,422		$	109,819

See notes to financial statements

F-26

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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.

F-27

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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

The BACs issued and outstanding in each series at March 31, 2009 and 2008 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

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.

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.

F-28

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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

Investments in Operating Limited Partnerships (Continued)

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:

	2009		2008
Series 15	$	36,759	$	36,930
Series 16	14,193		14,193
Series 17	115,401		85,401
Series 18	62,536		57,536
Series 19	1,691		2,921
	$	230,580	$	196,981

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 $1,953,661 and $293,550 during the years ended March 31, 2009 and 2008, respectively. 

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.

F-29

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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

Investments in Operating Limited Partnerships (Continued)

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. 

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.

F-30

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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

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 were being amortized on the straight-line method, over 27.5 years (330 months). During March 31, 2009 an impairment loss of $704,293 was recorded which resulted in deferred acquisition costs being written off to $0.

Accumulated amortization as of March 31, 2009 and 2008 is as follows:

	2009		2008
Series 15	$	—	$	178,212
Series 16	—		309,729
Series 17	—		269,377
Series 18	—		193,270
Series 19	—		186,077
	$	—	$	1,136,665

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.

In June 2006, the Financial Accounting Standards Board (`FASB”) issued Interpretation No. 48 “Accounting for Uncertainty in Income Taxes” (FIN 48), an interpretation of FASB Statement No. 109. FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements.  FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the fund’s tax returns to determine whether the tax positions are more-likely-than-not of being sustained upon examination by the applicable tax authority, based on the technical merits of the tax position, and then recognizing the tax benefit that is more-likely-than-not to be realized.  Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current reporting period.  As required, the fund adopted FIN 48 effective April 1, 2007 and concluded that the effect is not material to its financial statements.  Accordingly, no cumulative effect adjustment related to the adoption of FIN 48 was recorded.

F-31

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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

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.

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, 2009 and 2008 are as follows:

	2009		2008
Series 15	$	3,870,500	$	3,870,500
Series 16	5,429,402		5,429,402
Series 17	5,000,000		5,000,000
Series 18	3,616,200		3,616,200
Series 19	4,080,000		4,080,000
	$	21,996,102	$	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-32

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE B - RELATED PARTY TRANSACTIONS

During the years ended March 31, 2009 and 2008, 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, 2009 and 2008 is as follows:

	2009		2008
Series 15	$	352,945	$	441,771
Series 16	603,786		635,316
Series 17	508,870		517,260
Series 18	375,660		381,948
Series 19	325,590		411,348
	$	2,166,851	$	2,387,643

F-33

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE B - RELATED PARTY TRANSACTIONS (CONTINUED)

The reporting fees paid by the operating limited partnerships to the partnership for the years ended March 31, 2009 and 2008 are as follows:

	2009		2008
Series 15	$	80,322	$	78,883
Series 16	102,559		88,663
Series 17	124,055		91,340
Series 18	79,046		13,857
Series 19	234,868		41,776
	$	620,850	$	314,519

The partnership management fees paid for the years ended March 31, 2009 and 2008 are as follows:

	2009		2008
Series 15	$	1,000,059	$	1,225,000
Series 16	24,782		—
Series 17	50,000		—
Series 18	—		—
Series 19	2,900,000		—
	$	3,974,841	$	1,225,000

F-34

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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 as of March 31, 2009 and 2008 are as follows:

	2009		2008
Series 15	$	—	$	—
Series 16	2,611		2,611
Series 17	635,362		635,362
Series 18	144,796		128,783
Series 19	2,207		2,207
	$	784,976	$	768,963

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 (BCAMLP) during the years ended March 31, 2009 and 2008 charged to each series’ operations are as follows:

	2009		2008
Series 15	$	21,527	$	24,349
Series 16	22,648		25,976
Series 17	19,652		23,239
Series 18	16,058		19,606
Series 19	15,450		19,365
	$	95,335	$	112,535

F-35

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE B - RELATED PARTY TRANSACTIONS (CONTINUED)

Accounts payable - affiliates at March 31, 2009 and 2008 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, 2009 and 2008, 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, 2009 and 2008 by series are as follows:

	2009	2008
Series 15	43	58
Series 16	48	61
Series 17	44	47
Series 18	29	34
Series 19	22	26
	186	226

F-36

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (CONTINUED)

During the year ended March 31, 2009 the partnership disposed of forty of the operating limited partnerships. A summary of the dispositions by Series for March 31, 2009 is as follows:

	Operating	Sale of
	Partnership	Underlying	Partnership
	Interest	Operating	Proceeds from		Gain/(Loss) on
	Transferred	Partnership	Disposition		Disposition
Series 15	14	1	$	1,230,294	$	1,172,053
Series 16	13	—	276,505		197,364
Series 17	3	—	36,000		36,000
Series 18	5	—	125,596		125,596
Series 19	4	—	3,364,649		3,364,649
Total	39	1	$	5,033,044	$	4,895,662

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

	Operating	Sale of
	Partnership	Underlying	Partnership
	Interest	Operating	Proceeds from		Gain/(Loss) on
	Transferred	Partnership	Disposition*		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.

F-37

Boston Capital Tax Credit Fund III Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009 and 2008 by series are as follows:

	2009		2008
Series 15	$	—	$	—
Series 16	51,792		71,862
Series 17	67,895		67,895
Series 18	18,554		18,554
Series 19	—		—
	$	138,241	$	158,311

F-38

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The fund’s investments in operating limited partnerships at March 31, 2009 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	$	118,326,160		$	14,239,873		$	28,167,833
Acquisition costs of operating limited partnerships	14,908,373			1,856,981			3,305,566
Syndication costs from operating limited partnerships	(57,566		)	—			—
Cumulative distributions from operating limited partnerships	(847,302		)	(11,825		)	(424,111		)
Cumulative impairment loss in investment in operating limited partnerships	(28,582,466		)	(1,373,717		)	(6,170,045		)
Cumulative losses from operating limited partnerships	(103,747,199		)	(14,711,312		)	(24,879,243		)
Investments in operating limited partnerships per balance sheets	—			—			—
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2009 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2008 (see note A)	(1,054,265		)	(128,731		)	(93,920		)
The fund has recorded acquisition costs at March 31, 2009 which have not been recorded in the net assets of the operating limited partnerships (see note A)	(2,523,786		)	(349,715		)	(449,632		)
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)	1,888,020			243,906			—

F-39

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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)	(43,559,347		)	(9,559,854		)	(12,312,224		)
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A)	634,243			121,387			123,804
Cumulative impairment loss in investment in operating limited partnerships	28,582,466			1,373,717			6,170,045
Other	650,623			(48,239		)	779,517
Equity per operating limited partnerships’ combined financial statements	$	(15,382,046	)	$	(8,347,529	)	$	(5,782,410	)

F-40

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The fund’s investments in operating limited partnerships at March 31, 2009 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	$	29,235,539		$	24,708,515		$	21,974,400
Acquisition costs of operating limited partnerships	3,635,326			3,441,293			2,669,207
Syndication costs from operating limited partnerships	—			(57,566		)	—
Cumulative distributions from operating limited partnerships	(139,408		)	(134,254		)	(137,704		)
Cumulative impairment loss in investment in operating limited partnerships	(6,863,175		)	(5,926,733		)	(8,248,796		)
Cumulative losses from operating limited partnerships	(25,868,282		)	(22,031,255		)	(16,257,107		)
Investments in operating limited partnerships per balance sheets	—			—			—
The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 2009 which have not been included in the partnership’s capital account included in the operating limited partnerships’ financial statements as of December 31, 2008 (see note A)	(710,224		)	(61,783		)	(59,607		)
The fund has recorded acquisition costs at March 31, 2009 which have not been recorded in the net assets of the operating limited partnerships (see note A)	(695,315		)	(387,564		)	(641,560		)
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)	737,012			569,226			337,876

F-41

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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)	(8,544,063		)	(8,384,400		)	(4,758,806		)
The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A)	59,201			86,988			242,863
Cumulative impairment loss in investment in operating limited partnerships	6,863,175			5,926,733			8,248,796
Other	(56,777		)	7,600			(31,478		)
Equity per operating limited partnerships’ combined financial statements	$	(2,346,991	)	$	(2,243,200	)	$	3,338,084

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:

	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-43

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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-44

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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-45

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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-46

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized balance sheets of the operating limited partnerships at December 31, 2008 are as follows:

COMBINED SUMMARIZED BALANCE SHEETS

	Total			Series 15			Series 16
ASSETS
Buildings and improvements, net of accumulated depreciation	$	233,999,274		$	31,537,364		$	54,836,178
Land	20,743,616			3,103,668			3,976,252
Other assets	30,907,091			5,587,807			7,846,453
	$	285,649,981		$	40,228,839		$	66,658,883
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgages and construction loans payable	$	258,538,928		$	46,431,057		$	58,509,839
Accounts payable and accrued expenses	14,640,749			528,316			7,549,170
Other liabilities	31,480,965			2,457,597			4,366,765
	304,660,642			49,416,970			70,425,774
PARTNERS’ CAPITAL (DEFICIT)
Boston Capital Tax Credit Fund III L.P.	(15,382,046		)	(8,347,529		)	(5,782,410		)
Other partners	(3,628,615		)	(840,602		)	2,015,519
	(19,010,661		)	(9,188,131		)	(3,766,891		)
	$	285,649,981		$	40,228,839		$	66,658,883

F-47

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

The combined summarized balance sheets of the operating limited partnerships at December 31, 2008 are as follows:

COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED

	Series 17			Series 18			Series 19
ASSETS
Buildings and improvements, net of accumulated depreciation	$	66,261,640		$	38,588,297		$	42,775,795
Land	6,265,765			3,061,789			4,336,142
Other assets	8,810,213			5,136,478			3,526,140
	$	81,337,618		$	46,786,564		$	50,638,077
LIABILITIES AND PARTNERS’ CAPITAL (DEFICIT)
Mortgages and construction loans payable	$	77,953,401		$	38,147,354		$	37,497,277
Accounts payable and accrued expenses	1,988,256			2,897,860			1,677,147
Other liabilities	9,424,340			8,295,175			6,937,088
	89,365,997			49,340,389			46,111,512
PARTNERS’ CAPITAL (DEFICIT)
Boston Capital Tax Credit Fund III L.P.	(2,346,991		)	(2,243,200		)	3,338,084
Other partners	(5,681,388		)	(310,625		)	1,188,481
	(8,028,379		)	(2,553,825		)	4,526,565
	$	81,337,618		$	46,786,564		$	50,638,077

F-48

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009 and 2008

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, 2009 and 2008

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, 2008 are as follows:

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS

	Total			Series 15			Series 16
Revenue
Rental	$	52,092,502		$	8,043,825		$	11,818,857
Interest and other	1,981,420			212,769			640,997
	54,073,922			8,256,594			12,459,854
Expenses
Interest	11,926,535			1,455,152			2,620,373
Depreciation and amortization	13,925,588			2,124,441			3,329,968
Taxes and insurance	6,701,224			958,320			1,596,887
Repairs and maintenance	11,516,222			1,915,072			2,949,000
Operating expenses	19,833,568			3,240,257			4,563,176
Other expenses	899,257			58,356			188,811
	64,802,394			9,751,598			15,248,215
NET LOSS	$	(10,728,472	)	$	(1,495,004	)	$	(2,788,361	)
Net loss allocated to Boston Capital Tax Credit Fund III L.P.*	$	(8,115,760	)	$	(1,222,377	)	$	(2,535,933	)
Net loss allocated to other partners	$	(2,612,712	)	$	(272,627	)	$	(252,428	)

* Amounts include $1,122,099, $2,517,167, $1,648,448, $1,615,956, and $941,697 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-51

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2008 are as follows:

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED

	Series 17			Series 18			Series 19
Revenue
Rental	$	15,819,913		$	7,621,743		$	8,788,164
Interest and other	686,917			214,891			225,846
	16,506,830			7,836,634			9,014,010
Expenses
Interest	3,728,973			1,791,186			2,330,851
Depreciation and amortization	3,908,002			2,423,110			2,140,067
Taxes and insurance	1,965,609			1,114,089			1,066,319
Repairs and maintenance	3,427,105			1,848,160			1,376,885
Operating expenses	5,834,681			3,012,623			3,182,831
Other expenses	210,623			207,401			234,066
	19,074,993			10,396,569			10,331,019
NET LOSS	$	(2,568,163	)	$	(2,559,935	)	$	(1,317,009	)
Net loss allocated to Boston Capital Tax Credit Fund III L.P.*	$	(1,735,851	)	$	(1,615,956	)	$	(1,005,643	)
Net loss allocated to other partners	$	(832,312	)	$	(943,979	)	$	(311,366	)

* Amounts include $1,122,099, $2,517,167, $1,648,448, $1,615,956, and $941,697 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-52

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009 and 2008

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 Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE D - OTHER ASSETS

Other assets include cash advanced to operating limited partnerships at March 31, 2009 and 2008, some of which is to be applied to capital contributions payable when certain criteria have been met.  The advances at March 31, 2009 and 2008 by series are as follows:

	2009		2008
Series 15	$	—	$	—
Series 16	—		—
Series 17	30,000		30,000
Series 18	—		5,000
Series 19	—		—
	$	30,000	$	35,000

F-55

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009 is reconciled as follows:

	Total			Series 15			Series 16
Net income (loss) for financial reporting purposes	$	685,139		$	535,767		$	(935,510	)
Operating limited partnership rents received in advance	19,946			1,008			5,442
Accrued fund management fees not deducted (deducted) for tax purposes	(1,807,990		)	(647,114		)	579,004
Other	4,397,250			3,633,734			(556,225		)
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting	(7,845,367		)	(1,122,099		)	(2,517,167		)
Impairment loss in investment in operating limited partnership not deductible for tax purposes	1,249,368			51,040			376,253
Excess of tax depreciation over book depreciation on operating limited partnership assets	(1,654,512		)	(292,759		)	(360,268		)
Difference due to fiscal year for book purposes and calendar year for tax purposes	(2,839,333		)	(158,437		)	(52,523		)
Income (Loss) for tax return purposes, year ended December 31, 2008	$	(7,795,499	)	$	2,001,140		$	(3,460,994	)

F-56

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009 is reconciled as follows:

	Series 17			Series 18			Series 19
Net income (loss) for financial reporting purposes	$	(1,389,081	)	$	(356,773	)	$	2,830,736
Operating limited partnership rents received in advance	14,413			(917		)	—
Accrued fund management fees not deducted (deducted) for tax purposes	458,870			375,660			(2,574,410		)
Other	354,208			(454,126		)	1,419,659
Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting	(1,648,448		)	(1,615,956		)	(941,697		)
Impairment loss in investment in operating limited partnership not deductible for tax purposes	692,337			—			129,738
Excess of tax depreciation over book depreciation on operating limited partnership assets	(510,922		)	(188,985		)	(301,578		)
Difference due to fiscal year for book purposes and calendar year for tax purposes	152,725			(63,866		)	(2,717,232		)
Income (Loss) for tax return purposes, year ended December 31, 2008	$	(1,875,898	)	$	(2,304,963	)	$	(2,154,784	)

F-57

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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 income (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		)
Income (Loss) for tax return purposes, year ended December 31, 2008	$	(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, 2009 and 2008

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 income (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		)
Income (Loss) for tax return purposes, year ended December 31, 2008	$	(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, 2009 and 2008

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, 2009, are as follows:

	Total			Series 15			Series 16
Investments in operating limited partnerships - tax return December 31, 2008	$	(34,008,424	)	$	(10,991,055	)	$	(9,976,616	)
Estimated share of loss for the three months ended March 31, 2009	(1,888,020		)	(243,906		)	—
Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method	43,559,347			9,559,854			12,312,224
Impairment loss in investment in operating limited partnerships	(28,582,466		)	(1,373,717		)	(6,170,045		)
Historic tax credits	5,325,806			—			1,844,836
Other	15,593,757			3,048,824			1,989,601
Investments in operating limited partnerships - as reported	$	—		$	—		$	—

F-60

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009, are as follows:

	Series 17			Series 18			Series 19
Investments in operating limited partnerships - tax return December 31, 2008	$	(6,179,677	)	$	(6,287,617	)	$	(573,459	)
Estimated share of loss for the three months ended March 31, 2009	(737,012		)	(569,226		)	(337,876		)
Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method	8,544,063			8,384,400			4,758,806
Impairment loss in investment in operating limited partnerships	(6,863,175		)	(5,926,733		)	(8,248,796		)
Historic tax credits	1,100,310			2,062,333			318,327
Other	4,135,491			2,336,843			4,082,998
Investments in operating limited partnerships - as reported	$	—		$	—		$	—

F-61

Boston Capital Tax Credit Fund III L.P. -

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

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, 2009 and 2008

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 Limited Partnership

Series 15 through Series 19

NOTES TO FINANCIAL STATEMENTS - CONTINUED

March 31, 2009 and 2008

NOTE F - SUBSEQUENT EVENTS

Prior to and subsequent to March 31, 2009, the fund has entered into agreements to either sell or transfer interests in ten operating limited partnerships which are expected to close in the year ended March 31, 2010.  The estimated sales prices and other terms for the disposition of the operating limited partnerships have been determined.  The estimated proceeds to be received for these ten operating limited partnerships is $1,365,217. The estimated gain on sales of the operating limited  partnerships is $1,152,745 and is expected to be recognized in the first, second, or third quarter of fiscal year ended March 31, 2010.

NOTE G - 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) 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 insurance. Management believes that no significant concentration of credit risk with respect to these cash and cash equivalent balances exists as of March 31, 2009.

NOTE H - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fund is subject to the disclosure provisions of FASB Statement No. 107, “Disclosures about Fair Value of Financial Instruments,” (FAS 107), which requires disclosure of the fair value of the funds’s financial instruments.  As of March 31, 2009, the funds’s financial instruments relate to other assets and accounts payable - affiliates.  Management has not disclosed the fair value of the financial instruments because determination of such fair value is deemed to be impractical.  The other assets and accounts payable - affiliates are due from or owed to affiliates of the fund.  The unique nature of these financial instruments makes determination of any fair value impractical. See notes B and D for disclosure of the carrying amount and terms of these financial instruments.

F-64

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, 2008 and 2007, 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, 2008 and 2007, 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 18 and 19 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

February 11, 2009

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, 2008 and the related statements of operations, 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 audits.  The financial statements of Osage Housing Associates Limited Partnership for the year ended December 31, 2007, were audited by other auditors whose report thereon, dated February 15, 2008, expressed an unqualified opinion.

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, 2008 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.

Summers, Spencer & Callison, CPAs, Chartered

Topeka, Kansas

February 14, 2009

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, 2008 and the related statements of operations, 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 audits.  The financial statements of Ankeny Housing Associates Two Limited Partnership for the year ended December 31, 2007, were audited by other auditors whose report thereon, dated February 15, 2008, expressed an unqualified opinion.

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, 2008 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.

Summers, Spencer & Callison, CPAs, Chartered

Topeka, Kansas

February 14, 2009

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

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

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.

Pailet, Meunier and LeBlanc CPA

Metairie, LA

February 25, 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 7, 2009	/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 7, 2009	/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, 2009 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 7, 2009	/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, 2009 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 7, 2009	/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.