content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  
  Date of Report (Date of earliest event reported):  October 29, 2003
                                                    ------------------
  
  
                        WNC Housing Tax Credit Fund III, L.P.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
        California                     0-21494                   33-0463432
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission               (IRS Employer
   of incorporation)                  File Number)             Identification No.)
  
  
             17782 Sky Park Circle, Irvine, California             92614
  --------------------------------------------------------------------------------
              (Address of principal executive offices)           (Zip Code)
  
  
  Registrant's telephone number, including area code:  (714) 662-5565
                                                       --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  
  
  
  
  
  
  
  
  
  <PAGE>
  
  Item 4.  Changes in registrant's certifying accountant.
  
  On October 29, 2003, the Registrant was informed that BDO Seidman, LLP ("BDO")
  resigned as the Registrant's principal independent accountants. BDO resigned due
  to an independence issue arising from the hire by WNC & Associates, Inc. of a
  former employee of BDO.
  
  During the Registrant's fiscal years ended March 31, 2003 and 2002, and the
  subsequent interim period through October 29, 2003, there were no disagreements
  with BDO on any matters of accounting principles or practices, financial
  statement disclosure or auditing scope or procedure, which, if not resolved to
  the satisfaction of BDO would have caused it to make reference to the subject
  matter of the disagreement in connection with its report on the financial
  statements for that period, nor have there been any reportable events as defined
  under Item 304(a)(1)(v) of Regulation S-K during such period.
  
  BDO's report on the Registrant's financial statements for either of the past two
  years ended March 31, 2003 and 2002 did not contain an adverse opinion or
  disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
  scope or accounting principles.
  
  Effective as of October 31, 2003, the Registrant engaged the firm of Reznick
  Fedder & Silverman ("Reznick"), as independent accountants. From April 1, 2001
  to such date of engagement, neither the Registrant nor anyone on behalf of the
  Registrant consulted with Reznick regarding the application of accounting
  principles to a specific transaction or the type of audit opinion that might be
  rendered on the Registrant's financial statements, and no written or oral advice
  was provided by Reznick that was a factor considered by the Registrant in
  reaching its decision as to accounting, auditing or financial reporting issues.
  
  
  Item 7.  Financial Statements and Exhibits
  
  (c) Exhibits
  
          16.1   Letter regarding change in certifying accountant (to be filed
                 by amendment)
  
  
  
  
  <PAGE>
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   WNC Housing Tax Credit Fund III, L.P.
  
  Date: November 4, 2003           By:    WNC &  Associates, Inc.,
                                          General Partner
  
                                          By:    /s/ THOMAS J. RIHA
                                                 -------------------
                                                 Thomas J. Riha,
                                                 Vice President - Chief Financial
                                                 Officer
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         2
  <PAGE>
  
  
                                   Exhibit Index
  
  
  Exhibit
  Number          Exhibit
  
  16.1            Letter regarding change in certifying accountant (to be filed
                  by amendment)
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metadata_filer: {"company-data": {"conformed-name": "WNC HOUSING TAX CREDIT FUND III L P", "cik": "0000875278", "assigned-sic": "6513", "irs-number": "330463432", "state-of-incorporation": "CA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-21494", "film-number": "03975751"}, "business-address": {"street1": "3158 REDHILL AVE STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626", "phone": "7146625565"}, "mail-address": {"street1": "3158 REDHILL AVE", "street2": "STE 120", "city": "COSTA MESA", "state": "CA", "zip": "92626"}}
text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported):  October 29, 2003
                                                    ------------------
  
                        WNC Housing Tax Credit Fund III, L.P.
  --------------------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
        California                     0-21494                   33-0463432
  --------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission               (IRS Employer
   of incorporation)                  File Number)             Identification No.)
  
             17782 Sky Park Circle, Irvine, California             92614
  --------------------------------------------------------------------------------
              (Address of principal executive offices)           (Zip Code)
  
  Registrant's telephone number, including area code:  (714) 662-5565
                                                       --------------
  
                                         N/A
            -------------------------------------------------------------
            (Former name or former address, if changed since last report)
  Item 4.  Changes in registrant's certifying accountant.
  
  On October 29, 2003, the Registrant was informed that BDO Seidman, LLP ("BDO")
  resigned as the Registrant's principal independent accountants. BDO resigned due
  to an independence issue arising from the hire by WNC & Associates, Inc. of a
  former employee of BDO.
  
  During the Registrant's fiscal years ended March 31, 2003 and 2002, and the
  subsequent interim period through October 29, 2003, there were no disagreements
  with BDO on any matters of accounting principles or practices, financial
  statement disclosure or auditing scope or procedure, which, if not resolved to
  the satisfaction of BDO would have caused it to make reference to the subject
  matter of the disagreement in connection with its report on the financial
  statements for that period, nor have there been any reportable events as defined
  under Item 304(a)(1)(v) of Regulation S-K during such period.
  
  BDO's report on the Registrant's financial statements for either of the past two
  years ended March 31, 2003 and 2002 did not contain an adverse opinion or
  disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
  scope or accounting principles.
  
  Effective as of October 31, 2003, the Registrant engaged the firm of Reznick
  Fedder & Silverman ("Reznick"), as independent accountants. From April 1, 2001
  to such date of engagement, neither the Registrant nor anyone on behalf of the
  Registrant consulted with Reznick regarding the application of accounting
  principles to a specific transaction or the type of audit opinion that might be
  rendered on the Registrant's financial statements, and no written or oral advice
  was provided by Reznick that was a factor considered by the Registrant in
  reaching its decision as to accounting, auditing or financial reporting issues.
  
  Item 7.  Financial Statements and Exhibits
  
  (c) Exhibits
  
          16.1   Letter regarding change in certifying accountant (to be filed
                 by amendment)
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                   WNC Housing Tax Credit Fund III, L.P.
  
  Date: November 4, 2003           By:    WNC &  Associates, Inc.,
                                          General Partner
  
                                          By:    /s/ THOMAS J. RIHA
                                                 -------------------
                                                 Thomas J. Riha,
                                                 Vice President - Chief Financial
                                                 Officer
  
                                         2
  Exhibit Index
  
  Exhibit
  Number          Exhibit
  
  16.1            Letter regarding change in certifying accountant (to be filed
                  by amendment)