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 30, 1998
NATIONAL HOUSING PARTNERSHIP REALTY FUND III (a Maryland Limited Partnership)
(Exact name of registrant as specified in its charter)
Maryland 0 14457 52 1394972
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or organization) Identification No.)
9200 Keystone Crossing
Suite 500
Indianapolis, Indiana 46240-7602
(Address of principal executive offices) (Zip Code)
Registrant's telephone, including area code: (317) 817-7500
Not Applicable
(Former Name or Former Address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants.
(i) On or about October 28, 1998, National Housing Partnership
Realty Fund III (the "Registrant") dismissed Deloitte & Touche LLP as the
Registrant's independent accountants and engaged Ernst & Young LLP as its
independent accountants.
(ii) Deloitte & Touche LLP's reports on the financial
statements of the Registrant for the past two fiscal years did not contain
an adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles.
(iii) The decision to change independent accountants from
Deloitte & Touche LLP to Ernst & Young LLP was recommended by the general
partner of the Registrant.
(iv) During the Registrant's fiscal years ending December
31, 1996 and December 31, 1997 and the subsequent interim period preceding
the dismissal, there were no disagreements with Deloitte & Touche LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche
LLP to make reference to the subject matter of the disagreement(s) in
connection with their report.
(v) During the periods listed in item (iv) above, there
have been no "reportable events" (as defined in paragraph (a)(1)(v) of Item
304 of Regulation S-K).
(vi) The Registrant has provided Deloitte & Touche LLP with a
copy of this disclosure and requested that Deloitte & Touche LLP furnish it
with a letter addressed to the Securities and Exchange Commission (the
"Commission") stating whether it agrees with the above statements. (A copy
of the Deloitte & Touche LLP letter addressed to the Commission will be filed
by amendment to this Form 8-K within 10 business days).
(b) New independent accountants.
(i) On or about the date of dismissal of Deloitte & Touche LLP,
the Registrant engaged Ernst & Young LLP as independent accountants for the
fiscal year ending December 31, 1998.
(ii) Prior to the appointment of Ernst & Young LLP, the
Registrant did not engage or consult with Ernst & Young LLP regarding any
of the matters described in Item 304(a)(2) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
The required letter of Deloitte & Touche LLP regarding a
change in certifying accountant will be filed by amendment within
10 business days.
SIGNATURE
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 thereunto duly authorized.
NATIONAL HOUSING PARTNERSHIP
REALTY FUND III (a Maryland Limited
Partnership)
By: The National Housing Partnership,
its general partner
By: National Corporation for Housing
Partnerships, its general partner
Date: October 30, 1998 By: /s/ Troy D. Butts
__________________________________
Troy D. Butts
Senior Vice President and
Chief Financial Officer
