SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20594
FORM 12b-25
Notification of Late Filing
Commission File Number 0-21718
(Check one): ( ) Form 10-K ( ) Form 11-K ( )
Form 20-F
(X) Form 10-Q ( ) Form N-SAR
For Period Ended: December 31, 1998
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( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F ( ) Transition Report on
Form 11-K
( ) Transition Report on Form 10-Q ( ) Transition Report on
Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the
Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the items(s) to which the notification relates:
The notification relates to the Form 10-Q in its entirety.
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PART I
Registrant Information
Full name of registrant
Boston Capital Tax Credit Fund III L.P.
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Former name if applicable
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- ----------Address of principal executive office (Street and
Number)
One Boston Place, Suite 2100
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City, State and Zip Code Boston, Massachusetts 02108-
4406
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PART II
Rule 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief
pursuant to Rule12b-25(b), the following should be completed.
(Check appropriate box.)
--
| | (a) The reasons described in reasonable
detail in Part
-- III of this form could not be eliminated
without
unreasonable effort or expense;
--
|X | (b) The subject annual report, semi-annual
report,
- -- transition report on Form 10-K, 20-F,
11-K or
Form N-SAR, or portion thereof will be
filed on
or before the 15th calendar day
following the
prescribed due date; or the subject
quarterly
report or transition report on Form 10-
Q, or
portion thereof will be filed on or
before the
fifth calendar day following the
prescribed due
date; and
--
| | (c) The accountant's statement or other
exhibit
- -- required by Rule 12b-25(c) has been
attached, if
applicable.
PART III
Narrative
State below in reasonable detail the reasons why Form 10-K, 11-
K, 20-F, 10-Q, N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attached extra
sheets if needed.)
The registrant will not be filing the requisite Form 10-Q
within the prescribed time period since the registrant has not
completely received and coordinated all necessary documents and
other information which must be complied and reviewed in order to
properly prepare the Form 10-Q in full detail.
PART IV
Other Information
(1) Name and telephone number of person to contact in
regard
to this notification.
Marc N. Teal 617 624-8900
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--------(Name) (Area Code) (Telephone
Number)
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant
was required to file such report(s) been filed? If the answer is
no, identify report(s).
-- --
| X| Yes | | No
-- --
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report
or portion thereof?
-- --
| | Yes | X| No
-- --
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
See ATTACHMENT TO FORM 12b-25.
Boston Capital Tax Credit Fund III L.P.
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(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: February 12, 1999 By: /S/ JOHN P. MANNING
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John P. Manning, a partner
or Boston Capital
Associates, the general
partner of Boston Capital
Associates III Limited
Partnership, the general
partner of Boston Capital
Tax Credit Fund III L.P.
