INDEPENDENCE TAX CREDIT PLUS LP III
NT 10-K, 1996-08-15
REAL ESTATE
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                   Washington, D.C. 20549        | hours per response...2.50 |
                                                 -----------------------------
                         FORM 12b-25             -----------------------------
                                                 |      SEC FILE NUMBER      |
                 NOTIFICATION OF LATE FILING     |           0-24650         |
                                                 -----------------------------
                                                 -----------------------------
(Check One):    [ ] Form 10-K   [ ] Form 20-F    |       CUSIP NUMBER        |
[ ] Form 11-K   [X] Form 10-Q   [ ] Form N-SAR   |                           |
                                                 -----------------------------
           For Period Ended:      June 30, 1996
           [ ] 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: 
                                           -----------------------------------

  Read Instruction (on back page) Before Preparing Form. Please Print or Type.
    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 Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

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Full Name of Registrant

     Independence Tax Credit Plus L.P. III
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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)

     c/o The Related Companies, 625 Madison Avenue, New York, NY 10022
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City, State and Zip Code


PART II -- RULES 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 Rule 12b-25(b), the
following should be completed. (Check box if appropriate)

      |  (a) The reasons described in reasonable detail in Part III of this
      |      form could not be eliminated without unreasonable effort or
      |      expense;
      |  (b) The subject annual report, semi-annual report, transition report
      |      on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof,
 [X]  |      will be filed on or before the fifteenth calander day following
      |      the prescribed due date; or the subject quarterly report of
      |      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 the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

The Form 10-Q for the above Registrant was not complete for filing by August 14,
1996 due to the  inability  to obtain  certain  information  required for proper
disclosure.

                                               (Attach Extra Sheets if Needed)
                                                              SEC 1344 (11-91)
<PAGE>

PART IV -- OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this 
     notification

         Lawrence J. Lipton            212              421-5333
     --------------------------   -------------   --------------------
              (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 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.

==============================================================================

                     Independence Tax Credit Plus L.P. III
                 --------------------------------------------
                 (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.


Date     August 13, 1996                      By  /s/ Lawrence J. Lipton
    ---------------------------------         --------------------------------

INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.

- ---------------------------------- ATTENTION ---------------------------------
|      Intentional misstatements or omissions of fact constitute Federal     |
|                  Criminl Violations (See 18 U.S.C. 1001).                  |
- ------------------------------------------------------------------------------

                             GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act. The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities
     of the registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but
     need not restate information that has been correctly furnished. The form
     shall be clearly indentified as an amended notification.



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