INDEPENDENCE TAX CREDIT PLUS LP III
10-Q, 1997-08-14
REAL ESTATE
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark One)


  X              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 
- - ------           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended June 30, 1997


                                       OR


                 TRANSITION REPORT PURSUANT TO SECTION 13 OR 
- - ------           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



                         Commission File Number 0-24650



                      INDEPENDENCE TAX CREDIT PLUS L.P. III
             (Exact name of registrant as specified in its charter)



         Delaware                                                13-3746339 
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                               Identification No.)


625 Madison Avenue, New York, New York                              10022
(Address of principal executive offices)                          (Zip Code)


Registrant's telephone number, including area code (212)421-5333


       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 ____

<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                           Consolidated Balance Sheets
                                   (Unaudited)

                                                 ============      ============
                                                    June 30,         March 31,
                                                     1997              1997
                                                 ------------      ------------
ASSETS
Property and equipment at cost,
   net of accumulated depreciation
   of $2,305,816 and $1,937,998,
   respectively                                  $ 48,167,861      $ 47,064,479
Construction in progress                            9,802,462         6,147,275
Cash and cash equivalents                           5,054,920         7,573,213
Investments available for sale                      6,000,000         6,500,000
Cash held in escrow                                 8,188,245         6,973,508
Deferred costs, net of accumulated
   amortization of $164,177 and
   $148,841, respectively                           1,442,937         1,656,870
Other assets                                          598,748           576,688
Due from local general partners
   and affiliates                                     317,056           317,056
                                                 ------------      ------------
   Total assets                                  $ 79,572,229      $ 76,809,089
                                                 ============      ============

LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
   Mortgage notes payable                        $ 25,806,982      $ 23,706,680
   Construction loan payable                        6,989,930         8,165,460
   Accounts payable and other
    liabilities                                     2,583,373         2,463,550
   Due to local general partners and
    affiliates                                      5,483,571         3,480,031
   Due to general partner and
    affiliates                                        252,348           235,030
                                                 ------------      ------------

    Total liabilities                              41,116,204        38,050,751
                                                 ------------      ------------

Minority interest                                   1,810,740         1,721,534
                                                 ------------      ------------

Commitments and contingencies (Note 3)

Partners' capital:
   Limited partners (43,440 BACs
    issued and outstanding)                        36,664,959        37,052,563
   General partner                                    (19,674)          (15,759)
                                                 ------------      ------------
    Total partners' capital                        36,645,285        37,036,804
                                                 ------------      ------------

    Total liabilities and partners'
      capital                                    $ 79,572,229      $ 76,809,089
                                                 ============      ============

           See Accompanying Notes to Consolidated Financial Statements


                                       2
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                  =============================
                                                       Three Months Ended
                                                             June 30,
                                                  -----------------------------
                                                      1997             1996
                                                  -----------------------------
Revenues
   Rental income                                  $   781,870       $   587,250
   Other income                                       128,699           181,963
                                                  -----------       -----------
   Total revenues                                     910,569           769,213
                                                  -----------       -----------
Expenses
   General and administrative                         282,684           259,637
   General and administrative-
    related parties (Note 2)                          103,697           127,827
   Repairs and maintenance                             77,628            55,177
   Operating                                          128,619           150,663
   Taxes                                               38,129            16,507
   Insurance                                           73,393            49,212
   Financial, principally interest                    215,097           148,287
   Depreciation and amortization                      383,154           250,776
                                                  -----------       -----------
   Total expenses                                   1,302,401         1,058,086
                                                  -----------       -----------

Net loss before minority interest                 $  (391,832)      $  (288,873)
Minority interest in loss of
   subsidiary partnerships                                313                27
                                                  -----------       -----------
Net loss                                          $  (391,519)      $  (288,846)
                                                  ===========       ===========

Net loss - limited partners                       $  (387,604)      $  (285,958)
                                                  ===========       ===========

Number of BACs outstanding                             43,440            43,440
                                                  ===========       ===========

Net loss per BAC                                  $     (8.92)      $     (6.58)
                                                  ===========       ===========


           See Accompanying Notes to Consolidated Financial Statements

                                       3
<PAGE>



                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
             Consolidated Statement of Changes in Partners' Capital
                                   (Unaudited)

                               ================================================
                                                   Limited            General
                                   Total           Partners           Partner
                               ------------------------------------------------

Partners' capital -
 April 1, 1997                 $ 37,036,804      $ 37,052,563      $    (15,759)
Net loss                           (391,519)         (387,604)           (3,915)
                               ------------      ------------      ------------
Partners' capital -
 June 30, 1997                 $ 36,645,285      $ 36,664,959      $    (19,674)
                               ============      ============      ============


           See Accompanying Notes to Consolidated Financial Statements


                                       4
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                   (Unaudited)

                                                   ============================
                                                         Three Months Ended
                                                              June 30,
                                                   ----------------------------
                                                       1997             1996
                                                   ----------------------------
Cash flows from operating activities:

Net loss                                           $  (391,519)     $  (288,846)
Adjustments to reconcile net loss to
   net cash used in operating activities:
   Depreciation and amortization                       383,154          250,776
   Minority interest in loss of
    subsidiaries                                          (313)             (27)
   Increase (decrease) in accounts
    payable and other liabilities                       75,205         (354,952)
   Increase in cash held in escrow                    (525,542)         (26,284)
   (Increase) decrease in other assets                 (22,060)         188,884
   Increase in due to local general
    partners and affiliates                              5,926           44,453
   Decrease in due to local general
    partners and affiliates                            (34,672)         (35,335)
   Increase in due to general partner
    and affiliates                                      17,318           61,770
                                                   -----------      -----------
    Total adjustments                                 (100,984)         129,285
                                                   -----------      -----------

   Net cash used in
    operating activities                              (492,503)        (159,561)
                                                   -----------      -----------

Cash flows from investing activities:
   Increase in property and
    equipment                                       (2,859,421)        (107,909)
   Decrease in investments
    available for sale                                 500,000        1,902,412
   Increase in construction in progress             (2,077,831)      (1,529,895)
   (Increase) decrease in cash held
    in escrow                                         (689,195)       1,141,372
   Decrease (increase) in deferred costs                13,818          (14,046)
   Increase (decrease) in accounts
    payable and other liabilities                       44,618         (544,022)
   Increase in due to local general
    partners and affiliates                          2,257,696           19,532
   Decrease in due to local general
    partners and affiliates                           (225,410)        (682,579)
                                                   -----------      -----------
   Net cash (used in) provided by
    investing activities                            (3,035,725)         184,865
                                                   -----------      -----------


           See Accompanying Notes to Consolidated Financial Statements


                                       5
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                Increase (Decrease) in Cash and Cash Equivalents
                                   (continued)
                                   (Unaudited)

                                                   ============================
                                                         Three Months Ended
                                                              June 30,
                                                   ----------------------------
                                                       1997             1996
                                                   ----------------------------
Cash flows from financing activities:
   Proceeds from mortgage notes                        676,744          644,820
   Repayments of mortgage notes                        (26,442)        (167,172)
   Proceeds from construction loans                    274,470          717,163
   Repayments of construction loans                          0         (407,444)
   Increase in deferred costs                           (4,356)        (129,726)
   Increase (decrease) in capitalization
    of consolidated subsidiaries
    attributable to minority interest                   89,519          (16,787)
                                                   -----------      -----------
   Net cash provided by financing
    activities                                       1,009,935          640,854
                                                   -----------      -----------

Net increase (decrease) in cash and
   cash equivalents                                 (2,518,293)         666,158
Cash and cash equivalents at
   beginning of period                               7,573,213        9,333,536
                                                   -----------      -----------
Cash and cash equivalents at
   end of period                                   $ 5,054,920      $ 9,999,694
                                                   ===========      ===========

Supplemental disclosures of noncash
   investing and financing activities:
   Capitalization of deferred
    acquisition costs                                  189,135                0
   Conversion of construction notes
    payable to mortgage notes
    payable                                          1,450,000                0
   Property and equipment reclassified
    from construction in progress                            0          309,338

Consolidation of investment in
   subsidiary partnership:*
   Decrease in property and
    equipment                                        1,577,356                0
   Increase in construction in
    progress                                        (1,577,356)               0


*Prior to consolidation, investments in subsidiary partnerships are included in
property and equipment.

           See Accompanying Notes to Consolidated Financial Statements


                                       6
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)

Note 1 - General

Independence  Tax Credit Plus L.P.  III (a Delaware  limited  partnership)  (the
"Partnership")  was  organized on December 23, 1993,  and  commenced  the public
offering on June 7, 1994.  The  general  partner of the  Partnership  is Related
Independence  Associates III L.P., a Delaware limited  partnership (the "General
Partner").

The  Partnership's   business  is  to  invest  in  other  partnerships   ("Local
Partnerships",  "subsidiaries"  or "subsidiary  partnerships")  owning apartment
complexes that are eligible for the low-income  housing tax credit ("Housing Tax
Credit") enacted in the Tax Reform Act of 1986, some of which complexes may also
be eligible for the historic  rehabilitation  tax credit ("Historic Tax Credit";
together with Housing Tax Credits, "Tax Credits").

As of June 30, 1997, the Partnership has acquired limited partnership  interests
in eighteen subsidiary partnerships,  one of which has not been consolidated and
is shown  on the  balance  sheet,  at  cost,  as  property  and  equipment.  The
Partnership  anticipates  acquiring limited partnership  interests in additional
subsidiary  partnerships  in the future.  Through the rights of the  Partnership
and/or an affiliate of the General  Partner,  which  affiliate has a contractual
obligation to act on behalf of the Partnership, to remove the general partner of
the subsidiary  local  partnerships  and to approve  certain major operating and
financial decisions, the Partnership has a controlling financial interest in the
subsidiary partnerships.

The  Partnership's  fiscal  quarter ends June 30. All  subsidiaries  have fiscal
quarters  ending March 31. Accounts of the  subsidiaries  have been adjusted for
intercompany transactions from April 1 through June 30.

All intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation.

Increases  (decreases)  in  the  capitalization  of  consolidated   subsidiaries
attributable to minority  interest arise from cash  contributions  from and cash
distributions to the minority interest partners.

Losses  attributable to minority interests which exceed the minority  interests'
investment  in a subsidiary  have been charged to the  Partnership.  Such losses
aggregated  approximately  $3,200 and $2,400 for the three months ended June 30,
1997 and 1996, respectively.  The Partnership's investment in each subsidiary is
equal to the respective subsidiary's partners' equity less minority interest


                                       7
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)

Note 1 - General (continued)

capital,  if any.  In  consolidation,  all  subsidiary  partnership  losses  are
included in the  Partnership's  capital  account except for losses  allocated to
minority interest capital.

Certain  information  and  note  disclosures   normally  included  in  financial
statements prepared in accordance with generally accepted accounting  principles
have been omitted or condensed.  These condensed financial  statements should be
read in conjunction with the financial  statements and notes thereto included in
the  Partnership's  Annual  Report on Form 10-K for the period  ended  March 31,
1997.

The books and records of the  Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting  principles.  In the
opinion of the General Partner of the Partnership,  the  accompanying  unaudited
financial  statements  contain  all  adjustments   (consisting  only  of  normal
recurring adjustments) necessary to present fairly the financial position of the
Partnership as of June 30, 1997 and the results of operations and cash flows for
the three months ended June 30, 1997 and 1996.  However,  the operating  results
for the three  months ended June 30, 1997 may not be  indicative  of the results
for the year.

Note 2 - Related Party Transactions

An affiliate  of the General  Partner has a .01%  interest as a special  limited
partner, in each of the Local Partnerships.

The costs  incurred to related  parties for the three months ended June 30, 1997
and 1996 were as follows:

A)  Acquisition Fees and Expenses
The General  Partner was entitled to a consulting  and  monitoring  fee equal to
6.0% of the gross proceeds of the offering paid upon investor closings,  for its
services in  connection  with  assisting  the Local  Partnerships  in  acquiring
apartment complexes and supervising the construction of the complexes. Such fees
will be  capitalized  as a cost of the  investments  upon closing of  subsidiary
partnership  acquisitions.  As of  both  June  30,  1997  and  March  31,  1997,
$2,606,400 of such costs have been incurred, of which $2,151,227 and $1,962,092,
respectively, have been capitalized.


                                       8
<PAGE>

                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)

Note 2 - Related Party Transactions (continued)

B) Other Related Party  Expenses
The costs  incurred to related  parties for the three months ended June 30, 1997
and 1996 were as follows:

                                                           Three Months Ended
                                                                June 30, 
                                                       -------------------------
                                                         1997             1996
                                                       -------------------------
Partnership management fees (a)                        $ 12,500         $ 61,451
Expense reimbursement (b)                                45,452           36,230
Property management fees (c)                             39,745           26,146
Local administrative fees (d)                             6,000            4,000
                                                       --------         --------
                                                       $103,697         $127,827
                                                       ========         ========

(a) The General  Partner is entitled to receive a  partnership  management  fee,
after payment of all Partnership expenses,  which together with the annual local
administrative  fees  will not  exceed a maximum  of 0.5% per annum of  invested
assets (as defined in the Partnership Agreement),  for administering the affairs
of  the  Partnership.  Subject  to the  foregoing  limitation,  the  partnership
management fee will be determined by the General  Partner in its sole discretion
based  upon its  review of the  Partnership's  investments.  Unpaid  partnership
management  fees for any  year  will be  accrued  without  interest  and will be
payable from working capital  reserves or to the extent of available funds after
the  Partnership  has made  distributions  to the  limited  partners  of sale or
refinancing  proceeds equal to their original capital  contributions  plus a 10%
priority return thereon (to the extent not  theretofore  paid out of cash flow).
Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $257,000 and $245,000 were accrued and unpaid as of June 30, 1997
and March 31, 1997, respectively.

(b) The Partnership reimburses the General Partner and its affiliates for actual
Partnership   operating  expenses  incurred  by  the  General  Partner  and  its
affiliates on the  Partnership's  behalf.  The amount of reimbursement  from the
Partnership is limited by the provisions of the Partnership  Agreement.  Another
affiliate of the General Partner  performs asset monitoring for the Partnership.
These   services   include  site  visits  and   evaluations  of  the  subsidiary
partnerships' performance.

(c) Property management fees incurred by Local Partnerships  amounted to $52,946
and $34,636 for the three months ended June 30, 1997 and 1996, respectively.  Of
these fees $39,745 and $26,146


                                       9
<PAGE>


                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements
                                  June 30, 1997
                                   (Unaudited)

Note 2 - Related Party Transactions (continued)

B)  Other Related Party Expenses (continued)audited)

were incurred to affiliates of the subsidiary partnerships' general partners.

(d)  Independence  SLP III L.P.,  a special  limited  partner of the  subsidiary
partnerships,  is entitled to receive a local administrative fee of up to $5,000
per year from each subsidiary partnership.

Note 3 - Commitments and Contingencies

There were no changes and/or  additions to disclosures  regarding the subsidiary
partnerships which were included in the Partnership's Annual Report on Form 10-K
for the period ended March 31, 1997.



                                       10
<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Liquidity and Capital Resources

The  Partnership's  primary source of funds include (i) interest earned on Gross
Proceeds  which are  invested in  tax-exempt  money market  instruments  pending
acquisition of and final payments to Local Partnerships and (ii) working capital
reserves in the original  amount of 2.5% of gross  proceeds  raised and interest
earned thereon.  All these sources of funds are available to meet obligations of
the Partnership.  The offering terminated as of May 9, 1995. The Partnership has
received  $43,440,000 in gross  proceeds for BACs pursuant to a public  offering
resulting in net proceeds available for investment of approximately  $34,535,000
after payment of sales commissions,  acquisition fees and expenses, organization
and offering expenses and establishment of a working capital reserve.

As of June 30, 1997,  the  Partnership  has invested  approximately  $29,725,000
(including   approximately  $2,950,000  classified  as  a  loan  repayable  from
sale/refinancing  proceeds in accordance with the Contribution Agreement and not
including  acquisition  fees of  approximately  $2,151,000)  of net  proceeds in
eighteen Local Partnerships of which approximately $5,410,000 remains to be paid
to the Local  Partnerships  (including  approximately  $1,675,000  being held in
escrow) as certain  benchmarks,  such as occupancy level, must be attained prior
to the release of the funds. One Local Partnership was acquired during the three
months ended June 30, 1997 for a purchase price of approximately $2,506,000 (not
including  acquisition  fees of approximately  $189,000) of which  approximately
$106,000  remains to be paid. In addition,  there was an upward  purchase  price
adjustment during the three months ended June 30, 1997 in the amount of $395,000
relating to a Local  Partnership  which was purchased in a previous fiscal year.
The Partnership has approximately  $4,810,000  available for future investments.
During the three months ended June 30, 1997,  approximately  $3,338,000 was paid
to Local  Partnerships  (of  which  approximately  $328,000  was  released  from
escrow).  An  additional  $358,000  was placed  into escrow for  purchase  price
payments  during the three months ended June 30, 1997. The  Partnership  will be
acquiring  interests  in  additional  properties,  and  the  Partnership  may be
required  to fund  potential  purchase  price  adjustments  based on tax  credit
adjustor clauses. There have been no purchase price adjustments during the three
months ended June 30, 1997 based on tax credit adjustor clauses.



                                       11
<PAGE>


For the three  months  ended June 30,  1997,  cash and cash  equivalents  of the
Partnership  and  its  seventeen   consolidated  Local  Partnerships   decreased
approximately  $2,518,000  primarily  due to cash used in  operating  activities
($493,000), an increase in construction in progress ($2,078,000), an increase in
property  and  equipment  ($2,859,000)  and an  increase  in cash held in escrow
relating to investing  activities  ($689,000)  which  exceeded net proceeds from
mortgage and construction loans ($925,000),  a decrease in investments available
for sale  ($500,000),  a net  increase  in due to  local  general  partners  and
affiliates  relating to  investing  activities  ($2,032,000)  and an increase in
capitalization  of consolidated  subsidiaries  attributable to minority interest
($90,000). Included in the adjustments to reconcile the net loss to cash used in
operating   activities  is  depreciation  and  amortization  in  the  amount  of
approximately $383,000.

A working capital  reserve in the amount of  approximately  $1,086,000  (2.5% of
gross  equity)  was  established  from the  Partnership's  funds  available  for
investment.  The working capital reserve at June 30, 1997 and March 31, 1997 was
approximately $856,000 and $872,000,  respectively, which includes amounts which
may be required for potential  purchase  price  adjustments  based on tax credit
adjustor  clauses.  The General Partner  believes that these reserves,  plus any
cash  distributions  received from the operations of the Local Partnerships will
be sufficient to fund the Partnership's  ongoing  operations for the foreseeable
future.  During the three months ended June 30, 1997 and 1996,  the  Partnership
received  cash flow  distributions  from  operations  of the Local  Partnerships
amounting to approximately $13,000 and $0, respectively.  Management anticipates
continuing  to receive  distributions  in the  future,  although  not to a level
sufficient to permit providing cash distributions to the BACs holders.

Partnership   management  fees  owed  to  the  General   Partner   amounting  to
approximately  $257,000 and $245,000 were accrued and unpaid as of June 30, 1997
and March 31, 1997, respectively.

The Partnership  has negotiated  development  deficit  guarantees with the Local
Partnerships in which it has invested. The Local General Partners have agreed to
fund  development  deficits  through  the  breakeven  dates of each of the Local
Partnerships.

The Partnership has negotiated  Operating  Deficit Guaranty  Agreements with all
Local  Partnerships by which the general partners of the Local Partnerships have
agreed to fund operating  deficits for a specified  period of time. The terms of
the Operating Deficit Guaranty Agreements vary for each Local Partnership,  with
maximum dollar amounts to be funded for a specified period of time,


                                       12
<PAGE>

generally  three years,  commencing on the break-even  date. The gross amount of
the Operating Deficit Guarantees aggregates  approximately $3,360,000 as of both
June 30, 1997 and March 31, 1997.

The  Partnership has also negotiated  rent-up  guaranty  agreements in which the
Local  General  Partners  agreed to pay a  liquidated  damage  if  predetermined
occupancy rates are not achieved.

The development  deficit,  operating deficit and the rent-up guaranty agreements
were negotiated to protect the Partnership's  interest in the Local Partnerships
and to provide incentive to the Local General Partners to generate positive cash
flow.

For a discussion of contingencies affecting certain Local Partnerships, see Note
3 to the financial  statements.  Since the maximum loss the Partnership would be
liable for is its net investment in the respective subsidiary partnerships,  the
resolution of the existing  contingencies  is not  anticipated  to impact future
results of  operations,  liquidity  or financial  condition  in a material  way.
However,  the  Partnership's  loss of its investment in a Local Partnership will
eliminate the ability to generate future tax credits from such Local Partnership
and may also result in recapture of tax credits if the investment is lost before
the expiration of the compliance period.

Management is not aware of any trends or events,  commitments  or  uncertainties
which  have not  otherwise  been  disclosed  that  will or are  likely to impact
liquidity in a material way.  Management  believes the only impact would be from
laws  that  have not yet been  adopted.  The  portfolio  is  diversified  by the
location of the  properties  around the United States so that if one area of the
country is experiencing  downturns in the economy,  the remaining  properties in
the  portfolio  may  be   experiencing   upswings.   However,   the   geographic
diversification  of the portfolio may not protect against a general  downturn in
the national economy.  The Partnership has invested the proceeds of its offering
in  eighteen  Local  Partnerships,  all of which fully have their tax credits in
place.  The tax credits  are  attached to the project for a period of ten years,
and are  transferable  with the property  during the  remainder of such ten year
period.  If  the  General  Partner  determined  that  a sale  of a  property  is
warranted,  the remaining tax credits would  transfer to the new owner,  thereby
adding  value to the  property  on the  market,  which are not  included  in the
financial statement carrying amount.



                                       13
<PAGE>


Results of Operations

As of June 30,  1997 and 1996,  the  Partnership  had  acquired  an  interest in
eighteen and fifteen  Local  Partnerships,  seventeen  and fifteen of which were
consolidated,  respectively. The Partnership intends to utilize the net proceeds
of the offering to acquire additional interests in Local Partnerships.

The Partnership's results of operations for the three months ended June 30, 1997
and  1996  consisted  primarily  of  (1)  approximately  $94,000  and  $156,000,
respectively,  of  tax-exempt  interest  income  earned on funds  not  currently
invested  in  Local  Partnerships  and  (2)  the  results  of the  Partnership's
investment  in fourteen of seventeen  and eleven of fifteen  consolidated  Local
Partnerships, respectively.

For the three months ended June 30, 1997 as compared to 1996,  rental income and
all categories of expenses except general and administrative-related parties and
operating  expenses  increased and the results of operations  are not comparable
due to the continued  acquisition,  construction and rent up of properties,  and
are not reflective of future  operations of the  Partnership  due to uncompleted
property  construction,  rent up of properties and the continued  utilization of
the net proceeds of the offering to invest in Local  Partnerships.  In addition,
interest  income will decrease in future periods since a substantial  portion of
the proceeds  from the Offering  will be invested in Local  Partnerships.  Other
income decreased  approximately $53,000 for the three months ended June 30, 1997
as compared to 1996  primarily due to a decrease in interest  income as a result
of the  acquisition  of and the release of  proceeds to the Local  Partnerships.
General and  administrative-related  parties decreased approximately $24,000 for
the three  months  ended June 30, 1997 as compared to 1996,  primarily  due to a
decrease  in  partnership  management  fees  payable  to  the  General  Partner.
Operating  expenses decreased  approximately  $22,000 for the three months ended
June 30, 1997 as compared to 1996, primarily due to an underaccrual of utilities
at December 31, 1995 at one Local Partnership.

For the  three  months  ended  June 30,  1997 and  1996,  zero and  three of the
Partnership's  seventeen  and  fifteen  consolidated  properties,  respectively,
completed construction,  and were in various stages of rent up. In addition, two
and  zero of the  properties,  respectively,  had  completed  construction  in a
previous  fiscal  year,  but were in  various  stages  of rent up for the  three
months.  Also,  for the three  months  ended June 30, 1997 and 1996,  twelve and
seven of the  properties  had  completed  construction  and were  rented up in a
previous fiscal year. As of the end of the three



                                       14
<PAGE>


months  ended  June  30,  1997 and  1996,  three  and five of the  Partnership's
seventeen and fifteen consolidated  properties,  respectively,  were still under
construction   and  three  and  five  of  the  properties,   respectively,   had
construction loans with commitments for permanent financing.



                                       15
<PAGE>


                           PART II. OTHER INFORMATION

Item 1.   Legal Proceedings - The litigation  described in Note 3 to 
          the financial statements contained in Part I, Item 1 is incorporated
          herein by reference

Item 2.   Changes in Securities - None

Item 3.   Defaults Upon Senior Securities - None

Item 4.   Submission of Matters to a Vote of Security Holders - None

Item 5.   Other Information - None

Item 6.   Exhibits and Reports on Form 8-K

          (a) Exhibits

               (3A) Agreement of Limited  Partnership of Independence Tax Credit
          Plus L.P. III as adopted on December 23, 1993*

               (3B)  Form  of  Amended  and   Restated   Agreement   of  Limited
          Partnership of Independence Tax Credit Plus L.P. III,  attached to the
          Prospectus as Exhibit A**

               (3C)  Certificate  of Limited  Partnership  of  Independence  Tax
          Credit Plus L.P. III as filed on December 23, 1993*

               (10A) Form of Subscription  Agreement  attached to the Prospectus
          as Exhibit B**

               (10B) Escrow Agreement between  Independence Tax Credit Plus L.P.
          III and Bankers Trust Company*

               (10C) Form of  Purchase  and Sales  Agreement  pertaining  to the
          Partnership's acquisition of Local Partnership Interests*

               (10D)  Form  of  Amended  and   Restated   Agreement  of  Limited
          Partnership of Local Partnerships*

               (21) Subsidiaries of the Registrant

               (27) Financial Data Schedule (filed herewith)



                                       16
<PAGE>


Item 6.   Exhibits and Reports on Form 8-K (continued)

          (a) Exhibits (contined)

          *Incorporated herein as an exhibit by reference to exhibits filed with
     Post-Effective  Amendment No. 4 to the Registration  Statement on Form S-11
     {Registration No. 33-37704}

          **Incorporated  herein as an exhibit by  reference  to exhibits  filed
     with Post-Effective  Amendment No. 8 to the Registration  Statement on Form
     S-11 {Registration No. 33-37704}

          (b)  Reports on Form 8-K - No  reports  on Form 8-K were filed  during
     this quarter.


                                       17
<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, thereunto duly authorized.


                      INDEPENDENCE TAX CREDIT PLUS L.P. III
                                  (Registrant)


                         By: RELATED INDEPENDENCE
                             ASSOCIATES III L.P., General Partner

                         By: RELATED INDEPENDENCE
                             ASSOCIATES III INC., General Partner


Date: August 13, 1997

                             By:/s/ Alan P. Hirmes
                                -------------------------------
                                Alan P. Hirmes,
                                Vice President
                                (principal financial officer)

Date: August 13, 1997

                             By:/s/ Richard A. Palermo
                                -------------------------------
                                Richard A. Palermo,
                                Treasurer
                                (principal accounting officer)



                                       18

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     The Schedule  contains  summary  financial  information  extracted from the
financial  statements for Independence Tax Credit Plus L.P. III and is qualified
in its entirety by reference to such financial statements
</LEGEND>

<CIK>                         0000924124
<NAME>                        Independence Tax Credit Plus L.P. III
<MULTIPLIER>                  1
       
<S>                           <C>
<PERIOD-TYPE>                 3-MOS
<FISCAL-YEAR-END>                              MAR-31-1998
<PERIOD-START>                                 APR-01-1997
<PERIOD-END>                                   JUN-30-1997
<CASH>                                          13,243,165
<SECURITIES>                                     6,000,000
<RECEIVABLES>                                            0
<ALLOWANCES>                                             0
<INVENTORY>                                              0
<CURRENT-ASSETS>                                   915,804
<PP&E>                                          60,267,139
<DEPRECIATION>                                   2,305,816
<TOTAL-ASSETS>                                  79,572,229
<CURRENT-LIABILITIES>                            8,319,292
<BONDS>                                         32,796,912
                                    0
                                              0
<COMMON>                                                 0
<OTHER-SE>                                      38,456,025
<TOTAL-LIABILITY-AND-EQUITY>                    79,572,229
<SALES>                                                  0
<TOTAL-REVENUES>                                   910,569
<CGS>                                                    0
<TOTAL-COSTS>                                            0
<OTHER-EXPENSES>                                 1,087,304
<LOSS-PROVISION>                                         0
<INTEREST-EXPENSE>                                 215,097
<INCOME-PRETAX>                                   (391,832)
<INCOME-TAX>                                             0
<INCOME-CONTINUING>                                      0
<DISCONTINUED>                                           0
<EXTRAORDINARY>                                          0
<CHANGES>                                                0
<NET-INCOME>                                      (391,832)
<EPS-PRIMARY>                                        (8.92)
<EPS-DILUTED>                                            0
                                               


</TABLE>


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