UNITED STATES

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): June 721, 2013

REAL ESTATE ASSOCIATES LIMITED III

(Exact name of registrant as specified in its charter)

California		0-10673	95-3547611
(State or Other Jurisdiction of		(Commission File Number)	(I.R.S. Employer
Incorporation)			Identification No.)

	80 International Drive Greenville, South Carolina 29615
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (864) 239-1000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 48.01 ~~Changes~~Other ~~in Registrant’s Certifying Accountant~~Events

~~(a) On June 7, 2013,~~ Real Estate Associates Limited III, a California limited partnership (the “Registrant”), ~~dismissed~~holds ~~Ernst~~a &99% ~~Young~~limited ~~LLP~~partnership ~~(“E&Y”)~~interest ~~as the Registrant’s independent registered public accounting firm effective on that date. As previously reported~~ in ~~Item~~Marina ~~7.01~~Del ofRey ~~the~~Limited ~~report~~Dividend onPartnership ~~Form 8-K furnished on December 26~~Associates, ~~2012,~~a ~~the~~Massachusetts ~~general~~limited ~~partner~~partnership ~~of the Registrant was acquired by Bethesda Holdings II, LLC~~ (“~~Bethesda~~Marina Del Rey”). As part of the process of transitioning the management and operations of the Registrant’s general partner from the prior owner, Bethesda has sought to transition the Registrant’s independent accountant. As previously disclosed in the Registrant’s annual report on Form 10-K filed on April 1, 2013, the Registrant has no directors, and there is a general partner responsible for conducting the business of the Partnership. The general partner has approved the dismissal of E&Y.

~~None~~As ofpreviously ~~E&Y’s~~disclosed, ~~audit reports~~ on ~~the~~October ~~Registrant’s financial statements for the fiscal years ended December 31~~26, 2011, ~~and~~Marina ~~2012~~Del ~~contained~~Rey anentered ~~adverse~~into ~~opinion or~~ a ~~disclaimer~~purchase ~~of opinion, nor was any such report qualified or modified as to uncertainty, audit scope or accounting principles. In addition, at no point during the two fiscal years ended December 31, 2012~~ and ~~the~~sale ~~subsequent~~contract interim period through June 7, 2013 were there any (1) disagreements with E&Y on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement(s), if not resolved to ~~the~~sell ~~satisfaction~~its ofinvestment ~~E&Y,~~property ~~would have caused it~~ to ~~make reference to the subject matter of the disagreement(s) in connection with its reports, or (2) "reportable events" as such term is defined in Item 304(~~a~~)(1)(v)~~ ofthird ~~Regulation S-K~~party.

OnAs ~~June~~previously 7disclosed, ~~2013,~~on ~~the~~November ~~Registrant~~16, ~~provided~~2012, ~~E&Y~~Marina ~~with~~Del aRey ~~copy~~entered ofinto ~~the~~an ~~disclosure~~amendment ~~set~~to ~~forth~~its inpurchase ~~this Item 4.01~~ and ~~requested~~sale ~~that~~contract, ~~E&Y furnish~~ the ~~Registrant~~terms ~~with~~of awhich ~~letter~~extended ~~addressed to~~ the ~~SEC~~closing ~~stating~~date ~~whether~~for ~~E&Y agrees with~~ the ~~statements~~sale ~~made~~of inMarina ~~this~~Del ~~Item~~Rey’s ~~4.01,~~investment ~~each~~property asto ~~required by applicable SEC rules. A copy of the letter, dated~~ June 1328, 2013~~, is filed as Exhibit 16~~.~~1 to this Current Report on Form 8-K.~~

~~(b) Effective~~On on June 721, 2013, ~~the~~Marina ~~general~~Del ~~partner~~Rey ofentered ~~the~~into ~~Registrant~~an ~~approved~~amendment ~~the appointment of Carter & Company, CPA, LLC (“Carter”) as the Registrant’s new independent registered public accounting firm~~ to ~~perform~~its ~~independent~~purchase ~~audit services for the fiscal year ending December 31, 2013. During the fiscal years ended December 31, 2011~~ and ~~2012,~~sale ~~and through June 7~~contract, ~~2013, neither~~ the ~~Registrant,~~terms ~~nor~~of ~~anyone~~which onextended ~~its behalf, consulted Carter regarding either (i)~~ the ~~application~~closing ofdate ~~accounting~~for ~~principles to a specified transaction, either completed or proposed, or~~ the ~~type~~sale of ~~audit~~Marina ~~opinion~~Del ~~that~~Rey’s ~~might~~investment beproperty ~~rendered with respect~~ to ~~the~~December ~~consolidated financial statements of the Registrant~~3, ~~and~~2013. The ~~no written report or oral advice was provided to the~~ Registrant’s byinvestment ~~Carter~~balance ~~that was an important factor considered by the Registrant~~ in ~~reaching~~Marina aDel ~~decision~~Rey ~~as to any accounting, auditing or financial reporting issue; or (ii) any matter that~~ was ~~the~~zero ~~subject of a "disagreement" (~~as ~~defined in Item 304(a)(1)(iv)~~ of ~~Regulation~~March ~~S-K~~31, 2013 and ~~the~~December ~~related~~31, ~~instructions) or a "reportable event" (as that term is defined in Item 304(a)(1)(v) of Regulation S-K)~~2012.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURE

~~16.1 Letter~~Pursuant ~~regarding~~to ~~change~~the inrequirements ~~certifying~~of ~~accountant~~the ~~from~~Securities ~~Ernst~~Exchange &Act ~~Young~~of ~~LLP~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURE~~REAL ESTATE ASSOCIATES LIMITED III By: National Partnership Investments, LLC Corporate General Partner By: /s/ Edward Schmidt Edward Schmidt Director of Reporting

~~Pursuant~~ DATED: June ~~to the requirements of the Securities Exchange Act of 1934~~26, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2013

REAL ESTATE ASSOCIATES LIMITED III By: National Partnership Investments, LLC Corporate General Partner By: /s/ Edward Schmidt Edward Schmidt Director of Reporting

DATED: June 13, 2013

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