UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May ~~June 1~~3, ~~2016~~2018

Boston Capital Tax Credit Fund III ~~Limited~~L.P. ~~Partnership~~ (Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 000-21718 (Commission File Number) 52-1749505 (IRS Employer Identification No.)

Delaware (State or other jurisdiction of incorporation)	0-21718 (Commission File Number)	52-1749505 (IRS Employer Identification No.)
One Boston Place, Suite 2100 Boston, Massachusetts 02108 (Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (617) 624-8900

One Boston Place, Suite 2100 Boston, Massachusetts 02108 (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: (617) 624-8900

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

[☐ ] Written communications pursuant to Rule 425 under the Securities Act [☐ ] Soliciting material pursuant to Rule 14a-12 of the Exchange Act [☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act [☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

~~Item~~ Indicate 1by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.~~01. Entry~~405) ~~into~~or aRule ~~Material~~12b-2 ~~Definitive~~of ~~Agreement~~the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

OnEmerging ~~June~~growth 1, 2016, Boston Capital Tax Credit Fund III Limited Partnership, a Delaware limited partnership (the “Partnership”), adopted a Plan of Liquidation and Dissolution for the Partnership (the “Plan of Liquidation”). Under the Plan of Liquidation, the general partner of the Partnership will (1) seek to sell the assets of the Partnership and use the sales proceeds and/or other Partnership funds to pay all expenses in connection with such sales, (2) pay or make provision for payment of all Partnership obligations and liabilities, including accrued fees and unpaid loans to the general partner and (3) distribute the remaining assets as set forth in the Partnership’s Agreement of Limited Partnership, dated as of January 21, 1992 The Plan of Liquidation is attached as Exhibit 2.1 to this Form 8-K and is incorporated by reference herein in its entirety.company ☐

~~Item~~If ~~5.07. Submission~~an ofemerging ~~Matters~~growth company, indicate by check mark if the registrant has elected not to ause ~~Vote~~the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of ~~Security~~the ~~Holders~~Exchange Act. ☐

AsItem described in further detail in the Partnership’s proxy statement dated March 30, 2016, the Partnership solicited the consent of the holders of the Partnership’s beneficial assignee certificates (the “BAC Holders”) to approve the Plan of Liquidation. As of March 1~~, 2016, the record date, 21,902,747 BACs were issued and outstanding~~. ~~The~~01. ~~following~~Entry ~~are~~into ~~the~~a ~~results~~Material ofDefinitive ~~the vote, which was closed by the general partner of the Partnership on June 1, 2016:~~Agreement.

~~BAC~~On ~~Holders~~May ~~holding~~3, 112018,~~702~~ the general partner of Boston Capital Tax Credit Fund III L.P.,~~198~~ a Delaware limited partnership (~~53.43%~~the “Partnership”), ~~BACs~~adopted ~~voted~~a First Amendment to the Agreement of Limited Partnership (the “Amendment”) of the Partnership. The Amendment is in response to certain changes to the Internal Revenue Code enacted by the Bipartisan Budget Act of 2015, specifying that the general partner shall also serve as partnership representative under the new partnership audit and adjustment procedures for tax years beginning in 2018. The foregoing description of the ~~proposal~~Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed as Exhibit 4.1 to this Current Report and is incorporated herein by reference.

~~BAC~~Item ~~Holders holding 109,350 (0~~9.~~91%)~~01. ~~BACs~~Financial ~~voted~~Statements ~~against~~and ~~the proposal~~Exhibits.

BAC Holders holding 170,354 (1.42%) BACs abstained.

(c)	Exhibits
	Number

	4.1	First Amendment to Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P. dated May 3, 2018.

~~Since~~SIGNATURES BAC Holders of record holding a majority (53.43%) of the BACs outstanding as of the record date voted for the proposal, the dissolution and liquidation of the Company has been approved and ratified by the BAC Holders and the Partnership will proceed with the liquidation and dissolution of the Partnership in accordance with the Plan of Liquidation.

~~Item~~ Pursuant to ~~8.01. Other~~the ~~Events~~requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

On June 8, 2016, the Partnership mailed a letter to all of its BAC Holders which alerts the BAC Holders that the Plan of Liquidation has been approved. A copy of the letter is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety.

BOSTON CAPITAL TAX CREDIT FUND III L.P.

By: Boston Capital Associates III L.P.,

its General Partners

By: BCA Associates Limited Partnership,

its General Partner

By: C&M Management, Inc.,

its General Partner

Date: May 3, 2018

By:

/s/ John P. Manning

John P. Manning
President

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits
	Number
	2.1	Plan of Liquidation and Dissolution of Boston Capital Tax Credit Fund III Limited Partnership dated June 1, 2016.
	99.1	Letter to BAC holders dated June 8, 2016.

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 hereunto duly authorized.

	BOSTON CAPITAL TAX CREDIT FUND III LIMITED PARTNERSHIP By: Boston Capital Associates III Limited Partnership, its General Partner By: BCA Associates Limited Partnership, its General Partner By: C&M Management, Inc., its General Partner
Date: June 8, 2016	By:
		/s/ John P. Manning
		John P. Manning President

Exhibit Index

Exhibit Number	Exhibit Name
2.1	Plan of Liquidation and Dissolution of Boston Capital Tax Credit Fund III Limited Partnership dated June 1, 2016.
99.1	Letter to BAC holders dated June 8, 2016.

Filing Compare · BOSTON CAPITAL TAX CREDIT FUND III L P