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): ~~June~~ 16January 19, ~~2008~~2012

Boston Financial Qualified Housing Tax Credits L.P. III

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	000-18462 (Commission File Number)	04-3032106 (IRS Employer Identification No.)
101 Arch Street Boston, Massachusetts 02110-1106 (Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (617) 439-3911
N/A
(Former name or former address, if changed since last report)

~~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:~~______________________________________________

oCheck ~~Written~~the ~~communications~~appropriate ~~pursuant~~box toif ~~Rule~~the ~~425~~Form ~~under~~8-K ~~the~~filing ~~Securities~~is ~~Act~~intended oto ~~Soliciting~~simultaneously ~~material~~satisfy ~~pursuant~~the toreporting ~~Rule~~obligation ~~14a-12~~ of the ~~Exchange~~registrant ~~Act~~under oany ~~Pre-commencement~~of ~~communications~~the ~~pursuant~~following toprovisions ~~Rule 14d-2~~(b)see ~~Exchange~~General ~~Act~~Instruction oA.2. ~~Pre-commencement communications pursuant to Rule 13e-4(c~~below) ~~Exchange Act~~:

~~ITEM~~o 8Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.01425) o Soliciting material pursuant to Rule 14a-12 of the Exchange Act (17 CFR 240.14a-12) ~~OTHER~~o ~~EVENTS~~Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act (17 CFR 240.13e-4(c))

~~As described~~Item in the Partnership's previous periodic reports, in February, 2007 various Boston Financial public funds (the "Funds"), including Boston Financial Qualified Housing Tax Credits L.P. III (the "Partnership") reached an agreement with Park G.P., Inc., Bond Purchase, L.L.C. and various other entities related to David L. Johnson (the “Johnson Group”) and with Everest Housing Investors 2~~, LLC and various other Everest-related entities (the "Everest Group") to resolve all outstanding lawsuits, and these lawsuits were then dismissed~~. ~~The Johnson~~01 ~~and~~Completion ~~Everest Groups also agreed to refrain from interfering in various ways with the conduct~~ of ~~the~~Acquisition ~~business~~or ofDisposition ~~the Partnership and the business~~ of ~~Boston~~ ~~Financial Qualified Housing Tax Credits L~~Assets.~~P. IV (“QH4”).~~

~~Also~~The ~~as previously~~registrant ~~reported,~~completed ~~beginning~~the indisposition ~~November,~~of ~~2007~~its ~~the~~Local ~~Johnson~~Limited ~~and~~Partnership ~~Everest~~Interest ~~Groups filed~~in ~~new~~its ~~lawsuits~~only ~~against~~remaining ~~QH4~~non-cash ~~and~~asset, ~~its~~Waterfront ~~general~~Limited ~~partners~~Partnership, which owns a property in ~~various jurisdictions~~Buffalo, asNew ~~part~~York. By ofwritten annotice ~~effort~~dated toSeptember ~~replace~~19, 2011, the ~~existing~~registrant exercised ~~general~~its ~~partners~~option ~~of QH4~~to ~~with~~have ~~parties~~Waterfront ~~related~~Limited toPartnership redeem the ~~Johnson~~registrant’s ~~and~~interest, ~~Everest~~effective ~~Groups~~September 30, to2011. On ~~prevent~~December ~~QH4~~30, ~~from selling~~2011, ~~any~~the ofregistrant ~~its~~notified ~~assets~~Waterfront ~~without~~Limited ~~limited~~Partnership ~~partner~~that ~~consent,~~it waived its $100 redemption payment and its right to receive ~~interfere~~costs and expenses in connection with ~~specific~~ ~~arms~~the ~~length~~redemption. The ~~sales~~registrant byreceived ~~QH4~~no cash proceeds or other monetary compensation for the Local Limited Partnership Interest. There remains a possibility that the general partner of ~~certain~~Waterfront Limited Partnership may dispute the validity of ~~its~~the ~~assets~~redemption. ~~QH4 responded~~ The ~~with~~registrant ~~its~~believes ~~own~~that ~~lawsuits~~any such ~~against~~contention by the ~~Johnson~~general ~~and~~partner ~~Everest~~of ~~Groups~~Waterfront toLimited ~~block these~~Partnership ~~efforts~~would ~~and~~be ~~claiming~~without ~~damages~~factual or legal foundation.

~~Effective April~~Pursuant ~~24,~~to ~~2009,~~ the ~~Funds~~terms ~~reached~~of ~~an agreement with~~ the ~~Johnson~~Amended and ~~Everest Groups~~Restated toAgreement ~~resolve~~of ~~these~~Limited ~~new~~Partnership ~~lawsuits~~dated ~~(the~~as ~~"Settlement Agreement"). The~~of ~~Settlement~~November ~~Agreement provides~~23, ~~among other things~~1988, ~~that~~ ~~(a)~~governing the ~~parties~~registrant ~~exchange mutual releases and covenant not to bring lawsuits against each other in the future,~~ (b) the ~~parties~~"Partnership ~~dismiss claims and counterclaims asserted in the various lawsuits without prejudice~~Agreement"), ~~and~~this ~~(c)~~disposition ~~the Johnson and Everest Groups agree not to take a variety~~ of ~~actions~~assets ~~which~~triggered ~~could interfere with the conduct of the business of the Funds. The Settlement Agreement also sets out~~ a ~~schedule~~dissolution ~~for~~event ~~future~~under ~~cash distributions to~~ the ~~limited partners and for the eventual dissolution of the~~ Partnership ~~and QH4. A copy of the Settlement~~ Agreement ~~is attached hereto as an exhibit~~.

In addition, effective April 24, 2009, the Partnership and QH4 entered into purchase agreements (the “Purchase Agreements”) with certain members of the Johnson and Everest Groups permitting them to purchase, subject to various conditions and at specified prices which the Partnership believes represent fair market value, certain interests held by the Partnership and by QH4 in Local Limited Partnerships. The Settlement Agreement remains effective regardless of whether any of the Local Limited Partnership interests are purchased.

With respect to the Partnership, the Purchase Agreements provide for the purchase by affiliates of the Everest Group, for the total price of $200,000, of the Partnership's interests in:

River Front Apartments, L.P., which owns a property in Sunbury, PA; and

Susquehanna View, L.P., which owns a property in Camp Hill, PA..

The sale of these partnership interests is expected to close over the coming months.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

99.1 Settlement Agreement dated April 24, 2009.

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 FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III (Registrant) By: Arch Street III, Inc., its Managing General Partner
Date: May 22, 2009		By:		/s/ Michael H. Gladstone Michael H. Gladstone Vice President, Arch Street III, Inc.

		BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III (Registrant) By: Arch Street III, Inc., its Managing General Partner: By:_____/s/Kenneth J. Cutillo_____________ Name: Kenneth J. Cutillo Title: President

		Date: January 19, 2012

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