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 27, 2013 Independence Tax Credit Plus L.P. III (Exact name of registrant as specified in its charter)

SECURITIES AND EXCHANGE COMMISSION

Delaware		0-24650	13-3746339
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

100 Church Street, New York, New York			10007
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code (212) 317-5700


(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing 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 240.13a-4(c))

~~Washington,~~ITEM D8.C.01 ~~20549~~Other Events

~~FORM~~On 8June 27, 2013, Independence Tax Credit Plus L.P. III (the “Partnership”) completed its liquidation and winding-Kup, and has filed a certificate of cancellation with the Secretary of State of the State of Delaware and will file a Form 15 with the Securities and Exchange Commission to terminate registration under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”), after which the Partnership will no longer be required to file reports under Sections 13 and 15(d) of the Exchange Act. The Partnership transferred its entire cash balance, after setting aside a reserve for the payment of accrued operating expenses and accrued liquidation expenses, to pay accounts payable, including related party accounts payable.

~~CURRENT REPORT~~SIGNATURES

Pursuant to ~~Section~~the 13requirements ~~OR 15(d)~~ of ~~The~~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.

~~Date~~INDEPENDENCE ofTAX ~~Report~~CREDIT ~~(Date~~PLUS L.P. ~~of earliest event reported): October 18, 2012~~ III

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

(Exact name of registrant as specified in its charter)

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



		By:	RELATED INDEPENDENCE ASSOCIATES III INC.,
			General Partner



Date:	June 27, 2013		By:	/s/ Robert A. Pace
				Robert A. Pace
				Chief Financial Officer and Principal Accounting Officer

Date:	June 27, 2013

Delaware		0-24650		13-3746339
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Church Street, New York, New York		10007
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 317-5700

Not Applicable (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing 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 8.01. Other Events.

On October 18, 2012, Independence Tax Credit Plus L.P. III ("Independence III") issued a press release announcing that it recently became aware of a tender offer by Peachtree Partners (the "Offeror") to purchase up to 4.9% of the 43,440 outstanding limited partnership units of Independence III at a price of $18 per unit, less certain reductions to that purchase price (including an “administrative fee” of $100 per selling investor) as described in the Offeror’s written tender offer materials dated October 5, 2012. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference.

This Current Report on Form 8-K and the press release attached as an exhibit hereto contain forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and also include a cautionary statement identifying important factors that could cause actual results to differ materially from those anticipated.

Item 9.01. Financial Statements and Exhibits

(a)	Not applicable
(b)	Not applicable
(c)	Not applicable
(d)	Exhibits
	99.1	Press Release issued October 18, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1034, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto 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:	October 18, 2012			By:	/s/ Robert A. Pace
					Robert A. Pace
					Chief Financial Officer and Principal Accounting Officer

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