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~~October 213, 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
	P.O. Box 91274 Los Angeles, California 90009
	(Address of Principal Executive Offices, including zip code)

Registrant’s Telephone Number, Including Area Code: (~~864~~720) ~~239~~387-~~1000~~8135

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 85.~~01 Other Events~~02

~~Real~~Departure ~~Estate~~of ~~Associates~~Directors ~~Limited~~or ~~III,~~Certain aOfficers; ~~California~~Election ~~limited~~of ~~partnership~~Directors; ~~(the~~Appointment ~~“Registrant”),~~of ~~holds~~Certain aOfficers; ~~99%~~Compensatory ~~limited~~Arrangements ~~partnership~~of ~~interest~~Certain ~~in Marina Del Rey Limited Dividend Partnership Associates, a Massachusetts limited partnership (“Marina Del Rey”).~~Officers

AsReal ~~previously~~Estate ~~disclosed~~Associates Limited III (the “Partnership”) announced that, oneffective October 263, ~~2011~~2013, ~~Marina~~Mr. ~~Del~~Edward ~~Rey~~Schmidt ~~entered~~has ~~into~~resigned aas ~~purchase~~the Director of Reporting and ~~sale~~the ~~contract~~equivalent toof ~~sell~~chief ~~its~~financial ~~investment~~officer ~~property~~of the Partnership, and will continue to aserve ~~third~~in ~~party~~various roles with the corporate general partner of the Partnership.

AsAdditionally, ~~previously~~effective ~~disclosed~~October 3, on2013, ~~November~~the 16sole member of the corporate general partner of the Partnership has appointed Mr. Joseph Dryden as the Director of Reporting of the general partner of the Partnership and of Bethesda Holdings, ~~2012~~II, ~~Marina~~LLC, ~~Del~~and ~~Rey~~the ~~entered~~Chief ~~into~~Financial anOfficer ~~amendment~~of tothe ~~its~~Partnership. Since ~~purchase~~August 1, 2013, Mr. Dryden has worked with McGrath Investment Management, LLC, most recently as CFO. Mr. Dryden joins the Partnertship from Republic-Financial, a multinational finance and ~~sale~~private ~~contract~~equity firm he joined in March 2010, where he served as Republic’s Corporate Controller. As the ~~terms~~Corporate Controller, Mr. Dryden was responsible for the development and management of ~~which~~highly ~~extended~~complex multi-level consolidated audited financial statements. Prior to Republic, Mr. Dryden was the ~~closing~~CFO ~~date~~for Decision Display, a Denver based audio visual company specializing in high tech command centers and control rooms he joined in 2005. In this role Mr. Dryden was responsible for all accounting and finance functions including all financial reporting, detailed cash management and forecasting and also managed the ~~sale~~company’s banking relationships. Additionally, [from 2007 to2010 Mr. Dryden was the President of ~~Marina~~Dryden ~~Del~~Consulting, ~~Rey~~an accounting and management consulting firm specializing in GAAP and SEC reporting, internal and external audit assistance and Sarbanes-Oxley compliance. Dryden Consulting’s ~~investment~~client ~~property~~list toincluded ~~June~~1st 28Data, ~~2013~~AIMCO, Crocs, Woodward Governor, McData, and several other large publicly traded companies. Mr. Dryden’s expertise in GAAP financial reporting, SEC reporting, cash management and process improvement will enable him to create immediate value for the company. Mr. Dryden received a Bachelor of Arts Degree in Accounting from Clarke University in 1984.

On June 21, 2013, Marina Del Rey entered into an amendment to its purchase and sale contract, the terms of which extended the closing date for the sale of Marina Del Rey’s investment property to December 3, 2013. The Registrant’s investment balance in Marina Del Rey was zero as of March 31, 2013 and December 31, 2012.1

SIGNATURE

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.

REAL ESTATE ASSOCIATES LIMITED III By: National Partnership Investments, LLC Corporate General Partner By: /s/ ~~Edward~~Brian ~~Schmidt~~Flaherty ~~Edward~~Brian ~~Schmidt~~Flaherty ~~Director~~Senior ofManaging ~~Reporting~~Director

DATED: ~~June~~ October 264, 2013

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