SecProbe.io

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      December 22, 2004

Mail Stop 0409

Thomas J. Riha, Chief Financial Officer
WNC & Associates, Inc.
17782 Sky Park Circle
Irvine, CA 92614-6404

Re:	WNC California Housing Tax Credits III, L.P.
	Form 10-K for the year ended March 31, 2004
	Form 10-Q for the quarter ended June 30, 2004
      File No. 0-20056

Dear Mr. Riha:

      We have reviewed your above referenced filings and have the
following comments.  We have limited our review to Selected
Financial
Data, Management`s Discussion and Analysis and the Financial
Statements and will make no further review of your documents.  As
such, all persons who are responsible for the adequacy and
accuracy
of the disclosure are urged to be certain that they have included
all
information required pursuant to the Securities Exchange Act of
1934.

      Where indicated, we think you should revise your documents
in
response to these comments in future filings.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Report of Independent Registered Public Accounting Firm, page 17

1. Please supplementally explain the auditor`s basis for including
an
explanatory paragraph in their audit report.  Specifically, tell
us
if the paragraph reflects substantial doubt about the
Partnership`s
ability to continue as a going concern.  If so, please advise us
why
you have not included the disclosures required by AU Section 341
in
the audit report and in the notes to the financial statements.

Notes to Financial Statements

Note 1 - Organization and Summary of Significant Accounting
Policies

Risks and Uncertainties, page 24

2. In future filings, and supplementally to us, please clarify the
distinction between "capital reserves in excess of future
foreseeable
working capital requirements" and "cash resources sufficient to
meet
existing contractual cash obligations".

Method of Accounting for Investments in Limited Partnerships, page
25

3. In the first paragraph in this section you state that estimated
value is the "product" of the remaining tax credits to be
allocated
and the estimated residual value.  In a similar disclosure on page
27
you use the word "sum" in place of "product".  Please revise your
disclosure in future filings, to ensure that methodologies are
disclosed in a consistent manner.

4. Clarify to us and in future filings how you account for
differences between estimated results for the Local Limited
Partnerships for the three months ended March 31 of each year and
the
actual results that are subsequently determined.

New Accounting Pronouncements, page 27

5. You state that you have "preliminarily" concluded that the
adoption of FIN 46(R) will not have a material impact.  Clarify to
us
and in future filings whether you have adopted FIN 46(R), as
required
by the effective date.  Refer to paragraph 29 of the
Interpretation.
If you have adopted the Interpretation, please explain whether any
of
your investments are variable interest entities under paragraph
5(c)
of FIN 46(R) and briefly tell us how you have concluded that you
were
not the primary beneficiary.

Exhibits

6. Supplementally explain to us why certifications located at
exhibits 31.1 and 31.2 do not directly parallel language specified
in
Item 601 of Regulation S-K.

Schedule III, page 42

7. Supplementally explain to us your reasons for the departure
from
the column headings specified in Rule 12-28 of Regulation S-X.

*    *    *    *

      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your proposed revisions that
keys
your responses to our comments and provides any requested
supplemental information.  Detailed cover letters greatly
facilitate
our review.  Please file your cover letter on EDGAR.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

?	the company is responsible for the adequacy and accuracy of
the
disclosure in the filing;

?	staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

      You may contact William Demarest, Staff Accountant, at (202)
824-5539 or me, at (202) 824-5222 if you have questions regarding
comments on the financial statements and related matters.

						Sincerely,

Steven Jacobs
Senior Staff Accountant

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WNC California Housing Tax Credits III, L.P.
December 22, 2004
Page 2

WNC California Housing Tax Credits III, L.P.
December 22, 2004
Page 3

WNC California Housing Tax Credits II, L.P.
December 22, 2004
Page 4

WNC California Housing Tax Credits III, L.P.
December 22, 2004
Page 4

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