10-K/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A

                Annual Report Pursuant to Section 13 or 15(d) of
                        Securities Exchange Act of 1934

For the year ended December 31, 1994                       Commission  File
                                                            Number  2-81033

           WINTHROP RESIDENTIAL ASSOCIATES III, A LIMITED PARTNERSHIP
             (Exact name of registrant as specified in its charter)

       Maryland                                                 04-2782016
(State of Organization)                              (I.R.S. Employer I.D. No.)

One International Place, Boston, Massachusetts                  02110
   (Address of Principal Executive Offices)                   (Zip  Code)

Registrant's telephone number including area code:       (617) 330-8600
                                                                         
        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                     Units of Limited Partnership Interest
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                                     Yes X No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K/A or any amendment to 
this Form 10-K/A. 
                                                        [ X ]

          No voting stock is held by nonaffiliates of the Registrant.

   No market exists for the limited partnership interests of the Registrant,
   and therefore, no aggregate market value can be computed.  The purpose of 
   this amendment is to submit the Financial Data Schedule.



                                   
                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, there unto duly authorized.

Date:  July 28, 1995                    WINTHROP RESIDENTIAL ASSOCIATES III,
                                         A LIMITED PARTNERSHIP

                                       By:   ONE WINTHROP PROPERTIES, INC.


                                       By:   /s/  Judith A. Miller     
                                             Judith A. Miller   
                                             Vice President 



                                        INDEX TO EXHIBITS

Exhibit
Number   Title of Document


3.A. Agreement and  Certificate of Limited  Partnership of Winthrop  Residential
     Associates  III,  A  Limited  Partnership,   dated  as  of  June  28,  1982
     (incorporated  herein by reference to the Fund's Registration  Statement on
     Form S-11, File No. 2-81033).

3.B. Twelfth  Amendment  dated  as of  January  24,  1984 to the  Agreement  and
     Certificate of Limited Partnership (incorporated herein by reference to the
     Partnership's  Annual  Report on Form 10-K filed March 30,  1984,  File No.
     2-81033).

4.   Agreement and  Certificate of Limited  Partnership of Winthrop  Residential
     Associates  III,  A  Limited  Partnership,   dated  as  of  June  28,  1982
     (incorporated herein by reference to Exhibit 3A hereto).

10.A.Sales Agency  Agreement  between  Winthrop  Residential  Associates  III, A
     Limited  Partnership  and Winthrop  Securities  Co., Inc.  (incorpo-  rated
     herein by  reference  to the  Registrant's  Registration  Statement on Form
     S-11, File No. 2-81033).


10.B.Escrow Deposit  Agreement  among  Winthrop  Residential  Associates  III, A
     Limited Partnership,  Winthrop Securities Co., Inc. and United States Trust
     Company (incorporated herein by reference to the Registrant's  Registration
     Statement on Form S-11, File No. 2- 81033).

27   Financial Data Schedule for the Period ended December 31, 1994

28.A.Pages 16-18,  21-26 and 30-45 of  Partnership's  Prospectus dated March 11,
     1983, which was filed with the Commission pursuant to Rule 424(b) P

28.B.Pages 1-10 of the Supplement to the Prospectus dated July 20, 1983 P

28.C. Pages 17-20 of the Property Report dated September 30, 1983 P

28.D.Pages 7-27 of the  Partnership's  Annual Report on Form 10-K for the fiscal
     year ended December 31, 1983 P

EX-27

 

    <ARTICLE>                                                      5
    <LEGEND>
    This schedule contains summary financial information
    extracted frin audited financial statements for the
    year ending December 31, 1994 and is qualified
    in its entirety by reference to such financial statements
    
    <CIK>                             0000711418
    <NAME>           Winthrop Residential Associates III
    <MULTIPLIER>                                                   1
    <CURRENCY>                              U.S. Dollars
           
                                         
    <PERIOD-TYPE>                           12-MOS
    <FISCAL-YEAR-END>                       DEC-31-1994
    <PERIOD-START>                          JAN-01-1994
    <PERIOD-END>                            DEC-31-1994
    <EXCHANGE-RATE>                                          1.00000
    <CASH>                                                 2,338,714
    <SECURITIES>                                                   0
    <RECEIVABLES>                                             10,722
    <ALLOWANCES>                                                   0
    <INVENTORY>                                                    0
    <CURRENT-ASSETS>                                       2,349,436
    <PP&E>                                                         0
    <DEPRECIATION>                                                 0
    <TOTAL-ASSETS>                                         2,754,241
    <CURRENT-LIABILITIES>                                    270,324
    <BONDS>                                                        0
    <COMMON>                                                       0
    <PREFERRED-MANDATORY>                                          0
    <PREFERRED>                                                    0
    <OTHER-SE>                                                     0
    <TOTAL-LIABILITY-AND-EQUITY>                           2,483,917
    <SALES>                                                        0
    <TOTAL-REVENUES>                                         371,166
    <CGS>                                                          0
    <TOTAL-COSTS>                                                  0
    <OTHER-EXPENSES>                                          66,926
    <LOSS-PROVISION>                                               0
    <INTEREST-EXPENSE>                                             0
    <INCOME-PRETAX>                                          304,240
    <INCOME-TAX>                                                   0
    <INCOME-CONTINUING>                                      304,240
    <DISCONTINUED>                                                 0
    <EXTRAORDINARY>                                                0
    <CHANGES>                                                      0
    <NET-INCOME>                                             304,240
    <EPS-PRIMARY>                                             11.250
    <EPS-DILUTED>                                              0.000