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EXHIBIT 3.1
AMENDMENT TO THE RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP OF REAL ESTATE ASSOCIATES LIMITED III
This Amendment to the Restated Certificate and Agreement of
Limited Partnership, as amended to date (the "Partnership
Agreement"), of Real
Estate Associates Limited III, a California limited partnership
(the
"Partnership"), is made and entered into as of January 12, 2005,
by and among
National Partnership Investments Corp., a California corporation
("NAPICO"),
as general partner of the Partnership, National Partnership
Investments
Associates, a California limited partnership ("NAPIA"), as
general partner of
the Partnership, and NAPICO, as attorney-in-fact for the limited
partners of
the Partnership.
WHEREAS, NAPICO, NAPIA and limited partners owning a
majority of the outstanding limited partnership interests of the
Partnership
have approved this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Section 9.3(d) of the Partnership Agreement is hereby
amended to read in its entirety as follows:
"(d) upon any sale or refinancing, the Partnership shall not
reinvest any proceeds thereof;"
2. Except as specifically amended hereby, the terms,
covenants, provisions and conditions of the Partnership
Agreement shall remain
unmodified and continue in full force and effect and, except as
amended
hereby, all of the terms, covenants, provisions and conditions
of the
Agreement are hereby ratified and confirmed in all respects.
IN WITNESS WHEREOF, the undersigned have executed this Amendment
as
of the date first above written.
NATIONAL PARTNERSHIP INVESTMENTS CORP.,
as General Partner
By: /s/ Jeffrey H. Sussman
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Jeffrey H. Sussman,
Senior Vice President, General
Counsel and Secretary
NATIONAL PARTNERSHIP INVESTMENTS ASSOCIATES,
as General Partner
By: /s/ Nicholas G. Ciriello
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Nicholas G. Ciriello,
General Partner
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