SCHEDULE 13D


DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT
1/8/2010


1. NAME OF REPORTING PERSON
Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos


2. CHECK THE BOX IF MEMBER OF A GROUP                  a[X]

                                                       b[]

3. SEC USE ONLY

4. SOURCE OF FUNDS
WC


5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) AND 2(e)                        []

6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
___________________________________________________________


7. SOLE VOTING POWER
110

8. SHARED VOTING POWER
46

9. SOLE DISPOSITIVE POWER
110
_______________________________________________________

10. SHARED DISPOSITIVE POWER

0

11. AGGREGATE AMOUNT OWNED BY EACH REPORTING PERSON
156

12. CHECK IF THE AGGREGATE AMOUNT EXCLUDES CERTAIN SHARES

[]
___________________________________________________________


13. PERCENT OF CLASS REPRESENTED BY ROW 11

5.54%

14. TYPE OF REPORTING PERSON

IA
_______________________________________________________

Item 1. SECURITY AND ISSUER

This Schedule 13D relates to the shares of Auction Rate Preferred
of Blackrock Credit Allocation Income Trust III Inc.
("BPP" or the "Issuer").

(a) The principal executive offices of BPP are located at
100 bellevue Parkway
Wilmington, DE 19809

(b) CUSIP number:09249V400

Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of Bulldog Investors,
Brooklyn Capital Mangement, Phillip Goldstein,
60 Heritage Drive Pleasantville, NY 10570 a principal of Bulldog Investors
and Andrew Dakos, Park 80 West,Saddle Brook, NJ 07663, also a principal
of Bulldog Investors. Mr.Goldstein and Mr. Dakos are self-employed
investment advisors.

On January 31, 2007 the Acting Director of the Securities Division of the
Massachusetts Secretary of State (the Securities Division) filed a complaint
against Bulldog Investors, Messrs. Goldstein, Samuels, Dakos and Das and
certain related parties (the Bulldog Parties) alleging that they violated
Massachusetts law by making information about certain unregistered investments
available on their website and by sending material about such investments to
an individual who requested it.  On October 17, 2007 the Secretary issued a
cease and desist order based on the same allegations and ordered that a fine
be imposed on the Bulldog Parties of $25,000.  On November 15, 2007 the
Bulldog Parties filed an appeal of the Secretary's October 17, 2007 order in
the Massachusetts Superior Court.  On February 12, 2009, the Massachusetts
Superior Court upheld the Secretary's October 17, 2007 order. The Bulldog
Parties further appealed the ruling of the Massachusetts Superior Court to
Massachusetts Appeals Court.  On October 21, 2009 the Massachusetts Supreme
Judicial Court, the state's highest court, unilaterally transferred the case
from the Massachusetts Appeals Court to the Supreme Judicial Court, which
will decide the appeal.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATIONS
Shares of the Issuer have been accumulated on behalf of managed
accounts.


ITEM 4. PURPOSE OF TRANSACTION
An affiliate of the filing persons intends to contact management to discuss
refinancing the auction rate preferred stock.


ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As per the N-CSR filed on January 8, 2010 there were 2,187 shares of Auction
Rate Preferred outstanding as of 10/31/2009 The percentage set forth in item 5
was derived using such number. Bulldog Investors, Brooklyn Capital Management,
Phillip Goldstein and Andrew Dakos beneficially own an aggregate of 156
shares of BPP or 5.54% of the outstanding shares.Power to dispose of and vote
securities resides either with Mr. Goldstein, Mr. Dakos or with clients.

c)  The following shares of BPP Auction Rate Preferred were purchased:

Date:		        Shares:		Price:
01/08/2010		150		21,500.00
4/11/2010		6		21,250.00




d) Beneficiaries of managed accounts are entitled to receive any
dividends or sales proceeds.

e) NA

ITEM 6. CONTRACTS,ARRANGEMENTS,UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None.


ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None


After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.

Dated: 9/20/2010

By: /s/ Phillip Goldstein
Name:   Phillip Goldstein

By: /S/ Andrew Dakos
Name:   Andrew Dakos