BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-Q, 1996-11-14
OPERATORS OF APARTMENT BUILDINGS
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November 13, 1996





Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA  22312


Re:     Boston Financial Qualified Housing Limited Partnership
        Report on Form 10-Q for Quarter Ended September 30, 1996
        File No. 0-16796


Dear Sir/Madam:

Pursuant to the  requirements of Rule 901(d) of Regulation S-T,  enclosed is one
copy of subject report.

Please  stamp and  return  the  enclosed  copy of this  letter  in the  enclosed
stamped, self-addressed envelope to acknowledge receipt of this filing.

Very truly yours,





/s/Marie D. Reynolds
Marie D. Reynolds
Assistant Controller








QH1-10Q2.DOC


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
     Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act
                                     of 1934

(Mark One)

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1996

                                       OR

[   ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
           EXCHANGE ACT OF 1934


For the transition period from       to



For Quarter Ended  September 30, 1996     Commission file number    0-16796
                   


 Boston  Financial  Qualified Housing Limited Partnership
            (Exact name of registrant as specified in its charter)

            Delaware                               04-2947737
         (State or other jurisdiction of          (I.R.S. Employer
          incorporation or organization)           Identification No.)


   101 Arch Street, Boston, Massachusetts          02110-1106
     (Address of principal executive offices)      (Zip Code)


Registrant's telephone number, including area code    (617) 439-3911

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 .


<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)

                                TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION                                         Page No.
- ------------------------------                                        --------

Item 1. Financial Statements

         Combined Balance Sheets - September 30, 1996 (Unaudited)
            and March 31, 1996                                             1

         Combined Statements of Operations (Unaudited) - For the Three and
            Six Months Ended September 30, 1996 and 1995                   2

         Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Six Months Ended September 30, 1996                    3

         Combined Statements of Cash Flows (Unaudited) - For the Six
            Months Ended September 30, 1996 and 1995                       4

         Notes to the Combined Financial Statements (Unaudited)            5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                               12

PART II - OTHER INFORMATION

Items 1-6                                                                  14

SIGNATURE                                                                  15




<PAGE>



             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
                                                         
                             COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                     September 30,            March 31,
                                                                         1996                   1996
                                                                      (Unaudited)
Assets

<S>                                                                   <C>                   <C>   
Current assets:
   Cash and cash equivalents                                          $    286,076          $    678,567
   Accounts receivable                                                     195,515                45,444
   Tenant security deposits                                                  4,183                 4,067
   Other current assets                                                     20,181                22,039
                                                                      ------------          ------------
     Total current assets                                                  505,955               750,117

Investments in Local Limited Partnerships
   (net of reserve for valuation of
   $622,924 and $787,526 in September and
   March, respectively) (Note 2)                                         5,355,609             6,447,339
Marketable securities, at fair value (Note 1)                            2,091,722             1,998,381
Rental property at cost, net of
   accumulated depreciation                                              1,170,561             1,135,368
Mortgage escrow deposits                                                    10,416                 5,816
Bond trusts                                                                 70,140                70,140
Deferred charges, net of accumulated
   amortization of $30,633 and $29,021 in
   September and March, respectively                                        49,981                51,593
                                                                      ------------          ------------
     Total Assets                                                     $  9,254,384          $ 10,458,754
                                                                      ============          ============

Liabilities and Partners' Equity

Current liabilities:
   Accounts payable to affiliates                                     $     11,030          $     16,763
   Accounts payable and accrued expenses                                    30,451                94,274
   Current portion of bonds payable                                        117,975               117,975
   Accrued interest                                                         68,819                68,819
   Tenant security deposits payable                                          4,925                 2,936
                                                                      ------------          ------------
     Total current liabilities                                             233,200               300,767

Bonds payable                                                            1,092,025             1,092,025
                                                                      ------------          ------------
     Total Liabilities                                                   1,325,225             1,392,792
                                                                      ------------          ------------

Minority interest in Local Limited Partnership                              58,872                59,219
                                                                      ------------          ------------


General, Initial and Investor Limited Partners' Equity                   7,878,465             9,006,780
Net unrealized losses on marketable securities                              (8,178)                  (37)
                                                                      -------------         ------------
     Total Partners' Equity                                              7,870,287             9,006,743
                                                                      ------------          ------------
     Total Liabilities and Partners' Equity                           $  9,254,384          $ 10,458,754
                                                                      ============          ============
</TABLE>
     The  accompanying  notes  are  an  integral  part  of  these financial
           statements.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

                        COMBINED STATEMENTS OF OPERATIONS
            For the Three and Six Months Ended September 30, 1996 and 1995
                                   (Unaudited)
<TABLE>
<CAPTION>

                                              Three Months Ended                         Six Months Ended
                                     September 30,         September 30,        September 30,         September 30,
                                         1996                  1995                 1996                  1995
                                    --------------        --------------        -------------        ---------
                                       (Note 2)                                   (Note 2)

<S>                                 <C>                   <C>                   <C>                  <C>
Revenues:
   Rental                           $      58,123         $           -         $     104,424        $           -
   Investment                              36,821                31,643                67,863               64,573
   Other                                    1,314                 3,049                 5,671                5,599
                                    -------------         -------------         -------------        -------------
       Total Revenue                       96,258                34,692               177,958               70,172
                                    -------------         -------------         -------------        -------------

Expenses:
   General and administrative
      (includes reimbursements to
      affiliates in the amounts of
      $72,089 and $63,208 in 1996
      and 1995, respectively)               3,439                62,429                81,781              135,124
   Rental Operations, exclusive
     of depreciation                       28,487                     -                55,436                    -
   Depreciation                            10,319                     -                20,364                    -
   Amortization                            20,301                25,850                47,376               52,991
   Interest                                35,204                     -                65,239                    -
   Adjustment to provision for
     valuation of investments
     in Local Limited Partnerships        (42,485)             (238,409)             (164,602)            (238,409)
                                    -------------         -------------         --------------       -------------
       Total Expenses                      55,265              (150,130)              105,594              (50,294)
                                    -------------         -------------         -------------        -------------

Income before equity in
   income (losses) of Local
   Limited Partnerships                    40,993               184,822                72,364              120,466

Minority interest in loss of
   Local Limited Partnership                  156                     -                   347

Equity in income (losses) of
   Local Limited Partnerships            (675,676)               69,726            (1,201,026)            (455,172)
                                    -------------         -------------         -------------        -------------

Net Income (Loss)                   $    (634,527)        $     254,548         $  (1,128,315)       $    (334,706)
                                    =============         =============         =============        =============

Net Income (Loss) allocated:
   To General Partners              $      (6,345)        $       2,546         $     (11,283)       $      (3,347)
   To Limited Partners                   (628,182)              252,002            (1,117,032)            (331,359)
                                    -------------         -------------         -------------        -------------
                                    $    (634,527)        $     254,548         $  (1,128,315)       $    (334,706)
                                    =============         =============         =============        =============

Net Income (Loss) per Limited
   Partnership Unit (50,000 Units)  $     (12.56)         $        5.04         $     (22.34)        $       (6.63)
                                    ============          =============         ============         =============
</TABLE>

     The  accompanying  notes  are  an  integral  part  of  these financial
           statements.



<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                   For the Six Months Ended September 30, 1996

<TABLE>
<CAPTION>

                                                           Initial      Investor              Net
                                           General         Limited       Limited          Unrealized
                                           Partners       Partners      Partners            Losses         Total

<S>                                      <C>               <C>         <C>                <C>          <C>         
Balance at March 31, 1996                $  (344,429)      $ 4,648     $ 9,346,561        $     (37)   $  9,006,743

Net change in net unrealized
   losses on marketable securities
   available for sale                              -             -               -           (8,141)         (8,141)

Net Loss                                     (11,283)            -      (1,117,032)               -      (1,128,315)
                                         -----------       -------     -----------        ---------    ------------

Balance at September 30, 1996            $  (355,712)      $ 4,648     $8,229,529         $ (8,178)    $  7,870,287
                                         ===========       =======     ===========      =============   ============
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these financial
      statements.

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

                        COMBINED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
              For the Six Months Ended September 30, 1996 and 1995
<TABLE>
<CAPTION>

                                                                               1996                   1995
                                                                          -------------          ---------

<S>                                                                        <C>                    <C>         
Net cash used for operating activities                                     $   (304,883)          $  (129,422)
                                                                           ------------           -----------

Cash flows from investing activities:
   Purchases of marketable securities                                          (885,037)             (979,735)
   Proceeds from sales and maturities of
     marketable securities                                                      824,777               875,948
   Cash distributions received from Local
     Limited Partnerships                                                        28,209                     -
   Purchase of rental property                                                  (55,557)                    -
                                                                           ------------           -----------
Net cash used for investing activities                                          (87,608)             (103,787)
                                                                           ------------           -----------

Net decrease in cash and cash equivalents                                      (392,491)             (233,209)

Cash and cash equivalents, beginning                                            678,567               308,216
                                                                           ------------           -----------

Cash and cash equivalents, ending                                          $    286,076           $    75,007
                                                                           ============           ===========

Supplemental disclosure:
   Cash paid for interest                                                  $     65,239           $         -
                                                                           ============           ===========
</TABLE>

The  accompanying  notes  are  an  integral  part  of  these financial
      statements.

<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
                                                        
                   NOTES TO THE COMBINED FINANCIAL STATEMENTS
                                   (Unaudited)

The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements and notes thereto included with the  Partnership's  10-K for the year
ended March 31, 1996. In the opinion of management,  these financial  statements
include  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary to present fairly the Partnership's  financial position and results of
operations.  Certain amounts in the prior period financial  statements have been
reclassified herein to conform with the current period presentation. The results
of  operations  for the  periods  may not be  indicative  of the  results  to be
expected for the year.

1.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>
                                                               Gross              Gross
                                                             Unrealized         Unrealized      Fair
                                              Cost              Gains            Losses         Value
<S>                                       <C>                   <C>             <C>          <C>  
Debt securities issued by the
   US Treasury and
   other US Government
   corporations and agencies              $ 1,510,477           $  4,526        $(10,296)    $ 1,504,707

Mortgage backed securities                    449,266                434          (3,376)        446,324

Other debt securities                         140,157                677            (143)        140,691
                                          -----------           --------        --------     -----------

Marketable securities
   at September 30, 1996                  $ 2,099,900           $  5,637        $(13,815)    $ 2,091,722
                                          ===========           ========        ========     ===========

Debt securities issued by the
   US Treasury and
   other US Government
   corporations and agencies              $ 1,394,653           $  2,050        $ (7,271)    $ 1,389,432

Mortgage backed securities                    247,382              1,792            (164)        249,010

Other debt securities                         356,383              3,783            (227)        359,939
                                          -----------           --------        --------     -----------

Marketable securities
   at March 31, 1996                      $ 1,998,418           $  7,625        $ (7,662)    $ 1,998,381
                                          ===========           ========        ========     ===========
</TABLE>

The contractual maturities at September 30, 1996 are as follows:
<TABLE>
<CAPTION>
                                                                                                Fair
                                                                                 Cost           Value

<S>                                                                          <C>             <C>        
Due in one year or less                                                      $   295,730     $   298,560
Due in one year to five years                                                  1,354,904       1,346,838
Mortgage backed securities                                                       449,266         446,324
                                                                             -----------     -----------
                                                                             $ 2,099,900     $ 2,091,722
                                                                             ===========     ===========
</TABLE>


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)

             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

1.   Marketable Securities (continued)

Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
were approximately  $825,000 and $876,000 for the six months ended September 30,
1996 and 1995,  respectively.  Included in investment  income are gross gains of
$45,632 and $3,730 and gross losses of $4,410 and $7,094 which were  realized on
these  sales  during  the  six  months  ended   September  30,  1996  and  1995,
respectively.


2.   Investments in Local Limited Partnerships

The   Partnership  has  acquired   interests  in   thirty-three   Local  Limited
Partnerships, excluding Hughes Apartments Ltd. ("Hughes"), which own and operate
multi-family  housing  complexes,  all of  which  are  government-assisted.  The
Partnership,  as Investor  Limited Partner pursuant to the various Local Limited
Partnership  Agreements,  has generally  acquired a 99% interest in the profits,
losses,  tax credits and cash flows from operations of each of the Local Limited
Partnerships.  Upon dissolution,  proceeds will be distributed according to each
respective partnership agreement.

On  October  27,  1995,  an  affiliate  of the  Partnership's  Managing  General
Partners,  BF Harbour View, Inc.,  became the Local General Partner of Hughes, a
Local Limited Partnership in which the Partnership has invested. Since the Local
General  Partner of Hughes is an affiliate of the  Partnership,  these  combined
financial statements include all activity of Hughes Apartments,  Ltd., beginning
on March 31, 1996. All significant intercompany balances have been eliminated.

A summary of Investments in Local Limited  Partnerships,  excluding  Hughes,  at
September 30, 1996, is as follows:
<TABLE>
<CAPTION>

<S>                                                                                     <C>
Capital contributions to Local Limited Partnerships and purchase
   price paid to withdrawing partners of Local Limited Partnerships                     $     36,308,830

Cumulative equity in losses of Local Limited Partnerships
   (excluding cumulative unrecognized losses of $10,731,471)                                 (32,639,007)

Cumulative cash distributions received from Local Limited Partnerships                        (1,442,748)
                                                                                        ----------------

Investments in Local Limited Partnerships before adjustment                                    2,227,075

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                               4,770,577

   Accumulated amortization of acquisition fees and expenses                                  (1,019,119)
                                                                                        ----------------

Investments in Local Limited Partnerships                                                      5,978,533

Reserve for Valuation of Investments in
   Local Limited Partnerships                                                                   (622,924)
                                                                                       
                                                                                        $      5,355,609
                                                                                        ----------------
</TABLE>
<PAGE>
            BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)


             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

2.   Investments in Local Limited Partnerships (continued)

Summarized  financial  information from the combined financial statements of the
Local Limited  Partnerships  in which the  Partnership  has invested,  excluding
Hughes, is as follows:
<TABLE>
<CAPTION>

Summarized Balance Sheets - June 30, 1996 (Unaudited)

<S>                                                                                       <C> 
Assets:
   Investment property, net                                                               $  106,951,772
   Current assets                                                                              2,135,740
   Other assets                                                                                9,632,683
                                                                                          --------------
       Total Assets                                                                       $  118,720,195
                                                                                          ==============

Liabilities and Partners' Deficit:
   Current liabilities                                                                    $    4,534,700
   Long-term debt                                                                            121,903,198
   Other liabilities                                                                           3,264,052
                                                                                          --------------
       Total Liabilities                                                                     129,701,950

Partners' Deficit                                                                            (10,981,755)
                                                                                          ---------------
Total Liabilities and Partners' Deficit                                                   $  118,720,195
                                                                                          ==============

Summarized Income Statements - for the
six months ended June 30, 1996 (Unaudited)

Rental and other income                                                                   $   10,468,726
                                                                                          --------------

Expenses:
   Operating                                                                                   5,459,483
   Interest                                                                                    4,970,831
   Depreciation and amortization                                                               2,386,304
                                                                                          --------------
         Total Expenses                                                                       12,816,618

         Net Loss                                                                         $   (2,347,892)
                                                                                          ==============

Partnership's share of Net Loss                                                           $   (2,324,010)
                                                                                          ==============
Other Partners' share of Net Loss                                                         $      (23,882)
                                                                                          ==============  
</TABLE>
For the six months ended  September 30, 1996, the Partnership has not recognized
$1,141,651 of equity in losses  relating to fourteen Local Limited  Partnerships
where  cumulative  equity in losses and  cumulative  distributions  exceeded its
total investments.

3.   Transactions with Affiliates

Boston  Financial  Property  Management  ("BFPM"),  an affiliate of the Managing
General Partner,  currently manages Sierra Vista,  Windsor Court,  Rolling Green
and Terrace, four properties in which the Partnership has invested. The property
management  fee  charged  to each  property  is  equal to 5% of  property  gross
revenues.  Included in operating expenses in the summarized income statements in
Note 2 to the financial statements is $90,438 of fees earned by BFPM for the six
months ended September 30, 1996.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

4.      Supplemental Combining Schedules
<TABLE>
<CAPTION>
                                 Balance Sheets

                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations          Combined
Assets
<S>                                       <C>                 <C>                <C>             <C>
Current assets:
   Cash and cash equivalents              $    284,809        $      1,267       $      -        $     286,076
   Accounts receivable                         242,492               6,512        (53,489)             195,515
   Tenant security deposits                          -               4,183              -                4,183
   Other current assets                         20,181                   -              -               20,181
                                          ------------        ------------       --------        -------------
     Total current assets                      547,482              11,962        (53,489)             505,955

Investments in Local Limited
   Partnerships, net                         5,262,837                   -         92,772            5,355,609
Marketable securities, at fair value         2,091,722                   -              -            2,091,722
Rental property at cost, net of
   accumulated depreciation                          -           1,170,561              -            1,170,561
Mortgage escrow deposits                             -              10,416              -               10,416
Bond trusts                                          -              70,140              -               70,140
Deferred charges, net                                -              49,981              -               49,981
                                          ------------        ------------       --------        -------------
     Total Assets                         $  7,902,041        $  1,313,060       $ 39,283        $   9,254,384
                                          ============        ============       ========        =============

Liabilities and Partners' Equity (Deficiency)
Current liabilities:
   Accounts payable to affiliate          $     11,030        $     53,489       $(53,489)       $      11,030
   Accounts payable and accrued
     expenses                                   20,724               9,727              -               30,451
   Current portion of bonds payable                  -             117,975              -              117,975
   Accrued interest                                  -              68,819              -               68,819
   Tenant security deposits payable                  -               4,925              -                4,925
                                          ------------        ------------       --------        -------------
     Total current liabilities                  31,754             254,935        (53,489)             233,200

Bonds payable                                        -           1,092,025              -            1,092,025
                                          ------------        ------------       --------        -------------
     Total Liabilities                          31,754           1,346,960        (53,489)           1,325,225
                                          ------------        ------------       --------        -------------

Minority interest in Local Limited
   Partnership                                       -                   -         58,872               58,872
                                          ------------        ------------       --------        -------------

General, Initial and Investor
   Limited Partners' Equity                  7,878,465             (33,900)        33,900            7,878,465
Net unrealized losses                           (8,178)                  -              -               (8,178)
                                          -------------       ------------       --------        -------------
     Total Partners' Equity                  7,870,287             (33,900)        33,900            7,870,287
                                          ------------        ------------       --------        -------------
     Total Liabilities and
       Partners' Equity                   $  7,902,041        $  1,313,060       $ 39,283        $   9,254,384
                                          ============        ============       ========        =============
</TABLE>

(A) As of September 30, 1996.
(B) As of June 30, 1996.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

4.   Supplemental Combining Schedules (continued)

                            Statements of Operations
                  For the Three Months Ended September 30, 1996
<TABLE>
<CAPTION>
                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations         Combined

<S>                                       <C>                 <C>                <C>              <C>         
Revenue:
   Rental                                 $           -       $     58,123       $       -        $     58,123
   Investment                                    36,798                 23               -              36,821
   Other                                            400                914               -               1,314
                                          -------------       ------------       ---------        ------------
     Total Revenue                               37,198             59,060               -              96,258
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                     3,439                  -               -               3,439
   Rental operations, exclusive
     of depreciation                                  -             28,487               -              28,487
   Depreciation                                       -             10,319               -              10,319
   Amortization                                  19,495                806               -              20,301
   Interest                                           -             35,204               -              35,204
   Adjustment to provision
     for valuation of
     investments in Local
     Limited Partnerships                       (42,485)                 -               -             (42,485)
                                          -------------       ------------       ---------        ------------
     Total Expenses                             (19,551)            74,816               -              55,265
                                          -------------       ------------       ---------        ------------

Income (Loss) before equity in losses
   of Local Limited Partnerships                 56,749            (15,756)              -              40,993

Minority interest in loss of
   Local Limited Partnership                          -                  -             156                 156

Equity in losses of Local
   Limited Partnerships                        (691,276)                 -          15,600            (675,676)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $    (634,527)      $    (15,756)      $  15,756        $   (634,527)
                                          =============       ============       =========        ============

</TABLE>

(A) For the three months  ended  September  30,  1996.
(B) For the three months ended June 30, 1996.

<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

4.   Supplemental Combining Schedules (continued)

                            Statements of Operations
                   For the Six Months Ended September 30, 1996
<TABLE>
<CAPTION>
                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations         Combined

<S>                                       <C>                 <C>                <C>              <C>   
Revenue:
   Rental                                 $           -       $    104,424       $       -        $    104,424
   Investment                                    67,840                 23               -              67,863
   Other                                          2,300              3,371               -               5,671
                                          -------------       ------------       ---------        ------------
     Total Revenue                               70,140            107,818               -             177,958
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                    81,781                  -               -              81,781
   Rental operations, exclusive
     of depreciation                                  -             55,436               -              55,436
   Depreciation                                       -             20,364               -              20,364
   Amortization                                  45,764              1,612               -              47,376
   Interest                                           -             65,239               -              65,239
   Adjustment to provision
     for valuation of
     investments in Local
     Limited Partnerships                      (164,602)                 -               -            (164,602)
                                          -------------       ------------       ---------        ------------
     Total Expenses                             (37,057)           142,651               -             105,594
                                          -------------       ------------       ---------        ------------

Income (Loss) before equity in
   losses of Local Limited
   Partnerships                                 107,197            (34,833)              -              72,364

Minority interest in loss of
   Local Limited Partnership                          -                  -             347                 347

Equity in losses of Local
   Limited Partnerships                      (1,235,512)                 -          34,486          (1,201,026)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $  (1,128,315)      $    (34,833)      $  34,833        $ (1,128,315)
                                          =============       ============       =========        ============

</TABLE>

(A) For the six months ended  September  30, 1996.
(B) For the six months ended June 30, 1996.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
             NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
                                   (Unaudited)

4.   Supplemental Combining Schedules (continued)
                            Statements of Cash Flows
<TABLE>
<CAPTION>
                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations           Combined

<S>                                        <C>                 <C>              <C>                <C>   
Net cash provided by (used for)
   operating activities                    $  (335,623)        $   30,740       $       -          $   (304,883)
                                           -----------         ----------       ---------          ------------

Cash flows from investing activities:
   Purchases of marketable securities         (885,037)                 -               -              (885,037)
   Proceeds from sales and maturities
     of marketable securities                  824,777                  -               -               824,777
   Cash distributions received from
     Local Limited Partnerships                 28,209                  -               -                28,209
   Purchase of rental property                       -            (55,557)              -               (55,557)
                                           -----------         ----------       ---------          ------------
Net cash used for investing activities         (32,051)           (55,557)              -               (87,608)
                                           -----------         ----------       ---------          ------------

Net decrease in cash and cash equivalents     (367,674)           (24,817)              -              (392,491)

Cash and cash equivalents, beginning           652,483             26,084               -               678,567
                                           -----------         ----------       ---------          ------------

Cash and cash equivalents, ending          $   284,809         $    1,267       $       -          $    286,076
                                           ===========         ==========       =========          ============
</TABLE>


(A) For the six months ended  September  30, 1996. 
(B) For the six months ended June 30, 1996.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

At September 30, 1996, the Partnership,  including the combined entity, had cash
and cash  equivalents of $286,076  compared with $678,567 at March 31, 1996. The
decrease is  attributable  to cash used for  operations  and  purchase of rental
property offset by cash distributions received from Local Limited Partnerships.

At September 30, 1996,  approximately  $1,825,000 of cash, cash  equivalents and
marketable  securities  has been  designated  as  Reserves.  The  Reserves  were
established to be used for working capital of the Partnership and  contingencies
related to the ownership of Local Limited Partnership interests. Reserves may be
used to fund  Partnership  operating  deficit,  if the Managing  General Partner
deems funding appropriate.

Since the  Partnership  invests as a limited  partner,  the  Partnership  has no
contractual  duty to  provide  additional  funds to Local  Limited  Partnerships
beyond its specified  investment.  Thus, at September 30, 1996, the  Partnership
had no contractual or other  obligation to any Local Limited  Partnership  which
had not been paid or provided for.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional funds, the  Partnership's  management might deem it in its
best  interest  to provide  such  funds,  voluntarily,  in order to protect  its
investment.  To date, the Partnership has provided approximately $200,000 to two
Local Limited Partnerships.

Cash Distributions

No cash  distributions to Limited Partners were made during the six months ended
September 30, 1996.

Results of Operations

The  Partnership's  results of  operations  for the three and six  months  ended
September  30,  1996,  resulted  in a  net  loss  of  $634,527  and  $1,128,315,
respectively,  as compared to net income of $254,548  and a net loss of $334,706
for  the  same  periods  in  1995.  The  increase  in net  losses  is  primarily
attributable  to an increase in equity in losses of Local  Limited  Partnerships
and an adjustment to the provision for valuation of investments in Local Limited
Partnerships.

The increase in equity in losses of Local Limited Partnerships is due to a prior
year receipt of rent rollback and ineligible unit  relocation  claims which were
previously  withheld by HUD. The provision for valuation of investments in Local
Limited   Partnerships   reflects  the  current  period  equity  in  losses  and
amortization attributable to one Local Limited Partnership.

Property Discussions

Limited  Partnership  interests have been acquired in thirty-four  Local Limited
Partnerships which own and operate rental properties located in nineteen states.
Fourteen of the properties with 774 apartments were newly constructed and twenty
of the properties with 2,091 apartments were rehabilitated.

Most of the thirty-four Local Limited  Partnerships have stabilized  operations.
The majority of these  stabilized  properties  are  operating at  break-even  or
generating operating cash flow.

A number of properties are  experiencing  operating  difficulties  and cash flow
deficits  due to a variety  of  reasons.  The Local  General  Partners  of those
properties  have  funded  operating  deficits  through  project  expense  loans,
subordinated  loans or payments from  operating  escrows.  In certain  instances
where the Local General  Partners have stopped  funding  deficits  because their
obligation to do so has expired or otherwise,  the Managing  General  Partner is
working with the Local General  Partners to increase  operating  income,  reduce
expenses or refinance the debt at lower  interest rates in order to improve cash
flow.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Property Discussions (continued)

At Pebble Creek,  continued  deficits  caused by high security and repair costs,
and high  turnover has resulted in a mortgage  default and  subsequent  mortgage
assignment to HUD. The Arlington  Housing Authority ("AHA") has withheld October
rents  totaling  approximately  $140,000  due to failure to  complete  requested
capital  repairs and has  threatened  to abate the  November  rents as well.  An
affiliate of the Managing General Partner is actively pursuing a workout plan to
address the  mortgage  default and  deferred  maintenance  issues.  Should these
negotiations  fail to achieve a feasible  workout plan for the  property,  it is
unlikely  that  the  Partnership  will be able to  retain  its  interest  in the
property  for the  long-term.  Such a loss would  result in a  recapture  of tax
credits for the investors. The carrying value of the Partnership's investment in
this Local Limited Partnership is zero at September 30, 1996.

Cass House and Verdean  Gardens,  Massachusetts  properties which share a common
Local General  Partner,  continue to operate  below  break-even in a slow rental
market.  The SHARP subsidy  agreements for both properties were  renegotiated in
1992 and provided additional subsidies.  However,  since the properties continue
to operate at a deficit and Verdean Gardens requires maintenance work, the Local
General Partner has applied for further  subsidies.  The  restructuring  of Cass
House  closed in June of 1996.  The closing  for Verdean  Gardens is expected to
occur  subsequent to September 30, 1996.  This  restructuring  will also require
contributions from Partnership  reserves.  Under the existing subsidy agreement,
the Local General Partner has been supporting the properties' operations through
deferred management fees and guarantees or letters of credit. The carrying value
of the Partnership's  investment in these Local Limited  Partnerships is zero at
September 30, 1996.

At Hughes Apartments,  located in Mandan,  North Dakota,  construction to repair
the damaged  units is ongoing,  and  occupancy  has reached  100%.  The Managing
General  Partner  negotiated  a  forbearance  agreement  with the  lender  which
included an infusion of additional capital to cure the mortgage default and fund
capital  repairs.  A  portion  of  the  capital  repairs  will  be  funded  from
Partnership Reserves. As a result of the above actions, the property's occupancy
level,  as  well  as  property  operations  have  significantly  improved  as of
September 30, 1996.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)



PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

                (a)Exhibits - None

                (b)Reports  on Form 8-K - No  reports  on Form  8-K  were filed
                   during the quarter ended September 30, 1996.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                             (A Limited Partnership)
                                    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, thereunto duly authorized.


DATED:   November 13, 1996                   BOSTON FINANCIAL QUALIFIED HOUSING
                                               LIMITED PARTNERSHIP

                                             By: 29 Franklin Street, Inc.,
                                               its Managing General Partner




                                                    /s/ Georgia Murray
                                                         Georgia Murray
                                                 A Managing Director, Treasurer
                                                 and Chief Financial Officer



<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        6-MOS
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         SEP-30-1996
<CASH>                                               286,076
<SECURITIES>                                         2,091,722
<RECEIVABLES>                                        195,515
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     24,364<F1>
<PP&E>                                               1,170,561
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       9,254,384<F2>
<CURRENT-LIABILITIES>                                233,200<F3>
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           7,870,287
<TOTAL-LIABILITY-AND-EQUITY>                         9,254,384<F4>
<SALES>                                              0
<TOTAL-REVENUES>                                     177,958<F5>
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     40,355<F6>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   65,239
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         (1,128,315)<F7>
<EPS-PRIMARY>                                        (22.34)
<EPS-DILUTED>                                        0
<FN>
<F1>Included in current assets is $4,183 of tenant security deposits and$20,181
      of other current assets.
<F2>Included in total assets is $5,355,609 of Investments in Local Limited
       Partnerships,  Mortgage escrow deposits $10,416, Bond trusts $70,140, 
          Deferred charges, net of amortization $49,981.
<F3>Included in current  liabilities: Accounts  payable to  affiliate  $11,030,
      Accounts  payable and accrued expenses  $30,451,  Current  bonds  payable
      $117,975, Accrued interest $68,819, Security deposits $4,925.
<F4>Included in total liabilities and equity is $58,872 of minority interest in
      the Local Limited Partnership and Bond payable $1,092,025.
<F5>Total revenue includes Rental $104,424, Investment $67,863, Other $5,671.
<F6>Included in Other  Expenses is an adjustment to the provision for valuation
      of investments in Local Limited Partnerships  of $(164,602),  General and
      administrative  $81,781,  Rental Operations,  exclusive  of  depreciation
      $55,436, Depreciation $20,364, and Amortization $47,376.
<F7>Net loss reflects:  equity in losses of Local Limited Partnerships of 
     $1,201,026,  Minority interest in loss of Local Limited Partnerships $347.
</FN>
        

</TABLE>


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