BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-Q, 1996-08-13
OPERATORS OF APARTMENT BUILDINGS
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August 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 June 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.


Very truly yours,






Marie D. Ricciardi
Assistant Controller








QH1-10Q1.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       June 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   June 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 - June 30, 1996 (Unaudited)
   and March 31, 1996                                                     1

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

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

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

   Notes to 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>
                                                                       June 30,               March 31,
                                                                         1996                   1996
                                                                      (Unaudited)

Assets
<S>                                                                   <C>                   <C>   
Current assets:
   Cash and cash equivalents                                          $    429,247          $    678,567
   Tenant security deposits                                                  5,056                 4,067
   Other current assets                                                    219,855                67,483
                                                                      ------------          ------------
     Total current assets                                                  654,158               750,117

Investments in Local Limited Partnerships
   (net of reserve for valuation of
   $665,409 and $787,526, respectively) (Note 2)                         6,008,926             6,447,339
Marketable securities, at fair value (Note 1)                            2,015,419             1,998,381
Rental property at cost, net of
   accumulated depreciation                                              1,125,323             1,135,368
Mortgage escrow deposits                                                     7,656                 5,816
Bond trusts                                                                 70,140                70,140
Deferred charges, net of accumulated
   amortization of $29,827 and $29,021, respectively                        50,787                51,593
                                                                      ------------          ------------
     Total Assets                                                     $  9,932,409          $ 10,458,754
                                                                      ============          ============

Liabilities and Partners' Equity

Current liabilities:
   Accounts payable to affiliates                                     $     22,328          $     16,763
   Accounts payable and accrued expenses                                    37,847                94,274
   Current portion of bonds payable                                        117,975               117,975
   Accrued interest                                                         98,819                68,819
   Tenant security deposits payable                                          4,763                 2,936
                                                                      ------------          ------------
     Total current liabilities                                             281,732               300,767

Bonds payable                                                            1,092,025             1,092,025
                                                                      ------------          ------------
     Total Liabilities                                                   1,373,757             1,392,792
                                                                      ------------          ------------

Minority interest in Local Limited Partnership                              59,028                59,219
                                                                      ------------          ------------


General, Initial and Investor Limited Partners' Equity                   8,512,992             9,006,780
Net unrealized losses on marketable securities                             (13,368)                  (37)
                                                                      ------------          ------------
     Total Partners' Equity                                              8,499,624             9,006,743
                                                                      ------------          ------------
     Total Liabilities and Partners' Equity                           $  9,932,409          $ 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
                                   (Unaudited)
                For the Three Months Ended June 30, 1996 and 1995

<TABLE>
<CAPTION>
                                                                          1996                    1995
                                                                        (Note 2)                        
Revenue:
<S>                                                                  <C>                       <C>        
   Rental                                                            $      46,301             $         -
   Investment                                                               31,042                  32,930
   Other                                                                     4,357                   2,550
                                                                     -------------             -----------
      Total Revenue                                                         81,700                  35,480
                                                                     -------------             -----------

Expenses:
   General and administrative (includes reimbursements
     to an affiliate of $38,748 and $31,929 in 1996 and
     1995, respectively)                                                    78,342                  72,695
   Rental operations, exclusive of depreciation                             26,949                       -
   Depreciation                                                             10,045                       -
   Amortization                                                             27,075                  27,141
   Interest                                                                 30,035                       -
   Adjustment to provision for valuation of
    investments in Local Limited Partnerships                             (122,117)                      -
                                                                     -------------             -----------
     Total Expenses                                                         50,329                  99,836
                                                                     -------------             -----------

Income (loss) before equity in losses of
   Local Limited Partnerships                                               31,371                 (64,356)

Minority interest in loss of Local Limited Partnership                         191                       -

Equity in losses of Local Limited Partnerships                            (525,350)               (524,898)
                                                                     -------------             -----------

Net Loss                                                             $    (493,788)            $  (589,254)
                                                                     =============             ===========

Net Loss allocated:
   To General Partners                                               $      (4,938)            $    (5,893)
   To Limited Partners                                                    (488,850)               (583,361)
                                                                     -------------             -----------
                                                                     $    (493,788)            $  (589,254)
                                                                     =============             ===========

Net Loss per Limited Partnership Unit
   (50,000 Units)                                                    $       (9.78)            $    (11.67)
                                                                     =============             ===========

</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 Three Months Ended June 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                              -             -                 -        (13,331)        (13,331)

Net Loss                                      (4,938)            -          (488,850)             -        (493,788)
                                         -----------       -------       -----------      ---------    ------------

Balance at June 30, 1996                 $  (349,367)      $ 4,648       $ 8,857,711      $ (13,368)   $  8,499,624
                                         ===========       =======       ===========      =========    ============
</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 Three Months Ended June 30, 1996 and 1995

<TABLE>
<CAPTION>
                                                                               1996                1995
                                                                             (Note 2)                     
<S>                                                                       <C>                   <C>        
Net cash used for operating activities                                    $  (275,236)          $  (43,552)
                                                                          -----------           ----------

Cash flows from investing activities:
   Purchases of marketable securities                                        (686,287)            (175,656)
   Proceeds from sales and maturities of marketable securities                684,625               34,012
   Cash distributions received from Local Limited Partnerships                 27,578                    -
                                                                          -----------           ----------
Net cash provided by (used for) investing activities                           25,916             (141,644)
                                                                          -----------           ----------

Net decrease in cash and cash
   equivalents                                                               (249,320)            (185,196)

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

Cash and cash equivalents, ending                                         $   429,247           $  123,020
                                                                          ===========           ==========

</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.  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              $ 1,361,101           $  2,478        $(11,971)    $ 1,351,608

Mortgage backed securities                    458,765                428          (5,335)        453,858

Other debt securities                         208,921              1,236            (204)        209,953
                                          -----------           --------        --------     -----------

Marketable securities
   at June 30, 1996                       $ 2,028,787           $  4,142        $(17,510)    $ 2,015,419
                                          ===========           ========        ========     ===========

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 June 30, 1996 are as follows:
                                                            Fair
                                             Cost           Value
Due in one year or less                 $   245,135     $   246,668
Due in one year to five years             1,324,887       1,314,893
Mortgage backed securities                  458,765         453,858
                                         -----------     -----------
                                        $ 2,028,787     $ 2,015,419
                                         ===========     ===========


<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 $685,000 and $34,000 for the three months ended June 30, 1996
and 1995, respectively. Included in investment income are gross gains of $33,022
and gross  losses of $4,315  which  were  realized  on these  sales in the three
months ended June 30, 1996 and gross gains of $33 and gross losses of $308 which
were realized on these sales in the three months ended June 30, 1995.


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., at March
31, 1996. All significant intercompany balances have been eliminated.

A summary of Investments in Local Limited  Partnerships,  excluding  Hughes,  at
June 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 $10,164,171)                                 (31,963,331)

Cumulative cash distributions received from Local Limited Partnerships                        (1,442,117)
                                                                                        -----------------

Investments in Local Limited Partnerships before adjustment                                    2,903,382

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                               4,770,577

   Accumulated amortization of acquisition fees and expenses                                    (999,624)
                                                                                        ----------------

Investments in Local Limited Partnerships                                                      6,674,335

Reserve for Valuation of Investments in
   Local Limited Partnerships                                                                   (665,409)
                                                                                        -----------------       
                                                                                        $      6,008,926
                                                                                        =================               
                                                                                     
</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:

Summarized Balance Sheets - March 31, 1996 (Unaudited)

Assets:
   Investment property, net                              $  108,094,977
   Current assets                                             4,178,246
   Other assets                                               8,640,426
                                                          --------------
       Total Assets                                      $  120,913,649
                                                          ==============

Liabilities and Partners' Deficit:
   Current liabilities                                   $    5,318,458
   Long-term debt                                           113,128,252
   Other liabilities                                         11,886,430
                                                         --------------
       Total Liabilities                                    130,333,140

Partners' Deficit                                            (9,419,491)
                                                         --------------
Total Liabilities and Partners' Deficit                  $  120,913,649
                                                         ==============

Summarized Income Statements - for the
three months ended March 31, 1996 (Unaudited)

Rental and other income                                  $    5,032,543
                                                         --------------

Expenses:
   Operating                                                  2,452,404
   Interest                                                   2,479,304
   Depreciation and amortization                              1,193,195
                                                           --------------
         Total Expenses                                       6,124,903
                                                           --------------
         Net Loss                                        $   (1,092,360)
                                                           ==============

Partnership's share of Net Loss                          $   (1,081,034)
                                                           ==============
Other Partners' share of Net Loss                        $      (11,326)
                                                           ==============

For the three months ended June 30, 1996,  the  Partnership  has not  recognized
$574,351 of equity in losses  relating to ten 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 $45,239 of fees  earned by BFPM for the
three months ended March 31, 1996.


<PAGE>

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

4.      Supplemental Combining Schedules

                                 Balance Sheets

<TABLE>
<CAPTION>
                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations          Combined
Assets
Current assets:
<S>                                       <C>                 <C>                <C>             <C>          
   Cash and cash equivalents              $    394,536        $     34,711       $      -        $     429,247
   Tenant security deposits                          -               5,056              -                5,056
   Other current assets                        211,025               8,830              -              219,855
                                          ------------        ------------       --------        -------------
     Total current assets                      605,561              48,597              -              654,158

Investments in Local Limited
   Partnerships                              5,931,754                   -         77,172            6,008,926
Marketable securities, at fair value         2,015,419                   -              -            2,015,419
Rental property at cost, net of
   accumulated depreciation                          -           1,125,323              -            1,125,323
Mortgage escrow deposits                             -               7,656              -                7,656
Bond trusts                                          -              70,140              -               70,140
Deferred charges, net                                -              50,787              -               50,787
                                          ------------        ------------       --------        -------------
     Total Assets                         $  8,552,734        $  1,302,503       $ 77,172        $   9,932,409
                                          ============        ============       ========        =============

Liabilities and Partners' Equity (Deficiency)
Current liabilities:
   Accounts payable to affiliates         $     22,328        $          -       $      -        $      22,328
   Accounts payable and accrued
     expenses                                   30,782               7,065              -               37,847
   Current portion of bonds payable                  -             117,975              -              117,975
   Accrued interest                                  -              98,819              -               98,819
   Tenant security deposits payable                  -               4,763              -                4,763
                                          ------------        ------------       --------        -------------
     Total current liabilities                  53,110             228,622              -              281,732

Bonds payable                                        -           1,092,025              -            1,092,025
                                          ------------        ------------       --------        -------------
     Total Liabilities                          53,110           1,320,647              -            1,373,757
                                          ------------        ------------       --------        -------------

Minority interest in Local Limited
   Partnership                                       -                   -         59,028               59,028
                                          ------------        ------------       --------        -------------

General, Initial and Investor
   Limited Partners' Equity                  8,512,992             (18,144)        18,144            8,512,992
Net unrealized losses                          (13,368)                  -              -              (13,368)
                                          ------------        ------------       --------        -------------
     Total Partners' Equity                  8,499,624             (18,144)        18,144            8,499,624
                                          ------------        ------------       --------        -------------
     Total Liabilities and
       Partners' Equity                   $  8,552,734        $  1,302,503       $ 77,172        $   9,932,409
                                          ============        ============       ========        =============

(A) June 30, 1996. (B) March 31, 1996.

</TABLE>

<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

<TABLE>
<CAPTION>
                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations         Combined

Revenue:
<S>                                       <C>                 <C>                <C>              <C>         
   Rental                                 $           -       $     46,301       $       -        $     46,301
   Investment                                    31,042                  -               -              31,042
   Other                                          1,900              2,457               -               4,357
                                          -------------       ------------       ---------        ------------
     Total Revenue                               32,942             48,758               -              81,700
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                    78,342                  -               -              78,342
   Rental operations, exclusive
     of depreciation                                  -             26,949               -              26,949
   Depreciation                                       -             10,045               -              10,045
   Amortization                                  26,269                806               -              27,075
   Interest                                           -             30,035               -              30,035
   Adjustment to provision
     for valuation of
     investments in Local
     Limited Partnerships                      (122,117)                 -               -            (122,117)
                                          --------------      ------------       ---------        -------------
     Total Expenses                             (17,506)            67,835               -              50,329
                                          --------------      ------------       ---------        ------------

Income (Loss) before equity in
   losses of Local Limited
   Partnerships                                  50,448            (19,077)              -              31,371

Minority interest in loss of
   Local Limited Partnership                          -                  -             191                 191

Equity in losses of Local
   Limited Partnerships                        (544,236)                 -          18,886            (525,350)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $    (493,788)      $    (19,077)      $  19,077        $   (493,788)
                                          =============       ============       =========        ============

</TABLE>

(A) For the three  months  ended June 30,  1996.  (B) For the three months ended
March 31, 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                    $  (283,863)        $    8,627       $       -          $   (275,236)
                                           -----------         ----------       ---------          ------------

Cash flows from investing activities:
   Purchases of marketable securities         (686,287)                 -               -              (686,287)
   Proceeds from sales and maturities
     of marketable securities                  684,625                  -               -               684,625
   Cash distributions received from
     Local Limited Partnerships                 27,578                  -               -                27,578
                                           -----------         ----------       ---------          ------------
Net cash provided by
   investing activities                         25,916                  -               -                25,916
                                           -----------         ----------       ---------          ------------

Net increase (decrease) in cash and
   cash equivalents                           (257,947)             8,627               -              (249,320)

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

Cash and cash equivalents, ending          $   394,536         $   34,711       $       -          $    429,247
                                           ===========         ==========       =========          ============
</TABLE>

(A) For the three  months  ended June 30,  1996.  (B) For the three months ended
March 31, 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 June 30, 1996, the Partnership,  including the combined entity,  had cash and
cash  equivalents  of $429,247  compared  with  $678,567 at March 31, 1996.  The
decrease  is   attributable   to  cash  used  for  operations   offset  by  cash
distributions received from Local Limited Partnerships.

At June 30,  1996,  approximately  $2,035,000  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 June 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. No such event has occurred to date.

Cash Distributions

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

Results of Operations

The Partnership's results of operations for the three months ended June 30, 1996
resulted in a net loss of  $493,788,  as compared to a net loss of $589,254  for
the  same  period  in  1995.   The  improved  net  loss  position  is  primarily
attributable  to an adjustment to the reserve for  valuation of  investments  in
Local  Limited  Partnerships.  This  adjustment is equal to 2225 New York Avenue
L.P.'s loss incurred during the three months ended March 31, 1996.


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 the  mortgage  was
assigned  to HUD.  An  affiliate  of the  Managing  General  Partner  had become
actively  involved in  discussions  on a workout  plan to address  the  mortgage
default and deferred  maintenance  issues.  The Arlington  Housing Authority has
expressed  some interest in purchasing the mortgage to maintain the stability of
Pebble  Creek as a local  housing  facility.  The Local  General  Partners  have
expressed  their desire to sell their  interests in the property.  There is also
the possibility that the current management agent may be replaced.  The carrying
value of the Partnership's  investment in this Local Limited Partnership is zero
at June 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 for Cass
House closed in June 1996; the closing for Verdean  Gardens is expected to occur
by  September  1996.  Both  restructurings   will  require   contributions  from
Partnership reserves.  Under the existing subsidy agreements,  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 June 30,
1996.

At Hughes Apartments,  located in Mandan,  North Dakota,  construction to repair
the damaged units is ongoing, and occupancy has increased.  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 June 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 June 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:   August 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>                                        3-MOS
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         JUN-30-1996
<CASH>                                               429,247
<SECURITIES>                                         2,015,419
<RECEIVABLES>                                        219,855
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     5,056
<PP&E>                                               1,125,323
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                       9,932,409<F1>
<CURRENT-LIABILITIES>                                281,732<F2>
<BONDS>                                              1,092,025
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           8,499,624
<TOTAL-LIABILITY-AND-EQUITY>                         9,932,409<F3>
<SALES>                                              0
<TOTAL-REVENUES>                                     81,700<F4>
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                     20,294<F5>
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   30,035
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                         (493,788)<F6>
<EPS-PRIMARY>                                        $(9.78)
<EPS-DILUTED>                                        0
<FN>
<F1>Included  in  total  assets:   Investments  in  Local  Limited  Partnerships
$6,008,926,  Deferred charges, net $50,787, Bond Trusts $70,140, Mortgage escrow
$7,656  
<F2>Included  in current  liabilities:  Accounts  payable to  affiliates
$22,328,  Accounts payable and accrued expenses  $37,847,  Current bonds payable
$117,975.  Accrued interest  $98,819,  Security  deposits $4,763 
<F3>This amount includes: $59,028 of minority interest in the Local Limited 
Partnership.
<F4>Total revenue includes: Rental $46,301, Investment $31,042, Other $4,357.
<F5>Included in Other Expenses:  An Adjustment to the provision for valuation of
investments  in  Local  Limited   Partnerships   of   $(122,117),   General  and
Administrative  $78,342,  Rental operations,  exclusive of depreciation $26,949,
Depreciation $10,045 and Amortization $27,075.
<F6>Net loss reflects:  equity in losses of Local Limited  Partnerships of
$525,350,  Minority  interest in loss of Local Limited Partnerships $191.
</FN>
        

</TABLE>


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