BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-Q, 1997-11-12
OPERATORS OF APARTMENT BUILDINGS
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November 12, 1997




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, 1997
         File No. 0-16796


Dear Sir/Madam:

Pursuant to the  requirements of Section 15(d) of the Securities  Exchange Act 
of 1934, filed herewith is a copy of subject report.


Very truly yours,





/s/Patricia Olsen-Goldberg
Patricia Olsen-Goldberg
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,  1997

                                       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, 1997    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, 1997 (Unaudited)
            and March 31, 1997                                               1

         Combined Statements of Operations (Unaudited) - For the Three and Six
            Months Ended September 30, 1997 and 1996                         2

         Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Six Months Ended September 30, 1997                      3

         Combined Statements of Cash Flows (Unaudited) - For the Six
            Months Ended September 30, 1997 and 1996                         4

         Notes to the Combined Financial Statements (Unaudited)              5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                10

PART II - OTHER INFORMATION

Items 1-6                                                                   12

SIGNATURE                                                                   13




<PAGE>
<TABLE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)



                                                        
                             COMBINED BALANCE SHEETS
<CAPTION>

                                                                     September 30,           March 31,
                                                                         1997                   1997
                                                                      (Unaudited)
Assets
<S>                                                                   <C>                   <C>         
Cash and cash equivalents                                             $    371,179          $    453,264
Tenant security deposits                                                     3,536                 4,709
Marketable securities, at fair value                                     1,954,789             1,923,032
Mortgagee escrow deposits                                                    3,870                10,230
Replacement reserve escrow                                                   6,092                 6,092
Bond trusts                                                                 99,469                86,209
Investments in Local Limited Partnerships,
   net of reserve for valuation of
   $594,650 and $650,453, respectively (Note 1)                          3,648,973             4,645,508
Deferred charges, net of accumulated
   amortization of $33,857 and $32,245, respectively                        46,757                48,369
Rental property at cost, net of accumulated
   depreciation of $408,742 and $388,378, respectively                   1,137,881             1,158,106
Other assets                                                                31,412                33,588
                                                                      ------------          ------------
     Total Assets                                                     $  7,303,958          $  8,369,107
                                                                      ============          ============

Liabilities and Partners' Equity
Accounts payable to affiliates                                        $     10,664          $     34,790
Accounts payable and accrued expenses                                       33,015                46,346
Accrued interest                                                            68,819                68,819
Tenant security deposits payable                                             3,536                 4,617
Bonds payable                                                            1,210,000             1,210,000
                                                                      ------------          ------------
     Total Liabilities                                                   1,326,034             1,364,572
                                                                      ------------          ------------

Minority interest in Local Limited Partnership                              58,695                58,847
                                                                      ------------          ------------

General, Initial and Investor Limited Partners' Equity                   5,916,647             6,958,668
Net unrealized gains (losses) on marketable securities                       2,582               (12,980)
                                                                      ------------          ------------
     Total Partners' Equity                                              5,919,229             6,945,688
                                                                      ------------          ------------
     Total Liabilities and Partners' Equity                           $  7,303,958          $  8,369,107
                                                                      ============          ============
</TABLE>

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


<PAGE>
<TABLE>
            BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
                        COMBINED STATEMENTS OF OPERATIONS
        For the Three and Six Months Ended September 30, 1997 and 1996
                                   (Unaudited)

<CAPTION>

                                              Three Months Ended                         Six Months Ended
                                     September 30,         September 30,        September 30,         September 30,
                                         1997                  1996                 1997                  1996
                                    --------------        --------------        -------------        ---------

Revenues:
<S>                                 <C>                   <C>                   <C>                  <C>          
   Rental                           $      55,948         $      58,123         $     114,332        $     104,424
   Investment                              34,597                36,821                72,288               67,863
   Other                                    2,611                 1,314                26,382                5,671
                                    -------------         -------------         -------------        -------------
       Total Revenue                       93,156                96,258               213,002              177,958
                                    -------------         -------------         -------------        -------------

Expenses:
   General and administrative
      (includes reimbursements to
      affiliates in the amounts of
      $83,647 and $72,089 in 1997
      and 1996, respectively)              56,515                 3,439               130,757               81,781
   Rental operations, exclusive
     of depreciation                       20,879                28,487                52,602               55,436
   Interest                                20,778                35,204                59,056               65,239
   Depreciation                            10,182                10,319                20,364               20,364
   Amortization                            20,924                20,301                41,846               47,376
   Adjustment to provision for
     valuation of investments
     in Local Limited Partnerships              -               (42,485)              (55,803)            (164,602)
                                    -------------         -------------         -------------        -------------
       Total Expenses                     129,278                55,265               248,822              105,594
                                    -------------         -------------         -------------        -------------

Income (loss) before minority
   interest and equity in losses of
   Local Limited Partnerships             (36,122)               40,993               (35,820)              72,364

Minority interest in loss (income) of
   Local Limited Partnership                  (49)                  156                   152                  347

Equity in losses of
   Local Limited Partnerships            (416,940)             (675,676)           (1,006,353)          (1,201,026)
                                    -------------         -------------         -------------        -------------

Net Loss                            $    (453,111)        $    (634,527)        $  (1,042,021)       $  (1,128,315)
                                    =============         =============         =============        =============

Net Loss allocated:
   To General Partners              $      (4,531)        $      (6,345)        $     (10,420)       $     (11,283)
   To Limited Partners                   (448,580)             (628,182)           (1,031,601)          (1,117,032)
                                    -------------         -------------         -------------        -------------
                                    $    (453,111)        $    (634,527)        $  (1,042,021)       $  (1,128,315)
                                    =============         =============         =============        =============

Net Loss per Limited
   Partnership Unit (50,000 Units)  $      (8.97)         $     (12.56)         $     (20.63)        $     (22.34)
                                    ============          ============          ============         ============

</TABLE>

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


<PAGE>

<TABLE>
            BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)
             STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                   For the Six Months Ended September 30, 1997

<CAPTION>

                                                                                              Net
                                                           Initial        Investor        Unrealized
                                           General         Limited         Limited           Gains
                                           Partners       Partners        Partners         (Losses)        Total

<S>                                      <C>               <C>          <C>              <C>           <C>         
Balance at March 31, 1997                $  (364,910)      $ 4,648      $  7,318,930     $   (12,980)  $  6,945,688

Net change in net unrealized losses
   on marketable securities
   available for sale                              -             -                 -          15,562         15,562

Net Loss                                     (10,420)            -        (1,031,601)              -     (1,042,021)
                                         -----------       -------       -----------      ----------   ------------

Balance at September 30, 1997            $  (375,330)      $ 4,648       $ 6,287,329      $    2,582   $  5,919,229
                                         ===========       =======       ===========      ==========   ============
</TABLE>

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

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

                        COMBINED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
              For the Six Months Ended September 30, 1997 and 1996
<CAPTION>

                                                                               1997                1996
                                                                          ------------         --------


<S>                                                                       <C>                  <C>         
Net cash used for operating activities                                    $   (91,654)         $  (115,205)
                                                                          -----------          -----------

Cash flows from investing activities:
   Purchases of marketable securities                                      (1,493,980)            (885,037)
   Proceeds from sales and maturities of marketable securities              1,477,956              781,750
   Cash distributions received from Local Limited Partnerships                 25,732               28,209
   Advances to affiliates                                                           -             (146,651)
   Purchase of rental property                                                   (139)             (55,557)
                                                                          -----------          -----------
Net cash provided by (used for) investing activities                            9,569             (277,286)
                                                                          -----------          -----------

Net decrease  in cash and cash
   equivalents                                                                (82,085)            (392,491)

Cash and cash equivalents, beginning                                          453,264              678,567
                                                                          -----------          -----------

Cash and cash equivalents, ending                                         $   371,179          $   286,076
                                                                          ===========          ===========

Supplemental disclosure:
   Cash paid for interest                                                 $    59,056          $    65,239
                                                                          ===========          ===========
</TABLE>

                The  accompanying  notes are an integral part of these  combined
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, 1997. 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.  Certain  reclassifications  have been
made  to  prior  period  financial  statements  to  conform  to  current  period
classifications.


1.   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.

A summary of Investments in Local Limited  Partnerships,  excluding  Hughes,  at
September 30, 1997, is as follows:
<TABLE>
<CAPTION>

<S>                                                                                     <C>
Capital contributions to Local Limited Partnerships and purchase
   price paid to withdrawing partners of Local Limited Partnerships                     $     36,630,480

Cumulative equity in losses of Local Limited Partnerships
   (excluding cumulative unrecognized losses of $14,458,934)                                 (34,448,213)

Cumulative cash distributions received from Local Limited Partnerships                        (1,598,165)
                                                                                        ----------------

Investments in Local Limited Partnerships before adjustment                                      584,102

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                               4,770,577

   Accumulated amortization of acquisition fees and expenses                                  (1,111,056)
                                                                                        ----------------

Investments in Local Limited Partnerships                                                      4,243,623

Reserve for Valuation of Investments in
   Local Limited Partnerships                                                                   (594,650)
                                                                                        $      3,648,973
</TABLE>

The Partnership's share of net losses of the Local Limited  Partnerships for the
six months ended September 30, 1997 is $2,929,998.

For the six months ended  September 30, 1997, the Partnership has not recognized
$1,943,626 of equity in losses relating to seventeen Local Limited  Partnerships
where  cumulative  equity in losses  and  cumulative  distributions  from  Local
Limited  Partnerships  exceeded  its total  investments  in these Local  Limited
Partnerships.



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


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

2. Supplemental Combining Schedules
<TABLE>

                                 Balance Sheets
<CAPTION>

                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations          Combined
Assets
<S>                                       <C>                 <C>                <C>             <C>          
Cash and cash equivalents                 $    367,631        $      3,548       $      -        $     371,179
Tenant security deposits                             -               3,536              -                3,536
Marketable securities, at fair value         1,954,789                   -              -            1,954,789
Mortgagee escrow deposits                            -               3,870              -                3,870
Replacement reserve escrow                           -               6,092              -                6,092
Bond trusts                                          -              99,469              -               99,469
Investments in Local Limited
   Partnerships, net                         3,592,364                   -         56,609            3,648,973
Deferred charges, net                                -              46,757              -               46,757
Rental property at cost, net                         -           1,137,881              -            1,137,881
Other assets                                    29,288               2,124              -               31,412
                                          ------------        ------------       --------        -------------
     Total Assets                         $  5,944,072        $  1,303,277       $ 56,609        $   7,303,958
                                          ============        ============       ========        =============

Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates            $     10,664        $     53,490       $(53,490)       $      10,664
Accounts payable and accrued
   expenses                                     14,179              18,836              -               33,015
Accrued interest                                     -              68,819              -               68,819
Tenant security deposits payable                     -               3,536              -                3,536
Bonds payable                                        -           1,210,000              -            1,210,000
                                          ------------        ------------       --------        -------------
   Total Liabilities                            24,843           1,354,681        (53,490)           1,326,034
                                          ------------        ------------       --------        -------------

Minority interest in Local Limited
   Partnership                                       -                   -         58,695               58,695
                                          ------------        ------------       --------        -------------

General, Initial and Investor
   Limited Partners' Equity (Deficiency)     5,916,647             (51,404)        51,404            5,916,647
Net unrealized gain on
   marketable securities                         2,582                   -              -                2,582
                                          ------------        ------------       --------        -------------
     Total Partners' Equity (Deficiency)     5,919,229             (51,404)        51,404            5,919,229
                                          ------------        ------------       --------        -------------
     Total Liabilities and
     Partners' Equity (Deficiency)        $  5,944,072        $  1,303,277       $ 56,609        $   7,303,958
                                          ============        ============       ========        =============
</TABLE>

(A) As of September 30, 1997. (B) As of June 30, 1997.


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

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

2.   Supplemental Combining Schedules (continued)
<TABLE>

                            Statements of Operations
                  For the Three Months Ended September 30, 1997
<CAPTION>

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

Revenue:
<S>                                       <C>                 <C>                <C>              <C>         
   Rental                                 $           -       $     55,948       $       -        $     55,948
   Investment                                    34,465                132               -              34,597
   Other                                          1,125              1,486               -               2,611
                                          -------------       ------------       ---------        ------------
     Total Revenue                               35,590             57,566               -              93,156
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                    56,515                  -               -              56,515
   Rental operations, exclusive
     of depreciation                                  -             20,879               -              20,879
   Interest                                           -             20,778               -              20,778
   Depreciation                                       -             10,182               -              10,182
   Amortization                                  20,118                806               -              20,924
                                          -------------       ------------       ---------        ------------
      Total Expenses                             76,633             52,645               -             129,278
                                          -------------       ------------       ---------        ------------

Income (loss) before minority interest
   and equity in losses of Local
   Limited Partnerships                         (41,043)             4,921               -             (36,122)

Minority interest in income of
   Local Limited Partnership                          -                  -             (49)                (49)

Equity in losses of Local
   Limited Partnerships                        (412,068)                 -          (4,872)           (416,940)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $    (453,111)      $      4,921       $  (4,921)       $   (453,111)
                                          =============       ============       =========        ============

</TABLE>

(A) For the three months  ended  September  30,  1997.  (B) For the three months
ended June 30, 1997.


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

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

2.   Supplemental Combining Schedules (continued)
<TABLE>

                            Statements of Operations
                   For the Six Months Ended September 30, 1997
<CAPTION>

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

Revenue:
<S>                                       <C>                 <C>                <C>              <C>         
   Rental                                 $           -       $    114,332       $       -        $    114,332
   Investment                                    72,132                156               -              72,288
   Other                                         22,381              4,001               -              26,382
                                          -------------       ------------       ---------        ------------
     Total Revenue                               94,513            118,489               -             213,002
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                   130,757                  -               -             130,757
   Rental operations, exclusive
     of depreciation                                  -             52,602               -              52,602
   Interest                                           -             59,056               -              59,056
   Depreciation                                       -             20,364               -              20,364
   Amortization                                  40,234              1,612               -              41,846
   Adjustment to provision
     for valuation of
     investments in Local
     Limited Partnerships                       (55,803)                 -               -             (55,803)
                                          -------------       ------------       ---------        ------------
      Total Expenses                            115,188            133,634               -             248,822
                                          -------------       ------------       ---------        ------------

Loss before minority interest and
   equity in losses of Local
   Limited Partnerships                         (20,675)           (15,145)              -             (35,820)

Minority interest in loss of
   Local Limited Partnership                          -                  -             152                 152

Equity in losses of Local
   Limited Partnerships                      (1,021,346)                 -          14,993          (1,006,353)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $  (1,042,021)      $    (15,145)      $  15,145        $ (1,042,021)
                                          =============       ============       =========        ============

</TABLE>

(A) For the six months ended  September  30, 1997.  (B) For the six months ended
June 30, 1997.


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

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

2.   Supplemental Combining Schedules (continued)
<TABLE>

                            Statements of Cash Flows
<CAPTION>

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

Net cash provided by (used for)
<S>                                        <C>                 <C>              <C>                <C>          
   operating activities                    $   (92,797)        $    1,143       $       -          $    (91,654)
                                           -----------         ----------       ---------          ------------

Cash flows from investing activities:
   Purchases of marketable securities       (1,493,980)                 -               -            (1,493,980)
   Proceeds from sales and maturities
     of marketable securities                1,477,956                  -               -             1,477,956
   Cash distributions received from
     Local Limited Partnerships                 25,732                  -               -                25,732
   Purchase of rental property                       -               (139)              -                  (139)
                                           -----------         ----------       ---------          ------------
Net cash provided by (used for)
   investing activities                          9,708               (139)              -                 9,569
                                           -----------         ----------       ---------          ------------

Net increase (decrease) in cash and
   cash equivalents                            (83,089)             1,004               -               (82,085)

Cash and cash equivalents, beginning           450,720              2,544               -               453,264
                                           -----------         ----------       ---------          ------------

Cash and cash equivalents, ending          $   367,631         $    3,548       $       -          $    371,179
                                           ===========         ==========       =========          ============
</TABLE>

(A) For the six months ended  September  30, 1997.  (B) For the six months ended
June 30, 1997.



<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, 1997, the  Partnership,  including the combined  entity (Hughes
Apartments  Ltd.),  had cash and cash  equivalents  of  $371,179  compared  with
$453,264  at March 31,  1997.  The  decrease is  attributable  to  purchases  of
marketable  securities  in excess of  proceeds  from  sales  and  maturities  of
marketable securities and cash used for operations.  These decreases to cash are
offset by cash distributions received from Local Limited Partnerships.

At September 30, 1997,  approximately  $1,687,000 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  deficits,  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, 1997, 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.

Cash Distributions

No cash distributions were made during the six months ended September 30, 1997.

Results of Operations

The  Partnership's  results of  operations  for the three and six  months  ended
September  30,  1997  resulted  in a net loss of  $453,111  and  $1,042,021,  as
compared to a net loss of $634,527 and  $1,128,315 for the same periods in 1996.
The  decrease in net loss is primarily  attributable  to a decrease in equity in
losses of Local Limited Partnerships due to an increase in losses not recognized
by the Partnership for Local Limited  Partnerships  whose  cumulative  equity in
losses and  cumulative  distributions  exceeded  its total  investment  in these
partnerships.  This  decrease  is  offset by a  decrease  in the  provision  for
valuation  of  investments  in Local  Limited  Partnerships  and an  increase in
general and administrative  expenses. The provision for valuation of investments
in Local Limited  Partnerships  decreased because the investment in Pebble Creek
reached  zero  through  equity  in  losses  in  1997  making  future  provisions
unnecessary.   General  and   administrative   expenses   increased   because  a
reclassification of Hughes expenses to a receivable account occurred in the 1996
period.

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)

Specifically,  four of these  properties are Graver Inn, 600 Dakota,  Barrington
Manor and  Duluth  Apartments,  located  in North and South  Dakota.  Due to the
Managing General Partner's concerns  regarding the long-term  viability of these
projects,  negotiations are underway with the Local General Partner to develop a
plan that will  ultimately  transfer  ownership of the  properties  to the Local
General Partner.  The plan includes provisions to maximize the Fund's ability to
retain tax credits going forward, while minimizing the risk of recapture.

As previously reported,  the Managing General Partner was successful in reaching
a one year workout  agreement  with HUD on Pebble  Creek,  located in Arlington,
Texas  effective  June 1, 1997. The property had been  experiencing  significant
operating  problems  primarily due to  considerable  resident  turnover and high
security and capital repair costs.  The problems  resulted in a mortgage default
and subsequent  mortgage  assignment to HUD. The workout included provisions for
substantial   capital   improvements  to  the  property  designed  to  stabilize
operations.  The capital  improvements  were  complete on time and in accordance
with the  workout.  Occupancy is currently  95%.  The Managing  General  Partner
continues to work toward a long-term solution of the property issues.

As previously reported, 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.  Both  properties,  as well as Bittersweet  Apartments,
have received  SHARP  subsidies in the past which have been an important part of
their  annual  income.  Effective  October 1, 1997,  the  Massachusetts  Housing
Finance Agency (MHFA) which provided the SHARP subsidies,  withdrew future SHARP
mortgage  subsidies from its portfolio of 77 SHARP  subsidized  properties.  The
Managing General Partner has joined a group of interested parties and is working
with MHFA to find a solution  to the  problems  that will  result as a result of
withdrawn  subsidies.  Given existing  operating  deficits and the dependence on
these  subsidies  by Cass  House and  Verdean  Gardens,  it is likely  that both
properties  will default on their  mortgage  obligations by the end of the year.
Bittersweet is also dependent upon these subsidies and default is a possibility.
It is  possible  that  Partnership  Reserves  will  be  used  to  support  these
properties  until  these  issues  can be  resolved.  The  carrying  value of the
Partnership's  investment  in  these  Local  Limited  Partnerships  is  zero  at
September 30, 1997.

Hughes  Apartments,  located in Mandan,  North  Dakota,  continues  to  generate
operating  deficits.  However,  occupancy has increased to 98%. As we previously
reported,  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 is being
funded from  Partnership  Reserves.  The Managing  General Partner  continues to
monitor property operations closely.

The Local General  Partner for  Brentwood  Manor II, in Nashua,  New  Hampshire,
filed for protection  under the provisions of the Chapter 7 bankruptcy laws. The
Managing General  Partner's  request to replace the Local General Partner with a
substitute  general  partner  was denied by the  lender.  The  Managing  General
Partner  continues to work towards  replacing  the Local  General  Partner.  The
Managing General Partner is also seeking to replace the Local General Partner as
management  agent of the property as well.  As noted  previously,  although full
mortgage  payments are being made at this time,  partial mortgage  payments were
made  earlier  in  the  year  prior  to  the  Local  General  Partner  declaring
bankruptcy.  The lender has  required  that the small  deficit  generated by the
deficient  payments  be cured  immediately.  The  Managing  General  Partner  is
negotiating with both the lender and the Local General Partner to develop a plan
for the payment of this amount. It is possible that Partnership Reserves will be
used to pay this deficit.

Boulevard Commons, located in Chicago, Illinois, is expected to generate a small
operating  deficit in 1997.  Although  occupancy is currently 96%,  expenses are
higher than expected due to increasing  maintenance and capital needs,  security
issues and high turnover at the property.  The Managing General  Partner,  Local
General Partner and Property Manager are working to increase rents  sufficiently
to provide for these needs.



<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, 1997.



<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 14, 1997     BOSTON FINANCIAL QUALIFIED HOUSING
                               LIMITED PARTNERSHIP

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




                              /s/William E Haynsworth
                              William E Haynsworth
                              Managing Director, Vice President and
                              Chief Operating Officer





<PAGE>





<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        6-MOS
<FISCAL-YEAR-END>                                    MAR-31-1998
<PERIOD-END>                                         SEP-30-1997
<CASH>                                               371,179
<SECURITIES>                                         1,954,789
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               1,137,881
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       7,303,958<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              1,210,000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           5,919,229
<TOTAL-LIABILITY-AND-EQUITY>                         7,303,958<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     213,002<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     189,766<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   59,056
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (1,042,021)<F5>
<EPS-PRIMARY>                                        (20.63)
<EPS-DILUTED>                                        000
<FN>
<F1>Included in total assets is tenant security deposits of $3,536,  Investments
in Local Limited Partnerships of $3,648,973, deferred charges, net $46,757, bond
trusts of $99,469,  mortgagee  escrow  deposits of $3,870,  replacement  reserve
escrow of $6,092 and other assets of $31,412.  <F2>Included  in total  liability
and equity is accounts  payable to affiliates of $10,664,  accounts  payable and
accrued  expenses of $33,015,  accrued  interest  of  $68,819,  tenant  security
deposits payable of $3,536,  and minority interest in Local Limited  Partnership
of $58,695. <F3>Total revenue includes rental of $114,332, investment of $72,288
and other of $26,382.  <F4>Included  in other  expenses is an  adjustment to the
provision  for  valuation  of  investments  in  Local  Limited  Partnerships  of
$(55,803), general and administrative of $130,757, rental operations,  exclusive
of depreciation of $52,602, depreciation of $20,364 and amortization of $41,846.
<F5>Net  loss  reflects  equity  in  losses  of Local  Limited  Partnerships  of
$1,006,353 and minority  interest in loss of Local Limited  Partnership of $152.
</FN>          
</TABLE>


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