BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-Q, 1998-08-13
OPERATORS OF APARTMENT BUILDINGS
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August 13, 1998




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, 1998
         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/Dianne Groark
Dianne Groark
Assistant Controller








QH1-Q1.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, 1998

                                       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, 1998     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





<TABLE>
<CAPTION>

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

Item 1. Financial Statements

        <S>                                                                                      <C>         
         Combined Balance Sheets - June 30, 1998 (Unaudited)
            and March 31, 1998                                                                   1

         Combined Statements of Operations (Unaudited) - For the Three
            Months Ended June 30, 1998 and 1997                                                  2

         Combined Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Three Months Ended June 30, 1998                                             3

         Combined Statements of Cash Flows (Unaudited) - For the Three
            Months Ended June 30, 1998 and 1997                                                  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                                                                                       13

SIGNATURE                                                                                       14


</TABLE>


<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)


                                                          
                             COMBINED BALANCE SHEETS
<TABLE>
<CAPTION>


                                                                       June 30,                March 31,
                                                                         1998                    1998
                                                                      (Unaudited)

Assets
<S>                                                                  <C>                     <C>          
Cash and cash equivalents                                            $     246,982           $     243,723
Tenant security deposits                                                     4,504                   4,731
Accounts receivable, net                                                     2,601                   3,000
Marketable securities, at fair value                                     2,006,558               2,025,236
Mortgagee escrow deposits                                                    1,333                   6,020
Replacement reserve escrow                                                   6,398                   6,398
Bond trusts                                                                107,572                 107,572
Investments in Local Limited Partnerships,
   net of reserve for valuation of
   $685,201 (Note 1)                                                     1,548,499               1,842,272
Deferred charges, net of accumulated
   amortization of $36,275 and $35,469,
   in 1998 and 1997, respectively                                           44,339                  45,145
Rental property, at cost, net of
   accumulated depreciation                                              1,102,465               1,112,647
Other assets                                                                41,433                  32,193
                                                                     -------------           -------------
     Total Assets                                                    $   5,112,684           $   5,428,937
                                                                     =============           =============

Liabilities and Partners' Equity

Accounts payable to affiliates                                       $      10,160           $      22,773
Accounts payable and accrued expenses                                       23,418                  27,577
Accrued interest                                                            68,819                  68,819
Tenant security deposits payable                                             4,621                   4,731
Bonds payable                                                            1,210,000               1,210,000
                                                                     -------------           -------------
     Total Liabilities                                                   1,317,018               1,333,900
                                                                     -------------           -------------

Minority interest in Local Limited Partnership                              58,564                  58,589
                                                                     -------------           -------------

General, Initial and Investor Limited Partners' Equity                   3,729,525               4,031,390
Net unrealized gains on marketable securities                                7,577                   5,058
                                                                     -------------           -------------
     Total Partners' Equity                                              3,737,102               4,036,448
                                                                     -------------           -------------
     Total Liabilities and Partners' Equity                          $   5,112,684           $   5,428,937
                                                                     =============           =============
</TABLE>

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

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


                        COMBINED STATEMENTS OF OPERATIONS
                                   (Unaudited)
                For the Three Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>


                                                                         1998                      1997
                                                                     -------------             --------

Revenue:
<S>                                                                  <C>                       <C>          
   Rental                                                            $      56,625             $      58,384
   Investment                                                               31,591                    37,691
   Other                                                                    22,546                    23,771
                                                                     -------------             -------------
      Total Revenue                                                        110,762                   119,846
                                                                     -------------             -------------

Expenses:
   General and administrative (includes reimbursements
     to an affiliate of $30,863 and $51,069, respectively)                  85,764                    74,242
   Rental operations, exclusive of depreciation                             19,425                    31,723
   Interest                                                                 30,004                    38,278
   Depreciation                                                             10,182                    10,182
   Amortization                                                              8,539                    20,922
   Adjustment to provision for valuation of
    investments in Local Limited Partnerships                                    -                   (55,803)
                                                                     -------------             -------------
     Total Expenses                                                        153,914                   119,544
                                                                     -------------             -------------

Income (loss) before minority interest in loss of Local
   Limited Partnership and equity in losses of
   Local Limited Partnerships                                              (43,152)                      302

Minority interest in loss of Local Limited Partnership                          25                       201

Equity in losses of Local Limited Partnerships                            (258,738)                 (589,413)
                                                                     -------------             -------------

Net Loss                                                             $    (301,865)            $    (588,910)
                                                                     =============             =============

Net Loss allocated
   To General Partners                                               $      (3,019)            $      (5,889)
   To Limited Partners                                                    (298,846)                 (583,021)
                                                                     -------------             -------------
                                                                     $    (301,865)            $    (588,910)
                                                                     =============             =============

Net Loss per Limited Partnership Unit
   (50,000 Units)                                                    $       (5.98)            $     (11.66)
                                                                     =============             ============

</TABLE>

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


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


             COMBINED STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                    For the Three Months Ended June 30, 1998
<TABLE>
<CAPTION>


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

<S>                                   <C>            <C>             <C>               <C>              <C>           
Balance at March 31, 1998             $  (394,183)   $     4,648     $4,420,925        $    5,058       $    4,036,448

Net change in net unrealized gains
   on marketable securities
   available for sale                           -              -               -            2,519                2,519

Net Loss                                   (3,019)             -        (298,846)               -             (301,865)
                                      -----------    -----------     -----------    -------------        --------------

Balance at June 30, 1998              $  (397,202)   $     4,648     $ 4,122,079    $       7,577        $    3,737,102
                                      ===========    ===========     ===========    =============        ==============
</TABLE>

The  accompanying  notes are integral part of these combined
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, 1998 and 1997
<TABLE>
<CAPTION>



                                                                              1998                 1997
                                                                         -------------         --------


<S>                                                                      <C>                   <C>           
Net cash used for operating activities                                   $     (65,283)        $     (61,735)
                                                                         -------------         -------------

Cash flows from investing activities:
   Purchases of marketable securities                                         (295,006)             (894,769)
   Proceeds from sales and maturities of marketable securities                 317,246               953,867
   Cash distributions received from Local Limited Partnerships                  46,302                25,732
   Purchase of rental property and equipment                                         -                  (139)
                                                                         -------------         -------------
Net cash provided by investing activities                                       68,542                84,691
                                                                         -------------         -------------

Net increase in cash and cash equivalents                                        3,259                22,956

Cash and cash equivalents, beginning                                           243,723               453,264
                                                                         -------------         -------------

Cash and cash equivalents, ending                                        $     246,982         $     476,220
                                                                         =============         =============


</TABLE>

The  accompanying  notes are 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, 1998. 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.

The Managing  General Partner has elected to report results of the Local Limited
Partnerships  on a 90 day lag  basis,  because  the Local  Limited  Partnerships
report  their  results on a calendar  year  basis.  Accordingly,  the  financial
information  about  the  Local  Limited  Partnerships  that is  included  in the
accompanying financial statements is as of March 31, 1998 and 1997.


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, with the exception of Barrington Manor, Graver Inn, 600 Dakota and
Duluth which are 49.5%. Upon dissolution, proceeds will be distributed according
to each respective partnership agreement.

A summary of Investments in Local Limited  Partnerships,  excluding  Hughes,  at
June 30, 1998, is as follows:
<TABLE>
<CAPTION>

<S>                                                                                     <C>             
Capital contributions to Local Limited Partnerships and purchase
   price paid to withdrawing partners of Local Limited Partnerships                     $     36,256,165

Cumulative equity in losses of Local Limited Partnerships
   (excluding cumulative unrecognized losses of $23,682,470)                                 (36,002,044)

Cumulative cash distributions received from Local Limited Partnerships                        (1,648,851)
                                                                                        ----------------

Investments in Local Limited Partnerships before adjustment                                   (1,394,730)

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                               4,770,577

   Accumulated amortization of acquisition fees and expenses                                  (1,142,147)
                                                                                        ----------------

Investments in Local Limited Partnerships                                                      2,233,700

Reserve for Valuation of Investments in
   Local Limited Partnerships                                                                   (685,201)
                                                                                        $      1,548,499
</TABLE>

The Partnership's share of net losses of the Local Limited  Partnerships for the
three months ended June 30, 1998 is $1,408,967.  For the three months ended June
30, 1998,  the  Partnership  has not  recognized  $1,166,751 of equity in losses
relating to twenty-six 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.   Effect of Recently Issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards No. 130, Reporting  Comprehensive  Income. The Partnership
has adopted  the new  standard  effective  April 1, 1998.  The  adoption of this
standard  had no effect on the  Partnership's  net income or  partner's  equity.
Comprehensive  loss was $299,346  and  $581,290 for the quarters  ended June 30,
1998 and 1997,  respectively.  Comprehensive  loss  includes  the  change in net
unrealized  gains and  losses on  marketable  securities  available  for sale of
$2,519 and $7,620 for the quarters ended June 30, 1998 and 1997, respectively.



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


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

3.   Supplemental Combining Schedules

                                 Balance Sheets
<TABLE>
<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                      $     243,434    $       3,548     $           -    $     246,982
Tenant security deposits                                  -             4,504                 -            4,504
Accounts receivable, net                              56,490                -           (53,889)           2,601
Marketable securities, at fair value               2,006,558                -                 -        2,006,558
Mortgagee escrow deposits                                  -            1,333                 -            1,333
Replacement reserve escrow                                 -            6,398                 -            6,398
Bond trusts                                                -          107,572                 -          107,572
Investments in Local Limited
   Partnerships, net                               1,425,386                -           123,113        1,548,499
Deferred charges, net                                     -            44,339                 -           44,339
Rental property at cost, net                              -         1,102,465                 -        1,102,465
Other assets                                          35,019            6,414                 -           41,433
                                               -------------    -------------     -------------    -------------
     Total Assets                              $   3,766,887    $   1,276,573     $      69,224    $   5,112,684
                                               =============    =============     =============    =============

Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates                 $      10,160    $      53,889     $     (53,889)   $      10,160
Accounts payable and accrued
   expenses                                           19,625            3,793                 -           23,418
Accrued interest                                           -           68,819                 -           68,819
Tenant security deposits payable                           -            4,621                 -            4,621
Bonds payable                                              -        1,210,000                 -        1,210,000
                                               -------------    -------------     -------------    -------------
   Total Liabilities                                  29,785        1,341,122           (53,889)       1,317,018
                                               -------------    -------------     -------------    -------------

Minority interest in Local Limited
   Partnership                                             -               -             58,564           58,564
                                               -------------    ------------      -------------    -------------

General, Initial and Investor
   Limited Partners' Equity (Deficiency)           3,729,525          (64,549)           64,549        3,729,525

Net unrealized gains on marketable
   securities                                          7,577                -                 -            7,577
                                               -------------    -------------     -------------    -------------
     Total Partners' Equity (Deficiency)           3,737,102          (64,549)           64,549        3,737,102
                                               -------------    -------------     -------------    -------------
     Total Liabilities and
     Partners' Equity (Deficiency)             $   3,766,887    $   1,276,573     $      69,224    $   5,112,684
                                               =============    =============     =============    =============
</TABLE>

(A) As of June 30, 1998. 
(B) As of March 31, 1998.


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


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


3.   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                                      $           -    $      56,625     $           -    $      56,625
   Investment                                         31,478              113                 -           31,591
   Other                                              21,370            1,176                 -           22,546
                                               -------------    -------------     -------------    -------------
     Total Revenue                                    52,848           57,914                 -          110,762
                                               -------------    -------------     -------------    -------------

Expenses:
   General and administrative                         85,764                -                -            85,764
   Rental operations, exclusive
     of depreciation                                       -           19,425                -            19,425
   Interest                                                -           30,004                -            30,004
   Depreciation                                            -           10,182                -            10,182
   Amortization                                        7,733              806                -             8,539
                                               -------------    -------------     ------------     -------------
      Total Expenses                                  93,497           60,417                -           153,914
                                               -------------    -------------     ------------     -------------

Loss before minority interest in loss of
   Local Limited Partnership and equity
   in losses of Local Limited
   Partnerships                                      (40,649)          (2,503)               -           (43,152)
Minority interest in loss of
   Local Limited Partnership                               -                -               25                25

Equity in losses of Local
   Limited Partnerships                             (261,216)               -            2,478          (258,738)
                                               -------------    -------------     ------------     -------------

Net Loss                                       $    (301,865)   $      (2,503)    $      2,503     $    (301,865)
                                               =============    =============     ============     =============

</TABLE>

(A) For the three  months  ended June 30,  1998.  
(B) For the three months ended March 31, 1998.


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


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


3.   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

Net cash provided by (used for)
<S>                                            <C>              <C>               <C>              <C>           
   operating activities                        $     (66,367)   $       1,084     $           -    $     (65,283)
                                               -------------    -------------     -------------    -------------

Cash flows from investing activities:
   Purchases of marketable securities               (295,006)               -                 -         (295,006)
   Proceeds from sales and maturities
     of marketable securities                        317,246                -                 -          317,246
   Cash distributions received from
     Local Limited Partnerships                       46,302                -                 -           46,302
                                               -------------    -------------     -------------    -------------
Net cash provided by investing
   activities                                         68,542               -                  -           68,542
                                               -------------    -------------     -------------    -------------

Net increase in cash and cash equivalents              2,175            1,084                 -            3,259

Cash and cash equivalents, beginning                 241,259            2,464                 -          243,723
                                               -------------    -------------     -------------    -------------

Cash and cash equivalents, ending              $     243,434    $       3,548     $           -    $     246,982
                                               =============    =============     =============    =============

</TABLE>

(A) For the three  months  ended June 30,  1998.  
(B) For the three months ended March 31, 1998.



<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,  1998,  the  Partnership,  including  the  combined  entity  (Hughes
Apartments,  Ltd.),  has cash and cash  equivalents of $246,982 as compared with
$243,723 at March 31, 1998. The increase is attributable  to cash  distributions
received  from Local  Partnerships  and proceeds  from sales and  maturities  of
marketable  securities  in excess of purchases  of  marketable  securities.  The
increase is offset by cash used for operating activities.

At June 30,  1998,  approximately  $1,680,000  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 June 30, 1998, 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  interests  to provide  such  funds,  voluntarily,  in order to protect its
investment.

Cash Distributions

No cash  distributions  to Limited  Partners  were made during the three  months
ended June 30, 1998.  In the event that  distributions  are received  from Local
Limited Partnerships, the Managing General Partner has decided that such amounts
will be used to increase  Reserves.  No assurance can be given as to the amounts
of future  distributions  from the Local Limited  Partnerships since many of the
Properties  benefit  from  some  type of  federal  or state  subsidy  and,  as a
consequence, are subject to restrictions on cash distributions. Therefore, it is
expected  that only a limited  amount of cash will be  distributed  to investors
from this source in the future.

Results of Operations

The Partnership's results of operations for the three months ended June 30, 1998
resulted in a net loss of $301,865 as compared to a net loss of $588,910 for the
same period in 1997.  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.


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


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


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 positive 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.

As previously reported,  the Local General Partner of 600 Dakota, Graver Inn and
Barrington Manor, located in North Dakota, and Duluth,  located in South Dakota,
expressed  to the Managing  General  Partner some  concerns  over the  long-term
financial health of the properties.  In response to these concerns and to reduce
possible future risk, the Managing  General Partner  consummated the transfer of
50% of the  Partnership's  capital and profits in the properties to an affiliate
of the Local General Partner in November 1997. The Managing  General Partner has
the right to transfer the Partnership's  remaining interest to the Local General
Partner  any time  after one year has  elapsed.  The  Managing  General  Partner
continues to monitor property operations closely. In addition, the Local General
Partner has the right to call the remaining interest after the tax credit period
has expired.

As previously reported Boulevard Common, located in Chicago,  Illinois, has been
experiencing  operating  deficits.  Occupancy as of March 31, 1998 is 83%,  down
from 91% at  December  31,  1997.  Expenses  have  been  increasing  due to high
turnover at the property, security issues and increasing maintenance and capital
needs.  The Local  General  Partner has requested  assistance  from the Managing
General  Partner in funding  the  capital  improvements.  The  Managing  General
Partner is currently  reviewing  this  request and has  requested a workout plan
from the Local General Partner detailing where and how these funds will be used.
The Managing General Partner is monitoring property operations closely.

Delmar,  located in Gillette,  Wyoming has been experiencing operating deficits.
In addition,  a significant amount of capital  improvements on the property need
to be completed in the very near future.  In the past deficits were being funded
by a  combination  of the  accrual  of  property  management  fees and the Local
General Partner.  Due to the Managing General Partner's  concerns  regarding the
long term  viability  of this  property,  negotiations  with the  Local  General
Partner are underway to develop a plan that will ultimately  transfer  ownership
of the property to the Local General  Partner.  The plan includes  provisions to
minimize the risk of recapture.

As previously reported, the Managing General Partner at Pebble Creek, located in
Arlington,  Texas, is negotiating  with HUD to extend and/or modify the existing
workout agreement which expired May 31, 1998. In addition,  the Managing General
Partner is involved in negotiations  for the appointment of a replacement  Local
General Partner. Occupancy as of March 31, 1998 is 98%.

As previously reported, Cass House and Verdean Gardens, Massachusetts properties
which  share  a  common  Local  General  Partner,  continues  to  operate  below
break-even.  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

<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)

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, Verdean Gardens and Bittersweet,  it is likely that all
three properties will default on their mortgage  obligations in the near future.
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 June 30,
1998.

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 has replaced the former Local General Partner as management agent of the
property with an affiliated  third-party  management agent. 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 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.

Sierra  Pointe,  located in Las Vegas,  Nevada and Terrace,  located in Oklahoma
City,  Oklahoma,  which share a common Local General  Partner,  are experiencing
operating deficits due to low occupancy. The March 31, 1998 occupancy for Sierra
Pointe is 74% and for Terrace is 80%. The Managing General Partner and the Local
General  Partner are working with the local Housing  Authorities  in both Nevada
and Oklahoma to fill vacant units.  Further,  the Managing  General  Partner and
Local General Partner  negotiated a replacement for the current management agent
of Sierra Pointe.  The new  management  agent for Sierra Pointe started March 1,
1998.  The Managing  General  Partner  continues to work with the Local  General
Partner and  management  agent in an effort to stabilize  operations and improve
occupancy.

In accordance with Financial  Accounting  Standard No. 121,  "Accounting for the
Impairment of Long-Lived  Assets and for  Long-Lived  Assets to Be Disposed Of",
which is  effective  for fiscal years  beginning  after  December 15, 1995,  the
Partnership has implemented  policies and practices for assessing  impairment of
its real estate assets and investments in local limited partnerships. Each asset
is analyzed by real  estate  experts to  determine  if an  impairment  indicator
exists.  If so, the carrying value is compared to the future cash flows expected
to be derived from the asset. If the total undiscounted cash flows are less than
the  carrying  value,  a provision to write down the asset to fair value will be
charged against income.


<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, 1998.



<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, 1998      BOSTON FINANCIAL QUALIFIED HOUSING
                              LIMITED PARTNERSHIP

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




                            /s/Randolph G. Hawthorne
                               Randolph G. Hawthorne
                               Managing Director, Vice President and
                               Chief Operating Officer







<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                    MAR-31-1999
<PERIOD-END>                                         JUN-30-1998
<CASH>                                               246,982
<SECURITIES>                                         2,006,558
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               1,102,465
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       5,112,684<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              1,210,000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           3,737,102
<TOTAL-LIABILITY-AND-EQUITY>                         5,112,684<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     110,762<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     123,910<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   30,004
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (301,865)<F5>
<EPS-PRIMARY>                                        (5.98)
<EPS-DILUTED>                                        000
<FN>
<F1>Included in total assets is $4,504 of tenant security deposits,  Investments
in Local Limited Partnerships of $1,548,499, deferred charges, net $44,339, bond
trusts of $107,572,  mortgagee  escrow deposits of $1,333,  replacement  reserve
escrow of $6,398,  other assets of $41,433,  and accounts  receivable of $2,601.
<F2>Included  in total  liability  and equity is accounts  payable to affiliates
$10,160,  accounts payable and accrued expenses of $23,418,  accrued interest of
$68,819,  tenant security  deposits  payable of $4,621,  and $58,564 of minority
interest in Local Limited  Partnership.  <F3>Total  revenue  includes  rental of
$56,625,  investment  of $31,591  and other of  $22,546.  <F4>Included  in other
expenses is general and administrative of $85,764, rental operations,  exclusive
of depreciation of $19,425,  depreciation of $10,182 and amortization of $8,539.
<F5>Net  loss  reflects  equity  in  losses  of Local  Limited  Partnerships  of
$(258,738)  and minority  interest in loss of Local Limited  Partnership of $25.
</FN>          
</TABLE>


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