BOSTON FINANCIAL QUALIFIED HOUSING LTD PARTNERSHIP
10-Q, 1998-02-12
OPERATORS OF APARTMENT BUILDINGS
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February 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 Tax Credits Limited Partnership
         Report on Form 10-Q for Quarter Ended December 31, 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/George Fondulis
George Fondulis
Assistant Controller








QH1-10Q3.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 December 31, 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 December 31, 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 - December 31, 1997 (Unaudited)
            and March 31, 1997                                                1

         Combined Statements of Operations (Unaudited) - For the Three and Nine
            Months Ended December 31, 1997 and 1996                           2

         Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Nine Months Ended December 31, 1997                       3

         Combined Statements of Cash Flows (Unaudited) - For the Nine
            Months Ended December 31, 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>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

                              COMBINED BALANCE SHEETS
 <TABLE>
 <CAPTION> 

                                                                     December 31,            March 31,
                                                                         1997                   1997
                                                                      (Unaudited)
 <S>                                                                   <C>                   <C>   

Assets
Cash and cash equivalents                                             $    302,931          $    453,264
Tenant security deposits                                                     3,293                 4,709
Marketable securities, at fair value                                     1,991,013             1,923,032
Mortgagee escrow deposits                                                    6,690                10,230
Replacement reserve escrow                                                   6,092                 6,092
Bond trusts                                                                124,676                86,209
Investments in Local Limited Partnerships,
   net of reserve for valuation of
   $647,315 and $650,453, respectively (Note 1)                          2,999,668             4,645,508
Deferred charges, net of accumulated
   amortization of $34,663 and $32,245, respectively                        45,951                48,369
Rental property at cost, net of accumulated
   depreciation of $418,924 and $388,378, respectively                   1,127,699             1,158,106
Other assets                                                                28,169                33,588
                                                                      ------------          ------------
     Total Assets                                                     $  6,636,182          $  8,369,107
                                                                      ============          ============

Liabilities and Partners' Equity
Accounts payable to affiliates                                        $     11,058          $     34,790
Accounts payable and accrued expenses                                       25,975                46,346
Accrued interest                                                            98,313                68,819
Tenant security deposits payable                                             4,306                 4,617
Bonds payable                                                            1,210,000             1,210,000
                                                                      ------------          ------------
     Total Liabilities                                                   1,349,652             1,364,572
                                                                      ------------          ------------

Minority interest in Local Limited Partnership                              58,632                58,847
                                                                      ------------          ------------

General, Initial and Investor Limited Partners' Equity                   5,224,039             6,958,668
Net unrealized gains (losses) on marketable securities                       3,859               (12,980)
                                                                      ------------          ------------
     Total Partners' Equity                                              5,227,898             6,945,688
                                                                      ------------          ------------
     Total Liabilities and Partners' Equity                           $  6,636,182          $  8,369,107
                                                                      ============          ============
 </TABLE>

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



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


                        COMBINED STATEMENTS OF OPERATIONS
        For the Three and Nine Months Ended December 31, 1997 and 1996
                                   (Unaudited)
 <TABLE>
 <CAPTION>

                                              Three Months Ended                         Nine Months Ended
                                     December 31,          December 31,         December 31,          December 31,
                                         1997                  1996                 1997                  1996
                                    --------------        --------------        -------------        ---------
                                       (Note 2)                                   (Note 2)
 <S>                                <C>                   <C>                   <C>                  <C> 

Revenues:
   Rental                           $      57,934         $      58,028         $     172,266        $     162,452
   Investment                              35,467                32,949               107,755              100,812
   Other                                    2,929                 2,094                29,311                7,765
                                    -------------         -------------         -------------        -------------
       Total Revenue                       96,330                93,071               309,332              271,029
                                    -------------         -------------         -------------        -------------

Expenses:
   General and administrative
      (includes reimbursements to
      affiliates in the amounts of
      $119,312 and $94,050 in 1997
      and 1996, respectively)              73,898                50,350               204,655              132,131
   Bad debt expense                        52,665                     -                52,665                    -
   Rental operations, exclusive
     of depreciation                       25,312                18,259                77,914               73,695
   Interest                                29,498                35,432                88,554              100,671
   Depreciation                            10,182                10,182                30,546               30,546
   Amortization                            20,923                23,673                62,769               71,049
   Adjustment to provision for
     valuation of investments
     in Local Limited Partnerships              -               (70,916)              (55,803)            (235,518)
                                    -------------         -------------         -------------        -------------
       Total Expenses                     212,478                66,980               461,300              172,574
                                    -------------         -------------         -------------        -------------

Income (loss) before minority
   interest and equity in losses of
   Local Limited Partnerships            (116,148)               26,091              (151,968)              98,455

Minority interest in loss of
   Local Limited Partnership                   63                    66                   215                  413

Equity in losses of
   Local Limited Partnerships            (576,523)             (577,318)           (1,582,876)          (1,778,344)
                                    -------------         -------------         -------------        -------------

Net Loss                            $    (692,608)        $    (551,161)        $  (1,734,629)       $  (1,679,476)
                                    =============         =============         =============        =============

Net Loss allocated:
   To General Partners              $      (6,926)        $      (5,512)        $     (17,346)       $     (16,795)
   To Limited Partners                   (685,682)             (545,649)           (1,717,283)          (1,662,681)
                                    -------------         -------------         -------------        -------------
                                    $    (692,608)        $    (551,161)        $  (1,734,629)       $  (1,679,476)
                                    =============         =============         =============        =============

Net Loss per Limited
   Partnership Unit (50,000 Units)  $     (13.72)         $     (10.91)         $     (34.35)        $     (33.25)
                                    ============          ============          ============         ============
 </TABLE>

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



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


              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)
                   For the Nine Months Ended December 31, 1997
 <TABLE>
 <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                              -             -                 -          16,839         16,839

Net Loss                                     (17,346)            -        (1,717,283)              -     (1,734,629)
                                         -----------       -------       -----------      ----------   ------------

Balance at December 31, 1997             $  (382,256)      $ 4,648       $ 5,601,647      $    3,859   $  5,227,898
                                         ===========       =======       ===========      ==========   ============
 </TABLE>

The accompanying notes are an 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 Nine Months Ended December 31, 1997 and 1996
 <TABLE>
 <CAPTION>

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

 <S>                                                                      <C>                  <C>   

Net cash used for operating activities                                    $  (126,154)         $   (93,020)
                                                                          -----------          -----------

Cash flows from investing activities:
   Purchases of marketable securities                                      (1,892,652)            (885,036)
   Proceeds from sales and maturities of marketable securities              1,842,880            1,004,618
   Cash distributions received from Local Limited Partnerships                 25,732               33,531
   Capital contribution to Local Limited Partnership                                -               (3,000)
   Advances to affiliates                                                           -             (318,651)
   Purchase of rental property and equipment                                     (139)             (55,557)
                                                                          -----------          -----------
Net cash used for investing activities                                        (24,179)            (224,095)
                                                                          -----------          -----------

Net decrease  in cash and cash
   equivalents                                                               (150,333)            (317,115)

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

Cash and cash equivalents, ending                                         $   302,931          $   361,452
                                                                          ===========          ===========

Supplemental disclosure:
Cash paid for interest                                                    $    59,060          $   100,671
                                                                          ===========          ===========
 </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.

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 combined financial statements is as of September 30, 1997 and 1996.

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
December 31, 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                     $     36,256,165

Cumulative equity in losses of Local Limited Partnerships
   (excluding cumulative unrecognized losses of $15,096,126)                                 (35,024,736)

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

Investments in Local Limited Partnerships before adjustment                                     (366,736)

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                               4,770,577

   Accumulated amortization of acquisition fees and expenses                                  (1,131,173)
                                                                                        ----------------

Investments in Local Limited Partnerships                                                      3,272,668

Reserve for Valuation of Investments in
   Local Limited Partnerships                                                                   (273,000)
                                                                                       -----------------                 
                                                                                        $      2,999,668
                                                                                       =================                 
 </TABLE>

The Partnership's share of net losses of the Local Limited  Partnerships for the
nine months ended December 31, 1997 is $4,143,716.

For the nine months ended December 31, 1997, the  Partnership has not recognized
$2,580,818 of equity in losses  relating to nineteen 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

                                 Balance Sheets
 <TABLE>
 <CAPTION>

                                         Boston Financial
                                         Qualified Housing        Hughes
                                            Tax Credits         Apartments
                                             L.P. (A)             Ltd.(B)      Eliminations          Combined
 <S>                                      <C>                 <C>                <C>             <C>
Assets
Cash and cash equivalents                 $    301,740        $      1,191       $      -        $     302,931
Tenant security deposits                             -               3,293              -                3,293
Marketable securities, at fair value         1,991,013                   -              -            1,991,013
Accounts receivable, affiliate                  53,490                   -        (53,490)                   -
Mortgagee escrow deposits                            -               6,690              -                6,690
Replacement reserve escrow                           -               6,092              -                6,092
Bond trusts                                          -             124,676              -              124,676
Investments in Local Limited
   Partnerships, net                         2,883,322                   -        116,346            2,999,668
Deferred charges, net                                -              45,951              -               45,951
Rental property at cost, net                         -           1,127,699              -            1,127,699
Other assets                                    26,366               1,803              -               28,169
                                          ------------        ------------       --------        -------------
     Total Assets                         $  5,255,931        $  1,317,395       $ 62,856        $   6,636,182
                                          ============        ============       ========        =============

Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates            $     11,058        $     53,490       $(53,490)       $      11,058
Accounts payable and accrued
   expenses                                     16,975               9,000              -               25,975
Accrued interest                                     -              98,313              -               98,313
Tenant security deposits payable                     -               4,306              -                4,306
Bonds payable                                        -           1,210,000              -            1,210,000
                                          ------------        ------------       --------        -------------
   Total Liabilities                            28,033           1,375,109        (53,490)           1,349,652
                                          ------------        ------------       --------        -------------

Minority interest in Local Limited
   Partnership                                       -                   -         58,632               58,632
                                          ------------        ------------       --------        -------------

General, Initial and Investor
   Limited Partners' Equity (Deficiency)     5,224,039             (57,714)        57,714            5,224,039
Net unrealized gain on
   marketable securities                         3,859                   -              -                3,859
                                          ------------        ------------       --------        -------------
     Total Partners' Equity (Deficiency)     5,227,898             (57,714)        57,714            5,227,898
                                          ------------        ------------       --------        -------------
     Total Liabilities and
     Partners' Equity (Deficiency)        $  5,255,931        $  1,317,395       $ 62,856        $   6,636,182
                                          ============        ============       ========        =============
 </TABLE>

(A) As of December 31, 1997. (B) As of September 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)

                            Statements of Operations
                  For the Three Months Ended December 31, 1997
 <TABLE>
 <CAPTION>

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

Revenue:
   Rental                                 $           -       $     57,934       $       -        $     57,934
   Investment                                    35,467                  -               -              35,467
   Other                                          1,375              1,554               -               2,929
                                          -------------       ------------       ---------        ------------
     Total Revenue                               36,842             59,488               -              96,330
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                    73,898                  -               -              73,898
   Bad debt expense                              52,665                  -               -              52,665
   Rental operations, exclusive
     of depreciation                                  -             25,312               -              25,312
   Interest                                           -             29,498               -              29,498
   Depreciation                                       -             10,182               -              10,182
   Amortization                                  20,117                806               -              20,923
                                          -------------       ------------       ---------        ------------
      Total Expenses                            146,680             65,798               -             212,478
                                          -------------       ------------       ---------        ------------

Loss before minority interest
   and equity in losses of Local Limited
   Partnerships                                (109,838)            (6,310)              -            (116,148)

Minority interest in loss of
   Local Limited Partnership                          -                  -              63                  63

Equity in losses of Local
   Limited Partnerships                        (582,770)                 -           6,247            (576,523)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $    (692,608)      $     (6,310)      $   6,310        $   (692,608)
                                          =============       ============       =========        ============
 </TABLE>


(A) For the three months ended December 31, 1997. 
(B) For the three months ended September 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)

                            Statements of Operations
                   For the Nine Months Ended December 31, 1997
 <TABLE>
 <CAPTION>

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

Revenue:
   Rental                                 $           -       $    172,266       $       -        $    172,266
   Investment                                   107,599                156               -             107,755
   Other                                         23,756              5,555               -              29,311
                                          -------------       ------------       ---------        ------------
     Total Revenue                              131,355            177,977               -             309,332
                                          -------------       ------------       ---------        ------------

Expenses:
   General and administrative                   204,655                  -               -             204,655
   Bad debt expense                              52,665                  -               -              52,665
   Rental operations, exclusive
     of depreciation                                  -             77,914               -              77,914
   Interest                                           -             88,554               -              88,554
   Depreciation                                       -             30,546               -              30,546
   Amortization                                  60,351              2,418               -              62,769
   Adjustment to provision
     for valuation of
     investments in Local
     Limited Partnerships                       (55,803)                 -               -             (55,803)
                                          -------------       ------------       ---------        ------------
      Total Expenses                            261,868            199,432               -             461,300
                                          -------------       ------------       ---------        ------------

Loss before minority interest
   and equity in losses of
   Local Limited Partnerships                  (130,513)           (21,455)              -            (151,968)

Minority interest in loss of
   Local Limited Partnership                          -                  -             215                 215

Equity in losses of Local
   Limited Partnerships                      (1,604,116)                 -          21,240          (1,582,876)
                                          -------------       ------------       ---------        ------------

Net Loss                                  $  (1,734,629)      $    (21,455)      $  21,455        $ (1,734,629)
                                          =============       ============       =========        ============

 </TABLE>

(A) For the nine months ended  December 31, 1997.  
(B) For the nine months ended September 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)

                            Statements of Cash Flows
 <TABLE>
 <CAPTION>

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

Net cash used for
   operating activities                    $  (124,940)        $   (1,214)      $       -          $   (126,154)
                                           -----------         ----------       ---------          ------------

Cash flows from investing activities:
   Purchases of marketable securities       (1,892,652)                 -               -            (1,892,652)
   Proceeds from sales and maturities
     of marketable securities                1,842,880                  -               -             1,842,880
   Cash distributions received from
     Local Limited Partnerships                 25,732                  -               -                25,732
   Purchase of rental property and
     equipment                                       -               (139)              -                  (139)
                                           -----------         ----------       ---------          ------------
Net cash used for
   investing activities                        (24,040)              (139)              -               (24,179)
                                           -----------         ----------       ---------          ------------

Net decrease in cash and
   cash equivalents                           (148,980)            (1,353)              -              (150,333)

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

Cash and cash equivalents, ending          $   301,740         $    1,191       $       -          $    302,931
                                           ===========         ==========       =========          ============
 </TABLE>

(A) For the nine months ended  December 31, 1997.  
(B) For the nine months ended September 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 December 31, 1997,  the  Partnership,  including the combined  entity (Hughes
Apartments  Ltd.),  had cash and cash  equivalents  of  $302,931  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 December 31, 1997,  approximately  $1,679,000 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 December 31, 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 nine months ended December 31, 1997.

Results of Operations

The  Partnership's  results of  operations  for the three and nine months  ended
December 31, 1997 resulted in a net loss of $692,608 and $1,734,629, as compared
to net losses of  $551,161  and  $1,679,476  for the same  periods in 1996.  The
increase in net loss is primarily  attributable  to a decrease in the adjustment
to the reserve for valuation of  investments  in a Local Limited  Partnership as
the  limitation  has been reached at June 30, 1997.  The increase in net loss is
also  attributable  to  bad  debt  expense  recognized  for  one  Local  Limited
Partnership for uncollectible  accounts  receivable,  and an increase in general
and administrative  expenses.  General and  administrative  expenses were low in
1996 due to a reclassification of Hughes' expenses to accounts receivable due to
the  combination of Hughes.  These increase in net loss are offset by 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.

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)

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 which resulted in a mortgage default and subsequent  mortgage
assignment  to HUD. The workout  included  provisions  for  substantial  capital
improvements.   These  capital  improvements  were  completed  on  time  and  in
accordance  with  the  workout.  Currently,  the  Managing  General  Partner  is
negotiating  with HUD to extend  and/or  modify the existing  workout  agreement
which expires in the second quarter of 1998.  Also, the Managing General Partner
is involved in negotiations  for the appointment of a replacement  Local General
Partner.
Occupancy is currently 95%.

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 first quarter of
1998.  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 December
31, 1997.

Hughes  Apartments,  located in Mandan,  North  Dakota,  continues  to  generate
operating  deficits  despite  increased  occupancy  of  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 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 former Local General Partner
declaring  bankruptcy.  The lender requires that the small deficit  generated by
the deficient  payments be cured  immediately.  The Managing  General Partner is
negotiating with both the lender and the former 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 Common, located in Chicago,  Illinois, is expected to generate a small
operating  deficit in 1997.  Although  occupancy is currently 91%,  expenses are
higher than expected due to increasing  maintenance and capital needs,  security
issues  and  high  turnover  at the  property.  The  Local  General  Partner  is
requesting  that  the  Managing   General  Partner  assist  in  funding  capital
improvements.  The Managing  General  Partner is reviewing  this request and has
requested that the Local General  Partner provide a workout plan detailing where
and how these funds will be used.

 <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)

Sierra Pointe, located in California,  is experiencing operating deficits due to
low occupancy. The current occupancy is at 74%. The Managing General Partner and
Local  General  Partner are working  with the Housing  Authority  to fill vacant
units.  Further,  the Managing  General  Partner and Local  General  Partner are
currently negotiating a replacement for the current management agent.

600  Dakota,  Graver Inn and  Barrington  Manor,  located in North  Dakota,  and
Duluth, located in South Dakota, which have the same Local General Partner, have
been  performing  satisfactorily.  However,  affiliates of the Managing  General
Partner have been working  with the Local  General  Partner whom has raised some
concerns over the long-term financial health of the properties.  In an effort to
reduce possible future risk, the Managing General Partner  recently  consummated
the transfer of 50% of the  Partnership's  capital and profits in the properties
to an affiliate of the Local General  Partner.  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.


 <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 December 31, 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:   February 13, 1998     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>                                        9-MOS
 <FISCAL-YEAR-END>                                    MAR-31-1998
 <PERIOD-END>                                         DEC-31-1997
 <CASH>                                               302,931
 <SECURITIES>                                         1,991,013
 <RECEIVABLES>                                        000
 <ALLOWANCES>                                         000
 <INVENTORY>                                          000
 <CURRENT-ASSETS>                                     000
 <PP&E>                                               1,127,699
 <DEPRECIATION>                                       000
 <TOTAL-ASSETS>                                       6,636,182<F1>
 <CURRENT-LIABILITIES>                                000
 <BONDS>                                              1,210,000
                                 000
                                           000
 <COMMON>                                             000
 <OTHER-SE>                                           5,227,898
 <TOTAL-LIABILITY-AND-EQUITY>                         6,636,182<F2>
 <SALES>                                              000
 <TOTAL-REVENUES>                                     309,332<F3>
 <CGS>                                                000
 <TOTAL-COSTS>                                        000
 <OTHER-EXPENSES>                                     372,746<F4>
 <LOSS-PROVISION>                                     000
 <INTEREST-EXPENSE>                                   88,554
 <INCOME-PRETAX>                                      000
 <INCOME-TAX>                                         000
 <INCOME-CONTINUING>                                  000
 <DISCONTINUED>                                       000
 <EXTRAORDINARY>                                      000
 <CHANGES>                                            000
 <NET-INCOME>                                         (1,734,629)<F5>
 <EPS-PRIMARY>                                        (34.35)
 <EPS-DILUTED>                                        000
 <FN>
 <F1>Included in total assets is $3,293 of tenant security deposits,  Investments
 in Local Limited Partnerships of $2,999,668, deferred charges, net $45,951, bond
 trusts of $124,676,  mortgagee  escrow deposits of $6,690,  replacement  reserve
 escrow of $6,092 and other assets of $28,169. <F2>Included  in total  liability
 and equity is  accounts  payable to  affiliates  $11,058,  accounts  payable and
 accrued  expenses of $25,975,  accrued  interest  of  $98,313,  tenant  security
 deposits  payable of $4,306,  and $58,632 of minority  interest in Local Limited
 Partnership.  <F3>Total  revenue  includes  rental of  $172,266,  investment  of
 $107,755 and other of $29,311.  <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 $204,655, bad debt expense of $52,665,
 rental operations, exclusive of depreciation of $77,914, depreciation of $30,546
 and  amortization  of $62,769.  <F5>Net loss reflects  equity in losses of Local
 Limited  Partnerships  of  $(1,582,876)  and minority  interest in loss of Local
 Limited Partnership of $215.  
 </FN> 
          
 
</TABLE>


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