BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIP
10-K405, 1996-07-03
OPERATORS OF APARTMENT BUILDINGS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-K

[X]    Annual report pursuant to Section 13 or 15(d) of the Securities     
       Exchange Act of 1934 

       For the fiscal year ended  March 31, 1996  or
                                  --------------
[ ]    Transition report pursuant to Section 13 or 15(d) of the        
       Securities Exchange Act of 1934 

       For the transition period from         to  
                                     --------    --------
Commission file number  0-17679 
                       ---------
          Boston Capital Tax Credit Fund Limited Partnership                   
- ------------------------------------------------------------------------------ 
       (Exact name of registrant as specified in its charter)

           Massachusetts                              04-3006542
- -----------------------------------        ----------------------------------- 
     (State or other jurisdiction                 (I.R.S. Employer
    incorporation or organization)                Identification No.)

 One Boston Place, Suite 2100 Boston, MA                    02108-4406      
- ---------------------------------------------          -----------------------
(Address of principal executive                              (Zip Code)
offices)      

Partnership's telephone number, including area code (617)624-8900
                                                    -------------
Securities registered pursuant to Section 12(b) of the Act:
                                              Name of each exchange
      Title of each class                      on which registered      
      -------------------                     ---------------------
            None                                           None      
- ------------------------------                --------------------------------
Securities registered pursuant to Section 12(g) of the Act:

                  Beneficial Assignee Certificates                      
- ------------------------------------------------------------------------------
                          (Title of class)                         

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 twelve 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      
    -----     -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K(229.405 of this chapter) is not contained herein, and will


not be contained, to the best of registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
                                                                           __ 
                                                                          |XX|


                     DOCUMENTS INCORPORATED BY REFERENCE
                     -----------------------------------
The following documents of the Partnership are incorporated by reference:

    Form 10-K
      Parts                        Document
    ---------                      --------
    Parts I, III                   October 14, 1988 Prospectus, as
                                   supplemented

<PAGE>
              BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP
                           Form 10-K ANNUAL REPORT
                      FOR THE YEAR ENDED MARCH 31, 1996

                              TABLE OF CONTENTS


                                    PART I

                                                           

Item 1.   Business 
Item 2.   Properties 
Item 3.   Legal Proceedings
Item 4.   Submission of Matters to a Vote
             of Security Holders

                                   PART II

Item 5.   Market for the Partnership's Limited 
             Partnership Interests and Related 
             Partnership Matters 
Item 6.   Selected Financial Data
Item 7.   Management's Discussion and Analysis of
             Financial Condition and Results 
             of Operations 
Item 8.   Financial Statements and Supplementary 
             Data 
Item 9.   Changes in and Disagreements with 
             Accountants on Accounting and 
             Financial Disclosure

                                   PART III

Item 10.  Directors and Executive Officers
             of the Partnership
Item 11.  Executive Compensation
Item 12.  Security Ownership of Certain Beneficial 
             Owners and Management
Item 13.  Certain Relationships and Related
             Transactions
                                   PART IV

Item 14.  Exhibits, Financial Statement Schedules, and
             Reports on Form 8-K 

             Signatures<PAGE>
                                    PART I

Item 1. Business

Organization
- ------------
   Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") is a
limited partnership formed under the Delaware Revised Uniform Limited
Partnership Act as of June 1, 1988.  The General Partner of the Partnership is
Boston Capital Associates Limited Partnership, a Delaware limited partnership.
Boston Capital Associates, a Massachusetts general partnership, whose only two
partners are Herbert F. Collins and John P. Manning, the principals of Boston
Capital Partners, Inc., is the sole general partner of the General Partner. 
The limited partner of the General Partner is Capital Investment Holdings, a
general partnership whose partners are certain officers and employees of
Boston Capital Partners, Inc., and its affiliates.  The Assignor Limited
Partner is BCTC Assignor Corp., a Delaware corporation which is wholly-owned
by Herbert F. Collins and John P. Manning.  

   The Assignor Limited Partner was formed for the purpose of serving in that
capacity for the Partnership and will not engage in any other business.  Units
of beneficial interest in the Limited Partnership Interest of the Assignor
Limited Partner were assigned by the Assignor Limited Partner by means of
beneficial assignee certificates ("BACs") to investors and investors are
entitled to all the rights and economic benefits of a Limited Partner of the
Partnership including rights to a percentage of the income, gains, losses,
deductions, credits and distributions of the Partnership.  

   A Registration Statement on Form S-11 and the related prospectus, as
supplemented (the "Prospectus") was filed with the Securities and Exchange
Commission and became effective August 29, 1988 in connection with a public
offering ("Offering") of Series 1 through 6. The Partnership raised
$97,746,940 representing a total of 9,800,600 BACs.  The offering of BACs in
all series ended on September 29, 1989.

Description of Business
- -----------------------
   The Partnership's principal business is to invest as a limited partner in
other limited partnerships (the "Operating Partnerships"), each of which was
to own or lease and operate an Apartment Complex exclusively or partially for
low- and moderate-income tenants.  Each Operating Partnership in which the
Partnership has invested owns an Apartment Complex which is completed,
newly-constructed, or newly-rehabilitated. Each Apartment Complex qualified
for the low-income housing tax credit under Section 42 of the Code (the
"Federal Housing Tax Credit"), thereby providing tax benefits over a period of
ten years in the form of tax credits which investors may use to offset income,
subject to certain strict limitations, from other sources.  Certain of the
Apartment Complexes also qualified for the historic rehabilitation tax credit
under Section 48 of the Code (the "Rehabilitation Tax Credit").  The Federal
Housing Tax Credit and the Government Assistance programs are described on
pages 53 to 73 of the Prospectus under the caption "Government Assistance


                                    1<PAGE>
Programs," which is incorporated herein by reference.  Section 236 (f) (ii) of
the National Housing Act, as amended, in Section 101 of the Housing and Urban
Development Act of 1965, as amended, each provide for the making by HUD of
rent supplement payments to low income tenants in properties which receive
other forms of federal assistance such as Tax Credits.  The payments for each
tenant, which are made directly to the owner of their property, generally are
in such amounts as to enable the tenant to pay rent equal to 30% of the
adjusted family income.  Some of the Apartment Complexes in which the
Partnership has invested are receiving such rent supplements from HUD.  HUD
has been in the process of converting rent supplement assistance to assistance
paid not to the owner of the Apartment Complex, but directly to the
individuals.  At this time, the Partnership is unable to predict whether
Congress will continue rent supplement programs payable directly to owners of
the Apartment Complex.      

     At March 31, 1996, the Partnership had limited partnership equity
interests in one hundred five operating partnerships which own operating
apartment complexes as follows:  nineteen in Series 1; eight in Series 2;
thirty-three in Series 3; twenty-five in Series 4; five in Series 5; and
fifteen in Series 6.  A description of these Operating Partnerships is set
forth in Item 2 herein.  

   The business objectives of the Partnership are to:

   (1)  preserve and protect the Partnership's capital;

   (2)  provide current tax benefits to Investors in the form of (a) Federal
Housing Tax Credits and Rehabilitation Tax Credits, which an Investor may
apply, subject to certain strict limitations, against his federal income tax
liability form active, portfolio and passive income, and (b) passive losses
which an Investor may apply to offset his passive income (if any);

   (3)  Provide capital appreciation through increases in value of the
Partnership's investments and, to the extent applicable, equity buildup
through periodic payments on the mortgage indebtedness with respect to the
Apartment Complexes;                      

   (5)  provide cash distributions (except with respect to the Partnership's
investment in certain Non-Profit Operating Partnerships) from a Capital
Transaction as to the Partnership.  The Operating Partnerships intend to hold
the Apartment Complexes for appreciation in value.  The Operating Partnerships
may sell the Apartment Complexes after a period of time if financial
conditions in the future make such sales desirable and if such sales are
permitted by government restrictions.  

   The business objectives and investment policies of the Partnership are
described more fully on pages 44 to 52 of the Prospectus under the caption
"Business Objectives and Investment Policies," which is incorporated herein by
reference.  




                                    2<PAGE>
Employees
- ---------
   The Partnership does not have any employees.  Services are performed by the
General Partner and its affiliates and agents retained by them.


Item 2. Properties

   The Partnership has acquired a limited partnership interest in each of the
one hundred five Operating Partnerships identified in the following
tables.  In each instance the Apartment Complex owned by the applicable
Operating Partnership is eligible for the Federal Housing Tax Credit.
Occupancy of a unit in each Apartment Complex which initially complied with
the Minimum Set-Aside Test (i.e., occupancy by tenants with incomes equal to
no more than a certain percentage of area median income) and the Rent
Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the
applicable income standards) is referred to hereinafter as "Qualified
Occupancy".  Each of the Operating Partnerships and each of the respective
Apartment Complexes are described more fully in the Prospectus, as
supplemented, or applicable Report on Form 8-K.  The General Partner believes
that there is adequate casualty insurance on the properties.

   Please refer to Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a more detailed discussion of
operational difficulties experienced by certain of the Operating Partnerships.




























                                    3<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 1

                    PROPERTY PROFILES AS OF MARCH 31, 1996

                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name             Location    Units 12/31/95    Completion    3/31/96    uted   
- ------------------------------------------------------------------------------ 
Apple Hill    West Neton,     44  $1,491,257      1/88        100%   $ 317,660
Apartments       NC

Bolivar Manor Bolivar,        24     882,270     11/88         91%     180,498
Apartments       NY

Briarwood     Vero Beach,     44   1,485,031      8/89        100%     386,368
Apartments       FL

Broadway      Kingston,      122   5,184,279      6/89        100%     952,500
East             NY

Country       Coldwater,      32     939,945      7/89        100%     202,610
Knoll            MI

Country       Warwick,        64   3,188,594      4/89        100%     845,000
Village Apts     NY

Elk Rapids II Elk Rapids,     24     741,528      2/89        100%     161,078
Apartments       MI

Green Acres   Yulee,          47   1,486,133      8/89        100%     394,500
Apartments       FL

Inglewood     St. Cloud,      50   1,493,435     11/88        100%     394,400
Meadows          FL

Minnehaha     St. Paul,       24   1,143,460     11/88        100%     631,138
Court Apts.      MN

Moss Creek    Wewahitchka,    23     714,831      6/88        100%     207,592
Apartments       FL

River Park    Rochester,     402   8,474,772     12/88         98%   2,315,400
Commons          NY

Sunset West   Conneaut,       40   1,177,064      4/88        100%     250,701
Apartments       OH

Unity Park    Niagara Falls, 198   6,410,433     12/90        100%     600,000
Phase II         NY

Villas of     Geneva,         40   1,192,199      8/88        100%     254,967
Geneva          OH
                                    4<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 1

                    PROPERTY PROFILES AS OF MARCH 31, 1996

Continued
- ---------
                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name             Location    Units 12/31/95    Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
Virginia
Circle        St. Paul,       16   $ 670,532      6/88        100%    $395,000
Townhomes       MN

Westchase     Three Rivers,   32     967,769      7/89        100%     202,610
Apartments      MI

Wood Creek    Saulte St.      32     968,216      7/89        100%     213,390
Manor           Marie, MI

Woodland      St. Cloud,      50   1,493,429     11/88        100%     394,500
Terrace         FL






























                                    5<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 2

                    PROPERTY PROFILES AS OF MARCH 31, 1996


                                  Mortgage                          
                                  Balance                 Qualified  Capital
Property                           As of    Construction   Occupancy Contrib-
Name         Location     Units   12/31/95     Completion    3/31/96   uted   
- ------------------------------------------------------------------------------ 
Annadale     Fresno,       222  $6,762,134      6/90         98%   $1,736,542
Apartments      CA                              

Calexico     Calexico,      36   1,578,989      4/90        100%      464,896
Village Apts.   CA                             

Glenhaven    Merced,        15     504,865     12/89        100%      490,000
Park III        CA

Glenhave     Merced,        12     412,907      6/90        100%      395,300
Park            CA                             

Heber II
Village      Heber,         24   1,101,116      4/89        100%      345,000
Apts.           CA

Redondo      Westmorland,   32   1,445,547      7/90        100%      580,000
Apts. II        CA                              

Redwood      McKinleyville, 48   1,782,727     12/89        100%      688,572
Creek Apts.     CA

Thunderbird  Mecca,         54   2,611,575      7/90        100%    1,012,157
Apartments      CA                              



















                                    6<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 3

                    PROPERTY PROFILES AS OF MARCH 31, 1996


                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name           Location   Units   12/31/95     Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
The 128
Park Street     Dorchester,  17   $  518,999     7/88         100%    $340,000
Lodging House    MA

Ashley Senior   Ashland,     62    1,787,443     5/89         100%     495,500
Center Apts.     OR

Belfast         Belfast,     24    1,092,556     5/89         100%     245,000
Birches          ME

The Bowditch    Jamaica Plain,
School           MA          47    1,645,676    12/89         100%     883,623
Lodging House         

Carriage Gate   Palatka,     49    1,480,026    11/89         100%     385,000
Apartments       FL

Central         Cincinnati, 225    2,800,000    12/89         100%   4,482,818
Parkway Towers   OH

Colony Court    Eustis,      46    1,496,709     6/89         100%     384,200
Apartments       FL

Crane Street    Littleton,   33    1,485,034    12/88         100%     293,000
Court            NH

Cruz Bay        St. John,    20    1,492,592     2/89         100%     285,820
Apartments       USVI

Fiddler's Creek Southport,   24      966,443     2/89         100%     200,397
Apartments       NC

Gilmore Court   Jaffrey,     28    1,389,420     6/89          92%     288,660
                 NH

Greenwood       Owosso,      48    1,443,233     8/89         100%     312,090
Apartments       MI

Hidden Cove     W.Pittsburg  88    2,970,654     8/88         100%   1,761,650
Apartments       CA 

Hillmont        Lake Park,   42    1,141,639     5/89         100%     265,218
Apartments       GA
                                    7<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 3

                    PROPERTY PROFILES AS OF MARCH 31, 1996

Continued
- ---------
                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name          Location   Units   12/31/95     Completion    3/31/96     uted 
- ------------------------------------------------------------------------------
Jackson        Jackson,      28   $1,196,531       7/89       100%  $  225,000
Apartments       WY

Lake North     Lady Lake,    36    1,066,279       1/89       100%     220,780
Apartments       FL

Lakewood Terr  Lakeland,    132    3,989,887       8/89       100%     572,400
Apartments       FL

Lincoln        Salem,        68    2,947,112      12/88       100%     520,000
Apartments       MA

Mann Village   Indianapolis,204    4,947,150       5/89       100%   2,620,620
Apartments       IN

Maplewood      Cloquet,      24      758,966       4/89       100%     150,800
Apartments       MN

Mound Plaza    Moundville,   24      624,595       9/89       100%     129,465
Apartments       AL

Oak Crest      Brainerd,     30      911,828       5/89       100%     168,130
Manor II         MN

Orangewood     Umatilla,     45    1,485,566       9/89       100%     358,350
Villas           FL

Orchard Park   Beaumont,    144    4,000,683       5/89       100%   2,950,000
Apartments       CA

Paige Hall     Minneapolis,  69    2,253,150       4/89       100%     378,538
                 MN

Queens         Philadelphia, 32    1,261,348       1/89       100%     759,500
Court Apts.      PA

Rainbow         Yuma,        81    1,956,775       1/89       100%     702,968
Apartments       AZ

Ripon           Ripon,       24      806,649       7/89       100%     176,260
Apartments       WI

                                    8<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 3

                    PROPERTY PROFILES AS OF MARCH 31, 1996


Continued
- ---------
                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name           Location   Units   12/31/95     Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
Sun Village   Groveland,     34   $1,056,200       5/88       100%    $211,880
Apartments       FL

Taylor West
Terrace       W. Pittsburgh, 30    1,059,413      11/88       100%     227,103
Apartments       PA

The Grove     Vidalia,       54    1,488,462       5/89       100%     345,621
Apartments       GA

Trinidad      Trinidad,      24      922,406       6/89       100%     202,000
Apartments       CO

Vassar        Vassar,        32      924,268      11/89       100%     189,596
Apartments       MI


























                                    9<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 4

                    PROPERTY PROFILES AS OF MARCH 31, 1996



                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of     Construction  Occupancy Contrib-
Name           Location   Units   12/31/95     Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
Amory Square  Windsor,      74  $  2,216,041     9/89         100%  $1,644,338
Apartments     VT

Auburn Trace  Delray Beach,256    10,087,298     1/90         100%   2,849,298
               FL

Ault          Ault,         16       457,100     7/89         100%      92,232
Apartments     CO

Berkshire     Wichita,      90     2,124,955     9/89         100%   1,829,104
Apartments     KS

Bowditch
School        Jamaica Plain,47     1,645,676    12/89         100%     619,300
Lodging House  MA

Burlwood      Cripple       10       230,963     8/89         100%      45,600
Apartments     Creek, CO

Cambria       Cambria,      24     1,034,192     7/89         100%     367,600
Commons        NY

Central
Parkway       Cincinnati,  225     2,800,000    12/89         100%     944,322
Towers         OH

Clearview     Monte Vista,  24       759,478    11/89         100%     166,400
Apartments     CO

Fuller        St. Paul,      9       515,902     1/89         100%     254,671
Townhomes      MN

Glenhaven     Merced,       15       510,973     6/89         100%     415,000
Park II        CA

Greenwood     Quincy,       36     1,084,087     9/89         100%     282,000
Terrace        FL

Highland      Topeka,       22       403,620    12/88         100%     354,067
Village        KS
Duplexes   

                                    10<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 4

                    PROPERTY PROFILES AS OF MARCH 31, 1996

Continued
- ---------

                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of     Construction  Occupancy Contrib-
Name           Location   Units   12/31/95     Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
Jefferson Pl  Monticello,   38   $ 1,109,896      12/89       100%  $  294,150
Apartments     FL

Landmark      Chesapeake,  120     1,831,606       5/89       100%   1,470,835
Apartments     VA

Meadowcrest   Southfield,   83     2,914,423      10/90       100%   1,055,404
Apartments     MI                              

Montana Ave.  St. Paul,     13       671,278      11/89       100%     430,167
Townhomes      MN

New Grand    Salt Lake      80     4,022,196       3/90       100%   2,823,370
Hotel          City,UT

Numero Uno   Milliken,      28       780,668       8/89       100%     135,000
Apartments     CO

Rosenberg    Santa Rosa,    77     8,492,153       1/92       100%     844,300
Hotel          CA                             

Shockoe Hill Richmond,      64     1,913,776       9/89       100%   1,110,590
Apartments II  VA

Sunnyview    Salem,         60     2,232,823       9/89       100%     775,000
Apartments     OR

Thompson     Indianapolis, 240     5,058,674      12/89       100%   2,098,660
Village Apts.  IN

Unity Park   Niagara Falls,198     9,119,890      12/90       100%   1,470,300
Phase II       NY

Van Dyke     Sanger,        16       678,810      11/89       100%     474,360
Estates        CA
XVI - A





                                    11<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 5
            
                    PROPERTY PROFILES AS OF MARCH 31, 1996


                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name           Location   Units   12/31/95     Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
Annadale         Fresno,    222   $6,762,134      6/90         98%  $1,161,810
Apartments        CA

Calexico Village Calexico,   36    1,578,989      4/90        100%     128,174
Apartments        CA                              

Glenhaven        Merced,     15      718,930      6/89        100%     356,480
Estates           CA

Heather Ridge    Redding,    56    1,256,834      9/89        100%   1,182,030
Apartments        CA

Point Arena      Point Arena,25    1,208,629      2/90        100%     444,830
Village           CA





























                                    12<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership - Series 6

                    PROPERTY PROFILES AS OF MARCH 31, 1996

                                  Mortgage                                    
                                   Balance                  Qualified Capital
Property                            As of    Construction   Occupancy Contrib-
Name           Location   Units   12/31/95     Completion    3/31/96    uted  
- ------------------------------------------------------------------------------
Auburn Trace   Delray Beach, 256   $10,087,298    1/90       100%   $1,971,457
                 FL

Briarwood      Cameron,       24       572,302    9/88       100%      137,367
Estates          MO

Columbia       Richland,     138     5,102,553    2/90       100%    1,607,375
Park Apts.       WA                              

Eldon Estates  Eldon,         24       558,101    7/88       100%      139,221
                 MO

Forty West     Holland,      120     2,218,076    2/90       100%    1,431,562
Apartments       MI

Hacienda Villa Firebaugh,    120     3,980,713    1/90       100%    1,460,316
Apartments       CA

Hillandale     Lithonia,     132     3,207,981    1/90       100%    1,444,800
Commons          GA

Kearney        Kearney,       16       365,022    3/88       100%       99,334
Properties II    MO

Los Pueblos    Socorro,       32     1,256,606    5/88       100%      414,851
Apartments       NM

Pleasant Hill  Pleasant Hill, 24       562,722   12/88       100%      141,624
                 MO

Rosenberg      Santa Rosa,    77     8,492,153    1/92       100%      555,700
Apartments       CA                              

Sherburne      Sherburne,     29     1,317,585   10/89        93%      578,409
Senior Housing   NY
    
Springridge    Warrensburg,   24       573,188    2/88       100%      162,393
III              MO

Tall Pines     Charlestown,   32     1,441,864   11/89       100%      302,491
Apartments       NH

Woodcliff      Ishpeming,     24       721,266   11/89       100%      192,996
Apartments       MI
                                    13<PAGE>
Item 3.      Legal Proceedings

             None.

Item 4.      Submission of Matters to a Vote of Security Holders
 
             None.














































                                    14<PAGE>
                                   PART II
                                   -------
Item 5.      Market for the Partnership's Limited Partnership Interests
             and Related Partnership Matters

             (a)    Market Information

                    The Partnership is classified as a limited partnership and
             thus has no common stock.  There is no established public trading
             market for the BACs and it is not anticipated that any public
             market will develop.  

             (b)    Approximate number of security holders.

                    As of March 31, 1996, the Partnership has 7,371 registered
             BAC Holders for an aggregate of 9,800,600 BACs which were 
             offered a subscription price of $10 per BAC.  

                    The BACs were issued in series.  Series 1 had 1,018
             investors holding 1,299,900 BACs; Series 2 had 725 investors
             holding 830,300 BACs; Series 3 had 2,326 investors holding
             2,882,200 BACs; Series 4 had 2,075 investors holding 2,995,300
             BACs; Series 5 had 397 investors holding 489,900 BACs; and Series
             6 had 830 investors holding 1,303,000 BACs.  

             (c)    Dividend history and restriction.  

                    The Partnership has made no distributions of Net Cash Flow
             to its BAC Holders from its inception, June 1, 1988 through March
             31, 1996.

                    The Partnership made a return of equity distribution to
             the Limited Partners in the amount of $350,003 during the year
             ended March 31, 1992.  The distribution was the result of
             certain Operating Partnerships not achieving their projected tax
             credits.

                    The Partnership Agreement provides that Profits, Losses
             and Credits will be allocated each month to the holder of record
             of a BAC as of the last day of such month.  Allocation of
             Profits, and Credits among BAC Holders will be made in
             proportion to the number of BACs held by each BAC Holder.  

                    Any distributions of Net Cash Flow or Liquidation, Sale or
             Refinancing Proceeds will be made within 180 days of the end of
             the annual period to which they relate. Distributions will be
             made to the holders of record of a BAC as of the last day of each
             month in the ratio which (i) the BACs held by such Person on the 
             last day of the calendar month bears to (ii) the aggregate number
             of BACs outstanding on the last day of such month.  



                                    15<PAGE>
                    Partnership allocations and distributions are described on
             pages 99 to 103 of the Prospectus, as supplemented, which  are
             incorporated herein by reference.

Item 6.      Selected Financial Data

             The information set forth below presents selected financial data
of the Partnership for each of the five years in the period ended March
31, 1996.  Additional detailed financial information is set forth in the
audited financial statements listed in Item 14 hereof.  

                 
                     March 31,   March 31,   March 31,   March 31,   March 31,
                       1996        1995        1994        1993        1992 
                     --------    --------    --------    --------    --------
Operations
- ----------

Interest Inc   $      8,821 $    11,022 $    32,652 $     79,016 $    188,235 
Other Income          1,557       6,921      72,994       83,668      107,225 
Share of Loss 
 of operating 
 Partnerships   ( 5,141,108) (6,602,292) (7,443,042) ( 7,135,491) (10,036,269)
Operating Exp.  ( 1,066,179) (1,229,300) (1,405,305) ( 1,510,149) ( 1,570,918)
                 ----------  ----------   ---------   ----------    ---------
Net Loss       $( 6,196,909)$(7,813,649)$(8,742,701)$( 8,482,956)$(11,311,727)
                 ==========  ==========   =========   ==========   ==========
Net Loss 
 per BAC       $       (.63)$      (.78)$      (.88)$      ( .86)$      (1.14)
                ===========  ==========   =========   ==========   ==========
                              
Balance Sheet             
- -------------
Total Assets   $ 28,194,596 $33,412,311 $40,271,022 $ 49,283,844 $ 57,677,985
                ===========  ==========  ==========   ==========   ==========
Total Liab.    $  3,696,067 $ 2,716,873 $ 1,761,935 $  1,986,530 $  1,897,715
Partners'       ===========  ==========  ==========   ==========   ==========
 Equity        $ 24,498,529 $30,695,438 $38,509,087 $ 47,297,314 $ 55,780,270
                ===========  ==========  ==========   ==========   ==========
Other Data

Tax Credits per BAC for 
the Investors Tax Year, 
the twelve months ended 
December 31, 1995, 1994   
1993, 1992 and 1991*      
               $       1.24 $     1.25  $      1.27 $       1.44 $       1.27
                ===========  =========   ==========   ==========   ==========

*Credit per BAC is a weighted average of all the Series.  Since each Series
has invested as a limited partner in different Operating Partnerships the
Credit per BAC will vary slightly.  For more detailed information refer to
Item 7. Results of Operations.  
                                    16<PAGE>
Item 7.      Management's Discussion and Analysis of Financial         
             Condition and Results of Operations

Liquidity
- ---------
      The Partnership's primary source of funds was the proceeds of its public
offering.  Other sources of liquidity include  (i) interest earned on capital
contributions held pending investment or held for working capital reserves and
(ii) cash distributions from operations of the Operating Partnerships in which
the Partnership has invested.  These sources of liquidity are available to
meet the obligations of the Partnership.  The Partnership is currently
accruing the annual partnership management fees, which allows each series the
ability to pay non-affiliated third party obligations.  During the fiscal year
ended March 31, 1996 the Partnership accrued $914,708 in annual partnership
management fees.  As of March 31, 1996, total partnership management fees
accrued were $3,581,350.  Pursuant to the Partnership Agreement, such
liabilities will be deferred until the Partnership receives sales or
refinancing proceeds from Operating Partnerships which will be used to satisfy
such liabilities.  The Partnership anticipates that there will be sufficient
cash to meet future third party obligations.  The Partnership does not
anticipate significant cash distributions in the long or short term from
operations of the Operating Partnerships. 

Capital Resources
- -----------------
      The Partnership offered BACs in a public offering declared effective by
the Securities and Exchange Commission on August 29, 1988.  The Partnership
received and accepted subscriptions for $97,746,940 representing 9,800,600
BACs from investors admitted as BAC Holders in Series 1 through Series 6 of
the Partnership.  

      Offers and sales of BACs in Series 1 through Series 6 of the Partnership
were completed and the last of the BACs in Series 6 were issued by the
Partnership on September 29, 1989.  

      (Series 1).  The Partnership received and accepted subscriptions
for $12,999,000, representing 1,299,900 BACs from investors admitted as BAC
Holders in Series 1.  Offers and sales of BACs in Series 1 were completed and
the last of the BACs in Series 1 were issued on December 14, 1988.

      As of March 31, 1996, the net proceeds from the offer and sale of BACs
in Series 1 had been used to invest in a total of 19 Operating Partnerships in
an aggregate amount of $9,407,952, and the Partnership had completed payment
of all installments of its capital contributions.  Series 1 net offering
proceeds in the amount of $52,334 remains in Working Capital.          
             
      (Series 2).  The Partnership received and accepted subscriptions for
$8,303,000, representing 830,300 BACs from investors admitted as BAC Holders
in Series 2.  Proceeds from the sale of BACs in Series 2 were invested in
Operating Partnerships owning apartment complexes located in California only,
which generate both California and Federal Housing Tax Credits.  Offers and
sales of BACs in Series 2 were completed and the last of the BACs in Series 2
were issued by the Partnership on March 30, 1989.
                                    17<PAGE>
      As of March 31, 1996, the net proceeds of the offer and sale of BACs in
Series 2 had been used to invest in a total of 8 Operating Partnerships in
an aggregate amount of $6,498,176, and the Partnership had completed payment
of all installments of its capital contributions.  Series 2 net offering
proceeds in the amount of $1,262 remains in Working Capital. 

      (Series 3).  The Partnership received and accepted subscriptions for
$28,822,000, representing 2,882,200 BACs from investors admitted as BAC
Holders in Series 3.  Offers and sales of BACs in Series 3 were completed
and the last of the BACs in Series 3 were issued by the Partnership on March
14, 1989.

       As of March 31, 1996, the net proceeds from the offer and sale of BACs
in Series 3 had been used to invest in a total of 33 Operating Partnerships in
an aggregate amount of $21,738,797, and the Partnership had completed payment
of all installments of its capital contributions to all of its Operating
Partnerships.  Series 3 net offering proceeds in the amount of $5,460 remains
in Working Capital. 
      
      (Series 4).  The Partnership commenced offering BACs in Series 4 on
March 27, 1989.  The Partnership received and accepted subscriptions for
29,788,160, representing 2,995,300 BACs from investors admitted as BAC Holders
in Series 4.  Offers and sales of BACs in Series 4 were completed and the last
of the BACs in Series 4 were issued by the Partnership on July 7, 1989. 

      As of March 31, 1996, the net proceeds from the offer and sale of BACs
in Series 4 had been used to invest in a total of 25 Operating Partnerships in
an aggregate amount of $22,934,082, and the Partnership had completed payment
of all installments of its capital contributions to all of its Operating
Partnerships.  Series 4 net offering proceeds in the amount of $25,928 remains
in Working Capital. 

      (Series 5).  The Partnership commenced offering BACs in Series 5 on June
19, 1989.  The Partnership received and accepted subscriptions for $4,899,000,
representing 489,900 BACs from investors admitted as BAC Holders in Series 5. 
Proceeds from the sale of BACs in Series 5 were invested in Operating
Partnerships owning apartment complexes located in California only, which
generate both California and Federal Housing Tax Credits.  Offers and sales of
BACs in Series 5 were completed and the last of the BACs in Series 5 were
issued by the Partnership on August 22, 1989.

      As of March 31, 1996, the net proceeds of the offer and sale of BACs in
Series 5 had been used to invest in a total of 5 Operating Partnerships in
an aggregate amount of $3,431,044, and the Partnership had completed payment
of all installments of its capital contributions. Series 5 net offering
proceeds in the amount of $156,816 remains in Working Capital. 

      (Series 6).  The Partnership commenced offering BACs in Series 6 on July
18, 1989.  The Partnership received and accepted subscriptions for
$12,935,780, representing 1,303,000 BACs from investors admitted as BAC
Holders in Series 6.  Offers and sales of BACs in Series 6 were completed and
the last of the BACs in Series 6 were issued by the Partnership on September
29, 1989.
                                    18<PAGE>
      As of March 31, 1996 the net proceeds from the offer and sale of BACs in
Series 6 had been used to invest in a total of 15 Operating Partnerships in an
aggregate amount of $10,652,631, and the Partnership had completed payment of
all installments of its capital contributions to all of its Operating
Partnerships.  Series 6 net offering proceeds in the amount of $39,131 remains
in Working Capital.

Results of Operations
- ---------------------
      The Partnership incurs an annual partnership management fee payable to
the General Partner and/or its affiliates in an amount equal to 0.375% of the
aggregate cost of the Apartment Complexes owned by the Operating Partnerships,
less the amount of certain partnership management and reporting fees paid or
payable by the Operating Partnerships.  The annual partnership management fee
incurred for the fiscal years ended March 31, 1996 and 1995 was $888,714 and
$909,333, respectively, an amount which is anticipated to be lower for
subsequent fiscal years as more of the Operating Partnerships begin to accrue
and pay annual partnership management and reporting fees.  During the fiscal
years ended March 31, 1996 and 1995, the Partnership received $65,294 and
$45,375, respectively, in reporting fees from the Operating Partnerships. 

      The Partnership's investment objectives do not include receipt of
significant cash distributions from the Operating Partnerships in which it has
invested.  The Partnership's investments in Operating Partnerships have been
made principally with a view towards realization of Federal Housing Tax
Credits for allocation to its partners and BAC holders. 
      
      (Series 1).  As of March 31, 1996 and 1995, the Qualified Occupancy for
the Series was 99.4% and 99.4%, respectively.  The Series had a total of 19
properties at March 31, 1996.  Out of the total, 17 were at 100% qualified
occupancy.
      
      For the years ended December 31, 1995 and 1994 Series 1 reflects a net
loss from Operating Partnerships of $720,063 and $1,265,332, respectively,
adjusted for depreciation which is a non-cash item.  The decrease in loss
between 1994 and 1995 is due to an auditor's adjustment for an incorrectly
recorded interest reduction subsidy on Unity Park Associates.  The adjustment
was for the four plus years ended December 31, 1994.  Substantially all of the
net loss for both years is attributable to accrued mortgage interest not
payable currently by Genesee Commons Associates, Kingston Property Associates,
and Unity Park Associates.   The mortgages owed by these Operating
Partnerships are held by a quasi-governmental state agency.  The mortgages
provide for the partial payment of interest based on cash flow from
operations.  Any unpaid balance is being accrued and will be paid from
future cash flow, or at maturity.  The General Partners feel that continual
interest accruals could adversely affect the residual value of these three
properties.  In 1995, Unity Park Associates and Genesee Commons Associates
secured additional funds which were incorporated into the current loan
balance.  These funds were used for structural repairs and upgrades which the
General Partner feels will increase the Operating Partnerships' future
residual values.  The General Partners of both the Operating and Investment
Partnerships are reviewing further steps that can be taken to improve
operations and increase residual value thus minimizing any potential long-term
negative impact.  The Operating General Partners have funded the majority of
the balance of the net loss.   

                                    19<PAGE>
      For the tax years ended December 31, 1995 and 1994, the Series, in
total, generated $1,902,699 and $2,148,482, respectively, in passive income
tax losses that were passed through to the investors, and also provided $1.40
per year for 1995 and 1994 in tax credits per BAC to the investors.

      (Series 2).  As of March 31, 1996 and 1995, the Qualified Occupancy for
the series was 99.8% and 97.6%, respectively.  The Series had a total of 8
properties at March 31, 1996.  Out of the total, 7 were at 100% qualified
occupancy.
      
      For the years ended December 31, 1995 and 1994 Series 2 reflects a net
loss from Operating Partnerships of $969,800 and $575,338, respectively,
adjusted for depreciation which is a non-cash item.  Annadale Housing Partners
has reported net losses due to operational issues associated with the
property.  The partnership has begun to stabilize since the completion of
rehabilitation.  Occupancy has steadily improved and the Operating General
Partner, Annadale Housing Corporation, anticipates full stabilization by the
second quarter of 1996.

      For the tax years ended December 31, 1995 and 1994, the Series, in
total, generated $624,618 and $628,438, respectively, in passive income tax
losses that were passed through to the investors, and also provided $1.04 per
year for 1995 and 1994 in tax credits per BAC to the investors.  

      (Series 3).  As of March 31, 1996 and 1995, the Qualified Occupancy for
the Series was 99.8% and 99.6%, respectively.  The Series had a total of 33
properties at March 31, 1996.  Out of the total, 32 were at 100% qualified
occupancy. 
      
      For the years ended December 31, 1995 and 1994 Series 3 reflects a net
loss from Operating Partnerships of $257,966 and $624,870, respectively,
adjusted for depreciation which is a non-cash item. 

      The General Partner is closely monitoring the operations of Hidden Cove
Associates and Lincoln Hotel Associates in an effort to improve the overall
results of operations of the series.

     Hidden Cove Associates, which had been experiencing fluctuating
vacancies, is stabilizing through effective tenant screening and management. 
The operating general partner is in the process of replacing the management
agency and implementing a capital improvement program.

     Lincoln Hotel Associates has negotiated a debt restructure in order to
improve future operating results.  The original Operating General Partners
have been removed and replaced by an Operating General Partner who is not
affiliated with the original Operating General Partners.

      For the tax years ended December 31, 1995 and 1994, the Series, in
total, generated $2,973,777 and $2,494,468, respectively, in passive income
tax losses that were passed through to the investors, and also provided $1.27
and $1.28, respectively, in tax credits per BAC to the investors.


                                    20<PAGE>
      (Series 4).  As of March 31, 1996 and 1995, the Qualified Occupancy for
the series was 100% and 99.9%, respectively.  The Series had a total of 25
properties at March 31, 1996, which were all at 100% qualified occupancy.
      
      For the years ended December 31, 1995 and  1994 Series 4 reflects a net
loss from Operating Partnerships of $576,979 and $1,628,978 respectively,
adjusted for depreciation which is a non-cash item.  The decrease in loss
between 1994 and 1995 is due to an auditor's adjustment for an incorrectly
recorded interest reduction subsidy on Unity Park Associates.  The adjustment
was for the four plus years ended December 31, 1994.  Unity Park Associates
reflects a net loss which is attributable to accrued mortgage interest which
is not payable currently under the terms of its mortgage.  The mortgage owed
by this Operating Partnership is held by a quasi-governmental state agency. 
The mortgage provides for the partial payment of interest based on cash flow
from operations.  Any unpaid balance is being accrued and will be paid from
future cash flow, or at maturity.  The General Partner feels that continual
interest accruals could adversely affect the residual value of the property.
In 1995, Unity Park Associates secured additional funds which were
incorporated into the current loan balance.  These funds were used for
structural repairs and upgrades which the General Partner feels will increase
the future residual value.  The Operating General Partners and the General
Partner are reviewing further steps that can be taken to improve operations
and increase residual value to minimize any potential long-term negative
impact.  The Operating General Partners have funded the majority of the
balance of the net loss.

      In October of 1995, the General Partner discovered that the Operating
General Partner of Van Dyck Estates XVI had collateralized the property in
violation of the partnership agreement.  Though this property maintains 100%
occupancy, continues to operate profitably, and generates tax credits in line
with the Partnership's projections, an unaffiliated lending institution has
initiated foreclosure proceedings.  The General Partner and their counsel
feel that the institution will not prevail.  The General Partner has removed
the Operating General Partner and his affiliated management agent, and is
moving to protect the Partnership's limited partnership interest.  The
partnership is in arrears on real estate taxes and the new Operating General
Partner is in the process of arranging a payment plan.

      For the tax years ended December 31, 1995 and 1994, the Series, in
total, generated $2,380,747 and $2,736,085, respectively, in passive income
tax losses that were passed through to the investors, and also provided $1.22
per year for 1995 and 1994 in tax credits per BAC to the investors.

      (Series 5).  As of March 31, 1996 and 1995, the Qualified Occupancy for
the Series was 99.6% and 99%, respectively.  The Series had a total of 5
properties at March 31, 1996.  Out of the total, 4 were at 100% qualified
occupancy.

      For the years ended December 31, 1995 and 1994 Series 5 reflects a net
loss of $967,296 and $600,790, respectively, from Operating Partnerships,
adjusted for depreciation which is a non-cash item.  Annadale Housing Partners
has reported net losses due to operational issues associated with the



                                    21<PAGE>
property.  The partnership has begun to stabilize since the completion of
rehabilitation.  Occupancy has steadily improved and the Operating General
Partner, Annadale Housing Corporation, anticipates full stabilization by the
second quarter of 1996.

      For the tax years ended December 31, 1995 and 1994, the Series, in
total, generated $275,128 and $351,277, respectively, in passive income tax
losses that were passed through to the investors, and also provided $1.06 and
$1.05, respectively, in tax credits per BAC to the investors.  

      (Series 6).  As of March 31, 1996 and 1995, the Qualified Occupancy for
the series was 99.5% and 99.4%, respectively.  The Series had a total of 15
properties at March 31, 1996.  Out of the total, 14 were at 100% qualified
occupancy.

      For the years ended December 31, 1995 and 1994 Series 6 reflects a net
income from Operating Partnerships of $449,188 and $370,978 respectively,
adjusted for depreciation which is a non-cash item.  For the tax year ended
December 31, 1995 and 1994, the Series, in total, generated $403,133 and
$619,686, respectively, in passive income tax losses that were passed through
to the investors, and also provided $1.29 per year for 1995 and 1994 in tax
credits per BAC to the investors.

Recent Accounting Statements Not Yet Adopted
- --------------------------------------------
      In March 1995, the FASB issued SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed Of." 
SFAS No. 121 is effective for financial statements issued for fiscal years
beginning after December 15, 1995, with earlier application permitted.  SFAS
No. 121 addresses the accounting for long-lived assets and certain
identifiable intangibles to be held and used by an entity to be reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable.  The partnership will
adopt SFAS No. 121 on April 1, 1996, as required.  Adopting SFAS No. 121 is
not expected to have a significant effect on the partnership's financial
statements.

Item 8.      Financial Statements and Supplementary Data

      The information required by this item is contained in Part IV, Item 14
of this Annual Report on Form 10-K.  



Item 9.      Changes in and Disagreements with Accountants on Accounting and
             Financial Disclosure

             None.                            





                                    22<PAGE>
                            PART III
                            --------
                                       
Item 10.     Directors and Executive Officers of the Partnership

      (a), (b), (c), (d) and (e)

      The Partnership has no directors or executives officers of its own.  The
following biographical information is presented for the partners of the
General Partners and affiliates of those partners (including Boston Capital
Partners, Inc. ("Boston Capital")) with principal responsibility for the
Partnership's affairs.

Herbert F. Collins, age 65, is co-founder and Chairman of the Board of Boston
Capital Partners, Inc. During 1990 and 1991 he served as Chairman of the Board
of Directors for the Federal Home Loan Bank of Boston, a 314-member,
$12-billion central bank in New England which is part of the Federal Home Loan
Bank System. Mr. Collins is co-founder and serves as Chairman-Emeritus of the
Council for Rural Housing and Development, a 300-member organization including
14 state associations formed to encourage the development of rural housing
nationwide. He serves as Chairman of the Massachusetts Housing Policy
Commission, created by the Governor of the Commonwealth of Massachusetts and
the Secretary of the Executive Office of Communities & Development, to
assess the current status and recommend future housing policy for the
Commonwealth. Additionally, he serves as a Member of the Board of Directors,
of the Metropolitan Boston Housing Partnership, an organization dedicated to
the renewal of housing through rehabilitation and community involvement. He
served on the Mitchell-Danforth Task Force, which helped structure the 1990
tax credit legislation. In addition, Mr. Collins is a past director of the
National Leased Housing Association, past chairman of the Rural Development
Committee, and is a member of the National Rural Housing Council. Currently,
Mr. Collins is a Board member of the National Housing Conference. Prior to
co-founding Boston Capital, Mr. Collins served as Vice President and Director
of Marketing at ECS Corporation and the Advanced Research Corporation, and was
the Product Marketing Manager at Raytheon Corporation. Mr. Collins graduated
from Harvard College and attended the Advanced Management Program, Harbridge 
House, Boston.   
 
John P. Manning, age 47, is co-founder, President and Chief Executive Officer
of Boston Capital Partners, Inc., and serves as member of the Investment
Committee. Mr. Manning is Chairman of the Affordable Housing Tax Credit
Coalition and is member of the Board of Directors of the National Leased
Housing Association, two Washington, D.C.-based organizations. He also serves
on the Board of Advisors for the Housing Development Reporter. He served as a
Member of the Massachusetts Housing Policy Commission, Executive Office of
Communities & Development, appointed by the Governor of the Commonwealth of 
Massachusetts. He was named by U.S. Senate Majority Leader George Mitchell to
the Mitchell-Danforth Task Force, which helped structure the 1990 tax credit
legislation. In similar capacities, Mr. Manning has been asked by the U.S.
House Ways and Means Committee and by the U.S. Senate Finance Committee to
represent the affordable housing industry as an expert on the efficacy of the


                                    23<PAGE>
low income housing tax credit and its effect on capital markets and the
economy. Prior to co-founding Boston Capital in 1974, Mr. Manning was the
Eastern Regional Vice President of Western Diversified Equities, a Beverly
Hills-based real estate development firm, and was an Investment Manager at the
Industrial National Bank in Providence. In 1995, President Clinton appointed
Mr. Manning a Member of the Advisory Committee on the Arts (John F. Kennedy
Center for the Performing Arts). Mr. Manning graduated from Boston College.   
 
Richard J. DeAgazio, age 51, is Executive Vice President of Boston Capital
Partners, Inc., and is President of Boston Capital Services, Inc., Boston
Capital's NASD registered broker/dealer. Mr. DeAgazio formally served on the
national Board of Governors of the National Association of Securities Dealers
(NASD), was the Vice Chairman of the NASD's District 11 Committee, and serves
as Chairman of the NASD's Statutory Disqualification Subcommittee of the
National Business Conduct Committee. He also serves on the NASD State Liaison
Committee and the Direct Participation Program Committee. He is a founder and
past President of the National Real Estate Investment Association, past
President of the Real Estate Securities and Syndication Institute
(Massachusetts Chapter) and the Real Estate Investment Association. Prior to
joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and
Director of the Brokerage Division of Dresdner Securities (USA), Inc., an
international investment banking firm owned by four major European banks, and
was a Vice President of Burgess & Leith/Advest. He has been a member of the
Boston Stock Exchange since 1967. He graduated from Northeastern University.   
 
Christopher W. Collins, age 41, is an Executive Vice President and a principal
of Boston Capital Partners, Inc., and is responsible for, among other areas,
overseeing the investment portfolio of funds sponsored by Boston Capital and
the acquisition of real estate investments on behalf of such funds. Mr.
Collins has had extensive experience in real estate development activities,
having founded and directed the American Development Group, a comprehensive
real estate development firm, and has also had extensive experience in the
area of acquiring real estate investments. He is on the Board of Directors of
the National Multi-Housing Council and a member of the Massachusetts Housing
Finance Agency Multi-Family Advisory Committee. He graduated from the
University of New Hampshire.   

Anthony A. Nickas, age 35, is Senior Vice President and Chief Financial
Officer of Boston Capital Partners, Inc. and has over twelve years experience
in the accounting and finance fields. Mr. Nickas has supervised the financial
aspects of both the Project Development and Property Management Affiliates.
Prior to joining Boston Capital in 1987, he was Assistant Director of
Accounting and Financial Reporting for the Yankee Companies, Inc., and was an
Audit Supervisor for Wolf & Company of Massachusetts, P.C., a regional
certified public accounting firm based in Boston. He graduated with honors
from Norwich University.   


      (f)    Involvement in certain legal proceedings.
             None.  

      (g)    Promoters and control persons.  
             None.
                                    24<PAGE>
Item 11.     Executive Compensation

      (a), (b), (c), (d) and (e)

      The Partnership has no officers or directors.  However, under the
terms of the Amended and Restated Agreement and Certificate of Limited
Partnership of the Partnership, the Partnership has paid or accrued
obligations to the General Partner and its affiliates for the following
fees during the 1996 fiscal year:

      1.     An annual partnership management fee based on 0.375% of the
             aggregate cost of all apartment complexes acquired by the
             Operating Partnerships has been accrued as payable to Boston
             Capital Communications Limited Partnership.  The annual
             partnership management fees accrued during the year ended March
             31, 1996 was $914,708.  Accrued fees are payable without interest
             as sufficient funds become available.
            

      2.     The Partnership has reimbursed an affiliate of the General
             Partner a total of $29,272 for amounts charged to
             operations during the year ended March 31, 1996.  The
             reimbursement includes, but may not be limited to postage,
             printing, travel, and overhead allocations.
                                  
Item 12.     Security Ownership of Certain Beneficial Owners and
             Management

      (a)    Security ownership of certain beneficial owners.  
      
      As of March 31, 1996, 9,800,600 BACs had been issued.  No person
      is known to own beneficially in excess of 5% of the outstanding
      BACs in any series.

      (b)    Security ownership of management.  

      The General Partner has a 1% interest in all Profits, Losses,
      Credits and distributions of the Partnership.  The Partnership's
      response to Item 12(a) is incorporated herein by reference.  

      (c)    Changes in control.  

      There exists no arrangement known to the Partnership the operation
      of which may at a subsequent date result in a change in control of
      the Partnership.  There is a provision in the Limited Partnership
      Agreement which allows, under certain circumstances, the ability
      to change control.






                                    25<PAGE>
Item 13.     Certain Relationships and Related Transactions

      (a)    Transactions with management and others.  

      The Partnership has no officers or directors.  However, under the
      terms of the public offering, various kinds of compensation and
      fees are payable to the General Partner and its Affiliates during
      the organization and operation of the Partnership.  Additionally,
      the General Partner will receive distributions from the
      partnership if there is cash available for distribution or
      residual proceeds as defined in the Partnership Agreement.  The
      amounts and kinds of compensation and fees are described on pages
      32 to 33 of the Prospectus under the caption "Compensation and
      Fees", which is incorporated herein by reference.  See Note B of
      Notes to Financial Statements in Item 14 of this Annual Report on
      Form  10-K for amounts accrued or paid to the General Partner and
      its affiliates during the period from April 1, 1995 through
      March 31, 1996.  

      (b)    Certain business relationships.  

      The Partnership response to Item 13(a) is incorporated herein by
      reference.  

      (c)    Indebtedness of management.  

      None.  

      (d)    Transactions with promoters.  

      Not applicable.  






















                                    26<PAGE>
                                   PART IV
                                   -------
Item 14.     Exhibits, Financial Statement Schedules, and Reports on
             Form 8-K

             (a)    1.  Financial Statements 
                        --------------------
             Independent Auditors' Report              

             Balance Sheets, March 31, 1996 and 1995

             Statements of Operations, Years ended March 31, 1996, 1995,
             and 1994

             Statements of Changes in Partners' Capital, Years ended
             March 31, 1996, 1995, and 1994

             Statements of Cash Flows, Years ended March 31, 1996, 1995,
             and 1994 

             Notes to Financial Statements, March 31, 1996, 1995, and
             1994


             (a)    2.  Financial Statement Schedules
                        -----------------------------
             Schedule III - Real Estate and Accumulated Depreciation

             Notes to Schedule III 

             Schedules not listed are omitted because of the absence of
             the conditions under which they are required or because the
             information is included in the financial statements or the
             notes hereto.

             (a)    3.  Exhibits (listed according to the number
             assigned in the table in Item 601 of Regulation S-K)

                    Exhibit No. 3 - Organization Documents

                    a.     Certificate of Limited Partnership of
                    Boston Capital Tax Credit Fund Limited Partnership. 
                    (Incorporated by reference from Exhibit 3 to the
                    Partnership's Registration Statement No. 33-22505
                    on Form S-11 as filed with the Securities and
                    Exchange Commission on June 20, 1988.)

                    Exhibit No. 4 - Instruments defining the rights of
                    security holders, including indentures.  




                                    27<PAGE>
                    a.     Agreement of Limited Partnership of Boston
                    Capital Tax Credit Fund Limited Partnership. 
                    (Incorporated by reference from Exhibit 4 to
                    Amendment No. 1 to the Partnership's Registration
                    Statement No. 33-22505 on Form S-11 as filed with
                    the Securities and Exchange Commission on August    
                    25, 1988.)

                    Exhibit No. 10 - Material contracts.  

                    a.     Beneficial Assignee Certificate.   
                    (Incorporated by reference from Exhibit 10A to
                    Amendment No. 1 to the Partnership's Registration
                    Statement No. 33-22505 on Form S-11 as filed with
                    the Securities and Exchange Commission on August 25,
                    1988.)                      
                           
      (b)    Reports on Form 8-K
             -------------------
             There were no reports on Form 8-K filed during the
             quarter ended March 31, 1996.

      (c)    Exhibits
             --------
             The list of exhibits required by Item 601 of Regulation S-K
             is included in Item 14(a)(3).  

      (d)    Financial Statement Schedules
             -----------------------------
             See Item 14(a) 1 and 2 above.  

      (e)    Independent Auditors' Reports of Operating Limited
             Partnerships




















                                    28<PAGE>
                                  SIGNATURES
                                  ----------
      Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.  

                           Boston Capital Tax Credit Fund Limited
                           Partnership

                  By:            Boston Capital Associates Limited
                                 Partnership, General Partner

                  By:            Boston Capital Associates



Date: July 2, 1996                   By:/s/ John P. Manning       
                                        ---------------------------- 
                                        John P. Manning


                                     By:/s/ Herbert F. Collins    
                                        ----------------------------
                                        Herbert F. Collins

    Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Partnership and in the capacities and on the dates
indicated:

     
DATE:             SIGNATURE:                   TITLE:
                  

July 2, 1996   /s/ John P. Manning              General Partner and     
               ------------------------         Principal Executive
               John P. Manning                  Officer, Principal
                                                Financial Officer and
                                                Principal Accounting
                                                Officer of Boston
                                                Capital Associates

                  
              /s/ Herbert F. Collins            General Partner and
              --------------------------        Principal Executive
              Herbert F. Collins                Officer, Principal
                                                Financial Officer and
                                                Principal Accounting
                                                Officer of Boston
                                                Capital Associates
                                       


                                    29<PAGE>
                  
  



















                     FINANCIAL STATEMENTS AND
                   INDEPENDENT AUDITORS' REPORT

                  BOSTON CAPITAL TAX CREDIT FUND
                      LIMITED PARTNERSHIP -
                    SERIES 1 THROUGH SERIES 6

                     MARCH 31, 1996 AND 1995<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership
                    Series 1 through Series 6

                        TABLE OF CONTENTS



                                                                   PAGE


INDEPENDENT AUDITORS' REPORT                                        F-3


FINANCIAL STATEMENTS


    BALANCE SHEETS                                                  F-5


    STATEMENTS OF OPERATIONS                                       F-12


    STATEMENTS OF CHANGES IN PARTNERS' CAPITAL                     F-19


    STATEMENTS OF CASH FLOWS                                       F-23


    NOTES TO FINANCIAL STATEMENTS                                  F-37


    SCHEDULE III - REAL ESTATE AND ACCUMULATED
      DEPRECIATION                                                 F-66    
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  Schedules not listed are omitted because of the absence of the conditions
  under which they are required or because the information is included in the
    financial statements or the notes thereto.<PAGE>
                              
                  Reznick Fedder & Silverman
     Certified Public Accountants * Business Consultants
                  A Professional Corporation
                               
  4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319
             (301) 652-9100 * Fax (301) 652-1848
                                
  
                  INDEPENDENT AUDITORS' REPORT


To the Partners
Boston Capital Tax Credit Fund
  Limited Partnership


       We have audited the accompanying balance sheets of Boston Capital
Tax Credit Fund Limited Partnership - Series 1 through Series 6, in total
and for each series, as of March 31, 1996 and 1995, and the related
statements of operations, changes in partners' capital (deficit) and cash
flows for the total partnership and for each of the series for each of the
three years in the period ended March 31, 1996. These financial statements
are the responsibility of the partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits. 
We did not audit the financial statements of certain operating partnerships
in which Boston Capital Tax Credit Fund Limited Partnership owns a limited
partnership interest.  Investments in such partnerships comprise the
following percentages of the assets as of March 31, 1996 and 1995, and the
limited partnership loss for each of the three years in the period ended
March 31, 1996: Total 31% and 24% of the assets and 19%, 15% and 19% of the
partnership loss; Series 1, 0% and 15% of the assets and 0%, 8% and 21% of
the partnership loss; Series 2, 28% and 32% of the assets and 29%, 16% and
13% of the partnership loss; Series 3, 27% and 29% of the assets and 18%,
20% and 22% of the partnership loss; Series 4, 43% and 20% of the assets and
22%, 13% and 21% of the partnership loss; Series 5, 3% and 0% of the assets
and 3%, 0% and 42% of the partnership loss; and Series 6, 29% and 27% of the
assets and 32%, 20% and 16% of the partnership loss. The financial
statements of these partnerships were audited by other auditors, whose
reports have been furnished to us, and our opinion, insofar as it relates to
information relating to these partnerships, is based solely on the reports
of the other auditors.

       We conducted our audits in accordance with generally accepted
auditing standards.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material  misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits and
the reports of the other auditors provide a reasonable basis for our
opinion.

       In our opinion, based on our audits and the reports of other
auditors, the financial statements referred to above present fairly, in all
material respects, the financial position of Boston Capital Tax Credit Fund
Limited Partnership - Series 1 through Series 6, in total and for each
series, as of March 31, 1996 and 1995, and the results of their operations
and their cash flows for the total partnership and for each of the series
for each of the three years in the period ended March 31, 1996, in
conformity with generally accepted accounting principles.

                             - F-3 -<PAGE>
       We and other auditors have also audited the information included in
the related financial statement schedule listed in Form 10-K item 14(a) of
Boston Capital Tax Credit Fund Limited Partnership - Series 1 through Series
6 as of March 31, 1996.  In our opinion, the schedule presents fairly the
information required to be set forth therein, in conformity with generally
accepted accounting principles.






Bethesda, Maryland
June 28, 1996















































                             - F-4 -<PAGE>
MCGLADREY&PULLEN, LLP
Certified Public Accountants and Consultants

INDEPENDENT AUDITOR'S REPORT


To the Partners
Apple Hill Limited Partnership
Greensboro, North Carolina

We have audited the accompanying balance sheets of Apple FEII Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
income, partners' equity (deficit), and cash flows for the years then ended. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Apple Hill Limited
Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Govemment Auditing Standards, we have also issued a report
dated January 23, 1996 on our consideration of Apple Hill Limited
Partnership's internal control structure and a report dated January 23, 1996
on its compliance with laws and regulations.






Greensboro, North Carolina
January 23, 1996

<PAGE>
JAMES KNUTZEN & ASSOCIATES
C.P.A:S. P.A.



To the Partners of
Briarwood Apartments of Vero Beach, Ltd.
Page Two

In accordance with Government Auditing Standards, we have also issued a report
dated February 15, 1996 on our consideration of Briarwood Apartments of Vero
Beach, Ltd.Is internal control structure and a report dated February 15, 1996
on its compliance with laws and regulations.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The additional information on pages
14-17 is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.



James Knutzbn & Associates, C.P.A.'s, P.A.
Jacksonville, Florida
February 15, 1996








                                    2


JAMIES KNUTZEN & ASSOCIATES, C.PA's, PA.
SUITE 230
3100 UNIVERSITY BOULEVARD SOUTH
JACKSONVILLE, FLORIDA 32216
(904) 725-5832 FAX (904) 727-6835

James Knutzen, C.Rk. M.B.A.
Cliristina E. Gibson, C.P.A.
Raju lyer, C.PA
Gregory Korn.  C.PA
Todd Middlemas, C.P.A
Wilson Trammell, C.P.A

INDEPENDENT AUDITORS' REPORT

MEMBER OF
AMERICAN AND FLORIDA
INSTTRUTES OF
CERT7FIED PUBLIC ACCOUNTANTS






To the Partners of
Briarwood Apartments of Vero Beach, Ltd.


We have audited the accompanying balance sheets of Briarwood Apartments of
Vero Beach, Ltd. (a Florida Limited Partnership), FMHA Project
No.:09-31-592834977 as of December 31, 1995 and 1994, and the related
statements of operations, partners equity and cash flows for the years then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Briarwood Apartments of Vero
Beach, Ltd. (a Florida Limited Partnership) as of December 31, 1995 and 1994,
and the results of its operations, partners' equity, and cash flows for the
years then ended in conformity with generally accepted accounting principles.
<PAGE>
NOVOGRADAC & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS


                                                                        
MICHAEL J. NOVOGRADAC
RICHARD B. HUTCHINS
JON E. KRABBENSCHMIDT
HARRY ABRAM
WALTER C. McGILL, JR
SCOTT J. HUBBARD
STEPHEN B. TRACY

ATLANTA
LOS ANGELES
PORTLAND
SAN FRANCISCO


Report of Independent Auditors


To the General Partner
Haven Park Partners III, A California Limited Partnership

We have audited the accompanying balance sheet of Haven Park Partners III, A
California Limited Partnership as of December 31, 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the aucht to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Haven Park Partners III, A
California Limited Partnership as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.




February 16, 1996



425 MARKET STREET 7TH FLOOR SAN FRANCISCO CALIFORNIA 94105
TELEPHONE (415) 356-8000 FACSIMILE (415) 356-8001

JOYCE E. RETHMEIER
CERTIFIED PUBLIC ACCOUNTANT


INDEPENDENT AUDITOR'S REPORT


To the Partners
Redondo Associates.  Ltd.


I have audited the accompanying balance sheets of Redondo Associates, Ltd. (a
limited partnership), FMHA Case No.04013-953603409, as of December 31, 1995
and 1994, and tile related statements of operations, changes in partners'
equity (deficit), and cash flows for the years then ended.  These financial
statements are the responsibility of tile Pamiersliip's management.  My
responsibility is to express an opinion on these financial statements based on
my audits.


I conducted my audits in accordance with generally accepted auditing standards
and Govemment Auditing Standards issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing tile accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation.  I believe that my audits provide a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Redondo Associates, Ltd. as
of December 3 1, 1995 and -1994, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
 accounting principles.

In accordance with Government Auditine Standards, I have also issued a report
dated January 26, 1996 on my consideration of Redondo Associates, Ltd.'s
internal control structure and a report dated January 26, 1996 on its
compliance with laws and regulations.




January 26, 1996








11770 Bernardo Plaza Court, Suite 300, San Diego, CA 92128
Member of American Institute of Certified Public Accountants
California Society of Certified Public Accountants
Tel (619) 485-6400 Fax (619) 485-6866

<PAGE>
NOVOGRADAC & COMPANY LLP
CERTIFIED PUBLIC ACCOUNTANTS


                                                                        
MICHAEL J. NOVOGRADAC
RICHARD B. HUTCHINS
JON E. KRABBENSCHMIDT
HARRY ABRAM
WALTER C. McGILL, JR
SCOTT J. HUBBARD
STEPHEN B. TRACY

ATLANTA
LOS ANGELES
PORTLAND
SAN FRANCISCO


Report of Independent Auditors

To the General Partner
Haven Park Partners IV, A California Limited Partnership

We have audited the accompanying balance sheet of Haven Park Partners IV, A
California Limited Partnership as of December 31, 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial ini
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Haven Park Partners IV, A
Califo@a Limited Partnership as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.




February 16, 1996








425 MARKET STREET 7TH FLOOR SAN FRANCISCO CALIFORNIA 94105 TELEPHONE
(415)
356-8000 FACSIMILE (415) 356-8001

 <PAGE>
ROBERT G. CLAPHAM
ACCOUNTANCY CORPORATION
Certified Public Accountants
7440 North FiSucroa
LAn Angeles, Cagoniia 90041
(213) 259-5066

February 19, 1996

To the Partners of
Mecca Apartments
Limited Partnership


Independent Auditor's Report

We have audited the accompanying balance sheets of Mecca Apartments Limited
Partnership, as of December 31, 1995, and 1994, and the related statements of
income, changes in partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the project's management.
our responsibility is to express an opinion on the financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards, and Government Auditing Standards issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the fianancial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. we believe that our audit provides a
reasonable basis for our opionion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mecca Apartments Limited
Partnership, at December 31, 1995, and 1994, and the results of its operations
and changes in partners' capital and cash flows for the years then ended in
conformity with generally accepted accounting principles.

Our audit was conducted for the purposes of forming an opinion on the basic
financial statements taken as a whole.  The supporting information in the
report are presented for the purposes of additional analysis and are not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the
basic financial statements and, in our opinion, is fairly stated in all 
material respects in relation to the basic financial statements taken as a
whole.


ROBERT G. CLAPHAM
ACCOUNTANCY CORPORATION


President

 

<PAGE>
INDEPENDENT AUDITORS' REPORT


To the Partners of
128 Park Street Limited Partnership


We have audited the accompanying balance sheets of 128 Park Street Limited
Partnership (a Massachusetts limited partnership) as of December 31, 1994 and
1993, and the related statements of operations, partners' equity, and cash
flows for the years then ended.  These financial statements are the
responsibility of the general partner.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by the general partner, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 128 Park Street Limited
Partnership as of December 31, 1994 and 1993, and the results of its
operations, its changes in partners' equity and its cash flows for the years
then ended in conformity with generally accepted accounting principles.





January 9, 1995








7 WINTHROP SQUARE BOSTON, MASSACHUSETTS 02110-1256 
Phone (617) 542-8880 Fax (617) 542-8715





OTIS, ATWELL & TIMBERLAKE
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS

James C. Otis, C.P.A., CFP
Stephen W. Atwell, C.P.A.
Fred I. Timberlake, C.P.A.
Bruce E. Fritzson, C.P.A.
Thomas J. Gioia, C.P.A.

980 Forest Avenue
Portland, Maine 04103
(207) 797-8618


INDEPENDENT AUDITOR'S REPORT


The Partners
Belfast Birches Associates


We have audited the accompanying balance sheets of Belfast Birches Associates,
a limited partnership, RECD Case No. 23-014-010408162, as of December 31, 1995
and 1994, and the related statements of income, partners' equity and cash
flows for the years then ended.  These financial statements are the
responsibility of the partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Belfast Birches Associates as
of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended, in conformity with generally accepted
accounting principles.



Certified Public Accountants
January 16, 1996
Portland, Maine

CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION

56 COURT STREET P.O. BOX 705 KEENE, NEW HAMPSHIRE 03431 9 (603) 357-4882



To the Partners of
Pylex Housing Associates
(a Limited Partnership)


Independent Auditors' Report


We have audited the accompanying balance sheets of Fylex Housing Associates (a
Limited Partnership)(Case No.34-003-0020417485) as of December 31, 1995 and
1994, and the related statements of income and expense, partners, equity, and
cash flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fylex Housing Associates at
December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 1996 on our consideration of Fylex Housing Associates,
internal control structure and a report dated January 17, 1996 on its
compliance with laws and regulations.



January 17, 1996

<PAGE>
CHRISTENSEN, RUCKI & CO.
CERTIFIED PUBLIC ACCOUNTANTS
109 SOUTH MAIN STREET
SHERIDAN, WYOMING 82801

John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- -----------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.

Telephone
- ---------
Sheridan (307) 674-6609
Fax (307) 674-7017

                      



INDEPENDENT AUDITORS' REPORT


To the Partners
Jackson Apartments, A Limited Partnership Sheridan, Wyoming 82801

We have audited the accompanying balance sheets of Jackson Apartments, A
Limited Partnership, as of December 31, 1995 and 1994 and the related
statements of operations, partners equity and cash flows for the years then
ended.  These financial statements are the responsibility of Jackson
Apartments, A Limited Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Jackson Apartments, A Limited
Partnership as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 1996 on our consideration of Jackson Apartments, A Limited
Partnership's internal control structure and a report dated January 31, 1996
on its compliance with laws and regulations.


The accompanying supplementary information shown on page 15 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.





Christensen, Rucki & Co.
Certified Public Accountants

Sheridan, Wyoming
January 31, 1996
<PAGE>
ANDREWS & MILLER P.A.
DANIEL M. ANDREWS, CPA
E.F. (RICH) MILLER, JR., CPA

<PAGE>
Certified Public Accountants
8525 South Highway 441 o P.O. Box 491271
Leesburg, Florida 34749-1271 Telephone 904/326-
8001 Fax 904/326-8011

<PAGE>
INDEPENDENT AUDITORS' REPORT


To the Partners
Lake North Apartments II, Ltd.


We have audited the accompanying balance sheets of Lake North Apartments II,
Ltd. (a Florida limited partnership), FMHA Project No. 09-035-0592821600, as
of December 31, 1995 and 1994, and the related statements of operations,
partners' equity (deficit) and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's management.
our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  The audits include examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  The audits also include assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lake North Apartments II,
Ltd. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.



Leesburg, Florida
February 21, 1996








Members of American Institute of Certified Public Accountants / Florida
Institute of Certified Public Accountants

<PAGE>
CERTIFIED PUBLIC ACCOUNTANT

INDEPENDENT AUDITOR'S REPORT



To the Partners
Lakewood Terrace Limited Partnership
Boston, MA

I have audited the accompanying balance sheet of Lakewood Terrace Limited
Partnership (a Florida Limited Partnership) as of December 31, 1994 and 1993,
and the related statements of operations, changes in partners' equity, and
cash flows for the years then ended.  These financial statements are the
responsibility of Lakewood Terrace Limited Partnership's management.  My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards. 
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lakewood Terrace Limited
Partnership as of December 31, 1994 and 1993, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

My audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole.  The supplemental information included in the
report (shown on pages 15 to 16) is presented for purposes of additional
analysis and is not a required part of the basic financial statements.  Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in my opinion, is fairly stated, in all
material respects, in relation to the financial statements taken as a whole.


























March 23, 1995
7-be Wilcox Building
Penthouse Suite
42 Weybosset Street
Providence, Rbode Island 02903
Telepbone 401-,331-0210
Fax 401-421-6799

Charles Bailly & CompanyP.L.L.P.
Certified Public Accountants - Consultants




INDEPENDENT AUDITOR'S REPORT



The Partners
Maplewood Apartments, A Limited Partnership Fargo, North Dakota

We have audited the accompanying balance sheets of Maplewood Apartments, A
Limited Partnership, FMHA Project Number: 27-009-450408000, as of December 31,
1995 and 1994, and the related statements of operations, partners, equity and
cash flows for the years then ended.  These financial statements are the
responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Maplewood Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.





Fargo, North Dakota
January 19, 1996

<PAGE>
MORRISON AND SMITH
CERTIFIED PUBLIC ACCOUTANTS
1809 UNIVERSITY BOULEVARD
P.O BOX 020674
TUSCALOOSA, ALABAMA 35402-0647
205/349-2424
FAX 205/758-1740



CLAUD A. MORRISON. CPA. 
WILLIAM D. SMITH. 11. CPA  
G. LEVERT LAWRENCE. CPA.                          
G. ALAN HARTLEY. CPA.        
H. MACK HITT. CPA       
        --------
AICPA DIVISION FOR CPA FIRMS
BARRETT A. BURNS, CPA.       
JAMES F. RANDOLPH. CPA.     
TIMOTHY D. CROWE. CPA.
R. DANIEL SUTRER, CPA         
JOHN REESE PUGH, CPA.                 


                         

INDEPENDENT AUDITOR'S REPORT



To The Partners
Mound Plaza, LTD.
Moundville, Alabama

We have audited the accompanying balance sheets of Mound Plaza, LTD. as of
December 31, 1995 and 1994 and the related statements of operations, partners,
equity (deficit) and cash flows for the years then ended.  These financial
statements are the responsibility of the partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audits provide
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mound Plaza, LTD. as of
December 31, 1995 and 1994, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.




Certified Public Accountants
Tuscaloosa, Alabama
February 16, 1996


DAMRATOSKI & COMPANY
Certified Public Accountants

Corporate One West
Suite 350
1195 Washington Pike
Bridgeville, PA 15017

(412) 257-2882
(412) 257-2888 Fax    


Independent Auditor's Report



To The Partners
Queens Court Limited Partnership
Philadelphia, Pennsylvania

We have audited the accompanying balance sheets of Queens Court Limited
Partnership as of December 31, 1995 and 1994 and the related statements of
operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. 

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Queens Court Limited
Partnership, as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.   

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information on page 14
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all aterial respects in relation to
the basic financial statements taken as a whole.


Damratoski & Company
Certified Public Accountants




January 26, 1996

Page 1





MICHAEL SCZEKAN & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
7936 EAST ARAPAHOE COURT, SUITE 2800
ENGLEWOOD, CO 80115
TELEPHONE (303) 770-3356
FACSIMILE (303) 770-3357


INDEPENDENT AUDITOR'S REPORT



Government National Mortgage Association
Care of: Boatmen's National Mortgage Inc.
Memphis, TN

To the Partners of
Rainbow housing Associates, Ltd.
Yuma, Arizona


We have audited the accompanying Balance Sheet of Rainbow Housing Associates,
Ltd., FI-IA Project Number 123-94008 REF, as of December 31, 1995, and the
related statements of profit and loss, changes in project equity and cash
flows for the year then ended.  These financial statements are the
responsibility of the Project's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Govemment Auditing Standards issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rainbow Housing Associates,
Ltd., as of December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards , we have also issued a
report dated February 3, 1996, on our consideration of Rainbow Housing
Associates, Ltd.'s internal control structure and a report dated February 3,
1996, on its compliance with laws and regulations.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supporting data included in the report on
pages 15 through 23 is presented for the purposes of additional analysis and
are not a required part of the financial statements of Rainbow Housing
Associates, Ltd.  Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to
the financial statements taken as a whole.

Respectfully submitted,



Michael Sczekan & Co., P.C.
Certified Public Accountants

Englewood, Colorado
February 3, 1996

Page 1

Auditing, Accounting, Income Taxes, Consulting
Licensed CPAs... Colorado, Arizona, Michigan

<PAGE>
Bradley, Snipes, Gower & Associates, P.A.

CERTIFIED PUBLIC ACCOUNTANTS

Russell W. Bradley, CPA
Larry D. Snipes, CPA
Alton R. Gower, Jr., CPA

P.O. Box 1009
Dunn, North Carolina 283356 
(910) 892-6001

P.O. Box 1568  
Lillington, North Carolina 27546
(910) 893-6026       




Independent Auditors' Report



The Partners

Southport, Ltd. - Phase II Limited Partnership

We have audited the accompanying balance sheets of Southport, Ltd. - Phase II
Limited Partnership (a North Carolina Limited Partnership), as of December 31,
1995 and 1994, and the related statements of operations, partners' equity 
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of Southport, Ltd. - Phase II Limited Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion. Members/American Institute of Certified Public Accountants,
North Carolina Association of Certified Public Accountants.  In our opinion,
the financial statements referred to above present fairly, in all material
respects, the financial position of Southport, Ltd. - Phase II Limited
Partnership, as of December 31, 1995 and 1994, and the results of its
operations, the changes in partners' equity (deficit) and its cash flows for
the years then ended in conformity with generally accepted accounting
principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on Page
12 is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.

Respectfully submitted,

Bradley, Snipes, Gower
& Associates, P. A.
Dunn, North Carolina
January 18, 1996





                                   -2-
                                     <PAGE>
CHRISTENSEN, RUCKI & CO.
CERTIFIED PUBLIC ACCOUNTANTS
109 SOUTH MAIN STREET
SHERIDAN, WYOMING 82801

John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- -----------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.

Telephone
- ---------
Sheridan (307) 674-6609
Fax (307) 674-7017

                      



                   
INDEPENDENT AUDITORS' REPORT


To the Partners
Trinidad Apartments, A Limited Partnership Sheridan, Wyoming 82801

We have audited the accompanying balance sheets of Trinidad Apartments, A
Limited Partnership, as of December 31, 1995 and 1994 and the related
statements of operations, partners' equity and cash flows for the years then
ended.  These financial statements are the responsibility of Trinidad
Apartments, A Limited Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Trinidad Apartments, A
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 1996 on our consideration of Trinidad Apartments, A Limited
Partnership's internal control structure and a report dated January
31, 1996 on its compliance with laws and regulations.












The accompanying supplementary information shown on page 15 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.





Christensen, Rucki & Co.
Certified Public Accountants

Sheridan, Wyoming
January 31, 1996

<PAGE>
JOHN G. BURK AND ASSOCIATES

CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL CORPORATION

56 COURT STREET P.O. BOX 705 KEENE
NEW HAMPSHIRE 03431
(603) 357-4882




To the Partners of
Willow Street Associates
(a Limited Partnership)


Independent Auditors' Report


We have audited the accompanying balance sheets of Willow Street Associates (a
Limited Partnership)(Case No. 34-012-0020413965) as of December 31, 1995 and
1994, and the related statements of income and expense, partners, equity
(deficit), and cash flows for the years then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General
of the United States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Willow Street Associates (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, partners' equity (deficit) and its cash flows for the years then
ended in conformity with generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 11, 1996 on our consideration of Willow Street Associates'
internal control structure and a report dated January 11, 1996 on its
compliance with laws and regulations.






January 11, 1996

<PAGE>
Michael Sczekan & Co., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
8801 East Hampden Avenue, Suite 200
Denver, Colorado 80231
(303) 751-4656
Fax (303) 745-1156



INDEPENDENT AUDITOR'S REPORT

Government National Mortgage Association
Care of: Mellon Mortgage Co.
Cleveland, Ohio

To the Partners of
Rainbow housing Associates, Ltd.
Yuma, Arizona

We have audited the accompanying Balance Sheet of Rainbow Housing Associates,
Ltd., FHA Project Number 123-10545 REF, as of December 31, 1993, and the
related statements of profit and loss, changes in project equity and cash
flows for the year then ended.  These financial statements are the
responsibility of the Project's management.  Our responsibility is to express
an opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing and
Government Auditing Standards, issued by the Comptroller General of the United
States.  These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe our audit provides a reasonable basis for
our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Rainbow Housing Associates,
Ltd., as of December 31, 1993, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supporting data included in the report on
pages 15 through 23 are presented for the purposes of additional analysis and
are not a required part of the financial statements of Rainbow Housing
Associates, Ltd.  Such information has been subjected to the same auditing
procedures applied in the examination of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to
the financial statements taken as a whole.







Respectfully submitted,

Michael Sczekan & Co., P.C.
Certified Public Accountants


Member:    American Institute of CPA's and Colorado Society of CPA's




Independent Auditors' Report


To the Partners
Pedcor Investments 1988-IV, L.P.

We have audited the accompanying balance sheets of Pedcor Investments 1988-IV,
L.P. as of December 31, 1995 and 1994, and the related statements of loss,
partners' equity (deficit), and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pedcor Investments 1988-IV,
L.P. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

The accompanying information is presented for additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the same auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is presented fairly in all material
respects in relation to the basic financial statements taken as a whole.


Indianapolis, Indiana                     Dauby O'Connor & Zaleski, LLC
January 10, 1996                           Certified Public Accountants





CERTIFIED PUBLIC ACCOUNTANTS          Members:

Mahoney                               American Institute
Ulbrichii                             of Certified Public Accountants
Christiansen                          Minnesota Society
Russ P.A.                             of Certified Public Accountants  

Suite 800 Capital Centre
386 North Wabasha
Saint Paul, Minnesota 55102


The Partners
Paige Hall Limited Partnership
Minneapolis, Minnesota

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Paige Hall Limited
Partnership as of December 31, 1995, and the related statements of operations,
partners' capital and cash flows for the year then ended.  These financial
statements are the responsibility of the Partnership's management.  Our
responsibility is to express an opinion on these financial statements based on
our audit.  The financial statements and supplemental information of Paige
Hall Limited Partnership as Of December 31, 1994, were audited by other
auditors whose report dated January 17, 1995, expressed an unqualified report
on those financial statements and supplemental information.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Paige Hall Limited
Partnership as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.

Our audit was made for the purpose of forming an opinion on the basic 1995
financial statements taken as a whole.  The supplemental information on page 9
is presented for the purposes of additional analysis and is not a required
part of the basic 1995 financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic 1995
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic 1995 financial statements taken is a whole.


Saint Paul, Minnesota
January 18, 1996
<PAGE>
Allard, Allard, Triggs & Company, P.C.

CERTIFIED PUBLIC ACCOUNTANTS
259 PAGE BOULEVARD
SPRINGFIELD, MASSACHUSETTS 01104

TELEPHONE: (413) 785-1414
FAX: (413) 739-9618
COLLEEN E. ALLARD, C.P.A.
ROGER D. ALLARD, C.P.A.
BARRY W. CROWLEY, C.P.A.                               
MARTIN R. TRIGGS, C.P.A. - 1947-1980




INDEPENDENT AUDITORS' REPORT


To the Partners
Armory Square Limited Partnership

We have audited the accompanying balance sheets of Armory Square Limited
Partnership as of December 31, 1995 and 1994 and the related statements of
operations, partners' equity, and cash flows for the years then ended.  The
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on the financial statements based
on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Armory Square Limited
Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplementary
schedules on pages 13-15 are presented only for analysis purposes and are not
a required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements.  All information included in the schedules is the
representation of the management of Armory Square Limited Partnership.  We did
not become aware of any material modifications that should be made to this
supplementary information.








January 31, 1996


<PAGE>
CHRISTENSEN, RUCKI & CO.
CERTIFIED PUBLIC ACCOUNTANTS
109 SOUTH MAIN STREET
SHERIDAN, WYOMING 82801

John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- -----------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.

Telephone
- ---------
Sheridan (307) 674-6609
Fax (307) 674-7017

                      



INDEPENDENT AUDITORS' REPORT



To the Partners
Ault Apartments, A Limited Partnership 
Sheridan, Wyoming 82801

We have audited the accompanying balance sheets of Ault Apartments, A Limited
Partnership, as of December 31, 1995 and 1994 and the related statements of
operations, partners' equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of Ault Apartments,
A Limited Partnership's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Ault Apartments, A Limited
Partnership as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 1996 on our consideration of Ault Apartments, A Limited
Partnership's internal control structure and a report dated January 31, 1996
on its compliance with laws and regulations.


The accompanying supplementary information shown on page 15 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.





Christensen, Rucki & Co.
Certified Public Accountants

Sheridan, Wyoming
January 31, 1996

<PAGE>
CHRISTENSEN, RUCKI & CO.
CERTIFIED PUBLIC ACCOUNTANTS
109 SOUTH MAIN STREET
SHERIDAN, WYOMING 82801

John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- -----------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.

Telephone
- ---------
Sheridan (307) 674-6609
Fax (307) 674-7017

                      



INDEPENDENT AUDITORS' REPORT


To the Partners
Burlwood Apartments, A Limited Partnership 
Sheridan, Wyoming 82801

We have audited the accompanying balance sheets of Burlwood Apartments, A
Limited Partnership, as of December 31, 1995 and 1994 and the related
statements of operations, partners' equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility of
Burlwood Apartments, A Limited Partnership's management.  Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Burlwood Apartments, A
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 1996 on our consideration of Burlwood Apartments, A Limited
Partnership's internal control structure and a report dated January 31, 1996
on its compliance with laws and regulations.


The accompanying supplementary information shown on page 16 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.





Christensen, Rucki & Co.
Certified Public Accountants

Sheridan, Wyoming
January 31, 1996

<PAGE>
FREED MAXICK
- ---------
SACHS & MURPHY, PC
Certified Public Accountants

800 Liberty Building
Buffalo, NY 14202-3508

(716) 847-0069





INDEPENDENT AUDITOR'S REPORT

To Partners of
Cambria Commons Limited Partnership


We have audited the accompanying balance sheets of Cambria Commons Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, partners' capital, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cambria Commons Limited
Partnership at December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplementary information on page
10 is presented for purposes of additional analysis and is not a required part
of the basic financial statements.  The supplementary information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.




February 1, 1996


<PAGE>
                                                                       
CHRISTENSEN, RUCKI & CO.
CERTIFIED PUBLIC ACCOUNTANTS
109 SOUTH MAIN STREET
SHERIDAN, WYOMING 82801

John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- -----------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.

Telephone
- ---------
Sheridan (307) 674-6609
Fax (307) 674-7017

                 

INDEPENDENT AUDITORS' REPORT


To the Partners
Clearview Apartments, A Limited Partnership Sheridan
Wyoming 82801


We have audited the accompanying balance sheets of Clearview Apartments, A
Limited Partnership, as of December 31, 1995 and 1994 and the related
statements of operations, partners' equity and cash flows for the years then
ended.  These financial statements are the responsibility of Clearview
Apartments, A Limited Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Clearview Apartments, A
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 1996 on our consideration of Clearview Apartments, A Limited
Partnership's internal control structure and a report dated January 31, 1996
on its compliance with laws and regulations.


The accompanying supplementary information shown on page 15 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.





Christensen, Rucki & CO.
Certified Public Accountants

Sheridan, Wyoming
January 31, 1996


<PAGE>
LARSON, ALLEN, WEISHAIR & CO.
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT


Partners
Fuller Homes Limited Partnership
St. Paul, Minnesota


We have audited the accompanying balance sheets of Fuller Homes Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, partners' equity (deficit) and cash flows for the years then
ended.  These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Fuller Homes Limited
Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplemental
financial data included on pages 13 through 23 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements as a whole.



LARSON, ALLEN, WEISHAIR & CO., LLP
Saint Paul, Minnesota
January 23, 1996

<PAGE>
Malvin, Riggins & Company, P.C.


CERTIFIED PUBLIC ACCOUNTANTS

MEMBERS AMERICAN INSTITUTE OF CERTLFIED PUBLIC ACCOUNTANTS &
VIRGINIA SOCIETY
OF CERTIFIED PUBLIC ACCOUNTANTS



Page 4


Independent Auditor's Report


To the Partners
Landmark Limited Partnership

We have audited the accompanying balance sheets of Landmark Limited
Partnership (a limited partnership), VHDA Project No.: 88-01447-HF, as of
December 31, 1995 and 1994, and the related statements of loss, partners,
capital, and cash flows for the years then ended.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audit.


We conducted our audit in accordance with generally accepted auditing
standards and Goverment Auditing Standards issued by the Comptroller General
of the United States.  Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit provides
a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Landmark Limited Partnership
as of December 31, 1995 and 1994 and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.

In accordance with Government Auditing Standards, we have also issued reports
dated March 11, 1996 on our consideration of Landmark Limited Partnership's
internal control structure and on its compliance with laws and regulations.


FREDERICK B. MALVIN, CPA 
JOYCE RIGGINS SCHAFFER, CPA 
CAROLYN J. LUCKADOO, CPA
12350 Jefferson Ave.
Suite 160
Patrick Henry Corporate Center
Newport News, VA 23602
Telephone (804) 881-9600 
Facsimile (804) 881-9617

<PAGE>
Page 5


our audit was conducted for the purpose of forming an opinion on the basic 
financial statements taken as a whole.  The supplemental schedule, and
supporting data required by VHDA and prepared in accordance with VHDA
requirements, included in the report (shown on pages 20 and 21) are presented
for the purposes of additional analysis and are not a required part of the
basic financial statements.  Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements,
and in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.




                                    4

March 11, 1996

<PAGE>
CHRISTENSEN, RUCKI & CO.
CERTIFIED PUBLIC ACCOUNTANTS
109 SOUTH MAIN STREET
SHERIDAN, WYOMING 82801

John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- -----------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.

Telephone
- ---------
Sheridan (307) 674-6609
Fax (307) 674-7017

                 

INDEPENDENT AUDITORS' REPORT


To the Partners
Milliken Apartments, A Limited Partnership Sheridan, Wyoming 82801

We have audited the accompanying balance sheets of Milliken Apartments, A
Limited Partnership, as of December 31, 1995 and 1994 and the related
statements of operations, partners' deficit and cash flows for the years then
ended.  These financial statements are the responsibility of Milliken
Apartments, A Limited Partnership's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Milliken Apartments, A
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 1996 on our consideration of Milliken Anartments A Limited
Partnership's internal control structure and a report dated January 31, 1996
on its compliance with laws and regulations.

<PAGE>
The accompanying supplementary information shown on page 15 is presented for
purposes of additional analysis and is not a required part of the basic
financial statements.  Such information has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.




Christensen, Rucki & Co.
Certified Public Accountants

Sheridan, Wyoming
January 31, 1996

<PAGE>
LARSON, ALLEN, WEISHAIR & CO.
Certified Public Accountants


To The Partners
Montana Avenue Townhomes Limited Partnership
St. Paul, Minnesota


We have audited the accompanying balance sheets of Montana Avenue Townhomes
Limited Partnership as of December 31, 1995 and 1994, and the related
statements of operations, partners' equity (deficit) and cash flows for the
years then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Montana Avenue Townhomes
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The accompanying supplemental
financial data included on pages 13 through 24 is presented for purposes of
additional analysis and is not a required part of the basic financial
statements.  Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements as a whole.



LARSON, ALLEN, WEISHAIR & CO., LLP
Saint Paul, Minnesota
January 11, 1996

<PAGE>
Independent Auditors' Report



To the Partners of
Pedcor Investments 1988-VI, L.P.


We have audited the accompanying balance sheets of Pedcor Investments 1988-VI,
L.P. as of December 31, 1995 and 1994, and the related statements of loss,
partners' equity (deficit), and cash flows for the years then ended.  These
financial statements are the responsibility of the partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pedcor Investments 1988-VI,
L.P. as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.

The accompanying information is presented for additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the same auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is presented fairly in all material
respects in relation to the basic financial statements taken as a whole.


        
Indianapolis, Indiana                    Dauby O'Connor & Zaleski, LLC
January 8, 1996                          Certified Public Accountants

<PAGE>
Douglas A. Hollowell, P.C.
Certified Public Accountant
A Professional Corporation



309 County Street - Suite 100
P.O. Box 636
Portsmouth, Virginia 23705
Telephone: (804) 397-8425
1-800-858-8425
Fax # 393-1451

1500 W. Ehringhaus Street
P.O. Box 1387
Elizabeth City, North Carolina
27909
Telephone: (919) 335-7666
(919) 338-8021
Fax # 338-4148


Independent Auditor's Report



To the Partners
Shockoe Hill Associates II, L.P.
Richmond, Virginia


I have audited the accompanying balance sheet of Shockoe Hill Associates II,
L.P. as of December 31, 1995, and the related statements of income, partners'
capital, and cash flows for the year then ended.  These financial statements
are the responsibility of Shockoe Hill Associates II, L.P.Is management.  My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shockoe Hill Associates II,
L.P. as of December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

In accordance with Government Auditing Standards, I have also issued a report
dated January 22, 1996 on my consideration of Shockoe Hill Associates II,
L.P.Is internal control structure and a report dated January 22, 1996 on its
compliance with laws and regulations.

The accompanying supplementary information (shown on pages 13 to
22) is presented for purposes of additional analysis and is not a required
part of the basic financial statements.  Such information has been subjected
to the auditing procedures applied in the audit of the basic financial
statements and, in my opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.




DOUGLAS A. HOLLOWELL, P.C.

MEMBER OF:
THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

THE VIRGINIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

THE NORTH CAROLINA ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS

January 30, 1995

Page 1






Douglas A. Hollowell, P.C.
Certified Public Accountant
A Professional Corporation



309 County Street - Suite 100
P.O. Box 636
Portsmouth, Virginia 23705
Telephone: (804) 397-8425
1-800-858-8425
Fax # 393-1451

1500 W. Ehringhaus Street
P.O. Box 1387
Elizabeth City, North Carolina
27909
Telephone: (919) 335-7666
(919) 338-8021
Fax # 338-4148


Independent Auditor's Report



To the Partners

Shockoe Hill Associates II
A Virginia Limited Partnership
1705 East Main Street
Richmond, Virginia


I have audited the accompanying balance sheet of Shockoe Hill Associates II,
HUD Project No. 051-35393 (A Virginia Limited Partnership), as of December 31,
1994 and the related statements of income, expenses and changes in partners'
capital, and cash flows for the year then ended.  These financial statements
are the responsibility of the Partnership's management.  My responsibility is
to express an opinion on these financial statements based on my audit.

I corducted my audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, all
material respects, the financial position of Shockoe Hitt Associates II, as of
December 31, 1994, and the results of its operations, changes in partners'
capital, and cash flows for the year then ended in conformity with generally
accepted accounting principles.

My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supporting data included in the
report (shown on pages 15 to 20) are presented for the purposes of additional
analysis and are not a required part of the financial statements of Shockoe
Hilt Associates 11, L. P.. Such information has been subjected to the auditing
procedures applied in the audit of the financial statements and, in my
opinion, is fairly presented in all material respects in retati ial statements
taken as a whole.


                                          DOUGLAS A. HOLLOWELL, P.C.

MEMBER OF:
THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS

THE VIRGINIA SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

THE NORTH CAROLINA ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS

DOUGLAS A. HOLLOWELL, P.C.



                                  



Douglas A. Hollowell, P.C.
Certified Public Accountant
A Professional Corporation



309 County Street - Suite 100
P.O. Box 636
Portsmouth, Virginia 23705
Telephone: (804) 397-8425
1-800-858-8425
Fax # 393-1451

1500 W. Ehringhaus Street
P.O. Box 1387
Elizabeth City, North Carolina
27909
Telephone: (919) 335-7666
(919) 338-8021
Fax # 338-4148


The Partners

Shockoe Hilt Associates 11
A Virginia Limited Partnership 
1705 East Main Street
Richmond, Virginia 23219


I have audited the accompanying balance sheet of Shockoe Hitt Associates II,
HUD Project No. 051-35393 (A Virginia Limited Partnership), in which Boston
Capital Tax Credit Fund Limited Partnership is an investor limited partner, as
of December 31, 1993 and the related statements of income and expenses ard
changes in partners' equity and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's Management. 
My responsibility is to express an opinion on these financial statements based
on my audit.

I conducted my audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States.  Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a reasonable basis
for my opinion.

In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shockoe Hitt Associates II,
at December 31, 1993, and the results of its operations and the changes in
partners' equity and cash flows for the year then erxied in conformity with
generally accepted accounting principles.

In connection with my audit, I represent the following:

That I am aware that the financial statements of Shockoe Hitt Associates II
Limited Partnership which I have audited will be included in the financial
statements on which you will report, and that my report thereon will be
referred to in your report.

That I am independent of each partnership under the requirements of the
Securities and Exchange Commission.

That I am independent of each partnership under requirements of the American
Institute of Certified Public Accountants.




<PAGE>
NOVOGRADAC & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

Atlanta
Los Angeles
Portland
San Francisco

Michael J. Novogradac                                                   
Richard B. Hutchins
Jon E. Krabbenschmidt                                       
Harry Abram
Walter C. McGill, JR.
Scott J. Hubbard
Stephen B. Tracy

REPORT OF INDEPENDENT AUDITORS
- ------------------------------

To the General Partner
Haven Park Partners II, A California Limited Partnership

We have audited the accompanying balance sheet of Haven Park Partners II, A
California Limited Partnership as of December 31, 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Haven Park Partners II, A
California Limited Partnership as of December 31,1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.



February 16, 1996

<PAGE>
HOWE AND ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS

104 EAST BROADWAY
COLUMBIA, MO 65203

February 3, 1996

INDEPENDENT AUDITOR'S REPORT



Partners
BRIARWOOD ESTATES, L.P.
Re: For the Years Ended December 31, 1994 and December 31, 1995

We have audited the accompanying balance sheet and the related statements of
income, owners' equity, and cash flows for the years then ended.  These 
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amount and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position and results of operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.






Howe and Associates





HOWE AND ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS

104 EAST BROADWAY
COLUMBIA, MO 65203

February 21, 1996


INDEPENDENT AUDITOR'S REPORT


Partners
ELDON ESTATES, L.P.
Re: For the Years Ended December 31, 1994 and December 31, 1995

We have audited the accompanying balance sheet and the related statements of
income, owners equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amount and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position and results of operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.






Howe and Associates

<PAGE>
BORDMAN & WINNICK
CERTIFIED PUBLIC ACCOUNTANTS

7439 Middlebelt Road, Suite 3
West Bloomfield, Michigan 48322
(810) 851-5350
Facsimile (810) 851-9148

Myron H. Bordman, CPA
Rober T. Winnick, CPA
     ------------
Hedda Benenson, CPA



INDEPENDENT AUDITORS' REPORT


To The Partners of
Holland West Limited Partnership

We have audited the accompanying balance sheet of HUD Project No. 047-12001 of
Holland West Limited Partnership (a Michigan Partnership) as of December 31,
1995, and the related statements of operations, changes in partner's equity
and the statements of cash flows for the years ended December 31, 1995 and
December 31, 1994.  These financial statements are the responsibility of the
project's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General
of the United States.  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement.   An Audit includes examining on a test
basis, evidence supporting the amounts   and disclosures in the financial
statements.  An audit also includes assessing  the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit provides
a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUD Project No. 047-12001 as
of December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole.  The supporting data included in the report
(shown on pages 11 to 16) are presented for the purposes of additional
analysis and are not a required part of the financial statements of HUD
Project No. 047-12001.  Such information has been subject to the auditing
procedures applied in the audit of financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.


Bordman & Winnick
Certified Public Accountants
38-2900295

West Bloomfield, MI
January 29, 1996



HOWE AND ASSOCIATES
CERTIFIED PULIC ACCOUNTANTS

104 EAST BROADWAY
COLUMBIA, MO 65203

February 17, 1996

INDEPENDENT AUDITOR'S REPORT


Partners
KEARNEY PROPERTES II, L.P.
Re: For the Years Ended December 31, 1994 and December 31, 1995

We have audited the accompanying balance sheet and the related statements of
income, owners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position and results of operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.





Howe and Associates

<PAGE>
HOWE AND ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS

104 EAST BROADWAY 
COLUMBIA, MO 65203

February 12, 1996



INDEPENDENT AUDITOR'S REPORT


Partners
PLEASANT HILL PROPERTIES, L.P.
Re: For the Years Ended December 31, 1994 and December 31, 1995

We have audited the accompanying balance sheet and the related statements of
income, owners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.  We believe that our audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position and results of operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.





Howe and Associates

<PAGE>
COOPERS & LYBRAND

COOPERS & LYBRAND L.L.P.
a professional services firm



Report of Independent Accountants



<PAGE>
To the Partners
Sherburne Housing Redevelopment Company


We have audited the accompanying balance sheet of Sherburne Housing
Redevelopment Company (A Limited Partnership), as of December 31, 1995, and
the related statements of operations and partners' capital, and cash flows for
the year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.  The financial statements
of Sherburne Housing Redevelopment Company as of December 31, 1994, were
audited by other auditors whose report dated January 20, 1995, expressed an
unqualified opinion on those statements.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sherburne Housing
Redevelopment Company as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.

Rochester, New York
January 22, 1996






HOWE AND ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS

104 EAST BROADWAY
COLUMBIA, MO 65203

February 29, 1996

INDEPENDENT AUDITOR'S REPORT


Partners
SOCORRO PROPERTIES, LP.
Re: For the Years Ended December 31, 1994 and December 31, 1995

We have audited the accompanying balance sheet and the related statements of
income, owners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards and Governmental Auditing Standards, issued by the Comptroller
General of the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free from material misstatement.  An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position and results of operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.




Howe and Associates, PC












<PAGE>
HOWE AND ASSOCIATES
CERTIFIED PUBLIC ACCOUNTATS

104 EAST BROADWAY 
COLUMBIA, MO 65203

February 12, 1996

INDEPENDENT AUDITOR'S REPORT

Partners
WARRENSBURG PROPERTIES, LP.
Re: For the Years Ended December 31, 1994 and December 31, 1995

We have audited the accompanying balance sheet and the related statements of
income, owners' equity, and cash flows for the years then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
from material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position and results of operations and
cash flows for the years then ended in conformity with generally accepted
accounting principles.





Howe and Associates, PC




<PAGE>
NOVOGRADAC & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS

Atlanta
Los Angeles
Portland
San Francisco

Michael J. Novogradac                                                   
Richard B. Hutchins
Jon E. Krabbenschmidt                                       
Harry Abram
Walter C. McGill, JR.
Scott J. Hubbard
Stephen B. Tracy

REPORT OF INDEPENDENT AUDITORS
- ------------------------------

To the General Partner
Glenhaven Park Partners, A California Limited Partnership

We have audited the accompanying balance sheet of Glenhaven Park Partners, A
California Limited Partnership as of December 31, 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended.  These financial statements are the responsibility of the
Partnership's management.  Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Glenhave Park Partners, A
California Limited Partnership as of December 31,1995, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.



February 16, 1996
<PAGE>
LOUIS YOUNG C.P.A., INC.
2630 E. Ashlan 
Fresno, California  93726
(209) 224-5141

Louis Young, CPA
Jason Liao, CPA

INDEPENDENT AUDITOR'S REPORT
- ----------------------------

The Partners
Hacienda Villa Associates
Firebaugh, California

We have audited the accompanying balance sheet of Hacienda Villa Associates (A
Limited Partnership) as of December 31, 1995, and the related statements of
operations, partners' capital and cash flows for the year then ended.  These
financial statements are the responsibility of the Partnership's management. 
Our responsibility is to express an opinion on these financial statements
based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hacienda Villa Associates (a
Limited Partnership) as of December 31, 1995, and the results of its
operations and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.

Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole.  The supplemental information on pages
14 and 15 is presented for purposes of additional analysis and is not a
required part of the basic financial statements.  Such information has been
subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.


Louis Young CPA Inc.

Fresno, California
February 15, 1996
<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                          BALANCE SHEETS

                      March 31, 1996 and 1995



                                                             Total         
                                                             -----         
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                   $27,395,600$32,538,323

OTHER ASSETS
  Cash and cash equivalents (notes A and E)           280,931    409,285
  Other                                               518,065    464,703
                                                   ---------- ----------

                                                  $28,194,596$33,412,311
                                                   ========== ==========
                                                             

                 LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
  Accounts payable - affiliates (note B)          $ 3,696,067$ 2,716,873
                                                   ---------- ----------
                                                    3,696,067  2,716,873
                                                   ---------- ----------
PARTNERS' CAPITAL (note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 9,800,600 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 9,800,600 
    issued and outstanding at 
    March 31, 1996 and 1995                        25,103,457 31,238,397
  General Partner                                    (604,928)  (542,959)
                                                   ---------- ----------

                                                   24,498,529 30,695,438
                                                   ---------- ----------

                                                  $28,194,596$33,412,311
                                                   ========== ==========
                            (continued)

                              - F-5 -
<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                    BALANCE SHEETS - CONTINUED

                      March 31, 1996 and 1995


                                                             Series 1        
                                                             --------        
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                      $378,057   $760,753

OTHER ASSETS
  Cash and cash equivalents (notes A and E)            52,334     67,610
  Other                                                54,303     15,450
                                                      -------    -------

                                                     $484,694   $843,813
                                                      =======    =======
                                                             

            LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)


LIABILITIES
  Accounts payable - affiliates (note B)             $929,214   $708,350
                                                      -------    -------

                                                      929,214    708,350
                                                      -------    -------
PARTNERS' CAPITAL (DEFICIT)(note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 1,299,900 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 1,299,900
    issued and outstanding at 
    March 31, 1996 and 1995                          (326,851)   247,332
  General Partner                                    (117,669)  (111,869)
                                                      -------    -------

                                                     (444,520)   135,463
                                                      -------    -------

                                                     $484,694   $843,813
                                                      =======    =======

                            (continued)

                              - F-6 -<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                    BALANCE SHEETS - CONTINUED

                      March 31, 1996 and 1995


                                                             Series 2        
                                                             --------        
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                    $2,445,164 $2,692,427

OTHER ASSETS
  Cash and cash equivalents (notes A and E)             1,262     23,531
  Other                                               360,285    360,285
                                                    ---------  ---------

                                                   $2,806,711 $3,076,243
                                                    =========  =========


                 LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
  Accounts payable - affiliates (note B)           $  213,489 $  144,250
                                                    ---------  ---------

                                                      213,489    144,250
                                                    ---------  ---------
PARTNERS' CAPITAL (note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 830,300 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 830,300
    issued and outstanding at 
    March 31, 1996 and 1995                         2,636,633  2,972,016
  General Partner                                     (43,411)   (40,023)
                                                    ---------  ---------

                                                    2,593,222  2,931,993
                                                    ---------  ---------

                                                   $2,806,711 $3,076,243
                                                    =========  =========

                            (continued)

                              - F-7 -<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                    BALANCE SHEETS - CONTINUED

                      March 31, 1996 and 1995


                                                             Series 3        
                                                             --------        
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                    $7,500,960 $9,411,087

OTHER ASSETS
  Cash and cash equivalents (notes A and E)             5,460     25,072
  Other                                                41,861     41,861
                                                    ---------  ---------

                                                   $7,548,281 $9,478,020
                                                    =========  =========


                 LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
  Accounts payable - affiliates (note B)           $1,027,573 $  747,606
                                                    ---------  ---------

                                                    1,027,573    747,606
                                                    ---------  ---------
PARTNERS' CAPITAL (note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 2,882,200 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 2,882,200 
    issued and outstanding at 
    March 31, 1996 and 1995                         6,707,415  8,895,024
  General Partner                                    (186,707)  (164,610)
                                                    ---------  ---------

                                                    6,520,708  8,730,414
                                                    ---------  ---------

                                                   $7,548,281 $9,478,020
                                                    =========  =========

                            (continued)

                              - F-8 -<PAGE>
 
  Boston Capital Tax Credit Fund Limited Partnership

                    BALANCE SHEETS - CONTINUED

                      March 31, 1996 and 1995


                                                             Series 4        
                                                             --------        
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                    $9,933,715$11,655,359

OTHER ASSETS
  Cash and cash equivalents (notes A and E)            25,928     59,115
  Other                                                28,503     13,994
                                                    --------- ----------

                                                   $9,988,146$11,728,468
                                                    ========= ==========


                 LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
  Accounts payable - affiliates (note B)          $   788,069$   522,675
                                                   ---------- ----------

                                                      788,069    522,675
                                                   ---------- ----------
PARTNERS' CAPITAL (note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 2,995,300 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 2,995,300
    issued and outstanding at 
    March 31, 1996 and 1995                         9,368,181 11,353,840
  General Partner                                    (168,104)  (148,047)
                                                    --------- ----------

                                                    9,200,077 11,205,793
                                                    --------- ----------

                                                   $9,988,146$11,728,468
                                                    ========= ==========

                            (continued)

                              - F-9 -<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                    BALANCE SHEETS - CONTINUED

                      March 31, 1996 and 1995


                                                             Series 5        
                                                             --------        
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                    $1,422,271 $1,665,945

OTHER ASSETS
  Cash and cash equivalents (notes A and E)           156,816    208,686
  Other                                                33,113     33,113
                                                    ---------  ---------

                                                   $1,612,200 $1,907,744
                                                    =========  =========


                 LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
  Accounts payable - affiliates (note B)           $   28,369 $   28,913
                                                    ---------  ---------

                                                       28,369     28,913
                                                    ---------  ---------
PARTNERS' CAPITAL (note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 489,900 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 489,900
    issued and outstanding at 
    March 31, 1996 and 1995                         1,609,743  1,901,793
  General Partner                                     (25,912)   (22,962)
                                                    ---------  ---------

                                                    1,583,831  1,878,831
                                                    ---------  ---------

                                                   $1,612,200 $1,907,744
                                                    =========  =========

                            (continued)

                             - F-10 -<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                    BALANCE SHEETS - CONTINUED

                      March 31, 1996 and 1995


                                                             Series 6        
                                                             --------        
                                                      1996       1995   
                                                      ----       ----   

                              ASSETS

INVESTMENTS IN OPERATING 
  LIMITED PARTNERSHIPS (note C)                    $5,715,433 $6,352,752

OTHER ASSETS
  Cash and cash equivalents (notes A and E)            39,131     25,271
  Other                                                     -          -
                                                    ---------  ---------

                                                   $5,754,564 $6,378,023
                                                    =========  =========


                 LIABILITIES AND PARTNERS' CAPITAL


LIABILITIES
  Accounts payable - affiliates (note B)           $  709,353 $  565,079
                                                    ---------  ---------

                                                      709,353    565,079
                                                    ---------  ---------
PARTNERS' CAPITAL (note A)
  Assignor Limited Partner Units
    of limited partnership interest
    consisting of 10,000,000 
    authorized beneficial assignee
    certificates (BAC), $10 stated
    value, 1,303,000 issued to the 
    assignees at March 31, 1996 and 
    1995                                                    -          -
  Assignees
    Units of beneficial interest 
    of the limited partnership 
    interest of the assignor
    limited partner, 1,303,000
    issued and outstanding at 
    March 31, 1996 and 1995                         5,108,336  5,868,392
  General Partner                                     (63,125)   (55,448)
                                                    ---------  ---------

                                                    5,045,211  5,812,944
                                                    ---------  ---------

                                                   $5,754,564 $6,378,023
                                                    =========  =========

                 See notes to financial statements

                             - F-11 -<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                     STATEMENTS OF OPERATIONS

             Years ended March 31, 1996, 1995 and 1994

                                                     Total                
                                        ---------------------------------
                                           1996       1995       1994   
                                           ----       ----       ----   

Income
  Interest income                     $     8,821 $    11,022 $    32,652
  Miscellaneous income                      1,557       6,921      72,994
                                        ---------- ---------- ----------

        Total income                        10,378     17,943    105,646
                                        ---------- ---------- ----------

Share of losses from operating 
  limited partnerships (note A)         (5,141,108)(6,602,292)(7,443,042)
                                        ---------- ---------- ----------

Expenses
  Professional fees                        103,385     97,518    103,507
  Partnership management fee (note B)      888,714    909,333    880,603
  Amortization (note A)                          -     89,926    198,408
  General and administrative 
    expenses (note B)                       74,080    132,523    222,787
                                        ---------- ---------- ----------

                                         1,066,179  1,229,300  1,405,305
                                        ---------- ---------- ----------

        NET LOSS (note A)              $(6,196,909)$(7,813,649)$(8,742,701)
                                        ========== ========== ==========

Net loss allocated to 
  general partner                     $   (61,969)$   (78,137)$   (87,427)
                                       ==========  ==========  ==========



Net loss allocated to assignees       $(6,134,940)$(7,735,512)$(8,655,274)
                                       ==========  ==========  ==========



Net loss per BAC                      $      (.63)$      (.78)$      (.88)
                                       ==========  ==========  ==========










                            (continued)

                              - F-12 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                    Series 1 
                                          --------------------------------   

                                          1996        1995        1994   
                                          ----        ----        ----   

Income
  Interest income                       $   1,481   $   1,768   $   2,314
  Miscellaneous income                          -       2,308      28,103
                                         --------    --------    --------

        Total income                        1,481       4,076      30,417
                                         --------    --------    --------

Share of losses from operating 
  limited partnerships (note A)          (382,696)   (542,971)   (632,715)
                                         --------    --------    --------

Expenses
  Professional fees                        20,906      19,417       9,303
  Partnership management fee (note B)     168,613     169,824     176,864
  Amortization (note A)                         -      11,045      20,498
  General and administrative 
    expenses (note B)                       9,249      12,876      11,230
                                         --------    --------    --------

                                          198,768     213,162     217,895
                                         --------    --------    --------

         NET LOSS (note A)              $(579,983)  $(752,057)  $(820,193)
                                         ========    ========    ========

Net loss allocated to 
  general partner                       $  (5,800)  $  (7,521)    $(8,202)
                                         ========    ========    ========



Net loss allocated to assignees         $(574,183)  $(744,536)  $(811,991)
                                         ========    ========    ========


Net loss per BAC                        $    (.44)  $    (.57)  $   (.62)
                                         ========    ========    ========









                            (continued)

                              - F-13 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                    Series 2 
                                           -------------------------------

                                          1996        1995       1994    
                                          ----        ----       ----    

Income
  Interest income                        $    295   $     813 $     7,153
  Miscellaneous income                          -         225       1,000
                                          -------    --------  ----------

        Total income                          295       1,038       8,153
                                          -------    --------  ----------

Share of losses from operating 
  limited partnerships (note A)          (247,263)   (709,485)   (906,577)
                                          -------    --------  ----------

Expenses
  Professional fees                        13,857      11,569       9,160
  Partnership management fee (note B)      67,136      69,090      65,995
  Amortization (note A)                         -       6,102      15,233
  General and administrative 
    expenses (note B)                      10,810      17,388      19,090
                                          -------    --------  ----------

                                           91,803     104,149     109,478
                                          -------    --------  ----------

        NET LOSS (note A)               $(338,771)  $(812,596)$(1,007,902)
                                          =======    ========  ==========

Net loss allocated to 
  general partner                       $  (3,388)  $  (8,126)$  (10,079)
                                          =======    ========  ==========



Net loss allocated to assignees         $(335,383)  $(804,470) $ (997,823)
                                          =======    ========  ==========


Net loss per BAC                         $   (.40)  $    (.96)$    (1.20)
                                          =======    ========  ==========









                            (continued)
                              - F-14 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                    Series 3 
                                          -------------------------------

                                          1996        1995       1994    
                                          ----        ----       ----    

Income
  Interest income                     $       250  $      646 $     2,096
  Miscellaneous income                      1,304       2,454       2,150
                                       ----------  ----------  ----------

        Total income                        1,554       3,100       4,246
                                       ----------  ----------  ----------

Share of losses from operating 
  limited partnerships (note A)        (1,908,512) (2,120,318) (2,467,640)
                                       ----------  ----------  ----------

Expenses
  Professional fees                        23,827      23,367      30,476
  Partnership management fee (note B)     260,282     260,024     268,712
  Amortization (note A)                         -      20,196      56,820
  General and administrative 
    expenses (note B)                      18,639      46,961     104,324
                                       ----------  ----------  ----------

                                          302,748     350,548     460,332
                                       ----------  ----------  ----------

        NET LOSS (note A)             $(2,209,706)$(2,467,766)$(2,923,726)
                                       ==========  ==========  ==========

Net loss allocated to 
  general partner                     $   (22,097)$   (24,678)$   (29,237)
                                       ==========  ==========  ==========



Net loss allocated to assignees       $(2,187,609)$(2,443,088)$(2,894,489)
                                       ==========  ==========  ==========


Net loss per BAC                      $      (.76)$      (.85)$    (1.00)
                                       ==========  ==========  ==========









                            (continued)

                              - F-15 -<PAGE>
         
          Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                    Series 4 
                                          -------------------------------

                                          1996        1995       1994    
                                          ----        ----       ----    

Income
  Interest income                     $     1,029  $    2,252 $     9,468
  Miscellaneous income                        253       1,234       2,000
                                       ----------  ----------  ----------

        Total income                        1,282       3,486      11,468
                                       ----------  ----------  ----------

Share of losses from operating 
  limited partnerships (note A)        (1,721,644) (2,140,342) (2,006,989)
                                       ----------  ----------  ----------

Expenses
  Professional fees                        20,363      19,450      28,430
  Partnership management fee (note B)     245,494     235,313     218,040
  Amortization (note A)                         -      27,935      65,802
  General and administrative 
    expenses (note B)                      19,497      30,152      59,526
                                       ----------  ----------  ----------

                                          285,354     312,850     371,798
                                       ----------  ----------  ----------

        NET LOSS (note A)             $(2,005,716)$(2,449,706)$(2,367,319)
                                       ==========  ==========  ==========

Net loss allocated to 
  general partner                     $   (20,057)$   (24,497)$  (23,673)
                                       ==========  ==========  ==========



Net loss allocated to assignees       $(1,985,659)$(2,425,209)$(2,343,646)
                                       ==========  ==========  ==========


Net loss per BAC                      $      (.66)$      (.81)$     (.78)
                                       ==========  ==========  ==========









                            (continued)

                              - F-16 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                    Series 5 
                                          -------------------------------

                                          1996        1995       1994    
                                          ----        ----       ----    

Income
  Interest income                        $  4,765   $   4,976   $   7,424
  Miscellaneous income                          -         350         500
                                          -------    --------    --------

        Total income                        4,765       5,326       7,924
                                          -------    --------    --------

Share of losses from operating 
  limited partnerships (note A)          (243,674)   (374,284)   (638,018)
                                          -------    --------    --------

Expenses
  Professional fees                         9,829      10,481      19,165
  Partnership management fee (note B)      38,456      39,456      39,456
  Amortization (note A)                         -       7,781       9,792
  General and administrative 
    expenses (note B)                       7,806      14,837      14,190
                                          -------    --------    --------

                                           56,091      72,555      82,603
                                          -------    --------    --------

        NET LOSS (note A)               $(295,000)  $(441,513)  $(712,697)
                                          =======    ========    ========

Net loss allocated to 
  general partner                       $  (2,950)  $  (4,415)  $ (7,127)
                                          =======    ========    ========



Net loss allocated to assignees         $(292,050)  $(437,098)  $(705,570)
                                          =======    ========    ========


Net loss per BAC                        $    (.60)  $    (.89)  $  (1.44)
                                          =======    ========    ========









                            (continued)

                              - F-17 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF OPERATIONS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                    Series 6 
                                          -------------------------------

                                          1996        1995       1994    
                                          ----        ----       ----    

Income
  Interest income                       $   1,001   $     567   $   4,197
  Miscellaneous income                          -         350      39,241
                                         --------    --------    --------

        Total income                        1,001         917      43,438
                                         --------    --------    --------

Share of losses from operating 
  limited partnerships (note A)          (637,319)   (714,892)   (791,103)
                                         --------    --------    --------

Expenses
  Professional fees                        14,603      13,234       6,973
  Partnership management fee (note B)     108,733     135,626     111,536
  Amortization (note A)                         -      16,867      30,263
  General and administrative 
    expenses (note B)                       8,079      10,309      14,427
                                         --------    --------    --------

                                          131,415     176,036     163,199
                                         --------    --------    --------

        NET LOSS (note A)               $(767,733)  $(890,011)  $(910,864)
                                         ========    ========    ========

Net loss allocated to 
  general partner                       $  (7,677)  $  (8,900)  $ (9,109)
                                         ========    ========    ========



Net loss allocated to assignees         $(760,056)  $(881,111)  $(901,755)
                                         ========    ========    ========


Net loss per BAC                        $    (.58)  $    (.68)  $   (.69)
                                         ========    ========    ========









                 See notes to financial statements

                              - F-18 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

             STATEMENTS OF CHANGES IN PARTNERS' CAPITAL

             Years ended March 31, 1996, 1995 and 1994


                                                      General
                                       Assignees      Partner    Total   
                                       ---------      -------    -----   
              Total
              -----
                                                 
Partners' capital (deficit),
  March 31, 1993                      $47,674,709   $(377,395)$47,297,314

Syndication costs                         (45,526)          -     (45,526)

Net loss                               (8,655,274)    (87,427) (8,742,701)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1994                       38,973,909    (464,822) 38,509,087

Net loss                               (7,735,512)    (78,137) (7,813,649)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1995                       31,238,397    (542,959) 30,695,438
                                                 
Net loss                               (6,134,940)    (61,969) (6,196,909)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1996                      $25,103,457   $(604,928)$24,498,529
                                       ==========    ========  ==========

                            (continued)

                              - F-19 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

       Years ended March 31, 1996, 1995 and 1994


                                                      General
                                       Assignees      Partner    Total   
                                       ---------      -------    -----   
              Series 1
              --------

Partners' capital (deficit),
  March 31, 1993                       $1,803,859   $ (96,146) $1,707,713

Net loss                                 (811,991)     (8,202)   (820,193)
                                        ---------    --------   ---------
Partners' capital (deficit),
  March 31, 1994                          991,868    (104,348)    887,520

Net loss                                 (744,536)     (7,521)   (752,057)
                                        ---------    --------   ---------
Partners' capital (deficit),
  March 31, 1995                          247,332    (111,869)    135,463

Net loss                                 (574,183)     (5,800)   (579,983)
                                        ---------    --------   ---------

Partners' capital (deficit),
  March 31, 1996                       $ (326,851)  $(117,669) $(444,520)
                                        =========    ========   =========

          Series 2
          --------

Partners' capital (deficit),
  March 31, 1993                       $4,774,309    $(21,818) $4,752,491

Net loss                                 (997,823)    (10,079) (1,007,902)
                                        ---------     -------   ---------
Partners' capital (deficit),
  March 31, 1994                        3,776,486     (31,897)  3,744,589

Net loss                                 (804,470)     (8,126)   (812,596)
                                        ---------     -------   ---------
Partners' capital (deficit),
  March 31, 1995                        2,972,016     (40,023)  2,931,993

Net loss                                 (335,383)     (3,388)   (338,771)
                                        ---------     -------   ---------

Partners' capital (deficit),
  March 31, 1996                       $2,636,633    $(43,411) $2,593,222
                                        =========     =======   =========
                            (continued)

                              - F-20 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                      General
                                       Assignees      Partner    Total   
                                       ---------      -------    -----   
              Series 3
              --------

Partners' capital (deficit),
  March 31, 1993                      $14,232,601   $(110,695)$14,121,906

Net loss                               (2,894,489)    (29,237) (2,923,726)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1994                       11,338,112    (139,932) 11,198,180

Net loss                               (2,443,088)    (24,678) (2,467,766)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1995                        8,895,024    (164,610)  8,730,414

Net loss                               (2,187,609)    (22,097) (2,209,706)
                                       ----------    --------  ----------

Partners' capital (deficit),
  March 31, 1996                      $ 6,707,415   $(186,707)$ 6,520,708
                                       ==========    ========  ==========

              Series 4
              --------

Partners' capital (deficit),
  March 31, 1993                      $16,122,695   $ (99,877)$16,022,818

Net loss                               (2,343,646)    (23,673) (2,367,319)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1994                       13,779,049    (123,550) 13,655,499

Net loss                               (2,425,209)    (24,497) (2,449,706)
                                       ----------    --------  ----------
Partners' capital (deficit),
  March 31, 1995                       11,353,840    (148,047) 11,205,793

Net loss                               (1,985,659)    (20,057) (2,005,716)
                                       ----------    --------  ----------

Partners' capital (deficit),
  March 31, 1996                      $ 9,368,181   $(168,104)$ 9,200,077
                                       ==========    ========  ==========

                            (continued)

                              - F-21 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                      General
                                       Assignees      Partner    Total   
                                       ---------      -------    -----   
              Series 5
              --------

Partners' capital (deficit),
  March 31, 1993                       $3,089,987    $(11,420) $3,078,567

Syndication costs                         (45,526)          -     (45,526)

Net loss                                 (705,570)     (7,127)   (712,697)
                                        ---------     -------   ---------
Partners' capital (deficit),
  March 31, 1994                        2,338,891     (18,547)  2,320,344

Net loss                                 (437,098)     (4,415)   (441,513)
                                        ---------     -------   ---------
Partners' capital (deficit),
  March 31, 1995                        1,901,793     (22,962)  1,878,831

Net loss                                 (292,050)     (2,950)   (295,000)
                                        ---------     -------   ---------

Partners' capital (deficit),
  March 31, 1996                       $1,609,743    $(25,912) $1,583,831
                                        =========     =======   =========

              Series 6
              --------

Partners' capital (deficit),
  March 31, 1993                       $7,651,258    $(37,439) $7,613,819

Net loss                                 (901,755)     (9,109)   (910,864)
                                        ---------     -------   ---------
Partners' capital (deficit),
  March 31, 1994                        6,749,503     (46,548)  6,702,955

Net loss                                 (881,111)     (8,900)   (890,011)
                                        ---------     -------   ---------
Partners' capital (deficit),                     
  March 31, 1995                        5,868,392     (55,448)  5,812,944

Net loss                                 (760,056)     (7,677)   (767,733)
                                        ---------     -------   ---------

Partners' capital (deficit),
  March 31, 1996                       $5,108,336    $(63,125) $5,045,211
                                        =========     =======   =========

                 See notes to financial statements

                              - F-22 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                      STATEMENTS OF CASH FLOWS

             Years ended March 31, 1996, 1995 and 1994


                                                     Total                
                                           ----------------------------

                                           1996         1995       1994   
                                           ----         ----       ----   

Cash flows from operating activities
  Net loss                             $(6,196,909)$(7,813,649)$(8,742,701)
  Adjustments to reconcile net loss
  to net cash used in operating 
  activities                              
    Amortization                                 -      89,926    198,408
    Distributions from operating 
      limited partnerships                   1,615         668     16,556
    Share of losses from operating 
      limited partnerships               5,141,108   6,602,292  7,443,042
    Other assets                           (53,362)     21,409   (208,005)
    Accounts payable and accrued 
      expenses                             979,194     954,939    900,347
                                        ----------  ----------  ----------
          Net cash (used in) operating 
            activities                    (128,354)   (144,415)  (392,353)
                                        ----------  ----------  ----------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -     (13,623)(1,124,942)
                                        ----------  ----------  ----------
          Net cash used in investing 
            activities                           -     (13,623)(1,124,942)
                                        ----------  ----------  ----------

          NET INCREASE (DECREASE) IN
            CASH AND CASH EQUIVALENTS     (128,354)   (158,038) (1,517,295)

Cash and cash equivalents, beginning       409,285     567,323   2,084,618
                                        ----------  ----------  ----------

Cash and cash equivalents, ending      $   280,931 $   409,285 $   567,323
                                        ==========  ==========  ==========     
     











                            (continued)

                              - F-23 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994


                                                      Total                
                                           ----------------------------
                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
  and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $(42,525)  $  1,602
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $ 45,526
                                           =======    =======    =======

                                                  




























                            (continued)

                              - F-24 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 1 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Cash flows from operating activities
  Net loss                               $(579,983) $(752,057) $(820,193)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating
  activities                                                    
    Amortization                                 -     11,045     20,498
    Cash flows from operating 
      limited partnerships                       -          -          -
    Share of losses from operating 
      limited partnerships                 382,696    542,971    632,715
    Other assets                           (38,853)   (15,449)         -
    Accounts payable and accrued 
      expenses                             220,864    180,863    180,139
                                          --------   --------   --------
          Net cash provided by (used in)
            operating activities           (15,276)   (32,627)    13,159
                                          --------   --------   --------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -          -          -
                                          --------   --------   --------
          Net cash used in investing 
            activities                           -          -          -
                                          --------   --------   --------

          NET INCREASE (DECREASE) IN
            CASH AND CASH EQUIVALENTS      (15,276)   (32,627)    13,159

Cash and cash equivalents, beginning        67,610    100,237     87,078
                                          --------   --------   --------

Cash and cash equivalents, ending        $  52,334  $  67,610  $ 100,237
                                          ========   ========   ========       
   











                            (continued)

                              - F-25 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 1 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $(42,525)  $  1,602
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $ 45,526
                                           =======    =======    =======

                                                  


























                            (continued)

                              - F-26 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 2 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Cash flows from operating activities
  Net loss                               $(338,771) $(812,596)$(1,007,902)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating 
  activities                                                    
    Amortization                                 -      6,102      15,233
    Cash flows from operating 
      limited partnerships                       -          -       4,556
    Share of losses from operating 
      limited partnerships                 247,263    709,485     906,577
    Other assets                                 -          -    (300,000)
    Accounts payable and accrued 
      expenses                              69,239     69,240      65,500
                                          --------   --------  ----------
          Net cash provided by (used in)
            operating activities           (22,269)   (27,769)   (316,036)
                                          --------   --------  ----------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -          -           -
                                          --------   --------  ----------
          Net cash used in investing 
            activities                           -          -           -
                                          --------   --------  ----------

          NET INCREASE (DECREASE) IN 
            CASH AND CASH EQUIVALENTS      (22,269)   (27,769)   (316,036)

Cash and cash equivalents, beginning        23,531     51,300     367,336
                                          --------   --------  ----------

Cash and cash equivalents, ending        $   1,262  $  23,531 $    51,300
                                          ========   ========  ==========      
    











                            (continued)

                              - F-27 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 2 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $      -   $      -
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $      -
                                           =======    =======    =======

                                                  


























                            (continued)

                              - F-28 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 3 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Cash flows from operating activities
  Net loss                             $(2,209,706)$(2,467,766)$(2,923,726)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating 
  activities                                                    
    Amortization                                 -      20,196      56,820
    Cash flows from operating 
      limited partnerships                   1,615         299           -
    Share of losses from operating 
      limited partnerships               1,908,512   2,120,318   2,467,640
    Other assets                                 -      24,319        (200)
    Accounts payable and accrued 
      expenses                             279,967     320,220     263,566
                                        ----------  ----------  ----------
          Net cash provided by (used in)
            operating activities           (19,612)     17,586    (135,900)
                                        ----------  ----------  ----------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -     (13,623)    (24,944)
                                        ----------  ----------  ----------
          Net cash used in investing 
            activities                           -     (13,623)    (24,944)
                                        ----------  ----------  ----------

          NET INCREASE (DECREASE) IN
            CASH AND CASH EQUIVALENTS      (19,612)      3,963    (160,844)

Cash and cash equivalents, beginning        25,072      21,109     181,953
                                        ----------  ----------  ----------

Cash and cash equivalents, ending      $     5,460 $    25,072 $    21,109
                                        ==========  ==========  ==========     
     











                            (continued)

                              - F-29 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 3 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $(27,278)  $      -
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $      -
                                           =======    =======    =======

                                                  


























                            (continued)

                              - F-30 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 4 
                                           ----------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Cash flows from operating activities
  Net loss                             $(2,005,716)$(2,449,706)$(2,367,319)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating 
  activities                                                    
    Amortization                                 -      27,935      65,802
    Cash flows from operating 
      limited partnerships                       -         369           -
    Share of losses from operating 
      limited partnerships               1,721,644   2,140,342   2,006,989
    Other assets                           (14,509)          -      83,564
    Accounts payable and accrued 
      expenses                             265,394     250,884     227,505
                                        ----------  ----------  ----------
          Net cash provided by (used in)
            operating activities           (33,187)    (30,176)     16,541
                                        ----------  ----------  ----------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -           -    (668,690)
                                        ----------  ----------  ----------
          Net cash used in investing 
            activities                           -           -    (668,690)
                                        ----------  ----------  ----------

          NET INCREASE (DECREASE) IN 
            CASH AND CASH EQUIVALENTS      (33,187)    (30,176)   (652,149)

Cash and cash equivalents, beginning        59,115      89,291     741,440
                                        ----------  ----------  ----------

Cash and cash equivalents, ending      $    25,928 $    59,115 $    89,291
                                        ==========  ==========  ==========     
     











                            (continued)

                              - F-31 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 4 
                                           ----------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $(15,247)  $  1,602
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $      -
                                           =======    =======    =======

                                                  


























                             (continued)

                               - F-32 -<PAGE>
         
        Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 5 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Cash flows from operating activities
  Net loss                               $(295,000) $(441,513) $(712,697)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating 
  activities                                                    
    Amortization                                 -      7,781      9,792
    Cash flows from operating 
      limited partnerships                       -          -          -
    Share of losses from operating 
      limited partnerships                 243,674    374,284    638,018
    Other assets                                 -          -    (33,113)
    Accounts payable and accrued 
      expenses                                (544)   (10,544)    35,911
                                          --------   --------   --------
          Net cash provided by (used in)
            operating activities           (51,870)   (69,992)   (62,089)
                                          --------   --------   --------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -          -          -
                                          --------   --------   --------
          Net cash used in investing 
            activities                           -          -          -
                                          --------   --------   --------

          NET INCREASE (DECREASE)
            IN CASH AND CASH EQUIVALENTS   (51,870)   (69,992)   (62,089)

Cash and cash equivalents, beginning       208,686    278,678    340,767
                                          --------   --------   --------

Cash and cash equivalents, ending        $ 156,816  $ 208,686  $ 278,678
                                           ========   ========   ========      
    











                            (continued)

                              - F-33 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 5 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $      -   $      -
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $ 45,526
                                           =======    =======    =======

                                                  

























                            (continued)

                              - F-34 -<PAGE>
         
       Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 6 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Cash flows from operating activities
  Net loss                               $(767,733) $(890,011) $(910,864)
  Adjustments to reconcile net loss to
  net cash provided by (used in) operating 
  activities                                                    
    Amortization                                 -     16,867     30,263
    Cash flows from operating 
      limited partnerships                       -          -     12,000
    Share of losses from operating 
      limited partnerships                 637,319    714,892    791,103
    Other assets                                 -     12,539     41,744
    Accounts payable and accrued 
      expenses                             144,274    144,276    127,726
                                          --------   --------   --------
          Net cash provided by (used in)
            operating activities            13,860     (1,437)    91,972
                                          --------   --------   --------
Cash flows from investing activities
  Capital contributions paid to 
    operating limited partnerships               -          -   (431,308)
                                          --------   --------   --------
          Net cash used in investing 
            activities                           -          -   (431,308)
                                          --------   --------   --------

          NET INCREASE (DECREASE) IN 
            CASH AND CASH EQUIVALENTS       13,860     (1,437)  (339,336)

Cash and cash equivalents, beginning        25,271     26,708    366,044
                                          --------   --------   --------

Cash and cash equivalents, ending        $  39,131  $  25,271  $  26,708
                                           ========   ========   ========      
    











                            (continued)

                              - F-35 -<PAGE>
         Boston Capital Tax Credit Fund Limited Partnership

                STATEMENTS OF CASH FLOWS - CONTINUED

             Years ended March 31, 1996, 1995 and 1994



                                                    Series 6 
                                           ---------------------------

                                           1996       1995       1994   
                                           ----       ----       ----   

Supplemental schedule of noncash investing 
and financing activities

  The partnership has decreased (increased) 
    its investments in operating limited
    partnerships for amounts required to be 
    repaid (adjusted) by the operating limited 
    partnerships for low income tax 
    credits not generated                 $      -   $      -   $      -
                                           =======    =======    =======


  The partnership has decreased 
    its investments in operating limited
    partnerships for syndication costs
    from operating partnerships           $      -   $      -   $      -
                                           =======    =======    =======

                                                  


























                 See notes to financial statements

                              - F-36 -<PAGE>
        Boston Capital Tax Credit Fund Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS

                  March 31, 1996, 1995 and 1994



NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

  Boston Capital Tax Credit Fund Limited Partnership (the "partnership")
  (formerly American Affordable Housing VI Limited Partnership) was formed
  under the laws of the State of Delaware as of June 1, 1988, for the purpose
  of acquiring, holding, and disposing of limited partnership interests in
  operating limited partnerships which have acquired, developed,
  rehabilitated, operate and own newly constructed, existing or rehabilitated
  apartment complexes which qualify for the Low-Income Housing Tax Credit
  established by the Tax Reform Act of 1986. Certain of the apartment
  complexes may also qualify for the Historic Rehabilitation Tax Credit for
  the rehabilitation of certified historic structures, accordingly, the
  apartment complexes are restricted as to rent charges and operating methods
  and are subject to the provisions of Section 42(g)(2) of the Internal
  Revenue Code relating to the Rehabilitation Investment Credit. The general
  partner of the partnership is Boston Capital Associates Limited Partnership
  and the limited partner is BCTC Assignor Corp. (the assignor limited
  partner).
  
  Pursuant to the Securities Act of 1933, the partnership filed a Form S-11
  Registration Statement with the Securities and Exchange Commission,
  effective August 29, 1988, which covered the offering (the "Public
  Offering") of the partnership's beneficial assignee certificates ("BACs")
  representing assignments of units of the beneficial interest of the limited
  partnership interest of the assignor limited partner.  The partnership
  registered 10,000,000 BACs at $10 per BAC for sale to the public in six
  series.  BACs sold in bulk were offered to investors at a reduced cost per
  BAC.
  
  In accordance with the limited partnership agreement, profits, losses, and
  cash flow (subject to certain priority allocations and distributions) and
  tax credits are allocated 99% to the assignees and 1% to the general
  partner.
  
  Organization Costs
  ------------------
  
  Initial organization and offering expenses common to all series are
  allocated on a percentage of equity raised to each series.
  
  Organization costs were amortized on the straight-line method over sixty
  months.  As of March 31, 1995, the organization costs were fully amortized.
  
  
  
  
  
  
  
  
  
  
  
  
                              - F-37 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
         (Continued)

  Investments in Operating Limited Partnerships
  ---------------------------------------------
  
  The partnership accounts for its investments in operating limited partner-
  ships using the equity method of accounting.  Under the equity method of
  accounting, the partnership adjusts its investment cost for its share of
  each operating limited partnership's results of operations and for any
  distributions received or accrued. However, the partnership recognizes
  individual operating limited partnership's losses only to the extent of
  capital contributions.  Unrec-ognized losses will be suspended and offset
  against future individual operating partnership's income.
  
  Cash Equivalents
  ----------------
  
  Cash equivalents include certificates of deposit and a money market
  accounts having original maturities at date of acquisition of three months
  or less.  The carrying amounts approximates fair value because of the short
  maturity of these instruments.
  
  Income Taxes
  ------------
  
  No provision or benefit for income taxes has been included in these
  financial statements since taxable income or loss passes through to, and is
  reportable by, the general partner and assignees individually.
  
  Fiscal Year
  -----------
  
  For financial reporting purposes the partnership uses a March 31 year end,
  whereas for income tax reporting purposes, the partnership uses a calendar
  year. The operating limited partnerships use a calendar year for both
  financial and income tax reporting.
  
  Net Loss per Beneficial Assignee Certificate
  --------------------------------------------
  
  Net loss per beneficial assignee certificate is calculated based upon the
  number of units outstanding. The number of units outstanding in each series
  for each of the three years in the period ended March 31, 1996 is as
  follows:
  
  
  
  
  
  
  
  
  
  
                               - F-38 -<PAGE>
       
        Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
         (Continued)

         Series 1                                  $1,299,900
         Series 2                                     830,300
         Series 3                                   2,882,200
         Series 4                                   2,995,300
         Series 5                                     489,900
         Series 6                                   1,303,000
                                                    ---------
              Total                                $9,800,600
                                                    =========
  Use of Estimates
  ----------------
  
  The preparation of financial statements in conformity with generally
  accepted accounting principles requires management to make estimates and
  assumptions that affect the reported amounts of assets and liabilities and
  disclosure of contingent assets and liabilities at the date of the
  financial statements and the reported amounts of revenue and expenses
  during the reporting period. Actual results could differ from those
  estimates.
  
  Recent Accounting Statements Not Yet Adopted
  --------------------------------------------
  
  In March, 1995, the FASB issued SFAS No. 121, "Accounting for the
  Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
  Of." SFAS No. 121 is effective for financial statements issued for fiscal
  years beginning after December 15, 1995, with earlier application
  permitted. SFAS No. 121 addresses the accounting for long-lived assets and
  certain identifiable intangibles to be held and used by an entity to be
  reviewed for impairment whenever events or changes in circumstances
  indicate that the carrying amount of an asset may not be recoverable. The
  partnership will adopt SFAS No. 121 on April 1, 1996, as required. Adopting
  SFAS No. 121 is not expected to have a significant effect on the
  partnership's financial statements.
  
  NOTE B - RELATED PARTY TRANSACTIONS 

  During the years ended March 31, 1996, 1995 and 1994, the partnership
  entered into several transactions with various affiliates of the general
  partner, including Boston Capital Partners, Inc., Boston Capital Services,
  Inc., and Boston Capital Communications Limited Partnership as follows:
  
  Boston Capital Communications Limited Partnership is entitled to an annual
  partnership management fee based on .375 percent of the aggregate cost of
  all apartment complexes acquired by the operating limited partnerships,
  less the amount of certain partnership management and reporting fees paid
  or payable by the operating limited partnerships. The aggregate cost is
  comprised of the capital contributions made by each series to the operating
  limited partnership and 99% of the permanent financing at the operating
  limited partnership level.  
    
  
                              - F-39 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE B - RELATED PARTY TRANSACTIONS (Continued)

  The annual partnership management fee charged to operations net of
  reporting fees for the years ended March 31, 1996, 1995 and 1994 are as
  follows:  
                                            1996       1995       1994  
                                            ----       ----       ----  
         Series 1                         $168,613   $169,824   $176,864
         Series 2                           67,136     69,090     65,995
         Series 3                          260,282    260,024    268,712
         Series 4                          245,494    235,313    218,040
         Series 5                           38,456     39,456     39,456
         Series 6                          108,733    135,626    111,536
                                           -------    -------    -------
                                          $888,714   $909,333   $880,603
                                           =======    =======    =======
  
  General and administrative expenses incurred by Boston Capital Partners,
  Inc. and Boston Capital Communications Limited Partnership were charged to
  each series' operations for the years ended March 31, 1996, 1995 and 1994
  are as follows:  
                                              1996       1995       1994
                                              ----       ----       ----
         Series 1                          $ 3,563    $ 2,142    $ 1,494
         Series 2                            5,824      3,309      4,601
         Series 3                            4,356      3,444      6,753
         Series 4                            7,995      4,314      6,482
         Series 5                            4,147      2,599      4,350
         Series 6                            3,387      2,054      1,494
                                            ------     ------     ------
                                           $29,272    $17,862    $25,174
                                            ======     ======     ======
  
  Accounts payable - affiliates at March 31, 1996 and 1995 represents general
  and administrative expense and partnership management fees which are
  payable to Boston Capital Partners, Inc., Boston Capital Services, Inc. and
  Boston Capital Communications Limited Partnership.  The carrying value of
  the accounts payable - affiliates approximates fair value.
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS

  At March 31, 1996, 1995 and 1994, the partnership has limited partnership
  interests in 105 operating limited partnerships which own apartment com-
  plexes.  The number of operating limited partnerships in which the
  partnership has limited partnership interests at March 31, 1996, 1995 and
  1994 by series are as follows:
  
         Series 1                                          19
         Series 2                                           8
         Series 3                                          33
         Series 4                                          25
         Series 5                                           5
         Series 6                                          15
                                                          ---
                                                          105
                                                          ===
                            - F-40 -
  
       Boston Capital Tax Credit Fund Limited Partnership
                                                                               
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The partnership's investments in operating limited partnerships at March
  31, 1996 are summarized as follows:
                                                                Total  
                                                               --------        
  Capital contributions paid and to be paid
  to operating limited partnerships, 
  net of tax credit adjusters                                $69,626,749
  
  Acquisition costs of operating
  limited partnerships                                        11,976,945
  
  Syndication costs from operating 
  limited partnerships                                           (45,526)
  
  Cumulative distributions from 
  operating limited partnerships                                 (72,518)
  
  Cumulative losses from operating
  limited partnerships                                       (54,090,050)
                                                              ----------
  
  Investment per balance sheets                               27,395,600
  
  The partnership has (has not)recorded capital
  contributions to the operating limited 
  partnerships during the year ended March 31, 1996,
  which have not (has) been included in the
  partnerships' capital account included in the
  operating limited partnerships' financial
  statements as of December 31, 1995                            (455,592)
  
  The partnership has recorded acquisition costs
  (reimbursements) at March 31, 1996, which have
  not been accounted for in the net assets of the 
  operating limited partnerships                                (829,599)
  
  The partnership has recorded a share of losses
  from operating limited partnerships for the
  three months ended March 31, 1990, which the
  limited partnerships have not included in
  their capital accounts as of December 31, 1995               1,466,033
  
  The partnership has recorded low income
  housing tax credit adjusters not record-
  ed by operating limited partnerships.                          178,052
  
  Equity in losses from operating limited
  partnerships not recognizable under
  the equity method of accounting.                           (12,023,853)
  
  Other                                                         (107,512)
                                                              ----------
  Equity per operating partnerships'
  combined financial statements                              $15,623,129
                                                              ==========
  
                              - F-41 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The partnership's investments in operating limited partnerships at March
  31, 1996 are summarized as follows:
  
                                         Series 1   Series 2    Series 3 
                                         --------   --------    -------- 
  Capital contributions paid and to be
  paid to operating limited partner-
  ships, net of tax credit adjusters   $ 9,037,551 $5,565,026 $20,710,406
  
  Acquisition costs of operating
  limited partnerships                   1,569,525  1,005,656   3,486,122
  
  Syndication costs from operating 
  limited partnerships                           -          -           -
  
  Cumulative distributions from 
  operating limited partnerships            (5,538)    (5,446)    (41,041)
  
  Cumulative losses from operating
  limited partnerships                 (10,223,481)(4,120,072)(16,654,527)
                                        ----------  ---------  ----------
  
  Investment per balance sheets            378,057  2,445,164   7,500,960
  
  The partnership has (has not)
  recorded capital contributions to
  the operating limited partnerships
  during the year ended March 31, 1996,
  which have not (has) been included
  in the partnerships' capital account
  included in the operating limited
  partnerships' financial statements
  as of December 31, 1995.                       -   (311,339)  (105,193)
  
  The partnership has recorded acquisi-
  tion costs (reimbursements) at March 31,
  1996, which have not been accounted for
  in the net assets of the operating
  limited partnerships.                   (578,746)   (46,332)   116,865
  
  The partnership has recorded a share
  of losses from operating limited par-
  tnerships for the three months ended
  March 31, 1990, which the operating
  limited partnerships have not includ-
  ed in their capital accounts as of
  December 31, 1995.                       667,397          -    798,636
  
  The partnership has recorded low income
  housing tax credit adjusters not record-
  ed by operating limited partnerships.     31,815     63,725     47,191
  
  Equity in losses from operating limit-
  ed partnerships not recognizable under
  the equity method of accounting.      (5,633,033)  (690,350)(2,521,123)
  
  Other                                     (9,999)    80,763   (228,298)
                                        ----------  --------- ----------
  
  Equity per operating partnerships'
    combined financial statements      $(5,144,509)$1,541,631$ 5,609,038
                                        ==========  ========= ==========
  
  
  
  
                              - F-42 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The partnership's investments in operating limited partnerships at March
  31, 1996 are summarized as follows:
  
                                         Series 4   Series 5   Series 6 
                                         --------   --------   -------- 
  Capital contributions paid and to be
  paid to operating limited partner-
  ships, net of tax credit adjusters   $21,719,700 $3,273,323 $9,320,743
  
  Acquisition costs of operating limit-
  ed partnerships                        3,661,756    599,776  1,654,110
  
  Syndication costs from operating 
  limited partnerships                           -    (45,526)         -
  
  Cumulative distributions from 
  operating limited partnerships              (369)         -    (20,124)
  
  Cumulative losses from operating
  limited partnerships                 (15,447,372)(2,405,302)(5,239,296)
                                        ----------  --------- ----------
  
  Investment per balance sheets          9,933,715  1,422,271  5,715,433
  
  The partnership has (has not) recorded
  capital contributions to the operating
  limited partnerships during the year
  ended March 31, 1996, which have not
  (has) been included in the partner-
  ships' capital account included in the
  operating limited partnerships' finan-
  cial statements as of December 31, 1995.  (4,475)    (34,585)        -
  
  The partnership has recorded acquisi-
  tion costs (reimbursements) at March
  31, 1996, which have not been account-
  ed for in the net assets of the operat-
  ing limited partnerships.               (647,983)     8,269    318,328
  
  The partnership has recorded a share
  of losses from operating limited part-
  nerships for the three months ended 
  March 31, 1990, which the operating
  limited partnerships have not included 
  n their capital accounts as of Decem-
  ber 31, 1995.                                  -          -          -
  
  The partnership has recorded low income
  housing tax credit adjusters not record-
  ed by operating limited partnerships.      9,747          -     25,574
  
  Equity in losses from operating limited
  partnerships not recognizable under
  the equity method of accounting.      (2,828,349)  (216,335)  (134,663)
  
  Other                                     17,220     (2,207)    35,009
                                        ----------  ---------  ---------
  
  Equity per operating partnerships'
    combined financial statements      $ 6,479,875 $1,177,413 $5,959,681
                                        ==========  =========  =========
  
  
  
  
                              - F-43 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The partnership's investments in operating limited partnerships at March
  31, 1995 are summarized as follows:
  
                                                                Total   
                                                                -----   
  Capital contributions paid and to be paid
  to operating limited partner-ships, net
  of tax credit adjusters                                    $69,626,749
  
  Acquisition costs of operating limited
  partnerships                                                11,976,945
  
  Syndication costs from operating 
  limited partnerships                                           (45,526)
  
  Cumulative distributions from 
  operating limited partnerships                                 (70,903)
  
  
  Cumulative losses from operating limited
  partnerships
                                                             (48,948,942)
                                                              ----------
  
  Investment per balance sheets                               32,538,323
  
  The partnership has (has not) recorded
  capital contributions to the operating
  limited partnerships during the year
  ended March 31, 1995, which have not (has)
  been included in the partnerships' capital
  account included in the operating limited
  partnerships' financial statements as of
  December 31, 1994.                                              66,010
  
  The partnership has recorded acquisition
  costs (reimbursements) at March 31, 1995,
  which have not been accounted for in the
  net assets of the operating limited part-
  nerships.                                                     (829,599)
  
  The partnership has recorded a share of
  losses from operating limited partnerships
  for the three months ended March 31, 1990,
  which the operating limited partnerships
  have not included in their capital accounts
  as of December 31, 1994.                                     1,466,033
  
  The partnership has recorded low income
  housing tax credit adjusters not recorded
  by operating limited partnerships.                             178,052
  
  Equity in losses from operating limited
  partnerships not recognizable under the
  equity method of accounting.                                (7,948,590)
  
  Other                                                          218,244
                                                              ----------
  
  Equity per operating partnerships'
    combined financial statements                            $25,688,473
                                                              ==========
  
  
  
  
                              - F-44 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
  
  The partnership's investments in operating limited partnerships at March
  31, 1995 are summarized as follows:
  
                                         Series 1   Series 2   Series 3 
                                         --------   --------   -------- 
  Capital contributions paid and to be
  paid to operating limited partner-
  ships, net of tax credit adjusters   $ 9,037,551 $5,565,026 $20,710,406
  
  Acquisition costs of operating limit-
  ed partnerships                        1,569,525  1,005,656   3,486,122
  
  Syndication costs from operating 
  limited partnerships                           -          -           -
  
  Cumulative distributions from 
  operating limited partnerships            (5,538)    (5,446)    (39,426)
  
  
  Cumulative losses from operating
  limited partnerships                  (9,840,785)(3,872,809)(14,746,015)
                                        ----------  ---------  ----------
  
  Investment per balance sheets            760,753  2,692,427   9,411,087
  
  The partnership has (has not) record-
  ed capital contributions to the oper-
  ating limited partnerships during the
  year ended March 31, 1995, which have
  not (has) been included in the partn-
  erships' capital account included in
  the operating limited partnerships'
  financial statements as of December 31,
  1994.                                          -     26,549     74,046
  
  The partnership has recorded acquisi-
  tion costs (reimbursements) at March
  31, 1995, which have not been account-
  ed for in the net assets of the operat-
  ing limited partnerships.               (578,746)   (46,332)   116,865
  
  The partnership has recorded a share
  of losses from operating limited part-
  nerships for the three months ended 
  March 31, 1990, which the operating 
  limited partnerships have not included
  in their capital accounts as of Decem-
  ber 31, 1994.                            667,397          -    798,636
  
  The partnership has recorded low
  income housing tax credit adjusters
  not recorded by operating limited
  partnerships.                             31,815     63,725     47,191
  
  Equity in losses from operating
  limited partnerships not recognizable
  under the equity method of
  accounting.                           (3,953,956)   (12,452)(1,794,215)
  
  Other                                     (3,041)    81,867   (112,731)
                                        ----------  --------- ----------
  
  Equity per operating partnerships'
    combined financial statements      $(3,075,778)$2,805,784$ 8,540,879
                                        ==========  ========= ==========
  
                              - F-45 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The partnership's investments in operating limited partnerships at March
  31, 1995 are summarized as follows:
  
                                         Series 4   Series 5   Series 6 
                                         --------   --------   -------- 
  Capital contributions paid and to
  be paid to operating limited
  partner-ships, net of tax credit
  adjusters                            $21,719,700 $3,273,323 $9,320,743
  
  Acquisition costs of operating
  limited partnerships                   3,661,756    599,776  1,654,110
  
  Syndication costs from operating 
  limited partnerships                           -    (45,526)         -
  
  Cumulative distributions from 
  operating limited partnerships              (369)         -    (20,124)
  
  
  Cumulative losses from operating
  limited partnerships                 (13,725,728)(2,161,628)(4,601,977)
                                        ----------  --------- ----------
  
  Investment per balance sheets         11,655,359  1,665,945  6,352,752
  
  The partnership has (has not) 
  recorded capital contributionsto the 
  operating limited partnerships during 
  the yearended March 31, 1995, which 
  have not (has) been included in 
  the partnerships' capital account 
  included in the operating limited 
  partnerships' financial statements
  as of December 31, 1994.                       -    (34,585)         -
  
  The partnership has recorded 
  acquisition costs (reimbursements) 
  at March 31, 1995, which have not been 
  accounted for in the net assets of
  the operating limited partnerships.     (647,983)     8,269    318,328
  
  The partnership has recorded a share of 
  losses from operating limited 
  partnerships for the three months 
  ended March 31, 1990, which the
  operating limited partnerships have 
  not included in their capital accounts 
  as of December 31, 1994.                       -         -         -
  
  The partnership has recorded low income 
  housing tax credit adjusters not 
  recorded by operating limited 
  partnerships.                               9,747          -     25,574
  
  Equity in losses from operating 
  limited partnerships not 
  recognizable under the equity 
  method of accounting.                  (2,084,223)         -   (103,744)
  
  Other                                     208,778      8,362     35,009
                                         ----------  --------- ----------
  
  Equity per operating partnerships'
    combined financial statements       $ 9,141,678 $1,647,991$ 6,627,919
                                        ==========  ========= ==========
  
                              - F-46 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized balance sheets of the operating limited
  partnerships at December 31, 1995 are as follows:
  
               COMBINED SUMMARIZED BALANCE SHEETS
  
                                Total    Series 1    Series 2    Series 3  
                                -----    --------    --------    --------  
          ASSETS
  
  Buildings and improvements, 
    net of accumulated 
    depreciation           $276,339,830 $40,632,051 $22,211,962 $64,919,455
  
    Land                     14,410,152   1,572,689   1,123,628   3,930,014
  
    Other assets             17,411,358   2,674,197   1,334,559   3,736,024
                            -----------  ----------  ----------  ----------
  
                           $308,161,340 $44,878,937 $24,670,149 $72,585,493
                            ===========  ==========  ==========  ==========
  
  
   LIABILITIES AND PARTNERS' CAPITAL
  
    Mortgages and construction
      loans payable        $226,352,153 $40,105,177 $16,199,860 $55,367,692
  
    Accounts payable and
      accrued expenses       31,518,943   7,598,609   2,490,068   5,757,991
  
    Other liabilities        24,481,296   5,004,944   3,728,164   3,570,767
                            -----------  ----------  ----------  ----------
  
                            282,352,392  52,708,730  22,418,092  64,696,450
                            -----------  ----------  ----------  ----------
  PARTNERS' CAPITAL
    Boston Capital Tax 
     Credit Fund
     Limited Partnership     15,623,129  (5,144,509)  1,541,631   5,609,038
  
     Other partners          10,185,819  (2,685,284)    710,426   2,280,005
                            -----------  ----------  ----------  ----------
  
                             25,808,948  (7,829,793)  2,252,057   7,889,043
                            -----------  ----------  ----------  ----------
  
                           $308,161,340 $44,878,937 $24,670,149 $72,585,493
                            ===========  ==========  ==========  ==========
  
  
           
  
                              - F-47 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized balance sheets of the operating limited
  partnerships at December 31, 1995 are as follows:
  
         COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED
  
                                        Series 4    Series 5    Series 6  
                                        --------    --------    --------  
          ASSETS
  
    Buildings and improvements, net
      of accumulated depreciation      $82,312,410 $17,568,067 $48,695,885
  
    Land                                 4,098,697     880,396   2,804,728
  
    Other assets                         5,048,781     522,944   4,094,853
                                        ----------  ----------  ----------
  
                                       $91,459,888 $18,971,407 $55,595,466
                                        ==========  ==========  ==========
  
  
   LIABILITIES AND PARTNERS' CAPITAL
  
    Mortgages and construction loans
      payable                          $62,696,478 $11,525,516 $40,457,430
  
    Accounts payable and accrued
      expenses                          10,017,923   2,413,512   3,240,840
  
    Other liabilities                    6,382,319   3,189,112   2,605,990
                                        ----------  ----------  ----------
  
                                        79,096,720  17,128,140  46,304,260
                                        ----------  ----------  ----------
    PARTNERS' CAPITAL
      Boston Capital Tax Credit Fund
        Limited Partnership              6,479,875   1,177,413   5,959,681
           
      Other partners                     5,883,293     665,854   3,331,525
                                        ----------  ----------  ----------
  
                                        12,363,168   1,843,267   9,291,206
                                        ----------  ----------  ----------
  
                                       $91,459,888 $18,971,407 $55,595,466
                                        ==========  ==========  ==========
  
  
   
  
  
  
                              - F-48 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized balance sheets of the operating limited
  partnerships at December 31, 1994 are as follows:
  
         COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED
  
                                  Total    Series 1    Series 2   Series 3
                                  -----    --------    --------   --------  
             ASSETS
  
  Buildings and improvements, 
    net of accumulated 
    depreciation           $283,681,465 $42,433,122 $21,471,805 $67,086,585
  
  Land                       15,042,281   1,572,689   1,123,628   4,562,143
  
  Other assets               20,131,683   2,378,652   2,679,689   3,865,261
                            -----------  ----------  ----------  ----------
  
                           $318,855,429 $46,384,463 $25,275,122 $75,513,989
                            ===========  ==========  ==========  ==========
  
  
  LIABILITIES AND PARTNERS' CAPITAL
  
    Mortgages and
      construction 
      loans payable        $230,081,549 $43,078,212 $16,297,678 $54,837,250
  
    Accounts payable and 
      accrued expenses       27,839,358   6,596,710   2,626,589   5,528,539
  
    Other liabilities        20,139,933   1,753,293   2,870,871   3,904,244
                            -----------  ----------  ----------  ----------
  
                            278,060,840  51,428,215  21,795,138  64,270,033
                            -----------  ----------  ----------  ----------
    PARTNERS' CAPITAL
      Boston Capital Tax Credit
        Fund Limited
        Partnership          25,688,473  (3,075,778)  2,805,784   8,540,879
  
      Other partners         15,106,116  (1,967,974)    674,200   2,703,077
                            -----------  ----------  ----------  ----------
  
                             40,794,589  (5,043,752)  3,479,984  11,243,956
                            -----------  ----------  ----------  ----------
  
                           $318,855,429 $46,384,463 $25,275,122 $75,513,989
                            ===========  ==========  ==========  ==========
    
  
  
                              - F-49 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized balance sheets of the operating limited
  partnerships at December 31, 1994 are as follows:
  
         COMBINED SUMMARIZED BALANCE SHEETS - CONTINUED
  
                                        Series 4    Series 5    Series 6  
                                        --------    --------    --------  
          ASSETS
  
  Buildings and improvements, 
    net of accumulated 
    depreciation                       $85,440,654 $16,686,991 $50,562,308
  
  Land                                   4,098,697     880,396   2,804,728
  
  Other assets                           4,945,148   1,922,155   4,340,778
                                        ----------  ----------  ----------
  
                                       $94,484,499 $19,489,542 $57,707,814
                                        ==========  ==========  ==========
  
  
  LIABILITIES AND PARTNERS' CAPITAL
  
  Mortgages and construction 
    loans payable                      $63,246,316 $11,670,936 $40,951,157
  
  Accounts payable and accrued
    expenses                             7,588,154   2,612,489   2,886,877
  
  Other liabilities                      6,862,484   1,987,275   2,761,766
                                        ----------  ----------  ----------
  
                                        77,696,954  16,270,700  46,599,800
                                        ----------  ----------  ----------
  PARTNERS' CAPITAL
    Boston Capital Tax Credit 
      Fund Limited Partnership           9,141,678   1,647,991   6,627,919
  
    Other partners                       7,645,867   1,570,851   4,480,095
                                        ----------  ----------  ----------
  
                                        16,787,545   3,218,842  11,108,014
                                        ----------  ----------  ----------
  
                                       $94,484,499 $19,489,542 $57,707,814
                                        ==========  ==========  ==========
  
  
  
   
  
  
                              - F-50 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized statements of operations of the operating limited
  partnerships for the year ended December 31, 1995 are as follows:
    
          COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
  
                                Total     Series 1    Series 2    Series 3 
                                -----     --------    --------    -------- 
  
  Revenues
    Rental                  $30,244,559  $5,619,115  $1,224,620  $7,001,752
    Interest and other        2,394,577     329,667     139,405     756,180
                             ----------  ----------  ----------  ----------
  
  
                             32,639,136   5,948,782   1,364,025   7,757,932
                            -----------  ----------  ----------  ----------
  Expenses
    Interest                 13,652,068   1,848,758   1,125,703   2,900,609
    Depreciation and 
      amortization           12,151,535   2,065,977     591,658   3,032,909
    Taxes and insurance       4,299,220     843,601     254,872     962,656
    Repairs and
      maintenance             4,997,543     794,888     348,447   1,291,119
    Operating expenses       11,903,125   3,052,320     501,825   2,666,659
    Other expenses              830,096     129,278     102,978     194,855
                            -----------  ----------  ----------  ----------
  
                             47,833,587   8,734,822   2,925,483  11,048,807
                            -----------  ----------  ----------  ----------
  
            NET LOSS       $(15,194,451)$(2,786,040)$(1,561,458)$(3,290,875)
                            ===========  ==========  ==========  ==========
  
  Net loss allocated to Boston
    Capital Tax Credit Fund
    Limited Partnership*    $(9,216,371)$(2,061,773)  $(925,161)$(2,635,420)
                             ==========  ==========    ========  ==========    
      
  
  Net loss allocated
    to other partners       $(5,987,080)$ (724,267)   $(636,297)  $(655,455)
                             ==========  =========     ========    ========
  
  
  
  
  *  Amounts include $1,679,077, $677,898, $726,908, $744,126, $216,335, and  
     $30,919 for Series 1, Series 2, Series 3, Series 4, Series 5, and Series 
     6, respectively, of loss not recognized under the equity method of    
     accounting as described in note A.
    
                              - F-51 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized statements of operations of the operating limited
  partnerships for the year ended December 31, 1995 are as follows:
    
    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED
  
                               Series 4    Series 5   Series 6 
                               --------    --------   --------            
  
  Revenues
    Rental                   $9,042,458 $   826,296  $6,530,318
    Interest and other          859,386     115,011     194,928
                             ----------  ----------  ----------           
  
  
                              9,901,844     941,307   6,725,246
                             ----------  ----------  ----------
  Expenses
    Interest                  4,204,170   1,046,979   2,525,849
    Depreciation and 
      amortization            3,795,840     439,037   2,226,114
    Taxes and insurance       1,207,491     181,794     848,806
    Repairs and                            
      maintenance             1,339,107     288,833     935,149
    Operating expenses        3,482,881     323,522   1,875,918
    Other expenses              245,174      67,475      90,336
                             ----------  ----------  ----------
  
                             14,274,663   2,347,640   8,502,172
                             ----------  ----------  ----------
  
            NET LOSS        $(4,372,819)$(1,406,333)$(1,776,926)
                             ==========  ==========  ==========
  
  Net loss allocated to Boston
    Capital Tax Credit Fund
    Limited Partnership*    $(2,465,770)  $(460,009)  $(668,238)
                             ==========    ========    ========
  
  Net loss allocated
    to other partners       $(1,907,049)  $(946,324)$(1,108,688)
                             ==========    ========  ==========
  
  
  
  
  *  Amounts include $1,679,077, $677,898, $726,908, $744,126, $216,335, and  
    $30,919 for Series 1, Series 2, Series 3, Series 4, Series 5, and Series  
    6, respectively, of loss not recognized under the equity method of       
    accounting as described in note A.
  
   
                              - F-52 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized statements of operations of the operating limited
  partnerships for the year ended December 31, 1994 are as follows:
    
    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED
  
                                Total     Series 1    Series 2    Series 3 
                                -----     --------    --------    -------- 
  
  Revenues
    Rental                 $ 33,632,849  $5,696,497  $2,226,825  $8,230,768
    Interest and other        1,380,235     245,659      72,554     427,585
                            -----------  ----------  ----------  ----------
  
  
                             35,013,084   5,942,156   2,299,379   8,658,353
                            -----------  ----------  ----------  ----------
  Expenses
    Interest                 17,108,169   2,360,850   1,610,474   4,428,658    
      
    Depreciation and 
      amortization           12,419,980   2,075,457     603,728   2,971,902
    Taxes and insurance       4,324,851     721,692     323,997     924,791
    Repairs and
      maintenance             5,046,843   1,183,476     294,634   1,233,686
    Operating expenses       11,999,770   2,775,527     598,067   2,491,996
    Other expenses              857,781     165,943      47,545     204,092
                            -----------  ----------  ----------  ----------
  
                             51,757,394   9,282,945   3,478,445  12,255,125
                            -----------  ----------  ----------  ----------
  
            NET LOSS       $(16,744,310)$(3,340,789)$(1,179,066)$(3,596,772)
                            ===========  ==========  ==========  ==========
  
  Net loss allocated to
    Boston Capital Tax
    Credit Fund Limited
    Partnership*           $(10,072,468)$(2,263,774) $ (721,937)$(2,710,152)
                             ===========  ==========   =========  ==========   
       
  Net loss allocated
    to other partners      $ (6,671,842)$(1,077,015) $ (457,129)$ (886,620)
                            ===========  ==========   =========  =========
  
    
  
  *  Amounts include $1,720,803, $12,452, $589,834, $1,108,937 and $38,150 
     for Series 1, Series 2, Series 3, Series 4, and Series 6, respectively,
     of loss not recognized under the equity method of accounting as 
     described in note A.

                                - F-53 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE C - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)

  The combined summarized statements of operations of the operating limited
  partnerships for the year ended December 31, 1994 are as follows:
    
    COMBINED SUMMARIZED STATEMENTS OF OPERATIONS - CONTINUED
  
                             Series 4    Series 5    Series 6            
                             --------    --------    --------            
  
  Revenues
    Rental                 $ 9,377,279  $1,439,328  $6,662,152           
    Interest and other         344,223      55,430     234,784           
                            ----------  ----------  ----------           
  
  
                             9,721,502   1,494,758   6,896,936           
                            ----------  ----------  ----------           
  Expenses
    Interest                 4,875,690   1,128,584   2,703,913           
    Depreciation and                                  
      amortization           4,039,583     422,645   2,306,665           
    Taxes and insurance      1,226,761     228,124     899,486           
    Repairs and 
      maintenance            1,268,266     238,406     828,375           
    Operating expenses       3,717,571     446,066   1,970,543           
    Other expenses             262,192      54,368     123,641           
                            ----------  ----------  ----------           
  
                            15,390,063   2,518,193   8,832,623           
                            ----------  ----------  ----------           
  
            NET LOSS       $(5,668,561)$(1,023,435)$(1,935,687)
                            ==========  ==========  ==========  
  
  Net loss allocated to
    Boston Capital Tax
    Credit Fund Limited
    Partnership*           $(3,249,279)$ (374,284) $  (753,042)
                            ==========  =========   ==========           
  
  Net loss allocated
    to other partners      $(2,419,282)$ (649,151) $(1,182,645)
                            ==========  =========   ==========           
  
  
  
  
  *  Amounts include $1,720,803, $12,452, $589,834, $1,108,937 and $38,150
     for Series 1, Series 2, Series 3, Series 4, and Series 6, respectively,
     of loss not recognized under the equity method of accounting as
     described in note A.
  
                                - F-54 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN

  The partnership's net loss for financial reporting and income tax return
  purposes for the year ended March 31, 1996 is reconciled as follows:
    
  
                                Total     Series 1    Series 2    Series 3 
                                -----     --------    --------    -------- 
  
  Net loss for financial
    reporting purposes      $(6,196,909)$  (579,983)$ (338,771)$(2,209,706)
   
  Add: Related party expenses    62,606           -          -           -
   
       Other                    586,858     168,952    166,662      15,935
   
       Excess of book 
         depreciation over tax
         depreciation on
         operating limited 
         partnership                  -           -          -           -
  
  Less: Excess of tax 
          depreciation over book 
          depreciation on 
          operating limited 
          partnership assets   (487,145)    (20,202)  (136,686)    (23,510)
  
        Operating limited 
          partnership loss
          not allowed for
          financial reporting
          under equity method
          accounting         (4,075,263) (1,679,077)  (677,898)   (726,908)
  
        Other                  (345,874)          -          -    (215,253)
  
        Related party 
          expenses              (52,072)          -     (7,264)    (41,054)
  
  Difference due to 
    fiscal year for book 
    purposes and calendar 
    year for tax purposes     1,068,908      26,300    295,894     (63,437)
  
  Partnership management fees 
    not deductible for tax 
    purposes until paid         792,327     162,093     67,136     260,115
                             ----------  ----------  ---------  ----------
  Loss for income tax return
    purposes, year ended 
    December 31, 1995       $(8,646,564)$(1,921,917) $(630,927)$(3,003,818)
                             ==========  ==========   ========  ==========
                                - F-55 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The partnership's net loss for financial reporting and income tax return
  purposes for the year ended March 31, 1996 is reconciled as follows:
    
  
                                         Series 4   Series 5   Series 6 
                                         --------   --------   -------- 
  
  Net loss for financial
    reporting purposes                 $(2,005,716)$ (295,000)$(767,733)
   
  Add: Related party expenses               56,688          -      5,918
   
       Other                               124,808    110,501          -
   
       Excess of book depreciation
         over tax depreciation on
         operating limited 
         partnership                             -          -          -
  
  Less: Excess of tax depreciation
          over book depreciation
          on operating limited
          partnership assets               (80,873)   (36,456)  (189,418)
  
        Operating limited 
          partnership loss not 
          allowed for financial 
          reporting under
          equity method of 
          accounting                      (744,126)  (216,335)   (30,919)
  
        Other                                    -          -   (130,621)
        Related Party Expenses                         (3,754)                 
   
  Difference due to fiscal year
    for book purposes and 
    calendar year for tax 
    purposes                                (1,069)    214,681  (596,539)
  
  Partnership management fees 
    not deductible for tax 
    purposes until paid                    245,494    (51,544)   109,033
                                        ----------   --------  ---------
  Loss for income tax
    return purposes, year
    ended December 31, 1995            $(2,404,794) $(277,907) $(407,201)
                                        ==========   ========   ========
  
    
  
                              - F-56 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The partnership's net loss for financial reporting and income tax return
  purposes for the year ended March 31, 1995 is reconciled as follows:
    
  
                                Total    Series 1   Series 2   Series 3 
                                -----    --------   --------   -------- 
  
  Net loss for financial
    reporting purposes      $(7,813,649)$ (752,057) $(812,596)$(2,467,766)
   
  Add: Related party expenses   147,275      1,854    (25,063)      2,940
   
       Other                    959,598    216,212     15,554     193,558
   
       Excess of book 
         depreciation over 
         tax depreciation on
         operating limited 
         partnership            181,269          -          -      29,604
  
  Less: Excess of tax 
          depreciation over book
          depreciation on
          operating limited 
          partnership assets   (286,125)    (19,067)  (106,206)         -
  
        Operating limited 
          partnership loss 
          not allowed for 
          financial 
          reporting under
          equity method of 
          accounting         (3,470,176) (1,720,803)  (12,452)  (589,834)
  
        Other                   357,325          -    238,174    (13,318)
  
  Difference due to fiscal 
    year for book purposes 
    and calendar year for 
    tax purposes                (53,725)   (66,147)    (1,277)    65,127
  
  Partnership management fees 
    not deductible for tax 
    purposes until paid         909,333    169,824     69,090    260,024
                             ---------- ----------   -------- ----------
  Loss for income tax
    return purposes, year
    ended December 31, 1994 $(9,068,875)$(2,170,184)$(634,776)$(2,519,665)
                             ==========  ==========  ========  ==========
  
                              - F-57 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The partnership's net loss for financial reporting and income tax return
  purposes for the year ended March 31, 1995 is reconciled as follows:
    
  
                                         Series 4   Series 5   Series 6 
                                         --------   --------   --------        
   
  
  Net loss for financial
    reporting purposes                 $(2,449,706) $(441,513) $(890,011)
   
  Add: Related party expenses               15,956          -    151,588
   
       Other                               407,817      6,292    120,165
   
       Excess of book depreciation
         over tax depreciation on
         operating limited 
         partnership                       151,665          -          -
  
  Less: Excess of tax depreciation
          over book depreciation
          on operating limited
          partnership assets                     -    (44,240)  (116,612)
  
        Operating limited 
          partnership loss not 
          allowed for financial 
          reporting under
          equity method of 
          accounting                    (1,108,937)         -    (38,150)
  
        Other                                    -    132,469          -
  
  Difference due to fiscal year
    for book purposes and 
    calendar year for tax 
    purposes                               (15,830)   (47,047)    11,449
  
  Partnership management fees 
    not deductible for tax 
    purposes until paid                    235,313     39,456    135,626
                                        ----------   --------   --------       
   
  Loss for income tax
    return purposes, year
    ended December 31,
     1994                              $(2,763,722) $(354,583) $(625,945)
                                        ==========   ========   ========
  
                                - F-58 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The difference between the investments in operating limited partnerships
  for tax purposes and financial statements purposes are primarily due to the
  differences in the losses not recognized under the equity method of
  accounting and the historic tax credits taken for income tax purposes. At
  March 31, 1996, the differences are as follows: 
  
                                Total    Series 1   Series 2    Series 3
                                -----    --------   --------    --------
  Investment in operating
    limited partnerships -
    tax return December 31, 
    1995                    $15,352,456$(4,117,204)$2,785,648 $4,043,285
  
  Add back losses not 
    recognized under the
    equity method            12,023,853  5,633,033    690,350  2,521,123
  
  Historic tax credits        5,438,567          -          -  1,754,704
  
  Less share of loss -
    three months ended
    March 31, 1996           (1,466,033)  (667,397)         -   (798,636)
  
  Other                      (3,953,243)  (470,375)(1,030,834)   (19,516)
                             ---------- ----------  ---------  ---------
  Investment in operating
   limited partnerships -
   as reported              $27,395,600$   378,057 $2,445,164 $7,500,960
                             ========== ==========  =========  =========
  
  
  
  
    
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                            - F-59 -
  
  
  
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The difference between the investments in operating limited partnerships
  for tax purposes and financial statements purposes are primarily due to the
  differences in the losses not recognized under the equity method of
  accounting and the historic tax credits taken for income tax purposes. At
  March 31, 1996, the differences are as follows: 
  
                                         Series 4   Series 5    Series 6
                                         --------   --------    --------
  Investment in operating
    limited partnerships -
    tax return December 31, 
    1995                               $ 5,449,432 $2,074,410 $5,116,885
  
  Add back losses not 
    recognized under the
    equity method                        2,828,349    216,335    134,663
  
  Historic tax credits                   3,125,698          -    558,165
  
  Less share of loss -
    three months ended
    March 31, 1996                               -          -          -
  
  Other                                 (1,469,764)  (868,474)   (94,280)
                                         ---------  ---------  ---------       
   
  Investment in operating
   limited partnerships -
   as reported                          $9,933,715 $1,422,271 $5,715,433
                                         =========  =========  =========       
   
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   
  
                              - F-60 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The difference between the investments in operating limited partnerships
  for tax purposes and financial statements purposes are primarily due to the
  differences in the losses not recognized under the equity method of
  accounting and the historic tax credits taken for income tax purposes. At
  March 31, 1995, the differences are as follows: 
  
                                Total    Series 1   Series 2   Series 3 
                                -----    --------   --------   -------- 
  
  Investment in operating
    limited partnerships -
    tax return December 31, 
    1994                    $23,787,236$(2,205,514)$3,392,311 $6,943,145
  
  Add back losses not 
    recognized under the
    equity method             7,948,590  3,953,956     12,452  1,794,215
  
  Historic tax credits        5,438,567          -          -  1,754,704
  
  Less share of loss -
    three months ended
    March 31, 1995           (1,466,033)  (667,397)         -   (798,636)
  
  Other                      (3,170,037)  (320,292)  (712,336)  (282,341)
                             ---------- ----------  ---------  ---------
  Investment in operating
   limited partnerships -
   as reported              $32,538,323$   760,753 $2,692,427 $9,411,087
                             ========== ==========  =========  =========
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   
  
                              - F-61 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The difference between the investments in operating limited partnerships
  for tax purposes and financial statements purposes are primarily due to the
  differences in the losses not recognized under the equity method of
  accounting and the historic tax credits taken for income tax purposes. At
  March 31, 1995, the differences are as follows: 
  
                                         Series 4   Series 5   Series 6 
                                         --------   --------   -------- 
  
    Investment in operating
      limited partnerships -
      tax return December 31, 
      1994                             $ 7,819,929 $2,299,617 $5,537,748
  
    Add back losses not 
      recognized under the
      equity method                      2,084,223          -    103,744
  
    Historic tax credits                 3,125,698          -    558,165
  
    Less share of loss -
      three months ended
      March 31, 1995                             -          -          -
  
    Other                               (1,374,491)             (633,672)      
       153,095
                                        ----------  ---------  ---------
    Investment in operating
     limited partnerships -
     as reported                       $11,655,359 $1,665,945 $6,352,752
                                        ==========  =========  =========
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
   
                              - F-62 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The partnership's net loss for financial reporting and income tax return
  purposes for the year ended March 31, 1994 is reconciled as follows:
    
  
                                Total     Series 1    Series 2    Series 3 
                                -----     --------    --------    -------- 
  Net loss for financial
    reporting purposes      $(8,742.701)$  (820,193)$(1,007,902)$(2,923,726)   
                 
  
  Add: Operating limited partnership rents
         received in advance      8,791       2,849           -      (1,985)
       Related party expenses    40,001       4,092       1,210      23,909
       Other                    405,492      22,036       4,904     357,910
  
  Less: Excess of tax depreciation
          over book depreciation on
          operating limited partner-
          ship assets          (340,773)    (21,089)   (105,725)    (35,461)
  
        Operating limited partnership
          loss not allowed for
          financial reporting under 
          equity method of
          accounting         (2,312,493) (1,239,245)          -    (550,386)
  
        Other                   471,943           -     214,594           -
  
  Difference due to fiscal year
    for book purposes and calendar
    year for tax purposes        14,231      19,700       1,511     (39,079)
  
  Partnership management fees not
    deductible for tax purposes
    until paid                  847,430     176,864      57,700     268,712
                             ----------  ----------  ----------  ----------
  
     Loss for income tax
        return purposes, 
        year ended December 31,
        1993                $(9,608,079)$(1,854,986)$  (833,708)$(2,900,106)
                             ==========  ==========   =========  ==========
  
  
  
  
  
  
  
                            - F-63 -
  
  
  
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  NOTE D - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO INCOME
TAX RETURN
         (Continued)

  The partnership's net loss for financial reporting and income tax return
  purposes for the year ended March 31, 1994 is reconciled as follows:
    
  
                                        Series 4     Series 5   Series 6
                                        --------     --------   --------
  
  Net loss for financial
    reporting purposes                 $(2,367,319) $(712,697) $(910,864)
  
  Add: Operating limited 
         partnership rents 
         received in advance                 7,927          -          -
       Related party expenses               10,790          -          -
       Other                                15,264     16,035    (10,657)
  
  Less: Excess of tax depreciation
          over book depreciation
          on operating limited
          partnership assets               (60,743)   (45,249)   (72,506)
  
        Operating limited 
          partnership loss not 
          allowed for financial 
          reporting under equity 
          method of accounting            (483,391)         -    (39,471)
  
        Other                                    -    268,510    (11,161)
  
  Difference due to fiscal year
    for book purposes and 
    calendar year for tax 
    purposes                                (6,630)    (3,600)    42,329
  
  Partnership management fees 
    not deductible for tax 
    purposes until paid                    203,026     29,592    111,536
                                        ----------   --------   --------
     Loss for income tax
        return purposes, 
        year ended
        December 31, 1993              $(2,681,076) $(447,409) $(890,794)
                                        ==========   ========   ======== 
  
  
  
  
  
  
  
  
                              - F-64 -<PAGE>
       Boston Capital Tax Credit Fund Limited Partnership
  
           NOTES TO FINANCIAL STATEMENTS - CONTINUED
  
                 March 31, 1996, 1995 and 1994
  
  
  
  
  NOTE E - CASH EQUIVALENTS

  Cash equivalents of $280,390 and $408,168 as of March 31, 1996 and 1995,
  respectively, include a certificate of deposit and a money market account
  with interest rates ranging from 2.70% to 2.80% per annum.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                            - F-65 -

<TABLE>

<S>           <C>         <C>      <C>         <C>     <C>       <C>        
<C>         <C>        <C>    <C>     <C>

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 1
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                              Subsequent
                               Initial       capitalized   Gross amount at
which
                            cost to company     costs**   carried at close of
period
                            ---------------  ----------- 
- --------------------------
                                   Buildings                     Buildings     
         Accum.   Con-    Acq-   Depre-
                 Encum-             and im-     Improve-          and im-      
         Depre-   struct  uired  ciation
Description     brances    Land    provements    ments    Land   provements   
Total     ciation  Date    Date   Life
- ------------------------------------------------------------------------------
- -------------------------------------------
Apple 
Hill, LP       1,491,257  56,000   1,857,492     3,073   56,000   1,860,565  
1,916,565    521,383   1/88   2/89   7-27.5

Bolivar 
Manor LP         882,270 111,316     999,415    31,840  111,316   1,031,255  
1,142,571    329,558  11/88   1/89     27.5

Briarwood
Vero Bch.      1,485,031  96,546   1,866,664     4,059   96,546   1,870,723  
1,967,269    360,398   8/89   1/89       40

Coldwater
Ltd. 
Dividend Hsg.    939,945  35,750   1,203,836       (8)*  35,750   1,203,828  
1,239,578    357,390   7/89  12/88   5-27.5

Conneaut, Ltd. 1,177,064  50,000   1,439,961    17,160   50,000   1,457,121  
1,507,121    486,489   4/88   1/89     27.5
 
Country 
Vlg. Assoc.    3,188,594 179,385   3,843,452    25,746  179,385   3,869,198  
4,048,583    953,541   4/89   1/89   5-27.5

Elk Rapids II
Apts. Co.        741,528  37,000     929,264     4,987   37,000     934,251    
971,251    289,001   2/89  12/88   5-27.5

Genesee 
Commons
Assoc. LP      8,474,772 250,000  11,622,137    95,378  250,000  11,717,515 
11,967,515  2,964,500  12/88  11/88   5-27.5



                                                        -F -66-


                               Boston Capital Tax Credit Fund Limited
Partnership - Series 1
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                              Subsequent
                               Initial       capitalized   Gross amount at
which
                            cost to company     costs**   carried at close of
period
                            ---------------  ----------- 
- --------------------------
                                   Buildings                     Buildings     
         Accum.   Con-    Acq-   Depre-
                 Encum-             and im-     Improve-          and im-      
         Depre-   struct  uired  ciation
Description     brances    Land    provements    ments    Land   provements   
Total     ciation  Date    Date   Life
- ------------------------------------------------------------------------------
- -------------------------------------------
Geneva, Ltd.   1,192,199  60,300    1,450,936    16,016   60,300   1,466,952  
1,527,252    491,145   8/88   1/89   7-27.5

Green Acres 
of Yulee       1,486,133  90,650    1,908,145  (355,085)  90,650   1,553,060  
1,643,710    414,314   8/89   1/89   5-27.5
 
Inglewood 
Meadows        1,493,435 123,200    1,886,119    12,703  123,200   1,898,822  
2,022,022    527,413  11/88  12/88     27.5

Kingston
Property
Assoc.         5,184,279  50,000    6,024,746   267,848   50,000   6,292,594  
6,342,594  1,820,011   6/89  12/88     27.5

Riverside Pl. 
Dividend Hsg.    967,769  65,200    1,202,452      (616)* 65,200   1,201,836  
1,267,036    368,209   7/89  12/88   5-27.5

Townhomes
Minnehaha Ct.  1,143,460  64,828    1,766,883   (17,121)* 64,827   1,749,762  
1,814,589    480,134  11/88  11/88   5-27.5

Unity Park     6,410,433  99,000   11,179,460   716,391   99,000  11,895,851 
11,994,851  2,687,034  12/90   4/89   5-27.5

Virginia 
Circle LP        670,532  44,936    1,096,944   (10,716)* 44,936   1,086,228  
1,131,164    328,229   6/88  11/88   5-27.5

Wewahitchka Ltd. 714,831  28,179      950,637         1   28,179     950,638   
 978,817    281,104   6/88  12/88   5-27.5

Wood Creek 
Manor Ltd.
Dividend         968,216  10,000    1,274,577     4,711   10,000   1,279,288  
1,289,288    383,454   7/89  12/88   5-27.5



                                                           -F -67-



                               Boston Capital Tax Credit Fund Limited
Partnership - Series 1
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                              Subsequent
                               Initial       capitalized   Gross amount at
which
                            cost to company     costs**   carried at close of
period
                            ---------------  ----------- 
- --------------------------
                                   Buildings                     Buildings     
         Accum.   Con-    Acq-   Depre-
                 Encum-             and im-     Improve-          and im-      
         Depre-   struct  uired  ciation
Description     brances    Land    provements    ments    Land   provements   
Total     ciation  Date    Date   Life
- ------------------------------------------------------------------------------
- -------------------------------------------
Woodland 
Terrace        1,493,429   120,400  1,885,256    7,391   120,400  1,892,647  
2,013,047    536,776  11/88  12/88   5-27.5
              ---------- --------- ----------  ------- --------- ---------- 
- ---------- ----------
              40,105,177 1,572,690 54,388,376  823,758 1,572,689 55,212,134 
56,784,823 14,580,083
              ========== ========= ==========  ======= ========= ========== 
========== ========== 


Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1995.

*Decrease due to reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1995.  The column has been
omitted for presentation purposes.
</TABLE>


















                                                 -F -68-




Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 56,048,622

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    948,241
    Other.............................................          0
                                                       ----------
                                                                 $    948,241

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/93............................$ 56,996,863

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     87,241
    Other.............................................          0
                                                       ----------
                                                                 $     87,241

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (676,202)
                                                       ----------
                                                                 $   (676,202)
                                                                  -----------  
Balance at close of period - 03/31/94............................$ 56,407,902

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    219,775
    Other.............................................          0
                                                       ----------
                                                                 $    219,775
  Deductions during period:

    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/95............................$ 56,627,677






                                    -F -69-



Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Land, Building & Improvements current year changes -
continued

Balance at close of period - 3/31/95 ............................$ 56,627,677

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     157,146
    Other............................................           0
                                                      -----------
                                                                 $    157,146
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0 
                                                                  -----------  
Balance at close of period - 03/31/96............................$ 56,784,823
                                                                  ===========





































                                        -F -70-<PAGE>
Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 1

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 6,809,399

  Current year expense..................................$2,384,747
                                                         ---------

Balance at close of period - 3/31/93..............................$ 9,194,146

  Current year expense..................................$1,365,846
                                                         ---------

Balance at close of period - 3/31/94..............................$10,559,992

  Current year expense..................................$2,061,874
                                                         ---------

Balance at close of period - 3/31/95..............................$12,621,866

  Current year expense..................................$1,958,217
                                                         ---------

Balance at close of period - 3/31/96..............................$14,580,083
                                                                   ==========






























             


                                  -F -71-<PAGE>
<TABLE>

<S>         <C>       <C>        <C>         <C>           <C>      <C>        
<C>        <C>         <C>     <C>    <C>  

                               Boston Capital Tax Credit Fund Limited
Partnership - Series 2
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                             Subsequent
                              Initial        capitalized      Gross amount at
which
                           cost to company     costs**      carried at close
of period
                           ---------------   -----------  
- -----------------------------
                                  Buildings                         Buildings  
             Accum.    Con-    Acq-   Depre-
                Encum-            and im-      Improve-              and im-   
             Depre-    struct  uired  ciation
Description    brances    Land   provements     ments        Land   provements 
  Total     ciation   Date    Date   Life
- ------------------------------------------------------------------------------
- -----------------------------------------------  
Annadale
Apts.       6,762,134   794,000   3,448,985   8,698,033    226,000  12,147,018 
12,373,018 1,149,582    6/90    9/90    5-50

Calexico
Village
Apts.       1,578,989   189,545   2,140,711       4,211    189,545   2,144,922 
 2,334,467   246,996    4/90    2/90    5-50

Glenhaven 
Park III      504,865   225,000     599,444     577,645    225,000   1,177,089 
 1,402,089   169,335   12/89   11/89      40 

Glenhaven
Park IV       412,907   180,000     254,783     619,630    180,000     874,413 
 1,054,413   117,423    6/90   11/89      40

Herber II
Vlg. Apts.  1,101,116   135,000   1,374,347      (4,711)*  135,000   1,369,636 
 1,504,636   245,794    4/89    5/89    5-50
 
Mecca
Apts.       2,611,575    55,580   2,377,218   1,106,178     56,283   3,483,396 
 3,539,679   443,165    7/90   11/89    5-40

Redwood
Creek Apts. 1,782,727   100,000   2,479,092     (21,705)*  100,000   2,457,387 
 2,557,387   443,897   12/89    7/89    5-50

Redondo
Apts. II    1,445,547    11,800   1,145,806     743,984     11,800   1,889,790 
 1,901,590   515,497    7/90   12/89  5-27.5
           ---------- ---------  ----------  ----------  ---------  ---------- 
- ---------- --------- 
           16,199,860 1,691,174  13,820,386  11,723,265  1,123,628  25,543,651 
26,667,279 3,331,689 
           ========== =========  ==========  ==========  =========  ========== 
========== =========

                       
                                               -F -72-


Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1995.

*Decrease due to a reallocation of acquisition costs and reduction of
development fees.
**There were no carrying costs as of December 31, 1995.  The column has been
omitted for presentation purposes.




</TABLE>

































                                            -F -73-




Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 25,884,758

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................   (868,303)
    Other.............................................          0
                                                       ----------
                                                                 $   (868,303)

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/93............................$ 25,016,455

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    137,541
    Other.............................................          0
                                                       ----------
                                                                 $    137,541

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/94............................$ 25,153,996
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    201,421
    Other.............................................          0
                                                       ----------
                                                                 $    201,421

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/95............................$ 25,355,417






                                    -F -74-




Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 25,355,417

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................   1,311,862
    Other............................................           0
                                                      -----------
                                                                 $ 1,311,862
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0 
                                                                  -----------  
Balance at close of period - 03/31/96............................$ 26,667,279
                                                                  ===========




































                                       -F -75-<PAGE>
Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 2

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 1,024,113

  Current year expense..................................$  580,739
                                                         ---------

Balance at close of period - 3/31/93..............................$ 1,604,852

  Current year expense..................................$  572,977
                                                         ---------
Balance at close of period - 3/31/94..............................$ 2,177,829

  Current year expense..................................$  582,155
                                                         ---------

Balance at close of period - 3/31/95..............................$ 2,759,984

  Current year expense..................................$  571,705
                                                         ---------

Balance at close of period - 3/31/96..............................$ 3,331,689
                                                                   ==========
  


































                                       -F -76-<PAGE>
<TABLE>


<S>       <C>         <C>      <C>       <C>         <C>        <C>       <C>  
     <C>         <C>      <C>      <C>  

                              Boston Capital Tax Credit Fund Limited
Partnership - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                            Subsequent
                             Initial       capitalized     Gross amount at
which
                          cost to company    costs**     carried at close of
period
                          ---------------  ----------- 
- -----------------------------
                                Buildings                        Buildings     
         Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-      
         Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements   
Total    ciation   Date    Date    Life
- ------------------------------------------------------------------------------
- ---------------------------------------------
  
128 Park       518,999  27,000    919,215     11,804    27,000    931,019    
958,019   236,410    7/88   4/89       28

Ashland 
Invstmt.
Grp. II      1,787,443 165,464  2,210,076    (16,928)* 165,464  2,193,148  
2,358,612   448,961    5/89   3/89     5-50

Belfast
Birches
Assocs.      1,092,556  50,000  1,370,933      5,791    50,000  1,376,724 
1,426,724    260,035    5/89   5/89   5-27.5

Bowditch
School
Lodging      1,645,676  65,961  4,872,047       (867)*  65,961  4,871,180 
4,937,141    931,657   12/89   8/89       34

California    
Investors VI 4,000,683 400,000  7,307,955    139,892   400,000  7,447,847 
7,847,847   1,405,584   5/89   6/89       35

Carriage
Gate Apts.   1,480,026 128,480  1,816,497      4,390   128,480  1,820,887 
1,949,367    451,968   11/89   6/89   7-27.5

Central
Parkway 
Towers       2,800,000       0  9,276,692     62,333         0  9,339,025  
9,339,025 2,423,731   12/89   9/89   5-27.5

Colony Ct.
Apts.        1,496,709 130,000  1,819,588      2,863   130,000  1,822,451  
1,952,451   475,838    6/89   4/89   7-27.5

                                                        -F -76-  


                              Boston Capital Tax Credit Fund Limited
Partnership - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                            Subsequent
                             Initial       capitalized     Gross amount at
which
                          cost to company    costs**     carried at close of
period
                          ---------------  ----------- 
- -----------------------------
                                Buildings                        Buildings     
         Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-      
         Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements   
Total     ciation  Date    Date    Life
- ------------------------------------------------------------------------------
- ---------------------------------------------
Cruz Bay
Ltd.         1,492,592 217,600  1,729,345      8,254   217,600  1,737,599  
1,955,199   448,672    2/89   2/89   5-27.5

Fylex 
Housing      1,389,420 129,550  1,665,891     (3,967)* 129,550  1,661,924  
1,791,474   432,422    6/89   5/89     27.5

Greenwood
Apts.        1,443,233  55,000  1,824,558      3,409    55,000  1,827,967  
1,882,967   532,692    8/89   3/89   7-27.5

Hidden Cove    
Apts.        2,970,654 712,337  4,324,740     12,962   707,848  4,337,702  
5,045,550 1,164,917    8/89   4/89   7-27.5
 
Jackson
Apts.        1,196,531 232,000  1,286,033     21,841   233,537  1,307,874  
1,541,411   344,714    7/89   4/89   7-27.5

Lake North
Apts. II     1,066,279  60,000  1,340,829     (2,848)*  60,000  1,337,981  
1,397,981   273,280    1/89   4/89   5-27.5
 
Lake Park
LP           1,141,639  61,932  1,437,159          0    61,932  1,437,159  
1,499,091   386,055    5/89   4/89   7-27.5

Lakewood
Terrace
Ltd.         3,989,887 124,707  2,263,782  4,414,667   124,707  6,678,449  
6,803,156   947,561    8/89   5/89     27.5

Lincoln
Apts.        2,947,112 177,500  3,665,480    (10,300)* 177,500  3,655,180  
3,832,680   820,576   12/88   2/89   5-27.5
 
Maplewood
Apts.         758,966   37,900    938,775     16,925    37,900    955,700    
993,600   160,609    4/89   5/89       40


                                                        -F -77-

                              Boston Capital Tax Credit Fund Limited
Partnership - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                            Subsequent
                             Initial       capitalized     Gross amount at
which
                          cost to company    costs**     carried at close of
period
                          ---------------  ----------- 
- -----------------------------
                                Buildings                        Buildings     
         Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-      
         Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements   
Total     ciation  Date    Date    Life
- ------------------------------------------------------------------------------
- ---------------------------------------------
Mound
Plaza Ltd.    624,595   17,058    772,173      2,923    17,058    775,096   
792,154   187,913    9/89    8/89   5-27.5

Oak Crest
Manor II      911,828   77,500  1,049,551     (2,865)*  77,500  1,046,868 
1,124,186   177,266    5/89    5/89       40

Orange-
wood   
Villas      1,485,566   98,000  1,821,138      4,058    98,000  1,825,196 
1,923,196   464,892    9/89    6/89   7-27.5

Paige Hall  2,253,150  633,666  2,544,140    679,146         0  3,223,286 
3,223,286   678,938    4/89    3/89   7-27.5

Pedcor
Invstmts.   4,947,150  200,000  7,448,711    (13,230)* 200,000  7,435,481 
7,635,481 1,433,147    5/89    2/89   5-27.5

Queens
Ct. Apts.   1,261,348   92,200  2,185,579     70,173    92,200  2,255,752 
2,347,952   599,508    1/89    2/89   5-27.5

Rainbow
Apts.       1,956,775  181,767  2,215,940     26,782   141,767  2,242,722 
2,384,489   618,443    1/89    6/89   5-27.5
 
Ripon Apts.   806,649   29,040  1,016,757     12,432    29,040  1,029,189 
1,058,229   299,284    7/89    3/89   5-27.5

Southport,
Ltd.          966,443   52,800  1,176,478     (1,665)*  52,800  1,174,813 
1,227,613   338,825    2/89    4/89   5-27.5

Sun Village
Apts.       1,056,200   55,973  1,313,338      7,709    55,973  1,321,047 
1,377,020   303,627    5/88    4/89   5-27.5

Taylor
Terrace
Apts.       1,059,413   70,994  1,277,601     15,607    70,994  1,293,208 
1,364,202   433,016   11/88    4/89   5-27.5

                                                        -F -78-
                              Boston Capital Tax Credit Fund Limited
Partnership - Series 3
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                            Subsequent
                             Initial       capitalized     Gross amount at
which
                          cost to company    costs**     carried at close of
period
                          ---------------  ----------- 
- -----------------------------
                                Buildings                        Buildings     
         Accum.   Con-    Acq-    Depre-
                Encum-           and im-     Improve-             and im-      
         Depre-   struct  uired   ciation
Description    brances   Land   provements    ments       Land   provements   
Total     ciation  Date    Date    Life
- -----------------------------------------   
- ------------------------------------------------------------------------------
- ----

Trinidad 
Apts.        922,406    70,000  1,105,890    22,200     70,000  1,128,090 
1,198,090    303,332    6/89    6/89     27.5
  
Vassar Apts. 924,268    60,823  1,159,060     1,936     60,823  1,160,996 
1,221,819    336,007   11/89    3/89   7-27.5

Vidalia LP 1,488,462    75,000  1,887,347   (10,278)*   75,000  1,877,069 
1,952,069    511,336    5/89    4/89   7-27.5

Willow St.
Assoc.     1,485,034   116,380  1,798,301    (1,153)*  116,380  1,797,148 
1,913,528    574,924   12/88    2/89  15-27.5
          ---------- ---------  ---------  --------- --------- ----------
- ---------- ----------
          55,367,692 4,606,632 78,841,599  5,483,996 3,930,014 84,325,595
88,255,609 19,406,140  
          ========== =========  =========  ========= ========= ==========
========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1995.

*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1995.  The column has been
omitted for presentation purposes.


</TABLE>









                                                -F -79-




Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 83,692,934

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     52,507 
    Other.............................................          0
                                                       ----------
                                                                 $     52,507 

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/93............................$ 83,745,441

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     46,581
    Other.............................................          0
                                                       ----------
                                                                 $     46,581

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/94............................$ 83,792,022
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  4,295,176
    Other.............................................          0
                                                       ----------
                                                                 $  4,295,176

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/95............................$ 88,087,198





                                    -F- 80-




Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 88,087,198

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     168,411
    Other............................................           0
                                                      -----------
                                                                 $    168,411
 Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0 
                                                                  -----------  
Balance at close of period - 03/31/96............................$ 88,255,609
                                                                  ===========






































                                       -F- 81-



Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 3

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 7,778,663

  Current year expense..................................$2,897,006
                                                         ---------

Balance at close of period - 3/31/93..............................$10,675,569

  Current year expense..................................$2,848,313
                                                         ---------

Balance at close of period - 3/31/94..............................$13,523,882

  Current year expense..................................$2,914,588
                                                         ---------

Balance at close of period - 3/31/95..............................$16,438,470

  Current year expense..................................$2,226,160
                                                         ---------

Balance at close of period - 3/31/96..............................$19,406,140
                                                                   ==========

































                                        -F-82-
<PAGE>
<TABLE>

<S>       <C>         <C>     <C>        <C>         <C>      <C>         <C>  
        <C>        <C>    <C>     <C>

                              Boston Capital Tax Credit Fund Limited
Partnership - Series 4
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                            Subsequent
                             Initial       capitalized     Gross amount at
which
                          cost to company    costs**     carried at close of
period
                          ---------------  ----------- 
- -----------------------------
                                Buildings                        Buildings     
         Accum.   Con-    Acq-    Depre-
               Encum-           and im-     Improve-             and im-       
         Depre-   struct  uired   ciation
Description   brances    Land   provements    ments       Land   provements    
 Total   ciation  Date    Date    Life
- ------------------------------------------------------------------------------
- ---------------------------------------------    
    
Armory 
Square 
Ltd.       2,216,041    59,900  3,890,990     (7,515)*   59,900   3,883,475   
3,943,375     628,598   9/89   7/89   5-27.5

Auburn
Trace 
Ltd.      10,087,298   730,000  5,564,052  9,181,103    730,000  14,745,155  
15,475,155   3,650,408   1/90   6,89   5-27.5

Ault Apts.   457,100    12,058    570,737     30,249     12,058     600,986    
 613,044     166,744   7/89   6/89   7-27.5

Bowditch
School
Lodging    1,645,676    65,961  4,872,047       (867)*   65,961   4,871,180   
4,937,141     931,657  12/89   8/89   7-34

Burlwood 
Apts.        230,963    20,000    267,333      6,506     20,000     273,839    
 293,839      77,473   8/89   6/89   7-27.5

Cambria 
Commons    1,034,192     5,808  1,489,672      1,695      5,808   1,491,367   
1,497,175     384,636   7/89   9/89   5-27.5

Central
Parkway
Towers     2,800,000         0  9,276,692     62,333          0   9,339,025   
9,339,025   2,423,731  12/89   9/89   5-27.5

Clear
View Apts.   759,478    45,000    928,226      6,478     45,000     934,704    
 979,704     249,286  11/89  10/89   7-27.5


                                                 -F -83-

                              Boston Capital Tax Credit Fund Limited
Partnership - Series 4
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                             Subsequent
                             Initial       capitalized     Gross amount at
which
                          cost to company    costs**     carried at close of
period
                          ---------------  ----------- 
- -----------------------------
                                 Buildings                        Buildings    
          Accum.    Con-    Acq-    Depre-
               Encum-            and im-     Improve-             and im-      
          Depre-    struct  uired   ciation
Description   brances    Land   provements    ments        Land   provements   
 Total    ciation   Date    Date    Life
- ------------------------------------------------------------------------------
- ---------------------------------------------    

Fuller 
Townhomes    515,902    33,600    642,804      6,024     33,600     648,828    
 682,428     182,767   1/88   4/89   7-27.5

Greenwood
Terrace
Ltd.       1,084,087    80,439  1,352,865      3,294     80,439   1,356,159   
1,436,598     345,892   9/89   7/89   7-27.5

Haven
Park II      510,973   225,000  1,038,703      6,708    225,000   1,045,411   
1,270,411     246,758   6/89   7/89   7-40

Landmark
Ltd.
Partner-
ship       1,831,606   425,800  3,843,617     37,741    425,800   3,881,358   
4,307,158     845,748   5/89   8/89   5-27.5

Meadow-
crest
Apts.      2,914,432   286,065    867,009  4,143,306    286,065   5,010,315   
5,296,380   1,192,810  10/90   9/89   5-27.5

Milliken
Apts.        780,668    40,000    860,882     51,037     40,000     911,919    
 951,919     247,862   8/89   9/89   7-27.5

Montana
Ave. Apts.   671,278    92,179  1,007,036      3,543     93,846   1,010,579   
1,104,425     253,762  11/89   8/89   5-27.5

Monti-
cello
Ltd.       1,109,896    48,000  1,436,974      2,968     48,000   1,439,942   
1,487,942     353,945  12/89   7/89   7-27.5

New Grand
Hotel      4,022,196   308,000  6,150,420  1,079,355    308,000   7,229,775   
7,537,775   1,681,639   3/89   5/89   7-27.5
                                              
                                                         -F -84-
                               Boston Capital Tax Credit Fund Limited
Partnership - Series 4
                                   Schedule III - Real Estate and Accumulated
Depreciation
                                                      March 31, 1996

                                             Subsequent
                              Initial       capitalized     Gross amount at
which
                           cost to company    costs**     carried at close of
period
                           ---------------  ----------- 
- -----------------------------
                                 Buildings                        Buildings    
           Accum.   Con-    Acq-   Depre-
                Encum-            and im-     Improve-             and im-     
           Depre-   struct  uired  ciation
Description    brances    Land   provements    ments       Land   provements   
  Total    ciation   Date   Date   Life
- ------------------------------------------------------------------------------
- ---------------------------------------------
Pedcor
Invstmts.
1988 VI    5,058,674   454,472  7,748,826    439,409    454,472   8,188,235   
8,642,707   1,226,107  12/89   8/89   5-27.5

Rosen-
burg
Hotel      8,492,153   452,000  4,946,965  7,360,869    452,000  12,307,834  
12,759,834   1,374,986   1/89  11/89   7-40

Shockoe
Hill Apts. 1,913,776         0  3,152,879     (4,285)*        0   3,148,594   
3,148,594     520,599   9/89   8/89   5/27.5

Sunnyview
Apts.      2,232,823   135,000  1,806,927  2,018,783    315,000   3,825,710   
4,140,710     466,571   9/89   9/89   5-50

Topeka
Park
Phase II     403,620    36,874    759,705      1,911     36,874     761,616    
 798,490     219,933  12/88   7/89   7-27.5

Unity
Park
Apts.      9,119,890    99,000  9,828,746  2,067,105     99,000   11,895,851 
11,994,851  2,687,034  12/90   4/89   27.5

Van Dyke
Estates
XVI          678,810    80,000  1,134,679     87,787     80,000    1,222,466  
1,302,466    226,299  11/89   2/90   7-40

Wichita
West
Housing    2,124,955   181,874  3,876,750    (40,009)*  181,874   3,836,741   
4,018,615    963,409   9/89   8/89   7-27.5
          ---------- --------- ---------- ----------  --------- ----------- 
- ----------- ----------
          62,696,478 3,917,030 77,315,536 26,545,528  4,098,697 103,861,064 
107,959,761 21,548,654
          ========== ========= ========== ==========  ========= =========== 
=========== ==========

                                                      -F -85-

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December 31,
1995.

*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1995.  The column has been
omitted for presentation purposes.




</TABLE>


































                                           -F- 86-<PAGE>
Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92.......................$103,193,346

  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................          0
    Improvements, etc..............................  1,703,785
    Other..........................................          0
                                                    ----------
                                                              $  1,703,785 

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................    (16,119)
                                                    ----------
                                                              $    (16,119)
                                                               -----------  
Balance at close of period - 03/31/93.........................$104,881,012

  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................          0
    Improvements, etc..............................  2,453,119
    Other..........................................          0
                                                    ----------
                                                              $  2,453,119

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------  

Balance at close of period - 03/31/94.........................$107,334,131
  Additions during period:
    Acquisitions through foreclosure...............$         0
    Other acquisitions.............................          0
    Improvements, etc..............................     83,082
    Other..........................................          0
                                                    ----------
                                                              $     83,082

  Deductions during period:
    Cost of real estate sold.......................$         0
    Other..........................................          0
                                                    ----------
                                                              $          0
                                                               -----------  
Balance at close of period - 03/31/95.........................$107,417,213






                                       -F -87-




Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$107,417,213

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     542,548 
    Other............................................           0
                                                      -----------
                                                                 $    542,548 
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0 
                                                                  -----------  
Balance at close of period - 03/31/96............................$107,959,761
                                                                  ===========





































                                     -F -88-<PAGE>
Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 4

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$ 6,809,399

  Current year expense..................................$3,546,208
                                                         ---------

Balance at close of period - 3/31/93..............................$10,355,607

  Current year expense..................................$3,739,080
                                                         ---------

Balance at close of period - 3/31/94..............................$14,094,687

  Current year expense..................................$3,783,175
                                                         ---------

Balance at close of period - 3/31/95..............................$17,877,862

  Current year expense..................................$3,670,792 
                                                         ---------

Balance at close of period - 3/31/96..............................$21,548,654
                                                                   ==========

































                                         -F- 89-<PAGE>
<TABLE>


<S>         <C>        <C>       <C>          <C>          <C>       <C>       
 <C>         <C>       <C>    <C>      <C>     

                             Boston Capital Tax Credit Fund Limited
Partnership - Series 5
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close
of period
                          ---------------   -----------   
- ------------------------------
                                 Buildings                           
Buildings              Accum.   Con-    Acq-   Depre-
               Encum-            and im-       Improve-                and im- 
             Depre-   struct  uired  ciation
Description   brances    Land    provements      ments        Land   
provements    Total    ciation  Date    Date   Life
- ------------------------------------------------------------------------------
- ----------------------------------------------  
Annadale    6,762,134   794,249    3,448,985   8,698,033    226,000 
12,147,018  12,373,018 1,149,582   6/90   10/90   5-50

Calexico    1,578,989   189,545    2,140,711       4,211    189,545  
2,144,922   2,334,467   246,996   4/90    2/90   5-50

Glenhaven
Park          718,930   225,000      991,586    (157,466)*  195,000    
834,120   1,029,120   144,228   6/89    6/89     40

Point
Arena       1,208,629    79,160    1,715,209      81,167     79,160  
1,796,376   1,875,536   209,442   2/90    2/90   5-50
 
TKO 
Investments
Props. V    1,256,834   192,656    2,991,964      22,919    190,691  
3,014,883   3,205,574   619,004   9/89   10/89   5-30
           ---------- ---------   ----------   ---------    ------- 
- ----------  ---------- ---------   
           11,525,516 1,480,610   11,288,455   8,648,864    880,396 
19,937,319  20,817,715 2,369,252
           ========== =========   ==========   =========    ======= 
==========  ========== =========

Since the Operating Partnerships maintain a calendar year end the information
reported on this schedule is as of December 31,
1995.

*Reduction due to the sale of two building.
**There were no carrying costs as of December 31, 1995.  The column has been
omitted for presentation purposes. 



</TABLE>  


                                              -F- 90-


Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 20,288,851

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................      4,975 
    Other.............................................          0
                                                       ----------
                                                                 $      4,975 

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (943,687)
                                                       ----------
                                                                 $   (943,687)
                                                                  -----------  
Balance at close of period - 03/31/93............................$ 19,350,139

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    139,600
    Other.............................................          0
                                                       ----------
                                                                 $    139,600

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/94............................$ 19,489,739
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................     12,561
    Other.............................................          0
                                                       ----------
                                                                 $     12,561

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/95............................$ 19,502,300






                                    -F- 91-




Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 19,502,300

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................   1,315,415
    Other............................................           0
                                                      -----------
                                                                 $  1,315,415
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0 
                                                                  -----------  
Balance at close of period - 03/31/96............................$ 20,817,715
                                                                  ===========






































                                  -F- 92-<PAGE>
Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 5

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92.........................$   724,098

  Current year expense.................................$   400,685
                                                         ---------

Balance at close of period - 3/31/93..............................$ 1,124,783

  Current year expense.................................$   406,272
                                                         ---------

Balance at close of period - 3/31/94..............................$ 1,531,055

  Current year expense.................................$   403,858
                                                         ---------

Balance at close of period - 3/31/95..............................$ 1,934,913

  Current year expense.................................$   434,339
                                                         ---------

Balance at close of period - 3/31/96..............................$ 2,369,252
                                                                   ==========


































                                   -F- 93-
<PAGE>
<TABLE>

<S>       <C>        <C>      <C>         <C>        <C>        <C>        
<C>        <C>         <C>    <C>     <C>    

                             Boston Capital Tax Credit Fund Limited
Partnership - Series 6
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                            Subsequent
                             Initial       capitalized       Gross amount at
which
                          cost to company    costs**       carried at close of
period
                          ---------------  -----------   
- ----------------------------
                                Buildings                        Buildings     
         Accum.   Con-    Acq-   Depre-
               Encum-           and im-      Improve-             and im-      
         Depre-   struct  uired  ciation
Description   brances    Land   provements     ments      Land   provments     
Total    ciation  Date    Date   Life
- ------------------------------------------------------------------------------
- -------------------------------------------  
Auburn
Trace      10,087,298  730,000  5,564,052  9,181,103   730,000  14,745,155 
15,475,155  3,650,408   1/80   6/89   5-27.5

Briar-
wood
Estates       572,302   45,000    694,093      4,631    45,000     698,724    
743,724    212,625   9/88   9/89   5-27.5

Columbia
Park 
Apts.       5,102,553  189,631  7,194,885    513,773   189,631   7,708,658  
7,898,289  1,444,384   2/90  11/89   5-27.5

Eldon
Estates       558,101   28,000    709,320     10,692    28,000     720,012    
748,012    220,711   7/88   9/89   5-27.5

Green
Pines
Apts.       1,441,864  106,484  1,750,831      6,627   106,484   1,757,458  
1,863,942    306,345  11/89  10/89   5-27.5

Hacienda
Villa 
Apts.       3,980,713  233,165  4,135,079  3,290,834   233,165   7,425,913  
7,659,078  1,121,261   1/90  12/89   5-27.5

Hillan-
dale
Commons     3,207,981  601,653  4,198,973  1,814,396   601,653   6,013,369  
6,615,022  1,458,458   1/90  11/89   5-27.5

Holland 
West Apts.       2,218,076  175,000  2,301,607    842,227   175,000  
3,143,834   3,318,834    660,377   2/90  12/89   5-27.5

                                            -F- 94-
                             Boston Capital Tax Credit Fund Limited
Partnership - Series 6
                                  Schedule III - Real Estate and Accumulated
Depreciation
                                                     March 31, 1996

                                             Subsequent
                             Initial        capitalized        Gross amount at
which
                          cost to company     costs**        carried at close
of period
                          ---------------   -----------   
- ------------------------------
                                 Buildings                        Buildings    
          Accum.   Con-    Acq-   Depre-
               Encum-            and im-       Improve-            and im-     
          Depre-   struct  uired  ciation
Description   brances    Land    provements     ments     Land    provements   
 Total    ciation  Date    Date   Life
- ------------------------------------------------------------------------------
- --------------------------------------------  

Kearney 
Proper-
ties II      365,022    34,000    460,385      1,407    34,000     461,792    
495,792    149,496   3/88   9/89   5-27.5

Pleasant
Hill
Properties   562,722    25,000    703,690      3,848    25,000     707,538    
732,538    204,288   5/88   9/89   5-27.5

Rosen-
berg
Hotel      8,492,153   452,000  4,948,372  7,359,462   452,000  12,307,834 
12,759,834  1,374,986  12/88   9/89   5-27.5

Sherburne
Sr. Hsng.  1,317,585    43,000  1,786,132     54,813    43,000   1,840,945  
1,883,945    399,618   1/92  11/89   27.5

Socorro
Properties 1,256,606    85,000  1,652,129     45,787    85,000   1,697,916  
1,782,916    501,173  10/89  11/89   5-27.5

Warrensburg
Properties   573,188    30,000    743,401     18,409    30,000     761,810    
791,810    244,299   2/88   9/89   5-27.5

Woodcliff
Apts.        721,266    26,795    919,806     (1,037)*  26,795     918,769    
945,564    265,413  11/89  10/89   5-27.5
          ---------- --------- ---------- ---------- ---------  ---------- 
- ---------- ----------
          40,457,430 2,804,728 37,762,755 23,146,972 2,804,728  60,909,727 
63,714,455 12,213,842
          ========== ========= ========== ========== =========  ========== 
========== ==========

Since the Operating Partnerships maintain a calendar year end, the information
reported on this schedule is as of December
31, 1995.
*Decrease due to a reallocation of acquisition costs.
**There were no carrying costs as of December 31, 1995.  The column has been
ommitted for presentation purposes.
</TABLE>                                      
                                             -F -95-



Notes to Schedule III
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Land, Building & Improvements current year changes

Balance at beginning of period-04/01/92..........................$ 59,489,199

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................  3,679,360 
    Other.............................................          0
                                                       ----------
                                                                 $  3,679,360 

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/93............................$ 63,168,559

  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    447,307
    Other.............................................          0
                                                       ----------
                                                                 $    447,307
  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................          0
                                                       ----------
                                                                 $          0
                                                                  -----------  
Balance at close of period - 03/31/94............................$ 63,615,866
  Additions during period:
    Acquisitions through foreclosure..................$         0
    Other acquisitions................................          0
    Improvements, etc.................................    147,102
    Other.............................................          0
                                                       ----------
                                                                 $    147,102

  Deductions during period:
    Cost of real estate sold..........................$         0
    Other.............................................   (261,992)
                                                       ----------
                                                                 $   (261,992)
                                                                  -----------  
Balance at close of period - 03/31/95............................$ 63,500,976






                                    -F- 96-




Notes to Schedule III-Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Land, Building & Improvements current year changes-Continued

Balance at close of period - 03/31/95............................$ 63,500,976

  Additions during period:
    Acquisitions through foreclosure.................$          0
    Other acquisitions...............................           0
    Improvements, etc................................     231,479 
    Other............................................           0
                                                      -----------
                                                                 $    231,479 
  Deductions during period:
    Cost of real estate sold.........................$          0
    Other............................................           0
                                                      -----------
                                                                 $          0 
                                                                  -----------  
Balance at close of period - 03/31/96............................$ 63,714,455
                                                                  ===========






































                                      -F- 97-
<PAGE>
Notes to Schedule III - Continued
Boston Capital Tax Credit Fund Limited Partnership - Series 6

Reconciliation of Accumulated Depreciation current year changes

Balance at beginning of period - 04/01/92............................$
3,757,494

  Current year expense.....................................$2,096,245
                                                            ---------

Balance at close of period - 3/31/93.................................$
5,853,739

  Current year expense.....................................$2,168,130
                                                            ---------

Balance at close of period - 3/31/94.................................$
8,021,869

  Current year expense.....................................$2,112,071
                                                            ---------

Balance at close of period -
3/31/95.................................$10,133,940

  Current year expense.....................................$2,079,902 
                                                            ---------

Balance at close of period -
3/31/96.................................$12,213,842
                                                                     
==========


































                                     -F- 98-



<TABLE> <S> <C>

<ARTICLE> CT
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          MAR-31-1996
<PERIOD-START>                             APR-01-1995
<PERIOD-END>                               MAR-31-1996
<TOTAL-ASSETS>                              28,194,596
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                28,194,596
<TOTAL-REVENUES>                                10,378
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (6,207,287)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (6,196,909)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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