BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIP
10-Q, 1996-08-14
OPERATORS OF APARTMENT BUILDINGS
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                                  FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549

(Mark One)

[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE     
SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended    June 30, 1996
                                     ------------------
                                      or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE    
SECURITIES EXCHANGE ACT OF 1934

     For the transition period from -------- to --------


Commission file number    0-17679                                          
                        -----------------------------------------

       BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP       
- -----------------------------------------------------------------
      (Exact name of registrant as specified in its charter) 

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

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

Registrant's telephone number, including area code (617) 624-8900        
                                                   --------------

- -----------------------------------------------------------------
(Former name, former address and former fiscal year, if changed 
since last report)

     Indicate by check mark whether the registrant (1) has filed 
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months 
(or for such shorter period that the registrant was required to
file such reports), and (2)has been subject to such filing
requirements for the past 90 days.

                            Yes   X          No 
                                ------           ------

<PAGE>
             BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP
             --------------------------------------------------



                        QUARTERLY REPORT ON FORM 10-Q
                     FOR THE QUARTER ENDED JUNE 30, 1996
              -----------------------------------------------


                              TABLE OF CONTENTS
                              -----------------



 PART I - FINANCIAL INFORMATION
 
   Item 1.  Financial Statements..............................

            Balance Sheets....................................
            Statements of Operations..........................
            Statement of Changes in Partners' Capital......... 
            Statements of Cash Flows..........................
            Notes to Financial Statements.....................
   Item 2.  Management's Discussion and Analysis of 
            Financial Condition and Results 
            of Operations.....................................

PART II - OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K.................. 

            Signatures........................................

                    
                  
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
                   
<PAGE>
               Boston Capital Tax Credit Fund Limited Partnership

                            BALANCE SHEETS
                            
            
                                                                               
                                              June 30,             March 31, 
                                                1996                 1996   
                                             (Unaudited)           (Audited)  
                                            ------------         ------------
ASSETS 
                                           
INVESTMENTS IN OPERATING                              
PARTNERSHIPS (Note D)                        $25,947,528          $27,395,600  
       
                      
OTHER ASSETS
   Cash and cash equivalents                     284,558              280,931 
   Other assets                                  550,417              518,065 
                                              ----------           ----------

                                             $26,782,503          $28,194,596
                                              ==========           ==========

LIABILITIES

Accounts payable & accrued 
expenses (Note C)                            $ 3,992,791          $ 3,696,067
                                              ----------           ----------
                              
PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 9,800,600 issued and      23,411,727           25,103,457
     outstanding                   
     
General Partner                                 (622,015)            (604,928)
                                              ----------           ----------
                                              22,789,712           24,498,529
                                              ----------           ----------

                                             $26,782,503          $28,194,596
                                              ==========           ==========



       The accompanying notes are an integral part of these statements.

           

                                    1<PAGE>
              Boston Capital Tax Credit Fund Limited Partnership
         
                              BALANCE SHEETS
    
                                                     SERIES 1
                                           ----------------------------
          
                                              June 30,        March 31, 
                                                1996             1996   
                                             (Unaudited)      (Audited) 
                                             -----------      ---------
ASSETS

INVESTMENTS IN OPERATING
   PARTNERSHIPS (Note D)                     $ 280,394        $ 378,057


OTHER ASSETS
Cash and cash equivalents                       50,738           52,334    
Other assets                                    54,303           54,303       
                                              --------         --------
                                          
                                             $ 385,435        $ 484,694
                                              ========         ========
      
LIABILITIES

Accounts payable and accrued
expenses (Note C)                            $ 978,891        $ 929,214
                                              --------         --------

PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 1,299,900 issued and      (474,298)        (326,851)
     outstanding
     
General Partner                               (119,158)        (117,669)
                                              --------         --------

                                              (593,456)        (444,520)
                                              --------         --------

                                             $ 385,435        $ 484,694
                                              ========         ========




         The accompanying notes are an integral part of these statements.

                                      2<PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

                           BALANCE SHEETS
     
                                                      SERIES 2
                                            ----------------------------
              
                                               June 30,        March 31, 
                                                1996             1996   
ASSETS                                       (Unaudited)       (Audited) 
                                             -----------       ---------
INVESTMENTS IN OPERATING                                                
   PARTNERSHIPS (Note D)                      $2,274,970      $2,445,164


OTHER ASSETS
Cash and cash equivalents                          2,320           1,262    
Other assets                                     360,285         360,285 
                                               ---------       ---------
                                          
                                              $2,637,575      $2,806,711
                                               =========       =========
      


LIABILITIES

Accounts payable & accrued
expenses (Note C)                             $  233,273      $  213,489
                                               ---------       --------- 

PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 830,300 issued and
     outstanding                               2,449,602       2,636,633

     
General Partner                                  (45,300)        (43,411)
                                               ---------       ---------

                                               2,404,302       2,593,222
                                               ---------       ---------

                                              $2,637,575      $2,806,711
                                               =========       =========


        The accompanying notes are an integral part of these statements.


                                     3       <PAGE>
          
              Boston Capital Tax Credit Fund Limited Partnership

                              BALANCE SHEETS
   
                                                       SERIES 3
                                             ----------------------------
              
                                               June 30,        March 31, 
                                                1996             1996   
ASSETS                                       (Unaudited)       (Audited) 
                                             -----------       ---------
INVESTMENTS IN OPERATING                                                
   PARTNERSHIPS (Note D)                      $7,039,015      $7,500,960


OTHER ASSETS
Cash and cash equivalents                          6,801           5,460    
Other assets                                      41,861          41,861 
                                               ---------       ---------
                                          
                                              $7,087,677      $7,548,281
                                               =========       =========
      


LIABILITIES         

Accounts payable & accrued
expenses (Note C)                             $1,102,915      $1,027,573
                                               ---------       ---------

PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 2,882,200 issued and
     outstanding                               6,176,828       6,707,415

     
General Partner                                 (192,066)       (186,707)
                                               ---------       ---------

                                               5,984,762       6,520,708
                                               ---------       ---------

                                              $7,087,677      $7,548,281
                                               =========       =========

       The accompanying notes are an integral part of these statements.


                                     4       <PAGE>
          
              Boston Capital Tax Credit Fund Limited Partnership

                           BALANCE SHEETS
   
                                                      SERIES 4
                                            ----------------------------
                                               June 30,       March 31,
                                                1996             1996    
                                             (Unaudited)      (Audited)
                                            ------------      ----------
ASSETS                                                                   

   INVESTMENTS IN OPERATING                                      
   PARTNERSHIPS (Note D)                      $9,345,679     $ 9,933,715


OTHER ASSETS

   Cash and cash equivalents                      22,371          25,928 
   Other assets                                   60,855          28,503 
                                              ----------      ----------
                                          
                                             $ 9,428,905     $ 9,988,146
                                              ==========      ==========
      


LIABILITIES

Accounts payable & accrued
expenses (Note C)                            $   888,421     $   788,069
                                              ----------      ----------
PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 2,995,300 issued and
     outstanding                               8,715,184       9,368,181
    
General Partner                                 (174,700)       (168,104)
                                              ----------      ----------

                                               8,540,484       9,200,077
                                              ----------      ----------

                                             $ 9,428,905     $ 9,988,146
                                              ==========      ==========



          The accompanying notes are an integral part of these statements.

                                        5       <PAGE>
             Boston Capital Tax Credit Fund Limited Partnership
 
                            BALANCE SHEETS
   
                                                      SERIES 5
                                            ----------------------------
                                               June 30,       March 31,
                                                1996            1996    
                                             (Unaudited)      (Audited)
                                            ------------      ----------

ASSETS                                                                   

  INVESTMENTS IN OPERATING                                      
  PARTNERSHIPS (Note D)                       $1,395,899      $1,422,271 


OTHER ASSETS
                  
  Cash and cash equivalents                      157,349         156,816 
  Other assets                                    33,113          33,113 
                                               ---------       ---------
                                            
                                              $1,586,361      $1,612,200
                                               =========       =========
      


LIABILITIES

Accounts payable & accrued
expenses (Note C)                             $   40,234      $   28,369     
                                               ---------       ---------

PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 489,900 issued and
     outstanding                               1,572,416       1,609,743
    
General Partner                                  (26,289)        (25,912)
                                               ---------       ---------

                                               1,546,127       1,583,831
                                               ---------       ---------

                                              $1,586,361      $1,612,200
                                               =========       =========

     The accompanying notes are an integral part of these statements.

                                  6      <PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                         BALANCE SHEETS

      
                                                     SERIES 6
                                            ----------------------------
                                              June 30,         March 31,
                                               1996              1996    
                                            (Unaudited)       (Audited)
                                            ------------      ----------

ASSETS                                                                   

   INVESTMENTS IN OPERATING                                      
   PARTNERSHIPS (Note D)                      $5,611,571      $5,715,433 


OTHER ASSETS
                  
   Cash and cash equivalents                      44,979          39,131 
   Other assets                                        -               - 
                                               ---------       ---------
                                          
                                              $5,656,550      $5,754,564
                                               =========       =========
      


LIABILITIES

Accounts payable & accrued
expenses (Note C)                             $  749,057      $  709,353
                                               ---------       --------- 
PARTNERS' CAPITAL
   Assignees                         
     Units of beneficial interest of the
     limited partnership interest of the
     assignor limited partner, $10 stated
     value per BAC, 1,303,000 issued and
     outstanding                               4,971,995       5,108,336
    
General Partner                                  (64,502)        (63,125)
                                               ---------       ---------

                                               4,907,493       5,045,211
                                               ---------       ---------

                                              $5,656,550      $5,754,564
                                               =========       =========

      The accompanying notes are an integral part of these statements.

                                    7<PAGE>
             Boston Capital Tax Credit Fund Limited Partnership

                         STATEMENTS OF OPERATIONS

                         Three Months Ended June 30,
                               (Unaudited)

            
                                                                              
                                             1996         1995   
                                             ----         ----

Income
  Interest income                       $     1,980   $     2,654 
  Miscellaneous income                           20             -
                                         ----------    ----------

                                              2,000         2,654
                                         ----------    ----------  
  
Share of loss from Operating 
  Partnerships (Note D)                  (1,445,413)   (1,981,627) 
                                         ----------    ---------- 

Expenses
  Amortization                                    -             -  
  Partnership management fees               223,944       211,229  
  General and administrative expenses        41,460        21,447 
                                         ----------    ---------- 

                                            265,404       232,676 
                                         ----------    ----------  

      
  NET LOSS                              $(1,708,817)  $(2,211,649)
                                         ==========    ==========

Net loss allocated to assignees         $(1,691,729)  $(2,189,532)
                                         ==========    ==========

Net loss allocated to general partner   $   (17,088)  $   (22,117)
                                         ==========    ==========

Net loss per BAC                        $      (.90)  $     (1.21) 
                                         ==========    ==========




       The accompanying notes are an integral part of these statements.
                                   
  
                                     8
<PAGE>
          Boston Capital Tax Credit Fund Limited Partnership

                       STATEMENTS OF OPERATIONS
        
                       Three Months Ended June 30,    
                             (Unaudited)
               
                                                      SERIES 1
                                               -----------------------
                                                  1996          1995
                                                  ----          ----
Income                                                                
  Interest income                              $     367     $     454 
  Miscellaneous income                                20             -
                                                --------      --------

                                                     387           454
                                                --------      --------  
  
Share of loss from Operating 
  Partnerships (Note D)                          (97,663)     (118,505) 
                                                --------      -------- 

Expenses
  Amortization                                         -             -  
  Partnership management fees                     44,476        45,537  
  General and administrative expenses              7,184         2,462 
                                                --------      -------- 

                                                  51,660        47,999 
                                                --------      --------  

      
  NET LOSS                                     $(148,936)    $(166,050)
                                                ========      ========

Net loss allocated to assignees                $(147,447)    $(164,390)
                                                ========      ========

Net loss allocated to general partner          $  (1,489)    $  (1,660)
                                                ========      ========

Net loss per BAC                               $    (.11)    $    (.12) 
                                                ========      ========

 



        The accompanying notes are an integral part of these statements.


                                     9 <PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                        STATEMENTS OF OPERATIONS
        
                        Three Months Ended June 30,
                               (Unaudited)
               
                                                                          
                                                     SERIES 2
                                               ----------------------
                                                  1996         1995
                                                  ----         ----
Income                                                                
  Interest income                             $       9           147 
  Miscellaneous income                                -             -
                                               --------      --------

                                                      9           147
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (Note D)                        (170,192)     (190,927) 
                                               --------      -------- 

Expenses
  Amortization                                        -             -  
  Partnership management fees                    13,946        16,341  
  General and administrative expenses             4,791         2,931
                                               --------      -------- 

                                                 18,737        19,272 
                                               --------      --------  

      
  NET LOSS                                    $(188,920)    $(210,052)
                                               ========      ========

Net loss allocated to assignees               $(187,031)    $(207,951)
                                               ========      ========

Net loss allocated to general partner         $  (1,889)    $  (2,101)
                                               ========      ========

Net loss per BAC                              $    (.22)    $    (.25) 
                                               ========      ========




       The accompanying notes are an integral part of these statements.

                                     10 <PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                        STATEMENTS OF OPERATIONS
        
                       Three Months Ended June 30,    
                              (Unaudited)
               
                                                                          
                                                     SERIES 3
                                               ----------------------
                                                 1996         1995
                                                 ----         ----  
Income                                                                
  Interest income                             $      37     $     157 
  Miscellaneous income                                -             -
                                               --------      --------

                                                     37           157
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (Note D)                        (459,288)     (925,723) 
                                               --------      -------- 

Expenses
  Amortization                                        -             -  
  Partnership management fees                    65,697        65,697  
  General and administrative expenses            10,998         5,704 
                                               --------      -------- 

                                                 76,695        71,401 
                                               --------      --------  

      
  NET LOSS                                    $(535,946)    $(996,967)
                                               ========      ========

Net loss allocated to assignees               $(530,587)    $(986,997)
                                               ========      ========

Net loss allocated to general partner         $  (5,359)    $  (9,970)
                                               ========      ========

Net loss per BAC                              $    (.18)    $    (.34) 
                                               ========      ========



       The accompanying notes are an integral part of these statements.



                                      11 <PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

                         STATEMENTS OF OPERATIONS
        
                         Three Months Ended June 30,    
                               (Unaudited)
               
                                                                          
                                                     SERIES 4
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                             $     181     $     383 
  Miscellaneous income                                -             -
                                               --------      --------

                                                    181           383
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (Note D)                        (588,036)     (483,169) 
                                               --------      -------- 

Expenses
  Amortization                                        -             -  
  Partnership management fees                    62,222        62,721  
  General and administrative expenses             9,516         5,305 
                                               --------      -------- 

                                                 71,738        68,026 
                                               --------      --------  

      
  NET LOSS                                    $(659,593)    $(550,812)
                                               ========      ========

Net loss allocated to assignees               $(652,997)    $(545,304)
                                               ========      ========

Net loss allocated to general partner         $  (6,596)    $  (5,508)
                                               ========      ========

Net loss per BAC                              $    (.22)    $    (.18) 
                                               ========      ========





       The accompanying notes are an integral part of these statements.

                                     12 <PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

                       STATEMENTS OF OPERATIONS
        
                      Three Months Ended June 30, 
                             (Unaudited)
                 
                                                      SERIES 5
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                             $   1,107     $   1,293 
  Miscellaneous income                                -             -
                                               --------      --------

                                                  1,107         1,293
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (Note D)                         (26,372)      (68,719) 
                                               --------      -------- 

Expenses
  Amortization                                        -             -  
  Partnership management fees                     8,908         9,864  
  General and administrative expenses             3,531         2,621 
                                               --------      -------- 

                                                 12,439        12,485 
                                               --------      --------  

      
  NET LOSS                                    $ (37,704)    $ (79,911)
                                               ========      ========

Net loss allocated to assignees               $ (37,327)    $ (79,112)
                                               ========      ========

Net loss allocated to general partner         $    (377)    $    (799)
                                               ========      ========

Net loss per BAC                              $    (.07)    $    (.16) 
                                               ========      ========




       The accompanying notes are an integral part of these statements.



                                    13 <PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

                     STATEMENTS OF OPERATIONS
        
                    Three Months Ended June 30,     
                           (Unaudited)
               
                                                      SERIES 6
                                               ----------------------
                                                 1996          1995
                                                 ----          ----
Income                                                                
  Interest income                             $     279     $     220 
  Miscellaneous income                                -             -
                                               --------      --------

                                                    279           220
                                               --------      --------  
  
Share of loss from Operating 
  Partnerships (Note D)                        (103,862)     (194,584) 
                                               --------      -------- 

Expenses
  Amortization                                        -             -  
  Partnership management fees                    28,695        11,069  
  General and administrative expenses             5,440         2,424 
                                               --------      -------- 

                                                 34,135        13,493 
                                               --------      --------  

      
  NET LOSS                                    $(137,718)    $(207,857)
                                               ========      ========

Net loss allocated to assignees               $(136,341)    $(205,778)
                                               ========      ========

Net loss allocated to general partner         $  (1,377)    $  (2,079)
                                               ========      ========

Net loss per BAC                              $    (.10)    $    (.16) 
                                               ========      ========






       The accompanying notes are an integral part of these statements.
 
                                   14 <PAGE>
              Boston Capital Tax Credit Fund Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     Three Months Ended June 30, 1996    
                                 (Unaudited)


   
                                               General
                                Assignees      Partner      Total
                                ---------      -------      -----


Partners' capital (deficit),
    April 1, 1996             $25,103,457     $(604,928) $24,498,529


Net loss                       (1,691,730)      (17,087)  (1,708,817)
                               ----------      --------   ----------


Partners' capital (deficit),
    June 30, 1996             $23,411,727     $(622,015) $22,789,712
                               ==========      ========   ==========
























       The accompanying notes are an integral part of these statements.



                                      15<PAGE>
              Boston Capital Tax Credit Fund Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     Three Months Ended June 30, 1996    
                                 (Unaudited)


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

Partners' capital (deficit),
    April 1, 1996               $(326,851)    $(117,669)    $(444,520)

Net loss                         (147,447)       (1,489)     (148,936)
                                 --------      --------      --------
Partners' capital (deficit),
    June 30, 1996               $(474,298)    $(119,158)    $(593,456)
                                 ========      ========      ========

Series 2
- --------

Partners' capital (deficit),
    April 1, 1996              $2,636,633      $(43,411)   $2,593,222

Net loss                         (187,031)       (1,889)     (188,820)
                                ---------       -------     ---------

Partners' capital (deficit),
    June 30, 1996              $2,449,602      $(45,300)   $2,404,302
                                =========       =======     =========

Series 3
- --------

Partners' capital (deficit),
    April 1, 1996             $ 6,707,415     $(186,707)  $ 6,520,708
 
Net loss                         (530,587)       (5,359)     (535,946)
                               ----------      --------    ----------

Partners' capital (deficit),   
    June 30, 1996             $ 6,176,828     $(192,066)  $ 5,984,762
                               ==========      ========    ==========



       The accompanying notes are an integral part of these statements.

                                     16<PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                  STATEMENT OF CHANGES IN PARTNERS' CAPITAL

                     Three Months Ended June 30, 1996    
                                 (Unaudited)


   
                                               General
                                Assignees      Partner      Total
                                ---------      -------      -----
Series 4
- --------

Partners' capital (deficit),
    April 1, 1996             $ 9,368,181     $(168,104)  $ 9,200,077

Net loss                         (652,997)       (6,596)     (659,593)
                               ----------      --------    ----------
Partners' capital (deficit),
    June 30, 1996             $ 8,715,184     $(174,700)  $ 8,540,484 
                               ==========      ========    ==========

Series 5
- --------

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

Net loss                          (37,327)         (377)      (37,704)
                                ---------       -------     ---------

Partners' capital (deficit),
    June 30, 1996              $1,572,416      $(26,289)   $1,546,127
                                =========       =======     =========

Series 6
- --------

Partners' capital (deficit),
    April 1, 1996              $5,108,336      $(63,125)   $5,045,211
 
Net loss                         (136,341)       (1,377)     (137,718)
                                ---------      --------      --------

Partners' capital (deficit),   
    June 30, 1996              $4,971,995      $(64,502)   $4,907,493
                                =========       =======     =========


       The accompanying notes are an integral part of these statements.

                                   17<PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                         STATEMENTS OF CASH FLOWS
                                       
                      Three Months Ended June 30, 1996
                                (Unaudited)



                                             1996             1995   
                                             ----             ----   
Cash flows from operating activities:
    Net loss                              $(1,708,817)   $(2,211,649)
    Adjustments
       Distributions from Operating
         Partnerships                           2,657          1,543
       Amortization                                 -              -
       Share of loss from Operating                                            
         Partnerships                       1,445,413      1,981,627 

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses         296,726        241,003
       Decrease (Increase) in other
         assets                               (32,352)       (39,853)
                                           ----------     ----------
                      
         Net cash used in operating
           activities                           3,627        (27,329)
                                           ----------     ----------  


         INCREASE (DECREASE) IN CASH AND      
           CASH EQUIVALENTS                     3,627        (27,329)


Cash and cash equivalents, beginning          280,931        409,285
                                           ----------     ----------

Cash and cash equivalents, ending         $   284,558    $   391,956
                                           ==========     ==========















       The accompanying notes are an integral part of these statements.

                                     18<PAGE>
             Boston Capital Tax Credit Fund Limited Partnership

                           STATEMENTS OF CASH FLOWS
                                       
                       Three Months Ended June 30, 1996
                                 (Unaudited)

                                                    Series 1
                                            -------------------------
                                                1996          1995   
                                                ----          ----   
Cash flows from operating activities:
    Net loss                                 $(148,936)  $  (166,050)
    Adjustments
       Distributions from Operating
         Partnerships                                -             -
       Amortization                                  -             -
       Share of loss from Operating                                            
         Partnerships                           97,663       118,505

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses           49,677        85,437
       Decrease (Increase) in other
         assets                                      -       (38,853)
                                              --------     ---------
                      
         Net cash provided by (used in)
           operating activities                 (1,596)         (961)
                                              --------     ---------  


         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                 (1,596)         (961)


Cash and cash equivalents, beginning            52,334        67,610
                                              --------     ---------

Cash and cash equivalents, ending            $  50,738    $   66,649
                                              ========     =========
















     The accompanying notes are an integral part of these statements.

                                   19<PAGE>
             Boston Capital Tax Credit Fund Limited Partnership

                           STATEMENTS OF CASH FLOWS
                                       
                       Three Months Ended June 30, 1996 
                                 (Unaudited)

                                                    Series 2
                                            -------------------------
                                                1996           1995            
                                               ----           ----
Cash flows from operating activities:
    Net loss                                 $(188,920)     $(210,052)
    Adjustments
       Distributions from Operating
         Partnerships                                -              -
       Amortization                                  -              -
       Share of loss from Operating                                            
         Partnerships                          170,192        190,927

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses           19,786         17,531
       Decrease (Increase) in other
         assets                                      -              -
                                              --------       --------
                      
         Net cash provided by (used in)
           operating activities                  1,058         (1,594)
                                              --------       --------  


         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                  1,058         (1,594)


Cash and cash equivalents, beginning             1,262         23,531
                                              --------       --------

Cash and cash equivalents, ending           $    2,320      $  21,937
                                              ========       ========











       The accompanying notes are an integral part of these statements.


                                    20<PAGE>
          Boston Capital Tax Credit Fund Limited Partnership

                       STATEMENTS OF CASH FLOWS
                                       
                      Three Months Ended June 30,
                             (Unaudited)

                                                    Series 3
                                           -------------------------
                                              1996            1995   
                                              ----            ----   
Cash flows from operating activities:
    Net loss                              $  (535,946)   $  (996,967)
    Adjustments
       Distributions from Operating
         Partnerships                           2,657          1,543
       Amortization                                 -              -
       Share of loss from Operating                                            
         Partnerships                         459,288        925,723

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses          75,342         67,718
       Decrease (Increase) in other
         assets                                     -              -
                                            ---------      ---------
                      
         Net cash provided by (used in)
           operating activities                 1,341         (1,983)
                                            ---------      ---------  


         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                 1,341         (1,983)


Cash and cash equivalents, beginning            5,460         25,072
                                            ---------      ---------

Cash and cash equivalents, ending          $    6,801     $   23,089
                                            =========      =========















       The accompanying notes are an integral part of these statements.

                                     21<PAGE>
             Boston Capital Tax Credit Fund Limited Partnership

                         STATEMENTS OF CASH FLOWS
                                       
                        Three Months Ended June 30,     
                                (Unaudited)
                                                    Series 4
                                           -------------------------
                                              1996           1995   
                                              ----           ----   
Cash flows from operating activities:
    Net loss                              $  (659,593)   $  (550,812)
    Adjustments
       Distributions from Operating
         Partnerships                               -              -
       Amortization                                 -              -
       Share of loss from Operating                                            
         Partnerships                         588,036        483,169

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses         100,352         62,941
       Decrease (Increase) in other
         assets                               (32,352)             2
                                            ---------      ---------
                      
         Net cash provided by (used in)
           operating activities                (3,557)        (4,700) 
                                            ---------      ---------  


         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                (3,557)        (4,700) 


Cash and cash equivalents, beginning           25,928         59,115
                                            ---------      ---------

Cash and cash equivalents, ending          $   22,371     $   54,415
                                            =========      =========















       The accompanying notes are an integral part of these statements.

                                     22<PAGE>
              Boston Capital Tax Credit Fund Limited Partnership

                          STATEMENTS OF CASH FLOWS
                                       
                         Three Months Ended June 30,     
                                 (Unaudited)

                                                    Series 5
                                            -------------------------
                                               1996           1995   
                                               ----           ----   
Cash flows from operating activities:
    Net loss                                $ (37,704)     $ (79,911)
    Adjustments
       Distributions from Operating
         Partnerships                               -              -
       Amortization                                 -              -
       Share of loss from Operating                                            
         Partnerships                          26,372         68,719 

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses          11,865        (28,913)
       Decrease (Increase) in other
         assets                                    -          (1,002)
                                              -------       --------
                      
         Net cash provided by (used in)
           operating activities                   533        (41,107)
                                              -------       --------  


         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                   533        (41,107)


Cash and cash equivalents, beginning          156,816        208,686
                                              -------       --------

Cash and cash equivalents, ending            $157,349      $ 167,579
                                              =======       ========













       The accompanying notes are an integral part of these statements.

                                      23<PAGE>
             Boston Capital Tax Credit Fund Limited Partnership

                           STATEMENTS OF CASH FLOWS
                                       
                          Three Months Ended June 30,    
                                  (Unaudited)

                                                    Series 6
                                            -------------------------
                                                1996          1995   
                                                ----          ----   
Cash flows from operating activities:
    Net loss                                 $(137,718)    $(207,857)
    Adjustments
       Distributions from Operating
         Partnerships                                -             -
       Amortization                                  -             -
       Share of loss from Operating                                            
         Partnerships                          103,862       194,584

    Changes in assets and liabilities
       Increase (Decrease) in accounts
         payable and accrued expenses           39,704        36,289
       Decrease (Increase) in other
         assets                                      -             -
                                              --------      --------
                      
         Net cash provided by (used in)
           operating activities                  5,848        23,016 
                                              --------      --------  


         INCREASE (DECREASE) IN CASH          
           AND CASH EQUIVALENTS                  5,848        23,016 
                                            

Cash and cash equivalents, beginning            39,131        25,271
                                              --------      --------

Cash and cash equivalents, ending            $  44,979     $  48,287
                                              ========      ========














       The accompanying notes are an integral part of these statements.

                                     24<PAGE>
              Boston Capital Tax Credit Fund Limited Partnership

                        NOTES TO FINANCIAL STATEMENTS

                                June 30, 1996 
                                 (Unaudited)

NOTE A - ORGANIZATION

    Boston Capital Tax Credit Fund Limited Partnership ("the  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 partnerships which have acquired, developed, rehabilitated,
operate and own newly constructed, existing or rehabilitated low-income
apartment complexes  ("Operating Partnerships").  On August 22, 1988, American
Affordable Housing VI Limited Partnership changed its name to Boston Capital
Tax Credit Fund Limited Partnership.  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.  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.  The Partnership sold 1,299,900 of Series 1 BACs,
830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4
BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs.  The
Partnership is no longer offering and does not intend to offer any additional
BACs.

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES

     The condensed financial statements included herein as of June 30, 1996
and for the three months then ended have been prepared by the Partnership,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission.  The Partnership accounts for its investments in
Operating Partnerships using the equity method, whereby the Partnership
adjusts its investment cost for its share of each Operating Partnership's
results of operations and for any distributions received or accrued.  Costs
incurred by the Partnership in acquiring the investments in Operating
Partnerships are capitalized to the investment account.  The Partnership's
accounting and financial reporting policies are in conformity with generally
accepted accounting principles and include adjustments in interim periods
considered necessary for a fair presentation of the results of operations. 
Such adjustments are of a normal recurring nature.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed 

                                  25<PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

               NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 1996   
                              (Unaudited)
          
NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES (continued)

or omitted pursuant to such rules and regulations.  It is suggested that these
condensed financial statements be read in conjunction with the financial
statements and the notes thereto included in the Partnership's Annual Report
on Form 10-K.         
 
NOTE C - RELATED PARTY TRANSACTIONS

       The Partnership has entered into several transactions with various
affiliates of the general partner, including Boston Capital Partners, Inc. and
Boston Capital Communications Limited Partnership.  

       Administrative expenses were incurred by Boston Capital Partners, Inc.
and it's affiliates on behalf of the Partnership during the quarters ended
June 30, 1996 and 1995 as follows:

                               1996       1995                                 
                              -----      -----
                Series 1    $ 2,671    $ 2,763 
                Series 2      2,263      2,646
                Series 3      4,345      3,585
                Series 4      4,183      3,476
                Series 5      1,478      1,439
                Series 6      1,752      1,584
                              -----     ------
                            $16,692    $15,493
                             ======     ======

       An annual partnership management fee based on .375 percent of the
aggregate cost of all apartment complexes owned by the Operating Partnerships
has been accrued to Boston Capital Communications Limited Partnership.  The
partnership management fee charged to operations, less the amount of certain
partnership management and reporting fees paid by the Operating Partnerships,
for the quarters ended June 30, 1996 and 1995 are as follows:

                               1996        1995
                               ----        ----
                Series 1   $ 44,476    $ 45,537
                Series 2     13,946      16,341
                Series 3     65,697      65,697
                Series 4     62,222      62,721
                Series 5      8,908       9,864
                Series 6     28,695      11,069
                            -------     -------
                           $223,944    $211,229
                            =======     =======
                                    26<PAGE>
          Boston Capital Tax Credit Fund Limited Partnership

               NOTES TO FINANCIAL STATEMENTS - CONTINUED
                           June 30, 1996  
                            (Unaudited)
          
NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

       At June 30, 1996 and 1995, the Partnership had limited partnership 
interests in one hundred and 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.

       Under the terms of the Partnership's investment in each Operating
Partnership, the Partnership was required to make capital contributions to
such Operating Partnerships.  These contributions were payable in installments
over several years upon each Operating Partnership achieving specified levels
of construction and/or operations.  At June 30, 1996 and 1995, all capital
contributions had been paid to the Operating Partnerships in all of the
Series.

       The Partnership's fiscal year ends March 31 of each year, while all the
Operating Partnerships' fiscal years are the calendar year. Pursuant to the
provisions of each Operating Partnership Agreement, financial results for each
of the Operating Partnerships are provided to the Partnership within 45 days
after the close of each Operating Partnership's quarterly period. 
Accordingly, the current financial results available for the Operating
Partnerships are for the three months ended March 31, 1996.

       The combined unaudited summarized statements of operations of the
Operating Partnerships for the three months ended March 31, 1996 and 1995
are as follows:


                                      
 

 














                                    27<PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 1996  
                              (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                       Three months ended March 31, 
                             (Unaudited)
          
                                                 Series 1                     
                                       ---------------------------
                                          1996             1995
                                          ----             ----    
Revenues
   Rental                             $ 1,254,513      $ 1,157,747
   Interest and other                      39,759           38,264
                                        ---------        ---------
                                        1,294,272        1,196,011
                                        ---------        ---------
Expenses                                  
  Interest                                339,448          290,693
  Depreciation and amortization           463,079          409,959
  Operating expenses                    1,141,063        1,038,206
                                        ---------        ---------
                                        1,943,590        1,738,858
                                        ---------        ---------
          NET LOSS                    $  (649,318)     $  (542,847)
                                       ==========       ==========
Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership                $   (97,663)     $  (118,505) 
                                       ==========       ==========

Net loss allocated to other partners  $    (6,493)     $    (5,428)
                                       ==========       ==========

Net loss suspended                    $  (549,162)     $  (418,914)
                                       ==========       ==========

The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.

                                    28<PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              June 30, 1996  
                              (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                       Three months ended March 31,    
                              (Unaudited)
          
                                                Series 2                     
                                        --------------------------
                                           1996             1995 
                                           ----             ----
 Revenues                                
   Rental                              $  330,154       $  232,717
   Interest and other                      14,650            8,128
                                        ---------        ---------
                                          344,804          240,845
                                        ---------        ---------
Expenses                                  
  Interest                                269,407          176,122
  Depreciation and amortization           112,070           74,447
  Operating expenses                      208,330          183,131
                                        ---------        ---------
                                          589,807          433,700
                                        ---------        ---------
          NET LOSS                     $ (245,003)      $ (192,855)
                                        =========        =========

Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership                 $ (170,192)      $ (190,927)
                                        =========        =========

Net loss allocated to other partners   $   (2,450)      $   (1,928)
                                        =========        =========

Net loss suspended                     $  (72,361)      $        -
                                        =========        =========

The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for an distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                   29<PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                  NOTES TO FINANCIAL STATEMENTS - CONTINUED
                              June 30, 1996  
                               (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                       Three Months ended March 31,
                             (Unaudited)

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

   Rental                             $ 1,361,769      $ 1,341,151
   Interest and other                     136,460          131,608
                                        ---------        ---------
                                        1,498,229        1,472,759
                                        ---------        ---------
Expenses                                  
  Interest                                725,152          848,647
  Depreciation and amortization           591,215          564,903
  Operating expenses                      965,435          994,283
                                        ---------        ---------
                                        2,281,802        2,407,833
                                        ---------        ---------
          NET LOSS                    $  (783,573)     $  (935,074)
                                       ==========       ==========
Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership                $  (459,288)     $  (925,723)
                                       ==========       ==========

Net loss allocated to other partners  $    (7,836)     $    (9,351)
                                       ==========       ==========

Net loss suspended                    $  (316,449)     $         -
                                       ==========       ==========

The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                    30<PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            June 30, 1996  
                            (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

             COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                    Three months ended March 31,
                          (Unaudited)
          
                                                  Series 4                     
                                       ----------------------------
                                          1996             1995   
 Revenues                                 ----             ----
   Rental                             $ 1,325,435      $ 1,559,527
   Interest and other                     101,715           98,035
                                       ----------       ----------
                                        1,427,150        1,657,562
                                       ----------       ----------
Expenses                                  
  Interest                                599,463          685,719
  Depreciation and amortization           594,579          591,742
  Operating expenses                      928,091          982,483
                                       ----------       ----------

                                        2,122,133        2,259,944
                                       ----------       ----------
          NET LOSS                    $  (694,984)     $  (602,382)
                                       ==========       ==========
Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership                $  (588,036)     $  (483,169) 
                                       ==========       ==========
Net loss allocated to other partners  $    (6,949)     $    (6,024)
                                       ==========       ==========

Net loss suspended                    $   (99,999)     $  (113,189)
                                       ==========       ==========

The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.
                                      31<PAGE>
            Boston Capital Tax Credit Fund Limited Partnership

                 NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 1996  
                              (Unaudited)


NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

  
               COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                      Three months ended March 31,     
                             (Unaudited)
          

                                                  Series 5                     
                                        --------------------------
                                           1996             1995   
 Revenues                                  ----             ----
   Rental                               $ 130,835        $ 120,436
   Interest and other                      15,212           12,159
                                          -------         --------

                                          146,047          132,595
                                          -------         --------
Expenses                                  
  Interest                                 37,175           48,785
  Depreciation and amortization            39,401           54,326
  Operating expenses                       97,157           98,897
                                          -------         --------

                                          173,733          202,008            
                                          -------         -------- 
     
          NET LOSS                      $ (27,686)       $ (69,413)
                                         ========         ========

Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership                  $ (26,372)       $ (68,719)
                                         ========         ========

Net loss allocated to other partners    $    (277)       $    (694)
                                         ========         ========









                                      32<PAGE>
           Boston Capital Tax Credit Fund Limited Partnership

                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                            June 30, 1996  
                             (Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

           COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
                    Three months ended March 31,    
                             (Unaudited)

                                                  Series 6                     
                                        --------------------------
                                          1996             1995   
 Revenues                                 ----             ----
   Rental                              $1,043,415       $1,015,446
   Interest and other                      68,762           76,041
                                        ---------        ---------

                                        1,112,177        1,091,487
                                        ---------        ---------
Expenses                                  
  Interest                                334,974          350,400
  Depreciation and amortization           300,892          311,787 
  Operating expenses                      595,844          625,850
                                        ---------        ---------
                                        1,231,710        1,288,037
                                        ---------        ---------
          NET LOSS                     $ (119,533)      $ (196,550)
                                        =========        =========
Net loss allocated to Boston  
  Capital Tax Credit Fund      
   Limited Partnership                 $ (103,862)      $ (194,584)
                                        =========        =========

Net loss allocated to other partners   $   (1,195)      $   (1,966)
                                        =========        =========

Net loss suspended                     $  (14,496)      $        -
                                        =========        =========

The variance in allowable loss from the Operating Partnerships for the three
months ended March 31, 1996 and 1995 is mainly a result of the way the
Partnership accounts for its investment in Operating Partnerships.  The
Partnership accounts for its investments using the equity method of
accounting.  Under the equity method of accounting, the partnership adjusts
its investment cost for its share of each Operating Partnership's results of
operations and for any distributions received or accrued.  However, the
Partnership recognizes individual operating losses only to the extent of
capital contributions.  Excess losses are suspended for use in future years to
offset excess income.

                                      33<PAGE>
             Boston Capital Tax Credit Fund Limited Partnership

                NOTES TO FINANCIAL STATEMENTS - CONTINUED
                             June 30, 1996  
                              (Unaudited)

NOTE E - TAXABLE LOSS

        The Partnership's taxable loss for the fiscal year ended March
31, 1997 is expected to differ from its loss for financial reporting
purposes primarily due to accounting differences in depreciation incurred by
the Operating Partnerships.  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 partners and assignees individually.







































                                   34<PAGE>
Item 2.  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
working capital reserves, and (ii) cash distributions from 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 fee to
enable each series the ability to meet current and future third party
obligations.  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.

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.  At June 30, 1996 and 1995 the
Partnership had limited partnership equity interests in 105 Operating
Partnerships.

    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 June 30, 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 $9,069,266, and the Partnership had completed payment
of all its capital contributions.  Series 1 net offering proceeds in the
amount of $50,738 remains in Working Capital.

    Series 2.
    ---------  The Partnership received and accepted subscriptions for
$8,303,000, representing 830,000 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.



                                      35<PAGE>
    As of June 30, 1996, the net proceeds from the offer and sale of BACs
in Series 2 had been used to invest in a total of eight Operating Partnerships
in an aggregate amount of $6,411,018, and the Partnership had completed
payment of all its capital contributions.  Series 2 net offering proceeds in
the amount of $2,320 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 June 30, 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 $20,858,886 and the Partnership had completed payment
of all its capital contributions.  Series 3 net offering proceeds in the
amount of $6,801 remains in Working Capital.

    Series 4.
    ---------  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 June 30, 1996, the net proceeds from the offer and sale of BACs
in Series 4 had been committed to invest in a total of 25 Operating
Partnerships in an aggregate amount of $21,868,519, and the Partnership had
completed payment of all its capital contributions.  Series 4 net offering
proceeds in the amount of $22,371 remains in Working Capital.

    Series 5.
    ---------  The Partnership received and accepted subscriptions for
$4,899,000, representing 489,900 from investors admitted as BAC Holders in
Series 5. 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. 
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 June 30, 1996, the net proceeds from the offer and sale of BACs
in Series 5 had been used to invest in a total of five 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 $157,349 remains in Working Capital.





                                    36<PAGE>
    Series 6.
    ---------  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 on September 29, 1989.

    As of June 30, 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 $9,359,053, and the Partnership had completed payment
of all its capital contributions.  Series 6 net offering proceeds in the
amount of $44,979 remains in Working Capital.

Results of Operations
- ---------------------

    At June 30, 1996 and 1995 the Partnership held limited partnership
interests in 105 Operating Partnerships.  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 or
applicable report on Form 8-K.  The General Partner believes that there is
adequate casualty insurance on the properties. 

    The Partnership incurs an annual partnership management fee 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 by
the Operating Partnerships.  The annual partnership management fee is
currently being accrued.  It is anticipated that all outstanding fees
will be repaid from the sale or refinancing proceeds.  The annual partnership
management fee incurred for the quarters ended June 30, 1996 and 1995
were $223,944 and $211,229, respectively.  This amount is anticipated to be
lower in subsequent fiscal years as more of the Operating Partnerships begin
to pay annual asset management fees and reporting fees to the series.

    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.  The Results of
Operations reported herein are interim period estimates that may not
necessarily be indicative of final year end results.

    Series 1.
    ---------  As of June 30, 1996 and 1995, the average Qualified
Occupancy for the series was 99.4% and 99.4%, respectively.  The series had a
total of 19 properties at June 30, 1996.  Out of the total, 17 were at
100% Qualified Occupancy.
                                    37<PAGE>
    For the three months being reported, the series reflects a net loss from
Operating Partnerships of $649,318.  When adjusted for depreciation, which
is a non-cash item, the Operating Partnerships reflect a net loss of $186,239. 
Substantially all of the net loss 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.   

    Series 2.
    ---------  As of June 30, 1996 and 1995, the average Qualified
Occupancy for the series was 99.8% and 99.4%, respectively.  The series had a
total of eight properties at June 30, 1996, seven of which were at 100%
Qualified Occupancy. 

    For the three months being reported the series reflects a net loss
from the Operating Partnerships of $245,003.  When adjusted for depreciation,
which is a non-cash item, the Operating Partnerships reflect a net loss of
$132,933.

    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 and the emergence from bankruptcy. 
Occupancy has steadily improved and the Operating General Partner, Annadale
Housing Corporation, anticipates full stabilization by the second quarter of
1996.

    Series 3.
    ---------  As of June 30, 1996 and 1995, the average Qualified
Occupancy for the series was 99.8% and 99.6%, respectively.  The series had a
total of 33 properties at June 30, 1996, of which 32 were at 100%
Qualified Occupancy.

    For the three months being reported series reflects a net loss from the
Operating Partnerships of $783,573.  When adjusted for depreciation, which
is a non-cash item, the Operating Partnerships reflect a net loss of $192,358.





                                    38<PAGE>
      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.


     Series 4.
    ---------  As of June 30, 1996 and 1995, the average Qualified
Occupancy for the series was 100% and 99.9%, respectively.  The series had a
total of 25 properties at June 30, 1996, all of which were at 100%
Qualified Occupancy. 

    For the three months being reported series reflects a net loss from
the Operating Partnerships of $694,984.  When adjusted for depreciation,
which is a non-cash item, the Operating Partnerships reflect a net loss of
$100,405.

    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

                                    39<PAGE>
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.

    Series 5.
    ---------  As of June 30, 1996 and 1995, the average Qualified
Occupancy for the series was 99.6% and 99%, respectively.  The series had a
total of five properties at June 30, 1996, four of which were at 100%
Qualified Occupancy.

    For the three months being reported the series reflects a net loss
from the Operating Partnerships of $27,686.  When adjusted for depreciation,
which is a non-cash item, the Operating Partnerships reflect a positive
operations of $11,715.

    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.

    Series 6.
    ---------  As of June 30, 1996 and 1995, the average Qualified Occupancy
for the series was 99.5% for both years.  The series had a total of 15
properties at June 30, 1996, of which 14 were at 100% Qualified Occupancy.

    For the three months being reported the series reflects a net loss from
the Operating Partnerships of $119,533.  When adjusted for depreciation, which
is a non-cash item, the Operating Partnerships reflect positive operations of
$181,359.



















                                     40<PAGE>
                        PART II - OTHER INFORMATION


Item 1.  Legal Proceedings               

         None

Item 2.  Changes in Securities

         None

Item 3.  Defaults upon Senior Securities

         None

Item 4.  Submission of Matters to a Vote of Security Holders

         None
                                        
Item 5.  Other Information

         None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

         (b)  Reports on Form 8-K

              There were no reports on Form 8-K filed during the period
              covered by this report.






                                        
                         













                 
                                    41<PAGE>
                              SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.



                                BOSTON CAPITAL TAX CREDIT        
                                FUND LIMITED PARTNERSHIP    



                           By:  Boston Capital Associates Limited
                                Partnership, General Partner



                           By:  C&M Associates, d/b/a
                                Boston Capital Associates 
                                 


Date:  August 13, 1996     By:  /s/JOHN P. MANNING         
                                 ---------------------------
                                John P. Manning, Partner
                                Partner & Principal Financial
                                Officer

























                                    42<PAGE>
                             SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.


                                BOSTON CAPITAL TAX CREDIT      
                                FUND LIMITED PARTNERSHIP



                           By:  Boston Capital Associates Limited
                                Partnership



                           By:  C&M Associates, d/b/a
                                Boston Capital Associates



Date:  August 13, 1996     By:
                                 ------------------------------
                                 John P. Manning, Partner
                                 Partner & Principal Financial
                                 Officer


























                                   42<PAGE>

<TABLE> <S> <C>

<ARTICLE> CT
<CIK> 0000835095
<NAME> BOSTON CAPITAL TAX CREDIT FUND LTD PARTNERSHIP
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-31-1997
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<TOTAL-ASSETS>                              26,782,503
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                26,782,503
<TOTAL-REVENUES>                                 2,000
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<INCOME-CONTINUING>                        (1,710,817)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (1,708,817)
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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