SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20594
FORM 12b-25
Notification of Late Filing
Commission File Number 0-17679
(Check one): ( ) Form 10-K ( ) Form 11-K ( ) Form
20-F
(X) Form 10-Q ( ) Form N-SAR
For Period Ended: June 30, 1998
( ) Transition Report on Form 10-K ( ) Transition
Report on Form 20-F ( ) Transition Report on Form 11-
K ( ) Transition Report on Form 10-Q ( ) Transition
Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that
the
Commission has verified any information contained
herein.
If the notification relates to a portion of the
filing
checked above, identify the items(s) to which the
notification relates:
The notification relates to the Form 10-Q in its
entirety.
PART I
Registrant Information
Full name of registrant
Boston Capital Tax Credit Fund Limited
Partnership
Former name if applicable
Address of principal executive office
(Street and Number) One Boston Place,
Suite 2100
City, State and Zip Code Boston, Massachusetts
02108-4406
PART II
Rule 12b-25(b) and (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant
seeks relief pursuant to Rule12b-25(b), the following
should be completed. (Check appropriate box.)
--
| | (a) The reasons described in reasonable detail
in Part
-- III of this form could not be eliminated
without
unreasonable effort or expense;
--
|X | (b) The subject annual report, semi-annual
report,
-- transition report on Form 10-K, 20-F,
11-K or
Form N-SAR, or portion thereof will be
filed on or before the 15th calendar
day following the prescribed due
date; or the subject quarterly report
or transition report on Form 10-Q, or
portion thereof will be filed on or
before the fifth calendar day
following the prescribed due date; and
--
| | (c) The accountant's statement or other
exhibit
-- required by Rule 12b-25(c) has been
attached, if
applicable.
PART III
Narrative
State below in reasonable detail the reasons why
Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition
report portion thereof could not be filed within the
prescribed time period. (Attached extra sheets if
needed.)
The registrant will not be filing the requisite Form 10-Q
within the prescribed time period since the registrant
has not completely received and coordinated all necessary
documents and other information which must be complied
and reviewed in order to properly prepare the Form 10-Q
in full detail.
PART IV
Other Information
(1) Name and telephone number of person to contact in
regard to this notification.
Marc N. Teal 617 624-8900
- ---------------------------------------------------------
- ------
(Name) (Area Code) (Telephone
Number)
(2) Have all other periodic reports required under
Section
13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that
the registrant was
required to file such report(s) been filed? If the
answer is no, identify report(s).
-- --
| X| Yes |
| No
-- --
(3) Is it anticipated that any significant
change in results of operations from the
corresponding period for the last fiscal year will be
reflected by the earnings statements to be included
in the subject report or portion thereof?
-- --
| | Yes |
X| No
-- --
If so, attach an explanation of the anticipated
change,
both narratively and quantitatively, and, if
appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See
ATTACHMENT TO FORM 12b-25.
Boston Capital Tax Credit Fund Limited
Partnership
(Name of registrant as specified in charter)
Has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.
Date: August 14, 1998 By: JOHN P. MANNING
--------------- -----------------------
John P. Manning, a partner
of Boston Capital
Associates, the general
partner of Boston Capital
Tax Credit Fund Limited
Partnership
