BOSTON FINANCIAL TAX CREDIT FUND VIII LP
10-Q, 1996-08-13
OPERATORS OF APARTMENT BUILDINGS
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August 13, 1996




Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312

       Boston Financial Tax Credit Fund VIII, A Limited Partnership
       Report on Form 10-Q for Quarter Ended June 30, 1996
       File No. 0-26522



Gentlemen:

Pursuant to the  requirements of Rule 901(d) of Regulation S-T,  enclosed is one
copy of subject report.


Very truly yours,


/s/ Marie D. Reynolds
Marie D. Reynolds
Assistant Controller




TC8-Q1.DOC



<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

Quarterly Report Under Section 13 or 15(d)of the Securities Exchange Act of 1934

(Mark One)

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

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

                                       OR

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


For the transition period from                   to
For Quarter Ended         June 30, 1996       Commission file number    0-26522
                  

          Boston Financial Tax Credit Fund VIII, A Limited Partnership
             (Exact name of registrant as specified in its charter)


                   Massachusetts                              04-3205879
      (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                 Identification No.)
       
   101 Arch Street, Boston, Massachusetts                  02110-1106
  (Address of principal executive offices)                 (Zip Code)


Registrant's telephone number, including area code        (617) 439-3911
                                                  
        Indicate by check mark whether the  registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes X No .


<PAGE>



          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                                TABLE OF CONTENTS




PART I.  FINANCIAL INFORMATION                                       Page No.

Item 1.  Financial Statements

         Balance Sheets - June 30, 1996 (Unaudited)
            and March 31, 1996                                          1

         Statements of Operations (Unaudited) - For the Three
            Months Ended June 30, 1996 and 1995                         2

         Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Three Months Ended June 30, 1996                    3

         Statements of Cash Flows (Unaudited) - For the Three
            Months Ended June 30, 1996 and 1995                         4

         Notes to Financial Statements (Unaudited)                      5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                            8

PART II - OTHER INFORMATION

Items 1-6                                                              10

SIGNATURE                                                              11



<PAGE>


                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP   

                                                         
                                 BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                   June 30,                  March 31,
                                                                     1996                      1996
                                                                  (Unaudited)
Assets
<S>                                                            <C>                          <C>

Current assets:
     Cash and cash equivalents                                 $      102,025               $     71,715
     Other current assets                                              20,804                     33,038
                                                               --------------               ------------
         Total current assets                                         122,829                    104,753

Investments in Local Limited Partnerships (Note 2)                 28,301,699                 26,064,146
Restricted cash                                                       484,201                  1,369,364
Marketable securities, at fair value (Note 1)                       2,073,119                  3,709,881
Organization costs, net of accumulated
   amortization of $23,333 and $20,833
   as of June 30 and March 31, 1996, respectively                      26,667                     29,167
                                                               --------------               ------------
         Total Assets                                          $   31,008,515               $ 31,277,311
                                                               ==============               ============

Liabilities and Partners' Equity
Current liabilities:
     Accounts payable to affiliate                             $       67,220                    $67,175
     Accrued expenses                                                  59,332                     35,184
                                                               --------------               ------------
         Total current liabilities                                    126,552                    102,359
                                                               --------------               ------------

Commitments (Note 3)

General, Initial and Investor Limited Partners' Equity             30,891,747                 31,175,486
Net unrealized losses on marketable securities                         (9,784)                      (534)
                                                               --------------               ------------
         Total Partners' Equity                                    30,881,963                 31,174,952
                                                               --------------               ------------
         Total Liabilities and Partners' Equity                $   31,008,515               $ 31,277,311
                                                               ==============               ============
</TABLE>

The  accompanying  notes  are  an  integral  part of these financial statements.
<PAGE>
                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
                                   (Unaudited)

                For the Three Months Ended June 30, 1996 and 1995
<TABLE>
<CAPTION>

                                                                                    1996                  1995
                                                                              ---------------        ---------
Revenue:
<S>                                                                             <C>                    <C>

    Investment                                                                  $      1,886           $ 194,420
    Other                                                                             16,734                 150
                                                                                ------------           ---------
       Total Revenue                                                                  18,620             194,570
                                                                                ------------           ---------

Expenses:
    Asset management fees, related party                                              48,071              46,853
    General and administrative (includes reimbursements
       to an affiliate in the amounts of $31,685 and
       $26,093 in 1996 and 1995, respectively)                                        70,091              49,528
    Amortization                                                                       9,987               5,144
                                                                                ------------           ---------
          Total Expenses                                                             128,149             101,525
                                                                                ------------           ---------

Income (loss) before equity in income (losses)
    of Local Limited Partnerships                                                   (109,529)             93,045

Equity in income (losses) of Local Limited Partnerships                             (174,210)              8,891
                                                                                ------------           ---------

Net Income (Loss)                                                               $   (283,739)          $ 101,936
                                                                                ============           =========

Net Income (Loss) allocated
    To General Partners                                                         $     (2,837)          $   1,019
    To Limited Partners                                                             (280,902)            100,917
                                                                                ------------           ---------
                                                                                $   (283,739)          $ 101,936
                                                                                ============           =========

Net Income (Loss) per Limited Partnership Unit
   (36,947 Units)                                                               $     (7.60)           $      2.73
                                                                                ===========            ===========
The  accompanying  notes  are  an  integral  part of these financial statements.
</TABLE>


<PAGE>
          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


              STATEMENT OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                                   (Unaudited)

                    For the Three Months Ended June 30, 1996

<TABLE>
<CAPTION>

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

<S>                                 <C>             <C>        <C>                <C>          <C>

Balance at March 31, 1996           $ (4,592)       $    100   $ 31,179,978       $   (534)    $  31,174,952

Net change in unrealized losses
   on marketable securities
   available for sale                      -               -             -         (9,250)            (9,250)

Net Loss                              (2,837)              -      (280,902)             -           (283,739)
                                    --------        --------   -----------       --------      -------------

Balance at June 30, 1996            $ (7,429)       $    100   $ 30,899,076      $ (9,784)     $  30,881,963
                                    ========        ========   ============      ========      =============

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

</TABLE>

<PAGE>
          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                For the Three Months Ended June 30, 1996 and 1995

<TABLE>
<CAPTION>

                                                                              1996                     1995
                                                                        --------------           ----------
<S>                                                                      <C>                      <C>

Net cash used for operating activities                                   $    (64,003)            $    (80,693)
                                                                         ------------             ------------

Cash flows from investing activities:
   Investment in Local Limited Partnerships                                (2,422,771)              (1,009,075)
   Restricted cash                                                            885,163                        -
   Cash distributions received from
       Local Limited Partnerships                                               4,409                        -
   Purchases of marketable securities                                      (3,424,134)              (1,250,085)
   Proceeds from sales and maturities of
       marketable securities                                                5,051,646                1,430,000
   Payment of acquisition expenses                                                  -                  (64,919)
                                                                         ------------             ------------
Net cash provided by (used for) investing activities                           94,313                 (894,079)
                                                                         ------------             ------------

Cash flows from financing activities:
   Refund of organizational and offering expenses                                   -                    6,332
                                                                         ------------             ------------
Net cash provided by financing activities                                           -                    6,332
                                                                         ------------             ------------

Net increase (decrease) in cash and cash equivalents                           30,310                 (968,440)

Cash and cash equivalents, beginning of period                                 71,715               10,495,010
                                                                         ------------             ------------

Cash and cash equivalents, end of period                                 $    102,025             $  9,526,570
                                                                         ============             ============

</TABLE>

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



<PAGE>



          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                    Notes to Financial Statements (Unaudited)



                                                        11
The  unaudited  financial  statements  presented  herein  have been  prepared in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information  and note  disclosures  required by  generally  accepted  accounting
principles.  These  statements  should be read in conjunction with the financial
statements and notes thereto included with the  Partnership's  10-K for the year
ended March 31, 1996. In the opinion of management,  these financial  statements
include  all  adjustments,  consisting  only of  normal  recurring  adjustments,
necessary to present fairly the Partnership's  financial position and results of
operations.  The results of operations  for the periods may not be indicative of
the results to be expected  for the year.  Certain  reclassifications  have been
made  to  prior  period  financial  statements  to  conform  to  current  period
classifications.


1.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>

                                                              Gross                 Gross
                                                           Unrealized            Unrealized            Fair
                                           Cost               Gains                Losses               Value
<S>                                     <C>                <C>                   <C>               <C>    

Debt securities issued by the
   US Treasury and
   other US government
   corporations and agencies            $ 1,340,232        $         -           $    (9,784)      $ 1,330,448

Other debt securities                       742,671                  -                     -           742,671
                                        -----------        -----------           -----------       -----------

Marketable securities
   at June 30, 1996                     $ 2,082,903        $         -           $    (9,784)      $ 2,073,119
                                        ===========        ===========           ===========       ===========


Debt securities issued by the
   US Treasury                          $ 1,465,038        $       195           $    (2,839)      $ 1,462,394

Other debt securities                     2,245,377              2,500                  (390)        2,247,487
                                        -----------        -----------           -----------       -----------

Marketable securities
   at March 31, 1996                    $ 3,710,415        $     2,695           $    (3,229)      $ 3,709,881
                                        ===========        ===========           ===========       ===========

</TABLE>

The contractual maturities at June 30, 1996 are as follows:
<TABLE>
<CAPTION>

                                                                                       Fair
                                                                       Cost            Value
<S>                                                               <C>               <C>

Due in one year or less                                           $  1,144,546      $ 1,143,107
Due in one year to five years                                          938,357          930,012
                                                                  ------------      -----------
                                                                  $  2,082,903      $ 2,073,119
                                                                  ============      ===========
</TABLE>


Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay  obligations.  Proceeds from the sales of fixed
maturities  were  approximately  $5,052,000  for the three months ended June 30,
1996.  Included in investment  income are gross gains of $41,574 and $12,994 for
the three months ended June 30, 1996 and 1995, respectively.



<PAGE>


          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

              Notes to Financial Statements (Unaudited) (continued)

2.   Investments in Local Limited Partnerships

The Fund has acquired an interest in ten Local  Limited  Partnerships  which own
and operate  multi-family  housing  complexes.  The Fund,  as  Investor  Limited
Partner,  pursuant to the Local Limited  Partnership  Agreements,  has generally
acquired a 99% interest in the profits,  losses, tax credits and cash flows from
operations of the Local Limited Partnerships,  with the exception of Springwood,
Hemlock Ridge and West End Place, which are 79.20%,  77% and 90%,  respectively.
An affiliate of the General  Partner owns the remaining  19.80% Limited  Partner
interest in Springwood. Upon dissolution, proceeds will be distributed according
to the partnership agreements.

The following is a summary of Investments in Local Limited Partnerships:
<TABLE>
<CAPTION>
                                                                                                 June 30,
                                                                                                   1996
<S>                                                                                            <C>
                                                                                                (Unaudited)
Capital Contributions paid to Local Limited
   Partnerships                                                                                $  28,519,644

Cumulative equity in losses of Local Limited Partnerships                                         (1,216,918)

Cumulative cash distributions received from Local
   Limited Partnerships                                                                              (17,732)

Investment in Local Limited Partnerships before adjustments                                       27,284,994

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                                   1,048,010

   Accumulated amortization of acquisition fees and expenses                                         (31,305)
                                                                                               -------------

Investment in Local Limited Partnerships                                                       $  28,301,699
                                                                                               =============
</TABLE>


Summarized  financial  information as of March 31, 1996 (due to the Funds policy
of  reporting  the  financial  information  of  its  Local  Limited  Partnership
interests on a 90 day lag basis), of the ten Local Limited Partnerships in which
the Fund was invested as of that date is as follows:

Summarized Balance Sheets - March 31, 1996 (Unaudited)
<TABLE>
<CAPTION>
<S>                                                                                            <C>

Assets:
   Investment property, net                                                                    $  69,871,143
   Current assets                                                                                  3,036,880
   Other assets                                                                                    2,729,658
                                                                                               -------------
     Total Assets                                                                              $  75,637,681
                                                                                               =============

Liabilities and Partners' Equity:
   Long-term debt                                                                              $  38,189,150
   Current liabilities                                                                             9,172,823
   Other liabilities                                                                               1,380,475
                                                                                               -------------
     Total Liabilities                                                                            48,742,448

   Partners' Equity                                                                               26,895,233
                                                                                               -------------
     Total Liabilities and Partners' Equity                                                    $  75,637,681
                                                                                               =============
</TABLE>


<PAGE>
          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

              Notes to Financial Statements (Unaudited) (continued)



2.   Investments in Local Limited Partnerships (continued)

Summarized Income Statements (Unaudited) - For
the Three Months Ended March 31, 1996
<TABLE>
<CAPTION>
<S>                                                                                            <C>

Rental and other income                                                                        $   1,928,485
                                                                                               -------------

Expenses:
   Operating                                                                                         837,883
   Interest                                                                                          644,191
   Depreciation and amortization                                                                     638,267
                                                                                               -------------
     Total Expenses                                                                                2,120,341

Net Loss                                                                                       $    (191,856)
                                                                                               ==============

Partnership's share of net loss                                                                $    (174,210)
                                                                                               =============
Other Partners' share of net loss                                                              $     (17,646)
                                                                                               =============
</TABLE>


3.   Commitments

At June 30, 1996,  the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local  Limited  Partnership  Agreement and
total approximately $857,000.



<PAGE>


          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

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

Liquidity and Capital Resources

At June 30, 1996, the Fund had cash and cash equivalents of $102,025 as compared
to $71,715  at March 31,  1996.  This  increase  is  primarily  attributable  to
proceeds  from  the  sale of  marketable  securities,  offset  by cash  paid for
investments in Local Limited  Partnerships,  purchase of marketable  securities,
and net cash used for operations.

The  Fund had  restricted  cash of  $484,201  at June 30,  1996 as  compared  to
$1,369,364   at  March  31,  1996.   The  decrease  is  the  result  of  capital
contributions  made to one of the Local Limited  Partnerships  in which the Fund
has invested.

As of June 30, 1996,  approximately $1,649,000 of marketable securities has been
designated  as reserves.  The reserves  are  established  to be used for working
capital of the Fund and contingencies  related to the ownership of Local Limited
Partnership  interests.  Management  believes that the interest income earned on
reserves,   along  with  cash   distributions   received   from  Local   Limited
Partnerships,  to the extent  available,  will be  sufficient to fund the Fund's
ongoing  operations.  Reserves may be used to fund  operating  deficits,  if the
Managing General Partner deems funding appropriate.

At June 30, 1996,  the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local  Limited  Partnership  Agreement and
total approximately $857,000.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide  additional  funds to Local  Limited  Partnerships  beyond its specified
investment.  Thus,  as of June 30, 1996,  the Fund had no  contractual  or other
obligation to any Local Limited Partnership, which had not been paid or provided
for, except as disclosed above.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional  funds,  the Fund  might deem it in its best  interest  to
voluntarily  provide  such funds,  in order to protect its  investment.  No such
event has occurred to date.

Cash Distributions

No cash distributions were made during the three months ended June 30, 1996.

Results of Operations

1996 versus 1995

For the three months ended June 30, 1996,  the Fund's  operations  resulted in a
net loss of $283,739, as compared to net income of $101,936 for the three months
ended June 30, 1995. The change to a net loss position is primarily attributable
to an increase in equity in losses of Local Limited  Partnerships and a decrease
in investment income.

The  change in equity in  losses  of Local  Limited  Partnerships  for the three
months ended June 30, 1996, as compared to the same period in 1995, is primarily
attributable  to  an  increase  in  the  number  of  operational  Local  Limited
Partnerships  from five as of June, 1995 to ten as of June,  1996. Since many of
the properties  were under  construction  during the three months ended June 30,
1995, the results of operations are not indicative of the results to be expected
for the future, nor are they comparable.


<PAGE>
          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

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

Results of Operations (continued)

The  decline  in  investment  income  is due  primarily  to lower  average  cash
balances, as a result of the Fund's investment in Local Limited Partnerships.

Property Discussions

The Fund is invested in ten Local Limited  Partnerships which own ten properties
located in eight  states.  Two  properties,  representing  356 units,  underwent
rehabilitation,   and  eight  properties,   representing  1001  units,  are  new
construction.

Each of the ten properties are complete,  through initial lease-up and operating
as expected.



<PAGE>

          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP



PART II       OTHER INFORMATION

Items 1-5     Not applicable

Item 6        Exhibits and reports on Form 8-K

                (a)  Exhibits - None

                (b)  Reports  on Form 8-K - No  reports  on Form 8-K were  filed
                     during the quarter ended June 30, 1996.


<PAGE>
          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP



                                    SIGNATURE


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


DATED:  August 13, 1996              BOSTON FINANCIAL TAX CREDIT FUND VIII,
                                     A LIMITED PARTNERSHIP


                               By:   Arch Street VIII Limited Partnership,
                                     its General Partner



                                      /s/Georgia Murray
                                      Georgia Murray
                                      A Managing Director, Treasurer
                                      and Chief Financial Officer




<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                    MAR-31-1997
<PERIOD-END>                                         JUN-30-1996
<CASH>                                               102,025
<SECURITIES>                                         2,073,119
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     20,804
<PP&E>                                               000
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       31,008,515<F1>
<CURRENT-LIABILITIES>                                126,552
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           30,881,963
<TOTAL-LIABILITY-AND-EQUITY>                         31,008,515
<SALES>                                              000
<TOTAL-REVENUES>                                     18,620<F2>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     128,149<F3>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   000
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (283,739)<F4>
<EPS-PRIMARY>                                        (7.60)
<EPS-DILUTED>                                        000
<FN>
<F1>Included  in total assets:  Investments in Local Limited  Partnerships  $28,301,699,  Restricted cash $484,201,
Organizational costs, net $26,667
<F2>Total revenue includes: Investment $1,886 and Other $16,734.
<F3>Included  in  Other  Expenses:   Asset  Management  fees  $48,071,  General  and  Administrative  $70,091,  and
Amortization $9,987.
<F4>Net loss includes:  Equity in losses of Local Limited Partnerships of $174,210.
</FN>
        

</TABLE>


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