BOSTON FINANCIAL TAX CREDIT FUND VIII LP
10-Q, 1997-11-13
OPERATORS OF APARTMENT BUILDINGS
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November 14, 1997




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 September 30, 1997
       File No. 0-26522



Gentlemen:

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934, filed herewith is a copy of subject report.


Very truly yours,


/s/Patricia Olsen-Goldberg
Patricia Olsen-Goldberg
Controller




TC8-Q2.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   September 30, 1997
                              ------------------------

                                       OR

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


For the transition period from          to

For Quarter Ended   September 30, 1997        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 Identification No.)
 incorporation or organization)


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 - September 30, 1997 (Unaudited)
            and March 31, 1997                                                 1

         Statements of Operations (Unaudited) - For the Three and Six
            Months Ended September 30, 1997 and 1996                           2

         Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Six Months Ended September 30, 1997                        3

         Statements of Cash Flows (Unaudited) - For the Six
            Months Ended September 30, 1997 and 1996                           4

         Notes to Financial Statements (Unaudited)                             5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                   6

PART II - OTHER INFORMATION

Items 1-6                                                                      7

SIGNATURE                                                                      8



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


                                                      
                                 BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                 September 30,               March 31,
                                                                     1997                      1997
                                                                  (Unaudited)
Assets
<S>                                                              <C>                        <C>   

Cash and cash equivalents                                        $    211,694               $    273,412
Investments in Local Limited Partnerships (Note 1)                 26,276,748                 26,813,245
Restricted cash                                                             -                    503,031
Marketable securities, at fair value                                1,503,217                  1,442,676
Organization costs, net of accumulated
   amortization of $35,833 and $30,833, respectively                   14,167                     19,167
Other assets                                                           22,789                     26,727
                                                                 ------------               ------------
     Total Assets                                                $ 28,028,615               $ 29,078,258
                                                                 ============               ============

Liabilities and Partners' Equity

Accounts payable to affiliates                                   $    169,946               $    128,791
Accrued expenses                                                       21,617                     38,729
                                                                 ------------               ------------
     Total Liabilities                                                191,563                    167,520
                                                                 ------------               ------------

Commitments

General, Initial and Investor Limited Partners' Equity             27,845,413                 28,927,578
Net unrealized losses on marketable securities                         (8,361)                   (16,840)
                                                                 ------------               ------------
     Total Partners' Equity                                        27,837,052                 28,910,738
                                                                 ------------               ------------
     Total Liabilities and Partners' Equity                      $ 28,028,615               $ 29,078,258
                                                                 ============               ============
</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 and Six Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>

                                             Three Months Ended                          Six Months Ended
                                      September 30,        September 30,          September 30,      September 30,
                                          1997                 1996                   1997               1996
                                      -------------        -------------         --------------    ----------
<S>                                    <C>                  <C>                   <C>                <C>   

Revenue:
   Investment                          $    27,126          $    39,766           $     53,445       $    41,652
   Other                                       600              (18,603)                 1,325            (1,869)
                                       -----------          -----------           ------------       -----------
     Total Revenue                          27,726               21,163                 54,770            39,783
                                       -----------          -----------           ------------       -----------

Expenses:
   Asset management fees,
     related party                          49,609               47,931                 99,218            96,002
   General and administrative
     expenses (includes
     reimbursements to affiliates
     in the amounts of $48,442
     and $58,937 in 1997 and
     1996, respectively)                    35,902               39,148                 82,806           109,239
   Amortization                              9,988                5,967                 19,972            15,954
                                       -----------          -----------           ------------       -----------
       Total Expenses                       95,499               93,046                201,996           221,195
                                       -----------          -----------           ------------       -----------

Loss before equity in losses
   of Local Limited Partnership            (67,773)             (71,883)              (147,226)         (181,412)

Equity in losses of Local
   Limited Partnerships (Note 1)          (442,822)            (672,494)              (934,939)         (846,704)
                                       -----------          -----------           ------------       -----------

Net Loss                               $  (510,595)         $  (744,377)          $ (1,082,165)      $(1,028,116)
                                       ===========          ===========           ============       ===========

Net Loss allocated
   To General Partners                 $    (5,106)         $    (7,444)          $    (10,822)     $    (10,281)
   To Limited Partners                    (505,489)            (736,933)            (1,071,343)       (1,017,835)
                                       -----------          -----------           ------------      ------------
                                       $  (510,595)         $  (744,377)          $ (1,082,165)     $ (1,028,116)
                                       ===========          ===========           ============      ============

Net Loss per Limited
Partnership Unit (36,497 Units)        $   (13.85)          $   (20.19)           $    (29.35)      $     (27.88)
                                       ==========           ==========            ===========       ============

</TABLE>

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

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


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

                   For the Six Months Ended September 30, 1997
<TABLE>
<CAPTION>


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

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

Balance at March 31, 1997           $(27,071)       $    100  $  28,954,549      $ (16,840)    $  28,910,738

Net change in unrealized losses
   on marketable securities
   available for sale                      -               -             -           8,479             8,479

Net Loss                             (10,822)              -     (1,071,343)             -        (1,082,165)
                                    --------        --------  -------------      ---------     -------------

Balance at September 30, 1997       $(37,893)       $    100  $  27,883,206      $  (8,361)    $  27,837,052
                                    ========        ========  =============      =========     =============
</TABLE>

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


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


                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

              For the Six Months Ended September 30, 1997 and 1996
<TABLE>
<CAPTION>


                                                                              1997                     1996
                                                                        --------------           ----------
<S>                                                                      <C>                      <C>   

Net cash used for operating activities                                   $    (99,867)            $   (137,164)
                                                                         ------------             ------------

Cash flows from investing activities:
   Investment in Local Limited Partnerships                                  (456,550)              (2,777,062)
   Restricted cash                                                            503,031                  879,366
   Cash distributions received from
       Local Limited Partnerships                                              43,136                    4,409
   Purchases of marketable securities                                        (573,539)              (3,722,909)
   Proceeds from sales and maturities of
       marketable securities                                                  522,071                6,194,511
   Payment of acquisition expenses                                                  -                     (888)
                                                                         ------------             ------------
Net cash provided by investing activities                                      38,149                  577,427
                                                                         ------------             ------------

Net increase (decrease) in cash and cash equivalents                          (61,718)                 440,263

Cash and cash equivalents, beginning of period                                273,412                   71,715
                                                                         ------------             ------------

Cash and cash equivalents, end of period                                 $    211,694             $    511,978
                                                                         ============             ============


</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)

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 Fund's 10-K for the year ended
March 31, 1997. In the opinion of management, these financial statements include
all adjustments,  consisting only of normal recurring adjustments,  necessary to
present  fairly the Fund'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.   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,  Pike Place and West End Place,  which are 79.20%,  77%, 90% and
90%, respectively.  Another partnership sponsored by 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  at
September 30, 1997:
<TABLE>
<S>                                                                                            <C>    

Capital Contributions paid to Local Limited
   Partnerships                                                                                $  29,270,049

Cumulative equity in losses of Local Limited Partnerships                                         (3,900,203)

Cumulative cash distributions received from Local
   Limited Partnerships                                                                              (75,134)
                                                                                                  -----------

Investment in Local Limited Partnership before adjustment                                         25,294,712

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                                   1,048,010

   Accumulated amortization of acquisition fees and expenses                                         (65,974)
                                                                                               -------------

Investment in Local Limited Partnerships                                                       $  26,276,748
                                                                                               =============
</TABLE>

The Partnership's share of net losses of the Local Limited  Partnerships for the
six months ended September 30, 1997 is $934,939.




<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 September  30, 1997,  the Fund had cash and cash  equivalents  of $211,694 as
compared to $273,412 at March 31, 1997. This decrease is primarily  attributable
to purchases of marketable  securities and net cash used for operations,  offset
by  proceeds  from  the sale of  marketable  securities  and cash  distributions
received from Local Limited Partnerships.

The Fund made the final  release of  restricted  cash on August 5,  1997.  These
funds  were  released  as a capital  contribution  to one of the  Local  Limited
Partnerships in which the Fund has invested.

As of  September  30,  1997,  approximately  $1,523,000  of cash and  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.

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 September 30, 1997, 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 six months ended September 30, 1997.

Results of Operations

For the three and six months ended  September  30, 1997,  the Fund's  operations
resulted in a net loss of $510,595 and $1,082,165,  respectively, as compared to
$744,377 and $1,028,116  for the three and six months ended  September 30, 1996,
respectively.   The  changes  in  net  loss  for  those  periods  are  primarily
attributable to a fluctuation in equity in losses of Local Limited Partnerships.
Due to the Fund's policy of reporting financial information of its Local Limited
Partnership  interests on a 90 day lag basis, this change in equity in losses is
for the three and six months ended June 30, 1997.  Since many of the  properties
completed  construction  late in 1995,  lease-up  occurred in the quarter  ended
March 31,  1996.  As a result,  this three  month  period did not include a full
quarter of  operations.  Therefore,  the results of operations  for 1996 are not
indicative of future  operations,  and are not  comparable  to 1997.  Results of
operations are now stable and are expected to continue.

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.  All of the ten properties are complete,  through initial lease-up
and operating satisfactorily.




<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 September 30, 1997.


<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:  November 14, 1997              BOSTON FINANCIAL TAX CREDIT FUND VIII,
                                       A LIMITED PARTNERSHIP


                                 By:   Arch Street VIII Limited Partnership,
                                       its General Partner




                                       /s/William E. Haynsworth
                                       William E. Haynsworth
                                       Managing Director, Vice President and
                                       Chief Operating Officer





<PAGE>



<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        6-MOS
<FISCAL-YEAR-END>                                    MAR-31-1998
<PERIOD-END>                                         SEP-30-1997
<CASH>                                               211,694
<SECURITIES>                                         1,503,217
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               000
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       28,028,615<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           27,837,052
<TOTAL-LIABILITY-AND-EQUITY>                         28,028,615<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     54,770<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     201,996<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   000
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (1,082,165)<F5>
<EPS-PRIMARY>                                        (29.35)
<EPS-DILUTED>                                        000
<FN>
<F1>Included  in total assets is  Investments in Local Limited  Partnerships  of
$26,276,748,  Organizational  costs, net of $14,167 and Other assets of $22,789.
<F2>Total  liability  and  equity  includes  Accounts  payable to  affiliate  of
$169,946 and Accrued expenses of $21,617.
<F3>Total revenue includes Investment of $53,445 and Other of $1,325.
<F4>Included  in Other  Expenses  is Asset  Management  fees,  related  party of
$99,218,  General and  administrative  of $82,806,  and Amortization of $19,972.
<F5>Net  loss  includes  Equity  in  losses  of Local  Limited  Partnerships  of
$934,939.
</FN>
        

</TABLE>


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