BOSTON FINANCIAL TAX CREDIT FUND VIII LP
10-Q, 1998-08-13
OPERATORS OF APARTMENT BUILDINGS
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August 13, 1998




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, 1998
       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/Dianne Groark
Dianne Groark
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, 1998
                              ---------------------------------

                                       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, 1998     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, 1998 (Unaudited)
            and March 31, 1998                                                 1

         Statements of Operations (Unaudited) - For the Three
            Months Ended June 30, 1998 and 1997                                2

         Statement of Changes in Partners' Equity (Deficiency) (Unaudited) -
            For the Three Months Ended June 30, 1998                           3

         Statements of Cash Flows (Unaudited) - For the Three
            Months Ended June 30, 1998 and 1997                                4

         Notes to Financial Statements (Unaudited)                             5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                   7

PART II - OTHER INFORMATION

Items 1-6                                                                      8

SIGNATURE                                                                      9



<PAGE>
                     BOSTON FINANCIAL TAX CREDIT FUND VIII
                             (A Limited Partnership)



                                                       
                                 BALANCE SHEETS

<TABLE>
<CAPTION>


                                                                                    June 30,        March 31,
                                                                                    1998              1998
                                                                                  (Unaudited)
Assets

<S>                                                                             <C>              <C>          
Cash and cash equivalents                                                       $     197,660    $     213,966
Investments in Local Limited Partnerships (Note 1)                                 24,556,732       25,099,334
Marketable securities, at fair value                                                1,567,301        1,486,224
Organization costs, net of accumulated amortization
   of $43,333 and $40,833, respectively                                                 6,667            9,167
Other assets                                                                           24,349           19,275
                                                                                -------------    -------------
         Total Assets                                                           $  26,352,709    $  26,827,966
                                                                                =============    =============

Liabilities and Partners' Equity

Liabilities
     Accounts payable to affiliate                                              $     312,252    $     268,817
     Accrued expenses                                                                  37,526           39,747
                                                                                -------------    -------------
         Total Liabilities                                                            349,778          308,564
                                                                                -------------    -------------

General, Initial and Investor Limited Partners' Equity                             26,000,059       26,519,501
Net unrealized gains (losses) on marketable securities                                  2,872              (99)
                                                                                -------------    -------------
         Total Partners' Equity                                                    26,002,931       26,519,402
                                                                                -------------    -------------
         Total Liabilities and Partners' Equity                                 $  26,352,709    $  26,827,966
                                                                                =============    =============
</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, 1998 and 1997

<TABLE>
<CAPTION>


                                                                                    1998                1997
                                                                                -------------      ---------
Revenue:
<S>                                                                             <C>                <C>          
   Investment                                                                   $      23,208      $      26,319
   Other                                                                                  750                725
                                                                                -------------      -------------
     Total Revenue                                                                     23,958             27,044
                                                                                -------------      -------------

Expenses:
   Asset management fees, related party                                                50,765             49,609
   General and administrative (includes reimbursements
     to an affiliate in the amounts of $ 18,073 and
     $29,402  in 1998 and 1997, respectively)                                          42,814             46,904
   Amortization                                                                         9,986              9,984
                                                                                -------------      -------------
     Total Expenses                                                                   103,565            106,497
                                                                                -------------      -------------

Loss before equity in losses
   of Local Limited Partnerships                                                      (79,607)           (79,453)

Equity in losses of Local Limited Partnerships                                       (439,835)          (492,117)
                                                                                -------------      -------------

Net Loss                                                                        $    (519,442)     $    (571,570)
                                                                                =============      =============

Net Loss allocated:
   To General Partners                                                          $      (5,194)     $      (5,716)
   To Limited Partners                                                               (514,248)          (565,854)
                                                                                -------------      --------------
                                                                                $    (519,442)     $    (571,570)
                                                                                =============      =============

Net Loss per Limited Partnership Unit
   (36,497 Units)                                                               $      (14.09)     $      (15.50)
                                                                                =============      =============

</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 Three Months Ended June 30, 1998
<TABLE>

<CAPTION>

                                                                                    Net
                                               Initial           Investor       Unrealized
                             General           Limited            Limited          Gains
                              Partner          Partner           Partners        (Losses)            Total


Balance at
<S>                        <C>              <C>               <C>               <C>              <C>          
   March 31, 1998          $     (51,152)   $       100       $  26,570,553     $      (99)      $  26,519,402

Net change in net unrealized
   losses on marketable
   securities available for
   sale                                -              -                   -          2,971               2,971

Net Loss                          (5,194)             -            (514,248)             -            (519,442)
                           -------------    -----------       -------------     ----------       -------------

Balance at
   June 30, 1998           $     (56,346)   $       100       $  26,056,305     $    2,872       $  26,002,931
                           =============    ===========       =============     ==========       =============

</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 Three Months Ended June 30, 1998 and 1997
<TABLE>
<CAPTION>


                                                                                    1998              1997
                                                                                -------------    ---------

<S>                                                                             <C>              <C>           
Net cash used for operating activities                                          $     (33,164)   $     (38,185)
                                                                                -------------    -------------

Cash flows from investing activities:
   Restricted cash                                                                          -           (6,062)
   Cash distributions received from
     Local Limited Partnerships                                                        95,281           40,311
   Purchases of marketable securities                                                (450,825)         (99,875)
   Proceeds from sales and maturities of
     marketable securities                                                            372,402          160,836
                                                                                -------------    -------------
Net cash provided by investing activities                                              16,858           95,210
                                                                                -------------    -------------

Net increase (decrease) in cash and cash equivalents                                  (16,306)          57,025

Cash and cash equivalents, beginning of period                                        213,966          273,412
                                                                                -------------    -------------

Cash and cash equivalents, end of period                                        $     197,660    $     330,437
                                                                                =============    =============



</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, 1998. 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.

The Managing  General Partner has elected to report results of the Local Limited
Partnerships  on a 90 day lag  basis,  because  the Local  Limited  Partnerships
report  their  results on a calendar  year  basis.  Accordingly,  the  financial
information  about  the  Local  Limited  Partnerships  that is  included  in the
accompanying financial statements is as of March 31, 1998 and 1997.

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 June
30, 1998:
<TABLE>
<CAPTION>

<S>                                                                                            <C>          
Capital Contributions paid to Local Limited
   Partnerships                                                                                $  29,264,859

Cumulative equity in losses of Local Limited Partnerships                                         (5,488,724)

Cumulative cash distributions received from Local
   Limited Partnerships                                                                             (178,981)

Investment in Local Limited Partnerships before adjustment                                        23,597,154

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                                   1,048,010

   Accumulated amortization of acquisition fees and expenses                                         (88,432)
                                                                                               -------------

Investment in Local Limited Partnerships                                                       $  24,556,732
                                                                                               =============
</TABLE>

The  Partnership's  share of net losses of the Local Limited  Partnerships 
for the three months ended June 30, 1998 is $439,835.




<PAGE>
                    BOSTON FINANCIAL TAX CREDIT FUND VIII
                             (A Limited Partnership)


                    NOTES TO FINANCIAL STATEMENTS(Continued)
                                   (Unaudited)




2.   Effect of Recently Issued Accounting Standard

The Financial  Accounting Standards Board recently issued Statement of Financial
Accounting  Standards No. 130, Reporting  Comprehensive  Income. The Partnership
has adopted  the new  standard  effective  April 1, 1998.  The  adoption of this
standard  had no effect on the  Partnership's  net income or  partner's  equity.
Comprehensive  loss was $516,471  and  $565,276 for the quarters  ended June 30,
1998 and 1997,  respectively.  Comprehensive  loss  includes  the  change in net
unrealized  gains and  losses on  marketable  securities  available  for sale of
$2,971 and $6,294 for the quarters ended June 30, 1998 and 1997, respectively.


<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, 1998, the Fund had cash and cash equivalents of $197,660 as compared
to $213,966 at March 31, 1998.  This  decrease is  attributable  to purchases of
marketable  securities  in excess of  proceeds  from  sales  and  maturities  of
marketable  securities and cash used for operations.  These decreases are offset
by cash distributions received from Local Limited Partnerships.

As of June 30, 1998,  approximately $1,415,000 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
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 June 30, 1998,  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 period ended June 30,  1998.  It is
expected that cash available for  distribution,  if any, will not be significant
in fiscal  year 1999.  As funds  from  temporary  investments  are paid to Local
Limited  Partnerships,  interest earnings on those funds decrease.  In addition,
some of the properties  benefit from some type of federal or state subsidy,  and
as a consequence, are subject to restrictions on cash distributions.

Results of Operations

For the three months ended June 30, 1998,  the Fund's  operations  resulted in a
net loss of  $519,442,  as compared to $571,570  for the three months ended June
30, 1997.  The decrease in net loss is primarily  attributable  to a decrease in
equity in losses of Local  Limited  Partnerships,  due to an  increase in rental
income at some properties where occupancy has increased.

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 June 30, 1998.


<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, 1998                   BOSTON FINANCIAL TAX CREDIT FUND VIII,
                                          A LIMITED PARTNERSHIP

                                    By:   Arch Street VIII Limited Partnership,
                                          its General Partner




                                           /s/Randolph G. Hawthorne
                                              Randolph G. Hawthorne
                                              Managing Director, Vice President
                                              and Chief Operating Officer


<PAGE>

<TABLE> <S> <C>

<ARTICLE>                  5
       
<S>                                                  <C>
<PERIOD-TYPE>                                        3-MOS
<FISCAL-YEAR-END>                                    MAR-31-1999
<PERIOD-END>                                         JUN-30-1998
<CASH>                                               197,660
<SECURITIES>                                         1,567,301
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               000
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       26,352,709<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           26,002,931
<TOTAL-LIABILITY-AND-EQUITY>                         26,352,709<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     23,958<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     103,565<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   000
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (519,442)<F5>
<EPS-PRIMARY>                                        (14.09)
<EPS-DILUTED>                                        000
<FN>
<F1>Included in total assets is Investments in Local Limited  Partnerships of  $24,556,732,  Organizational  costs,
net of $6,667 and Other assets of $24,349.
<F2>Total  liability  and equity  includes  Accounts  payable to  affiliate  of $312,252  and  Accrued  expenses of
$37,526.
<F3>Total revenue includes Investment of $23,208 and Other of $750.
<F4>Included in Other Expenses is Asset Management fees,  related party of $50,765,  General and  administrative of
$42,814 and Amortization of $9,986.
<F5>Net loss includes Equity in losses of Local Limited Partnerships of $439,835.
</FN>
        

</TABLE>


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