BOSTON FINANCIAL TAX CREDIT FUND VIII LP
10-Q, 1999-02-11
OPERATORS OF APARTMENT BUILDINGS
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February 11, 1999




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 December 31, 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/Stephen Guilmette
Steven Guilmette
Assistant Controller




TC8-Q3.DOC



<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)

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

For the quarterly period ended                    December 31, 1998
                              -------------------------------------

                                       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        0-26522
                       ------------------

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

         Statements of Operations (Unaudited) - For the Three and Nine
            Months Ended December 31, 1998 and 1997                          2

         Statement of Changes in Partners' Equity (Deficiency) 
            (Unaudited) - For the Nine Months Ended December 31, 1998        3

         Statements of Cash Flows (Unaudited) - For the Nine
            Months Ended December 31, 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>
                                                                                 December 31,    March 31,
                                                                                    1998           1998
                                                                                  (Unaudited)
Assets                                                                          -------------    -------------

<S>                                                                             <C>              <C>          
Cash and cash equivalents                                                       $     213,538    $     213,966
Investments in Local Limited Partnerships (Note 1)                                 23,619,828       25,099,334
Marketable securities, at fair value                                                1,562,948        1,486,224
Organization costs, net of accumulated
   amortization of $48,333 and $40,833, respectively                                    1,667            9,167
Other assets                                                                           19,150           19,275
                                                                                -------------    -------------
     Total Assets                                                               $  25,417,131    $  26,827,966
                                                                                =============    =============

Liabilities and Partners' Equity

Liabilities

Accounts payable to affiliates                                                  $     414,435    $     268,817
Accrued expenses                                                                       41,525           39,747
                                                                                -------------    -------------
     Total Liabilities                                                                455,960          308,564
                                                                                -------------    -------------

Commitments

General, Initial and Investor Limited Partners' Equity                             24,951,638       26,519,501
Net unrealized gains (losses) on marketable securities                                  9,533              (99)
                                                                                -------------    -------------
     Total Partners' Equity                                                        24,961,171       26,519,402
                                                                                -------------    -------------
     Total Liabilities and Partners' Equity                                     $  25,417,131    $  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 and Nine Months Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>

                                             Three Months Ended                          Nine Months Ended
                                      December 31,         December 31,           December 31,      December 31,
                                          1998                 1997                   1998               1997
                                      -------------        -------------         --------------    -------------

Revenue:
<S>                                    <C>                  <C>                   <C>               <C>         
   Investment                          $    25,890          $    25,654           $     74,207      $     79,099
   Other                                     6,115                3,360                  7,565             4,685
                                       -----------          -----------           ------------      ------------
     Total Revenue                          32,005               29,014                 81,772            83,784
                                       -----------          -----------           ------------      ------------

Expenses:
   Asset management fees,
     related party                          50,765               49,609                152,295           148,827
   General and administrative
     expenses (includes
     reimbursements to affiliates
     in the amounts of $55,836
     and $68,329 in 1998 and
     1997, respectively)                    39,111               40,250                 96,988           123,056
   Amortization                              9,986                9,986                 29,958            29,958
                                       -----------          -----------           ------------      ------------
       Total Expenses                       99,862               99,845                279,241           301,841
                                       -----------          -----------           ------------      ------------

Loss before equity in losses
   of Local Limited Partnership            (67,857)             (70,831)              (197,469)         (218,057)

Equity in losses of Local
   Limited Partnerships (Note 1)          (440,055)            (526,592)            (1,370,394)       (1,461,531)
                                       -----------          -----------           ------------      ------------

Net Loss                               $  (507,912)         $  (597,423)          $ (1,567,863)     $ (1,679,588)
                                       ===========          ===========           ============      ============

Net Loss allocated:
   To General Partners                 $    (5,079)         $    (5,974)          $    (15,679)     $    (16,796)
   To Limited Partners                    (502,833)            (591,449)            (1,552,184)       (1,662,792)
                                       -----------          -----------           ------------      ------------
                                       $  (507,912)         $  (597,423)          $ (1,567,863)     $ (1,679,588)
                                       ===========          ===========           ============      ============

Net Loss per Limited
   Partnership Unit (36,497 Units)     $    (13.78)         $    (16.21)          $    (42.53)      $     (45.56)
                                       ===========          ===========           ===========       ============

</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 Nine Months Ended December 31, 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
                           -------------    -----------       -------------     ----------       -------------

Comprehensive Loss:
   Net Loss                      (15,679)             -          (1,552,184)             -          (1,567,863)
   Change in net unrealized
   losses on marketable securities
   available for sale                  -              -                   -          9,632               9,632
                           -------------    -----------       -------------     ----------       -------------
Comprehensive Loss               (15,679)             -          (1,552,184)         9,632          (1,558,231)
                           -------------    -----------       -------------     ----------       -------------

Balance at
   December 31, 1998       $     (66,831)   $       100       $  25,018,369     $    9,533       $  24,961,171
                           =============    ===========       =============     ==========       =============

</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 Nine Months Ended December 31, 1998 and 1997

<TABLE>
<CAPTION>

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

<S>                                                                             <C>              <C>           
Net cash used for operating activities                                          $     (23,210)   $    (114,786)
                                                                                -------------    -------------

Cash flows from investing activities:
   Investment in Local Limited Partnerships                                                 -         (451,360)
   Restricted cash                                                                          -          503,031
   Cash distributions received from
     Local Limited Partnerships                                                        86,654           51,702
   Purchases of marketable securities                                                (975,941)        (672,711)
   Proceeds from sales and maturities of
     marketable securities                                                            912,069          732,262
                                                                                -------------    -------------

Net cash provided by investing activities                                              22,782          162,924
                                                                                -------------    -------------

Net increase (decrease) in cash and cash equivalents                                     (428)          48,138

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

Cash and cash equivalents, end of period                                        $     213,538    $     321,550
                                                                                =============    =============

</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  of  the  Local  Limited   Partnerships  that  is  included  in  the
accompanying financial statements is as of September 30, 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 interests 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
December 31, 1998:
<TABLE>
<CAPTION>

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

Cumulative equity in losses of Local Limited Partnerships                                         (6,419,283)

Cumulative cash distributions received from Local
   Limited Partnerships                                                                             (170,354)
                                                                                               -------------
Investment in Local Limited Partnerships before adjustment                                        22,675,222

Excess of investment cost over the underlying net assets acquired:

   Acquisition fees and expenses                                                                   1,048,010

   Accumulated amortization of acquisition fees and expenses                                        (103,404)
                                                                                               -------------

Investments in Local Limited Partnerships                                                      $  23,619,828
                                                                                               =============
</TABLE>

The Fund's share of net losses of the Local Limited Partnerships for the nine 
months ended December 31, 1998 is $1,370,394.




<PAGE>

                     BOSTON FINANCIAL TAX CREDIT FUND VIII
                             (A Limited Partnership)    
                    
                     NOTES TO FINANCIAL STATEMENTS (continued)
                                   (Unaudited)




2.   Effect of Recently Issued Accounting Standard

In June 1997,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting Standards No. 130, "Reporting  Comprehensive  Income". The
Statement,  which is effective  for fiscal years  beginning  after  December 15,
1997,  requires that the Fund display an amount representing total comprehensive
income for the period in its  financial  statements.  The Fund  adopted  the new
standard effective April 1, 1998.


<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 December  31,  1998,  the Fund had cash and cash  equivalents  of $213,538 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 December 31, 1998,  approximately  $1,321,000 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 December 31, 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 December 31, 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

The Fund's  results of operations  for the three and nine months ended  December
31, 1998 resulted in a net loss of $507,912 and $1,567,863, as compared to a net
loss of $597,423 and $1,679,588 for the same period in 1997. The decrease in net
loss is  primarily  attributable  to a decrease  in general  and  administrative
expenses and equity in losses of the Local Limited Partnerships. The decrease of
the  equity  in losses of the Local  Limited  Partnerships  is due to  increased
occupancy in two of the Local Partnerships  during the period ended December 31,
1998.

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.

Impact of Year 2000

The Managing  General Partner has assessed the Fund's exposure to date sensitive
computer software programs that may not be operative  subsequent to 1999 and has
executed a requisite course of action to minimize Year 2000 risk and ensure that
neither  significant  costs nor  disruption of normal  business  operations  are
encountered.  However,  due to the  inherent  uncertainty  that all  systems  of
outside  vendors  or other  companies  on which the Fund  and/or  Local  Limited
Partnerships   rely  will  be  compliant,   the  Fund  remains   susceptible  to
consequences of the Year 2000 issue.


<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 December 31, 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:   February 11, 1999         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>                                        9-MOS
<FISCAL-YEAR-END>                                    MAR-31-1999
<PERIOD-END>                                         DEC-31-1998
<CASH>                                               213,538
<SECURITIES>                                         1,562,948
<RECEIVABLES>                                        000
<ALLOWANCES>                                         000
<INVENTORY>                                          000
<CURRENT-ASSETS>                                     000
<PP&E>                                               000
<DEPRECIATION>                                       000
<TOTAL-ASSETS>                                       25,417,131<F1>
<CURRENT-LIABILITIES>                                000
<BONDS>                                              000
                                000
                                          000
<COMMON>                                             000
<OTHER-SE>                                           24,961,171
<TOTAL-LIABILITY-AND-EQUITY>                         25,417,131<F2>
<SALES>                                              000
<TOTAL-REVENUES>                                     81,772<F3>
<CGS>                                                000
<TOTAL-COSTS>                                        000
<OTHER-EXPENSES>                                     279,241<F4>
<LOSS-PROVISION>                                     000
<INTEREST-EXPENSE>                                   000
<INCOME-PRETAX>                                      000
<INCOME-TAX>                                         000
<INCOME-CONTINUING>                                  000
<DISCONTINUED>                                       000
<EXTRAORDINARY>                                      000
<CHANGES>                                            000
<NET-INCOME>                                         (1,567,863)<F5>
<EPS-PRIMARY>                                        (42.53)
<EPS-DILUTED>                                        000
<FN>
<F1>Total   assets  include   Investments  in  Local  Limited   Partnerships  of
$23,619,828,  Organizational  costs,  net of $1,667 and Other  assets of $19,150
<F2>Total  liability  and equity  includes  Accounts  payable to  affiliates  of
$414,435 and Accrued expenses of $41,525 <F3>Total  revenue includes  Investment
of $74,207 and Other of $7,565 <F4>Other Expenses include Asset Management fees,
related  party  of  $152,295,   General  and   administrative   of  $96,988  and
Amortization of $29,958. <F5>Net loss includes Equity in losses of Local Limited
Partnerships of $1,370,394. 
</FN> 
         

</TABLE>


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