BOSTON FINANCIAL TAX CREDIT FUND VIII LP
10QSB/A, 1999-08-12
OPERATORS OF APARTMENT BUILDINGS
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August 12, 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-QSB Edgar for Quarter Ended June 30, 1999
       File Number 0-26522



Dear Sir/Madam:

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
Stephen Guilmette
Assistant Controller




TC8-Q1.DOC



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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

Quarterly Report Pursuant to 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, 1999
                              ---------------------------------

                                       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, 1999       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. EmployerIdentification 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 .



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                      BOSTON FINANCIAL TAX CREDIT FUND VIII
                             (A Limited Partnership)

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


Certain matters  discussed herein constitute  forward-looking  statements within
the meaning of the Private  Securities  Litigation  Reform Act of 1995. The Fund
intends  such  forward-looking  statements  to be  covered  by the  safe  harbor
provisions for  forward-looking  statements and are including this statement for
purposes of  complying  with these safe  harbor  provisions.  Although  the Fund
believes the forward-looking statements are based on reasonable assumptions, the
Fund can give no assurance  that their  expectations  will be  attained.  Actual
results  and  timing of  certain  events  could  differ  materially  from  those
projected in or contemplated by the  forward-looking  statements due to a number
of factors,  including,  without  limitation,  general  economic and real estate
conditions,  interest rates and unanticipated  delays or expenses on the part of
the Fund and their suppliers in achieving year 2000 compliance.

Liquidity and Capital Resources

At June 30, 1999, the Fund had cash and cash equivalents of $158,547 as compared
to $180,030 at March 31, 1999.  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, 1999,  approximately $1,326,000 of marketable securities has been
designated  as Reserves.  The Reserves were  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, 1999,  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, 1999. It
is  expected  that  cash  available  for  distribution,  if  any,  will  not  be
significant in fiscal year 2000. 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, 1999,  the Fund's  operations  resulted in a
net loss of  $557,442,  as compared to $519,442  for the three months ended June
30, 1998. The increase in net loss is primarily  attributable  to an increase in
equity in losses  of Local  Limited  Partnerships  due to a  decrease  in rental
income at some properties where occupancy has decreased.



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

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
            FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Property Discussions

The majority of properties  are operating a break-even  or are  generating  cash
flow.

Live Oaks  Plantation,  located in West Palm Beach,  Florida,  has experienced a
decrease in the  occupancy.  As of March 31, 1999,  occupancy was 67%, down from
72% in December.  The change in  occupancy  is primarily  due to the majority of
first-year leases expiring and management's decision not to renew all the leases
due  to  tenant  collection   problems.   Further  compounding  the  problem  is
competition  from new  affordable  housing  complexes in the area.  Accordingly,
management  is developing a more  aggressive  marketing  strategy.  The Managing
General  Partner  will be working  closely  with the Local  General  Partner and
management agent to monitor operations.

Impact of Year 2000

The Managing  General  Partner's  plan to resolve year 2000 issues  involves the
following four phases: assessment,  remediation, testing and implementation.  To
date,  the Managing  General  Partner has fully  completed an  assessment of all
information  systems that may not be operative  subsequent to 1999 and has begun
the remediation,  testing and implementation phase on both hardware and software
systems.  Because the hardware  and software  systems of both the Fund and Local
Limited  Partnerships  are  generally  the  responsibility  of  obligated  third
parties,  the plan primarily  involves  ongoing  discussions  with and obtaining
written  assurances from these third parties that pertinent systems will be 2000
compliant. In addition,  neither the Fund nor the Local Limited Partnerships are
incurring  significant  additional  costs since such  expenses  are  principally
covered under the service contracts with vendors. As of August 1999, the General
Partner is in the final  stages of its year 2000  remediation  plan and believes
all major  systems  are  compliant;  any  systems  still  being  updated are not
considered  significant to the Partnership's  operations.  However,  despite the
likelihood that all significant  year 2000 issues are expected to be resolved in
a timely manner,  the Managing General Partner has no means of ensuring that all
systems of outside vendors or other entities that impact operations will be 2000
compliant.  The Managing  General Partner does not believe that the inability of
third  parties to address  their year 2000 issues in a timely manner will have a
material  impact on the Fund.  However,  the effect of  non-compliance  by third
parties is not readily determinable.


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

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
             FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)


Impact of Year 2000 (continued)

Management has also evaluated a worst case scenario  projection  with respect to
the year 2000 and  expects  any  resulting  disruption  of either  the  Managing
General Partner's activities or any Local Limited Partnership's operations to be
short-term  inconveniences.  Such  problems,  however,  are not  likely to fully
impede the ability to carry out necessary duties of the Fund. Moreover,  because
expected  problems under a worst case scenario are not  extensively  detrimental
and,  because  the  likelihood  that all  systems  affecting  the  Fund  will be
compliant in early 1999,  the Managing  General  Partner has  determined  that a
formal  contingency  plan that  responds  to  material  system  failures  is not
necessary

Other Development

Lend Lease Real Estate  Investments,  Inc.,  the U.S.  subsidiary  of Lend Lease
Corporation and the leading U.S.  institutional real estate advisor as ranked by
assets under management,  announced on July 29, 1999 it has reached a memorandum
of understanding to acquire The Boston Financial Group Limited Partnership.  The
transaction  remains  subject  to final due  diligence,  legal  agreements,  and
regulatory  approvals with no guarantee that the acquisition  will be completed.
The two  companies  are  targeting  to complete the  transactions  by the end of
September.

Headquartered in New York and Atlanta, Lend Lease Real Estate Investments,  Inc.
has regional offices in 12 cities nationwide.  Worldwide, Lend Lease Real Estate
Investments operates from more than 30 cities on five continents: North America,
Europe, Asia, Australia and South America. The company ranks as the leading U.S.
manager of tax-exempt assets invested in real estate. It is a subsidiary of Lend
Lease  Corporation,  an international  real estate and financial  services group
listed on the Australian Stock Exchange. In addition to real estate investments,
the Lend Lease  Group  operates in the areas of  property  development,  project
management and construction,  and capital services  (infrastructure).  Financial
services  activities  include  funds  management,  life  insurance,  and  wealth
protection.



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