BOSTON CAPITAL TAX CREDIT FUND IV LP
424B3, 1997-05-14
OPERATORS OF APARTMENT BUILDINGS
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                                                                               Y
                                  MAY 1, 1997

                       SUPPLEMENT NO. 6 TO PROSPECTUS FOR

                     BOSTON CAPITAL TAX CREDIT FUND IV L.P.

                                     DATED

                                  MAY 1, 1996

                   (SUPPLEMENT OFFERING BCTC IV SERIES 29 AND

                  IDENTIFYING CERTAIN ANTICIPATED INVESTMENTS
- --------------------------------------------------------------------------------


     This Supplement is part of, and should be read in conjunction with, the
Prospectus of the Fund. Capitalized terms used herein but not defined have the
meanings ascribed to them in the Prospectus. This Supplement No. 6 supersedes
all previous supplements to the Prospectus.

 Status of BCTC IV Series 28

     The Fund received orders for a total of 4,000,000 BACs ($39,999,000) with
respect to Series 28, and issued the last of such Series 28 BACs on January 31,
1997. The aggregate fees paid as of January 31, 1997 to the General Partner and
Affiliates with respect to Series 28 were $4,719,882. No additional BACs will be
offered with respect to Series 28. The Fund has issued a total of 27,313,852
BACs, raised $273,114,000 and admitted 16,590 Investors with respect to Series
20 through 28. (See "Prior Performance of the General Partner and its
Affiliates" in the Prospectus.)

 Offering of BCTC IV Series 29

     The Fund is offering, effective February 10, 1997, the tenth series of BACs
("Series 29") consisting of 4,000,000 BACs, with a minimum required investment
of five hundred BACs at $10 per BAC ($5,000) per Investor, on the terms and
conditions as are set forth in the Prospectus. The offering of BACs in Series 29
will not exceed 12 months.

     THE PURCHASE OF BACS IN SERIES 29 WILL NOT ENTITLE THE INVESTOR TO ANY
INTEREST IN ANY OTHER SERIES OF THE FUND NOR ANY INTEREST IN BOSTON CAPITAL TAX
CREDIT FUND LIMITED PARTNERSHIP, OR BOSTON CAPITAL TAX CREDIT FUND II LIMITED
PARTNERSHIP, OR BOSTON CAPITAL TAX CREDIT FUND III L.P.

     The Fund anticipates acquiring, on behalf of Series 29, limited partnership
interests in the twenty-three (23) Operating Partnerships more fully described
hereinafter (the "Operating Partnerships") pursuant to the provisions of
"Investment Objectives and Acquisition Policies," as set forth in the
Prospectus. The Operating General Partners (or affiliates thereof) with respect
to certain of the Operating Partnerships described below are general partners of
other operating partnerships which have been invested in by the Fund on behalf
of other series and/or other partnerships affiliated with the General Partner.
(See "Conflicts of Interest" in the Prospectus). A significant portion of the
funds invested by the Fund in each Operating Partnership will be used to pay
fees and expenses to the Operating General Partners. (See the table entitled
"Terms of Investment in Operating Partnerships" in this Supplement.)

     The following disclosure changes the tax credit investment objective from
the annual $1.20 to $1.40 per BAC which appears in the Prospectus and supersedes
any contrary disclosure in the Prospectus.

     The Fund will endeavor to invest in Operating Partnerships with a goal of
generating tax credits for allocation to Investors, upon completion and
occupancy of all Apartment Complexes, averaging approximately $1.10 to $1.30 per
BAC annually in Series 29, which would be the equivalent of an approximate
11%-13% annual Tax Credit as a percentage of capital invested, for the ten year
credit period applicable to each Apartment Complex in which Series 29 invests.
(See "Investment Objectives and Acquisition Policies" in the Prospectus.) This
assumes: (a) the applicability of current tax laws and regulations and current
interpretations of such laws and regulations by the courts; (b) each of such
Apartment Complexes is occupied with qualifying individuals throughout the
15-year Federal Housing Tax Credit compliance period; and (c) BAC Holders are
unable to use any passive tax losses generated by the Fund. These investment
objectives do not represent yield or return on investment.
<PAGE>


     Assuming: none of the Apartment Complexes invested in by a Series has any
value at the end of the 15-year Federal Housing Tax Credit compliance period
applicable to the investments of a Series and at such time if an Investor uses
the suspended passive losses equal to the unreturned Capital Contribution, the
equivalent tax-free internal rate of return would be approximately 5.2%-7.1% for
Investors with taxable income which is taxed at that time in the 15%-39.6% tax
brackets, respectively. (See "Federal Income Tax Matters--Passive Loss and Tax
Credit Limitations" for a discussion of offsetting an Investor's loss of Capital
Contribution against active income.) If the Apartment Complexes appreciate in
value, such increased value can be recognized through sales of Operating
Partnership Interests or the sale or refinancing of Apartment Complexes (even
though the restrictions and compliance requirements of the Federal Housing Tax
Credit program will continue to apply to such Apartment Complexes at that time),
and Investors receive distributions from such sales, the equivalent tax-free
internal rate of return will be greater.

     The selection of an 11%-13% annual Tax Credit as a percentage of capital
invested, as an investment objective, has been made by the Fund after consulting
with the Dealer-Manager regarding tax-free returns currently available to
investors in other similar tax credit investments. Pursuant to the rules for the
allocation of Federal Housing Tax Credits, the Fund's investment goal is for the
following annual tax-free amounts (for each $10,000 investment in Series 29):
$300-$400 in 1997; $600-$800 in 1998; $1,100-$1,300 in 1999-2006; $800-$1,100 in
2007; and $200-$400 in 2008. This statement of Tax Credit investment goal does
not represent a forecast of anticipated Tax Credits to be obtained nor does it
represent a yield or return on investment. Rather it represents an investment
goal of the Fund under the rules for allocation of Tax Credits for the credit
period applicable to the Fund's anticipated Series 29 investments. As there is
no assurance that the value of the Fund's assets will equal such amount or that
such distributions will be made, there is no assurance that any particular
tax-free internal rate of return will be achieved. (See "Tax Credit
Programs--The Federal Housing Tax Credit," commencing at page 64 of the
Prospectus, for a discussion of the allocation of Federal Housing Tax Credits
during the applicable credit period.)

     The Fund's investment in Operating Partnerships on behalf of Series 29 will
be consistent with the provisions of the Prospectus relating to the investment
in Operating Partnerships. (See, particularly, "Investment Objectives and
Acquisition Policies," "Investment in Operating Partnerships," and "Sharing
Arrangements: Profits, Credits, Losses, Net Cash Flow and Residuals.")

     THE POTENTIAL OPERATING PARTNERSHIP INTERESTS IDENTIFIED BELOW RELATE ONLY
TO BCTC IV--SERIES 29.

     While the General Partner believes that the Fund, on behalf of Series 29,
is reasonably likely to acquire interests in the Operating Partnerships which
are developing or will develop, as applicable, the Apartment Complexes described
hereinafter, the Fund may not be able to do so as a result of additional
information or changes in circumstances. Before any such acquisition is made,
the General Partner will continue and complete its due diligence review as to
the applicable Operating Partnership and the related Apartment Complex. This
process will include the review and analysis of information concerning, among
other matters, market competition and environmental factors; if any significant
adverse information is obtained by the General Partner, either action will be
taken to mitigate the adverse factor(s), or the acquisition will not be made. If
such interests are acquired, the terms may differ materially from those
described below. Accordingly, Investors should not rely on the ability of the
Fund to invest in these Apartment Complexes or under the described investment
terms in deciding whether to invest in the Fund. The anticipated acquisition of
the Operating Partnership Interests described hereinafter represents
approximately 76% of the total equity which the Fund currently expects to invest
in Operating Partnerships on behalf of Series 29.

                                      S-2

<PAGE>


 Management's Discussion and Analysis of Financial Condition and Results of
   Operations

     Since Series 29 is currently in the offering phase it has no material
assets nor any operating history. The twenty-three (23) Operating Partnerships 
in which Interests are currently expected to be acquired, and the respective 
Operating General Partners, are as follows:

<TABLE>
<CAPTION>
                Partnership                   General Partner(s)
- -------------------------------------------- -------------------------------
<S>    <C>                                    <C>
  1.   Arbor Park L.P.                        J. H. Thames, Jr.
        (the "Arbor Park Partnership")
  2.   Barlee II L.P.                         ERC Properties, Inc.
        (the "Barlee II Partnership")
  3.   Barrington Cove Partnership            Gatehouse Group, Inc.
        (the "Barrington Cove Partnership")
  4.   Bent Tree Apartments L.P.              William S. Swan
        (the "Bent Tree Partnership")
  5.   Collins L.P.                           Intervest Corporation
        (the "Collins Partnership")
  6.   Crystal Lake L.P.                      Community Economic
        (the "Crystal Lake Partnership")       Redevelopment Corporation
  7.   Dogwood L.P.                           Humphrey-Stavrou & Associates
        (the "Dogwood Partnership")
  8.   Emerald Trace L.P.                     Joyce Middleton
        (the "Emerald Trace Partnership")
  9.   Forest Hill L.P.                       First Centrum Corporation
        (the "Forest Hill Partnership")
 10.   Glenbrook Apartments L.P.              William S. Swan
        (the "Glenbrook Partnership")
 11.   Lake Hickory L.P.                      Intervest Corporation
        (the "Lake Hickory Partnership")
 12.   Lincoln Hotel L.P.                     Barone, Galasso & Associates
        (the "Lincoln Hotel Partnership")
 13.   Lutkin Bayou L.P.                      Intervest Corporation
        (the "Lutkin Bayou Partnership")
 14.   Newton L.P.                            Intervest Corporation
        (the "Newton Partnership")
 15.   Northway Drive L.P.                    Elaina D. Glockzin
        (the "Northway Partnership")
 16.   Ozark L.P.                             Intervest Corporation
        (the "Ozark Partnership")
 17.   Palmetto Place L.P.                    M. Riemer Calhoun, Jr.
        (the "Palmetto Place Partnership")
</TABLE>

                                      S-3

<PAGE>


<TABLE>
<CAPTION>
               Partnership                  General Partner(s)
- ------------------------------------------ ------------------------
<S>    <C>                                  <C>
 18.   Pecan Hill Apartments L.P.           William S. Swan
        (the "Pecan Hill Partnership")
 19.   Poplarville Housing L.P.             Intervest Corporation
        (the "Poplarville Partnership")
 20.   Quail Run Apartments L.P.            William S. Swan
        (the "Quail Run Partnership")
 21.   Rhome Apartments L.P.                William S. Swan
        (the "Rhome Partnership")
 22.   Westfield Apartments L.P.            M. Riemer Calhoun, Jr.
        (the "Westfield Partnership")
 23.   Willow Point III L.P.                J. H. Thames, Jr.
        (the "Willow Point Partnership")
</TABLE>


     Permanent Mortgage Loan financing for the Apartment Complexes described
herein is being or will be provided from a variety of sources, as described
below. It is anticipated that all of the dwelling units in the Apartment
Complexes identified herein will be eligible for Federal Housing Tax Credits.
The Apartment Complexes described in this Supplement are anticipated to complete
construction or rehabilitation, as applicable, during 1997 and 1998. Certain of
the Apartment Complexes, as described below, have not yet begun construction.
Delays in construction could occur with respect to Apartment Complexes currently
under construction or as to which construction has not yet commenced, which
could result in delay or reduction in achieving Tax Credits. (See "Risk
Factors--Tax Risks Associated with the Fund's Investments" in the Prospectus.)
The General Partner believes that each of the Apartment Complexes has or will
have adequate property insurance. The tables included in this Supplement
describe in greater detail information concerning the Apartment Complexes and
the anticipated terms of investment in each Operating Partnership.

     The Priority Return Base for Series 29 is $1.20 per BAC (12%). (See
"Glossary" at page 163 of the Prospectus for the definition of the term
"Priority Return Base.") Investors should note that the "Priority Return Base"
is the level of return that must be provided to Investors before the General
Partner may receive a 5% share in the proceeds from the sale or refinancing of
Apartment Complexes or Operating Partnership Interests. (See "Liquidation Phase"
at page 49 of the Prospectus.) In establishing the Priority Return Base, the
General Partner is not representing that the Fund is expected to provide this
level of return to Investors. The General Partner will receive fees and
compensation for services prior to BAC Holders receiving the Priority Return.

      

                                      S-4

<PAGE>
                 INFORMATION CONCERNING THE APARTMENT COMPLEXES

<TABLE>
<CAPTION>
                                                         Basic         Government
                           Location of     Number     Monthly(1)       Assistance
      Partnership Name      Property      of Units       Rents        Anticipated
     ------------------- --------------- ----------- ------------- ------------------
<S>  <C>                 <C>             <C>         <C>           <C>
 1.   Arbor Park          Jackson,             160    $371 1BR         Tax Exempt
      Partnership         Mississippi                 $437 2BR            Bond
                                                      $494 3BR         Financing
                                                                         issued
                                                                      through the
                                                                        City of
                                                                        Jackson,
                                                                      Mississippi
                                                                          (4)
 2.   Barlee II           Van Buren,            20    $465 3BR      Federal Housing
      Partnership         Arkansas                    $485 4BR        Tax Credits
 3.   Barrington Cove     Barrington,           60    $489 1BR         Apartment
      Partnership         Rhode Island                $584 2BR          Capital
                                                                       Investment
                                                                       Program(a)
                                                                    HOME Investment
                                                                      Partnerships
                                                                       Program(b)
                                                                          (6)
 4.   Bent Tree           Jacksboro,            18    $228 1BR       FmHA Sec. 515
      Partnership         Texas                                        with 100%
                                                                         rental
                                                                      assistance
 5.   Collins             Collins,              36    $217 1BR       FmHA Sec. 515
      Partnership         Mississippi                                  with 100%
                                                                         rental
                                                                      assistance
 6.   Crystal Lake        Urbana,              108    $350-         Federal Housing
      Partnership         Illinos                     $465 2BR        Tax Credits
                                                      410-
                                                      $480 2BR
 7.   Dogwood             Appomattox,           48    $260 1BR       FmHA Sec. 515
      Partnership         Virginia                    $290 2BR         with 100%
                                                      $300 3BR           rental
                                                                      assistance



<CAPTION>
        Permanent      Mortgage    Annual                                  Annual
         Mortgage      Interest    Reserve                               Management
           Loan          Rate      Amount       Management Agent            Fee
     ---------------- ----------- ---------- ----------------------- ------------------
<S>  <C>              <C>         <C>        <C>                     <C>
 1.   Compass Bank,       7%       $32,000    Park Development        5% of net rental
           N.A.                                                       income
        $5,700,000
           (4)
 2.       First           9%        $4,000    ERC Properties          6% of net rental
         National                             Inc.                    income
           Bank
       $618,000(5)
 3.    Rhode Island       8%       $12,000    Gatehouse               5% of net rental
       Housing and                            Management, Inc.        income
         Mortgage
         Finance
       Corporation
      $1,435,190(a)       0%
       Rhode Island
       Housing and
         Mortgage
         Finance
       Corporation
       $768,760(b)
           (6)
 4.      $618,390       1% (2)      $5,400    Swan Management         $22 per occupied
                                                                      unit per month
 5.      $981,456       1% (2)      $9,900    Intervest Management    $21 per occupied
                                                                      unit per month
 6.      Indiana          9%       $21,600    Bryson                  6% of net rental
       Federal Bank                           Management              income
        $2,157,000                            Company
           (7)
 7.     $1,524,476      1% (2)     $13,200    Humphrey Management     $18 per occupied
                                                                      unit per month
</TABLE>

                                      S-5

<PAGE>

           INFORMATION CONCERNING THE APARTMENT COMPLEXES--(Continued)

<TABLE>
<CAPTION>
                                                           Basic         Government
                            Location of      Number     Monthly(1)       Assistance
       Partnership Name       Property      of Units       Rents        Anticipated
      ------------------- ---------------- ----------- ------------- ------------------
<S>   <C>                 <C>              <C>         <C>           <C>
  8.   Emerald Trace       Ruston,             48       $244-               HOME
       Partnership         Louisiana                    $304 1BR         Investment
                                                        $285-           Partnerships
                                                        $358 2BR         Program(b)
                                                        $396 3BR            (8)
  9.   Forest Hill         Richmond,           85       $435-             Federal
       Partnership         Virginia                     $528 1BR        Housing Tax
                                                        $529-             Credits
                                                        $640 2BR
 10.   Glenbrook           Saint Joseph,       18       $219 1BR       FmHA Sec. 515
       Partnership         Texas                                         with 100%
                                                                           rental
                                                                        assistance
 11.   Lake Hickory        Lake                24       $228 2BR       FmHA Sec. 515
       Partnership         Hickory,                                      with 100%
                           Mississippi                                     rental
                                                                        assistance
 12.   Lincoln Hotel       San Diego,          41       $200 0BR        Disposition
       Partnership         California                                   Development
                                                                      Loan Program(b)
                                                                           (10)
 13.   Lutkin Bayou        Drew,               32       $234 1BR       FmHA Sec. 515
       Partnership         Mississippi                                   with 100%
                                                                           rental
                                                                        assistance



<CAPTION>
         Permanent      Mortgage    Annual                                  Annual
          Mortgage      Interest    Reserve                               Management
            Loan          Rate     Amount        Management Agent            Fee
      ---------------- ----------- ---------- ----------------------- ------------------
<S>   <C>              <C>         <C>        <C>                     <C>
  8.      Premier         9.5%       $9,600    Middleton               6% of net rental
         Bank, N.A.                            Management,             income
        $744,800(a)                            Inc.
         Louisiana         4%
          Housing
          Finance
           Agency
        $420,000(b)
            (8)
  9.      Midland          9%       $14,875    Elder Homes             5% of net rental
         Affordable                            Corporation             income
          Housing
        Group Trust
         $2,755,000
           (9)
 10.      $547,650       1% (2)      $5,400    Swan Management         $22 per occupied
                                                                       unit per month
 11.      $838,642       1% (2)      $6,600    Intervest Management    $21 per occupied
                                                                       unit per month
 12.      Savings         9.5%       $5,000    Barone, Gelasso &       5% of net rental
        Associations                           Associates              income
          Mortgage
          Company
        $205,000(a)
         San Diego         3%
       Redevelopment
           Agency
        $558,000(b)
           (10)
 13.      $644,652       1% (2)      $8,800    Intervest Management    $21 per occupied
                                                                       unit per month
</TABLE>

                                      S-6

<PAGE>
           INFORMATION CONCERNING THE APARTMENT COMPLEXES--(Continued)


<TABLE>
<CAPTION>
                                                          Basic        Government
                            Location of     Number     Monthly(1)      Assistance
       Partnership Name      Property      of Units       Rents       Anticipated
      ------------------- --------------- ----------- ------------- ----------------
<S>   <C>                 <C>             <C>         <C>           <C>
 14.   Newton              Newton,            32       $219 1BR      FmHA Sec. 515
       Partnership         Mississippi                                 with 100%
                                                                         rental
                                                                      assistance
 15.   Northway            Nacogdoches,       70       $265-          Federal HOME
       Partnership         Texas                       $328 1BR          Funds
                                                       $313-           Program(b)
                                                       $389 2BR           (10)
                                                       $350-
                                                       $437 3BR
 16.   Ozark               Poplarville,       16       $224 1BR      FmHA Sec. 515
       Partnership         Mississippi                                 with 100%
                                                                         rental
                                                                       assistance
 17.   Palmetto            Benton,            40       $243-              HOME
       Place               Louisiana                   $300 2BR        Investment
       Partnership                                     $345 3BR       Partnerships
                                                                       Program(b)
                                                                          (11)
 18.   Pecan Hill          Bryson,            16       $212 1BR      FmHA Sec. 515
       Partnership         Texas                                       with 100%
                                                                         rental
                                                                      assistance
 19.   Poplarville         Poplarville,       16       $228 1BR      FmHA Sec. 515
       Partnership         Mississippi                                 with 100%
                                                                         rental
                                                                      assistance
 20.   Quail Run           Iowa Park,         16       $223 1BR      FmHA Sec. 515
       Partnership         Texas                                       with 100%
                                                                         rental
                                                                      assistance
 


<CAPTION>
         Permanent      Mortgage    Annual                                  Annual
          Mortgage      Interest    Reserve                               Management
            Loan          Rate     Amount        Management Agent            Fee
      ---------------- ----------- ---------- ----------------------- ------------------
<S>   <C>              <C>         <C>        <C>                     <C>
 14.      $934,135       1% (2)      $8,800    Intervest Management    $21 per occupied
                                                                       unit per month
 15.       First           9%       $10,500    Summit Management       6% of net rental
          National                             Corporation             income
            Bank
       $1,262,000(a)
           Texas           3%
       Department of
        Housing and
         Community
          Affairs
        $391,000(b)
            (11)
 16.      $384,448       1% (2)      $4,400    Intervest Management    $21 per occupied
                                                                       unit per month
 17.      Premier          8%        $8,000    TF Management, Inc.     5% of net rental
         Bank, N.A.                                                    income
        $350,000(a)
         Louisiana         4%
          Housing
          Finance
           Agency
        $380,000(b)
           (12)
 18.      $395,120       1% (2)      $4,800    Swan Management         $22 per occupied
                                                                       unit per month
 19.      $410,574       1% (2)      $4,400    Intervest Management    $21 per occupied
                                                                       unit per month
 20.      $362,793       1% (2)      $4,800    Swan Management         $22 per occupied
                                                                       unit per month
</TABLE>

                                      S-7

<PAGE>
           INFORMATION CONCERNING THE APARTMENT COMPLEXES--(Continued)


<TABLE>
<CAPTION>
                                                         Basic        Government
                           Location of     Number     Monthly(1)      Assistance
       Partnership Name      Property     of Units       Rents       Anticipated
      ------------------- -------------- ----------- ------------- ----------------
<S>   <C>                 <C>            <C>         <C>           <C>
 21.   Rhome               Rhome,               18    $228 1BR      FmHA Sec. 515
       Partnership         Texas                                      with 100%
                                                                        rental
                                                                     assistance
 22.   Westfield           Welsh,               40    $256 2BR           HOME
       Partnership         Louisiana                  $340 3BR       Investment
                                                                    Partnerships
                                                                     Program(b)
                                                                        (13)
 23.   Willow Point        Jackson,            120    $371 1BR        Tax Exempt
       Partnership         Mississippi                $437 2BR           Bond
                                                      $494 3BR        Financing
                                                                        issued
                                                                     through the
                                                                       City of
                                                                       Jackson,
                                                                     Mississippi
                                                                        (14)



<CAPTION>
         Permanent      Mortgage    Annual                                 Annual
          Mortgage      Interest    Reserve                              Management
            Loan          Rate     Amount        Management Agent           Fee
      ---------------- ----------- ---------- ---------------------- ------------------
<S>   <C>              <C>         <C>        <C>                    <C>
 21.      $531,300       1% (2)      $5,400    Swan Management        $22 per occupied
                                                                      unit per month
 22.      Premier          8%        $8,000    TF Management, Inc.    5% of net rental
         Bank, N.A.                                                   income
        $330,000(a)
         Louisiana         4%
          Housing
          Finance
           Agency
        $350,000(b)
           (13)
 23.   Compass Bank,       7%       $24,000    Park Development       5% of net rental
            N.A.                                                      income
         $4,300,000
           (14)
</TABLE>

 (1) Exclusive of utilities, unless indicated otherwise.

 (2) FmHA 515 loan with a term of 50 years, a stated interest rate of between
     7.5% and 9.5%; written down to an effective rate of 1% through an interest
     credit subsidy, and payments of principal and interest on the basis of a 50
     year amortization schedule.

 (3) Except as and to the extent noted in the following footnote, the terms of
     all permanent mortgage loans described in the following footnotes, which
     have a term to maturity which is shorter than the term employed for the
     amortization schedule, provide or are expected to provide that the entire
     outstanding balance of principal of and interest on such permanent mortgage
     loan shall be due and payable in full at the maturity of such mortgage
     loan.

 (4) The terms of the Arbor Park Partnership's anticipated permanent first
     mortgage loan in the amount of $5,700,000 are expected to include a term of
     5 years, an interest rate of 7% and payments of principal and interest on
     the basis of a 30 year amortization schedule.

 (5) The terms of the Barlee II Partnership's anticipated permanent first
     mortgage loan in the amount of $618,000 are expected to include a term of
     30 years, an interest rate of 9% and payments of principal and interest on
     the basis of a 30 year amortization schedule.

 (6) (a) The terms of the Barrington Cove Partnership's anticipated permanent
         first mortgage loan in the amount of $1,435,190 are expected to include
         a term of 30 years, an interest rate of 8% and payments of principal
         and interest on the basis of a 30 year amortization schedule.

     (b) The terms of the Barrington Cove Partnership's anticipated permanent
         second mortgage loan in the amount of $768,760 are expected to include
         a term of 30 years, an interest rate of 0% and payments in the amount
         of 50% of cash flow available after payment of the first permanent
         mortgage loan which will be applied toward principal repayment.

 (7) The terms of the Crystal Lake Partnership's anticipated permanent first
     mortgage loan in the amount of $2,157,000 are expected to include a term of
     35 years, an interest rate of 9% and payments of principal and interest on
     the basis of a 35 year amortization schedule.

 (8) (a) The terms of the Emerald Trace Partnership's anticipated permanent
         first mortgage loan in the amount of $744,800 are expected to include a
         term of 40 years, an interest rate of 9.5% and payments of principal
         and interest on the basis of a 40 year amortization schedule.

     (b) The terms of the Emerald Trace Partnership's anticipated permanent
         second mortgage loan in the amount of $420,000 are expected to include
         a term of 20 years, an interest rate of 4% and payments of principal
         and interest on the basis of a 20 year amortization schedule,
         provided, however, that the terms of the permanent second mortgage
         loan will provide for the deferral and accrual of payments of
         principal and interest based on available cash flow, and for the
         payment of the entire outstanding balance of principal and interest at
         the end of the 20-year term.

                                      S-8

<PAGE>

           INFORMATION CONCERNING THE APARTMENT COMPLEXES--(Continued)

(9)  The terms of the Forest Hill Partnership's anticipated permanent first
     mortgage loan in the amount of $2,755,000 are expected to include a term of
     30 years, an interest rate of 9% and payments of principal and interest on
     the basis of a 30 year amortization schedule.

(10) (a) The terms of the Lincoln Hotel Partnership's anticipated permanent
         first mortgage loan in the amount of $205,000 are expected to include a
         term of 30 years, an interest rate of 9.5%, which will adjust every 10
         years with a maximum adjustment of 4%, and payments of principal and
         interest on the basis of a 30 year amortization schedule to that amount
         which is the yield on the 30 year U.S. Treasury bond plus 3%.

     (b) The terms of the Lincoln Hotel Partnership's anticipated permanent
         second mortgage loan in the amount of $558,000 are expected to include
         a term of 30 years, an interest rate of 3% and payments of principal
         and interest on the basis of a 30 year amortization schedule,
         provided, however, that the terms of the permanent second mortgage
         loan will provide for the deferral and accrual of payments of
         principal and interest based on available cash flow, and for the
         payment of the entire outstanding balance of principal and interest at
         the end of the 30-year term.

(11) (a) The terms of the Northway Partnership's anticipated permanent first
         mortgage loan in the amount of $1,262,000 are expected to include a
         term of 15 years, an interest rate of 9% and payments of principal and
         interest on the basis of a 30 year amortization schedule.

     (b) The terms of the Northway Partnership's anticipated permanent second
         mortgage loan in the amount of $391,000 are expected to include a term
         of 30 years, an interest rate of 3% and payments of principal and
         interest on the basis of a 30 year amortization schedule, provided,
         however, that the terms of the permanent second mortgage loan will
         provide for the deferral and accrual of payments of principal and
         interest based on available cash flow, and for the payment of the
         entire outstanding balance of principal and interest at the end of the
         30-year term.

(12) (a) The terms of the Palmetto Place Partnership's anticipated permanent
         first mortgage loan in the amount of $350,000 are expected to include a
         term of 30 years, an interest rate of 8% and payments of principal and
         interest on the basis of a 30 year amortization schedule.

     (b) The terms of the Palmetto Place Partnership's anticipated permanent
         second mortgage loan in the amount of $380,000 are expected to include
         a term of 30 years, an interest rate of 4% and payments of principal
         and interest on the basis of a 30 year amortization schedule,
         provided, however, that the terms of the permanent second mortgage
         loan will provide for the deferral and accrual of payments of
         principal and interest based on available cash flow, and for the
         payment of the entire outstanding balance of principal and interest at
         the end of the 30-year term.

(13) (a) The terms of the Westfield Partnership's anticipated permanent first
         mortgage loan in the amount of $330,000 are expected to include a term
         of 30 years, an interest rate of 8% and payments of principal and
         interest on the basis of a 30 year amortization schedule.

     (b) The terms of the Westfield Partnership's anticipated permanent second
         mortgage loan in the amount of $350,000 are expected to include a term
         of 30 years, an interest rate of 4% and payments of principal and
         interest on the basis of a 30 year amortization schedule, provided,
         however, that the terms of the permanent second mortgage loan will
         provide for the deferral and accrual of payments of principal and
         interest based on available cash flow, and for the payment of the
         entire outstanding balance of principal and interest at the end of the
         30-year term.

(14) The terms of the Willow Point Partnership's anticipated permanent first
     mortgage loan in the amount of $4,300,000 are expected to include a term of
     5 years, an interest rate of 7% and payments of principal and interest on
     the basis of a 30 year amortization schedule.

 

                                      S-9

<PAGE>
                  TERMS OF INVESTMENT IN OPERATING PARTNERSHIPS


<TABLE>
<CAPTION>
                                            Ownership
                                          Interest (%)
                                            Profits,
                                             Losses,       Operating       
                            BCTC IV        Credit/Net       General            Operating         
         Partnership        Capital           Cash          Partner             Deficit   
             Name         Contribution    Flow/Backend    Contribution         Guarantee  
      ------------------ --------------- --------------- ---------------     -------------
<S>    <C>                  <C>             <C>            <C>               <C>          
 1.    Arbor Park            $2,792,272     99/50/50              $100       Unlimited  
       Partnership                                                           in time   
                                                                             and amount  
 2.    Barlee II               $684,993     99/50/50            $6,813       Unlimited  
       Partnership                                                           in amount  
                                                                             for 5 years 
 3.    Barrington Cove       $4,014,130     99/50/50          $550,000       Unlimited  
       Partnership                                                           in amount  
                                                                             for 5 years 
 4.    Bent Tree               $157,010     99/50/50           $11,432       Unlimited  
       Partnership                                                           in amount  
                                                                             for 15 years
 5.    Collins                 $282,025     99/50/50           $17,812       Unlimited  
       Partnership                                                           in amount  
                                                                             for 10 years
 6.    Crystal Lake          $1,501,820     100/20/20             $100       Unlimited  
       Partnership                                                           in time   
                                                                             and amount  
 7.    Dogwood                 $409,116     99/50/50            $7,200       Unlimited  
       Partnership                                                           in amount  
                                                                             for 5 years 
 8.    Emerald               $1,040,920     99/35/35              $100       Unlimited  
       Trace                                                                 in time   
       Partnership                                                           and amount  
 9.    Forest Hill           $2,644,987     99/25/25              $100       Unlimited  
       Partnership                                                           in amount  
                                                                             for 5 years 
10.    Glenbrook               $142,553     99/50/50           $10,812       Unlimited  
       Partnership                                                           in amount  
                                                                             for 15 years
11.    Lake Hickory            $185,079     99/50/50           $17,065       Unlimited  
       Partnership                                                           in amount  
                                                                             for 10 years
12.    Lincoln               $1,419,315     99/30/30              $100       Unlimited  
       Hotel                                                                 in time   
       Partnership                                                           and amount 
                                                                            


<CAPTION>
                           Fund's
                        Approximate
                          Average       Development        Annual
                          Annual         Fee/Other      Partnership        Asset
         Operating      Anticipated    Distributions     Management      Management
       Partnership's      Federal      to Operating        Fee to      Fee to Boston
        Credit Base       Credit            GP          Operating GP      Capital
      ---------------- -------------- ---------------- --------------- ---------------
<S>    <C>              <C>             <C>              <C>             <C>
 1.       $11,549,865       $423,072       $1,000,000        $10,000         $10,000
     
     
 2.        $1,229,000       $105,384         $200,000         $2,000          $2,000
     
     
 3.        $7,242,876       $583,092         $519,970        $10,000         $10,000
     
     
 4.          $682,222        $24,922          $88,746           $500            $500
     
     
 5.        $1,286,694        $47,004         $207,439           $500            $500
     
     
 6.        $2,752,738       $240,792         $501,000         $5,000          $5,000
     
     
 7.        $1,806,314        $65,986          $82,840           $750            $750
     
     
 8.        $2,066,498       $173,487         $290,000         $4,800          $3,000
     
     
 9.        $4,989,178       $419,839         $831,530        $10,000          $7,000
     
     
10.          $619,404        $22,627          $83,474           $500            $500
     
     
11.          $844,390        $30,846         $143,612           $500            $500
     
     
12.        $1,416,922       $236,553         $130,000         $3,000          $3,000
     
     
</TABLE>
                                      S-10
<PAGE>

           TERMS OF INVESTMENT IN OPERATING PARTNERSHIPS--(Continued)

<TABLE>
<CAPTION>
                                         Ownership
                                       Interest (%)
                                         Profits,
                                       Losses,          Operating
                         BCTC IV        Credit/Net       General       Operating
        Partnership      Capital           Cash          Partner        Deficit
           Name       Contribution     Flow/Backend   Contribution     Guarantee
      --------------- --------------- --------------- --------------- ------------
<S>   <C>               <C>             <C>             <C>            <C>
13.    Lutkin Bayou         $174,583     99/50/50           $13,548    Unlimited
       Partnership                                                     in amount
                                                                       for 10
                                                                       years
14.    Newton               $229,136     99/50/50           $18,569    Unlimited
       Partnership                                                     in amount
                                                                       for 10
                                                                       years
15.    Northway           $2,900,205     99/50/50              $100    Unlimited
       Partnership                                                     in time
                                                                       and amount
16.    Ozark                 $93,888     99/50/50            $8,624    Unlimited
       Partnership                                                     in amount
                                                                       for 10
                                                                       years
17.    Palmetto             $967,750     99/50/50              $100    Unlimited
       Place                                                           in time
       Partnership                                                     and amount
18.    Pecan Hill           $104,220     99/50/50            $9,212    Unlimited
       Partnership                                                     in amount
                                                                       for 15
                                                                       years
19.    Poplarville           $78,628     99/50/50            $6,218    Unlimited
       Partnership                                                     in amount
                                                                       for 10
                                                                       years
20.    Quail Run             $95,364     99/50/50            $8,743    Unlimited
       Partnership                                                     in amount
                                                                       for 15
                                                                       years
21.    Rhome                $143,289     99/50/50           $11,364    Unlimited
       Partnership                                                     in amount
                                                                       for 15
                                                                       years
22.    Westfield            $905,669     99/50/50              $100    Unlimited
       Partnership                                                     in time
                                                                       and amount
23.    Willow Point       $2,105,735     99/50/50              $100    Unlimited
       Partnership                                                     in time
                                                                       and amount



<CAPTION>
                          Fund's
                        Approximate
                       Average          Development        Annual
                          Annual         Fee/Other      Partnership        Asset
         Operating      Anticipated    Distributions     Management      Management
       Partnership's      Federal      to Operating        Fee to      Fee to Boston
        Credit Base       Credit            GP         Operating GP       Capital
      ---------------- -------------- ---------------- --------------- ---------------
<S>       <C>              <C>            <C>              <C>             <C>
13.          $796,504        $29,097        $132,596           $500           $500
14.        $1,045,393        $38,189        $204,612           $500           $500
15.        $5,524,000       $467,775        $554,000         $7,000         $7,000
16.          $428,347        $15,648         $58,412           $500           $500
17.        $1,863,372       $158,648        $160,000         $4,000         $4,000
18.          $452,846        $16,543         $58,909           $500           $500
19.          $358,726        $13,105         $42,135           $500           $500
20.          $414,363        $15,137         $53,901           $500           $500
21.          $622,602        $22,744         $80,988           $500           $500
22.        $1,743,837       $148,470        $150,000         $4,000         $4,000
23.        $8,710,094       $319,051        $675,000        $10,000        $10,000
</TABLE>

 

                                      S-11

<PAGE>


THE ARBOR PARK PARTNERSHIP
(Arbor Park Apartments)

       Arbor Park Apartments is a 160-unit apartment complex for families which
is to be constructed in Jackson, Mississippi. Arbor Park Apartments will consist
of 32 one-bedroom units, 80 two-bedroom units and 48 three-bedroom units
contained in 10 buildings. The complex will offer a pool, recreation room and
central laundry facilities.

       Individual units will contain a refrigerator, range, dishwasher,
disposal, air conditioning, smoke detectors and a patio or porch.

       Construction of Arbor Park Apartments began in March, 1997. The Operating
General Partner anticipates that construction completion and occupancy will
occur as follows:

<TABLE>
<CAPTION>
Number                            Number
of Units       Completion         of Units         Rent-Up
- ----------   -----------------   -----------   -----------------
<S>           <C>                 <C>           <C>
   40         January, 1998          8          February, 1998
   40         February, 1998         8          March, 1998
   40         March, 1998            8          April, 1998
   40         April, 1998           16          May, 1998
                                    16          June, 1998
                                    16          July, 1998
                                    16          August, 1998
                                    16          September, 1998
                                    16          October, 1998
                                    20          November, 1998
                                    20          December, 1998
</TABLE>

THE BARLEE II PARTNERSHIP
(Vinsett Place Apartments)

       Vinsett Place Apartments is a 20-unit apartment complex for families
which is to be constructed in Van Buren, Arkansas. Vinsett Place Apartments will
consist of 18 three-bedroom units and 2 four-bedroom units contained in 20
buildings. The complex will offer central laundry facilities.

       Individual units will contain a refrigerator, range, dishwasher,
disposal, air conditioning, smoke detectors, cable television hook-up and a
patio or porch.

       Construction of Vinsett Place Apartments is anticipated to begin in
October, 1997. The Operating General Partner anticipates that construction
completion and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   10         May, 1998          5          June, 1998
   10         June, 1998         5          July, 1998
                                 5          August, 1998
                                 5          September, 1998
</TABLE>

THE BARRINGTON COVE PARTNERSHIP
(Barrington Cove Apartments)

       Barrington Cove Apartments is an existing 60-unit apartment complex for
senior citizens which is being rehabilitated in Barrington, Rhode Island.
Barrington Cove Apartments will consist of 40 one-bedroom units and 20 two-
bedroom units contained in 1 building. The complex will offer a function room 
and central laundry facilities.

       Individual units will contain a refrigerator, range, air conditioning and
smoke detectors.

       Rehabilitation of Barrington Cove Apartments began in July, 1996. The
Operating General Partner anticipates that completion of rehabilitation and
occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>             <C>           <C>
   36         July, 1997        10          August, 1997
                                10          September, 1997
                                10          October, 1997
                                10          November, 1997
                                10          December, 1997
                                10          January, 1998
</TABLE>

THE BENT TREE PARTNERSHIP
(Bent Tree Apartments)

       Bent Tree Apartments is an existing 18-unit apartment complex for senior
citizens which is to be rehabilitated in Jacksboro, Texas. Bent Tree Apartments
will consist of 18 one-bedroom units contained in 4 buildings. The complex will
offer a community room and central laundry facilities.

       Individual units will contain a refrigerator, range, smoke detectors and
a patio or porch.

       Rehabilitation of Bent Tree Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

                                      S-12

<PAGE>


<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>             <C>           <C>
   18         July, 1997         9          August, 1997
                                 9          September, 1997
</TABLE>

THE COLLINS PARTNERSHIP
(Collins Apartments)

       Collins Apartments is an existing 36-unit apartment complex for senior
citizens which is to be rehabilitated in Collins, Mississippi. Collins
Apartments will consist of 36 one-bedroom units contained in 4 buildings. The
complex will offer a meeting room and central laundry facilities.

       Individual units will contain a refrigerator, range and smoke detectors.

       Rehabilitation of Collins Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   36         July, 1997         9          August, 1997
                                 9          September, 1997
                                 9          October, 1997
                                 9          November, 1997
</TABLE>

THE DOGWOOD PARTNERSHIP
(Dogwood Apartments)

       Dogwood Apartments is an existing 48-unit apartment complex for families
which is to be rehabilitated on Route 5 in Appomattox, Virginia. Dogwood
Apartments will consist of 8 one-bedroom units, 34 two-bedroom units and 6
three-bedroom units contained in 4 buildings. The complex will offer a function
room, playground and central laundry facilities.

       Individual units will contain a refrigerator, range, air conditioning,
smoke detectors, cable television hook-up and a balcony.

       Rehabilitation of Dogwood Apartments is anticipated to begin in June,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                          Number
of Units      Completion        of Units         Rent-Up
- ----------   ---------------   -----------   -----------------
<S>           <C>                <C>          <C>
   24         July, 1997          12          August, 1997
   24         August, 1997        12          September, 1997
                                  12          October, 1997
                                  12          November, 1997
</TABLE>

THE CRYSTAL LAKE PARTNERSHIP
(Crystal Lake Apartments)

       Crystal Lake Apartments is an existing 108-unit apartment complex for
families which is to be rehabilitated on Broadway in Urbana, Illinois. Crystal
Lake Apartments will consist of 18 one-bedroom units and 90 two-bedroom units
contained in 6 buildings. The complex will offer a pool and central laundry
facilities.

       Individual units will contain a refrigerator, range, air conditioning,
smoke detectors, cable television hook-up and a patio or balcony.

       Rehabilitation of Crystal Lake Apartments is anticipated to begin in
July, 1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                         Number
of Units      Completion       of Units         Rent-Up
- ----------   --------------   -----------   -----------------
<S>           <C>              <C>           <C>
   27         April, 1998        12          May, 1998
   27         May, 1998          12          June, 1998
   27         June, 1998         12          July, 1998
   27         July, 1998         12          August, 1998
                                 12          September, 1998
                                 12          October, 1998
                                 12          November, 1998
                                 12          December, 1998
                                 12          January, 1999
</TABLE>

THE EMERALD TRACE PARTNERSHIP
(Emerald Trace Apartments)

       Emerald Trace Apartments is a 48-unit apartment complex for families
which is to be constructed in Ruston, Louisiana. Emerald Trace Apartments will
consist of 8 one-bedroom units, 32 two-bedroom units and 8 three-bedroom units
contained in 8 buildings. The complex will offer a meeting/reception area and
central laundry facilities.

       Individual units will contain a refrigerator, range, bathroom exhaust
fan, air conditioning and smoke detectors.

                                      S-13

<PAGE>


       Construction of Emerald Trace Apartments is anticipated to begin in June,
1997. The Operating General Partner anticipates that construction completion and
occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                             Number
of Units        Completion         of Units        Rent-Up
- ----------   ------------------   -----------   ----------------
<S>           <C>                   <C>          <C>
   24         September, 1997        12          October, 1997
   24         October, 1997          12          November, 1997
                                     12          December, 1997
                                     12          January, 1998
</TABLE>

THE FOREST HILL PARTNERSHIP
(Forest Hill Apartments)

       Forest Hill Apartments is an 85-unit apartment complex for senior
citizens which is to be constructed on Forest Hill Avenue in Richmond, Virginia.
Forest Hill Apartments will consist of 69 one-bedroom units and 16 two-bedroom
units contained in 8 buildings. The complex will offer a function room, library
and central laundry facilities.

       Individual units will contain a refrigerator, range, air conditioning and
smoke detectors.

       Construction of Forest Hill Apartments is anticipated to begin in
February, 1997. The Operating General Partner anticipates that construction
completion and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                             Number
of Units        Completion         of Units         Rent-Up
- ----------   ------------------   -----------   -----------------
<S>           <C>                   <C>          <C>
   17         September, 1997        10          September, 1997
   17         October, 1997          10          October, 1997
   17         November, 1997         14          November, 1997
   17         December, 1997         14          December, 1997
   17         January, 1998          18          January, 1998
                                     19          February, 1998
</TABLE>

THE GLENBROOK PARTNERSHIP
(Glenbrook Apartments)

       Glenbrook Apartments is an existing 18-unit apartment complex for senior
citizens which is to be rehabilitated on Sand Hill Avenue in Saint Joseph,
Texas. Glenbrook Apartments will consist of 18 one-bedroom units contained in 4
buildings. The complex will offer a community room and central laundry
facilities.

       Individual units will contain a refrigerator, range, smoke detectors and
a patio or porch.

       Rehabilitation of Glenbrook Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   18         July, 1997         9          August, 1997
                                 9          September, 1997
</TABLE>

THE LAKE HICKORY PARTNERSHIP
(Lake Hickory Apartments)

       Lake Hickory Apartments is an existing 24-unit apartment complex for
senior citizens which is to be rehabilitated in Lake Hickory, Mississippi. Lake
Hickory Apartments will consist of 24 one-bedroom units contained in 4
buildings. The complex will offer a meeting room and central laundry facilities.
 
       Individual units will contain a refrigerator, range and smoke detectors.

       Rehabilitation of Lake Hickory Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   24         July, 1997         6          August, 1997
                                 6          September, 1997
                                 6          October, 1997
                                 6          November, 1997
</TABLE>

THE LINCOLN HOTEL PARTNERSHIP
(Lincoln Apartments)

       Lincoln Apartments is an existing 41-unit apartment complex which is to
be rehabilitated on Fifth Avenue between Market and Island Streets in San Diego,
California. Lincoln Apartments will consist of 41 efficiency units contained in
1 building. The complex will offer a library, conference room, lounge and
central laundry facilities.

       Individual units will contain a refrigerator, range, microwave, smoke
detectors and cable television hook-up.

       Rehabilitation of Lincoln Apartments began in December, 1996. The
Operating General Partner

                                      S-14

<PAGE>

anticipates that completion of rehabilitation and occupancy will occur as
follows:

<TABLE>
<CAPTION>
Number                          Number
of Units      Completion        of Units         Rent-Up
- ----------   ---------------   -----------   -----------------
<S>           <C>                <C>          <C>
   41         August, 1997        10          September, 1997
                                  10          October, 1997
                                  10          November, 1997
                                  11          December, 1997
</TABLE>

THE LUTKIN BAYOU PARTNERSHIP
(Lutkin Bayou Apartments)

       Lutkin Bayou Apartments is an existing 32-unit apartment complex for
senior citizens which is to be rehabilitated in Drew, Mississippi. Lutkin Bayou
Apartments will consist of 32 one-bedroom units contained in 4 buildings. The
complex will offer a meeting room and central laundry facilities.

       Individual units will contain a refrigerator, range and smoke detectors.

       Rehabilitation of Lutkin Bayou Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   32         July, 1997         8          August, 1997
                                 8          September, 1997
                                 8          October, 1997
                                 8          November, 1997
</TABLE>

THE NEWTON PARTNERSHIP
(Newton Apartments)

       Newton Apartments is an existing 32-unit apartment complex for senior
citizens which is to be rehabilitated in Newton, Mississippi. Newton Apartments
will consist of 32 one-bedroom units contained in 4 buildings. The complex will
offer a meeting room and central laundry facilities.

       Individual units will contain a refrigerator, range and smoke detectors.

       Rehabilitation of Newton Apartments is anticipated to begin in May, 1997.
The Operating General Partner anticipates that completion of rehabilitation and
occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   32         July, 1997         8          August, 1997
                                 8          September, 1997
                                 8          October, 1997
                                 8          November, 1997
</TABLE>

THE NORTHWAY PARTNERSHIP
(Northway Drive Apartments)

       Northway Drive Apartments is a 70-unit apartment complex for families
which is to be constructed in Nacogdoches, Texas. Northway Drive Apartments will
consist of 22 one-bedroom units, 30 two-bedroom units and 18 three-bedroom units
contained in 19 buildings. The complex will offer a community room, pool,
function room, play and picnic areas, basketball court, playground, individual
storage units and central laundry facilities.

       Individual units will contain a refrigerator, range, dishwasher, air
conditioning and smoke detectors.

       Construction of Northway Drive Apartments began in February, 1997. The
Operating General Partner anticipates that construction completion and occupancy
will occur as follows:

<TABLE>
<CAPTION>
Number                             Number
of Units        Completion         of Units         Rent-Up
- ----------   ------------------   -----------   -----------------
<S>           <C>                   <C>          <C>
   17         July, 1997             10          August, 1997
   17         August, 1997           10          September, 1997
   18         September, 1997        10          October, 1997
   18         October, 1997          10          November, 1997
                                     10          December, 1997
                                     10          January, 1998
                                     10          February, 1998
</TABLE>

THE OZARK PARTNERSHIP
(Ozark Apartments)

       Ozark Apartments is an existing 16-unit apartment complex for senior
citizens which is to be rehabilitated in Poplarville, Mississippi. Ozark
Apartments will consist of 16 one-bedroom units contained in 4 buildings. The
complex will offer a meeting room and central laundry facilities.

       Individual units will contain a refrigerator, range and smoke detectors.

       Rehabilitation of Ozark Apartments is anticipated to begin in May, 1997.
The Operating General Partner

                                      S-15

<PAGE>

anticipates that completion of rehabilitation and occupancy will occur as
follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>             <C>          <C>
   16         July, 1997         4          August, 1997
                                 4          September, 1997
                                 4          October, 1997
                                 4          November, 1997
</TABLE>

THE PALMETTO PLACE PARTNERSHIP
(Palmetto Place Apartments)

       Palmetto Place Apartments is a 40-unit apartment complex for families
which is to be constructed in Benton, Louisiana. Palmetto Place Apartments will
consist of 10 one-bedroom units and 30 two-bedroom units contained in 8
buildings. The complex will offer a playground and central laundry facilities.

       Individual units will contain a refrigerator, range, air conditioning,
smoke detectors and a patio or porch.

       Construction of Palmetto Place Apartments began in February, 1997. The
Operating General Partner anticipates that construction completion and occupancy
will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   20         June, 1997        10          July, 1997
   20         July, 1997        10          August, 1997
                                10          September, 1997
                                10          October, 1997
</TABLE>

THE PECAN HILL PARTNERSHIP
(Pecan Hill Apartments)

       Pecan Hill Apartments is an existing 16-unit apartment complex for senior
citizens which is to be rehabilitated on Pecan Hill Drive in Bryson, Texas.
Pecan Hill Apartments will consist of 16 one-bedroom units contained in 4
buildings. The complex will offer a community room and central laundry
facilities.

       Individual units will contain a refrigerator, range, smoke detectors and
a patio or porch.

       Rehabilitation of Pecan Hill Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   16         July, 1997         8          August, 1997
                                 8          September, 1997
</TABLE>

THE POPLARVILLE PARTNERSHIP
(Poplarville Apartments)

       Poplarville Apartments is an existing 16-unit apartment complex for
senior citizens which is to be rehabilitated in Poplarville, Mississippi.
Poplarville Apartments will consist of 16 one-bedroom units contained in 4
buildings. The complex will offer a meeting room and central laundry facilities.

       Individual units will contain a refrigerator, range and smoke detectors.

       Rehabilitation of Poplarville Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   16         July, 1997         4          August, 1997
                                 4          September, 1997
                                 4          October, 1997
                                 4          November, 1997
</TABLE>

THE QUAIL RUN PARTNERSHIP
(Quail Run Apartments)

       Quail Run Apartments is an existing 16-unit apartment complex for senior
citizens which is to be rehabilitated on Wildflower Street in Iowa Park, Texas.
Quail Run Apartments will consist of 16 one-bedroom units contained in 4
buildings. The complex will offer a community room and central laundry
facilities.

       Individual units will contain a refrigerator, range, dishwasher, smoke
detectors and a patio or porch.

       Rehabilitation of Quail Run Apartments is anticipated to begin in May,
1997. The Operating General Partner anticipates that completion of
rehabilitation and occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   16         July, 1997         8          August, 1997
                                 8          September, 1997
</TABLE>

                                      S-16

<PAGE>


THE RHOME PARTNERSHIP
(Rhome Apartments)

       Rhome Apartments is an existing 18-unit apartment complex for senior
citizens which is to be rehabilitated on Autumn Lane in Rhome, Texas. Rhome
Apartments will consist of 18 one-bedroom units contained in 4 buildings. The
complex will offer a community room and central laundry facilities.

       Individual units will contain a refrigerator, range, smoke detectors and
a patio or porch.

       Rehabilitation of Rhome Apartments is anticipated to begin in May, 1997.
The Operating General Partner anticipates that completion of rehabilitation and
occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   18         July, 1997         9          August, 1997
                                 9          September, 1997
</TABLE>

THE WESTFIELD PARTNERSHIP
(Westfield Apartments)

       Westfield Apartments is a 40-unit apartment complex for families which is
to be constructed in Welsh, Louisiana. Westfield Apartments will consist of 10
one-bedroom units and 30 two-bedroom units contained in 8 buildings. The complex
will offer a playground and central laundry facilities.

       Individual units will contain a refrigerator, range, air conditioning,
smoke detectors and a patio or porch.

       Construction of Westfield Apartments began in February, 1997. The
Operating General Partner anticipates that construction completion and occupancy
will occur as follows:

<TABLE>
<CAPTION>
Number                        Number
of Units      Completion      of Units         Rent-Up
- ----------   -------------   -----------   -----------------
<S>           <C>              <C>          <C>
   20         June, 1997        10          July, 1997
   20         July, 1997        10          August, 1997
                                10          September, 1997
                                10          October, 1997
</TABLE>

 

THE WILLOW POINT PARTNERSHIP
(Willow Point Apartments)

       Willow Point Apartments is a 120-unit apartment complex for families
which is to be constructed in Jackson, Mississippi. Willow Point Apartments will
consist of 16 one-bedroom units, 72 two-bedroom units and 32 three-bedroom units
contained in 6 buildings. The complex will offer a pool, recreation room and
central laundry facilities.

       Individual units will contain a refrigerator, range, dishwasher,
disposal, air conditioning, smoke detectors and a patio or porch.

       Construction of Willow Point Apartments is anticipated to begin in March,
1997. The Operating General Partner anticipates that construction completion and
occupancy will occur as follows:

<TABLE>
<CAPTION>
Number                             Number
of Units        Completion         of Units         Rent-Up
- ----------   ------------------   -----------   -----------------
<S>           <C>                   <C>          <C>
   40         September, 1997        10          October, 1997
   40         October, 1997          10          November, 1997
   40         November, 1997         10          December, 1997
                                     10          January, 1998
                                     10          February, 1998
                                     10          March, 1998
                                     10          April, 1998
                                     10          May, 1998
                                     10          June, 1998
                                     10          July, 1998
                                     10          August, 1998
                                     10          September, 1998
</TABLE>

                                * * * * * * * *


                                      S-17


<PAGE>

                              UPDATE OF PROSPECTUS

     The following financial information for the period through December 31,
1996, updates and supersedes the information in the Prospectus under the
headings "Prior Performance of the General Partner and its Affiliates" and
"Reports of Independent Certified Public Accountants, Financial Statements and
Tabular Information Concerning Prior Limited Partnership." These sections have
been reprinted in their entirety as follows:

 Prior Performance of the General Partner and its Affiliates

     During the ten-year period from January 1, 1987 to December 31, 1996,
Affiliates of the General Partner and their respective predecessors in interest
have served as general partners of seven public limited partnerships and 33
private limited partnerships including seven corporate limited partnerships for
a total of 40 real estate programs. Of the 33 private limited partnerships, 1 is
organized in a single-tier structure and 32 in a two-tier structure. In a
"single-tier structure," investors directly acquire an interest in the limited
partnership which owns the particular real estate, while in a "two-tier
structure," investors acquire an interest in a limited partnership
(the "upper tier") which in turn acquires a limited partnership interest in a
limited partnership which owns the real estate (the "lower tier"). A two-tier
structure allows an investor to indirectly own interests in more than one
lower-tier limited partnership through his investment in a single upper-tier
partnership.

     Affiliates of the General Partner and their respective predecessors in
interest raised $1,318,007,825 in subscriptions from 53,957 investors during
this ten-year period. A total of 1,259 properties(1), with a total development
cost of $2,933,995,097 were acquired for the public and private limited
partnerships. These properties are geographically located 11% in the Northeast,
12% in the Mid-Atlantic, 33% in the Southeast, 24% in the Midwest, 10% in the
Southwest, and 10% in the West.

     The foregoing information covering the period from January 1, 1987 to
December 31, 1996, can be summarized as follows:

<TABLE>
<CAPTION>
      PROGRAMS                   PROPERTIES                      INVESTORS
- ---------------------   -----------------------------   ----------------------------
                                        Total                                              Average
                                     Development                                       Capital Invested
 Type       Number      Number           Cost           Number         Capital          Per Property
- ---------   ---------   ---------   -----------------   ---------   ----------------   ------------------
<S>         <C>         <C>         <C>                 <C>         <C>                <C>
Public            7           876      $1,986,459,783     52,584    $  800,478,958           $  913,789
Private          33           383      $  947,535,314      1,373    $  517,528,867           $1,351,250
                ---        ------     ---------------    --------   ---------------        -----------
Total            40         1,259      $2,933,995,097     53,957    $1,318,007,825           $1,046,869
</TABLE>

                                    REGIONS
<TABLE>
<CAPTION>
            Northeast      Mid-Atlantic       Southeast      Midwest     Southwest     West
            ------------   ---------------   ------------   ----------   ---------    ------
<S>           <C>              <C>             <C>            <C>           <C>        <C>
Public         12%              11%             34%            24%            8%       11%
Private         9%              15%             29%            24%           16%        7%
              -----            -----           -----          -----         ----      -----
Total          11%              12%             33%            24%           10%       10%
</TABLE>


     Of these 40 prior limited partnerships, all have invested in Apartment
Complexes (or operating partnerships which owned such complexes) financed and/or
operated with one or more forms of government subsidy, primarily RHS. The states
in which these Apartment Complexes are located and the number of properties in
each state are as follows:(2)


                                      S-18
<PAGE>

Alabama    ............     25          Nevada  ...............      6 
Arizona    ............     16          New Hampshire    ......      6 
Arkansas   ............     17          New Jersey    .........      6 
California    .........     64          New Mexico    .........     15 
Colorado   ............     13          New York   ............     65 
Connecticut   .........      1          North Carolina   ......     53 
D.C. ..................      1          North Dakota  .........     19 
Delaware   ............      4          Ohio    ...............     16 
Florida    ............     67          Oklahoma   ............     18 
Georgia    ............     70          Oregon  ...............      2 
Illinois   ............     10          Pennsylvania  .........     44 
Indiana    ............     13          Puerto Rico   .........      4 
Iowa    ...............     20          Rhode Island  .........      4 
Kansas  ...............     16          South Carolina   ......     33 
Kentucky   ............     33          South Dakota  .........      4 
Louisiana  ............     63          Tennessee  ............     24 
Maine   ...............     28          Texas   ...............     66 
Maryland   ............     20          Utah    ...............      7 
Massachusetts    ......     21          Vermont    ............      4 
Michigan   ............     47          Virginia   ............     57 
Minnesota  ............     25          Virgin Islands   ......      7 
Mississippi   .........     42          Washington    .........      2 
Missouri   ............     67          West Virginia    ......     10 
Montana    ............      4          Wisconsin  ............     16 
Nebraska   ............      8          

- ----------

(1) Includes 63 properties which are jointly owned by two or more investment
    partnerships or series within an investment partnership which represent a
    total of 76 shared investments.
(2) The total number of properties by state does not reflect the 76 shared
    investments of 63 operating partnerships. The net number of properties
    reflected is 1,183.

     The 40 government-assisted partnerships which invested in residential
apartment complexes accounted for 100% of the total development cost of all
properties acquired by all limited partnerships sponsored over the ten-year
period. Of the 1,259 total properties acquired during this ten-year period, four
properties held by a private partnership were refinanced.

     Of the total offerings during the ten-year period, 40 invested in
government-assisted properties and had investment objectives which were similar
to the investment objectives of the Fund, to the extent that the limited
partnerships intended to provide, in order of priority, (1) certain tax benefits
in the form of tax losses or low-income housing and rehabilitation tax credits
which each such limited partnership's partners might use to offset income from
other sources; (2) long-term capital appreciation through increases in the value
of each apartment complex; and (3) cash distributions through potential sale or
refinancing transactions. Distributions of current cash flow were not a primary
objective of these partnerships, in that the government agencies which provide
subsidies regulate both the amount of rent and the amount of cash distributions
which may be made to partners.

     Information concerning the public limited partnerships organized between
January 1, 1994 and December 31, 1996 is contained in Appendix I-Tabular
Information Concerning Prior Limited Partnerships.


                                      S-19
<PAGE>


 Private Placements (with Similar Investment Objectives)

     During the ten-year period ending December 31, 1996, interests in 33 of the
limited partnerships with similar investment objectives were sold to
approximately 1,373 investors in private offerings intended to be exempt from
the registration requirements of the Securities Act of 1933. A total of
$517,528,867 in subscriptions was raised. Interests were acquired in a total of
383 properties, with a total development cost of $947,535,314.

     The private limited partnerships involved new construction or renovation of
apartment complexes, financed with mortgage indebtedness aggregating
approximately $519,382,536 in addition to the equity investment of the prior
limited partnerships of $517,528,867. The purchased properties equalled 100% of
the total development cost of all non-commercial and non-conventional properties
invested in by private limited partnerships.

 Public Offerings

     During the ten-year period ending December 31, 1996, interests in seven
limited partnerships with investment objectives similar to those of the Fund,
were sold to approximately 52,584 investors in public offerings registered under
The Securities Act of 1933. A total of $800,478,958 in subscriptions was raised.
A total of 876 properties were purchased at a total development cost of
$1,986,459,783.

     Information regarding the public offerings is summarized as follows as of
December 31, 1996:

<TABLE>
<CAPTION>
                                       Investors                     Properties                 Type of Properties
                           ---------------------------------- ------------------------ ------------------------------------
                                                                            Total                      Under     Historic
                                                                         Development    Recently       Con-         Tax
         Program            Closed    Number      Capital      Number       Cost        Completed    struction    Credit
- -------------------------- --------- --------- -------------- --------- -------------- ------------ ------------ ----------
<S>                        <C>       <C>       <C>            <C>       <C>            <C>          <C>          <C>
American Affordable
 Housing I Limited
 Partnership  ............  1987         315    $  2,779,000         3   $  7,917,009          2      N/A               1
American Affordable
 Housing II Limited
 Partnership  ............  1988       2,421    $ 26,501,000        50   $105,307,863         47      N/A               3
American Affordable
 Housing III Limited
 Partnership  ............  1988         448    $  4,425,000         4   $ 11,323,271          4      N/A             N/A
Boston Capital Tax Credit
 Fund Limited
 Partnership (Series 1
 through 6)   ............  1989       7,623    $ 97,746,940       105   $273,896,723         95      N/A              10
Boston Capital Tax Credit
 Fund II Limited
 Partnership (Series 7
 through 14)  ............  1991      12,135    $186,398,018       310   $546,079,186        299      N/A              11
Boston Capital Tax Credit
 Fund III L. P. (Series
 15 through 19)  .........  1993      14,583    $219,960,000       241   $550,956,681        229      N/A              12
Boston Capital Tax Credit
 Fund IV L. P. (Series
 20 through 28)  .........  1996      15,059    $262,669,000       163   $490,979,050        134       24               5
</TABLE>

 


                                      S-20
<PAGE>


     During the four-year period ending December 31, 1996, Affiliates of the
General Partner sponsored two public investment limited partnerships with
similar investment objectives. These two public limited partnerships own
interests in 272 operating partnerships which include 18 properties jointly
owned by two or more investment partnerships or series within an investment
partnership, representing a total of 18 shared investments. The total number of
properties by state does not duplicate the 18 shared investments. The net number
of properties reflected is 254 located in:

Alabama    ............     3           Montana ...............     1 
Arizona    ............     5           Nebraska   ............     2 
Arkansas   ............     4           Nevada  ...............     3 
California    .........    11           New Hampshire    ......     1 
Colorado   ............     2           New Jersey ............     4 
Delaware   ............     1           New Mexico ............     2 
Florida    ............     9           New York   ............    17 
Georgia    ............    19           North Carolina   ......    11 
Illinois   ............     3           North Dakota  .........    10 
Indiana    ............     1           Ohio    ...............     2 
Iowa    ...............     6           Oklahoma   ............     2 
Kansas  ...............     3           Pennsylvania  .........     6 
Kentucky   ............    12           Rhode Island  .........     1 
Louisiana  ............    19           South Carolina   ......     6 
Maine   ...............     5           South Dakota  .........     1 
Maryland   ............     6           Tennessee  ............     4 
Massachusetts    ......     6           Texas   ...............    11 
Michigan   ............     8           Utah    ...............     2 
Minnesota  ............     2           Virginia   ............     7 
Mississippi   .........    12           Virgin Islands   ......     3 
Missouri   ............    17           Wisconsin  ............     4 
                                        

     All of the operating partnership acquisitions of the two public limited
partnerships involved new construction or renovation of existing Apartment
Complexes, financed with government-assisted mortgage indebtedness aggregating
approximately $421,963,211 in addition to the equity investment of the investing
partnerships of $389,631,000. These properties equalled 100% of the total
development cost of properties acquired by public limited partnerships in the
four-year period ended December 31, 1996.

     Upon request, the most recent Form 10-K and Form 10-Q filed with the
Securities and Exchange Commission relative to the public offerings will be
provided to investors at no charge and the exhibits to each such Form 10-K and
Form 10-Q will be provided for a reasonable fee.

     Table VI, included as an exhibit to the Registration Statement of which
this Prospectus forms a part, presents a more detailed description of certain of
these properties. The General Partner will provide Table VI to any prospective
Investor without fee upon request.

     Any investor or prospective investor may obtain a copy of the most recent
Form 10-K, Form 10-Q, or Table VI upon written request to Boston Capital Tax
Credit Fund IV L.P. c/o Boston Capital Partners, Inc., One Boston Place, Suite
2100, Boston, MA 02108-4406, Attn: Richard J. DeAgazio.

                                   * * * * *


                                      S-21
<PAGE>


     Since the inception of Boston Capital's predecessor in interest, Affiliates
of the General Partner and their respective predecessors in interest have raised
approximately $1.5 billion in equity from approximately 60,000 investors to
acquire interests in approximately 1,800 properties containing approximately
82,000 apartments units in 48 states, Puerto Rico, The Virgin Islands and
Washington, D.C., representing over $3.8 billion in total development cost.

     SEE "TABULAR INFORMATION CONCERNING CERTAIN PRIOR LIMITED PARTNERSHIPS,"
APPENDIX I, FOR DETAILED INFORMATION CONCERNING THE ABOVE LIMITED PARTNERSHIPS.
THE INFORMATION SUMMARIZED IN SUCH TABLES IS NOT NECESSARILY INDICATIVE OF THE
RESULTS THAT MAY BE EXPERIENCED BY THE FUND. IT SHOULD NOT BE ASSUMED THAT
INVESTORS WILL EXPERIENCE RETURNS, IF ANY, COMPARABLE TO THOSE EXPERIENCED BY
INVESTORS IN PRIOR PARTNERSHIPS. THE OPERATING HISTORY OF MANY OF SUCH PRIOR
PARTNERSHIPS IS BRIEF, AND TAX RETURNS AND FINANCIAL STATEMENTS FROM ONLY THE
INITIAL YEARS OF CERTAIN OF THESE LIMITED PARTNERSHIPS HAVE BEEN FILED.


                                      S-22
<PAGE>


             REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
            FINANCIAL STATEMENTS AND TABULAR INFORMATION CONCERNING
                           PRIOR LIMITED PARTNERSHIPS

                       BOSTON CAPITAL ASSOCIATES IV L.P.
                          INDEPENDENT AUDITORS' REPORT

                               December 31, 1996

To the Partners of

Boston Capital Associates IV L.P.

We have audited the accompanying balance sheet of Boston Capital Associates IV
L.P. as of December 31, 1996. This balance sheet is the responsibility of the
partnership's management. Our responsibility is to express an opinion on this
balance sheet based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Boston Capital Associates IV L.P.
as of December 31, 1996, in conformity with generally accepted accounting
principles.

                                      REZNICK FEDDER & SILVERMAN

Bethesda, Maryland
March 18, 1997


                                      S-23
<PAGE>


                       BOSTON CAPITAL ASSOCIATES IV L.P.
                                 BALANCE SHEET

                               December 31, 1996


                 ASSETS
Investment in partnership (Note C)   ......     $    500
                                                 ========
                LIABILITIES
Subscription payable  .....................     $    500
                                                 --------
Partner's equity (Note B)
 General partner   ........................          100
 Limited partner   ........................        1,400
                                                 --------
                                                   1,500
                                                 --------
 Less: subscriptions receivable   .........       (1,500)
                                                 --------
                                                      --
                                                 --------
                                                $    500
                                                 ========


                          See notes to balance sheet

 Note A--Organization

     Boston Capital Associates IV L.P. (the "Partnership") was organized under
the laws of Delaware as of October 5, 1993, to act as the General Partner of,
and to acquire and hold a general partnership interest in, Boston Capital Tax
Credit Fund IV L.P.

 Note B--Partners' Capital Contributions

     The Partnership has one general partner--C&M Associates d/b/a Boston
Capital Associates and one limited partner--Capital Investment Holdings IV. As
of October 5, 1993, the general partner and the limited partner are obligated to
make capital contributions of $100 and $1,400, respectively. Under the terms of
the partnership agreement, the general partner has no obligation to make
additional capital contributions to the Partnership, except possibly upon
liquidation. There are no additional capital contributions due from the limited
partner.

 Note C--Investment in Partnership

     On October 5, 1993, the Partnership was admitted as the General Partner in
Boston Capital Tax Credit Fund IV L.P. The Fund was formed to invest in real
estate by acquiring, holding, and disposing of limited partnership interests in
operating partnerships which will acquire, develop, rehabilitate, operate and
own newly-constructed, existing or rehabilitated low-income apartment complexes.
 


                                      S-24
<PAGE>


                            BCTC IV ASSIGNOR CORP.
                          INDEPENDENT AUDITORS' REPORT
                               December 31, 1996

To the Stockholder

BCTC IV Assignor Corp.

We have audited the accompanying balance sheet of BCTC IV Assignor Corp. as of
December 31, 1996. This balance sheet is the responsibility of the corporation's
management. Our responsibility is to express an opinion on this balance sheet
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall balance sheet presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of BCTC IV Assignor Corp. as of
December 31, 1996, in conformity with generally accepted accounting principles.

                                   REZNICK, FEDDER & SILVERMAN

Bethesda, Maryland

March 18, 1997


                                      S-25
<PAGE>

                             BCTC IV ASSIGNOR CORP.
                                  BALANCE SHEET
                                        
                               December 31, 1996

                                        ASSETS
Investment in partnership (Note B)   ............................    $    100
                                                                      ========
                                      LIABILITIES
Subscriptions payable    ........................................    $    100
Stockholder's equity
 Common stock--1,000 shares authorized, issued
 and outstanding, $1 par value per share ........................       1,000
Less: subscription receivable  ..................................      (1,000)
                                                                      --------
                                                                     $    100
                                                                      ========

                          See notes to balance sheet

 Note A--Organization

     BCTC IV Assignor Corp. (the "Corporation") was organized on October 12,
1993, under the laws of Delaware to act as the assignor limited partner of, and
to acquire and hold a limited partnership interest in, Boston Capital Tax Credit
Fund IV L.P. (the "Fund"). The Corporation will assign units of beneficial
interest in its limited partnership interest to persons who purchase Beneficial
Assignee Certificates (BACs), on the basis of one unit of beneficial interest
for each BAC. The Corporation will not have any interest in profits, losses or
distributions on its own behalf.

 Note B--Investment in Partnership

     On October 12, 1993, the Corporation was admitted as the assignor limited
partner in Boston Capital Tax Credit Fund IV L.P. The Fund was formed to invest
in real estate by acquiring, holding, and disposing of limited partnership
interests in operating partnerships which will acquire, develop, rehabilitate,
operate and own newly-constructed, existing or rehabilitated low-income
apartment complexes.


                                      S-26
<PAGE>


                       KEVIN P. MARTIN & ASSOCIATES, P.C.

                          Certified Public Accountants
                              Business Consultants

KEVIN P. MARTIN, CPA                         SOUTH SHORE EXECUTIVE PARK
KEVIN P. MARTIN, JR., CPA, MST                    TEN FORBES WEST
                                                BRAINTREE, MA 02184-2696
     ------------                                      ------------
KENNETH J. DAVIN, CPA            
GARRETT H. DALTON, III, CPA, MBA              TELEPHONE (617) 380-3520     
LISA A. MARTIN, CPA, MST                      FACSIMILE (617) 380-7836    
                                          EMAIL [email protected] 
                                             
                       
To The Partners
C & M Associates
d/b/a Boston Capital Associates
One Boston Place
Boston, MA 02108-4406

                         Independent Auditors' Report

We have audited the accompanying balance sheet of C & M Associates d/b/a Boston
Capital Associates (A Massachusetts General Partnership) as of December 31, 1996
and the related statements of income and expenses, partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of C & M Associates d/b/a Boston
Capital Associates as of December 31, 1996 and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

Braintree, Massachusetts
January 17, 1997


                                      S-27
<PAGE>


                                                                               
 

                                C & M ASSOCIATES
                        d/b/a/ BOSTON CAPITAL ASSOCIATES
                     (A MASSACHUSETTS GENERAL PARTNERSHIP)
                                 BALANCE SHEET
                               December 31, 1996

<TABLE>
<CAPTION>
                    ASSETS
<S>                                                <C>
CURRENT ASSETS:
 Cash    .......................................   $  886,236
 Service fees receivable (notes 3 and 4)  ......       55,443
                                                   -----------
  Total current assets  ........................      941,679
                                                   -----------
OTHER ASSETS:
 Investments (note 2)   ........................       81,973
                                                   -----------
                                                   $1,023,652
                                                   ===========
        LIABILITIES AND PARTNERS' EQUITY
CURRENT LIABILITIES:
 Accounts payable--affiliates (note 4)    ......   $      436
                                                   -----------
  Total current liabilities   ..................          436
                                                   -----------
PARTNERS' EQUITY  ..............................    1,023,216
                                                   -----------
                                                   $1,023,652
                                                   ===========
</TABLE>


                            See accompanying notes.
 


                                      S-28
<PAGE>


                                                                               
 

                                C & M ASSOCIATES
                        d/b/a BOSTON CAPITAL ASSOCIATES
                     (A MASSACHUSETTS GENERAL PARTNERSHIP)
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1996

     The accompanying financial statements have been prepared in accordance with
generally accepted accounting principles. The following is a summary of
significant accounting policies:

 Note 1--Summary of Significant Accounting Policies:

     Nature of Business--C & M Associates was formed as a Massachusetts general
partnership pursuant to an agreement dated July 1, 1982 to derive acquisition,
consulting and management fees from various investment limited partnerships.

     C & M Associates owns partnership interests in entities which own multiple
apartment complexes located in various states. The partnerships are subject to
long-term subsidy contracts, mortgage restrictions as to prepayments and
priority distributions to limited partners.

     The Partnership derives various acquisition and consulting fees from
investment limited partnerships in connection with the negotiating and acquiring
of operating partnership interests, substantially all of which are in the real
estate sector and located throughout the United States. All accounts receivable
are due from such partnership interests.

     Method of Accounting--The financial statements of the Partnership are
prepared on the accrual basis of accounting, and include only those assets,
liabilities and results of operations of the Partnership which relate to the
business of C & M Associates.

     Revenue Recognition--The Partnership recognizes service fee income based
upon the specific performance method at the time of syndication and closing of
limited partnership investments. These fees usually are payable over a period of
more than one year.

     No individual private limited partnerships were syndicated through C & M
Associates during 1996. However, C & M Associates continues to act as general
partner in various public individual and corporate private limited partnerships
which are syndicated through an affiliate.

     Income Taxes--No provision for income taxes is made in the financial
statements of the Partnership since the individual partners, not the entity, are
allocated the tax effect of items of income, deduction and credits to be
reported.

     Bad Debts--No allowance for doubtful accounts has been provided as
management believes all accounts receivable as of December 31, 1996 are fully
collectible.

     Financial Instruments--All financial instruments in the financial
statements are nonderivative and unless otherwise noted, the fair value of
financial instruments is the carrying value.

     Cash and Cash Equivalents--The Partnership considers all highly liquid
investments with a maturity of three months or less, when purchased, to be "cash
equivalents."

     In addition, the Partnership maintains its cash balances in one financial
institution located in Boston, Massachusetts. The balances are insured by the
Federal Deposit Insurance Corporation up to $100,000.


                                      S-29
<PAGE>


     Use of Estimates--The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statement and reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

     Note 2--Investments--Investments consist of interests in limited
partnerships and are recorded at cost. Due to uncertainties in the market for
investments in limited partnerships, it is not practical to determine the fair
value of the investments.

     C & M Associates holds a general partner interest in each limited
partnership. As a general partner, C & M Associates is responsible to meet all
limited partnership liabilities and obligations. These interests involve credit
risk in excess of the amount recognized on the balance sheet. Unless noted
otherwise, C & M Associates does not require collateral or other security to
support financial instruments with credit risk.

     Note 3--Line of Credit--The Partnership was co-maker with an affiliate on a
bank line of credit. Under the terms of the amended and restated loan agreement
dated June 17, 1996, the Partnership is no longer a co-maker under the line of
credit.

     The Partnership is a guarantor on a $10 million revolving bank line of
credit of another partnership, in which C & M Associates is affiliated as
sponsor and through common control. Under the terms of the loan agreement dated
August 22, 1996, the loan bears interest at the prime rate in effect from time
to time. The Partnership has guaranteed 25% of the principal and 100% of the
interest outstanding. As of December 31, 1996, there is no outstanding liability
of C & M Associates under the line of credit. There is, however, $3,115,640
outstanding to the affiliate.

     Note 4--Transactions with Related Parties--Substantially all revenues are
earned from the providing of financial consulting advice regarding development
and syndication of partnership interests to partnerships in which C & M
Associates is the general partner. All service fees receivables at December 31,
1996 are due from related parties.

     Substantially all expenses of C & M Associates are paid to an affiliate,
whose shareholders are partners in C & M Associates, which is contracted to
provide consulting services. All accounts payable at December 31, 1995 are
payable to the related party.

     Note 5--Commitments and Contingencies--C & M Associates has been named as a
co-defendant in a lawsuit and subsequent cross-complaint involving a former,
proposed real estate project. The complaint seeks unspecified damages.
Substantial discovery has not yet been completed and an estimate of the possible
loss or range of loss can not be made at this time.


                                      S-30
<PAGE>


           TABULAR INFORMATION CONCERNING PRIOR LIMITED PARTNERSHIPS

     The information contained in the following Tables I, II, III, and III-A is
presented in conjunction with and as a supplement to the narrative summary
appearing elsewhere in this Prospectus under "Prior Performance of the General
Partner and its Affiliates" and is qualified in its entirety by the information
contained in such narrative summary.

     These Tables include information for the three-year period beginning
January 1, 1994, and ending December 31, 1996 (five-year period ending March 31,
1996 for Table III) relating to public programs in the aggregate sponsored by
the General Partner and its Affiliates which had similar investment objectives
to those of the Fund. Programs deemed to have "similar investment objectives"
are programs receiving Government Assistance and originally intended to provide,
generally (1) tax benefits in the form of tax losses and low-income housing and
rehabilitation tax credits which could be used by limited partners to offset
income from other sources, (2) long-term capital appreciation through increases
in the value of the programs' investments, (3) cash distributions from the sale
or refinancing of the apartment complexes owned by the operating partnerships,
and (4) in some instances, limited cash distributions from operations.
Additionally, the programs which had similar investment objectives to those of
the Fund also involve material risks similar to those inherent in an investment
in the Fund. (See the section of the Prospectus entitled "Risk Factors.")

     The programs listed in these Tables were organized by the General Partner
and its Affiliates generally in a two-tier structure. These two-tier programs
consist of one investment limited partnership (the "investment partnership")
which invested in a number of limited partnerships (the "operating
partnerships"), each of which owns an apartment complex for low- and
moderate-income persons, which receives Government Assistance. In the three-
year period ending December 31, 1996, the General Partner and its Affiliates,
sponsored one public partnership. The following table identifies the number of
operating partnership interests acquired in programs sponsored by the General
Partner and its Affiliates as of December 31, 1996, and emphasizes Boston
Capital's philosophy of broad diversification:

<TABLE>
<CAPTION>
                        % Equity        # of Operating                       Average Equity
                        Committed        Partnerships                        Per Operating
     Program           at 12/31/96         Acquired         # of States       Partnership
- --------------------   --------------   -----------------   --------------   ----------------
<S>                    <C>              <C>                 <C>              <C>
Boston Capital Tax
 Credit Fund IV L.P.:
Series 20  .........       100.0%              24                17           $ 1,611,170
Series 21  .........       100.0%              14                12           $ 1,351,229
Series 22  .........        98.0%              28                17           $   897,879
Series 23  .........       100.0%              22                15           $ 1,516,331
Series 24  .........        94.2%              23                17           $   888,676
Series 25  .........        91.3%              20                14           $ 1,380,431
Series 26  .........        51.1%              24                13           $   851,119
Series 27  .........        80.3%               7                 7           $ 2,822,200
Series 28  .........         1.1%               1                 1           $   338,396
</TABLE>


     Although the percent of Equity Committed as of December 31, 1996 for Series
22, Series 24, Series 25, Series 26, Series 27 and Series 28 is 98.0%, 94.2%,
91.3%, 51.1%, 80.4% and 1.1%, respectively, properties have been identified for
acquisition to fully commit the equity raised for all of these Series.

     In 1993, Affiliates of the General Partner formed Boston Capital Tax Credit
Fund IV L.P., which was registered under the Securities Act of 1933.


                                      S-31
<PAGE>


     The primary investment objectives of these limited partnerships are the
preservation of the partnership's capital and the provision of current tax
benefits to investors in the form of Tax Credits and passive losses. Cash flow
distributions from the operating partnerships to the investment partnerships
were not an investment objective in these programs. The regulations of RHS and
other government subsidy programs limit the amount of rent which may be charged
to tenants and also limit the amount of cash flow which may be distributed, even
if greater amounts of cash flow are available.

     Investors in the Fund will not have any interest in any of the prior
limited partnerships incorporated in the tables or in any of the apartment
complexes owned by these limited partnerships. It should not be assumed that
Investors in the Fund will experience results comparable to those experienced by
investors in the programs incorporated in the following Tables.

     The Tabular Information Concerning Prior Limited Partnerships and
accompanying Notes are not covered by reports of independent certified public
accountants.

     Additional information regarding prior public programs can be obtained upon
written request to:

     Boston Capital Tax Credit Fund IV L.P.

     c/o Boston Capital Partners, Inc.

     One Boston Place, Suite 2100

     Boston, Massachusetts 02108-4406

     Attn: Richard DeAgazio


                                      S-32
<PAGE>


                                    TABLE I
                   EXPERIENCE IN RAISING AND INVESTING FUNDS

                            (ON A PERCENTAGE BASIS)

     Table I includes information concerning the experience of the General
Partner and its Affiliates in raising and investing funds for public limited
partnerships having similar investment objectives to the Fund. Information is
included for the sole public offering organized between January 1, 1994 and
December 31, 1996, which invested in 163 operating partnerships. Table I
presents the dollar amount offered and raised, the percentage of the amount
raised which was used to pay offering costs and acquire investments, the
percentage of leverage used and the time frame for raising and investing funds.

     Table I is presented as if all capital contributions were received and all
expenses and payments of capital were paid in the year in which the offering
closed, although such transactions occur over several years.

   The Table should be read in conjunction with the introduction and
                       accompanying Notes.

                   January 1, 1994 Through December 31, 1996

<TABLE>
<CAPTION>
                                                                      Public Offerings
                                                       -----------------------------------------------
                                                         BCTC IV          BCTC IV         BCTC IV
                                                           L.P.             L.P.            L.P.
                                                       (Series 20)      (Series 21)      (Series 22)
                                                          1994             1994             1994
                                                       --------------   --------------   -------------
<S>                                                    <C>              <C>              <C>
Dollar amount offered (1)   ........................    $ 38,667,000     $ 18,927,000     $ 25,644,000
Dollar amount raised (100%)    .....................             100%             100%             100%
Less: Offering expenses
Selling commissions and reimbursements retained
 by affiliates  ....................................            2.00%            2.00%            2.00%
 Other selling commissions  ........................            8.00%            8.00%            8.00%
 Legal and organizational   ........................            2.50%            2.50%            2.50%
                                                         ------------     ------------     ------------
Total offering expenses  ...........................           12.50%           12.50%           12.50%
                                                         ============     ============     ============
Amount available for investment from limited
 partners    .......................................           87.50%           87.50%           87.50%
Acquisition fees (2)  ..............................            8.50%            8.50%            8.50%
Acquisition expenses (3)    ........................            2.00%            2.00%            2.00%
Working capital reserves    ........................            4.00%            4.00%            4.00%
Cash payments to operating partnerships (4)   ......           73.00%           73.00%           73.00%
                                                         ------------     ------------     ------------
Total acquisition costs  ...........................           87.50%           87.50%           87.50%
                                                         ============     ============     ============
Mortgage financing    ..............................    $ 46,781,034     $ 28,859,996     $ 35,398,520
Additional capital (5)   ...........................    $    874,687     $  2,673,695     $    861,753
                                                         ------------     ------------     ------------
Total other sources   ..............................    $ 47,655,721     $ 31,533,691     $ 36,260,273
Amount available for investment from offering
 proceeds    .......................................    $ 33,833,625     $ 16,561,125     $ 22,438,500
                                                         ------------     ------------     ------------
Total development costs  ...........................    $ 81,489,346     $ 48,094,816     $ 58,698,773
                                                         ============     ============     ============
Percentage leverage (6)  ...........................           57.41%           60.01%           60.31%
Average length of offering (days)    ...............             156               92               80
Months to invest 90% of amount available   .........               4                3               10
</TABLE>


                                      S-33
<PAGE>


                                    TABLE I
                   EXPERIENCE IN RAISING AND INVESTING FUNDS
                            (ON A PERCENTAGE BASIS)
                   January 1, 1994 Through December 31, 1996

<TABLE>
<CAPTION>
                                                                      Public Offerings
                                                       -----------------------------------------------
                                                         BCTC IV          BCTC IV         BCTC IV
                                                           L.P.             L.P.            L.P.
                                                       (Series 23)      (Series 24)      (Series 25)
                                                          1995             1995             1995
                                                       --------------   --------------   -------------
<S>                                                    <C>              <C>              <C>
Dollar amount offered (1)   ........................    $ 33,366,000     $ 21,697,000     $ 30,137,100
Dollar amount raised (100%)    .....................             100%             100%             100%
Less: Offering expenses
Selling commissions and reimbursements retained
 by affiliates  ....................................            2.00%            2.00%            2.00%
 Other selling commissions  ........................            8.00%            8.00%            8.00%
 Legal and organizational   ........................            2.50%            2.50%            2.50%
                                                         ------------     ------------     ------------
Total offering expenses  ...........................           12.50%           12.50%           12.50%
                                                         ============     ============     ============
Amount available for investment from limited
 partners    .......................................           87.50%           87.50%           87.50%
Acquisition fees (2)  ..............................            8.50%            8.50%            8.50%
Acquisition expenses (3)    ........................            2.00%            2.00%            2.00%
Working capital reserves    ........................            4.00%            4.00%            4.00%
Cash payments to operating partnerships (4)   ......           73.00%           73.00%           73.00%
                                                         ------------     ------------     ------------
Total acquisition costs  ...........................           87.50%           87.50%           87.50%
                                                         ============     ============     ============
Mortgage financing    ..............................    $ 30,684,244     $ 27,013,242     $ 28,680,479
Additional capital (5)   ...........................    $    488,129     $    969,023     $    292,328
                                                         ------------     ------------     ------------
Total other sources   ..............................    $ 31,172,373     $ 27,982,265     $ 28,972,807
Amount available for investment from offering
 proceeds    .......................................    $ 29,195,250     $ 18,984,875     $ 26,467,000
                                                         ------------     ------------     ------------
Total development costs  ...........................    $ 60,367,623     $ 46,967,140     $ 55,439,807
                                                         ============     ============     ============
Percentage leverage (6)  ...........................           50.83%           57.52%           51.73%
Average length of offering (days)    ...............             165               76               91
Months to invest 90% of amount available   .........               4               13               12
</TABLE>

 


                                      S-34
<PAGE>


                                    TABLE I
                   EXPERIENCE IN RAISING AND INVESTING FUNDS
                            (ON A PERCENTAGE BASIS)
                   January 1, 1994 Through December 31, 1996

<TABLE>
<CAPTION>
                                                                      Public Offerings
                                                       -----------------------------------------------
                                                         BCTC IV          BCTC IV         BCTC IV
                                                           L.P.             L.P.            L.P.
                                                       (Series 26)      (Series 27)      (Series 28)
                                                          1996             1996             1996
                                                       --------------   --------------   -------------
<S>                                                    <C>              <C>              <C>
Dollar amount offered (1)   ........................    $ 39,959,000     $ 24,607,000     $ 29,554,000
Dollar amount raised (100%)    .....................             100%             100%             100%
Less: Offering expenses
Selling commissions and reimbursements retained
 by affiliates  ....................................            2.00%            2.00%            2.00%
 Other selling commissions  ........................            8.00%            8.00%            8.00%
 Legal and organizational   ........................            2.50%            2.50%            2.50%
                                                         ------------     ------------     ------------
Total offering expenses  ...........................           12.50%           12.50%           12.50%
                                                         ============     ============     ============
Amount available for investment from limited
 partners    .......................................           87.50%           87.50%           87.50%
Acquisition fees (2)  ..............................            8.50%            8.50%            8.50%
Acquisition expenses (3)    ........................            2.00%            2.00%            2.00%
Working capital reserves    ........................            4.00%            4.00%            4.00%
Cash payments to operating partnerships (4)   ......           73.00%           73.00%           73.00%
                                                         ------------     ------------     ------------
Total acquisition costs  ...........................           87.50%           87.50%           87.50%
                                                         ============     ============     ============
Mortgage financing    ..............................    $ 21,492,640     $ 33,341,350     $  1,092,702
Additional capital (5)   ...........................    $    405,990     $  1,150,600     $     83,263
                                                         ------------     ------------     ------------
Total other sources   ..............................    $ 21,898,630     $ 34,491,950     $  1,175,965
Amount available for investment from offering
 proceeds    .......................................    $ 34,964,125     $ 21,531,125     $ 25,859,750
                                                         ------------     ------------     ------------
Total development costs  ...........................    $ 56,862,755     $ 56,023,075     $ 27,035,715
                                                         ============     ============     ============
Percentage leverage (6)  ...........................           37.80%           59.51%            4.04%
Average length of offering (days)    ...............             159               85               93
Months to invest 90% of amount available   .........           N/A              N/A              N/A
</TABLE>




                                      S-35
<PAGE>


                               NOTES TO TABLE I

Note 1: The dollar amount offered and raised includes the entire amount of
investors' contributions paid.

Note 2: Acquisition fees are amounts paid to the general partners and affiliates
for selecting, evaluating, negotiating and closing the investment partnerships'
acquisition of operating partnership interests.

Note 3: Acquisition expenses consist of legal and accounting fees, travel,
market studies and other expenses to be paid to third parties.

Note 4: Cash payments to non-affiliated operating partnerships include capital
contributions. The amount shown for 1996 includes 22.08% of public partnerships'
funds committed but not yet invested.

Note 5: Additional capital represents funds contributed by the operating general
partners. Properties financed by RHS after 1987 require the operating general
partners to provide a minimum of 3% of the total development cost in equity.

Note 6: The leverage percentage equals the total amount of mortgage indebtedness
on the acquisition date or completion date divided by total development costs.


                                      S-36
<PAGE>


                                   TABLE II
                     COMPENSATION TO SPONSOR AND AFFILIATES

     Table II sets forth the aggregate amount of all compensation earned by or
paid to the General Partner and its Affiliates between January 1, 1994 and
December 31, 1996 for the programs included in Table I. None of the programs
included in this Table has been liquidated.

   The Table should be read in conjunction with the introduction and
                       accompanying notes.

                   January 1, 1994 Through December 31, 1996

<TABLE>
<CAPTION>
                                                                        Public Offerings
                                                         -----------------------------------------------
                                                           BCTC IV          BCTC IV         BCTC IV
                                                             L.P.             L.P.            L.P.
                                                         (Series 20)      (Series 21)      (Series 22)
                                                            1994             1994             1994
                                                         --------------   --------------   -------------
<S>                                                      <C>              <C>              <C>
Dollar amount raised (1)   ...........................     $38,667,000      $18,927,000     $25,644,000
Amounts paid and/or payable to sponsor and affiliates
 from proceeds (1):
Underwriting fees (2)   ..............................       1,353,345          662,445         897,540
Acquisition fees  ....................................       3,286,695        1,608,795       2,179,740
Acquisition expense reimbursement   ..................         773,340          378,540         512,880
Asset management fee .................................       1,021,187          673,150         483,381
Dollar amount of cash generated from operating
 partnerships before payments to sponsors (4)   ......              24                0               0
Amounts paid to sponsors from operations (4)    ......               0                0               0
</TABLE>

                                    TABLE II
                     COMPENSATION TO SPONSOR AND AFFILIATES
                   January 1, 1994 Through December 31, 1996

<TABLE>
<CAPTION>
                                                                        Public Offerings
                                                         -----------------------------------------------
                                                           BCTC IV          BCTC IV         BCTC IV
                                                             L.P.             L.P.            L.P.
                                                         (Series 23)      (Series 24)      (Series 25)
                                                            1995             1995             1995
                                                         --------------   --------------   -------------
<S>                                                      <C>              <C>              <C>
Dollar amount raised (1)   ...........................     $33,366,000      $21,697,000      $30,248,000
Amounts paid and/or payable to sponsor and affiliates
 from proceeds (1):
Underwriting fees (2)   ..............................       1,167,810          759,395        1,058,680
Acquisition fees  ....................................       2,836,110        1,844,245        2,571,080
Acquisition expense reimbursement   ..................         667,320          433,940          604,960
Asset management fee .................................         420,971          197,387          143,674
Dollar amount of cash generated from operating
 partnerships before payments to sponsors (3)   ......             378                0                0
Amounts paid to sponsors from operations (4)    ......               0                0                0
</TABLE>



                                      S-37
<PAGE>


                                   TABLE II
                     COMPENSATION TO SPONSOR AND AFFILIATES
                   January 1, 1994 Through December 31, 1996

<TABLE>
<CAPTION>
                                                                        Public Offerings
                                                         -----------------------------------------------
                                                           BCTC IV          BCTC IV         BCTC IV
                                                             L.P.             L.P.            L.P.
                                                         (Series 26)      (Series 27)      (Series 28)
                                                            1996             1996             1996
                                                         --------------   --------------   -------------
<S>                                                      <C>              <C>              <C>
Dollar amount raised (1)   ...........................     $39,959,000      $24,607,000      $29,554,000
Amounts paid and/or payable to sponsor and affiliates
 from proceeds (1):
Underwriting fees (2)   ..............................       1,398,565          861,245        1,034,390
Acquisition fees  ....................................       3,396,515        2,091,595        2,512,090
Acquisition expense reimbursement   ..................         799,180          492,140          591,080
Asset management fee    ..............................          97,385           59,255                0
Dollar amount of cash generated from operating
 partnerships before payments to sponsors (3)   ......               0                0                0
Amounts paid to sponsors from operations (4)    ......               0                0                0
</TABLE>

                               NOTES TO TABLE II

Note 1: Table II is presented as if all capital contributions were received and
all fees payable from offering proceeds to the General Partner, its Affiliates,
and their predecessors in interest were paid in the year in which the offerings
were completed; such transactions actually occur over several years.

Note 2: Underwriting fees include non-accountable expense allowances, research
report fees, due diligence fees, selling commissions, purchaser representative
fees, and capital commitment fees. These amounts do not include commissions paid
to an affiliated dealer-manager which were subsequently paid to non-affiliated
brokers. These fees are paid over one to three years.

Note 3: The dollar amount of cash generated from operating partnerships is the
total amount of cash distributions received by the investment partnerships
during the three-year period. For example: 1996 would include 1994-1996 cash
distributions for the partnership organized in 1994. Historically, cash flow
from government-subsidized apartment complexes is generated by the second full
year of operations, yet cash flow is not disbursed until financial statement
analyses are complete.

Note 4: If cash flow is unavailable to pay investment partnership operating
expenses, then expenses are either accrued until cash flow is available in
future years to repay such expenses or the sponsor pays these operating expenses
as they become due and subsequently receives reimbursement when cash flow is
available.


                                      S-38
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS

     Table III summarizes the operating results of prior partnerships having
similar investment objectives to the Fund which were closed between January 1,
1992 and December 31, 1996. In 1991, 1 public investment partnership was
organized; and in 1993, one public investment partnership was organized. The
public investment partnerships own interests in 404 operating partnerships.

     The information is presented in accordance with generally accepted
accounting principles ("GAAP") except with respect to the information presented
in the tables labeled "Tax & Distribution Data Per $1000 invested on a Tax
Basis", which is presented on the tax basis method of accounting.

     Significant differences can occur in operating results accounted for on a
tax versus GAAP basis. Some differences, but not all, are due to depreciation
methods and depreciable lives, and treatment of capitalized construction period
interest and expenses. The usual effect of these differences is that taxable
losses under GAAP would have been less than the taxable losses. Both GAAP and
tax losses are reported in the table.

     The Table should be read in conjunction with the introduction and
accompanying Notes.


                                      S-39
<PAGE>


                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1992
              BOSTON CAPITAL TAX CREDIT FUND III L.P. (Series 15)

<TABLE>
<CAPTION>
                                                            For the Financial Statement period ended March 31,
                                                  1992           1993            1994            1995            1996
                                               ------------ --------------- --------------- --------------- ---------------
<S>                                            <C>          <C>             <C>             <C>             <C>
Gross Revenues  ..............................       8,779         355,281         197,438          76,085         192,705
Profit on sale of properties   ...............           0               0               0               0               0
Less:
 Losses from operating partnerships (1)    ...     (14,724)     (1,294,753)     (2,724,135)     (2,948,034)     (3,201,668)
 Operating Expenses (3)  .....................      (8,688)       (627,418)       (637,964)       (614,234)       (592,984)
 Interest Expense  ...........................           0               0               0               0               0
 Depreciation (2)  ...........................           0         (42,926)        (45,457)        (26,231)        (36,843)
Net Income--GAAP Basis   .....................     (14,633)     (1,609,816)     (3,210,118)     (3,512,414)     (3,638,790)
Taxable Income
 from operations (4)  ........................           0      (1,101,897)     (3,213,263)     (2,928,629)     (3,152,116)
 gain on sale   ..............................           0               0               0               0               0
Cash generated from operations (6)   .........       5,559        (529,607)        340,917        (404,515)        160,890
Cash generated from sales   ..................           0               0               0               0               0
Cash generated from refinancing   ............           0               0               0               0               0
Cash generated from operations, sales and
 refinancing    ..............................       5,559        (529,607)        340,917        (404,515)        160,890
Less: Cash distributions to investors
 from operating cash flow   ..................           0               0               0               0               0
 from sales and refinancing    ...............           0               0               0               0               0
 from other  .................................           0               0               0               0               0
Cash generated (deficiency) after cash
 distributions  ..............................       5,559        (529,607)        340,917        (404,515)        160,890
Less: Special items (not including sales and
 refinancing)   ..............................           0               0               0               0               0
Cash generated (deficiency) after cash
 distributions and special items  ............       5,559        (529,607)        340,917        (404,515)        160,890
Amount remaining invested in program
 properties  .................................                                                                       98.52%
</TABLE>


<TABLE>
<CAPTION>
                                                       For the Tax period ended
                                                             December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)             1991     1992      1993      1994      1995      1996
                                       -------   -------   -------   -------   -------   ------
<S>                                    <C>       <C>       <C>       <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............    0             31        92       133       143     147
 State Credit  .....................    0              0         0         0         0       0
 Ordinary Income (loss)    .........    0            (28)      (83)      (77)      (79)    (94)
  from operations    ...............    0            (28)      (83)      (77)      (79)    (94)
  from recapture  ..................    0              0         0         0         0       0
 Capital gain (loss)    ............    0              0         0         0         0       0
</TABLE>

 


                                      S-40
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1992
              BOSTON CAPITAL TAX CREDIT FUND III L.P. (Series 16)

<TABLE>
<CAPTION>
                                                                   For the Financial Statement period ended March 31,
                                                             1993             1994              1995              1996
                                                           ------------   ---------------   ---------------   ---------------
<S>                                                        <C>            <C>               <C>               <C>
Gross Revenues   .......................................        336,886          829,398           439,382           127,067
Profit on sale of properties    ........................              0                0                 0                 0
Less:
 Losses from operating partnerships (1)  ...............            (28)      (1,036,291)       (2,784,673)       (3,778,516)
 Operating Expenses (3)   ..............................       (235,117)        (887,168)         (916,841)         (796,626)
 Interest Expense   ....................................              0                0                 0                 0
 Depreciation (2)   ....................................              0          (49,388)          (44,630)          (61,532)
Net Income--GAAP Basis    ..............................        101,741       (1,143,449)       (3,306,762)       (4,509,607)
Taxable Income  
 from operations (4)   .................................        (87,849)        (965,261)       (3,091,813)       (3,170,159)
 gain on sale    .......................................              0                0                 0                 0
Cash generated from operations (6)    ..................       (289,153)         118,350           184,664           (72,946)
Cash generated from sales    ...........................              0                0                 0                 0
Cash generated from refinancing    .....................              0                0                 0                 0
Cash generated from operations, sales and
 refinancing  ..........................................       (289,153)         118,350           184,664           (72,946)
Less: Cash distributions to investors
 from operating cash flow    ...........................              0                0                 0                 0
 from sales and refinancing  ...........................              0                0                 0                 0
 from other   ..........................................              0                0                 0                 0
Cash generated (deficiency) after cash
 distributions   .......................................       (289,153)         118,350           184,664           (72,946)
Less: Special items (not including sales and
 refinancing)    .......................................              0                0                 0                 0
Cash generated (deficiency) after cash distributions
 and special items  ....................................       (289,153)         118,350           184,664           (72,946)
Amount remaining invested in program properties   ......                                                               98.45%
</TABLE>


<TABLE>
<CAPTION>
                                                  For the Tax Period Ended
Tax & Distribution Data Per $1,000                      December 31,
invested on a Tax Basis (7)            1992      1993      1994      1995      1996
                                       -------   -------   -------   -------   ------
<S>                                    <C>       <C>       <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............       14         44        86       137     141
 State Credit  .....................        0          0         0         0       0
 Ordinary Income (loss)    .........       (2)       (18)      (57)      (58)    (81)
  from operations    ...............       (2)       (18)      (57)      (58)    (81)
  from recapture  ..................        0          0         0         0       0
 Capital gain (loss)    ............        0          0         0         0       0
</TABLE>


                                      S-41
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1993
              BOSTON CAPITAL TAX CREDIT FUND III L.P. (Series 17)

<TABLE>
<CAPTION>
                                                                  For the Financial Statement period ended March 31,
                                                             1993            1994              1995              1996
                                                           -----------   ---------------   ---------------   ---------------
<S>                                                        <C>           <C>               <C>               <C>
Gross Revenues   .......................................        15,671          760,875           511,745            85,172
Profit on sale of properties    ........................             0                0                 0                 0
Less:
 Losses from operating partnerships (1)  ...............             0       (1,050,293)       (2,744,283)       (3,144,888)
 Operating Expenses (3)   ..............................        (3,740)        (532,872)         (769,308)         (656,306)
 Interest Expense   ....................................             0                0                 0                 0
 Depreciation (2)   ....................................             0          (36,167)          (39,729)          (55,408)
Net Income--GAAP Basis    ..............................        11,931         (858,457)       (3,041,575)       (3,771,430)
Taxable Income 
 from operations (4)   .................................             0         (438,751)       (2,196,498)       (3,317,529)
 gain on sale    .......................................             0                0                 0                 0
Cash generated from operations (6)    ..................       (67,817)          77,060           102,182            85,170
Cash generated from sales    ...........................             0                0                 0                 0
Cash generated from refinancing    .....................             0                0                 0                 0
Cash generated from operations, sales and
 refinancing  ..........................................       (67,817)          77,060           102,182            85,170
Less: Cash distributions to investors
 from operating cash flow    ...........................             0                0                 0                 0
 from sales and refinancing  ...........................             0                0                 0                 0
 from other   ..........................................             0                0                 0                 0
Cash generated (deficiency) after cash
 distributions   .......................................       (67,817)          77,060           102,182            85,170
Less: Special items (not including sales and
 refinancing)    .......................................             0                0                 0                 0
Cash generated (deficiency) after cash distributions
 and special items  ....................................       (67,817)          77,060           102,182            85,170
Amount remaining invested in program properties   ......                                                              98.58%
</TABLE>


<TABLE>
<CAPTION>
                                                  For the Tax Period Ended
                                                        December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)             1992     1993      1994      1995      1996
                                       -------   -------   -------   -------   ------
<S>                                    <C>       <C>       <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............    0            24         83       134     140
 State Credit  .....................    0             0          0         0       0
 Ordinary Income (loss)    .........    0            (9)       (44)      (66)    (87)
  from operations    ...............    0            (9)       (44)      (66)    (87)
  from recapture  ..................    0             0          0         0       0
 Capital gain (loss)    ............    0             0          0         0       0
</TABLE>


                                      S-42
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS

                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1993
              BOSTON CAPITAL TAX CREDIT FUND III L.P. (Series 18)

<TABLE>
<CAPTION>
                                                          For the Financial Statement period ended March 31,
                                                             1994             1995              1996
                                                          -------------   ---------------   ---------------
<S>                                                       <C>             <C>               <C>
Gross Revenues  .......................................        401,039           509,945           139,504
Profit on sale of properties   ........................              0                 0                 0
Less:
 Losses from operating partnerships (1)    ............       (183,664)       (1,201,623)       (2,451,672)
 Operating Expenses (3)  ..............................       (230,286)         (541,876)         (470,468)
 Interest Expense  ....................................              0                 0                 0
 Depreciation (2)  ....................................         (8,588)          (30,673)          (42,298)
Net Income--GAAP Basis   ..............................        (21,499)       (1,264,227)       (2,824,934)
Taxable Income 
 from operations (4)  .................................         65,999          (804,258)       (2,392,927)
 gain on sale   .......................................              0                 0                 0
Cash generated from operations (6)   ..................        (32,403)          548,415           (87,238)
Cash generated from sales   ...........................              0                 0                 0
Cash generated from refinancing   .....................              0                 0                 0
Cash generated from operations, sales and
 refinancing    .......................................        (32,403)          548,415           (87,238)
Less: Cash distributions to investors
 from operating cash flow   ...........................              0                 0                 0
 from sales and refinancing    ........................              0                 0                 0
 from other  ..........................................              0                 0                 0
Cash generated (deficiency) after cash
 distributions  .......................................        (32,403)          548,415           (87,238)
Less: Special items (not including sales and
 refinancing)   .......................................              0                 0                 0
Cash generated (deficiency) after cash distributions
 and special items    .................................        (32,403)          548,415           (87,238)
Amount remaining invested in program properties  ......                                              99.29%
</TABLE>


<TABLE>
<CAPTION>
                                             For the Tax Period Ended
                                                   December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)             1993     1994      1995      1996
                                       -------   -------   -------   ------
<S>                                    <C>       <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............    0             73       127     133
 State Credit  .....................    0              0         0       0
 Ordinary Income (loss)    .........    0            (22)      (66)    (89)
  from operations    ...............    0            (22)      (66)    (89)
  from recapture  ..................    0              0         0       0
 Capital gain (loss)    ............    0              0         0       0
</TABLE>


                                      S-43
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1993
              BOSTON CAPITAL TAX CREDIT FUND III L.P. (Series 19)

<TABLE>
<CAPTION>
                                                           For the Financial Statement period ended March
                                                                                  31,
                                                             1994             1995              1996
                                                           ------------   ---------------   ---------------
<S>                                                        <C>            <C>               <C>
Gross Revenues   .......................................        191,686          663,275           490,352
Profit on sale of properties    ........................              0                0                 0
Less:
 Losses from operating partnerships (1)  ...............         (3,858)      (1,115,590)       (1,858,752)
 Operating Expenses (3)   ..............................       (152,566)        (728,647)         (550,424)
 Interest Expense   ....................................              0                0                 0
 Depreciation (2)   ....................................         (5,350)         (27,291)          (50,726)
Net Income--GAAP Basis    ..............................         29,912       (1,208,253)       (1,969,550)
Taxable Income
 from operations (4)   .................................         (4,184)        (468,951)       (3,017,243)
 gain on sale    .......................................              0                0                 0
Cash generated from operations (6)    ..................       (140,802)        (517,316)           37,527
Cash generated from sales    ...........................              0                0                 0
Cash generated from refinancing    .....................              0                0                 0
Cash generated from operations, sales and
 refinancing  ..........................................       (140,802)        (517,316)           37,527
Less: Cash distributions to investors
 from operating cash flow    ...........................              0                0                 0
 from sales and refinancing  ...........................              0                0                 0
 from other   ..........................................              0                0                 0
Cash generated (deficiency) after cash
 distributions   .......................................       (140,802)        (517,316)           37,527
Less: Special items (not including sales and
 refinancing)    .......................................              0                0                 0
Cash generated (deficiency) after cash distributions
 and special items  ....................................       (140,802)        (517,316)           37,527
Amount remaining invested in program properties   ......                                             97.62%
</TABLE>


<TABLE>
<CAPTION>
                                             For the Tax Period Ended
                                                   December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)             1993     1994      1995      1996
                                       -------   -------   -------   ------
<S>                                    <C>       <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............    0             18       101     124
 State Credit  .....................    0              0         0       0
 Ordinary Income (loss)    .........    0            (11)      (73)    (97)
  from operations    ...............    0            (11)      (73)    (97)
  from recapture  ..................    0              0         0       0
 Capital gain (loss)    ............    0              0         0       0
</TABLE>




                                      S-44
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1994
              BOSTON CAPITAL TAX CREDIT FUND IV L.P. (Series 20)

<TABLE>
<CAPTION>
                                                             For the Financial Statement period ended
                                                                            March 31,
                                                             1994           1995             1996
                                                           -----------   -------------   ---------------
<S>                                                        <C>           <C>             <C>
Gross Revenues   .......................................        8,065         231,414           151,206
Profit on sale of properties    ........................            0               0                 0
Less:
 Losses from operating partnerships (1)  ...............            0        (544,795)       (2,804,393)
 Operating Expenses (3)   ..............................       (5,561)       (483,018)         (438,912)
 Interest Expense   ....................................            0               0                 0
 Depreciation (2)   ....................................            0         (15,470)          (23,285)
Net Income--GAAP Basis    ..............................        2,504        (811,869)       (3,115,384)
Taxable Income
 from operations (4)   .................................            0        (399,908)       (3,063,829)
 gain on sale    .......................................            0               0                 0
Cash generated from operations (6)    ..................     (753,574)       (608,238)           87,374
Cash generated from sales    ...........................            0               0                 0
Cash generated from refinancing    .....................            0               0                 0
Cash generated from operations, sales and
 refinancing  ..........................................     (753,574)       (608,238)           87,374
Less: Cash distributions to investors
 from operating cash flow    ...........................            0               0                 0
 from sales and refinancing  ...........................            0               0                 0
 from other   ..........................................            0               0                 0
Cash generated (deficiency) after cash
 distributions   .......................................     (753,574)       (608,238)           87,374
Less: Special items (not including sales and
 refinancing)    .......................................            0               0                 0
Cash generated (deficiency) after cash distributions
 and special items  ....................................     (753,574)       (608,238)           87,374
Amount remaining invested in program properties   ......                                          99.69%
</TABLE>


<TABLE>
<CAPTION>
                                             For the Tax period ended
                                                   December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)             1993     1994      1995      1996
                                       -------   -------   -------   ------
<S>                                    <C>       <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............    0             20        83     132
 State Credit  .....................    0              0         0       0
 Ordinary Income (loss)    .........    0            (10)      (78)    (68)
  from operations    ...............    0            (10)      (78)    (68)
  from recapture  ..................    0              0         0       0
 Capital gain (loss)    ............    0              0         0       0
</TABLE>


                                      S-45
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1994
              BOSTON CAPITAL TAX CREDIT FUND IV L.P. (Series 21)

<TABLE>
<CAPTION>
                                                                           For the Financial
                                                                        Statement period ended
                                                                               March 31,
                                                                        1995            1996
                                                                     -------------   -------------
<S>                                                                  <C>             <C>
Gross Revenues    ................................................         77,548         109,287
Profit on sale of properties  ....................................              0               0
Less:
 Losses from operating partnerships (1)   ........................       (277,472)       (902,586)
 Operating Expenses (3)    .......................................       (179,938)       (295,327)
 Interest Expense    .............................................              0               0
 Depreciation (2)    .............................................         (5,395)        (16,968)
Net Income--GAAP Basis  ..........................................       (385,257)     (1,105,594)
Taxable Income
 from operations (4)    ..........................................        (55,555)       (563,052)
 gain on sale  ...................................................              0               0
Cash generated from operations (6)  ..............................     (1,071,123)        828,821
Cash generated from sales  .......................................              0               0
Cash generated from refinancing  .................................              0               0
Cash generated from operations, sales and refinancing    .........     (1,071,123)        828,821
Less: Cash distributions to investors
 from operating cash flow  .......................................              0               0
 from sales and refinancing   ....................................              0               0
 from other    ...................................................              0               0
Cash generated (deficiency) after cash distributions  ............     (1,071,123)        828,821
Less: Special items (not including sales and refinancing)   ......              0               0
Cash generated (deficiency) after cash distributions
 and special items   .............................................     (1,071,123)        828,821
Amount remaining invested in program properties    ...............                          96.22%
</TABLE>


<TABLE>
<CAPTION>
                                        For the Tax period ended
                                              December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)            1994      1995      1996
                                       -------   -------   ------
<S>                                    <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............        0         34      91
 State Credit  .....................        0          0       0
 Ordinary Income (loss)    .........       (3)       (29)    (72)
  from operations    ...............       (3)       (29)    (72)
  from recapture  ..................        0          0       0
 Capital gain (loss)    ............        0          0       0
</TABLE>


                                      S-46
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1994
              BOSTON CAPITAL TAX CREDIT FUND IV L.P. (Series 22)

<TABLE>
<CAPTION>
                                                                             For the Financial
                                                                     Statement period ended March 31,
                                                                         1995              1996
                                                                     ---------------   ---------------
<S>                                                                  <C>               <C>
Gross Revenues    ................................................           25,984            93,986
Profit on sale of properties  ....................................                0                 0
Less:
 Losses from operating partnerships (1)   ........................          (62,112)       (1,155,551)
 Operating Expenses (3)    .......................................          (93,965)         (312,736)
 Interest Expense    .............................................                0                 0
 Depreciation (2) ................................................           (4,295)          (12,538)
Net Income--GAAP Basis  ..........................................         (134,388)       (1,386,839)
Taxable Income
 from operations (4)    ..........................................          (36,367)       (1,179,491)
 gain on sale  ...................................................                0                 0
Cash generated from operations (6)  ..............................       (3,300,628)        3,087,382
Cash generated from sales  .......................................                0                 0
Cash generated from refinancing  .................................                0                 0
Cash generated from operations, sales and refinancing    .........       (3,300,628)        3,087,382
Less: Cash distributions to investors
 from operating cash flow  .......................................                0                 0
 from sales and refinancing   ....................................                0                 0
 from other    ...................................................                0                 0
Cash generated (deficiency) after cash distributions  ............       (3,300,628)        3,087,382
Less: Special items (not including sales and refinancing)   ......                0                 0
Cash generated (deficiency) after cash distributions
 and special items   .............................................       (3,300,628)        3,087,382
Amount remaining invested in program properties    ...............                              98.68%
</TABLE>


<TABLE>
<CAPTION>
                                        For the Tax period ended
                                              December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)            1994      1995      1996
                                       -------   -------   ------
<S>                                    <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............        0         46     100
 State Credit  .....................        0          0       0
 Ordinary Income (loss)    .........       (1)       (45)    (75)
  from operations    ...............       (1)       (45)    (75)
  from recapture  ..................        0          0       0
 Capital gain (loss)    ............        0          0       0
</TABLE>


                                      S-47
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1995
              BOSTON CAPITAL TAX CREDIT FUND IV L.P. (Series 23)

<TABLE>
<CAPTION>
                                                                          For the Financial
                                                                     Statement period ended March
                                                                                 31,
                                                                       1995            1996
                                                                     ------------   -------------
<S>                                                                  <C>            <C>
Gross Revenues    ................................................         9,097         395,171
Profit on sale of properties  ....................................             0               0
Less:
 Losses from operating partnerships (1)   ........................       (18,054)       (483,614)
 Operating Expenses (3)    .......................................             0        (447,957)
 Interest Expense    .............................................             0               0
 Depreciation (2)    .............................................             0          (9,804)
Net Income--GAAP Basis  ..........................................        (8,957)       (546,204)
Taxable Income
 from operations (4)    ..........................................             0        (348,385)
 gain on sale  ...................................................             0               0
Cash generated from operations (6)  ..............................        11,841        (410,825)
Cash generated from sales  .......................................             0               0
Cash generated from refinancing  .................................             0               0
Cash generated from operations, sales and refinancing    .........        11,841        (410,825)
Less: Cash distributions to investors
 from operating cash flow  .......................................             0               0
 from sales and refinancing   ....................................             0               0
 from other    ...................................................             0               0
Cash generated (deficiency) after cash distributions  ............        11,841        (410,825)
Less: Special items (not including sales and refinancing)   ......             0               0
Cash generated (deficiency) after cash distributions
 and special items   .............................................        11,841        (410,825)
Amount remaining invested in program properties    ...............                         98.76%
</TABLE>


<TABLE>
<CAPTION>
                                        For the Tax period ended
                                              December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)             1994     1995      1996
                                       -------   -------   ------
<S>                                    <C>       <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............    0             31      90
 State Credit  .....................    0              0       0
 Ordinary Income (loss)    .........    0            (13)    (76)
  from operations    ...............    0            (13)    (76)
  from recapture  ..................    0              0       0
 Capital gain (loss)    ............    0              0       0
</TABLE>


                                      S-48
<PAGE>


                                   TABLE III
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1995
              BOSTON CAPITAL TAX CREDIT FUND IV L.P. (Series 24)

<TABLE>
<CAPTION>
                                                                             For the Financial
                                                                            Statement period ended
                                                                               March 31, 1996
                                                                            -----------------------
<S>                                                                         <C>
Gross Revenues  .........................................................             139,594
Profit on sale of properties   ..........................................                   0
Less:
 Losses from operating partnerships (1)    ..............................            (149,023)
 Operating Expenses (3)  ................................................            (128,659)
 Interest Expense  ......................................................                   0
 Depreciation (2)  ......................................................              (5,769)
Net Income--GAAP Basis   ................................................            (143,857)
Taxable Income
 from operations (4)  ...................................................            (205,977)
 gain on sale   .........................................................                   0
Cash generated from operations (6)   ....................................             102,553
Cash generated from sales   .............................................                   0
Cash generated from refinancing   .......................................                   0
Cash generated from operations, sales and refinancing  ..................             102,553
Less: Cash distributions to investors
 from operating cash flow   .............................................                   0
 from sales and refinancing    ..........................................                   0
 from other  ............................................................                   0
Cash generated (deficiency) after cash distributions   ..................             102,553
Less: Special items (not including sales and refinancing)    ............                   0
Cash generated (deficiency) after cash distributions and special items                102,553
Amount remaining invested in program properties  ........................               99.37%
</TABLE>


<TABLE>
<CAPTION>
                                      For the Tax
                                      period ended
                                      December 31,
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)           1995   1996
                                     ------- ------
<S>                                  <C>     <C>
Federal Income Tax Results
 Federal Credit (5)  ...............     11      50
 State Credit  .....................      0       0
 Ordinary Income (loss)    .........     (8)    (56)
  from operations    ...............     (8)    (56)
  from recapture  ..................      0       0
 Capital gain (loss)    ............      0       0
</TABLE>




                                      S-49
<PAGE>


                                   TABLE III
                                        
                OPERATING RESULTS OF PRIOR LIMITED PARTNERSHIPS
                      From Opening Through March 31, 1996
                      PUBLIC OFFERINGS CLOSED DURING 1995
      BOSTON CAPITAL TAX CREDIT FUND IV L.P. (Series 25, 26, 27, and 28)

<TABLE>
<CAPTION>
                                                               For the Financial Statement period ended March 31,
                                                               --------------------------------------------------
                                                                         1996                      1997
                                                               ------------------------- ------------------------
                                                                Series 25    Series 26    Series 27   Series 28
                                                               ------------ ------------ ------------ -----------
<S>                                                            <C>          <C>          <C>          <C>
Gross Revenues   .............................................      130,046       8,666    N/A*         N/A*
Profit on sale of properties    ..............................            0           0    N/A*         N/A*
Less:
 Losses from operating partnerships (1)  .....................       22,315           0    N/A*         N/A*
 Operating Expenses (3)   ....................................     (109,194)    (35,876)   N/A*         N/A*
 Interest Expense   ..........................................            0           0    N/A*         N/A*
 Depreciation (2)   ..........................................       (2,622)          0    N/A*         N/A*
Net Income--GAAP Basis    ....................................       40,545     (27,210)   N/A*         N/A*
Taxable Income
 from operations (4)   .......................................       10,287           0    N/A*         N/A*
 gain on sale    .............................................            0           0    N/A*         N/A*
Cash generated from operations (6)    ........................     (177,485)    (13,967)   N/A*         N/A*
Cash generated from sales    .................................            0           0    N/A*         N/A*
Cash generated from refinancing    ...........................            0           0    N/A*         N/A*
Cash generated from operations, sales and refinancing   ......     (177,485)    (13,967)   N/A*         N/A*
Less: Cash distributions to investors
 from operating cash flow    .................................            0           0    N/A*         N/A*
 from sales and refinancing  .................................            0           0    N/A*         N/A*
 from other   ................................................            0           0    N/A*         N/A*
Cash generated (deficiency) after cash distributions    ......     (177,485)    (13,967)   N/A*         N/A*
Less: Special items (not including sales and refinancing)  .              0           0    N/A*         N/A*
Cash generated (deficiency) after cash distributions and
 special items   .............................................     (177,485)    (13,967)   N/A*         N/A*
Amount remaining invested in program properties   ............        99.87%      99.99%        100%         100%
</TABLE>


<TABLE>
<CAPTION>
Tax & Distribution Data Per $1,000
invested on a Tax Basis (7)            For the Tax period ended December 31,
                                                         1996
                                       ---------------------------------------
<S>                                    <C>        <C>        <C>       <C>
Federal Income Tax Results
 Federal Credit (5)  ...............        13         21         8         0
 State Credit  .....................         0          0         0         0
 Ordinary Income (loss)    .........       (23)       (25)       (9)       (2)
  from operations    ...............       (23)       (25)       (9)       (2)
  from recapture  ..................         0          0         0         0
 Capital gain (loss)    ............         0          0         0         0
</TABLE>


*N/A Information not available at time of printing.


                                      S-50
<PAGE>


                              NOTES TO TABLE III

Note 1: This figure represents the GAAP income (loss) allocable to the public
investment partnerships from their investment in operating partnerships. The
GAAP income (loss) is gross rental income less ordinary operating expenses,
interest expense, depreciation and certain non-recurring fees, such as loan
guarantee fees, lease-up fees and partnership management fees paid by the
operating partnerships.

Note 2: This figure represents the amortization by the investment partnerships
of its organization expense over a 60-month period commencing in the month
initial investor admission occurs. For some series it also represents
amortization by the investment partnership of acquisition expenses over a 380
month period commencing April 1, 1996.

Note 3: Operating expenses consist of investor service costs and legal and
accounting fees of the investment partnerships and expenses paid from equity
which includes partnership management fees, initial investor service fees and
capital commitment fees reported on an accrual basis.

Note 4: The taxable income (losses) for the investment partnerships represent
losses from Operating Partnerships which in turn consist substantially of
depreciation and mortgage interest.

Note 5: Federal credits include low-income housing tax credits and historic tax
credits.

Note 6: Cash generated from operations is the net income (loss), net of non-cash
expenses, adjusted for changes in accounts receivable and payable and
distributions received from the operating partnerships.

Note 7: Federal low-income housing tax credits and historic tax credits and
taxable income (loss), per $1,000 invested represents the limited partners'
allocable share of such items divided by the capital contributed by the limited
partners divided by $1,000. This information is presented on a Tax basis and not
a GAAP basis.


                                      S-51
<PAGE>


                                        

                                  TABLE III-A

Table III-A summarizes the actual Tax Credit results during the period January
1, 1987 through December 31, 1996, of the 7 public partnerships sponsored by
Affiliates of the General Partner.

<TABLE>
<CAPTION>
                                          
                                           Final                               Actual Tax Credits (%)3&4  
                                          Closing        ----------------------------------------------------------------------- 
       Program         Equity Raised       Date    1987   1988    1989    19901    1991    1992    1993    1994    1995    1996   
- --------------------- ----------------   -------- ------ ------- ------- -------- ------- ------- ------- ------- ------- ------- 
<S>                   <C>                <C>      <C>    <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>     <C>     
AAH I    ............     $  2,779,000    Dec. 1987   14.2    12.8    14.3    21.6     13.3    13.3    13.3    13.3    10.8     9.6
AAH II   ............       26,501,000    Sep. 1988            5.2    11.7    20.9     13.2    13.2    13.2    13.2    11.5    13.1
AAH III (CA)(2)......        4,425,000    Sep. 1988            5.6    20.5    30.2     23.8    15.9    12.8    11.6    11.3    11.1
BCTC 1   ............       12,999,000    Dec. 1988             .9    11.0    22.0     14.2    14.2    14.2    14.2    14.2    14.2
BCTC 2 (CA)(2)......        8,303,000     Apr. 1989                    4.2    24.8     29.5    27.0    17.1    11.1    10.5    10.2
BCTC 3   ............       28,822,000     May 1989                   12.0    18.5     12.9    12.9    12.9    12.9    12.9    12.9
BCTC 4   ............       29,788,160    Jun. 1989                    7.8    17.4     13.9    12.6    12.6    12.4    12.4    12.4
BCTC 5 (CA)(2) ......        4,899,000    Jul. 1989                    7.0    24.1     25.2    21.5    15.2    11.1    10.7    10.4
BCTC 6   ............       12,935,780    Sep. 1989                    2.9    15.3     14.9    13.5    13.1    13.0    13.0    13.0
BCTC II 7   .........       10,361,000    Dec. 1989                    6.2    11.9     17.1    11.9    12.1    12.2    12.2    12.2
BCTC II 9   .........       41,574,018     May 1990                            9.3     11.6    11.9    12.5    13.5    13.7    13.8
BCTC II 10  .........       24,288,998    Aug. 1990                            3.1     10.4    12.0    14.1    14.6    14.8    14.7
BCTC II 11  .........       24,735,003    Dec. 1990                            4.5      7.9    12.3    12.8    13.3    13.3    13.3
BCTC II 12  .........       29,710,003     May 1991                                     4.7    11.0    12.1    14.3    14.8    14.7
BCTC II 14  .........       55,728,996    Dec. 1991                                     3.8     9.1    12.5    14.0    14.4    14.5
BCTC III 15    ......       38,705,000    Jun. 1992                                             3.1     9.2    13.4    14.4    14.8
BCTC III 16    ......       54,293,000    Dec. 1992                                             1.4     4.4     8.6    13.9    14.2
BCTC III 17    ......       50,000,000     May 1993                                                     3.2     8.3    13.6    14.1
BCTC III 18    ......       36,162,000    Oct. 1993                                                      .1     7.3    12.8    13.4
BCTC III 19 .........       40,800,000    Dec. 1993                                                             1.8    10.2    12.6
BCTC IV 20  .........       38,667,000    Jun. 1994                                                             2.3     8.4    13.4
BCTC IV 21  .........       18,927,000    Sep. 1994                                                                     3.5     9.2
BCTC IV 22  .........       25,644,000    Dec. 1994                                                                     4.6    10.4
BCTC IV 23  .........       33,366,000    Jun. 1995                                                                     3.1     9.1
BCTC IV 24  .........       21,697,000    Sep. 1995                                                                     1.7     5.1
BCTC IV 25  .........       30,248,000    Dec. 1995                                                                             1.4
BCTC IV 26(5)........       39,959,000    Jun. 1996                                                                             2.6
BCTC IV 27(5) .......       24,607,000    Sep. 1996                                                                             0.9
                         -------------           
TOTAL ...............     $770,924,858  



<CAPTION>
                     
                                                             Overall Tax 
                                          Cumulative time       Credit   
        Program       Cumulative        invested thru 1996    Objective  
- --------------------------------      --------------------- -------------
<S>                   <C>              <C>                  <C>          
AAH I    ............    136.5                9 yrs.           130-150   
AAH II   ............    115.2            8 yrs. 3 mos.        130-150   
AAH III (CA)(2)......    142.8            8 yrs. 3 mos.          170     
BCTC 1   ............    119.1                8 yrs.           130-150   
BCTC 2 (CA)(2) ......    134.4            7 yrs. 8 mos.          170     
BCTC 3   ............    107.9            7 yrs. 7 mos.        130-150   
BCTC 4   ............    101.5            7 yrs. 6 mos.        130-150   
BCTC 5 (CA)(2) ......    125.2            7 yrs. 5 mos.        150-170   
BCTC 6   ............     98.7            7 yrs. 3 mos.        130-150   
BCTC II 7   .........     95.8                7 yrs.           130-140   
BCTC II 9   .........     86.3            6 yrs. 7 mos.        130-150   
BCTC II 10  .........     83.7            6 yrs. 4 mos.        130-150   
BCTC II 11  .........     77.4                6 yrs.           130-150   
BCTC II 12  .........     71.6            5 yrs. 7 mos.        140-160   
BCTC II 14  .........     68.3                5 yrs.           140-160   
BCTC III 15    ......     54.9            4 yrs. 6 mos.        140-160   
BCTC III 16    ......     42.5                4 yrs.           140-160   
BCTC III 17    ......     39.2            3 yrs. 7 mos.        140-160   
BCTC III 18    ......     33.6            3 yrs. 2 mos.        140-160   
BCTC III 19 .........     24.6                3 yrs.           140-160   
BCTC IV 20  .........     24.1             2 yr. 6 mos.        130-150   
BCTC IV 21  .........     12.7             2 yr. 3 mos.        130-150   
BCTC IV 22  .........     15.0                2 yrs.           130-150   
BCTC IV 23  .........     12.2             1 yr. 6 mos.        130-150   
BCTC IV 24  .........      6.8             1 yr. 3 mos.        130-150   
BCTC IV 25  .........      1.4                 1yr.            130-150   
BCTC IV 26(5)........      2.6                6 mos.           120-140   
BCTC IV 27(5)  ......      0.9                3 mos.           120-140   
</TABLE>



                                      S-52
<PAGE>


                                        

                             NOTES TO TABLE III-A

(1) The 1990 results reflect, where applicable, the election available to
    partnerships owning interests in properties qualifying for Federal Housing
    Tax Credits pursuant to the 1990 Omnibus Budget Reconciliation Act which
    enables individual investors who held an interest in those partnerships
    prior to October 31, 1990, to utilize only in 1990 up to 150% of the annual
    Federal Housing Tax Credit, otherwise allowable for 1990. Where this
    election was made, the annual Federal Housing Tax Credit for 1990, 1991 and
    1992 has been reduced by the 50% bonus ratably and will continue to be
    reduced over the remaining years of the credit period.

(2) These programs offered both California and Federal Housing Tax Credits.

(3) Each investor's first year yield may vary slightly based upon actual date of
    investor admission.

(4) The only material benefit from these programs may be Tax Credits which may
    mean that a material portion of each Tax Credit may represent a return of
    the money originally invested if there is not enough money from the sale or
    refinancing of the respective apartment complexes to return each investor's
    capital contribution.

(5) As with all programs less than one year old, these returns are for a partial
    year.

AAH is American Affordable Housing.

BCTC is Boston Capital Tax Credit Fund.

BCTC II is Boston Capital Tax Credit Fund II.

BCTC III is Boston Capital Tax Credit Fund III.

BCTC IV is Boston Capital Tax Credit Fund IV.


                                      S-53
<PAGE>


Management

     The disclosure under the section of the Prospectus entitled "Management" on
page 89 under the subheading "Herbert F. Collins" incorrectly states that Mr.
Collins currently serves as Chairman of the Massachusetts Housing Policy
Commission. Mr. Collins was Chairman in 1992 only.

                                * * * * * * * *

FOR NEBRASKA INVESTORS ONLY:

     The Fund may not complete a sale of BACs to an Investor until at least five
business days after the Investor receives a final Prospectus.

FOR NEW HAMPSHIRE INVESTORS ONLY:

     The Suitability requirements for New Hampshire residents on page 22 of the
Prospectus are hereby superseded by the following:

     Additional Suitability Requirements: (1) minimum annual gross taxable
income of at least $50,000 and a net worth (excluding home, home furnishings and
automobiles) of not less than $125,000 or (2) a net worth (exclusive of home,
home furnishings and automobiles) of not less than $250,000.

FOR MASSACHUSETTS INVESTORS ONLY:

     Sales of BACs are not deemed completed until five days after an Investor
has received the Prospectus, and an Investor may receive a refund of his/her
subscription within said five day period.


                                      S-54




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