UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended December 31, 2008

or

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

For the transition period from _______ to _______

Commission file number        0-17679

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP.(Exact name of registrant as specified in its charter)



|Delaware                          | 04-3006542         
|--------------------------------- | -------------------
|(State or other jurisdiction      | (I.R.S. Employer   
|of incorporation or organization) | Identification No.)

One Boston Place, Suite 2100, Boston, Massachusetts  02108(Address of principal executive offices)           (Zip Code)

(617) 624-8900

(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

|Yeso | No ý
|---- | ----



Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

|Yeso | No ý
|---- | ----

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

|Yes ý | Noo
|----- | ---

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See definition of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act  (check one):

|Large accelerated filero | Accelerated filero         
|------------------------ | ---------------------------
|Non-accelerated filero   | Smaller reporting company ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

|Yeso | No ý
|---- | ----

BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-QFOR THE QUARTER ENDEDDECEMBER 31, 2008

TABLE OF CONTENTS
FOR THE QUARTER ENDED DECEMBER 31, 2008

Part I. Financial information

Item 1. FINANCIAL STATEMENTS

Balance Sheets	4

Balance Sheets Series 1	5

Balance Sheets Series 2	6

Balance Sheets Series 3	7

Balance Sheets Series 4	8

Balance Sheets Series 5	9

Balance Sheets Series 6	10

Statements of Operations three months	11

Three Months Operations Series 1

Three Months Operations Series 2

Three Months Operations Series 3

Three Months Operations Series 4	15

Three Months Operations Series 5	16

Three Months Operations Series 6	17

Statements of Operations NINE months	18

Nine Months Operations Series 1	19

Nine Months Operations Series 2	20

Nine Months Operations Series 3	21

Nine Months Operations Series 4	22

Nine Months Operations Series 5	23

Nine Months Operations Series 6	24

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DeFICIT)	25

Partners' Capital (Deficit) Series 1	26

Partners' Capital (Deficit) Series 2	26

Partners' Capital (Deficit) Series 3	27

Partners' Capital (Deficit) Series 4	27

Partners' Capital (Deficit) Series 5	28

Partners' Capital (Deficit) Series 6	28

Statements of Cash Flows	29

Cash Flows Series 1

Cash Flows Series 2	31

Cash Flows Series 3	32

Cash Flows Series 4	33

Cash Flows Series 5	34

Cash Flows Series 6	35







BOSTON CAPITAL TAX CREDIT FUND LIMITED PARTNERSHIP

QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED DECEMBER 31, 2008

TABLE OF CONTENTS (CONTINUED)

Notes to Financial Statements	36

Note A Organization	36

Note B Accounting

Note C Related Party Transactions	37

Note D Investments	39

COMBINED STATEMENTS OF OPERATION	41

Combined Statements Series 1	42

Combined Statements Series 2	43

Combined Statements Series 3	44

Combined Statements Series 4	45

Combined Statements Series 5	46

Combined Statements Series 6	47

Note E Taxable Loss	48

Note F Plan of Liquidation	48

Note G Subsequent Event	48

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

Results of Operations	49

Liquidity49

Capital Resources	50

Results of Operations	51

Principal Accounting Policies	65

Recent Accounting Changes	66

Item 3. Quantitative and Qualitative	67

Item 4T. Controls and Procedures	67

Part II Other Information	68

Item 1. Legal Proceedings	68

Item 1A. Risk Factors	68

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	68

Item 3. Defaults Upon Senior Securities	68

Item 4. Submission of Matters to a Vote of Security Holders	68

Item 5. Other Information	68

Item 6. Exhibits	68

Signatures	69





















Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETS







|                                                                                                                                                         | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                   |                               |                         
|Cash and cash equivalents                                                                                                                                | $  3,382,473                  | $  2,019,542            
|Other assets                                                                                                                                             | 206                           | 206                     
|                                                                                                                                                         |                               |                         
|                                                                                                                                                         | $3,382,679                    | $2,019,748              
|                                                                                                                                                         |                               |                         
|LIABILITIES                                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Accounts payable                                                                                                                                         | $     40,174                  | $      2,286            
|Accounts payable affiliates (note C)                                                                                                                     | 6,158,865                     | 6,030,385               
|                                                                                                                                                         |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   9,800,600 issued and outstanding | (1,997,437)                   | (3,181,750)             
|General Partner                                                                                                                                          | (818,923)                     | (831,173)               
|                                                                                                                                                         | (2,816,360)                   | (4,012,923)             
|                                                                                                                                                         | $3,382,679                    | $2,019,748              

































The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETSSeries 1





|                                                                                                                                                         | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                   |                               |                         
|Cash and cash equivalents                                                                                                                                | $      54,861                 | $     73,958            
|Other assets                                                                                                                                             | -                             | -                       
|                                                                                                                                                         |                               |                         
|                                                                                                                                                         | $54,861                       | $73,958                 
|                                                                                                                                                         |                               |                         
|LIABILITIES                                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Accounts payable                                                                                                                                         | $           -                 | $        381            
|Accounts payable affiliates (note C)                                                                                                                     | 2,571,439                     | 2,548,573               
|                                                                                                                                                         |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,299,900 issued and outstanding | (2,378,579)                   | (2,337,413)             
|General Partner                                                                                                                                          | (137,999)                     | (137,583)               
|                                                                                                                                                         | (2,516,578)                   | (2,474,996)             
|                                                                                                                                                         | $54,861                       | $73,958                 

















The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETSSeries 2





|                                                                                                                                                       | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                 |                               |                         
|Cash and cash equivalents                                                                                                                              | $  1,120,614                  | $    68,416             
|Other assets                                                                                                                                           | -                             | -                       
|                                                                                                                                                       |                               |                         
|                                                                                                                                                       | $1,120,614                    | $68,416                 
|                                                                                                                                                       |                               |                         
|LIABILITIES                                                                                                                                            |                               |                         
|                                                                                                                                                       |                               |                         
|Accounts payable                                                                                                                                       | $          -                  | $       381             
|Accounts payable affiliates (note C)                                                                                                                   | 5,418                         | -                       
|                                                                                                                                                       |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                            |                               |                         
|                                                                                                                                                       |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   830,300 issued and outstanding | 1,170,256                     | 133,815                 
|General Partner                                                                                                                                        | (55,060)                      | (65,780)                
|                                                                                                                                                       | 1,115,196                     | 68,035                  
|                                                                                                                                                       | $1,120,614                    | $68,416                 























The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETSSeries 3





|                                                                                                                                                         | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                   |                               |                         
|Cash and cash equivalents                                                                                                                                | $    160,123                  | $    99,323             
|Other assets                                                                                                                                             | -                             | -                       
|                                                                                                                                                         |                               |                         
|                                                                                                                                                         | $160,123                      | $99,323                 
|                                                                                                                                                         |                               |                         
|LIABILITIES                                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Accounts payable                                                                                                                                         | $     12,569                  | $       381             
|Accounts payable affiliates (note C)                                                                                                                     | 2,777,761                     | 2,724,454               
|                                                                                                                                                         |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,882,200 issued and outstanding | (2,371,087)                   | (2,366,439)             
|General Partner                                                                                                                                          | (259,120)                     | (259,073)               
|                                                                                                                                                         | (2,630,207)                   | (2,625,512)             
|                                                                                                                                                         | $160,123                      | $99,323                 























The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETSSeries 4





|                                                                                                                                                         | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                   |                               |                         
|Cash and cash equivalents                                                                                                                                | $    155,144                  | $    118,328            
|Other assets                                                                                                                                             | 206                           | 206                     
|                                                                                                                                                         |                               |                         
|                                                                                                                                                         | $155,350                      | $118,534                
|                                                                                                                                                         |                               |                         
|LIABILITIES                                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Accounts payable                                                                                                                                         | $     15,000                  | $        381            
|Accounts payable affiliates (note C)                                                                                                                     | 797,046                       | 757,358                 
|                                                                                                                                                         |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   2,995,300 issued and outstanding | (401,966)                     | (384,650)               
|General Partner                                                                                                                                          | (254,730)                     | (254,555)               
|                                                                                                                                                         | (656,696)                     | (639,205)               
|                                                                                                                                                         | $155,350                      | $118,534                























The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETSSeries 5





|                                                                                                                                                       | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|------------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                 |                               |                         
|Cash and cash equivalents                                                                                                                              | $    512,910                  | $     462,710           
|Other assets                                                                                                                                           | -                             | -                       
|                                                                                                                                                       |                               |                         
|                                                                                                                                                       | $512,910                      | $462,710                
|                                                                                                                                                       |                               |                         
|LIABILITIES                                                                                                                                            |                               |                         
|                                                                                                                                                       |                               |                         
|Accounts payable                                                                                                                                       | $          -                  | $         381           
|Accounts payable affiliates (note C)                                                                                                                   | 3,837                         | -                       
|                                                                                                                                                       |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                            |                               |                         
|                                                                                                                                                       |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   489,900 issued and outstanding | 545,696                       | 499,456                 
|General Partner                                                                                                                                        | (36,623)                      | (37,127)                
|                                                                                                                                                       | 509,073                       | 462,329                 
|                                                                                                                                                       | $512,910                      | $462,710                























The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership

BALANCE SHEETSSeries 6





|                                                                                                                                                         | December 31,
2008
(Unaudited) | March 31,
2008
(Audited)
|-------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------- | ------------------------
|ASSETS                                                                                                                                                   |                               |                         
|Cash and cash equivalents                                                                                                                                | $  1,378,821                  | $  1,196,807            
|Other assets                                                                                                                                             | -                             | -                       
|                                                                                                                                                         |                               |                         
|                                                                                                                                                         | $1,378,821                    | $1,196,807              
|                                                                                                                                                         |                               |                         
|LIABILITIES                                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Accounts payable                                                                                                                                         | $     12,605                  | $        381            
|Accounts payable affiliates (note C)                                                                                                                     | 3,364                         | -                       
|                                                                                                                                                         |                               |                         
|PARTNERS' CAPITAL (DEFICIT)                                                                                                                              |                               |                         
|                                                                                                                                                         |                               |                         
|Assignees 
  
   Units of limited partnership 
   interest, $10 stated value per
   BAC; 10,000,000 authorized BACs;
   1,303,000 issued and outstanding | 1,438,243                     | 1,273,481               
|General Partner                                                                                                                                          | (75,391)                      | (77,055)                
|                                                                                                                                                         | 1,362,852                     | 1,196,426               
|                                                                                                                                                         | $1,378,821                    | $1,196,807              























The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF OPERATIONS

Three Months Ended December 31,
(Unaudited)





|                                                       | 2008        |  | 2007        | 
|------------------------------------------------------ | ----------- |  | ----------- | 
|                                                       |             |  |             | 
|Income                                                 |             |  |             | 
|Interest income                                        | $     4,424 |  | $    21,676 | 
|Miscellaneous income                                   | 3,223       |  | 150         | 
|                                                       | 7,647       |  | 21,826      | 
|                                                       |             |  |             | 
|Share of income from Operating 
  Partnerships(Note D) | 154,099     |  | 164,562     | 
|                                                       |             |  |             | 
|Expenses                                               |             |  |             | 
|Professional fees                                      | 9,893       |  | 14,292      | 
|Partnership management fees (Note C)                   | (5,636)     |  | 42,196      | 
|General and administrative fees                        | 26,206      |  | 45,201      | 
|                                                       | 30,463      |  | 101,689     | 
|                                                       |             |  |             | 
|NET INCOME (LOSS)                                      | $131,283    |  | $84,699     | 
|                                                       |             |  |             | 
|Net income (loss) allocated to assignees               | $129,970    |  | $83,851     | 
|                                                       |             |  |             | 
|Net income (loss) allocated to general partner         | $1,313      |  | $848        | 
|                                                       |             |  |             | 
|Net income (loss) per BAC                              | $.01        |  | $.01        | 
|                                                       |             |  |             | 





The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF OPERATIONS
Three Months Ended December 31,
(Unaudited)

Series1



|                                                       | 2008         |  | 2007         | 
|------------------------------------------------------ | ------------ |  | ------------ | 
|                                                       |              |  |              | 
|Income                                                 |              |  |              | 
|Interest income                                        | $        162 |  | $        529 | 
|Miscellaneous income                                   | -            |  | 150          | 
|                                                       | 162          |  | 679          | 
|                                                       |              |  |              | 
|Share of income from Operating 
  Partnerships(Note D) | -            |  | 133,270      | 
|                                                       |              |  |              | 
|Expenses                                               |              |  |              | 
|Professional fees                                      | 1,523        |  | 2,289        | 
|Partnership management fees (Note C)                   | 5,016        |  | (7,622)      | 
|General and administrative fees                        | 3,820        |  | 6,979        | 
|                                                       | 10,359       |  | (1,646)      | 
|                                                       |              |  |              | 
|NET INCOME (LOSS)                                      | $(10,197)    |  | $132,303     | 
|                                                       |              |  |              | 
|Net income (loss) allocated to assignees               | $(10,095)    |  | $130,980     | 
|                                                       |              |  |              | 
|Net income (loss) allocated to general partner         | $(102)       |  | $1,323       | 
|                                                       |              |  |              | 
|Net income (loss) per BAC                              | $(.01)       |  | $.10         | 
|                                                       |              |  |              | 







The accompanying notes are an integral part of this statement







Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONSThree Months Ended December 31,

(Unaudited)

Series2



|                                                       | 2008         | 2007         | 
|------------------------------------------------------ | ------------ | ------------ | 
|                                                       |              |              | 
|Income                                                 |              |              | 
|Interest income                                        | $      2,133 | $      1,395 | 
|Miscellaneous income                                   | -            | -            | 
|                                                       | 2,133        | 1,395        | 
|                                                       |              |              | 
|Share of income from Operating 
  Partnerships(Note D) | -            | -            | 
|                                                       |              |              | 
|Expenses                                               |              |              | 
|Professional fees                                      | 1,482        | 2,183        | 
|Partnership management fees (Note C)                   | 5,303        | 12,642       | 
|General and administrative fees                        | 2,978        | 5,698        | 
|                                                       | 9,763        | 20,523       | 
|                                                       |              |              | 
|NET INCOME (LOSS)                                      | $(7,630)     | $(19,128)    | 
|                                                       |              |              | 
|Net income (loss) allocated to assignees               | $(7,554)     | $(18,937)    | 
|                                                       |              |              | 
|Net income (loss) allocated to general partner         | $(76)        | $(191)       | 
|                                                       |              |              | 
|Net income (loss) per BAC                              | $(.01)       | $(.02)       | 
|                                                       |              |              | 





The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF OPERATIONS
 Three Months Ended December 31,
(Unaudited)Series3



|                                                       | 2008         |  | 2007         | 
|------------------------------------------------------ | ------------ |  | ------------ | 
|                                                       |              |  |              | 
|Income                                                 |              |  |              | 
|Interest income                                        | $        280 |  | $      1,305 | 
|Miscellaneous income                                   | -            |  | -            | 
|                                                       | 280          |  | 1,305        | 
|                                                       |              |  |              | 
|Share of income from Operating 
  Partnerships(Note D) | 44,558       |  | 31,292       | 
|                                                       |              |  |              | 
|Expenses                                               |              |  |              | 
|Professional fees                                      | 2,091        |  | 2,688        | 
|Partnership management fees (Note C)                   | 16,655       |  | 7,090        | 
|General and administrative expenses                    | 7,200        |  | 11,234       | 
|                                                       | 25,946       |  | 21,012       | 
|                                                       |              |  |              | 
|NET INCOME (LOSS)                                      | $18,892      |  | $11,585      | 
|                                                       |              |  |              | 
|Net income (loss) allocated to assignees               | $18,703      |  | $11,469      | 
|                                                       |              |  |              | 
|Net income (loss) allocated to general partner         | $189         |  | $116         | 
|                                                       |              |  |              | 
|Net income (loss) per BAC                              | $.01         |  | $.00         | 
|                                                       |              |  |              | 









The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF OPERATIONS
Three Months Ended December 31,

(Unaudited)Series4



|                                                       | 2008        |  | 2007        | 
|------------------------------------------------------ | ----------- |  | ----------- | 
|                                                       |             |  |             | 
|Income                                                 |             |  |             | 
|Interest income                                        | $       276 |  | $     1,416 | 
|Miscellaneous income                                   | -           |  | -           | 
|                                                       | 276         |  | 1,416       | 
|                                                       |             |  |             | 
|Share of income from Operating 
  Partnerships(Note D) | 40,978      |  | -           | 
|                                                       |             |  |             | 
|Expenses                                               |             |  |             | 
|Professional fees                                      | 1,935       |  | 2,564       | 
|Partnership management fees (Note C)                   | 11,631      |  | 13,548      | 
|General and administrative fees                        | 6,309       |  | 9,932       | 
|                                                       | 19,875      |  | 26,044      | 
|                                                       |             |  |             | 
|NET INCOME (LOSS)                                      | $21,379     |  | $(24,628)   | 
|                                                       |             |  |             | 
|Net income (loss) allocated to assignees               | $21,165     |  | $(24,382)   | 
|                                                       |             |  |             | 
|Net income (loss) allocated to general partner         | $214        |  | $(246)      | 
|                                                       |             |  |             | 
|Net income (loss) per BAC                              | $.01        |  | $(.01)      | 
|                                                       |             |  |             | 









The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF OPERATIONS
 Three Months Ended December 31,
(Unaudited)Series5



|                                                       | 2008         | 2007        
|------------------------------------------------------ | ------------ | ------------
|                                                       |              |             
|Income                                                 |              |             
|Interest income                                        | $      1,251 | $      4,794
|Miscellaneous income                                   | -            | -           
|                                                       | 1,251        | 4,794       
|                                                       |              |             
|Share of income from Operating 
  Partnerships(Note D) | -            | -           
|                                                       |              |             
|Expenses                                               |              |             
|Professional fees                                      | 1,387        | 2,315       
|Partnership management fees (Note C)                   | 3,773        | 5,654       
|General and administrative fees                        | 2,376        | 4,749       
|                                                       | 7,536        | 12,718      
|                                                       |              |             
|NET INCOME (LOSS)                                      | $(6,285)     | $(7,924)    
|                                                       |              |             
|Net income (loss) allocated to assignees               | $(6,222)     | $(7,845)    
|                                                       |              |             
|Net income (loss) allocated to general partner         | $(63)        | $(79)       
|                                                       |              |             
|Net income (loss) per BAC                              | $(.01)       | $(.02)      
|                                                       |              |             



The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF OPERATIONSThree Months Ended December 31,

(Unaudited)Series 6



|                                                       | 2008         |  | 2007         | 
|------------------------------------------------------ | ------------ |  | ------------ | 
|                                                       |              |  |              | 
|Income                                                 |              |  |              | 
|Interest income                                        | $        322 |  | $     12,237 | 
|Miscellaneous income                                   | 3,223        |  | -            | 
|                                                       | 3,545        |  | 12,237       | 
|                                                       |              |  |              | 
|Share of income from Operating 
  Partnerships(Note D) | 68,563       |  | -            | 
|                                                       |              |  |              | 
|Expenses                                               |              |  |              | 
|Professional fees                                      | 1,475        |  | 2,253        | 
|Partnership management fees (Note C)                   | (48,014)     |  | 10,884       | 
|General and administrative expenses                    | 3,523        |  | 6,609        | 
|                                                       | (43,016)     |  | 19,746       | 
|                                                       |              |  |              | 
|NET INCOME (LOSS)                                      | $115,124     |  | $(7,509)     | 
|                                                       |              |  |              | 
|Net income (loss) allocated to assignees               | $113,973     |  | $(7,434)     | 
|                                                       |              |  |              | 
|Net income (loss) allocated to general partner         | $1,151       |  | $(75)        | 
|                                                       |              |  |              | 
|Net income (loss) per BAC                              | $.09         |  | $(.01)       | 
|                                                       |              |  |              | 

















The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS

Nine Months Ended December 31,
(Unaudited)







|                                                       | 2008        |  | 2007        | 
|------------------------------------------------------ | ----------- |  | ----------- | 
|                                                       |             |  |             | 
|Income                                                 |             |  |             | 
|Interest income                                        | $    30,545 |  | $    58,626 | 
|Miscellaneous income                                   | 49,978      |  | 1,027       | 
|                                                       | 80,523      |  | 59,653      | 
|                                                       |             |  |             | 
|Share of income from Operating 
  Partnerships(Note D) | 1,370,907   |  | 1,090,062   | 
|                                                       |             |  |             | 
|Expenses                                               |             |  |             | 
|Professional fees                                      | 94,870      |  | 105,856     | 
|Partnership management fees (Note C)                   | 59,188      |  | 159,598     | 
|General and administrative fees                        | 72,291      |  | 117,066     | 
|                                                       | 226,349     |  | 382,520     | 
|                                                       |             |  |             | 
|NET INCOME (LOSS)                                      | $1,225,081  |  | $767,195    | 
|                                                       |             |  |             | 
|Net income (loss) allocated to assignees               | $1,212,831  |  | $759,522    | 
|                                                       |             |  |             | 
|Net income (loss) allocated to general partner         | $12,250     |  | $7,673      | 
|                                                       |             |  |             | 
|Net income (loss) per BAC                              | $.12        |  | $.08        | 
|                                                       |             |  |             | 





The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)



Series 1



|                                                       | 2008         |  | 2007         | 
|------------------------------------------------------ | ------------ |  | ------------ | 
|                                                       |              |  |              | 
|Income                                                 |              |  |              | 
|Interest income                                        | $        870 |  | $      1,079 | 
|Miscellaneous income                                   | -            |  | 150          | 
|                                                       | 870          |  | 1,229        | 
|                                                       |              |  |              | 
|Share of income from Operating 
  Partnerships(Note D) | -            |  | 145,770      | 
|                                                       |              |  |              | 
|Expenses                                               |              |  |              | 
|Professional fees                                      | 15,806       |  | 17,742       | 
|Partnership management fees (Note C)                   | 15,891       |  | 6,641        | 
|General and administrative fees                        | 10,755       |  | 17,666       | 
|                                                       | 42,452       |  | 42,049       | 
|                                                       |              |  |              | 
|NET INCOME(LOSS)                                       | $(41,582)    |  | $104,950     | 
|                                                       |              |  |              | 
|Net income (loss) allocated to assignees               | $(41,166)    |  | $103,900     | 
|                                                       |              |  |              | 
|Net income (loss) allocated to general partner         | $(416)       |  | $1,050       | 
|                                                       |              |  |              | 
|Net income (loss) per BAC                              | $(.03)       |  | $.08         | 
|                                                       |              |  |              | 







The accompanying notes are an integral part of this statement







Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)



Series 2



|                                                       | 2008         | 2007         | 
|------------------------------------------------------ | ------------ | ------------ | 
|                                                       |              |              | 
|Income                                                 |              |              | 
|Interest income                                        | $      6,153 | $      5,849 | 
|Miscellaneous income                                   | -            | -            | 
|                                                       | 6,153        | 5,849        | 
|                                                       |              |              | 
|Share of income from Operating 
  Partnerships(Note D) | 1,066,415    | -            | 
|                                                       |              |              | 
|Expenses                                               |              |              | 
|Professional fees                                      | 13,244       | 15,189       | 
|Partnership management fees (Note C)                   | (21,425)     | 35,958       | 
|General and administrative fees                        | 8,752        | 14,626       | 
|                                                       | 571          | 65,773       | 
|                                                       |              |              | 
|NET INCOME(LOSS)                                       | $1,071,997   | $(59,924)    | 
|                                                       |              |              | 
|Net income (loss) allocated to assignees               | $1,061,277   | $(59,325)    | 
|                                                       |              |              | 
|Net income (loss) allocated to general partner         | $10,720      | $(599)       | 
|                                                       |              |              | 
|Net income (loss) per BAC                              | $1.28        | $(.07)       | 
|                                                       |              |              | 





The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)Series 3



|                                                       | 2008         |  | 2007         | 
|------------------------------------------------------ | ------------ |  | ------------ | 
|                                                       |              |  |              | 
|Income                                                 |              |  |              | 
|Interest income                                        | $      1,301 |  | $      4,045 | 
|Miscellaneous income                                   | 37,036       |  | 1,301        | 
|                                                       | 38,337       |  | 5,346        | 
|                                                       |              |  |              | 
|Share of income from Operating 
  Partnerships(Note D) | 44,558       |  | 31,292       | 
|                                                       |              |  |              | 
|Expenses                                               |              |  |              | 
|Professional fees                                      | 19,280       |  | 20,917       | 
|Partnership management fees (Note C)                   | 49,421       |  | 41,839       | 
|General and administrative expenses                    | 18,889       |  | 29,595       | 
|                                                       | 87,590       |  | 92,351       | 
|                                                       |              |  |              | 
|NET INCOME(LOSS)                                       | $(4,695)     |  | $(55,713)    | 
|                                                       |              |  |              | 
|Net income (loss) allocated to assignees               | $(4,648)     |  | $(55,156)    | 
|                                                       |              |  |              | 
|Net income (loss) allocated to general partner         | $(47)        |  | $(557)       | 
|                                                       |              |  |              | 
|Net income (loss) per BAC                              | $(.00)       |  | $(.02)       | 
|                                                       |              |  |              | 









The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)

Series 4



|                                                       | 2008        |  | 2007        | 
|------------------------------------------------------ | ----------- |  | ----------- | 
|                                                       |             |  |             | 
|Income                                                 |             |  |             | 
|Interest income                                        | $     1,425 |  | $     5,974 | 
|Miscellaneous income                                   | 12,942      |  | 176         | 
|                                                       | 14,367      |  | 6,150       | 
|                                                       |             |  |             | 
|Share of income from Operating 
  Partnerships(Note D) | 40,978      |  | -           | 
|                                                       |             |  |             | 
|Expenses                                               |             |  |             | 
|Professional fees                                      | 18,627      |  | 20,349      | 
|Partnership management fees (Note C)                   | 37,174      |  | 38,825      | 
|General and administrative fees                        | 17,035      |  | 26,980      | 
|                                                       | 72,836      |  | 86,154      | 
|                                                       |             |  |             | 
|NET INCOME(LOSS)                                       | $(17,491)   |  | $(80,004)   | 
|                                                       |             |  |             | 
|Net income (loss) allocated to assignees               | $(17,316)   |  | $(79,204)   | 
|                                                       |             |  |             | 
|Net income (loss) allocated to general partner         | $(175)      |  | $(800)      | 
|                                                       |             |  |             | 
|Net income (loss) per BAC                              | $(.01)      |  | $(.03)      | 
|                                                       |             |  |             | 









The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS
 Nine Months Ended December 31,
(Unaudited)Series 5



|                                                       | 2008         | 2007        
|------------------------------------------------------ | ------------ | ------------
|                                                       |              |             
|Income                                                 |              |             
|Interest income                                        | $      5,825 | $     10,909
|Miscellaneous income                                   | -            | -           
|                                                       | 5,825        | 10,909      
|                                                       |              |             
|Share of income from Operating 
  Partnerships(Note D) | 67,673       | 913,000     
|                                                       |              |             
|Expenses                                               |              |             
|Professional fees                                      | 11,738       | 13,776      
|Partnership management fees (Note C)                   | 4,372        | 3,533       
|General and administrative fees                        | 6,962        | 11,769      
|                                                       | 23,072       | 29,078      
|                                                       |              |             
|NET INCOME(LOSS)                                       | $50,426      | $894,831    
|                                                       |              |             
|Net income (loss) allocated to assignees               | $49,922      | $885,883    
|                                                       |              |             
|Net income (loss) allocated to general partner         | $504         | $8,948      
|                                                       |              |             
|Net income (loss) per BAC                              | $.10         | $1.81       
|                                                       |              |             



The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF OPERATIONS
Nine Months Ended December 31,
(Unaudited)

Series 6



|                                                       | 2008         |  | 2007         | 
|------------------------------------------------------ | ------------ |  | ------------ | 
|                                                       |              |  |              | 
|Income                                                 |              |  |              | 
|Interest income                                        | $     14,971 |  | $     30,770 | 
|Miscellaneous income                                   | -            |  | (600)        | 
|                                                       | 14,971       |  | 30,170       | 
|                                                       |              |  |              | 
|Share of income from Operating 
  Partnerships(Note D) | 151,283      |  | -            | 
|                                                       |              |  |              | 
|Expenses                                               |              |  |              | 
|Professional fees                                      | 16,175       |  | 17,883       | 
|Partnership management fees (Note C)                   | (26,245)     |  | 32,802       | 
|General and administrative expenses                    | 9,898        |  | 16,430       | 
|                                                       | (172)        |  | 67,115       | 
|                                                       |              |  |              | 
|NET INCOME(LOSS)                                       | $166,426     |  | $(36,945)    | 
|                                                       |              |  |              | 
|Net income (loss) allocated to assignees               | $164,762     |  | $(36,576)    | 
|                                                       |              |  |              | 
|Net income (loss) allocated to general partner         | $1,664       |  | $(369)       | 
|                                                       |              |  |              | 
|Net income (loss) per BAC                              | $.13         |  | $(.03)       | 
|                                                       |              |  |              | 

















The accompanying notes are an integral part of this statement







Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2008

(Unaudited)



|                                                   | Assignees    | GeneralPartner | Total       
|-------------------------------------------------- | ------------ | -------------- | ------------
|                                                   |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $(3,181,750) | $  (831,173)   | $(4,012,923)
|                                                   |              |                |             
|Distributions                                      | (28,518)     | -              | (28,518)    
|                                                   |              |                |             
|Net income (loss)                                  | 1,212,831    | 12,250         | 1,225,081   
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $(1,997,437) | $(818,923)     | $(2,816,360)
|                                                   |              |                |             

The accompanying notes are an integral part of this statement







Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2008

(Unaudited)





|                                                   | Assignees    | GeneralPartner | Total       
|-------------------------------------------------- | ------------ | -------------- | ------------
|Series1                                            |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $(2,337,413) | $  (137,583)   | $(2,474,996)
|                                                   |              |                |             
|Distributions                                      | -            | -              | -           
|                                                   |              |                |             
|Net income (loss)                                  | (41,166)     | (416)          | (41,582)    
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $(2,378,579) | $(137,999)     | $(2,516,578)
|                                                   |              |                |             
|                                                   |              |                |             
|Series2                                            |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $    133,815 | $   (65,780)   | $     68,035
|                                                   |              |                |             
|Distributions                                      | (24,836)     | -              | (24,836)    
|                                                   |              |                |             
|Net income (loss)                                  | 1,061,277    | 10,720         | 1,071,997   
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $1,170,256   | $(55,060)      | $1,115,196  
|                                                   |              |                |             



The accompanying notes are an integral part of these statements.









Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Nine Months Ended December 31, 2008

(Unaudited)





|                                                   | Assignees    | GeneralPartner | Total       
|-------------------------------------------------- | ------------ | -------------- | ------------
|Series3                                            |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $(2,366,439) | $  (259,073)   | $(2,625,512)
|                                                   |              |                |             
|Distributions                                      | -            | -              | -           
|                                                   |              |                |             
|Net income (loss)                                  | (4,648)      | (47)           | (4,695)     
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $(2,371,087) | $(259,120)     | $(2,630,207)
|                                                   |              |                |             
|                                                   |              |                |             
|Series4                                            |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $  (384,650) | $  (254,555)   | $  (639,205)
|                                                   |              |                |             
|Distributions                                      | -            | -              | -           
|                                                   |              |                |             
|Net income (loss)                                  | (17,316)     | (175)          | (17,491)    
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $(401,966)   | $(254,730)     | $(656,696)  
|                                                   |              |                |             







The accompanying notes are an integral part of this statement









Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)

Nine Months Ended December 31, 2008

(Unaudited)



|                                                   | Assignees    | GeneralPartner | Total       
|-------------------------------------------------- | ------------ | -------------- | ------------
|Series5                                            |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $    499,456 | $   (37,127)   | $    462,329
|                                                   |              |                |             
|Distributions                                      | (3,682)      | -              | (3,682)     
|                                                   |              |                |             
|Net income (loss)                                  | 49,922       | 504            | 50,426      
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $545,696     | $(36,623)      | $509,073    
|                                                   |              |                |             
|Series 6                                           |              |                |             
|Partners' capital 
 (deficit)
  April 1, 2008      | $  1,273,481 | $   (77,055)   | $  1,196,426
|                                                   |              |                |             
|Distributions                                      | -            | -              | -           
|                                                   |              |                |             
|Net income (loss)                                  | 164,762      | 1,664          | 166,426     
|                                                   |              |                |             
|Partners' capital 
 (deficit),
  December 31, 2008 | $1,438,243   | $(75,391)      | $1,362,852  



The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited PartnershipSTATEMENTS OF CASH FLOWS
Nine Months Ended December 31,

(Unaudited)



|                                                                                                  | 2008         | 2007        
|------------------------------------------------------------------------------------------------- | ------------ | ------------
|Cash flows from operating activities:                                                             |              |             
|                                                                                                  |              |             
|Net Income (Loss)                                                                                 | $  1,225,081 | $    767,195
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |              |             
|Share of (Income) Loss from
Operating Partnerships                                                | (1,370,907)  | (1,090,062) 
|Changes in assets and liabilities                                                                 |              |             
|Increase (Decrease) in accounts
        payable and accrued expenses                              | 37,888       | 25,150      
|Decrease (Increase) in other assets                                                               | -            | 406,289     
|Increase (Decrease) in accounts
        payable affiliates                                        | 128,480      | (725,178)   
|                                                                                                  |              |             
|Net cash (used in) provided by 
        operating activities                                      | 20,542       | (616,606)   
|                                                                                                  |              |             
|Cash flows from investing activity:                                                               |              |             
|                                                                                                  |              |             
|Proceeds from sale of operating
limited partnerships:                                             | 1,370,907    | 1,058,770   
|                                                                                                  |              |             
|Net cash (used in) provided by
        investing activity                                         | 1,370,907    | 1,058,770   
|                                                                                                  |              |             
|Cash flows from financing activity:                                                               |              |             
|                                                                                                  |              |             
|Distributions                                                                                     | (28,518)     | -           
|                                                                                                  |              |             
|Net cash (used in) provided by
        financing activity                                         | (28,518)     | -           
|                                                                                                  |              |             
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | 1,362,931    | 442,164     
|                                                                                                  |              |             
|Cash and cash equivalents, beginning                                                              | 2,019,542    | 1,764,394   
|                                                                                                  |              |             
|Cash and cash equivalents, ending                                                                 | $3,382,473   | $2,206,558  







The accompanying notes are an integral part of this statement





Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

(Unaudited)

Series1



|                                                                                                  | 2008        | 2007        
|------------------------------------------------------------------------------------------------- | ----------- | ------------
|Cash flows from operating activities:                                                             |             |             
|                                                                                                  |             |             
|Net Income (Loss)                                                                                 | $  (41,582) | $    104,950
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |             |             
|Share of (Income) Loss from
Operating Partnerships                                                | -           | (145,770)   
|Changes in assets and liabilities                                                                 |             |             
|Increase (Decrease) in accounts
        payable and accrued expenses                              | (381)       | 27,650      
|Decrease (Increase) in other assets                                                               | -           | -           
|Increase (Decrease) in accounts
        payable affiliates                                        | 22,866      | 40,667      
|                                                                                                  |             |             
|Net cash (used in) provided by 
        operating activities                                      | (19,097)    | 27,497      
|                                                                                                  |             |             
|Cash flows from investing activity:                                                               |             |             
|                                                                                                  |             |             
|Proceeds from sale of operating
limited partnerships:                                             | -           | 145,770     
|                                                                                                  |             |             
|Net cash (used in) provided by
        investing activity                                         | -           | 145,770     
|                                                                                                  |             |             
|Cash flows from financing activity:                                                               |             |             
|                                                                                                  |             |             
|Distributions                                                                                     | -           | -           
|                                                                                                  |             |             
|Net cash (used in) provided by
        financing activity                                         | -           | -           
|                                                                                                  |             |             
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | (19,097)    | 173,267     
|                                                                                                  |             |             
|Cash and cash equivalents, beginning                                                              | 73,958      | 31,254      
|                                                                                                  |             |             
|Cash and cash equivalents, ending                                                                 | $54,861     | $204,521    





The accompanying notes are an integral part of this statement



Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CASH FLOWS



Nine Months Ended December 31,

(Unaudited)Series 2



|                                                                                                  | 2008         | 2007        
|------------------------------------------------------------------------------------------------- | ------------ | ------------
|Cash flows from operating activities:                                                             |              |             
|                                                                                                  |              |             
|Net Income (Loss)                                                                                 | $  1,071,997 | $   (59,924)
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |              |             
|Share of (Income) Loss from
Operating Partnerships                                                | (1,066,415)  | -           
|Changes in assets and liabilities                                                                 |              |             
|Increase (Decrease) in accounts
        payable and accrued expenses                              | (381)        | -           
|Decrease (Increase) in other assets                                                               | -            | -           
|Increase (Decrease) in accounts
        payable affiliates                                        | 5,418        | (193,420)   
|                                                                                                  |              |             
|Net cash (used in) provided by 
        operating activities                                      | 10,619       | (253,344)   
|                                                                                                  |              |             
|Cash flows from investing activity:                                                               |              |             
|                                                                                                  |              |             
|Proceeds from sale of operating
limited partnerships:                                             | 1,066,415    | -           
|                                                                                                  |              |             
|Net cash (used in) provided by
        investing activity                                         | 1,066,415    | -           
|                                                                                                  |              |             
|Cash flows from financing activity:                                                               |              |             
|                                                                                                  |              |             
|Distributions                                                                                     | (24,836)     | -           
|                                                                                                  |              |             
|Net cash (used in) provided by
        financing activity                                         | (24,836)     | -           
|                                                                                                  |              |             
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | 1,052,198    | (253,344)   
|                                                                                                  |              |             
|Cash and cash equivalents, beginning                                                              | 68,416       | 337,414     
|                                                                                                  |              |             
|Cash and cash equivalents, ending                                                                 | $1,120,614   | $84,070     



The accompanying notes are an integral part of this statement



Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,

(Unaudited)

Series 3



|                                                                                                  | 2008         | 2007        
|------------------------------------------------------------------------------------------------- | ------------ | ------------
|Cash flows from operating activities:                                                             |              |             
|                                                                                                  |              |             
|Net Income (Loss)                                                                                 | $    (4,695) | $   (55,713)
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |              |             
|Share of (Income) Loss from
Operating Partnerships                                                | (44,558)     | (31,292)    
|Changes in assets and liabilities                                                                 |              |             
|Increase (Decrease) in accounts
        payable and accrued expenses                              | 12,188       | (2,500)     
|Decrease (Increase) in other assets                                                               | -            | (9,791)     
|Increase (Decrease) in accounts
        payable affiliates                                        | 53,307       | 56,999      
|                                                                                                  |              |             
|Net cash (used in) provided by 
        operating activities                                      | 16,242       | (42,297)    
|                                                                                                  |              |             
|Cash flows from investing activity:                                                               |              |             
|                                                                                                  |              |             
|Proceeds from sale of operating
limited partnerships:                                             | 44,558       | -           
|                                                                                                  |              |             
|Net cash (used in) provided by
        investing activity                                         | 44,558       | -           
|                                                                                                  |              |             
|Cash flows from financing activity:                                                               |              |             
|                                                                                                  |              |             
|Distributions                                                                                     | -            | -           
|                                                                                                  |              |             
|Net cash (used in) provided by
        financing activity                                         | -            | -           
|                                                                                                  |              |             
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | 60,800       | (42,297)    
|                                                                                                  |              |             
|Cash and cash equivalents, beginning                                                              | 99,323       | 169,122     
|                                                                                                  |              |             
|Cash and cash equivalents, ending                                                                 | $160,123     | $126,825    





The accompanying notes are an integral part of this statement



Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,

(Unaudited)

Series 4



|                                                                                                  | 2008        | 2007       
|------------------------------------------------------------------------------------------------- | ----------- | -----------
|Cash flows from operating activities:                                                             |             |            
|                                                                                                  |             |            
|Net Income (Loss)                                                                                 | $  (17,491) | $  (80,004)
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |             |            
|Share of (Income) Loss from
Operating Partnerships                                                | (40,978)    | -          
|Changes in assets and liabilities                                                                 |             |            
|Increase (Decrease) in accounts
        payable and accrued expenses                              | 14,619      | -          
|Decrease (Increase) in other assets                                                               | -           | -          
|Increase (Decrease) in accounts
        payable affiliates                                        | 39,688      | (154,720)  
|                                                                                                  |             |            
|Net cash (used in) provided by 
        operating activities                                      | (4,162)     | (234,724)  
|                                                                                                  |             |            
|Cash flows from investing activity:                                                               |             |            
|                                                                                                  |             |            
|Proceeds from sale of operating
limited partnerships:                                             | 40,978      | -          
|                                                                                                  |             |            
|Net cash (used in) provided by
        investing activity                                         | 40,978      | -          
|                                                                                                  |             |            
|Cash flows from financing activity:                                                               |             |            
|                                                                                                  |             |            
|Distributions                                                                                     | -           | -          
|                                                                                                  |             |            
|Net cash (used in) provided by
        financing activity                                         | -           | -          
|                                                                                                  |             |            
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | 36,816      | (234,724)  
|                                                                                                  |             |            
|Cash and cash equivalents, beginning                                                              | 118,328     | 354,790    
|                                                                                                  |             |            
|Cash and cash equivalents, ending                                                                 | $155,144    | $120,066   





The accompanying notes are an integral part of this statement



Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,

(Unaudited)Series 5



|                                                                                                  | 2008         | 2007       
|------------------------------------------------------------------------------------------------- | ------------ | -----------
|Cash flows from operating activities:                                                             |              |            
|                                                                                                  |              |            
|Net Income (Loss)                                                                                 | $     50,426 | $   894,831
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |              |            
|Share of (Income) Loss from
Operating Partnerships                                                | (67,673)     | (913,000)  
|Changes in assets and liabilities                                                                 |              |            
|Increase (Decrease) in accounts
        payable and accrued expenses                              | (381)        | -          
|Decrease (Increase) in other assets                                                               | -            | -          
|Increase (Decrease) in accounts
        payable affiliates                                        | 3,837        | (439,048)  
|                                                                                                  |              |            
|Net cash (used in) provided by 
        operating activities                                      | (13,791)     | (457,217)  
|                                                                                                  |              |            
|Cash flows from investing activity:                                                               |              |            
|                                                                                                  |              |            
|Proceeds from sale of operating
limited partnerships:                                             | 67,673       | 913,000    
|                                                                                                  |              |            
|Net cash (used in) provided by
        investing activity                                         | 67,673       | 913,000    
|                                                                                                  |              |            
|Cash flows from financing activity:                                                               |              |            
|                                                                                                  |              |            
|Distributions                                                                                     | (3,682)      | -          
|                                                                                                  |              |            
|Net cash (used in) provided by
        financing activity                                         | (3,682)      | -          
|                                                                                                  |              |            
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | 50,200       | 455,783    
|                                                                                                  |              |            
|Cash and cash equivalents, beginning                                                              | 462,710      | 12,636     
|                                                                                                  |              |            
|Cash and cash equivalents, ending                                                                 | $512,910     | $468,419   



The accompanying notes are an integral part of this statement



Boston Capital Tax Credit Fund Limited Partnership
STATEMENTS OF CASH FLOWS
Nine Months Ended December 31,

(Unaudited)

Series 6



|                                                                                                  | 2008        | 2007       
|------------------------------------------------------------------------------------------------- | ----------- | -----------
|Cash flows from operating activities:                                                             |             |            
|                                                                                                  |             |            
|Net Income (Loss)                                                                                 | $   166,426 | $  (36,945)
|Adjustments to reconcile net income
(loss) to net cash (used in) provided
by operating activities |             |            
|Share of (Income) Loss from
Operating Partnerships                                                | (151,283)   | -          
|Changes in assets and liabilities                                                                 |             |            
|Increase (Decrease) in accounts
        payable and accrued expenses                              | 12,224      | -          
|Decrease (Increase) in other assets                                                               | -           | 416,080    
|Increase (Decrease) in accounts
        payable affiliates                                        | 3,364       | (35,656)   
|                                                                                                  |             |            
|Net cash (used in) provided by 
        operating activities                                      | 30,731      | 343,479    
|                                                                                                  |             |            
|Cash flows from investing activity:                                                               |             |            
|                                                                                                  |             |            
|Proceeds from sale of operating
limited partnerships:                                             | 151,283     | -          
|                                                                                                  |             |            
|Net cash (used in) provided by
        investing activity                                         | 151,283     | -          
|                                                                                                  |             |            
|Cash flows from financing activity:                                                               |             |            
|                                                                                                  |             |            
|Distributions                                                                                     | -           | -          
|                                                                                                  |             |            
|Net cash (used in) provided by
        financing activity                                         | -           | -          
|                                                                                                  |             |            
|INCREASE (DECREASE) IN CASH AND CASH 
     EQUIVALENTS                                            | 182,014     | 343,479    
|                                                                                                  |             |            
|Cash and cash equivalents, beginning                                                              | 1,196,807   | 859,178    
|                                                                                                  |             |            
|Cash and cash equivalents, ending                                                                 | $1,378,821  | $1,202,657 



The accompanying notes are an integral part of this statement



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008

(Unaudited)



NOTE A - ORGANIZATION

Boston Capital Tax Credit Fund Limited Partnership (the "Partnership") was formed under the laws of the State of Delaware as of September 1, 1988, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating partnerships which have acquired, developed, rehabilitated, operate and own newly constructed, existing or rehabilitated low-income apartment complexes ("Operating Partnerships").  On August 22, 1988, American Affordable Housing VI Limited Partnership changed its name to Boston Capital Tax Credit Fund Limited Partnership.  Effective as of June 1, 2001 there was a restructuring, and as a result, the Partnership's general partner was reorganized as follows.  The general partner of the Partnership continues to be Boston Capital Associates Limited Partnership, a Massachusetts limited partnership.  The general partner of the general partner of the Partnership, is BCA Associates Limited Partnership, a Massachusetts limited partnership whose sole general partner is C&M Management, Inc., a Massachusetts corporation and whose limited partners are Herbert F. Collins and John P. Manning.  Mr. Manning is the principal of Boston Capital Partners, Inc.  The limited partner of the general partner is Capital Investment Holdings, a general partnership whose partners are officers and employees of Boston Capital Partners, Inc. and its affiliates.  The assignor limited partner is BCTC Assignor Corp., a Delaware corporation which is now wholly-owned by John P. Manning.

Pursuant to the Securities Act of 1933, the Partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective August 29, 1988, which covered the offering (the "Public Offering") of the Partnership's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the assignor limited partner.  The Partnership registered 10,000,000 BACs at $10 per BAC for sale to the public in six series.  Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989.  The Partnership sold 1,299,900 of Series 1 BACs, 830,300 of Series 2 BACs, 2,882,200 of Series 3 BACs, 2,995,300 of Series 4 BACs, 489,900 of Series 5 BACs and 1,303,000 of Series 6 BACs.  The Partnership is no longer offering and does not intend to offer any additional BACs.









Boston Capital Tax Credit Fund Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31,2008
(Unaudited)

NOTE B - ACCOUNTING AND FINANCIAL REPORTING POLICIES
The condensed financial statements included herein as of December 31, 2008 and for the nine months then ended have been prepared by the Partnership, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  The Partnership accounts for its investments in Operating Partnerships using the equity method, whereby the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  Costs incurred by the Partnership in acquiring the investments in Operating Partnerships are capitalized to the investment account.  The Partnership's accounting and financial reporting policies are in conformity with generally accepted accounting principles and include adjustments in interim periods considered necessary for a fair presentation of the results of operations.  Such adjustments are of a normal recurring nature.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations.  It is suggested that these condensed financial statements be read in conjunction with the financial statements and the notes thereto included in the Partnership's Annual Report on Form 10-K.

NOTE C - RELATED PARTY TRANSACTIONS

The Partnership has entered into several transactions with various affiliates of the general partner of the Partnership, including Boston Capital Holdings LP, Boston Capital Partners, Inc. and Boston Capital Asset Management Limited Partnership.

Accounts payable - affiliates at December 31, 2008 and 2007 represents accrued general and administrative expenses, accrued partnership management fees, and advances from an affiliate of the general partner of the Partnership, which are payable to Boston Capital Holdings LP and Boston Capital Asset Management Limited Partnership.



Boston Capital Tax Credit Fund Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2008
(Unaudited)



NOTE C - RELATED PARTY TRANSACTIONS (continued)

An annual partnership management fee based on .375 percent of the aggregate cost of all apartment complexes owned by the Operating Partnerships has been accrued to Boston Capital Asset Management Limited Partnership.  Since reporting fees collected by the series were added to reserves and not paid to Boston Capital Asset Management Limited Partnership, the amounts accrued are not net of reporting fees received.  The partnership management fee accrued for the quarters ended December 31, 2008 and 2007 are as follows:



|         | 2008    | 2007    
|-------- | ------- | --------
|         |         |         
|Series 1 | $ 5,016 | $  8,958
|Series 2 | 5,418   | 12,930  
|Series 3 | 17,491  | 18,999  
|Series 4 | 12,592  | 13,548  
|Series 5 | 3,837   | 5,815   
|Series 6 | 3,364   | 10,884  
|         |         |         
|         | $47,718 | $71,134 
|         |         |         

The partnership management fees paid for the quarters ended December 31, 2008 and 2007 are as follows:

|         | 2008     | 2007    
|-------- | -------- | --------
|Series 1 | $      - | $      -
|Series 2 | -        | 38,739  
|Series 3 | -        | -       
|Series 4 | -        | 50,000  
|Series 5 | -        | 5,814   
|Series 6 | -        | 10,884  
|         | $-       | $105,437

The partnership management fees paid for the nine months ended December 31, 2008 and 2007 are as follows:

|         | 2008     | 2007    
|-------- | -------- | --------
|Series 1 | $      - | $      -
|Series 2 | 20,966   | 88,739  
|Series 3 | -        | -       
|Series 4 | -        | 150,000 
|Series 5 | 10,088   | 455,210 
|Series 6 | 21,769   | 68,308  
|         | $52,823  | $762,257





Boston Capital Tax Credit Fund Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31,2008
(Unaudited)



NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS

At December 31, 2008 and 2007, the Partnership had limited partnership interests in 23 and 43 Operating Partnerships, respectively, which own operating apartment complexes as follows:



|Series | 2008 | 2007
|------ | ---- | ----
|1      | 4    | 5   
|2      | 1    | 5   
|3      | 13   | 15  
|4      | 4    | 8   
|5      | 1    | 3   
|6      | -    | 7   
|       | 23   | 43  

Under the terms of the Partnership's investment in each Operating Partnership, the Partnership was required to make capital contributions to the Operating Partnerships.  These contributions were payable in installments over several years upon each Operating Partnership achieving specified levels of construction and/or operations.  At December 31, 2008 and 2007, all capital contributions had been paid.

During the nine months ended December 31, 2008 the Partnership disposed of twenty of the Operating Partnerships.  A summary of the dispositions by Series for December 31, 2008 is as follows:



|         | Operating Partnership Interest Transferred |  | Sale of Underlying Operating Partnership |  | Partnership Proceeds from Disposition |           | Gain/(Loss) on Disposition
|-------- | ------------------------------------------ |  | ---------------------------------------- |  | ------------------------------------- | --------- | --------------------------
|Series 1 | 1                                          |  | -                                        |  | $                                     | -         |                           
|Series 2 | -                                          |  | 4                                        |  |                                       | 1,066,415 |                           
|Series 3 | -                                          |  | 2                                        |  |                                       | 44,558    |                           
|Series 4 | 1                                          |  | 3                                        |  |                                       | 40,978    |                           
|Series 5 | -                                          |  | 2                                        |  |                                       | 67,673    |                           
|Series 6 | 1                                          |  | 6                                        |  |                                       | 151,283   |                           
|Total    | 3                                          |  | 17                                       |  | $                                     | 1,370,907 |                           







Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS  (CONTINUED)
December 31,2008
(Unaudited)



NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (CONTINUED)

During the nine months ended December 31, 2007 the Partnership disposed of five of the Operating Partnerships.  A summary of the dispositions by Series for December 31, 2007 is as follows:



|         | Operating Partnership Interest Transferred |  | Sale of Underlying Operating Partnership |  | Partnership Proceeds from Disposition * |           | Gain/(Loss) on Disposition
|-------- | ------------------------------------------ |  | ---------------------------------------- |  | --------------------------------------- | --------- | --------------------------
|Series 1 | -                                          |  | 3                                        |  | $                                       | 145,770   |                           
|Series 2 | -                                          |  | -                                        |  |                                         | -         |                           
|Series 3 | -                                          |  | 1                                        |  |                                         | -         |                           
|Series 4 | -                                          |  | -                                        |  |                                         | -         |                           
|Series 5 | -                                          |  | 1                                        |  |                                         | 913,000   |                           
|Series 6 | -                                          |  | -                                        |  |                                         | -         |                           
|Total    | -                                          |  | 5                                        |  | $                                       | 1,058,770 |                           

* Partnership proceeds from disposition does not include the following amount recorded as receivable at December 31, 2007, $31,292 for Series 3.

The gain (loss) described above is for financial statement purposes only.  There are significant differences between the equity method of accounting and the tax reporting of income and losses from Operating Partnership investments. The largest difference is the ability, for tax purposes, to deduct losses in excess of the Partnership's investment in the Operating Partnership.  As a result, the amount of gain recognized for tax purposes may be significantly higher than the gain recorded in the financial statements.

The Partnership's fiscal year ends March 31st of each year, while all the Operating Partnerships' fiscal years are the calendar year. Pursuant to the provisions of each Operating Partnership Agreement, financial results for each of the Operating Partnerships are provided to the Partnership within 45 days after the close of each Operating Partnership's quarterly period.  Accordingly, the current financial results available for the Operating Partnerships are for the nine months ended September 30, 2008.

The combined unaudited summarized statements of operations of the Operating Partnerships for the nine months ended September 30, 2008 and 2007 are as follows:



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



|                                                                             | 2008        | 2007        
|---------------------------------------------------------------------------- | ----------- | ------------
|                                                                             |             |             
|Revenues                                                                     |             |             
|Rental                                                                       | $ 5,346,775 | $  7,257,006
|Interest and other                                                           | 221,068     | 322,285     
|                                                                             |             |             
|                                                                             | 5,567,843   | 7,579,291   
|                                                                             |             |             
|Expenses                                                                     |             |             
|Interest                                                                     | 881,478     | 1,165,079   
|Depreciation and amortization                                                | 1,414,322   | 2,211,552   
|Operating expenses                                                           | 4,138,112   | 5,363,724   
|                                                                             | 6,433,912   | 8,740,355   
|                                                                             |             |             
|NET LOSS                                                                     | $(866,069)  | $(1,161,064)
|                                                                             |             |             
|Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $(857,409)  | $(1,149,454)
|                                                                             |             |             
|                                                                             |             |             
|Net loss allocated to other 
   Partners                                     | $(8,660)    | $(11,610)   
|                                                                             |             |             
|                                                                             |             |             





* Amounts include $857,409 and $1,149,454 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.





Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



Series1



|                                                                             | 2008        | 2007      
|---------------------------------------------------------------------------- | ----------- | ----------
|                                                                             |             |           
|Revenues                                                                     |             |           
|Rental                                                                       | $   573,029 | $  979,660
|Interest and other                                                           | 26,777      | 62,659    
|                                                                             |             |           
|                                                                             | 599,806     | 1,042,319 
|                                                                             |             |           
|Expenses                                                                     |             |           
|Interest                                                                     | 71,597      | 164,539   
|Depreciation and amortization                                                | 156,556     | 277,927   
|Operating expenses                                                           | 477,589     | 706,947   
|                                                                             | 705,742     | 1,149,413 
|                                                                             |             |           
|NET LOSS                                                                     | $(105,936)  | $(107,094)
|                                                                             |             |           
|Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $(104,877)  | $(106,023)
|                                                                             |             |           
|                                                                             |             |           
|Net loss allocated to other 
   Partners                                     | $(1,059)    | $(1,071)  
|                                                                             |             |           
|                                                                             |             |           





* Amounts include $104,877 and $106,023 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.







Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



Series2





|                                                                             | 2008        | 2007       
|---------------------------------------------------------------------------- | ----------- | -----------
|                                                                             |             |            
|Revenues                                                                     |             |            
|Rental                                                                       | $   723,507 | $ 1,185,442
|Interest and other                                                           | 32,863      | 61,963     
|                                                                             |             |            
|                                                                             | 756,370     | 1,247,405  
|                                                                             |             |            
|Expenses                                                                     |             |            
|Interest                                                                     | 199,460     | 144,341    
|Depreciation and amortization                                                | 155,499     | 271,812    
|Operating expenses                                                           | 680,850     | 1,084,931  
|                                                                             | 1,035,809   | 1,501,084  
|                                                                             |             |            
|NET LOSS                                                                     | $(279,439)  | $(253,679) 
|                                                                             |             |            
|Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $(276,645)  | $(251,142) 
|                                                                             |             |            
|                                                                             |             |            
|Net loss allocated to other 
   Partners                                     | $(2,794)    | $(2,537)   
|                                                                             |             |            
|                                                                             |             |            



* Amounts include $276,645 and $251,142 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.







Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



Series3

|                                                                             | 2008        | 2007       
|---------------------------------------------------------------------------- | ----------- | -----------
|                                                                             |             |            
|Revenues                                                                     |             |            
|Rental                                                                       | $ 2,465,263 | $ 2,393,344
|Interest and other                                                           | 113,183     | 64,414     
|                                                                             |             |            
|                                                                             | 2,578,446   | 2,457,758  
|                                                                             |             |            
|Expenses                                                                     |             |            
|Interest                                                                     | 255,556     | 285,207    
|Depreciation and amortization                                                | 603,968     | 644,785    
|Operating expenses                                                           | 1,882,913   | 1,862,975  
|                                                                             | 2,742,437   | 2,792,967  
|                                                                             |             |            
|NET LOSS                                                                     | $(163,991)  | $(335,209) 
|                                                                             |             |            
|Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $(162,351)  | $(331,857) 
|                                                                             |             |            
|Net loss allocated to other 
   partners                                     | $(1,640)    | $(3,352)   
|                                                                             |             |            
|                                                                             |             |            





* Amounts include $162,351 and $331,857 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.



Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



Series4



|                                                                                    | 2008         | 2007        
|----------------------------------------------------------------------------------- | ------------ | ------------
|                                                                                    |              |             
|Revenues                                                                            |              |             
|Rental                                                                              | $  1,208,510 | $  1,351,296
|Interest and other                                                                  | 30,863       | 55,453      
|                                                                                    |              |             
|                                                                                    | 1,239,373    | 1,406,749   
|                                                                                    |              |             
|Expenses                                                                            |              |             
|Interest                                                                            | 289,757      | 358,424     
|Depreciation and amortization                                                       | 368,486      | 413,576     
|Operating expenses                                                                  | 785,400      | 851,657     
|                                                                                    | 1,443,643    | 1,623,657   
|                                                                                    |              |             
|NET LOSS                                                                            | $(204,270)   | $(216,908)  
|                                                                                    |              |             
|Net income loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $(202,227)   | $(214,739)  
|                                                                                    |              |             
|                                                                                    |              |             
|Net loss allocated to other 
   Partners                                            | $(2,043)     | $(2,169)    
|                                                                                    |              |             
|                                                                                    |              |             



* Amounts include $202,227 and $214,739 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.







Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



Series5

|                                                                             | 2008        | 2007        
|---------------------------------------------------------------------------- | ----------- | ------------
|                                                                             |             |             
|Revenues                                                                     |             |             
|Rental                                                                       | $   376,466 | $    453,486
|Interest and other                                                           | 17,382      | 27,260      
|                                                                             |             |             
|                                                                             | 393,848     | 480,746     
|                                                                             |             |             
|Expenses                                                                     |             |             
|Interest                                                                     | 65,108      | 42,081      
|Depreciation and amortization                                                | 129,813     | 266,818     
|Operating expenses                                                           | 311,360     | 273,386     
|                                                                             | 506,281     | 582,285     
|                                                                             |             |             
|NET LOSS                                                                     | $(112,433)  | $(101,539)  
|                                                                             |             |             
|Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $(111,309)  | $(100,524)  
|                                                                             |             |             
|                                                                             |             |             
|Net loss allocated to other 
   Partners                                     | $(1,124)    | $(1,015)    
|                                                                             |             |             
|                                                                             |             |             





* Amounts include $111,309 and $100,524 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.







Boston Capital Tax Credit Fund Limited Partnership

NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(Unaudited)

NOTE D - INVESTMENTS IN OPERATING PARTNERSHIPS (continued)

COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
Nine Months ended September 30,
(Unaudited)



Series 6

|                                                                             | 2008       | 2007       
|---------------------------------------------------------------------------- | ---------- | -----------
|                                                                             |            |            
|Revenues                                                                     |            |            
|Rental                                                                       | $        - | $   893,778
|Interest and other                                                           | -          | 50,536     
|                                                                             |            |            
|                                                                             | -          | 944,314    
|                                                                             |            |            
|Expenses                                                                     |            |            
|Interest                                                                     | -          | 170,487    
|Depreciation and amortization                                                | -          | 336,634    
|Operating expenses                                                           | -          | 583,828    
|                                                                             | -          | 1,090,949  
|                                                                             |            |            
|NET LOSS                                                                     | $-         | $(146,635) 
|                                                                             |            |            
|Net loss allocated to 
Boston Capital Tax Credit Fund 
Limited Partnership * | $-         | $(145,169) 
|                                                                             |            |            
|                                                                             |            |            
|Net loss allocated to other 
   Partners                                     | $-         | $(1,466)   
|                                                                             |            |            
|                                                                             |            |            



* Amounts include $0 and $145,169 for 2008 and 2007, respectively, of loss not recognized under the equity method of accounting.

The Partnership accounts for its investments using the equity method of accounting.  Under the equity method of accounting, the Partnership adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued.  However, the Partnership recognizes individual operating losses only to the extent of capital contributions.  Excess losses are suspended for use in future years to offset excess income.





Boston Capital Tax Credit Fund Limited Partnership



NOTES TO FINANCIAL STATEMENTS - CONTINUED

December 31,2008
(Unaudited)

NOTE E - TAXABLE LOSS

The Partnership's taxable loss for the calendar year ended December 31, 2008 is expected to differ from its loss for financial reporting purposes.  This is primarily due to accounting differences in depreciation incurred by the Operating Partnerships and also differences between the equity method of accounting and the IRS accounting methods.  No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually.

NOTE F - PLAN OF LIQUIDATION

On April 27, 2007, BAC holders approved a Plan of Liquidation and Dissolution for the Partnership (the "Plan").  Pursuant to the Plan, the general partner may, without further action by the BAC holders, sell the remaining assets held by the Partnership.  It is anticipated that sale of all the apartment complexes will be completed sometime in 2011.   However, because of numerous uncertainties, the liquidation may take longer or shorter than expected, and the final liquidating distribution may occur months after all of the apartment complexes have been sold. Because the liquidation of the Partnership was not imminent, as of December 31, 2008, the financial statements are presented assuming the Partnership will continue as a going concern.

NOTE G - SUBSEQUENT EVENT

As of the report date, the Partnership has entered into an agreement to either sell or transfer interests in two Operating Partnerships.  The estimated sales prices and other terms for the disposition of the Operating Partnerships have been determined.  The estimated proceeds to be received for these two Operating Partnerships is $48,100. The estimated gain on sales of the Operating Partnerships is $17,000 and the sales are expected to be recognized in the first or second quarter of 2009.









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

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements including our intentions, hopes, beliefs, expectations, strategies and predictions of our future activities, or other future events or conditions. These statements are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are intended to be covered by the safe harbors created by these acts. Investors are cautioned that all forward-looking statements involve risks and uncertainty, including, for example, the factors identified in Part I, Item 1A. "Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended March 31, 2008. Although we believe that the assumptions underlying these forward-looking statements are reasonable, any of the assumptions could be inaccurate, and there can be no assurance that the forward-looking statements included in this Report will prove to be accurate. In light of the significant uncertainties inherent in these forward-looking statements, the inclusion of this information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.

Liquidity

The Partnership's primary source of funds was the proceeds of its Public Offering.  Other sources of liquidity include (i) interest earned on working capital reserves, and (ii) cash distributions from the Operating Partnerships in which the Partnership has invested.  These sources of liquidity are available to meet the obligations of the Partnership.

The Partnership is currently accruing the annual partnership management fee.  Partnership management fees accrued during the quarter ended December 31, 2008 were $47,718 and total partnership management fees accrued as of December 31, 2008 were $5,329,525. During the quarter and the nine months ended December 31, 2008 $0 and $52,823, respectively, of accrued partnership management fees were paid. Pursuant to the Partnership Agreement, these liabilities will be deferred until the Partnership receives proceeds from sales of the Operating Partnerships, which will be used to satisfy these liabilities. The Partnership's working capital and sources of liquidity coupled with affiliated party liability accruals allow sufficient levels of liquidity to meet the third party obligations of the Partnership. The Partnership is currently unaware of any trends, which would create insufficient liquidity to meet future third party obligations of the Partnership.

As of December 31, 2008, an affiliate of the general partner of the Partnership advanced a total of $829,340 to the Partnership to pay various operating expenses of the Partnership, and to make advances and/or loans to Operating Partnerships. These advances are included in Accounts payable-affiliates. During the nine months ended December 31, 2008 $6,975 was advanced. Below is a summary, by series, of the total advances made to date.



|         | Nine Months Ended | Total   
|-------- | ----------------- | --------
|Series 1 | $  6,975          | $151,137
|Series 3 | -                 | 473,703 
|Series 4 | -                 | 204,500 
|         | $6,975            | $829,340
|         |                   |         

All payables to affiliates will be paid, without interest, from available cash flow or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the nine months ended December 31, 2008 there were no payments made to an affiliate of the general partner.



Capital Resources

The Partnership offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on August 29, 1988.  The Partnership received and accepted subscriptions for $97,746,940 representing 9,800,600 BACs from investors admitted as BAC Holders in Series 1 through Series 6 of the Partnership.  Offers and sales of BACs in Series 1 through Series 6 of the Partnership were completed and the last of the BACs in Series 6 were issued by the Partnership on September 29, 1989.  At December 31, 2008 and 2007 the Partnership had limited partnership equity interests in 23 and 43 Operating Partnerships, respectively.

As of December 31, 2008 the Partnership had $3,382,473 remaining in cash and cash equivalents.  Below is a table, which provides, by series, the equity raised, number of BACs sold, final date BACs were offered, number of properties acquired, and cash and cash equivalents.

|Series | Equity      | BACs      | Final Close Date | Number of
Properties | Proceeds
Remaining
|------ | ----------- | --------- | ---------------- | -------------------- | ------------------
|1      | $12,999,000 | 1,299,900 | 12/18/88         | 4                    | $   54,861        
|2      | 8,303,000   | 830,300   | 03/30/89         | 1                    | 1,120,614         
|3      | 28,822,000  | 2,882,200 | 03/14/89         | 13                   | 160,123           
|4      | 29,788,160  | 2,995,300 | 07/07/89         | 4                    | 155,144           
|5      | 4,899,000   | 489,900   | 08/22/89         | 1                    | 512,910           
|6      | 12,935,780  | 1,303,000 | 09/29/89         | -                    | 1,378,821         
|       |             |           |                  |                      |                   
|       | $97,746,940 | 9,800,600 |                  | 23                   | $3,382,473        





Results of Operations



At December 31, 2008 and 2007 the Partnership held limited partnership interests in 23 and 43 Operating Partnerships, respectively.  In each instance the apartment complex owned by the applicable Operating Partnership is eligible for the federal housing tax credit. Initial occupancy of a unit in each apartment complex which initially complied with the minimum set-aside test (i.e., initial occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the rent restriction test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to as "Qualified Occupancy."  Each of the Operating Partnerships and each of the respective apartment complexes are described more fully in the Prospectus or applicable report on Form 8-K.  The general partner of the Partnership believes that there is adequate casualty insurance on the properties.

The Partnership incurs an annual partnership management fee to the general partner of the Partnership and/or its affiliates in an amount equal to 0.375% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of various partnership management and reporting fees paid by the Operating Partnerships. The partnership management fees incurred and the reporting fees paid by the Operating Partnerships for the three and nine months ended December 31, 2008 are as follows:

|         | 3 Months
Management Fee Net of Reporting Fee | 3 Months
Reporting Fee | 9 Months
Management Fee Net of Reporting Fee | 9 Months
Reporting Fee
|-------- | -------------------------------------------- | ---------------------- | -------------------------------------------- | ----------------------
|Series 1 | 5,016                                        | -                      | 15,891                                       | -                     
|Series 2 | 5,303                                        | 115                    | (21,425)                                     | 47,809                
|Series 3 | 16,655                                       | 836                    | 49,421                                       | 3,886                 
|Series 4 | 11,631                                       | 961                    | 37,174                                       | 2,514                 
|Series 5 | 3,773                                        | 64                     | 4,372                                        | 9,553                 
|Series 6 | (48,014)                                     | 51,378                 | (26,245)                                     | 51,378                
|         | $ (5,636)                                    | $ 53,354               | $  59,188                                    | $ 115,140             

The Partnership's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested.  The Partnership's investments in Operating Partnerships have been made principally with a view towards realization of federal housing tax credits for allocation to its partners and BAC holders.

Series 1

As of December 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had a total of four properties at December 31, 2008, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2008 and 2007, Series 1 reflects net loss from Operating Partnerships of $(105,936) and $(107,094), respectively, which includes depreciation and amortization of $156,556 and $277,927, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In July 2007, the investment general partner transferred their investment limited partnership's interest in Apple Hill Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,439,775 and cash proceeds to the investment limited partnership of $20,000.  Of the total proceeds, $7,500 was paid to BCAMLP for expenses related to the transfer, which includes legal costs.  The remaining proceeds of $12,500 was returned to cash reserves held by Series 1. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid partnership management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the property was recorded of $12,500 as of July 31, 2007.

In March 2006, the investment general partner of Briarwood Apartments of Vero Beach Limited approved an agreement to sell the property and the transaction closed on November 6, 2007.  The sales price of the property was $1,478,112, which includes the outstanding mortgage balance of approximately $1,438,231 and cash proceeds to the investment limited partner of $35,000.  Of the total proceeds received, $12,580 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale. Of the remaining proceeds, $7,500 was paid to BCAMLP for expenses related to the sale, which includes legal costs.  The remaining proceeds from the sale of $14,920 will be returned to cash reserves held by Series 1.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the property was recorded of $14,920 as of November 30, 2007.

In December 2007, the investment general partner of Country Village entered into an agreement to transfer its interest to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,059,543 and cash proceeds to the investment limited partner of $150,000.  Of the total proceeds received, $12,650 represents transfer taxes paid to the State of New York, and $4,000 represents reporting fees due to an affiliate of the investment partnership. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $118,350 will be returned to cash reserves held by Series 1.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $118,350 as of December 31, 2007.

In December 2007, the investment general partner of Elk Rapids II consented to the conveyance of the property in lieu of mortgage acceleration and foreclosure. The conveyance of the property in lieu of mortgage acceleration occurred on April 3, 2008 and the ownership was transferred to Rural Development. Throughout 2006 and 2007 the investment general partner worked closely with the operating general partner in an effort to find a potential buyer of the property. However, due to unstable economic conditions in the Elk Rapids, Michigan area, they were unsuccessful in finding a buyer to purchase the property. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero.  Accordingly, no gain on the sale of the Operating Partnership of the proceeds from the sale has been recorded.

Series 2

As of December 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had one property at December 31, 2008, which was at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2008 and 2007, Series 2 reflects net loss from Operating Partnerships of $(279,439) and $(253,679), respectively, which includes depreciation and amortization of $155,499 and $271,812, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively.  Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale.  Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $163,202 and $44,996 will be returned to cash reserves held by Series 2 and Series 5, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $165,679 and $45,679 has been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008.

In September 2007, the investment general partner of Heber II Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $1,413,621, which includes the outstanding mortgage balance of approximately $1,053,621, cash proceeds to the operating general partner of $163,999, and cash proceeds to the investment limited partnership of $152,520.  Of the total proceeds received, $550 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds,  $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $136,970 will be returned to cash reserves held by Series 2.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $11,480. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $137,520 has been recorded for Series 2 as of September 30, 2008.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $148,450 as of September 30, 2008.

Annadale Housing Partners (King's View Apartments) is a 222-apartment property in Fresno, CA.  The property's occupancy has been an issue at Annadale for several years but saw a steady decline in 2007 averaging 79% for the year. King's View Apartments is located in one of the most violent gang and high crime areas in the city of Fresno, and crime has increased substantially in the past two years.  Management spends $11,500 per month on average for private security.  The operating general partner estimates that in reality the site requires $30,000-$60,000 per month in private security to effectively secure the property.  Management has been working closely with the police department, which has diverted resources from other areas of the city to the King's View neighborhood.  The increase in police presence has had a positive impact and has led to a decrease in gang related activity in the neighborhood.  A new site manager has made strides in evicting problematic tenants.  Management continues to work with police, the City of Fresno, and the Housing Development Departments for additional support.  As a result of the efforts of management, occupancy has increased to 92% through the fourth quarter of 2008.  With the resulting increase in rental revenues, the property is operating above breakeven for 2008.

In February 2008, the investment general partner of Mecca Apartments approved an agreement to sell the property and the transaction closed in April 2008.  The sales price of the property was $3,040,000 which includes the outstanding mortgage balance of approximately $2,515,935 and cash proceeds to the investment limited partner of $448,000.  Of the total proceeds received, $41,892 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $391,108 will be returned to cash reserves held by Series 2.  In addition, Series 2 received $284,685 in additional proceeds from the Mecca Apartments cash reserve account.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of theinvestment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $675,793 as of June 30, 2008.

In June 2008, the investment general partner of McKinleyville Associates entered into an agreement to transfer its interest to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,709,572 and cash proceeds to the investment limited partner of $81,504.  Of the total proceeds received, $890 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $65,614 will be returned to cash reserves held by Series 2.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  In addition, the investment general partner on behalf of the investment limited partnership entered into a contingent interest agreement with the Operating Partnership for receipt of a residual payment.  Under the terms of the contingent interest agreement, if the property owned by the Operating Partnership is refinanced or sold, on or before June 30, 2013, there would be a residual payment of 50% of the capital transaction proceeds distributable to the investment limited partnership in accordance with the contingent interest agreement.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment in the Operating Partnership to zero.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $65,614 as of June 30, 2008.

Series 3

As of December 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had a total of thirteen properties at December 31, 2008, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2008 and 2007, Series 3 reflects net loss from Operating Partnerships of $(163,991) and $(335,209), respectively, which includes depreciation and amortization of $603,968 and $644,785, respectively. This is an interim period estimate and it is not indicative of the final year end results.



In December 2007, the investment general partner entered into an agreement to transfer its interest in Southport, Limited Phase II to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,191,042 and cash proceeds to the investment limited partner of $52,583.  Of the total proceeds received, $9,791 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds $11,500 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs and $4,000 to a third party entity for an appraisal fee. The remaining proceeds of $31,292 were returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $31,292 as of December 31, 2007. The transfer of the Operating Partnership has been recognized as of December 31, 2007, and the proceeds were received in the first quarter of 2008.

Vassar LDHA LP (Manor Ridge Apartments) is a 32-unit senior property located in Vassar, MI. The property operated below breakeven in 2008 due to low occupancy. The site manager has contacted each resident on a one-on-one basis, and Manor Ridge has joined the Chamber of Commerce to boost resident involvement and awareness. However, improving physical occupancy is still a struggle for the property because of the area's deteriorating economic conditions. Most residents are not able to pay full rental rates, and require rental assistance.  As a result, physical occupancy averaged 77% for 2007 and 69% for the first three-quarters of 2008. In the fourth quarter 2008 physical occupancy dropped to 59%. Below breakeven operations resulted in an under-funded tax and insurance escrow account and delinquent 2007 real estate taxes. In an effort to address the delinquencies management submitted a two-year workout plan which was approved by Rural Development in May 2008. The primary goal of the workout plan was to pay down delinquent real estate taxes. The secondary goal was to properly fund the tax and insurance escrow account. According to the workout plan, the replacement reserve funding requirement was waived in 2008 which will allow those scheduled deposits to be allocated to the funding of the tax and insurance escrow. In the fourth quarter 2008, due to significant drops in occupancy, management was unable to honor the approved workout plan.  As a result, Rural Development sent out a servicing notice dated December 23, 2008 which outlined major concerns such as under-funded reserves, unpaid real estate taxes, and under-funded tax & insurance escrow. The letter also gave the Operating Partnership a 15-day deadline to discuss the outlined concerns. The operating general partner strongly believes that due to such rapid deterioration of the occupancy and operation this property will require significant amounts of funds to be improved. Therefore, in the first quarter 2009, the operating general partner is planning to request the investment partnership's consent to convey the property to Rural Development, to avoid mortgage acceleration and foreclosure. The operating general partner's operating deficit guarantee is unlimited in time and amount. The Operating Partnership's mortgage payments are current. On December 31, 2003, the 15-year low income housing tax credit compliance period expired.

In February 2008, the investment general partner of Mound Plaza, Limited approved an agreement to sell the property and the transaction is anticipated to close in June 2009. The anticipated sales price for the property is $650,546, which includes the outstanding mortgage balance of approximately $602,546 and cash proceeds to the investment limited partnership of $48,000.  Of the total proceeds anticipated to be received, $16,000 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the sale.  Of the remaining proceeds, it is anticipated that $15,000 will be paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $17,000 is anticipated to be returned to cash reserves held by Series 3. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership. After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Trinidad Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $899,727 and cash proceeds to the investment limited partner of $26,692.  Of the total proceeds received, $36 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $21,656 will be returned to cash reserves held by Series 3.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Belfast Birches Associates to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,042,356 and cash proceeds to the investment limited partner of $31,271.  Of the total proceeds received, $800 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $7,569 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs and transfer tax.  The remaining proceeds of $22,902 will be returned to cash reserves held by Series 3.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution.

In January 2009, the investment general partner of Series 3 and Boston Capital Tax Credit Fund II LP - Series 14, respectively, entered into an agreement to transfer its interests in Lakewood Terrace Limited Partnership to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $3,057,039 and cash proceeds to the investment limited partnerships of $100.  Of the total proceeds received, $44 from Series 3 and $56 from Series 14, respectively, will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  There are no remaining proceeds to be returned to cash reserves held by Series 3 and Series 14, respectively.

Series 4

As of December 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had a total of four properties at December 31, 2008, all of which were at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2008 and 2007, Series 4 reflects net loss from Operating Partnerships of $(204,270) and $(216,908), respectively, which includes depreciation and amortization of $368,486 and $413,576, respectively. This is an interim period estimate and it is not indicative of the final year end results.



In December 2008, the investment general partner entered into an agreement to transfer its interest in Clearview Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $728,197 and cash proceeds to the investment limited partner of $21,846.  Of the total proceeds received, $960 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer.  Of the remaining proceeds, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $15,886 will be returned to cash reserves held by Series 4.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $15,886 as of December 31, 2008.

In November 2008, the investment general partner entered into an agreement to transfer its investment limited partner interest and general partner interest in Shockoe Hill Associates II to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,661,406 and cash proceeds to the investment limited partner of $0. There are no proceeds to be returned to the cash reserves held by Series 4. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain on the transfer of the Operating Partnership has been recorded as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Burlwood Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $341,456 and cash proceeds to the investment limited partner of $10,244.  Of the total proceeds received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $5,244 will be returned to cash reserves held by Series 4.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $5,244 as of December 31, 2008.



In December 2008, the investment general partner entered into an agreement to transfer its interest in Milliken Apartments to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $828,250 and cash proceeds to the investment limited partner of $24,848.  Of the total proceeds received, $5,000 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $19,848 will be returned to cash reserves held by Series 4.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $19,848 as of December 31, 2008.

Series 5

As of December 31, 2008 and 2007, the average Qualified Occupancy for the series was 100%.  The series had one property at December 31, 2008, which was at 100% Qualified Occupancy.

For the nine month periods ended December 31, 2008 and 2007, Series 5 reflects net loss from Operating Partnerships of $(112,433) and $(101,539), respectively, which includes depreciation and amortization of $129,813 and $266,818, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In April of 2007, the investment general partner transferred their investment limited partnership's interest in TKO Investment V LP to an entity affiliated with the operating general partner for the assumption of the outstanding mortgage balance of approximately $345,000 and cash proceeds to the investment limited partnership of $950,000. Of the total proceeds received $15,000 represent reporting fees due to an affiliate of the investment limited partnership and the balance represent proceeds from the transfer. Of the remaining proceeds $15,000 was paid to BCAMLP for expenses related to the sale, which includes third party legal costs and $7,000 was paid to a third party entity for an appraisal fee.  The remaining proceeds of $913,000 was returned to cash reserves held by Series 5.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid partnership management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment limited partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $913,000 as of June 30, 2007.

In September 2007, the investment general partner of Calexico Associates approved an agreement to sell the property and the transaction closed on September 25, 2008. The sales price for the property was $2,047,109, which includes the outstanding mortgage balance of approximately $1,507,109, cash proceeds to the operating general partner of $243,395, and cash proceeds to the investment limited partnerships of $177,437 and $48,921 to Series 2 and Series 5, respectively.  Of the total proceeds received, $2,477 and $683, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the sale.  Of the remaining proceeds, $11,758 and $3,242 from Series 2 and Series 5, respectively, was paid to BCAMLP for expenses related to the sale, which includes third party legal costs.  The remaining proceeds from the sale of $163,202 and $44,996 will be returned to cash reserves held by Series 2 and Series 5, respectively. The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnerships. After all outstanding obligations of the investment partnerships are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. In addition, the general partner paid the non-resident withholdings, in the amount of $13,356 and $3,682 for Series 2 and Series 5, respectively. The sale proceeds were received on October 2, 2008; so a receivable in the amount of $165,679 and $45,679 has been recorded for Series 2 and Series 5, respectively, as of September 30, 2008. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement and including the non-resident withholding, has been recorded in the amount of $176,558 and $48,678 for Series 2 and Series 5, respectively, as of September 30, 2008.

Annadale Housing Partners (King's View Apartments) is a 222-apartment property in Fresno, CA.  The property's occupancy has been an issue at Annadale for several years but saw a steady decline in 2007 averaging 79% for the year. King's View Apartments is located in one of the most violent gang and high crime areas in the city of Fresno, and crime has increased substantially in the past two years.  Management spends $11,500 per month on average for private security.  The operating general partner estimates that in reality the site requires $30,000-$60,000 per month in private security to effectively secure the property.  Management has been working closely with the police department, which has diverted resources from other areas of the city to the King's View neighborhood.  The increase in police presence has had a positive impact and has led to a decrease in gang related activity in the neighborhood.  A new site manager has made strides in evicting problematic tenants.  Management continues to work with police, the City of Fresno, and the Housing Development Departments for additional support.  As a result of the efforts of management, occupancy has increased to 92% through the fourth quarter of 2008.  With the resulting increase in rental revenues, the property is operating above breakeven for 2008.

In June 2008, the investment general partner entered into an agreement to transfer its interest in Point Arena Associates to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,160,129 and cash proceeds to the investment limited partner of $42,336.  Of the total proceeds received, $8,341 represents reporting fees due to an affiliate of the investment partnership and the balance represents proceeds from the transfer. Of the remaining proceeds, $15,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $18,995 will be returned to cash reserves held by Series 5.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  In addition, the investment general partner on behalf of the investment limited partnership entered into a contingent interest agreement with the Operating Partnership for receipt of a residual payment.  Under the terms of the contingent interest agreement, if the property owned by the Operating Partnership is refinanced or sold, on or before June 30, 2013, there would be a residual payment of 50% of the capital transaction proceeds distributable to the investment limited partnership in accordance with the contingent interest agreement.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $18,995 as of June 30, 2008.

Series 6

As of December 31, 2007, the average Qualified Occupancy for the series was 100%.  The series had no properties at December 31, 2008.

For the nine month periods ended December 31, 2008 and 2007, Series 6 reflects net loss from Operating Partnerships of $0 and $(146,635), respectively, which includes depreciation and amortization of $0 and $336,634, respectively. This is an interim period estimate and it is not indicative of the final year end results.

In December 2006, the investment general partner transferred the interest of Series 6 and Boston Capital Tax Credit Fund II LP - Series 7 in Hillandale Commons Limited Partnership to an entity affiliated with the operating general partner, for its assumption of the outstanding mortgage balance and cash proceeds of $863,000.  In accordance with Agreement of Purchase and Sale an initial payment of $67,200 and $52,800 was paid in December 2006 and an outstanding note payable of $416,080 and $326,920 was paid in July 2007 to Series 6 and Series 7, respectively. Of the gross proceeds received, $16,800 and $13,200 represent reporting fees due to an affiliate, and $4,200 and $3,300 was paid to BCAMLP for expenses of the sale, which includes third party legal costs, for Series 6 and Series 7, respectively.  Of the remaining proceeds, $462,280 and $363,220 for Series 6 and Series 7, respectively, will be returned to cash reserves.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid partnership management fees, and accrued but unpaid expenses of the investment limited partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnerships' investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. The sale proceeds, previously recorded as receivable, in the amount of $416,080 and $326,920 for Series 6 and Series 7, respectively, were received as of July 31, 2007.  Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the expense and overhead reimbursement, has been recorded in the amount of $462,280 and $363,220, for Series 6 and Series 7, respectively, as of December 31, 2006.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Briarwood Estates, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $547,558 and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 will be returned to cash reserves held by Series 6.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $20,680 as of September 30, 2008.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Kearney Properties II LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $348,368 and cash proceeds to the investment partnership of $17,120. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $12,120 will be returned to cash reserves held by Series 6.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $12,120 as of September 30, 2008.



In August 2008, the investment general partner entered into an agreement to transfer its interest in Pleasant Hill Properties LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $541,802 and cash proceeds to the investment partnership of $25,680. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $20,680 will be returned to cash reserves held by Series 6.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $20,680 as of September 30, 2008.

In August 2008, the investment general partner entered into an agreement to transfer its interest in Socorro Properties, LP to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $1,200,586 and cash proceeds to the investment partnership of $34,240. Of the total proceeds received, $5,000 was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $29,240 will be returned to cash reserves held by Series 6.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the sale of the Operating Partnership of the proceeds from the sale, net of the overhead and expense reimbursement, has been recorded in the amount of $29,240 as of September 30, 2008.

In October 2008, the investment general partner of Series 6 and Boston Capital Tax Credit Fund II LP - Series 9, respectively, entered into an agreement to transfer its interest in Hacienda Villa Associates LP to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $5,943,874 and cash proceeds to the investment limited partnerships of $103,200 and $111,800 to Series 6 and Series 9, respectively.  Of the total proceeds received, $47,520 and $51,480 to Series 6 and Series 9, respectively, represents reporting fees due to an affiliate of the investment partnerships and the balance represents proceeds from the transfer.  Of the remaining proceeds, $12,000 and $13,000 from Series 6 and Series 9, respectively, was paid to BCAMLP for expenses related to the transfer, which includes third party legal costs.  The remaining proceeds of $43,680 and $47,320 will be returned to cash reserves held by Series 6 and Series 9, respectively.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $43,680 and $47,320 to Series 6 and Series 9, respectively, as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Green Pines Associates Limited Partnership to a non-affiliated entity for its assumption of the outstanding mortgage balance of approximately $1,373,215 and cash proceeds to the investment limited partner of $41,196.  Of the total proceeds received, $3,708 represents reporting fees due to an affiliate of the investment partnership, and the balance represents proceeds from the transfer.  Of the remaining proceeds, $12,605 will be paid to BCAMLP for expenses related to the transfer, which includes third party legal costs and transfer tax.  The remaining proceeds of  $24,883 will be returned to cash reserves held by Series 6.  The monies held in cash reserves will be utilized to pay current operating expenses, accrued but unpaid asset management fees, and accrued but unpaid expenses of the investment partnership.  After all outstanding obligations of the investment partnership are satisfied, any remaining monies will be distributed based on the number of BACs held by each investor at the time of distribution. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, a gain on the transfer of the Operating Partnership of the proceeds from the transfer, net of the overhead and expense reimbursement, has been recorded in the amount of $24,883 as of December 31, 2008.

In December 2008, the investment general partner entered into an agreement to transfer its interest in Woodcliff Apartments to an entity affiliated with the operating general partner for its assumption of the outstanding mortgage balance of approximately $725,905 and cash proceeds to the investment limited partner of $0.  There are no proceeds to be returned to cash reserves held by Series 6. Annual losses generated by the Operating Partnership, which were applied against the investment limited partnership's investment in the Operating Partnership in accordance with the equity method of accounting, had previously reduced the investment limited partnership investment in the Operating Partnership to zero. Accordingly, no gain on the transfer of the Operating Partnership has been recorded as of December 31, 2008.



Principal Accounting Policies and Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which requires the Partnership to make various estimates and assumptions.  A summary of significant accounting policies is provided in Note 1 to the financial statements.  The following section is a summary of certain aspects of those accounting policies that may require subjective or complex judgments and are most important to the portrayal of the Partnership's financial condition and results of operations.  The Partnership believes that there is a low probability that the use of different estimates or assumptions in making these judgments would result in materially different amounts being reported in the financial statements.

The Partnership is required to assess potential impairments to its long-lived assets, which is primarily investments in limited partnerships.  The Partnership accounts for its investment in limited partnerships in accordance with the equity method of accounting since the Partnership does not control the operations of the Operating Partnerships.

If the book value of the Partnership's investment in an Operating Partnership exceeds the estimated value derived by management, which generally consists of the remaining future low-income housing credits allocable to the Partnership and the estimated residual value to the Partnership, the Partnership reduces its investment in the Operating Partnership and includes the reduction in equity in loss of investment of limited partnerships.

As of March 31, 2004, the Partnership adopted FASB Interpretation No. 46 - Revised ("FIN46R"), "Consolidation of Variable Interest Entities." FIN 46R provides guidance on when a company should include the assets, liabilities, and activities of a variable interest entity ("VIE") in its financial statements and when it should disclose information about its relationship with a VIE. A VIE is a legal structure used to conduct activities or hold assets, which must be consolidated by a company if it is the primary beneficiary because it absorbs the majority of the entity's expected losses, the majority of the expected returns, or both.



Based on the guidance of FIN 46R, the Operating Partnerships in which the Partnership invests meet the definition of a VIE.  However, management does not consolidate the Partnership's interests in these VIEs under FIN 46R, as it is not considered to be the primary beneficiary.  The Partnership currently records the amount of its investment in these partnerships as an asset on the balance sheet, recognizes its share of partnership income or losses in the statement of operations, and discloses how it accounts for material types of these investments in the financial statements.



The Partnership's balance in investment in Operating Partnerships, plus the risk of recapture of tax credits previously recognized on these investments, represents its maximum exposure to loss.  The Partnership's exposure to loss on these Operating Partnerships is mitigated by the condition and financial performance of the underlying properties as well as the strength of the local general partners and their guarantee against credit recapture.





Recent Accounting Changes



In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 157, "Fair Value Measurements," ("SFAS 157"), which defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosure about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and shall be applied prospectively except for very limited transactions, which for the Partnership is April 1, 2008.  In December 2007, the FASB delayed the implementation of SFAS 157 as it pertains to non-financial assets and liabilities for fiscal years beginning after November 15, 2008, which for the Partnership is April 1, 2009. The Partnership is currently evaluating the potential impact of the adoption of SFAS 157 on its financial statements.

In February 2007 the FASB issued SFAS No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities" ("SFAS 159"), which permits entities to choose to measure many financial instruments and certain other items at fair value.  The fair value election is designed to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  The Partnership does not expect to elect the fair value option.

On December 4, 2007, the FASB issued SFAS No. 141R, "Business Combinations" ("SFAS 141R").  This statement changes the accounting for acquisitions specifically eliminating the step acquisition model, changing the recognition of contingent consideration from being recognized when it is probable to being recognized at the time of acquisition, and disallowing the capitalization of transaction costs and delays when restructurings related to acquisitions can be recognized.  The standard is effective for fiscal years ending after December 15, 2008.  The Partnership is currently evaluating the impact of the adoption of SFAS 141R on its financial statements.  However, the Partnership does not expect SFAS 141R to have a material impact on the Partnership's statement of operations or financial position.

On December 4, 2007, the FASB issued SFAS No. 160, "Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51" ("SFAS 160").  SFAS 160 replaces the concept of minority interest with noncontrolling interests in subsidiaries.  Noncontrolling interests will now be reported as a component of equity in the consolidated statement of financial position.  Earnings attributable to noncontrolling interests will continue to be reported as a part of consolidated earnings; however, SFAS 160 requires that income attributable to both controlling and noncontrolling interests be presented separately on the face of the consolidated income statement.  In addition, SFAS 160 provides that when losses attributable to noncontrolling interests exceed the noncontrolling interest's basis, losses continue to be attributed to the noncontrolling interest as opposed to being absorbed by the consolidating entity.  SFAS 160 requires retroactive adoption of the presentation and disclosure requirements for existing minority interests.  All other requirements of SFAS 160 shall be applied prospectively. SFAS 160 is effective for the first annual reporting period beginning on or after December 15, 2008. However, the Partnership does not expect SFAS 160 to have a material impact on the Partnership's financial statements.



Recent Accounting Changes - Continued



Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes ("FIN 48") was issued in July 2006 and interprets SFAS No. 109, Accounting for Income Taxes. FIN 48 requires all taxpayers to analyze all material positions they have taken or plan to take in all tax returns that have been filed or should have been filed with all taxing authorities for all years still subject to challenge by those taxing authorities. If the position taken is "more-likely-than-not" to be sustained by the taxing authority on its technical merits and if there is more than a 50% likelihood that the position would be sustained if challenged and considered by the highest court in the relevant jurisdiction, the tax consequences of that position should be reflected in the taxpayer's GAAP financial statements. Earlier proposed interpretations of SFAS 109 had recommended a "probable" standard for recognition of tax consequences rather than the "more-likely-than-not" standard finally adopted.

Because we are a pass-through entity and are not required to pay income taxes, FIN 48 does not currently have any impact on our financial statements. On December 30, 2008, the FASB issued FASB Staff Position (FSP) No. FIN 48-3: *Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises* ("FSP No. FIN 48-3"), which defers the effective date of FIN 48 for nonpublic enterprises included within the scope of FSP No. FIN 48-3 to the annual financial statements for fiscal years beginning after December 15, 2008. The deferred effective date is intended to give the Board additional time to develop guidance on the application of FIN 48 by pass-through entities and not-for-profit organizations. We may modify our disclosures if the FASB's guidance regarding application of FIN 48 to pass-through entities changes.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------
|        |                                                           
|        | Not Applicable                                            

|Item 4T. | Controls & Procedures
|-------- | ---------------------
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|         | (a)                  
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|         |                      
|         | (b)                  
|         |                      





PART II - OTHER INFORMATION



|Item 1.  | Legal Proceedings                                                                                                                                                   
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|         | None                                                                                                                                                                
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|Item 1A. | Risk Factors                                                                                                                                                        
|         |                                                                                                                                                                     
|         | There have been no material changes from the risk factors set forth under Part I, Item 1A. "Risk Factors" in our Form 10-K for the fiscal year ended March 31, 2008.
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|Item 2.  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                         
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|         | None                                                                                                                                                                
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|Item 3.  | Defaults upon Senior Securities                                                                                                                                     
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|         | None                                                                                                                                                                
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|Item 4.  | Submission of Matters to a Vote of Security 
Holders                                                                                                                
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|         | None                                                                                                                                                                
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|Item 5.  | Other Information                                                                                                                                                   
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|         | None                                                                                                                                                                
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|Item 6.  | Exhibits                                                                                                                                                            
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|         | (a)Exhibits                                                                                                                                                         
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SIGNATURES

Pursuant to the requirements of Section 13 of the Securities
Exchange Act of 1934, the Partnership has duly caused this Report to be
signed on its behalf by the undersigned, thereunto duly authorized.

|                        |                                                    |                                                               
|----------------------- | -------------------------------------------------- | --------------------------------------------------------------
|                        | Boston Capital Tax Credit Fund Limited Partnership
|                        |                                                    |                                                               
|                        | By:                                                | Boston Capital Associates Limited
Partnership, General Partner
|                       
|                        |                                                    |                                                               
|                        | By:                                                | BCA Associates Limited Partnership,
General Partner           
|                       
|                        |                                                    |                                                               
|                        | By:                                                | C&M Management, Inc.,
General Partner                         
|                       
|                        |                                                    |                                                               
|Date: February 17, 2009 | /s/ John P. Manning                               
|                        | John P. Manning                                   
|                        |                                                    |                                                               

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on
behalf of the Partnership and in the capacities and on the dates
indicated:

|DATE:             | SIGNATURE:                          | TITLE:                                                                                                                                       
|----------------- | ----------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------
|                  |                                     |                                                                                                                                              
|February 17, 2009 | /s/ John P. Manning
John P. Manning | Director, President
(Principal Executive
Officer), C&M Management
Inc.; Director, President
(Principal Executive
Officer) BCTC Assignor Corp.



|DATE:             | SIGNATURE:                    | TITLE:                                                                                                                                                                            
|----------------- | ----------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |                               |                                                                                                                                                                                   
|February 17, 2009 | /s/ Marc N. Teal
Marc N. Teal | Chief Financial Officer
(Principal Financial and
Accounting Officer), C&M Management Inc; Chief
Financial Officer (Principal
Financial and Accounting
Officer) BCTC Assignor Corp.