SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C.   20594

                           FORM 12b-25

                     Notification of Late Filing

                    Commission File Number 0-17679
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(Check one):   (X) Form 10-K  ( ) Form 11-K  ( ) Form 20-F
               ( ) Form 10-Q  ( ) Form N-SAR

     For Period Ended:   March 31, 1997                           
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( )  Transition Report on Form 10-K
( )  Transition Report on Form 20-F
( )  Transition Report on Form 11-K
( )  Transition Report on Form 10-Q
( )  Transition Report on Form N-SAR

     For the Transition Period Ended:                             
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     Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

      If the notification relates to a portion of the filing checked above,
identify the items(s) to which the notification relates:

The notification relates to the Form 10-K in its entirety.        
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                                 PART I
                          Registrant Information

Full name of registrant 

Boston Capital Tax Credit Fund Limited Partnership
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Former name if applicable

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Address of principal executive office (Street and Number)

One Boston Place, Suite 2100             
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City, State and Zip Code          Boston, Massachusetts   02108-4406      
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<PAGE>
                                 PART II
                           Rule 12b-25(b) and (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule12b-25(b), the
following should be completed. 
(Check appropriate box.)

 --
|  |      (a)  The reasons described in reasonable detail in Part 
 --            III of this form could not be eliminated without 
               unreasonable effort or expense;
 --
|X |      (b)  The subject annual report, semi-annual report, 
 --             transition report on Form 10-K, 20-F, 11-K or     
                Form N-SAR, or portion thereof will be filed on   
                or before the 15th calendar day following the     
                prescribed due date; or the subject quarterly     
                report or transition report on Form 10-Q, or      
                portion thereof will be filed on or before the    
                fifth calendar day following the prescribed due   
                date; and 
 --
|  |      (c)  The accountant's statement or other exhibit   
 --             required by Rule 12b-25(c) has been attached, if  
               applicable.



                                 PART III
                                 Narrative

     State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.  (Attached extra sheets if needed.)

     The registrant will not be filing the requisite Form 10-K within the
prescribed time period since the registrant has not completely received and
coordinated all necessary documents and other information which must be
complied and reviewed in order to properly prepare the Form 10-K in full
detail.
<PAGE>
                                 PART IV
                             Other Information

     (1)  Name and telephone number of person to contact in regard
to this notification.

    Marc N. Teal                617              624-8900         
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     (Name)                   (Area Code)    (Telephone Number)

     (2)  Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?  If the answer is
no, identify report(s).
                                                                 
                               --                  --
                              | X|  Yes           |  |  No
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     (3)  Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report
or portion thereof?
                                  
                                --                 --
                               |  |  Yes          | X|  No
                                --                 -- 

     If so:  attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made. See ATTACHMENT TO FORM 12b-25.

            Boston Capital Tax Credit Fund Limited Partnership 
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                (Name of registrant as specified in charter)


     Has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.

Date: June 27, 1997                       By:  JOHN P. MANNING           
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                                               John P. Manning, a partner of 
                                               Boston Capital Associates, the
                                               general partner of Boston 
                                               Capital Associates II Limited
                                               Partnership, the general
                                               partner of Boston Capital
                                               Tax Credit Fund II Limited 
                                               Partnership.