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September 5, 2006




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

       Boston Financial Qualified Housing Tax Credits L.P. V
       Annual Report on Form 10-KSB/A for the Year Ended March 31, 2004
       File Number 0-19706


Dear Sir / Madam:

Pursuant to the requirements of section 15(d) of the Securities Exchange Act of
1934, filed herewith is one copy of subject report.

Very truly yours,



/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller



QH510K-K


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-KSB/A

(Mark One)

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

For the fiscal year ended             March 31, 2004
                          ----------------------------------------------

                                       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 0-19706

             Boston Financial Qualified Housing Tax Credits L.P. V
          (Exact name of registrant as specified in its charter)

         Massachusetts                           04-3054464
 (State or other jurisdiction of             (I.R.S. Employer
 incorporation or organization)              Identification No.)

               101 Arch Street, Boston, MA              02110-1106
---------------------------------------------        ------------------
     (Address of principal executive offices)           (Zip Code)

Registrant's telephone number, including area code     (617) 439-3911
                                                   ------------------------

Securities registered pursuant to Section 12(b) of the Act:
                                              Name of each exchange on
          Title of each class                    which registered
          -------------------              ---------------------------

                None                               None

Securities registered pursuant to Section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)
                                     100,000

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

                                    Yes X No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB/A or any amendment to this Form 10-KSB/A. [ X ]

State the aggregate sales price of partnership units held by non-affiliates of
the registrant.

                        $60,904,650 as of March 31, 2004


<PAGE>



DOCUMENTS  INCORPORATED  BY REFERENCE:  LIST THE FOLLOWING  DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM  10-KSB/A INTO WHICH THE
DOCUMENT IS  INCORPORATED:  (1) ANY ANNUAL  REPORT TO SECURITY  HOLDERS:  (2)
ANY PROXY OR INFORMATION  STATEMENT:  AND (3) ANY PROSPECTUS  FILED PURSUANT TO
RULE 424(b) OR (c) UNDER THE SECURITIES ACT OF 1933.
<TABLE>
<CAPTION>

                                                                        Part of Report on
                                                                        Form 10-KSB/A into
                                                                        Which the Document
Documents incorporated by reference                                     is Incorporated


Post-effective amendments No. 1 - 5 to the
<S>                                                                     <C>
Form S-11 Registration Statement, File # 33-29935                       Part I, Item 1

Acquisition Reports                                                     Part I, Item 1

Post-effective amendment No. 6 to the Registration
Statement on Form S-11, File # 33-29935                                 Part III, Item 11

Prospectus - Sections Entitled:

     "Investment Objectives and Policies -
      Principal Investment Policies"                                    Part I, Item 1

     "Estimated Use of Proceeds"                                        Part III, Item 12

     "Management Compensation and Fees"                                 Part III, Item 12

     "Profits and Losses for Tax Purposes, Tax
      Credits and Cash Distributions"                                   Part III, Item 12

</TABLE>

                                Explanatory Note

On June 30, 2004, Boston Financial Qualified Housing Tax Credits L.P. V (the
"Partnership") filed its annual report on Form 10-KSB for its fiscal year ended
March 31, 2004. The Partnership hereby amends the 2004 Form 10-KSB to include
the name of its Registered Public Accounting Firm as well as the city and state
of the office that performed the audit, to disclose the fees paid and types of
services rendered by the principal accountant and to include current
certifications pursuant to sections 302 and 906 of the Sarbanes-Oxley Act of
2002. This form 10-KSB/A does not reflect events occurring after the June 30,
2004 filing of the Annual Report or modify or update the disclosure contained in
the Annual Report in any way other than as required to reflect the amendments
discussed above.


<PAGE>

<TABLE>
<CAPTION>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                         ANNUAL REPORT ON FORM 10-KSB/A
                        FOR THE YEAR ENDED MARCH 31, 2004


                                TABLE OF CONTENTS


                                                                            Page No.

PART I

     <S>          <C>                                                          <C>
     Item 1       Business                                                      K-3
     Item 2       Properties                                                    K-6
     Item 3       Legal Proceedings                                             K-12
     Item 4       Submission of Matters to a Vote of
                  Security Holders                                              K-12

PART II

     Item 5       Market for the Registrant's Units and
                  Related Security Holder Matters                               K-12
     Item 6       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations                 K-12
     Item 7       Financial Statements and Supplementary Data                   K-17
     Item 8       Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                        K-17

PART III

     Item 9       Directors and Executive Officers
                  of the Registrant                                             K-17
     Item 10      Management Remuneration                                       K-18
     Item 11      Security Ownership of Certain Beneficial
                  Owners and Management                                         K-18
     Item 12      Certain Relationships and Related Transactions                K-19
     Item 13      Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                           K-20
     Item 14      Principal Accountant Fees and Services                        K-20

CONTROLS AND PROCEDURES                                                         K-21
-----------------------

SIGNATURES                                                                      K-22
----------

CERTIFICATIONS                                                                  K-23
--------------
</TABLE>




<PAGE>


                                     PART I

Item 1.  Business

Boston Financial Qualified Housing Tax Credits L.P. V (the "Partnership") is a
Massachusetts limited partnership formed on June 16, 1989 under the laws of the
State of Massachusetts. The Partnership's partnership agreement ("Partnership
Agreement") authorized the sale of up to 100,000 units of Limited Partnership
Interest ("Units") at $1,000 per Unit, adjusted for certain discounts. The
Partnership raised $68,928,650 ("Gross Proceeds"), net of discounts of $350,
through the sale of 68,929 Units. Such amounts exclude five unregistered Units
previously acquired for $5,000 by the Initial Limited Partner, which is also one
of the General Partners. The offering of Units terminated on August 31, 1991. No
further sale of Units is expected.

The Partnership is engaged solely in the business of real estate investment.
Accordingly, a presentation of information about industry segments is not
applicable and would not be material to an understanding of the Partnership's
business taken as a whole.

The Partnership has invested as a limited partner in other limited partnerships
("Local Limited Partnerships") which own and operate residential apartment
complexes ("Properties") some of which benefit from some form of federal, state
or local assistance programs and all of which qualify for the low-income housing
tax credits ("Tax Credits") that were added to the Internal Revenue Code (the
"Code") by the Tax Reform Act of 1986. The investment objectives of the
Partnership include the following: (i) to provide current tax benefits in the
form of Tax Credits which qualified limited partners may use to offset their
federal income tax liability; (ii) to preserve and protect the Partnership's
capital; (iii) to provide limited cash distributions from Property operations
which are not expected to constitute taxable income during the expected duration
of the Partnership's operations; and (iv) to provide cash distributions from
sale or refinancing transactions. There cannot be any assurance that the
Partnership will attain any or all of these investment objectives. A more
detailed discussion of these investment objectives, along with the risks in
achieving them, is contained in the section of the prospectus entitled
"Investment Objectives and Policies - Principal Investment Policies" which is
herein incorporated by this reference.

Table A on the following page lists the Properties originally acquired by the
Local Limited Partnerships in which the Partnership has invested. Item 6 of this
Report contains other significant information with respect to the Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
each Local Limited Partnership interest have been described in supplements to
the Prospectus and collected in the post-effective amendments to the
Registration Statement (collectively, the "Acquisition Reports"); such
descriptions are incorporated herein by this reference.





<PAGE>
<TABLE>
<CAPTION>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA


                                                                                                  Date
   Properties Owned by Local                                                                    Interest
      Limited Partnerships                                 Location                             Acquired
---------------------------------                   -----------------------                   --------------

<S>                                               <c>                                         <C>
Strathern Park/Lorne Park (1)                     Los Angeles, CA                             07/05/90
Park Caton                                        Catonsville, MD                             08/17/90
Cedar Lane I                                      London, KY                                  09/10/90
Silver Creek II                                   Berea, KY                                   08/15/90
Rosecliff                                         Sanford, FL                                 09/18/90
Brookwood                                         Ypsilanti, MI                               10/01/90
Oaks of Dunlop                                    Colonial Heights, VA                        01/01/91
Water Oak                                         Orange City, FL                             01/01/91
Yester Oaks                                       Lafayette, GA                               01/01/91
Ocean View                                        Fernandina Beach, FL                        01/01/91
Wheeler House (2)                                 Nashua, NH                                  01/01/91
Archer Village                                    Archer, FL                                  01/01/91
Timothy House                                     Towson, MD                                  03/05/91
Westover Station                                  Newport News, VA                            03/30/91
Carib III                                         St. Croix, VI                               03/21/91
Carib II                                          St. Croix, VI                               03/01/91
Whispering Trace                                  Woodstock, GA                               05/01/91
New Center                                        Detroit, MI                                 06/27/91
Huguenot Park                                     New Paltz, NY                               06/26/91
Hillwood Pointe                                   Jacksonville, FL                            07/19/91
Pinewood Pointe                                   Jacksonville, FL                            07/31/91
Westgate                                          Bismark, ND                                 07/25/91
Woodlake Hills                                    Pontiac, MI                                 08/01/91
Bixel House                                       Los Angeles, CA                             07/31/91
Magnolia Villas                                   North Hollywood, CA                         07/31/91
Schumaker Place                                   Salisbury, MD                               09/20/91
Circle Terrace                                    Lansdowne, MD                               12/06/91


(1)  On January 1, 1994, Lorne Park merged into Strathern Park in a business
     combination accounted for as a pooling of interests. Lorne Park's total
     assets, liabilities and partners' equity were combined with Strathern Park
     at their existing book value, and neither partnership recognized a gain or
     loss on the merger.

(2)  The Partnership no longer has an interest in the Local Limited Partnership
     which owns this Property.
</TABLE>


<PAGE>


Although the Partnership's investments in Local Limited Partnerships are not
subject to seasonal fluctuations, the Partnership's equity in losses of Local
Limited Partnerships, to the extent it reflects the operations of individual
Properties, may vary from quarter to quarter based upon changes in occupancy and
operating expenses as a result of seasonal factors.

Each Local Limited Partnership has, as its general partners ("Local General
Partners"), one or more individuals or entities not affiliated with the
Partnership or its General Partners. In accordance with the partnership
agreements under which such entities are organized ("Local Limited Partnership
Agreements"), the Partnership depends on the Local General Partners for the
management of each Local Limited Partnership. As of March 31, 2004, the
following Local Limited Partnerships have a common Local General Partner or
affiliated group of Local General Partners accounting for the specified
percentage of the capital contributions made to Local Limited Partnerships: (i)
Timothy House Limited Partnership and Maiden Choice Limited Partnership,
representing 10.07%, have Shelter Development Corp. as Local General Partner;
(ii) Cobblestone Place Townhomes, A Limited Partnership, Kensington Place
Townhomes, A Limited Partnership and Whispering Trace Apartments, A Limited
Partnership, representing 11.92%, have Flournoy Development Co. as Local General
Partner; (iii) Silver Creek II, Ltd. and Cedar Lane I, Ltd., representing 0.87%,
have Robinson A. Williams as Local General Partner; (iv) Water Oak Apartment,
L.P., Yester Oaks, L.P., Archer Village, Ltd. and Ocean View Apartments, L.P.,
representing 2.02%, have Seals & Associates, Inc. & E. Lamar Seals as Local
General Partners; (v) Bixel House, A California Limited Partnership and Harmony
Apartments, A California Limited Partnership, representing 7.07%, have Julian
Weinstock Construction Co., Inc. as Local General Partner; and (vi) St. Croix II
Limited Partnership and Christiansted Limited Dividend Housing Association,
representing 1.21%, have Rialto Properties, Inc. as Local General Partner. The
Local General Partners of the remaining Local Limited Partnerships are
identified in the Acquisition Reports, which are incorporated herein by this
reference.

The Properties owned by the Local Limited Partnerships in which the Partnership
has invested are, and will continue to be, subject to competition from existing
and future apartment complexes in the same areas. The continued success of the
Partnership will depend on many outside factors, most of which are beyond the
control of the Partnership and cannot be predicted at this time. Such factors
include general economic and real estate market conditions, both on a national
basis and in those areas where the Properties are located, the availability and
cost of borrowed funds, real estate tax rates, operating expenses, energy costs
and government regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Partnership, including: (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels; (ii) possible adverse changes in
general economic conditions and local conditions, such as competitive
over-building or a decrease in employment or adverse changes in real estate
laws, including building codes; and (iii) the possible future adoption of rent
control legislation which would not permit increased costs to be passed on to
the tenants in the form of rent increases or which suppress the ability of the
Local Limited Partnerships to generate operating cash flow. Since most of the
Properties benefit from some form of government assistance, the Partnership is
subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, any Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that the Property or any portion
thereof ceases to qualify for the Tax Credits. Other future changes in federal
and state income tax laws affecting real estate ownership or limited
partnerships could have a material and adverse affect on the business of the
Partnership.

The Partnership is managed by Arch Street VIII, Inc., the Managing General
Partner of the Partnership. The other General Partner of the Partnership is Arch
Street V Limited Partnership. The Partnership, which does not have any
employees, reimburses MMA Financial, LLC., ("MMA") an affiliate of the General
Partner, for certain expenses and overhead costs. A complete discussion of the
management of the Partnership is set forth in Item 9 of this Report.



<PAGE>


Item 2.  Properties

The Partnership owns limited partnership interests in twenty-six Local Limited
Partnerships which own and operate Properties, some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the Tax Credits added to the Code by the Tax Reform Act of 1986. The
Partnership's ownership interest in each Local Limited Partnership is generally
99%, except for Strathern Park/Lorne Park, Huguenot Park and Westgate, where the
Partnership's ownership interests are 95%, 88.55% and 49.5%, respectively.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency. In general, the Tax Credit runs for
ten years from the date the Property is placed in service. The required holding
period (the "Compliance Period") of the Properties is fifteen years. During
these fifteen years, the Properties must satisfy rent restrictions, tenant
income limitations and other requirements, as promulgated by the Internal
Revenue Service, in order to maintain eligibility for the Tax Credit at all
times during the Compliance Period. Once a Local Limited Partnership has become
eligible for the Tax Credits, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the
requirements.

In addition, some of the Local Limited Partnerships have obtained one or a
combination of different types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the Property is located at favorable terms; and iii) loans that have repayment
terms that are based on a percentage of cash flow.

The schedule on the following pages provide certain key information on the Local
Limited Partnership interests acquired by the Partnership.


<PAGE>

<TABLE>
<CAPTION>


                                              Capital Contributions
                                            Total           Paid         Mortgage loans                             Occupancy
Local Limited Partnership     Number      Committed at     through         payable at               Type               At
Property Name                   Of          March 31,      March 31,       December 31,               of             March 31,
Property Location           Apt. Units        2004           2004             2003                Subsidy*            2004
--------------------------- ----------- ----------------- --------------- ----------------     -------------    ----------------

Strathern Park/Lorne Park, a
 California Limited Partnership (1)
Strathern Park/Lorne Park
<S>                         <C>              <C>            <C>              <C>                                         <C>
Los Angeles, CA             241              $8,418,667     $8,418,667       $16,989,260              None               100%

Maiden Choice Limited
 Partnership
Park Caton
Catonsville, MD             101               2,513,300      2,513,300         3,924,428              None                99%

Cedar Lane I, Ltd.
Cedar Lane I
London, KY                   36                 288,587        288,587         1,058,477              None               100%

Silver Creek II, Ltd.
Silver Creek II
Berea, KY                    24                 193,278        193,278           757,419              None               100%

Tompkins/Rosecliff, Ltd.
Rosecliff
Sanford, FL                 168               3,604,720      3,604,720         5,373,429              None                93%

Brookwood L.D.H.A.
Brookwood
Ypsilanti, MI                81               2,373,295      2,373,295         2,895,725              None                85%

Water Oak Apartment, L.P.
Water Oak
Orange City, FL              40                 293,519        293,519         1,239,091              None               100%

</TABLE>


<PAGE>


<TABLE>
<CAPTION>


                                              Capital Contributions
                                            Total           Paid         Mortgage loans                             Occupancy
Local Limited Partnership     Number      Committed at     through         payable at               Type               At
Property Name                   Of          March 31,      March 31,       December 31,               of             March 31,
Property Location           Apt. Units        2004           2004             2003                Subsidy*            2004
--------------------------- ----------- ----------------- --------------- ----------------     -------------    ----------------

Yester Oaks, L.P.
Yester Oaks
<S>                           <C>           <C>               <C>             <C>                                       <C>
Lafayette, GA                 44            319,254           319,254         1,268,414              FmHA               100%

Ocean View Apartments, L.P.
Ocean View
Fernandina Beach, FL          42            334,177           334,177         1,348,178              None                95%

Burbank Limited Partnership I (2)
Wheeler House
Nashua, NH

Archer Village, Ltd.
Archer Village
Archer, FL                    24            171,380           171,380           697,625              FmHA                92%

The Oaks of Dunlop Farms, L.P.
Oaks of Dunlop
Colonial Heights, VA         144          2,791,280         2,791,280         4,285,924              None               100%

Timothy House Limited
 Partnership
Timothy House
Towson, MD                   112          3,064,250         3,064,250         2,306,891              None                97%

Westover Station Associates, L.P.
Westover Station
Newport News, VA             108          1,972,947         1,972,947         3,348,225              None                98%

</TABLE>


<PAGE>



<TABLE>
<CAPTION>


                                              Capital Contributions
                                            Total           Paid         Mortgage loans                             Occupancy
Local Limited Partnership     Number      Committed at     through         payable at               Type               At
Property Name                   Of          March 31,      March 31,       December 31,               of             March 31,
Property Location           Apt. Units        2004           2004             2003                Subsidy*            2004
--------------------------- ----------- ----------------- --------------- ----------------     -------------    ----------------

Christiansted Limited Dividend
 Housing Association
Carib III
<S>                           <C>                <C>          <C>              <C>                                       <C>
St. Croix, VI                 24                 322,260      322,260          1,459,939              FmHA               100%

St. Croix II Limited Partnership Carib II
St. Croix, VI                 20                 347,680      347,680          1,383,580              FmHA               100%

Whispering Trace Apartments,
 A Limited Partnership
Whispering Trace
Woodstock, GA                 40               1,093,330    1,093,330          1,269,269              None                98%

Historic New Center Apartments
 Limited Partnership
New Center
Detroit, MI                  104               3,077,187    3,077,187          2,825,063            Section 8             73%

Huguenot Park Associates, L.P.
Huguenot Park
New Paltz, NY                 24                 982,358      982,358          1,400,000              None               100%

Cobblestone Place Townhomes,
 A Limited Partnership
Hillwood Pointe
Jacksonville, FL             100               2,356,133    2,356,133          2,697,978              None                93%

Kensington Place Townhomes,
 A Limited Partnership
Pinewood Pointe
Jacksonville, FL             136               3,153,173    3,153,173          3,652,985              None                90%

</TABLE>

<PAGE>


<TABLE>
<CAPTION>


                                              Capital Contributions
                                            Total           Paid         Mortgage loans                             Occupancy
Local Limited Partnership     Number      Committed at     through         payable at               Type               At
Property Name                   Of          March 31,      March 31,       December 31,               of             March 31,
Property Location           Apt. Units        2004           2004             2003                Subsidy*            2004
--------------------------- ----------- ----------------- --------------- ----------------     -------------    ----------------

Westgate Apartments Limited
 Partnership
Westgate
<S>                           <C>                <C>           <C>             <C>                                        <C>
Bismark, ND                   60                 935,893       935,893         1,516,034              None                97%

Woodlake Hills Limited
 Partnership
Woodlake Hills
Pontiac, MI                  144               4,154,667     4,154,667         3,583,177              None                90%

Bixel House, a California
 Limited Partnership
Bixel House
Los Angeles, CA               76                 710,677       710,677           602,536            Section 8             91%

Harmony Apartments, a California
 Limited Partnership
Magnolia Villas
North Hollywood, CA           65               3,203,996     3,203,996         2,841,429              None               100%

Schumaker Place Associates, L.P.
Schumaker Place
Salisbury, MD                 96               2,910,453     2,910,453         2,811,106              None                95%

Circle Terrace Associates Limited
 Partnership
Circle Terrace
Lansdowne, MD                303               5,811,237     5,811,237         7,137,240            Section 8             97%
                           -------            ------------  ------------   -------------
                           2,357            $ 55,397,698   $ 55,397,698    $  78,673,422
                          =======            ============  ============    =============

</TABLE>


<PAGE>



*  FmHA          This subsidy,  which is authorized  under Section 515 of the
                 Housing Act of 1949, can be one or a combination  of different
                 types of  financing.  For  instance,  FmHA  may  provide:  1)
                 direct below-market-rate  mortgage loans for rural rental
                 housing;  2) mortgage interest subsidies which effectively
                 lower  the  interest  rate of the loan to 1%;  3) a  rental
                 assistance  subsidy  to tenants  which  allows  them to pay no
                 more  than 30% of their  monthly  income  as rent with the
                 balance paid by the federal government; or 4) a combination of
                 any of the above.

   Section       8 This subsidy, which is authorized under Section 8 of Title
                 II of the Housing and Community Development Act of 1974,
                 allows qualified low-income tenants to pay 30% of their
                 monthly income as rent with the balance paid by the federal
                 government.

                  (1) On January 1, 1994, Lorne Park merged into Strathern Park
                      in a business combination accounted for as a pooling of
                      interests. Lorne Park's total assets, liabilities and
                      partners' equity were combined with Strathern Park at
                      their existing book value, and neither partnership
                      recognized a gain or loss on the merger.

(2) The Partnership no longer has an interest in this Local Limited Partnership.



<PAGE>


Two Local Limited Partnerships invested in by the Partnership, Strathern
Park/Lorne Park, a California Limited Partnership, and Circle Terrace Associates
Limited Partnership, represent more than 10% of the total capital contributions
made to Local Limited Partnerships by the Partnership.

The Partnership does not guarantee any of the mortgages or other debt of the
Local Limited Partnerships.

Duration of leases for occupancy in the Properties described above is generally
six to twelve months. The Managing General Partner believes the Properties
described herein are adequately covered by insurance.

Additional information required under this Item, as it pertains to the
Partnership, is contained in Items 1, 6 and 7 of this Report.

Item 3.  Legal Proceedings

The Partnership is not a party to any pending legal or administrative
proceeding, and to the best of its knowledge, no legal or administrative
proceeding is threatened or contemplated against it.

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

None.

                                     PART II


Item 5.  Market for the Registrant's Units and Related Security Holder Matters

There is no public market for the Units, and it is not expected that a public
market will develop. If a Limited Partner desires to sell Units, the buyer of
those Units will be required to comply with the minimum purchase and retention
requirements and investor suitability standards imposed by applicable federal or
state securities laws and the minimum purchase and retention requirements
imposed by the Partnership. The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers, will be subject
to negotiation by the Limited Partner seeking to sell his Units. Units will not
be redeemed or repurchased by the Partnership.

The Partnership Agreement does not impose on the Partnership or its General
Partners any obligation to obtain periodic appraisals of assets or to provide
Limited Partners with any estimates of the current value of Units.

As of March 31, 2004, there were 3,146 record holders of Units of the
Partnership.

Cash distributions, when made, are paid annually. No cash distributions were
paid for the years ended March 31, 2004 and 2003.

Item 6.  Management's Discussion and Analysis of Financial Condition and
Results of Operations
-------------------------------------------------------------------------------

Executive Level Overview

The Partnership was formed on June 16, 1989 under the laws of the State of
Massachusetts for the primary purpose of investing, as a limited partner, in
Local Limited Partnerships, some of which own and operate apartment complexes
benefiting from some form of federal, state or local assistance, and each of
which qualifies for low-income housing tax credits. The Partnership's objectives
are to: (i) provide current tax benefits in the form of tax credits which
qualified investors may use to offset their federal income tax liability; (ii)
preserve and protect the Partnership's capital; (iii) provide limited cash
distributions which are not expected to constitute taxable income during
Partnership operations; and (iv) provide cash distributions from sale or
refinancing transactions.

The Partnership's investment portfolio consists of limited partnership interests
in twenty-six Local Limited Partnerships, each of which owns and operates a
multi-family apartment complex and each of which has generated Tax Credits.
Since inception, the Partnership has generated Tax Credits, net of recapture, of
approximately $1,512 per Limited Partner Unit, with an immaterial amount of Tax
Credits expected to be generated from 2004 through 2008. The aggregate amount of
Tax Credits generated by the Partnership is consistent with the objective
specified in the Partnership's prospectus.

Properties that receive low income housing Tax Credits must remain in compliance
with rent restriction and set-aside requirements for at least 15 years from the
date the Property is completed (the "Compliance Period"). Failure to do so would
result in the recapture of a portion of the Property's Tax Credits. Between 2004
and continuing through 2008, the Compliance Period of the twenty-six Properties
in which the Partnership has an interest will expire. The Managing General
Partner has negotiated agreements that will ultimately allow the Partnership to
dispose of its interest in seven Local Limited Partnerships. It is unlikely that
the disposition of any of these Local Limited Partnership interests will
generate any material cash distributions to the Partnership.

The Managing General Partner will continue to closely monitor the operations of
the Properties during the Compliance Period and will formulate disposition
strategies with respect to the Partnership's remaining Local Limited Partnership
interests. It is unlikely that the Managing General Partner's efforts will
result in the Partnership disposing of all of its remaining Local Limited
Partnership interests concurrently with the expiration of each Property's
Compliance Period. The Partnership shall dissolve and its affairs shall be wound
up upon the disposition of the final Local Limited Partnership interest and
other assets of the Partnership. Investors will continue to be Limited Partners,
receiving K-1s and quarterly and annual reports, until the Partnership is
dissolved.

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

Other Development

During the year ended March 31, 2004, Lend Lease Real Estate Investments, Inc.
sold its interest in, and association with, the General Partner and its
affiliated business unit, Housing and Community Investing ("HCI"), to Municipal
Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of
originating, servicing and investing in multi-family housing. HCI was combined
with Muni Mae's Midland subsidiary to operate under the name MMA Financial, LLC.

Critical Accounting Policies

The Partnership's accounting policies include those that relate to its
recognition of investments in Local Limited Partnerships using the equity method
of accounting. The Partnership's policy is as follows:

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting because the Partnership does not have control
over the major operating and financial policies of the Local Limited
Partnerships in which it invests. Under the equity method, the investment is
carried at cost, adjusted for the Partnership's share of net income or loss and
for cash distributions from the Local Limited Partnerships; equity in income or
loss of the Local Limited Partnerships is included currently in the
Partnership's operations. Under the equity method, a Local Limited Partnership
investment will not be carried below zero. To the extent that equity in losses
are incurred when the Partnership's carrying value of the respective Local
Limited Partnership has been reduced to a zero balance, the losses will be
suspended and offset against future income. Income from Local Limited
Partnerships, where cumulative equity in losses plus cumulative distributions
have exceeded the total investment in Local Limited Partnerships, will not be
recorded until all of the related unrecorded losses have been offset. To the
extent that a Local Limited Partnership with a carrying value of zero
distributes cash to the Partnership, that distribution is recorded as income on
the books of the Partnership and is included in "Other Revenue" in the
accompanying financial statements.

The Partnership has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
investment is analyzed to consider the Partnership's ability to recover its
carrying value. If an other than temporary impairment in carrying value exits, a
provision to write down the asset to fair value will be recorded in the
Partnership's financial statements.

Accounting Standard Update

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 FIN46R in order to address
certain technical and implementation issues, requires the Partnership to
consider consolidation or provide additional disclosures of financial
information for Local Limited Partnerships meeting the definition of a Variable
Interest Entity ("VIE"). The Partnership is required to apply the Interpretation
to the Local Limited Partnerships meeting the definition of a VIE on December
31, 2004.

This Interpretation would require consolidation by the Partnership of certain
Local Limited Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the Partnership was the "Primary Beneficiary". Minority interests may be
recorded for the Local Limited Partnerships' ownership share attributable to
other investors. Where consolidation of Local Limited Partnerships is not
required, additional financial information disclosures of Local Limited
Partnerships may be required. The Partnership has assessed the potential
consolidation effects of the Interpretation and preliminarily concluded that it
is not the Primary Beneficiary of any of the Local Limited Partnerships that
meet the definition of a VIE. Prior to the effective date of FIN 46, the
Partnership is required to disclose its maximum exposure to economic and
financial statement losses as a result of its involvement with the VIEs. The
Partnership's exposure to economic and financial statement losses from the VIEs
is limited to its investment in the VIEs ($9,894,094 at March 31, 2004).

Liquidity and capital resources

At March 31, 2004, the Partnership had cash and cash equivalents of $3,037,678,
compared with $2,655,838 at March 31, 2003. The increase is attributable to
proceeds from maturities of marketable securities and cash distributions
received from Local Limited Partnerships, partially offset by cash used for
operating activities and advances made to one Local Limited Partnership.

The Managing General Partner initially designated 4% of the Gross Proceeds as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At March 31, 2004, approximately $2,130,000 of cash, cash
equivalents and marketable securities has been designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $223,000 have been paid from Reserves. To date, Reserve funds in
the amount of approximately $128,000 also have been used to make additional
capital contributions to one Local Limited Partnership. In the event a Local
Limited Partnership encounters operating difficulties requiring additional
funds, the Partnership's management might deem it in its best interest to
voluntarily provide such funds in order to protect its investment. As of March
31, 2004, the Partnership has advanced approximately $276,000 to Local Limited
Partnerships to fund operating deficits.

The Managing General Partner believes that the investment income earned on the
Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the
Partnership's ongoing operations. Reserves may be used to fund Partnership
operating deficits, if the Managing General Partner deems funding appropriate.
If Reserves are not adequate to cover the Partnership's operations, the
Partnership will seek other financing sources including, but not limited to, the
deferral of Asset Management Fees paid to an affiliate of the Managing General
Partner or working with Local Limited Partnerships to increase cash
distributions.

Since the Partnership invests as a limited partner, the Partnership has no
contractual duty to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, as of March 31, 2004, the Partnership had
no contractual or other obligation to any Local Limited Partnership which had
not been paid or provided for.

Cash distributions

No cash distributions to Limited Partners were made during the two years ended
March 31, 2004. It is not expected that cash available for distribution, if any,
will be significant during the 2004 calendar year. Based on the results of 2003
Property operations, the Local Limited Partnerships are not expected to
distribute significant amounts of cash to the Partnership because such amounts
will be needed to fund Property operating costs. In addition, many of the
Properties benefit from some type of federal or state subsidy and, as a
consequence, are subject to restrictions on cash distributions.

Results of operations

The Partnership's results of operations for the year ended March 31, 2004
resulted in a net loss of $1,681,771 as compared to a net loss of $2,160,303 for
the same period in 2003. The decrease in net loss is primarily attributable to
decreases in equity in losses of Local Limited Partnerships, a decrease in
provision for valuation of investments in Local Limited Partnerships, and a
decrease in general and administrative expenses. The effects were partially
offset by a decrease in investment income and an increase in provision for
valuation of advances of Local Limited Partnerships. Equity in losses of Local
Limited Partnerships decreased primarily due to an increase in unrecognized
losses for Local Limited Partnerships whose carrying values have been reduced to
zero. The decrease in general and administrative expenses is primarily due to
decreased charges from an affiliate of the General Partner for administrative
expenses necessary for the operation of the Partnership. The decrease in
investment income is due to a decrease in the average balance of funds held for
investment and losses realized by the Partnership on maturities of marketable
securities. The increase in provision for valuation of advances to Local Limited
Partnerships is the result of a reserve for advances made to one Local Limited
Partnership during the current year.

Low-income housing tax credits

The 2003 and 2002 Tax Credits per Unit were $1.69 and $28.45, respectively. The
Tax Credit per Limited Partner stabilized at approximately $150.00 per Unit in
1993. The credits have decreased significantly as a number of Properties have
reached the end of the ten year credit period. However, because the Compliance
Periods extend significantly beyond the Tax Credit periods, the Partnership
intends to hold its interests in the Local Limited Partnerships for the
foreseeable future.

Property discussions

A majority of the Properties in which the Partnership has an interest have
stabilized operations and operate above break-even. A few Properties generate
cash flow deficits that the Local General Partners of those Properties fund
through project expense loans, subordinated loans or operating escrows. However,
some Properties have had persistent operating difficulties that could either: i)
have an adverse impact on the Partnership's liquidity; ii) result in their
foreclosure; or iii) result in the Managing General Partner deeming it
appropriate for the Partnership to dispose of its interest in the Local Limited
Partnership prior to the expiration of the Compliance Period. Also, the Managing
General Partner, in the normal course of the Partnership's business, may arrange
for the future disposition of its interest in certain Local Limited
Partnerships. The following Property discussions focus only on such Properties.

As previously reported, the Local General Partner of Westover Station, located
in Newport News, Virginia, reached an agreement with the Property's lender to
refinance the debt on the Property. As part of the refinancing, which closed on
February 1, 2002, the Partnership received Sale or Refinancing Proceeds, as
defined in the Local Limited Partnership Agreement, of approximately $668,000.
The Managing General Partner, on behalf of the Partnership, also negotiated an
agreement with the Local General Partner that will allow the Partnership to
dispose of its interest in the Property after the end of its Compliance Period,
which is December 2006.

As previously reported, New Center, located in Detroit, Michigan, has
experienced operating difficulties for several years. The Property suffers from
poor location and security issues. Vandalism has caused an increase in
maintenance and repair expenses and has negatively affected the Property's
occupancy levels and tenant profile. Efforts to increase curb appeal and
increase qualified tenant traffic have not materially improved occupancy.
Advances from the Local General Partner and the Partnership have enabled the
Property to remain current on its mortgage obligations. The Managing General
Partner will continue to closely monitor the site manager's efforts to improve
Property operations; however, due to the Property's continuing struggles, the
Managing General Partner is concerned about its long-term viability. Due to
these concerns, the Managing General Partner believes it is in the best interest
of the Property to replace the Local General Partner. Accordingly, the Managing
General Partner has been working with the Local General Partner to identify an
acceptable replacement. A replacement was identified and executed the necessary
documents to become the replacement Local General Partner. However, the
replacement Local General Partner was awaiting the receipt of funds from the
Detroit Housing Commission it expected to obtain during the first quarter of
2004 to contribute into the Local Limited Partnership prior to affecting the
transfer. These funds have been received and the replacement of the Local
General Partner is expected to occur in the second quarter of 2004. The
replacement Local General Partner will provide to the Partnership a Put Option
Agreement that allows for the transfer of the Partnership's interest to the
replacement Local General Partner for a nominal amount after the Property's
Compliance Period ends on December 31, 2006.

As previously reported regarding Park Century (a/k/a Westgate), located in
Bismark, North Dakota, in order to protect the remaining Tax Credits generated
by the Property, the Managing General Partner consummated the transfer of 50% of
the Partnership's capital and profits in the Local Limited Partnership to an
affiliate of the Local General Partner in November 1997. The Managing General
Partner also had the right to transfer the Partnership's remaining interest to
the Local General Partner any time after one year from the initial transfer.
However, due to subsequent transfers by the Local General Partner of its
interest in the Property, the date on which the Managing General Partner had the
right to transfer the remaining interest did not occur until December 1, 2001.
The agreement allowed the Partnership to retain its full share of the Property's
Tax Credits until such time as the remaining interest is put to the new Local
General Partner. The Property generated its last Tax Credits during 2001. The
new Local General Partner also has the right to call the remaining interest
after the Compliance Period has expired.

As previously reported, in April 2000, a replacement site management company was
brought in to manage operations at Carib II and Carib III, located in St. Croix,
Virgin Islands. The replacement site management company stated its desire to
purchase the General and Limited Partner interests in the Properties and,
effective January 1, 2001, assumed the Local General Partner interest in the
Properties. Furthermore, the Managing General Partner negotiated a plan that
ultimately transfers the Partnership's interest in the Properties to the new
Local General Partner. The plan includes provisions to minimize the risk of
recapture.

As previously reported, a Property adjacent to Whispering Trace, located in
Woodstock, Georgia, began operations during 2001. Although the Property had
difficulties in completing initial lease-up due to a lack of qualified tenants,
its superior amenities and curb appeal provide a competitive advantage over
Whispering Trace. Other Tax Credit Properties as well as entry-level homes in
the area further increase competition for tenants. In addition, local employers
have had layoffs, forcing some tenants to leave the area in search of
employment. As a result, occupancy at Whispering Trace has declined. The
Property has incurred significant capital expenditures in order to remain
competitive in the marketplace. As a result, debt service coverage is below
appropriate levels. It may become necessary for the Managing General Partner to
use some of the Partnership's Reserves to fund operating deficits. However, to
date, advances from the Local General Partner have allowed the Property to
remain current on its debt obligations.

As previously reported, the Managing General Partner negotiated an agreement
with an unaffiliated entity to have the ability to transfer the Partnership's
interest to an unaffiliated entity or its designee with respect to Cedar Lane I,
located in London, Kentucky, and Silver Creek II, located in Berea, Kentucky.
These Properties share a common Local General Partner. The Managing General
Partner has the right to put its interest in either of the Properties at any
time in exchange for a Contingent Note that grants the Partnership 50% of all
future net cash receipts from such Local Limited Partnership interest.

Inflation and other economic factors

Inflation had no material impact on the operations or financial condition of the
Partnership for the years ended March 31, 2004 and 2003.

Since most of the Properties benefit from some form of government assistance,
the Partnership is subject to the risks inherent in that area including
decreased subsidies, difficulties in finding suitable tenants and obtaining
permission for rent increases. In addition, any Tax Credits allocated to
investors with respect to a Property are subject to recapture to the extent that
the Property or any portion thereof ceases to qualify for the Tax Credits.

Certain Properties in which the Partnership has invested may be located in areas
suffering from poor economic conditions. Such conditions could have an adverse
effect on rent or occupancy levels at such Properties. Nevertheless, the
Managing General Partner believes that the generally high demand for below
market rate housing will tend to negate such factors. However, no assurance can
be given in this regard.

Item 7.  Financial Statements and Supplementary Data

Information required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.

Item 8.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
--------------------------------------------------------------------------

None.

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

The Managing General Partner of the Partnership is Arch Street VIII, Inc., a
Massachusetts corporation (the "Managing General Partner"), an affiliate of MMA
Financial, LLC. The Managing General Partner was incorporated in June 1989. The
Investment Committee of the Managing General Partner approved all investments.
The names and positions of the principal officers and the directors of the
Managing General Partner are set forth below.

     Name                         Position

Jenny Netzer          Executive Vice President, Tax Credit Equity Group
Michael H. Gladstone Principal, Member

The other  General  Partner of the  Partnership  is Arch  Street V Limited
Partnership,  a  Massachusetts  limited partnership  ("Arch  Street  L.P.")
that was  organized  in June 1989.  Arch Street,  Inc. is the managing  general
partner of Arch Street L.P.

The Managing General Partner provides day-to-day management of the Partnership.
Compensation is discussed in Item 10 of this report. Such day-to-day management
does not include the management of the Properties.

The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.

Jenny Netzer, age 48, Executive Vice President, Tax Credit Equity Group - Ms.
Netzer is responsible for tax credit investment programs to institutional
clients. She joined MMA Financial, LLC as a result of the Boston Financial and
subsequent Lend Lease HCI acquisitions, starting with Boston Financial in 1987
and leading Boston Financials new business initiatives and managing the firm's
Asset Management division. Prior to joining Boston Financial, Ms. Netzer served
as Deputy Budget Director for the Commonwealth of Massachusetts where she was
responsible for the Commonwealth's health care and public pension program's
budgets. Ms. Netzer also served as Assistant Controller at Yale University, was
a former member of Watertown Zoning Board of Appeals, the Officer of Affordable
Housing Tax Credit Coalition and a frequent speaker on affordable housing and
tax credit industry issues. Ms. Netzer is a graduate of Harvard University (BA)
and Harvard's Kennedy School of Government (MPP).

Michael H. Gladstone, age 47, Principal, Member - Mr. Gladstone is responsible
for capital transactions work in the Asset Management group of MMA Financial,
LLC. He joined MMA Financial, LLC as a result of the Boston Financial and Lend
Lease HCI acquisitions, starting with Boston Financial in 1985 as the firm's
General Counsel. Prior to joining Boston Financial, Mr. Gladstone was associated
with the law firm of Herrick & Smith and served on the advisory board of the
Housing and Development Reporter. Mr. Gladstone lectured at Harvard University
on affordable housing matters and is a member of the National Realty Committee,
Cornell Real Estate Council, National Association of Real Estate Investment
Managers and Massachusetts Bar. Mr. Gladstone is a graduate of Emory University
(BA) and Cornell University (J.D. & MBA).

Item 10.  Management Remuneration

Neither the directors nor officers of Arch Street VIII, Inc., the partners of
Arch Street L.P. nor any other individual with significant involvement in the
business of the Partnership receives any current or proposed remuneration from
the Partnership.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2004, the following is the only entity known to the Partnership
to be the beneficial owner of more than 5% of the total number of Units
outstanding:

                                                       Amount
 Title of       Name and Address                     Beneficially   Percent of
  Class       of Beneficial Owner                       Owned        Class
 ---------      -------------------                 -------------    ----------

  Limited     Oldham Institutional Tax Credits LLC    8,024 Units      11.64%
  Partner     101 Arch Street
              Boston, MA

Oldham Institutional Tax Credits LLC is an affiliate of Arch Street VIII, Inc.,
the Managing General Partner.

The equity securities registered by the Partnership under Section 12(g) of the
Act of 1934 consist of 100,000 Units, 68,929 of which had been sold to the
public as of March 31, 2004. The remaining Units were deregistered in
Post-Effective Amendment No. 6, dated January 21, 1992, and herein incorporated
by this reference. Holders of Units are permitted to vote on matters affecting
the Partnership only in certain unusual circumstances and do not generally have
the right to vote on the operation or management of the Partnership.

Arch Street L.P. owns five (unregistered) Units not included in the 68,929 Units
sold to the public. Additionally, five registered Units were sold to an employee
of an affiliate of the Managing General Partner of the Registrant. Such Units
were sold at a discount of 7% of the Unit price for a total discount of $350 and
a total purchase price of $4,650.

Except as described in the preceding paragraphs, neither Arch Street VIII, Inc.,
Arch Street L.P., MMA Financial, LLC nor any of their executive officers,
directors, partners or affiliates is the beneficial owner of any Units. None of
the foregoing persons possesses a right to acquire beneficial ownership of
Units.

The Partnership does not know of any existing arrangement that might at a later
date result in a change in control of the Partnership.


Item 12.  Certain Relationships and Related Transactions

The Partnership paid certain fees to and reimbursed certain expenses of the
Managing General Partner or its affiliates in connection with the organization
of the Partnership and the offering of Units. The Partnership was also required
to pay certain fees to and reimburse certain expenses of the Managing General
Partner or its affiliates in connection with the administration of the
Partnership and its acquisition and disposition of investments in Local Limited
Partnerships. In addition, the General Partners are entitled to certain
Partnership distributions under the terms of the Partnership Agreement. Also, an
affiliate of the General Partners will receive up to $10,000 from the sale or
refinancing proceeds of each Local Limited Partnership if it is still a limited
partner at the time of such a transaction. All such fees, expenses and
distributions are more fully described in the sections of the Prospectus
entitled "Estimated Use of Proceeds", "Management Compensation and Fees" and
"Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions". Such
sections are incorporated herein by reference.

The Partnership is permitted to enter into transactions involving affiliates of
the Managing General Partner, subject to certain limitations established in the
Partnership Agreement.

Information regarding the fees paid and expenses reimbursements made in the two
years ended March 31, 2004 is presented as follows:

Organizational fees and expenses

In accordance with the Partnership Agreement, the Partnership was required to
pay certain fees to and reimburse expenses of the General Partners and others in
connection with the organization of the Partnership and the offering of its
Limited Partnership Units. Selling commissions, fees and accountable expenses
related to the sale of the Units totaling $9,499,985 have been charged directly
to Limited Partners' equity. In connection therewith, $5,858,935 of selling
expenses and $3,641,050 of offering expenses incurred on behalf of the
Partnership have been paid to an affiliate of the General Partners. The
Partnership was required to pay a non-accountable expense allowance for
marketing expenses equal to a maximum of 1% of Gross Proceeds; this is included
in total offering expenses. The Partnership has capitalized an additional
$50,000 which was reimbursed to an affiliate of the General Partners. These
costs are fully amortized as of March 31, 2004. Total organizational and
offering expenses, exclusive of selling commissions, did not exceed 5.5% of
Gross Proceeds and organizational and offering expenses, inclusive of selling
commissions did not exceed 14.0% of the Gross Proceeds. No organizational fees,
expenses or selling expenses were paid during the two years ended March 31,
2004.

Acquisition fees and expenses

In accordance with the Partnership Agreement, the Partnership was required to
pay acquisition fees to and reimburse acquisition expenses of the Managing
General Partner or its affiliates for selecting, evaluating, structuring,
negotiating and closing the Partnership's investments in Local Limited
Partnerships. Acquisition fees totaled 7% of the Gross Proceeds. Acquisition
expenses, which include such expenses as legal fees and expenses, travel and
communications expenses, costs of appraisals, accounting fees and expenses, were
expected to total 1.5% of the Gross Proceeds. As of March 31, 2004, acquisition
fees totaling $4,825,005 for the closing of the Partnership's Local Limited
Partnership Investments have been paid to an affiliate of the Managing General
Partner. Acquisition expenses totaling $899,430 at March 31, 2004 were incurred
and have been reimbursed to an affiliate of the Managing General Partner. No
acquisition fees or expenses were paid during the two years ended March 31,
2004.

Asset management fees

In accordance with the Partnership Agreement, an affiliate of the Managing
General Partner is paid an Asset Management Fee for services in connection with
the administration of the affairs of the Partnership. The affiliate currently
receives the base amount of 0.275% (as adjusted by the CPI factor) of Gross
Proceeds annually as the Asset Management Fee. Asset Management Fees incurred in
each of the two years ended March 31, 2004 are as follows:
<TABLE>
<CAPTION>

                                                                                    2004           2003
                                                                                ----------     -------------

<S>                                                                             <C>            <C>
   Asset management fees                                                        $  269,993     $     263,994

</TABLE>
Salaries and benefits expense reimbursements

An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries and benefits expenses. The reimbursements are based upon
the size and complexity of the Partnership's operations. Reimbursements paid or
payable in each of the two years ended March 31, 2004 are as follows:
<TABLE>
<CAPTION>


                                                                                    2004           2003
                                                                                ----------     -------------

<S>                                                                             <C>            <C>
   Salaries and benefits                                                        $  233,214     $     298,426

</TABLE>

Cash distributions paid to the General Partners

In accordance with the Partnership Agreement,  the General Partners of the
Partnership,  Arch Street VIII, Inc. and Arch Street  L.P.,  receive 1% of cash
distributions  paid to  partners.  No cash  distributions  were paid to the
General Partners in the two years ended March 31, 2004.

Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to MMA Financial, LLC and its affiliates for the two
years ended March 31, 2004 is presented in Note 5 to the Financial Statements.

Item 13.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a) Documents filed as a part of this Report

In response to this portion of Item 13, the financial statements and the
auditors' report relating thereto are submitted as a separate section of this
Report. See Index to the Financial Statements on page F-1 hereof.

All other financial statement schedules and exhibits for which provision is made
in the applicable accounting regulations of the Securities and Exchange
Commission are not required under related instructions or are inapplicable and
therefore have been omitted.

(b)  Exhibits

31.1 Certification of Principal Executive Officer pursuant to section 302 of the
     Sarbanes-Oxley Act of 2002
31.2 Certification of Principal Financial Officer pursuant to section 302 of the
     Sarbanes-Oxley Act of 2002
32.1 Certification of Principal Executive Officer and Principal Financial
     Officer pursuant to section 906 of the Sarbanes-Oxley Act of 2002

(c) Reports on Form 8-K

     No Reports on Form 8-K were filed during the year ended March 31, 2004.


Item 14.   Principal Accountant Fees and Services

The Partnership paid fees for services rendered by the principal accountant for
the two years end March 31, 2004 as follows:
<TABLE>
<CAPTION>
                                                                2004              2003
                                                              ---------         --------

<S>                                                           <C>               <C>
     Audit fees                                               $  21,540         $ 18,648
     Tax fees                                                 $   1,850         $  2,111
</TABLE>

No other fees were paid to the principal accountants during the two years ended
March 31, 2004.


<PAGE>



                             CONTROLS AND PROCEDURES



Controls and Procedures

Based on the Partnership's evaluation within 120 days prior to filing this Form
10-KSB/A, the Partnership's director has concluded that the Partnership's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports that the Partnership files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms.

There have been no significant changes in the Partnership's internal controls or
in other factors that could significantly affect those controls subsequent to
the date of their evaluation.


<PAGE>


                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

     BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V

     By:   Arch Street VIII, Inc.
           its Managing General Partner


     By:   /s/Jenny Netzer                        Date:    September 5, 2006
           -----------------------------------             -----------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC


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

     By:   /s/Jenny Netzer                     Date:    September 5, 2006
           -----------------------------------           -----------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC


     By:   /s/Michael H. Gladstone               Date:    September 5, 2006
           -----------------------------                  -----------------
           Michael H. Gladstone
           Principal
           MMA Financial, LLC










<page>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                         Annual Report on Form 10-KSB/A
                        For The Year Ended March 31, 2004
                                      Index

<TABLE>
<CAPTION>


                                                                              Page No.

Report of Independent Registered Public Accounting Firm
<S>                                                                             <C>
    For the years ended March 31, 2004 and 2003                                 F-2

Financial Statements

    Balance Sheet - March 31, 2004                                              F-3

    Statements of Operations - For the years ended
       March 31, 2004 and 2003                                                  F-4

    Statements of Changes in Partners' Equity (Deficiency) -
       For the years ended March 31, 2004 and 2003                              F-5

    Statements of Cash Flows - For the years ended
       March 31, 2004 and 2003                                                  F-6

    Notes to the Financial Statements                                           F-7

</TABLE>

<PAGE>


             Report of Independent Registered Public Accounting Firm



To the Partners of
Boston Financial Qualified Housing Tax Credits L.P. V:

In our opinion, the accompanying balance sheet and the related statements of
operations, changes in partners' equity (deficiency) and cash flows present
fairly, in all material respects, the financial position of Boston Financial
Qualified Housing L.P. V (the "Partnership") at March 31, 2004, and the results
of its operations and its cash flows for each of the two years in the period
ended March 31, 2004 in conformity with accounting principles generally accepted
in the United States of America. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our previously issued report on the Partnership's balance sheet and the
related statements of operations, changes in partners' equity (deficiency) and
cash flows at March 31, 2004 and the results of its operations and its cash
flows for each of the two years in the period ended March 31, 2004, we made
reference to the reports of other auditors with respect to the financial
statements of Woodlake Hills Limited Partnership, Cedar Lane I, Limited,
Brookwood L.D.H.A., The Oaks of Dunlop Farms, L.P., Timothy House Limited
Partnership, Westover Station Associates, L.P., Whispering Trace Apartments, A
Limited Partnership, Huguenot Park Associates, L.P., Cobblestone Place
Townhomes, A Limited Partnership, Kensington Place Townhomes, A Limited
Partnership, Bixel House, A California Limited Partnership, Harmony Apartments,
A California Limited Partnership, Schumaker Place Associates, L.P. and Circle
Terrace Associates Limited Partnership as of and for the year ended March 31,
2004 and Woodlake Hills Limited Partnership, Maiden Choice Limited Partnership,
Cedar Lane I, Limited, Tompkins/Rosecliff, Limited, Brookwood L.D.H.A., The Oaks
of Dunlop Farms, L.P., Timothy House Limited Partnership, Westover Station
Associates, L.P., Whispering Trace Apartments, A Limited Partnership, Historic
New Center Apartments Limited Partnership, Huguenot Park Associates, L.P.,
Cobblestone Place Townhomes, A Limited Partnership, Bixel House, A California
Limited Partnership, Harmony Apartments, a California Limited Partnership,
Schumaker Place Associates, L.P. and Circle Terrace Associates Limited
Partnership as of and for the year ended March 31, 2003. Those statements were
audited by other auditors, whose reports thereon had been furnished to us, and
our previous opinion expressed, insofar as it related to the Partnership's
financial statement amounts for these entities, was based solely on the reports
of the other auditors. Our current report no longer includes a reference to
other auditors.


/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
June 24, 2004, except for the reference to other auditors described in the
second paragraph above, as to which the date is May 18, 2006


<PAGE>


              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                                  BALANCE SHEET
                                 March 31, 2004


<TABLE>
<CAPTION>


Assets

<S>                                                                                          <C>
Cash and cash equivalents                                                                    $   3,037,678
Restricted cash (Note 6)                                                                            80,651
Marketable securities, at fair value (Note 3)                                                       32,290
Investments in Local Limited Partnerships (Note 4)                                               9,894,094
Other assets                                                                                           613
                                                                                             -------------
   Total Assets                                                                              $  13,045,326
                                                                                             =============

Liabilities and Partners' Equity

Due to affiliate (Note 5)                                                                    $      68,454
Accrued expenses                                                                                    25,088
Deferred revenue (Note 6)                                                                           80,651
                                                                                             -------------
   Total Liabilities                                                                               174,193
                                                                                             -------------

General, Initial and Investor Limited Partners' Equity                                          12,870,314
Net unrealized gains on marketable securities                                                          819
                                                                                             -------------
   Total Partners' Equity                                                                       12,871,133
                                                                                             -------------
   Total Liabilities and Partners' Equity                                                    $  13,045,326
                                                                                             =============

</TABLE>

The accompanying notes are an integral part of these financial statements.


<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                   For the Years Ended March 31, 2004 and 2003
<TABLE>
<CAPTION>



                                                                           2004                2003
                                                                       -------------      --------------
Revenue:
<S>                                                                    <C>                <C>
   Investment                                                          $      34,699      $       98,661
   Other                                                                     139,470             148,441
                                                                       -------------      --------------
     Total Revenue                                                           174,169             247,102
                                                                       -------------      --------------

Expenses:
   Asset management fees, affiliate (Note 5)                                 269,993             263,994
   Provision for valuation of advances to
       Local Limited Partnerships, net of recovery (Note 4)                   54,952              21,360
   Provision for valuation of investments in
     Local Limited Partnerships (Note 4)                                           -             156,556
   General and administrative
     (includes reimbursements to an affiliate
     of $233,214 and $298,426
     in 2004 and 2003, respectively) (Note 5)                                356,684             432,561
   Amortization                                                               18,419              20,675
                                                                       -------------      --------------
     Total Expenses                                                          700,048             895,146
                                                                       -------------      --------------

Loss before equity in losses of Local Limited
   Partnerships                                                             (525,879)           (648,044)

Equity in losses of Local Limited
   Partnerships (Note 4)                                                  (1,155,892)         (1,512,259)
                                                                       -------------      --------------

Net Loss                                                               $  (1,681,771)     $   (2,160,303)
                                                                       =============      ==============

Net Loss allocated:
   General Partners                                                    $     (16,818)     $      (21,603)
   Limited Partners                                                       (1,664,953)         (2,138,700)
                                                                       -------------      --------------
                                                                       $  (1,681,771)     $   (2,160,303)
                                                                       =============      ==============
Net Loss per Limited Partner
   Unit (68,929 Units)                                                 $      (24.15)     $       (31.03)
                                                                       =============      ==============

The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

             STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                   For the Years Ended March 31, 2004 and 2003
<TABLE>
<CAPTION>





                                                         Initial       Investor            Net
                                       General           Limited        Limited        Unrealized
                                       Partners          Partner        Partners         Gains             Total
                                      -----------      -------------- -----------      ---------       ---------------

<S>                                   <C>              <C>           <C>              <C>            <C>
Balance at March 31, 2002             $  (424,983)     $   5,000     $  17,132,371    $    25,150    $   16,737,538
                                      -----------      ---------     -------------    -----------    --------------

Comprehensive Loss:
   Change in net unrealized
     gains on marketable securities
     available for sale                         -              -                 -        (22,095)          (22,095)
   Net Loss                               (21,603)             -        (2,138,700)             -        (2,160,303)
                                      -----------      ---------     -------------    -----------    --------------
Comprehensive Loss                        (21,603)             -        (2,138,700)       (22,095)       (2,182,398)
                                      -----------      ---------     -------------    -----------    --------------

Balance at March 31, 2003                (446,586)         5,000        14,993,671          3,055        14,555,140
                                      -----------      ---------     -------------    -----------    --------------

Comprehensive Loss:
   Change in net unrealized
     gains on marketable securities
     available for sale                         -              -                 -         (2,236)           (2,236)
   Net Loss                               (16,818)             -        (1,664,953)             -        (1,681,771)
                                      -----------      ---------     -------------    -----------    --------------
Comprehensive Loss                        (16,818)             -        (1,664,953)        (2,236)       (1,684,007)
                                      -----------      ---------     -------------    -----------    --------------

Balance at March 31, 2004             $  (463,404)     $   5,000     $  13,328,718    $       819    $   12,871,133
                                      ===========      =========     =============    ===========    ==============

The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>


              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                           STATEMENTS OF CASH FLOWS
                   For the Years Ended March 31, 2004 and 2003


<TABLE>
<CAPTION>


                                                                           2004                2003
                                                                       -------------      --------------

Cash flows from operating activities:
<S>                                                                    <C>                <C>
   Net loss                                                            $  (1,681,771)     $   (2,160,303)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                        1,155,892           1,512,259
     Provision for valuation of advances to Local
       Limited Partnerships, net of recovery                                  54,952              21,360
     Provision for valuation of investments in
       Local Limited Partnerships                                                  -             156,556
     Amortization                                                             18,419              20,675
     Net (gain) loss on maturities of marketable securities                   16,477              (3,037)
     Cash distributions included in net loss                                 (89,140)            (96,812)
     Increase (decrease) in cash arising from changes
       in operating assets and liabilities:
       Restricted cash                                                        21,177              19,872
       Other assets                                                            8,036              16,869
       Due to affiliate                                                      (89,177)              3,485
       Accrued expenses                                                       (9,092)                823
       Deferred revenue                                                      (21,177)            (19,872)
                                                                       -------------      --------------
Net cash used for operating activities                                      (615,404)           (528,125)
                                                                       -------------      --------------

Cash flows from investing activities:
   Purchases of marketable securities                                              -          (1,070,000)
   Proceeds from maturities of marketable securities                         744,093           2,115,880
   Advances to Local Limited Partnerships                                    (59,952)            (21,360)
   Reimbursement of advances to Local Limited
     Partnerships                                                              5,000                   -
   Cash distributions received from Local Limited
     Partnerships                                                            308,103           1,035,693
                                                                       -------------      --------------
Net cash provided by investing activities                                    997,244           2,060,213
                                                                       -------------      --------------

Net increase in cash and cash equivalents                                    381,840           1,532,088

Cash and cash equivalents, beginning                                       2,655,838           1,123,750
                                                                       -------------      --------------

Cash and cash equivalents, ending                                      $   3,037,678      $    2,655,838
                                                                       =============      ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>


<PAGE>


               BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)
                       NOTES TO THE FINANCIAL STATEMENTS


1.   Organization

Boston Financial Qualified Housing Tax Credits L.P. V ("the Partnership") was
formed on June 16, 1989 under the laws of the State of Massachusetts for the
primary purpose of investing, as a limited partner, in other limited
partnerships ("Local Limited Partnerships"), some of which own and operate
apartment complexes benefiting from some form of federal, state or local
assistance, and each of which qualifies for low-income housing tax credits. The
Partnership's objectives are to: (i) provide current tax benefits in the form of
tax credits which qualified investors may use to offset their federal income tax
liability; (ii) preserve and protect the Partnership's capital; (iii) provide
limited cash distributions which are not expected to constitute taxable income
during Partnership operations; and (iv) provide cash distributions from sale or
refinancing transactions. The General Partners of the Partnership are Arch
Street VIII, Inc., a Massachusetts corporation, which serves as the Managing
General Partner, and Arch Street V Limited Partnership, a Massachusetts Limited
Partnership whose general partner consists of Arch Street V, Inc., which also
serves as the Initial Limited Partner. Both of the General Partners are
affiliates of MMA Financial, LLC ("MMA"). The fiscal year of the Partnership
ends on March 31.

During the year ended March 31, 2004, Lend Lease Real Estate Investments, Inc.
sold its interest in, and association with, the General Partner and its
affiliated business unit, Housing and Community Investing ("HCI"), to Municipal
Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of
originating, servicing and investing in multi-family housing. HCI was combined
with Muni Mae's Midland subsidiary to operate under the name MMA Financial, LLC.

The Partnership's partnership agreement (the "Partnership Agreement") authorized
the sale of up to 100,000 units of Limited Partnership Interest ("Units") at
$1,000 per Unit, adjusted for certain discounts. The Partnership raised
$68,928,650 ("Gross Proceeds"), net of discounts, through the sale of 68,929
Units. The offering of Units terminated on August 31, 1991.

Under the terms of the Partnership Agreement, the Partnership originally
designated 4% of the Gross Proceeds from the sale of Units as a reserve for
working capital of the Partnership and contingencies related to ownership of
Local Limited Partnership Interests. The Managing General Partner may increase
or decrease such amounts from time to time, as it deems appropriate. At March
31, 2004, the Managing General Partner has designated approximately $2,130,000
of cash and cash equivalents as such Reserve.

Generally, profits, losses, tax credits and cash flows from operations are
allocated 99% to the Limited Partners and 1% to the General Partners. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partners after certain priority payments. The
General Partner has an obligation to fund deficits in its capital account,
subject to limits set forth in the Partnership Agreement.

2.   Significant Accounting Policies

Cash Equivalents

Cash equivalents represent short-term, highly liquid instruments with original
maturities of 90 days or less. At times, cash and cash equivalents exceed
federally insurable limits. The Partnership mitigates this risk by investing in
major financial institutions.

Marketable Securities

The Partnership's marketable securities are classified as "Available for Sale"
securities and are reported at fair value as reported by the brokerage firm at
which the securities are held. All marketable securities have fixed maturities.
Realized gains and losses from the sales of securities are based on the specific
identification method. Unrealized gains and losses are excluded from earnings
and reported as a separate component of partners' equity.


<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Investments in Local Limited Partnerships

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting because the Partnership does not have control
over the major operating and financial policies of the Local Limited
Partnerships in which it invests. Under the equity method, the investment is
carried at cost, adjusted for the Partnership's share of net income or loss and
for cash distributions from the Local Limited Partnerships; equity in income or
loss of the Local Limited Partnerships is included currently in the Partnership
's operations. Under the equity method, a Local Limited Partnership investment
will not be carried below zero. To the extent that equity in losses are incurred
when the Partnership's carrying value of the respective Local Limited
Partnership has been reduced to a zero balance, the losses will be suspended and
offset against future income. Income from Local Limited Partnerships, where
cumulative equity in losses plus cumulative distributions have exceeded the
total investment in Local Limited Partnerships, will not be recorded until all
of the related unrecorded losses have been offset. To the extent that a Local
Limited Partnership with a carrying value of zero distributes cash to the
Partnership, that distribution is recorded as income on the books of the
Partnership and is included in "Other Revenue" in the accompanying financial
statements.

The Tax Credits generated by Local Limited Partnerships are not reflected on the
books of the Partnership as such credits are allocated to partners for use in
offsetting their Federal income tax liability.

Excess investment costs over the underlying net assets acquired have arisen from
acquisition fees paid and expenses reimbursed to an affiliate of the
Partnership. These fees and expenses are included in the Partnership's
investments in Local Limited Partnerships and are being amortized on a
straight-line basis over 35 years until a Local Limited Partnership's respective
investment balance has been reduced to zero.

The Partnership may provide advances to the Local Limited Partnerships to
finance operations or to make debt service payments. The Partnership assesses
the collectibility of any advances at the time the advance is made and records a
reserve if collectibility is not reasonably assured.

The Partnership does not guarantee any of the mortgages or other debt of the
Local Limited Partnerships.

The General Partners have decided to report the results of the Local Limited
Partnerships on a 90-day lag basis because the Local Limited Partnerships report
their results on a calendar year basis. Accordingly, the financial information
of the Local Limited Partnerships that is included in the accompanying financial
statements is as of December 31, 2003 and 2002.

The Partnership, as a limited partner in the Local Limited Partnerships, is
subject to risks inherent in the ownership of property which are beyond its
control, such as fluctuations in occupancy rates and operating expenses,
variations in rental schedules, proper maintenance and continued eligibility for
tax credits. If the cost of operating a Property exceeds the rental income
earned thereon, the Partnership may deem it in its best interest to voluntarily
provide funds in order to protect its investment.

The Partnership has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
investment is analyzed to consider the Partnership's ability to recover its
carrying value. If an other than temporary impairment in carrying value exists,
a provision to write down the asset to fair value will be recorded in the
Partnership's financial statements.


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Use of Estimates

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

Fair Value of Financial Instruments

Statements of Financial Accounting Standards No. 107 ("SFAS No. 107"),
Disclosures About Fair Value of Financial Instruments, requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is practicable to estimate that value. The scope of SFAS No. 107 excludes
certain financial instruments, such as trade receivables and payables when the
carrying value approximates the fair value and investments accounted for under
the equity method, and all nonfinancial assets, such as real property. Unless
otherwise described, the fair values of the Partnership's assets and liabilities
which qualify as financial instruments under SFAS No. 107 approximate their
carrying amounts in the accompanying balance sheets.

Income Taxes

No provision for income taxes has been made as the liability for such taxes is
an obligation of the partners of the Partnership.
<TABLE>
<CAPTION>

3.       Marketable Securities

A summary of marketable securities is as follows:
                                                                      Gross          Gross
                                                                  Unrealized      Unrealized       Fair
                                                      Cost            Gains          Losses         Value

<S>                                               <C>             <C>             <C>           <C>
Mortgage backed securities                        $     31,471    $       819     $         -   $     32,290
                                                  ------------    -----------     -----------   ------------

Marketable securities at March 31, 2004           $     31,471    $       819     $         -   $     32,290
                                                  ============    ===========     ===========   ============

The contractual maturities at March 31, 2004 are as follows:
                                                                                                Fair
                                                                            Cost                Value

Mortgage backed securities                                               $    31,471         $    32,290
                                                                         ===========         ============
</TABLE>

Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the maturities of
marketable securities were approximately $744,000 and $2,116,000 during the
years ended March 31, 2004 and 2003, respectively. Included in investment income
are gross gains of $1,277 and $4,121 and gross losses of $17,754 and $1,084 that
were realized on the maturities during the years ended March 31, 2004 and 2003,
respectively.


<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4.   Investments in Local Limited Partnerships

The Partnership has limited partnership interests in twenty-six Local Limited
Partnerships which were organized for the purpose of owning and operating
multi-family housing complexes, most of which are government-assisted. The
Partnership's ownership interest in each Local Limited Partnership is generally
99%, except for Strathern Park/Lorne Park, Huguenot Park and Westgate, where the
Partnership's ownership interests are 95%, 88.55% and 49.5%, respectively. The
Partnership may have negotiated or may negotiate options with the local general
partners to purchase or sell the Partnership's interests in the Properties at
the end of the tax credit compliance periods at nominal prices. In the event
that Properties are sold to third parties, proceeds will be distributed
according to the terms of each Local Limited Partnership agreement.

The following is a summary of investments in Local Limited Partnerships at March
31, 2004:
<TABLE>
<CAPTION>

Capital contributions and advances paid to Local Limited Partnerships and
<S>                                                                                                <C>
   purchase price paid to withdrawing partners of Local Limited Partnerships                       $     55,713,540

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $9,579,524)                                                                   (41,749,688)

Cumulative cash distributions received from Local Limited Partnerships                                   (3,701,307)
                                                                                                   ----------------

Investments in Local Limited Partnerships before adjustments                                             10,262,545

Excess of investment cost over the underlying assets acquired:

    Acquisition fees and expenses                                                                         1,006,357

    Cumulative amortization of acquisition fees and expenses                                               (312,213)
                                                                                                   ----------------

Investments in Local Limited Partnerships before impairment allowance                                    10,956,689

Impairment allowance on investments in Local Limited Partnerships                                        (1,062,595)
                                                                                                   ----------------

Investments in Local Limited Partnerships                                                          $      9,894,094
                                                                                                   ================
</TABLE>

For the year end March 31, 2004, the Partnership advanced $59,952 to one of the
Local Limited Partnerships, all of which was impaired. In addition, $5,000 was
reimbursed from another Local Limited Partnership relating to advances made in
previous years. The Partnership has recorded an impairment allowance for its
investments in certain Local Limited Partnerships in order to appropriately
reflect the estimated net realizable value of these investments.


<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4.       Investments in Local Limited Partnerships (continued)

Summarized combined financial information of the Local Limited Partnerships in
which the Partnership has invested as of December 31, 2003 and 2002 (due to the
Partnership's policy of reporting the financial information of its Local Limited
Partnership interests on a 90 day lag basis) is as follows:
<TABLE>
<CAPTION>

Summarized Balance Sheets - as of December 31,

                                                                                      2003              2002
                                                                                 --------------   --------------
Assets:
<S>                                                                              <C>              <C>
   Investment property, net                                                      $   87,959,158   $   92,106,048
   Other assets                                                                       9,068,999        8,954,189
                                                                                 --------------   --------------
     Total Assets                                                                $   97,028,157   $  101,060,237
                                                                                 ==============   ==============
Liabilities and Partners' Equity:
   Mortgage notes payable                                                        $   78,673,422   $   78,143,407
   Other liabilities                                                                 15,326,514       15,815,318
                                                                                 --------------   --------------
     Total Liabilities                                                               93,999,936       93,958,725
                                                                                 --------------   --------------

Partnership's Equity (deficiency)                                                      (262,133)       3,487,277
Other partners' Equity                                                                3,290,354        3,614,235
                                                                                 --------------   --------------
     Total Partners' Equity                                                           3,028,221        7,101,512
                                                                                 --------------   --------------
     Total Liabilities and Partners' Equity                                      $   97,028,157   $  101,060,237
                                                                                 ==============   ==============

Summarized Income Statements - for the years
ended December 31,                                                                    2003               2002
------------------                                                               --------------   --------------

Rental and other income                                                          $   17,068,985   $   16,434,355
                                                                                 --------------   --------------

Expenses:
   Operating                                                                         10,393,706        9,664,757
   Interest                                                                           5,478,199        5,476,495
   Depreciation and amortization                                                      4,668,930        4,767,077
                                                                                 --------------   --------------
     Total Expenses                                                                  20,540,835       19,908,329
                                                                                 --------------   --------------

Net Loss                                                                         $   (3,471,850)  $   (3,473,974)
                                                                                 ==============   ==============

Partnership's share of Net Loss (2003 includes adjustments from prior years)     $   (3,394,858)  $   (3,315,237)
                                                                                 ==============   ==============
Other partners' share of Net Loss                                                $      (82,308)  $     (158,737)
                                                                                 ==============   ==============
</TABLE>


<PAGE>
              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4. Investments in Local Limited Partnerships (continued)

For the years ended March 31, 2004 and 2003, the Partnership has not recognized
$2,238,966 and $1,843,396, respectively, of equity in losses relating to certain
Local Limited Partnerships in which cumulative equity in losses and
distributions exceeded its total investment in these Local Limited Partnerships.
Previously unrecognized losses of $40,418 were included in losses recognized in
the year ended March 31, 2004.

The Partnership's equity as reflected by the Local Limited Partnerships of
($262,133) differs from the Partnership's investments in Local Limited
Partnerships before adjustments of $10,262,545 primarily due to: i) cumulative
unrecognized losses as discussed above; ii) cash distributions made by Local
Limited Partnerships during the quarter ended March 31, 2004 are not reflected
in the December 31, 2003 balance sheets of the Local Limited Partnerships; iii)
syndication costs charged to equity by a Local Limited Partnership; iv) advances
to Local Limited Partnerships which the Partnership included in investments in
Local Limited Partnerships and v) differences in the accounting treatment of
miscellaneous items.

5.   Transactions with Affiliates

An affiliate of the Managing General Partner receives the base amount of 0.275%
(annually adjusted by the CPI factor) of Gross Proceeds due as the annual Asset
Management Fee for administering the affairs of the Partnership. Asset
Management Fees for the years ended March 31, 2004 and 2003 are $269,993 and
$263,994, respectively. Included in due to affiliate at March 31, 2004 is
$68,454 of Asset Management Fees. During the years ended March 31, 2004 and
2003, $268,718 and $262,420, respectively, were paid out of available cash flow
for Asset Management Fees.

An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries and benefits expenses. Included in general and
administrative expenses for the years ended March 31, 2004 and 2003 are $233,214
and $298,426, respectively, that the Partnership incurred for these expenses. As
of March 31, 2004, all reimbursements to an affiliate of the Managing General
Partner for these expenses have been paid.

6.   Deferred Revenue

Under the terms of a Local Limited Partnership agreement, the Partnership was
required to fund a Supplemental Reserve in the amount of $196,000. The original
purpose of the contribution was to fund the development expenses of the Local
Limited Partnership. In lieu of transferring the Supplemental Reserve to the
Local Limited Partnership, the Partnership designated $196,000 as restricted
cash for this purpose. Since the funds were not needed, the Local Limited
Partnership agreement allows that the established Supplemental Reserve, along
with the interest earned thereon, is available to pay the Partnership its annual
priority distribution. As of March 31, 2004, $187,000 has been released to the
Partnership. The remaining balance, along with the accrued interest thereon, has
also been accounted for as deferred revenue, as it represents the future annual
priority distributions to be released to the Partnership from this Supplemental
Reserve.




<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)



7.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2004 and 2003 to the net loss reported on Form
1065, U.S. Partnership Return of Income for the years ended December 31, 2003
and 2002:
<TABLE>
<CAPTION>

                                                                                      2004              2003
                                                                                  -------------    -------------

<S>                                                                               <C>              <C>
Net Loss per financial statements                                                 $  (1,681,771)   $  (2,160,303)

Equity in losses of Local Limited Partnerships for financial reporting (tax)
   purposes in excess of equity in losses for tax (financial reporting) purposes        (69,364)          68,334

Equity in losses of Local Limited Partnerships not recognized for
   financial reporting purposes                                                      (2,238,966)      (1,802,978)

Adjustment to reflect March 31 fiscal year end to December 31
   taxable year end                                                                         561           93,856

Amortization for tax purposes in excess of amortization for financial
   reporting purposes                                                                   (18,036)         (15,780)

Provision for valuation of advances to Local Limited Partnerships, net of recovery
   not deductible for tax purposes                                                       54,952           21,360

Provision for valuation of investments in Local Limited Partnerships
   not deductible for tax purposes                                                            -          156,556

Cash distributions included in net loss for financial reporting purposes                (88,177)         (97,775)
                                                                                  -------------    -------------

Net Loss per tax return                                                           $  (4,040,801)   $  (3,736,730)
                                                                                  =============    =============
</TABLE>

The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 2004 and December 31, 2003,
respectively are as follows:
<TABLE>
<CAPTION>

                                                             Financial
                                                             Reporting           Tax
                                                             Purposes         Purposes        Differences

<S>                                                       <C>              <C>               <C>
Investments in Local Limited Partnerships                 $   9,894,094    $  (1,759,669)    $ 11,653,763
                                                          =============    =============     ============
Other assets                                              $   3,151,232    $  12,953,488     $  (9,802,256)
                                                          =============    =============     =============
Liabilities                                               $     174,193    $     133,164     $      41,029
                                                          =============    =============     =============
</TABLE>

<PAGE>

              BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


7. Federal Income Taxes (continued)

The differences in assets and liabilities of the Partnership for financial
reporting and tax purposes are primarily attributable to: (i) the cumulative
equity in losses of Local Limited Partnerships for tax reporting purposes is
approximately $12,600,000 greater than for financial reporting purposes,
including approximately $9,580,000 of losses the Partnership has not recognized
relating to Local Limited Partnerships whose cumulative equity in losses
exceeded its total investment; (ii) the cumulative amortization of acquisition
fees for tax purposes exceeds financial reporting purposes by approximately
$135,000; (iii) approximately $56,000 of cash distributions received from Local
Limited Partnerships during the quarter ended March 31, 2004 are not included in
the Partnership's investments in Local Limited Partnerships for tax purposes at
December 31, 2003; (iv) the Partnership has provided an impairment allowance of
approximately $1,063,000 against its investments in Local Limited Partnerships
for financial reporting purposes; and (v) organizational and offering costs of
approximately $9,500,000 that have been capitalized for tax purposes are charged
to Limited Partners' equity for financial reporting purposes.

8.   Newly Issued Accounting Standard

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 by FIN46R in order to
address certain technical and implementation issues, requires the Partnership to
consider consolidation or provide additional disclosures of financial
information for Local Limited Partnerships meeting the definition of a Variable
Interest Entity ("VIE"). The Partnership is required to apply the Interpretation
to the Local Limited Partnerships meeting the definition of a VIE on December
31, 2004.

This Interpretation would require consolidation by the Partnership of certain
Local Limited Partnerships' assets and liabilities and results of operations if
the Partnership determined that the Local Limited Partnership was a VIE and that
the Partnership was the "Primary Beneficiary". Minority interests may be
recorded for the Local Limited Partnerships' ownership share attributable to
other investors. Where consolidation of Local Limited Partnerships is not
required, additional financial information disclosures of Local Limited
Partnerships may be required. The Partnership has assessed the potential
consolidation effects of the Interpretation and preliminarily concluded that it
is not the Primary Beneficiary of any of the Local Limited Partnerships that
meet the definition of a VIE. Prior to the effective date of FIN 46, the
Partnership is required to disclose its maximum exposure to economic and
financial statement losses as a result of its involvement with the VIEs. The
Partnership's exposure to economic and financial statement losses from the VIEs
is limited to its investment in the VIEs ($9,894,094 at March 31, 2004).