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September 5, 2006



Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC.  20549


       Boston Financial Qualified Housing Limited Partnership
       Annual Report on Form 10-KSB/A for the Year Ended March 31, 2004
       File Number 0-16796


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






QH110K-K.DOC


<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 0-16796

                   Boston Financial Qualified Housing Limited Partnership
               (Exact name of registrant as specified in its charter)

             Delaware                             04-2947737
------------------------------------------   --------------------------------
         (State or other jurisdiction of   (I.R.S. Employer Identification No.)
         incorporation or organization)

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

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

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)
                                     50,000

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 nonaffiliates of
the registrant.
                                         $50,000,000 as of March 31, 2004
                                          --------------------------------

<PAGE>


OCUMENTS  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 Nos. 1 through 3
 to the Form S-11 Registration Statement,
<S>                                                                             <C>
 File # 33-11910                                                                Part I, Item 1

Report on Form 8-K filed on July 7, 1988                                        Part I, Item 1

Report on Form 8-K filed on January 20, 1989                                    Part I, Item 1

Acquisition Reports                                                             Part I, Item 1

Prospectus - Sections Entitled:

     "Estimated Use of Proceeds"                                                Part III, Item 13

     "Management Compensation and Fees"                                         Part III, Item 13

     "Profits and Losses for Tax Purposes, Tax
      Credits and Cash Distributions"                                           Part III, Item 13

</TABLE>


                                Explanatory Note

On June 30, 2004, Boston Financial Qualified Housing Limited Partnership (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>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

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

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>



PART 1           Page No.

       <S>        <C>                                                                  <C>
       Item 1     Business                                                              K-3
       Item 2     Properties                                                            K-5
       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-13
       Item 7     Financial Statements and Supplementary Data                           K-19
       Item 8     Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                                K-19

PART III

       Item 9     Directors and Executive Officers
                  of the Registrant                                                     K-19
       Item 10    Management Remuneration                                               K-20
       Item 11    Security Ownership of Certain Beneficial
                  Owners and Management                                                 K-20
       Item 12    Certain Relationships and Related
                  Transactions                                                          K-20
       Item 13    Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                                   K-22
       Item 14    Principal Accountant Fees and Services                                K-22

CONTROLS AND PROCEDURES                                                                 K-23
-----------------------

SIGNATURES                                                                              K-24
----------

CERTIFICATIONS                                                                          K-25
--------------

</TABLE>

<PAGE>


                                     PART I

Item 1.  Business

Boston Financial Qualified Housing Limited Partnership (the "Partnership") is a
limited partnership formed on January 22, 1987 under the Uniform Limited
Partnership Act of the State of Delaware. The Partnership's Partnership
Agreement ("Partnership Agreement") authorized the sale of up to 50,000 units of
Limited Partnership Interest ("Units") at $1,000 per Unit, adjusted for certain
discounts. The Partnership raised $49,963,740 ("Gross Proceeds"), net of
discounts of $36,260, through the sale of 50,000 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 April 29, 1988.

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"), all of which benefit from some form of federal, state
or local assistance programs and 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 such 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 three post-effective amendments to the
Registration Statement and in two Form 8-K filings; such descriptions are
incorporated herein by this reference.


<PAGE>
<TABLE>
<CAPTION>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA


                                                                                      Date
                  Properties owned by                                               Interest
              Local Limited Partnerships                   Location                 Acquired

<S>           <C>                                     <C>                           <C>
              Barrington Manor                        Fargo, ND                     12/31/87
              Bingham (1)                             Bingham, ME                   12/30/87
              Birmingham Village (1)                  Randolph, ME                  12/30/87
              Bittersweet (1)                         Randolph, MA                  10/27/87
              Boulevard Commons                       Chicago, IL                   07/14/88
              Brentwood Manor II                      Nashua, NH                    01/20/89
              Cass House/Roxbury Hills                Boston, MA                    06/08/88
              Chestnut Lane (1)                       Newnan, GA                    08/01/88
              Coronado Courts (1)                     Douglas, AZ                   12/18/87
              Country Estates (1)                     Glennville, GA                03/01/88
              600 Dakota (1)                          Wahpeton, ND                  10/01/88
              Delmar (1)                              Gillette, WY                  10/01/88
              Duluth (1)                              Sioux Falls, SD               10/01/88
              Elmore Hotel (1)                        Great Falls, MT               12/22/87
              Graver Inn (1)                          Fargo, ND                     12/31/87
              Hazel-Winthrop                          Chicago, IL                   12/30/87
              Hughes (1)                              Mandan, ND                    12/31/87
              Lakeview Heights (1)                    Clearfield, UT                12/30/87
              Logan Plaza (1)                         New York, NY                  05/10/88
              New Medford Hotel                       Medford, OR                   12/22/87
              Heritage View (1)                       New Sweden, ME                12/30/87
              Park Terrace                            Dundalk, MD                   01/20/89
              Pebble Creek                            Arlington, TX                 06/20/88
              Hillcrest III (1)                       Perryville, MO                03/31/89
              Pine Village (1)                        Pine Mountain, GA             03/01/88
              Rolling Green (1)                       Edmond, OK                    09/30/87
              Sierra Pointe (1)                       Las Vegas, NV                 09/01/87
              Sierra Vista (1)                        Aurora, CO                    09/30/87
              Talbot Village (1)                      Talbotton, GA                 03/01/88
              Terrace (1)                             Oklahoma City, OK             11/20/87
              Trenton (1)                             Salt Lake City, UT            12/30/87
              Verdean Gardens                         New Bedford, MA               05/31/88
              Willowpeg Village (1)                   Rincon, GA                    03/01/88
              Windsor Court (1)                       Aurora, CO                    12/30/87

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

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.

With the exception of Brentwood Manor II, 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, Cass House and Verdean Gardens Limited Partnerships,
representing 19.01%, of capital contributions to Local Limited Partnerships have
Cruz Development Corporation as the Local General Partner. The Local General
Partners of the remaining Local Limited Partnerships are identified in the
Acquisition Reports, which are incorporated herein by reference.

The Properties owned by 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 which 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 adverse local
conditions, such as competitive overbuilding, or a decrease in employment or
adverse changes in real estate laws, including building codes; and (iii)
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 would suppress the ability of the Local Limited Partnerships to generate
operating cash flow. Since all 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 Franklin Street 29, Inc., the Managing General
Partner of the Partnership. The other General Partner of the Partnership is
Franklin 29 Limited Partnership. The Partnership, which does not have any
employees, reimburses MMA Financial, LLC, 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.

Item 2.  Properties

The Partnership owns limited partnership interests in nine Local Limited
Partnerships which own and operate Properties, all of which benefit from some
form of federal, state or local assistance program and 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 99%, except for
Barrington Manor where the Partnership's ownership interest is 49.5% and
Boulevard Commons where the Partnership's ownership interest is 0.5%.

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; or 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
Local Limited Partnership                Total              Paid             Mtge. Loans                            Occupancy at
Property Name              Number of    Committed at      Through            Payable at              Type of         March 31,
Property Location        Apts. Units    March 31, 2004   March 31, 2004     December 31, 2003        Subsidy *          2004
------------------     ---------------- --------------  -----------------  -------------------   --------------    -------------

Barrington Manor
   Limited Partnership
Barrington Manor
<S>                        <C>         <C>              <C>                  <C>                              <C>          <C>
Fargo, ND                  18          $  175,200       $    175,200         $    533,073             Section 8            89%

Bingham Family Housing
   Associates (1) (A Limited
   Partnership)
Bingham
Bingham, ME

Birmingham Housing Associates (1)
   (A Limited Partnership)
Birmingham Village
Randolph, ME

MB Bittersweet Associates Limited
   Partnership (1)
Bittersweet
Randolph, MA

Boulevard Commons
   Limited Partnership
Boulevard Commons
Chicago, IL               212           4,527,850          4,527,850           10,447,050             Section 8            87%

Michael J. Dobens
   Limited Partnership I
Brentwood Manor II
Nashua, NH                 22             300,000            300,000              659,596             Section 8           100%
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                                             Capital Contributions
Local Limited Partnership                Total              Paid             Mtge. Loans                            Occupancy at
Property Name              Number of    Committed at      Through            Payable at              Type of         March 31,
Property Location        Apts. Units    March 31, 2004   March 31, 2004     December 31, 2003        Subsidy *          2004
------------------     ---------------- --------------  -----------------  -------------------   --------------    -------------

Cass House Associates Limited
   Partnership
Cass House/Roxbury Hills
<S>                         <C>            <C>              <C>               <C>                                         <C>
Boston, MA                  111            2,141,090        2,141,090         13,885,548               None               84%

Chestnut Lane Limited
   Partnership (1)
Chestnut Lane
Newnan, GA

Coronado Courts Limited
   Partnership (1)
Coronado Courts
Douglas, AZ

Glennville Properties (1)
   (A Limited Partnership)
Country Estates
Glennville, GA

600 Dakota Properties (1)
   Limited Partnership
600 Dakota
Wahpeton, ND

Delmar Housing Associates (1)
   Limited Partnership
Delmar
Gillette, WY

</TABLE>



<page>
<TABLE>
<CAPTION>

                                             Capital Contributions
Local Limited Partnership                Total              Paid             Mtge. Loans                            Occupancy at
Property Name              Number of    Committed at      Through            Payable at              Type of         March 31,
Property Location        Apts. Units    March 31, 2004   March 31, 2004     December 31, 2003        Subsidy *          2004
------------------     ---------------- --------------  -----------------  -------------------   --------------    -------------

Duluth Limited Partnership (1)
Duluth
Sioux Falls, SD

Oregon Landmark-Three (1)
   Limited Partnership
Elmore Hotel
Great Falls, MT

Graves Inn (1)
   Limited Partnership
Graver Inn
Fargo, ND

Hazel-Winthrop Apartments (A
   Limited Partnership)
Hazel-Winthrop
<S>                           <C>           <C>               <C>              <C>                           <C>         <C>
Chicago, IL                   30            350,400           350,400          2,044,978             Section 8           100%

Heritage Court
   Limited Partnership
Park Terrace
Dundalk, MD                 101          2,048,750          2,048,750          3,460,678               None              100%

Hughes Apartments
   Limited Partnership (1)
Hughes
Mandan, ND
</TABLE>


<PAGE>
<TABLE>
<CAPTION>

                                             Capital Contributions
Local Limited Partnership                Total              Paid             Mtge. Loans                            Occupancy at
Property Name              Number of    Committed at      Through            Payable at              Type of         March 31,
Property Location        Apts. Units    March 31, 2004   March 31, 2004     December 31, 2003        Subsidy *          2004
------------------     ---------------- --------------  -----------------  -------------------   --------------    -------------
2004

Lakeview Heights Apartments,
   Ltd. (1) (A Limited Partnership)
Lakeview Heights
Clearfield, UT

Logan Plaza Associates (1)
(A Limited Partnership)
Logan Plaza
New York, NY

New Medford Hotel Associates
   Limited Partnership
New Medford Hotel
<S>                           <C>         <C>                <C>               <C>                           <C>         <C>
Medford, OR                   76          1,365,100          1,365,100         2,946,176             Section 8           100%

New Sweden Housing Associates (1)
   (A Limited Partnership)
Heritage View
New Sweden, ME

2225 New York Avenue, Ltd.
   (A Limited Partnership)
Pebble Creek
Arlington, TX                352          2,512,941          2,512,941         12,098,098             Section 8            98%

Perryville Associates I, L.P. (1)
   (A Limited Partnership)
Hillcrest III
Perryville, MO

Pine Village Limited Partnership (1)
   (A Limited Partnership)
Pine Village
Pine Mountain, GA
</TABLE>

<page>
<TABLE>
<CAPTION>

                                             Capital Contributions
Local Limited Partnership                Total              Paid             Mtge. Loans                            Occupancy at
Property Name              Number of    Committed at      Through            Payable at              Type of         March 31,
Property Location        Apts. Units    March 31, 2004   March 31, 2004     December 31, 2003        Subsidy *          2004
------------------     ---------------- --------------  -----------------  -------------------   --------------    -------------

Rolling Green Housing Associates,  (1)
   Ltd. (a Limited Partnership)
Rolling Green
<S>                              <C>
Edmond, OK

Sierra Vista Housing Associates, (1)
   Ltd. (a Limited Partnership)
Sierra Pointe
Las Vegas, NV

Sundance Housing Associates, (1)
   Ltd. (A Limited Partnership)
Sierra Vista
Aurora, CO

Talbot Village Limited Partnership
   (A Limited Partnership) (1)
Talbot Village
Talbotton, GA

Terrace Housing Associates, (1)
   Ltd. (a Limited Partnership)
Terrace
Oklahoma City, OK

Trenton Apartments, Ltd. (1)
   (A Limited Partnership)
Trenton
Salt Lake City, UT
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                             Capital Contributions
Local Limited Partnership                Total              Paid             Mtge. Loans                            Occupancy at
Property Name              Number of    Committed at      Through            Payable at              Type of         March 31,
Property Location        Apts. Units    March 31, 2004   March 31, 2004     December 31, 2003        Subsidy *          2004
------------------     ---------------- --------------  -----------------  -------------------   --------------    -------------
2004

Verdean Gardens Associates Limited
   Partnership
Verdean Gardens
<S>                         <C>           <C>               <C>                <C>                                      <C>
New Bedford, MA             110           2,409,000         2,409,000          7,151,923               None             78%

Willowpeg Village Limited Partnership (1)
Willowpeg Village
Rincon, GA

Windsor Court Housing Associates, (1)
   Ltd. (a Limited Partnership)
Windsor Court
Aurora, CO
                          -------        ------------      ------------     ------------
                            1,032        $ 15,830,331      $ 15,830,331     $ 53,227,120
                          =======        ============      ============     ============

</TABLE>

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


<PAGE>



Five Local Limited Partnerships invested in by the Partnership, Boulevard
Commons, Cass House, Heritage Courts, Pebble Creek and Verdean Gardens 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

As previously reported, Cass House, located in Boston, Massachusetts, and
Verdean Gardens, located in New Bedford, Massachusetts, have had operating
difficulties. These Properties receive a material amount of income subsidies
through the State Housing Assistance Rental Program ("SHARP"). As originally
conceived, the SHARP subsidy was scheduled to decline over time to match
expected increases in net operating income. However, increases in net operating
income failed to keep pace with the decline in the SHARP subsidy. Many of the
SHARP properties (including Cass House and Verdean Gardens) structured workouts
that included additional subsidies in the form of Operating Deficit Loans
("ODL's"). Effective October 1, 1997, the Massachusetts Housing Finance Agency
("MHFA"), which provided the SHARP subsidies, withdrew funding of the ODL's from
its portfolio of 77 subsidized properties. Properties unable to make full debt
service payments were declared in default by MHFA. The Managing General Partner
has joined a group of SHARP property owners called the Responsible SHARP Owners,
Inc. ("RSO") and is negotiating with MHFA and the Local General Partners of Cass
House and Verdean Gardens to find a solution to the problems that will result
from the withdrawn subsidies. On September 16, 1998, the Partnership joined with
the RSO and about 20 other SHARP property owners and filed suit against the MHFA
(Mass. Sup. Court Civil Action #98-4720). Among other things, the suit seeks to
enforce the MHFA's previous financial commitments to the SHARP properties. The
lawsuit is complex, so no predictions can be made at this time as to the
ultimate outcome. In the meantime, the Managing General Partner intends to
continue to participate in the RSO's efforts to negotiate a resolution of this
matter with MHFA. Due to the existing operating deficits and the dependence on
these subsidies, Cass House and Verdean Gardens have been declared in default on
their mortgage obligations.

Expect as noted above, the Partnership is not a party to any pending legal or
administrate 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 2,999 record holders of Units of the
Partnership.

Cash distributions, when made, are paid annually. No cash distributions were
paid during 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

Boston Financial Qualified Housing Limited Partnership was formed on January 22,
1987 under the laws of the State of Delaware for the primary purpose of
investing, as a limited partner, in other limited partnerships, each of which
owns and operates apartment complexes benefiting from some form of federal,
state or local assistance program 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 from property
operations 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 nine 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 of approximately
$1,633 per Limited Partner Unit. An immaterial amount of Tax Credits is expected
to be generated during 2004. The aggregate amount of Tax Credits generated by
the Partnership is consistent with the objective specified in the Partnership's
prospectus.

Beginning in 2003 and continuing through 2005, the Compliance Period of the nine
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 three 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. It
is unlikely that the disposition of any of these Local Limited Partnership
interest will generate any material cash distribution to the Partnerships.
Fifteen of the Properties in which the Partnership had an investment were
disposed of during the year ended March 31, 2004.

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 is 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,
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 exists,
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 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 ($0 at March 31, 2004).

Liquidity and capital resources

At March 31, 2004, the Partnership has cash and cash equivalents of $5,633,518,
as compared with $3,545,037 at March 31, 2003. The increase is primarily
attributable to proceeds from disposal of investments in Local Limited
Partnerships.

The Managing General Partner initially designated 5% 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, $5,633,518 of cash and cash equivalents has been
designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $947,000 have been paid from Reserves. 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 $1,734,000 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 expenses paid to an affiliate of the Managing General Partner or
working with Local Limited Partnerships to increase cash distributions. To date,
the Partnership has used approximately $5,967,000 of operating funds and
proceeds from disposal of investments in Local Limited Partnerships to replenish
Reserves.

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. In the event that distributions are received from Local Limited
Partnerships, the Managing General Partner has decided that such amounts will be
used to increase Reserves. No assurance can be given as to the amounts of future
distributions from the Local Limited Partnerships since 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 net income of $2,101,854, as compared to net income of $2,673,999
for the same period in 2003. The decrease in net income is primarily due to a
decrease in gain on disposal of investments in Local Limited Partnerships,
partially offset by an increase in other revenue, and decreases in provision for
valuation of advances to Local Limited Partnerships, general and administrative
expenses and equity in losses of Local Limited Partnerships. The increase in
other revenue is primarily attributable to increased distributions from Local
Limited Partnership with carrying values of zero. The decrease in provision for
valuation of advances to Local Limited Partnerships is the result of a decrease
in advances made to Local Limited Partnerships. 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 equity in losses of Local Limited
Partnerships is primarily due to the Partnership not recognizing losses relating
to Local Limited Partnerships where cumulative equity in losses and cumulative
distributions have exceeded its total investment.

Low-income housing tax credits

The 2003 and 2002 Low-Income Housing Tax Credits per Unit for individuals was
$.47. The Tax Credits per Limited Partner stabilized in 1991 at approximately
$148.00 per Unit for individuals and $158.00 per Unit for corporations. The
credits have decreased significantly as most Properties have reached the end of
the ten-year credit period.

Property discussions

Some 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 Managing General Partner negotiated an agreement
with an unaffiliated entity to have the ability to transfer its interest to the
unaffiliated entity or its designee with respect to the following Properties:
Birmingham Village, located in Randolph, Maine, Bingham, located in Bingham,
Maine and Heritage View, located in New Sweden, Maine. Although these Properties
do not share a common Local General Partner, they are all Rural Housing Section
515 ("FMHA") properties. The Managing General Partner had the right to put its
interest in any of these Properties at any time in exchange for a Contingent
Note that granted the Partnership 50% of all future net cash receipts from such
Local Limited Partnership interest. If the Partnership disposed of its interest
in the above-mentioned Properties in any other manner, the Partnership would be
required to pay a $2,500 termination fee per Property. Effective January 2,
2004, the Managing General Partner exercised these puts and the Partnership
received a total of $32,174 in return for its interest in the three Local
Limited Partnerships. The Partnership no longer has an interest in these three
properties. These sales resulted in taxable income projected to be approximately
$383,000, or $8 per Unit. The Partnership was required to pay $7,500 in fees to
the unaffiliated entity in connection with exercising these put agreements.

As previously reported, the Local General Partner of Barrington Manor, located
in Fargo, North Dakota, expressed to the Managing General Partner concerns over
the long-term financial health of the Property. In response to these concerns
and to reduce possible future risk, 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 had the right to transfer the Partnership's remaining
interest to the Local General Partner any time after one year from the initial
transfer. Due to subsequent transfers by the Local General Partner of its
interest in the Local Limited Partnership, the Managing General Partner had the
right to transfer the remaining Local Limited Partnership interest as of
December 1, 2001. The Property generated its final year of Tax Credits during
1998 and the Compliance Period ended in 2003. The Managing General Partner will
continue to monitor closely the operations of Barrington Manor.

As previously reported, the Managing General Partner reached agreement with the
Local General Partner of Chestnut Lane, located in Newnan, Georgia, Country
Estates, located in Glennville, Georgia, Pine Village, located in Pine Mountain,
Georgia, Talbot Village, located in Talbotton, Georgia, and Willopeg Village,
located in Rincon, Georgia, on a plan that would ultimately transfer ownership
of the Local Limited Partnerships to the Local General Partner. The plan
included provisions to minimize the risk of recapture. The Compliance Period for
these Properties expired on December 31, 2003. Effective January 2, 2004, the
Managing General Partner exercised these puts and the Partnership received a
total of $30,000 in return for its interest in the five Local Limited
Partnerships. The Partnership no longer has an interest in these five
Properties. These sales resulted in taxable income projected to be approximately
$1,933,000, or $39 per Unit.

As previously reported, Boulevard Commons, located in Chicago, Illinois, has
experienced operating deficits due to expenses associated with high unit
turnover, security issues and increasing maintenance and capital needs. As a
result of these issues, Boulevard Commons' mortgage went into default. In
October 1998, affiliates of the Managing General Partner replaced the Local
General Partners with a new unaffiliated non-profit general partner. The
interest of the original Local General Partners was converted to a special
limited partner interest with no right to participate in the management of the
Local Limited Partnership. Further, the Managing General Partner consummated the
transfer of 48.5% of the Partnership's capital and profits in the Local Limited
Partnership to the new Local General Partner on October 9, 1998. The Managing
General Partner had the right to transfer the Partnership's remaining interest
to the new Local General Partner any time after one year from October 9, 1998.
After obtaining final approval to transfer the Partnership's remaining interest
in the Local Limited Partnership from the United States Department of Housing
and Urban Development ("HUD "), on April 7, 2003, the Managing General Partner
transferred an additional 49.5% of its interest in the Local Limited
Partnership. The Partnership will retain its 99% interest in the losses and Tax
Credits of the Local Limited Partnership until it transfers its remaining 1%
interest in the Local Limited Partnership. Although the Property will continue
to generate a minimal amount of Tax Credits through 2005, substantially all of
its Tax Credits were generated prior to 2001.

As previously reported, the existing workout agreement between Pebble Creek,
located in Arlington, Texas, and HUD expired May 31, 1998. In December 1999, the
Local General Partner signed a Provisional Workout Agreement (PWA) with HUD. As
part of the PWA, the Partnership assumed the out-of-pocket costs of the workout
of approximately $700,000. During the third quarter of 2000, the Managing
General Partner secured HUD approval for a potential "Mark to Market"
restructuring. On March 18, 2002, a commitment letter for Mark-to-Market
restructuring was executed. As part of the restructuring commitment, HUD
approved the transfer of the Local General Partner and Limited Partner
interests. On March 26, 2002, the Local General Partner was replaced and the
Managing General Partner, on behalf of the Partnership, transferred 48.5% of the
Partnership's interest in the Local Limited Partnership to the replacement Local
General Partner. The Partnership had the right to fully dispose of its interest
in the Local Limited Partnership as of March 27, 2004. At the time of the
partial transfer of Local Limited Partnership interests, the Property's name was
changed to Manhattan Park.

As previously reported, Cass House, located in Boston, Massachusetts, and
Verdean Gardens, located in New Bedford, Massachusetts, received a subsidy under
the State Housing Assistance Rental Program ("SHARP"), which was an important
part of their annual income. As originally conceived, the SHARP subsidy was
scheduled to decline over time to match increases in net operating income.
However, increases in net operating income failed to keep pace with the decline
in the SHARP subsidy. Many of the SHARP properties (including Cass House and
Verdean Gardens) structured workouts that included additional subsidies in the
form of Operating Deficit Loans ("ODL's"). Effective October 1, 1997, the
Massachusetts Housing Finance Agency ("MHFA"), which provided the SHARP
subsidies, withdrew funding of the ODL's from its portfolio of seventy-seven
subsidized properties. In addition, as of March 1, 2003, MHFA cancelled SHARP
payments for the rest of the State's fiscal year (June 30, 2003). The State did
not reinstate payments for FY 2004 (July 1, 2003 to March 10, 2006). Properties
unable to make full debt service payments were declared in default by MHFA. On
December 5, 2003, MHFA sent a demand letter to the Local General Partner
requiring the Local Limited Partnership to pay the full amount of the mortgage
within 35 days. The Local General Partner is currently attempting to negotiate a
resolution with MHFA. However, there is little risk to the Partnership since all
Tax Credits have been claimed and the Compliance Period ended on December 31,
2003.

The Managing General Partner has joined a group of SHARP property owners called
the Responsible SHARP Owners, Inc. ("RSO") and is negotiating with MHFA and the
Local General Partners of Cass House, and Verdean Gardens to find a solution to
the problems that will result from the withdrawn subsidies. On December 16,
1998, the Partnership joined with the RSO and about twenty other SHARP property
owners and filed suit against the MHFA (Mass. Sup. Court Civil Action #98-4720).
Among other things, the suit seeks to enforce the MHFA's previous financial
commitments to the SHARP properties. The lawsuit is complex, so no predications
can be made at this time as to the ultimate outcome.

As previously reported, although Coronado Courts, located in Douglas, Arizona,
maintained a high level of occupancy and operations remained strong,
HUD-approved rent increases had not kept pace with the increase in operating
expenses. Additionally, the local housing authority discontinued its policy of
paying 80% of the rent on vacant units. The Property generated its last year of
Tax Credits during 1997. During the second quarter of 2002, the Property's
outstanding mortgage indebtedness was refinanced. In conjunction with this
refinancing, the Managing General Partner negotiated an agreement that would
ultimately transfer ownership of the Partnership's interest in the Local Limited
Partnership to an affiliate of the Local General Partner. The Partnership had
the right to put its interest to the designated entity anytime during the
24-month period beginning January 1, 2003. The Managing General Partner
exercised the put on behalf of the Partnership. The put price of the
Partnership's interest was $500,000, payable in the form of a non-interest
bearing note, with annual payments from available cash flow. The Partnership
therefore no longer has an interest in the Local Limited Partnership. This sale
resulted in taxable income of approximately $1,657,000, or $33 per Unit.

As previously reported, occupancy at Lakeview Heights, located in Clearfield,
Utah, declined due to the addition of several new affordable housing properties
in the area. The Property needed certain maintenance and repairs in order to
improve its appeal and maintain a competitive position in the market. The
Property's Tax Credits expired in 1997. Based upon the completion of the
Property's Compliance Period, as well as the existing status of the Property,
the Local General Partner decided to list the Property for sale. A buyer was
located and the property was sold in November 2003 with the Partnership
receiving $1,051,527. This sale resulted in taxable income of approximately
$1,833,000, or $37 per Unit.

As previously reported, Hillcrest III, located in Perryville, Missouri operated
at a deficit in 2002, despite strong occupancy. This was due to a decrease in
rental revenue and an increase in expenses. The Property remains current on its
debt service obligations. Since the Compliance Period ended in 2003 and in order
to reduce possible future risk, the Managing General Partner entered into a put
agreement with the Local General Partner whereby the Managing General Partner
had the right to transfer the Partnership's interest to the Local General
Partner any time after January 1, 2004 for $5,000. Effective January 2, 2004,
the Managing General Partner exercised the put and the Partnership received
$5,000 for its interest in the Local Limited Partnership. The Partnership no
longer has an interest in this Property. This sale resulted in taxable income
projected to be approximately $217,000, or $4 per Unit.

 As previously reported, Logan Plaza, located in New York, New York, was in need
of updating and repair in order to maintain its physical condition. Despite its
tired appearance, the Property offers amenities not present in other comparable
properties, such as 24-hour security, laundry facilities, community space and
elevators. The Property's Compliance Period ended in 2003, and the Managing
General Partner began working with the Local General Partner to identify
possible disposition strategies with respect to its interest in this Property.
On January 2, 2004, upon expiration of the Compliance Period, the Partnership
received $1,095,250 for its interest and as a result no longer has an interest
in the Local Partnership. This sale will result in taxable income projected to
be approximately $1,922,000, or approximately $38 per Unit.

As previously reported, Trenton, located in Salt Lake City, Utah experienced
operating difficulties resulting in operating deficits during 2003. Since the
Compliance Period has ended and in order to reduce possible future risk, the
Managing General Partner commenced discussions with the Local General Partner in
2003 on a plan to allow the Partnership to dispose of its interest in the Local
Limited Partnership. In August 2003, the Property was sold and the Partnership
received $3,000. This sale resulted in taxable income of approximately $236,000,
or approximately $5 per Unit.

As previously reported, operations at Hughes, located in Mandan, North Dakota,
historically struggled. During 1995, the Local General Partner did not make the
required debt service payments on the Property. At that time, the Managing
General Partner began negotiations with the mortgage holder to avoid foreclosure
and restructure the note. As part of the restructuring, Partnership Reserves
were used to fund debt service and perform deferred maintenance. In addition,
the Local General Partner was removed and an affiliate of the Managing General
Partner assumed the Local General Partner's interest. Since that time,
Partnership Reserves periodically funded the Property's operating deficits.
While exploring disposition strategies for the Partnership's interest in the
Property, the Managing General Partner became aware that an adjacent site caused
environmental contamination to the Property. The Property incurred additional
expenses to research the environmental contamination. Due to the Property's
operations, the contamination and its future liquidity, the value of the
Partnership's interest was diminished. On April 22, 2003, the Property was sold
and the entire amount of the sales proceeds was used as satisfaction for the
outstanding debt. The Partnership had recapture of approximately $1.34 per Unit
during 2003. In addition, the transfer resulted in taxable income of
approximately $653,000, or $13 per Unit.

As previously reported, Elmore Hotel, located in Great Falls, Montana,
historically had difficult operations. In addition, the opening of a new Tax
Credit property in the area during 1999 caused the Property's occupancy to
decline and rental rates to be reduced. In addition, the Property generated its
last Tax Credits during 1997 and its Compliance Period expired. As a result, the
Managing General Partner began discussions with the Local General Partner
regarding disposition of the Partnership's interest in this Property. During the
three months ended June 30, 2003, the Managing General Partner transferred the
Partnership's interest to the Local General Partner. As a result, the
Partnership no longer has an interest in the Local Limited Partnership. The
transfer resulted in taxable income of approximately $1,494,000, or $30 per
Unit.

As previously reported, the Compliance Period for Rolling Green, located in
Edmond, Oklahoma, expired during 2001. Based upon the completion of the
Property's Compliance Period, as well as the existing status of the Property,
the Local General Partner decided to sell the Property. During July 2002, the
Property was sold, and the Partnership received net proceeds of $397,177. The
Managing General Partner, in accordance with and as permitted by the Partnership
Agreement, retained the entire amount of net proceeds in Reserves. The sale
resulted in taxable income of approximately $1,389,000, or $28 per Unit.

As previously reported, the Compliance Period for Sierra Vista, located in
Aurora, Colorado, expired during 2001. Based upon the completion of the
Property's Compliance Period, as well as the existing status of the Property,
the Local General Partner decided to list the Property for sale. On January 16,
2003, the Property was sold to a non-affiliated entity, and the Partnership
received net proceeds of $2,287,041. The Managing General Partner, in accordance
with and as permitted by the Partnership Agreement, retained the entire amount
of net proceeds in Reserves. The sale will result in taxable income of
approximately $4,243,000, or $85 per Unit.

As previously reported, the Compliance Period for Windsor Court, located in
Aurora, Colorado, expired during 2001. Based upon the completion of the
Property's Compliance Period, as well as the existing status of the Property,
the Local General Partner decided to list the Property for sale. On January 16,
2003, the Property was sold to a non-affiliated entity, and the Partnership
received net proceeds of $1,075,112. The Managing General Partner, in accordance
with and as permitted by the Partnership Agreement, retained the entire amount
of net proceeds in Reserves. The sale resulted in taxable income of
approximately $2,948,000, or $59 per Unit.

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 are located in areas
suffering from poor economic conditions. Such conditions could have an adverse
effect on the 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 Franklin Street 29, Inc., a
Massachusetts corporation (the "Managing General Partner"), an affiliate of MMA
Financial, LLC. The Managing General Partner was incorporated in January 1987.
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 Franklin 29 Limited
Partnership,  a  Massachusetts  limited  partnership  ("Franklin L.P.") that
was organized in January 1987.  The General Partner of Franklin L.P. is
Franklin Street 29, Inc.

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 Financial's 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 Franklin  Street 29,  Inc.,  nor the
partners of Franklin  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

No person is known to the Partnership to be the beneficial owner of more than 5%
of the outstanding Units.

The equity securities registered by the Partnership under Section 12(g) of the
Act of 1934 consist of 50,000 Units, all of which have been sold to the public.
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.

Franklin L.P. owns five (unregistered) Units not included in the 50,000 Units
sold to the public.

Except as described in the preceding paragraph, neither Franklin Street 29,
Inc., Franklin 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 was required to pay certain fees to and reimburse certain
expenses of the Managing General Partner or its affiliates (including MMA
Financial, LLC) in connection with the organization of the Partnership and the
offering of Units. The Partnership is also required to pay certain fees to and
reimburse certain expenses of the Managing General Partner or its affiliates
(including MMA Financial, LLC) 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 the Partnership is
still a limited partner at the time of such transaction. All such fees, expenses
and distributions paid in the two years ended March 31, 2004 are described below
and 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 expense reimbursements made in the two
years ended March 31, 2004 is presented as follows:

Organizational fees and expenses and selling 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 $6,164,983 have been charged directly
to Limited Partners' equity. In connection therewith, $3,963,740 of selling
expenses and $2,201,243 of offering expenses incurred on behalf of the
Partnership have been paid to an affiliate of the General Partner. The
Partnership has capitalized an additional $50,000 of organizational costs, which
were reimbursed to an affiliate of the General Partner. These costs have been
fully amortized. Total organization and offering expenses, exclusive of selling
commissions and underwriting advisory fees, did not exceed 5.5% of the Gross
Proceeds, and organizational and offering expenses, inclusive of selling
commissions and underwriting advisory fees, did not exceed 15.0% of the Gross
Proceeds. No organizational fees and expenses and 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 8% of the Gross Proceeds. Acquisition
expenses include such expenses as legal fees and expenses, travel and
communications expenses, costs of appraisals and accounting fees and expenses.
Acquisition fees totaling $4,000,000 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 $770,577 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.

Salaries and benefits expense reimbursements

An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries, benefits and 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 expense reimbursements             $   267,764       $   342,638

</TABLE>

Cash distributions paid to the General Partners

In accordance with the Partnership Agreement, the General Partners of the
Partnership Street 29, Franklin, Inc. and Franklin LP, receive 1% of cash
distributions paid to partners. No cash distributions were paid to the General
Partners in each of 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 during each
of the two years ended March 31, 2004 is presented in Note 4 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' reports 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                                               $  21,625         $ 20,087
     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>
               BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP


                                        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>
       BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP


                                   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 LIMITED PARTNERSHIP

     By:   Franklin Street 29, 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 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 Limited Partnership:

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 Limited Partnership (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 Logan Plaza Associates, (A Limited Partnership), New Medford Hotel
Associates Limited Partnership and Lakeview Heights Apartments Limited (A
Limited Partnership), as of and for the year ended March 31, 2004 and Coronado
Courts Limited Partnership, Logan Plaza Associates, (A Limited Partnership),
Trenton Apartments, Limited (A Limited Partnership) and Lakeview Heights
Apartments Limited (A 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 LIMITED PARTNERSHIP


                                  BALANCE SHEET
                                 March 31, 2004

<TABLE>
<CAPTION>



Assets

<S>                                                                                          <C>
Cash and cash equivalents                                                                    $   5,633,518
Investments in Local Limited Partnerships (Note 3)                                                       -
Accounts receivable (Note 3)                                                                        37,174
Other assets                                                                                            60
                                                                                             -------------
     Total Assets                                                                            $   5,670,752
                                                                                             =============

Liabilities and Partners' Equity

Due to affiliate (Note 4)                                                                    $     217,194
Accrued expenses                                                                                    17,588
                                                                                             -------------
     Total Liabilities                                                                             234,782
                                                                                             -------------

General, Initial and Investor Limited Partners' Equity                                           5,435,970
                                                                                             -------------
     Total Liabilities and Partners' Equity                                                  $   5,670,752
                                                                                             =============

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

<PAGE>

          BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP


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



<TABLE>
<CAPTION>
                                                                               2004                 2003
Revenue:
<S>                                                                        <C>                 <C>
   Investment                                                              $      37,750       $      18,097
   Other                                                                          85,413              25,857
                                                                           -------------       -------------
       Total Revenue                                                             123,163              43,954
                                                                           -------------       -------------

Expenses:
   Provision for valuation of advances to Local Limited
     Partnerships (Note 3)                                                             -              54,405
   Provision for valuation of investments in Local Limited
     Partnerships (Note 3)                                                        16,414                   -
   General and administrative (includes reimbursements to
     an affiliate of $267,764 and $342,638 in 2004 and 2003,
     respectively) (Note 4)                                                      420,463             559,953
   Amortization                                                                        -              12,178
                                                                           -------------       -------------
       Total Expenses                                                            436,877             626,536
                                                                           -------------       -------------

Loss before equity in losses of Local Limited Partnerships
   and gain on disposal
   of investments in Local Limited
   Partnerships                                                                 (313,714)           (582,582)

Equity in losses of Local Limited Partnerships (Note 3)                         (101,759)           (357,771)

Gain on disposal of investments in Local Limited
   Partnerships  (Note 3)                                                      2,517,327           3,614,352
                                                                           -------------       -------------

Net Income                                                                 $   2,101,854       $   2,673,999
                                                                           =============       =============

Net Income allocated:
   General Partners                                                        $      21,019       $      26,740
   Limited Partners                                                            2,080,835           2,647,259
                                                                           -------------       -------------
                                                                           $   2,101,854       $   2,673,999
                                                                           =============       =============
Net Income per Limited Partner Unit
   (50,000 Units)                                                          $       41.62       $       52.95
                                                                           =============       =============
The accompanying notes are an integral part of these financial statements.

</TABLE>


<PAGE>


          BOSTON FINANCIAL QUALIFIED HOUSING 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               $  (427,894)   $   4,648     $   1,083,363    $     3,316    $      663,433
                                        -----------    ---------     -------------    -----------    --------------

Comprehensive Income (Loss):
   Change in net unrealized
     gains on marketable
     securities available for sale                -            -                 -         (3,316)           (3,316)
   Net Income                                26,740            -         2,647,259              -         2,673,999
                                        -----------    ---------     -------------    -----------    --------------
Comprehensive Income (Loss)                  26,740            -         2,647,259         (3,316)        2,670,683
                                        -----------    ---------     -------------    -----------    --------------

Balance at March 31, 2003                  (401,154)       4,648         3,730,622              -         3,334,116
                                        -----------    ---------     -------------    -----------    --------------

Comprehensive Income:
   Change in net unrealized
     gains on marketable
     securities available for sale                -            -                 -              -                 -
   Net Income                                21,019            -         2,080,835              -         2,101,854
                                        -----------    ---------     -------------    -----------    --------------
Comprehensive Income                         21,019            -         2,080,835              -         2,101,854
                                        -----------    ---------     -------------    -----------    --------------

Balance at March 31, 2004               $  (380,135)   $   4,648     $   5,811,457    $         -    $    5,435,970
                                        ===========    =========     =============    ===========    ==============

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

<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING 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 Income                                                                $   2,101,854     $   2,673,999
   Adjustments to reconcile net income to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                                101,759           357,771
     Gain on disposal of investments in Local Limited
       Partnerships                                                             (2,517,327)       (3,614,352)
     Provision for valuation of advances to Local
       Limited Partnerships                                                              -            54,405
     Provision for valuation of investments in Local
        Limited Partnerships                                                        16,414                 -
     Amortization                                                                        -            12,178
     Net loss on sales of marketable securities                                          -               607
     Cash distributions included in net income                                     (71,972)          (10,393)
     Increase (decrease) in cash arising from changes
       in operating assets and liabilities:
       Accounts receivable                                                         (37,174)                -
       Other assets                                                                      2               737
       Due to affiliate                                                           (110,910)          104,612
       Accrued expenses                                                            (10,567)              142
                                                                             -------------     -------------
Net cash used for operating activities                                            (527,921)         (420,294)
                                                                             -------------     -------------
Cash flows from investing activities:
   Proceeds from sales and maturities
     of marketable securities                                                            -           213,848
   Advances to Local Limited Partnerships                                                -           (54,405)
   Cash distributions received from Local
     Limited Partnerships                                                           71,972            32,392
   Proceeds received from disposal of investments in Local
     Limited Partnerships                                                        2,544,430         3,614,352
                                                                             -------------     -------------
Net cash provided by investing activities                                        2,616,402         3,806,187
                                                                             -------------     -------------

Net increase in cash and cash equivalents                                        2,088,481         3,385,893

Cash and cash equivalents, beginning                                             3,545,037           159,144
                                                                             -------------     -------------

Cash and cash equivalents, ending                                            $   5,633,518     $   3,545,037
                                                                             =============     =============

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

</TABLE>


<PAGE>


          BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                        NOTES TO THE FINANCIAL STATEMENTS


1.   Organization

Boston Financial Qualified Housing Limited Partnership (the "Partnership") was
formed on January 22, 1987 under the laws of the State of Delaware for the
primary purpose of investing, as a limited partner, in other limited
partnerships ("Local Limited Partnerships"), each of which owns and operates
apartment complexes benefiting from some form of federal, state or local
assistance program 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 from property operations 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 Franklin Street 29, Inc., which serves
as the Managing General Partner, and Franklin 29 Limited Partnership, which
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 ("Partnership Agreement") authorized the
sale of up to 50,000 units of Limited Partnership Interest ("Units") at $1,000
per Unit, adjusted for certain discounts. The Partnership raised $49,963,740
("Gross Proceeds"), net of discounts of $36,260, through the sale of 50,000
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 April 29, 1988.

Under the terms of the Partnership Agreement, the Partnership originally
designated 5% of 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. As of March 31,
2004, the Managing General Partner has designated $5,633,518 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.

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


<PAGE>


          BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Investments in Local Limited Partnerships (continued)
----------------------------------------------------

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 were being amortized on a
straight-line basis over 35 years until a Local Limited Partnership's respective
investment balance was 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 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.

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.



<PAGE>


          BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

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
the obligation of the partners of the Partnership.

3.   Investments in Local Limited Partnerships

The Partnership has limited partnership interests in nine Local Limited
Partnerships which were organized for the purpose of owning and operating
multi-family housing complexes, all of which are government assisted. The
Partnership's ownership interest in each Local Limited Partnership is 99%,
except for Barrington Manor where the Partnership's ownership interest is 49.5%
and Boulevard Commons where the Partnership's ownership interest is 0.5%. 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 period 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
<S>                                                                                            <C>
   and purchase price paid to withdrawing partners of Local Limited Partnerships               $  17,295,201

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $41,725,076)                                                           (17,232,464)

Cumulative cash distributions received from Local Limited Partnerships                              (154,474)
                                                                                               -------------

Investments in Local Limited Partnerships before adjustments                                         (91,737)

Excess investment costs over the underlying assets acquired:

   Acquisition fees and expenses                                                                   2,057,880

   Cumulative amortization of acquisition fees and expenses                                         (454,869)
                                                                                               -------------

Investments in Local Limited Partnerships before impairment allowance                              1,511,274

Impairment allowance on investments in Local Limited Partnerships                                 (1,511,274)
                                                                                               -------------

Investments in Local Limited Partnerships                                                      $           -
                                                                                               =============
</TABLE>

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 LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


3. 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                                                  $     31,884,481      $    56,153,795
   Other assets                                                                     6,221,539           11,784,160
                                                                             ----------------      ---------------
     Total Assets                                                            $     38,106,020      $    67,937,955
                                                                             ================      ===============

Liabilities and Partners' Deficit:
   Mortgage notes payable                                                    $     53,227,120      $    83,489,694
   Other liabilities                                                               28,163,184           27,722,688
                                                                             ----------------      ---------------
     Total Liabilities                                                             81,390,304          111,212,382
                                                                             ----------------      ---------------

Partnership's deficit                                                             (42,087,766)         (42,125,685)
Other partners' deficit                                                            (1,196,518)          (1,148,742)
                                                                             ----------------      ---------------
     Total Partners' Deficit                                                      (43,284,284)         (43,274,427)
                                                                             ----------------      ---------------
     Total Liabilities and Partners' Deficit                                 $     38,106,020      $    67,937,955
                                                                             ================      ===============

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

Rental and other revenue                                                     $      8,150,053      $    15,794,523
                                                                             ----------------      ---------------

Expenses:
   Operating                                                                        7,166,619            9,698,585
   Interest                                                                         4,113,152            6,885,643
   Depreciation and amortization                                                    1,781,634            3,779,910
                                                                             ----------------      ---------------
     Total Expenses                                                                13,061,405           20,364,138
                                                                             ----------------      ---------------

Net Loss                                                                     $     (4,911,352)     $   (4,569,615)
                                                                             ================      ===============

Partnership's share of Net Loss (2002 includes prior year adjustments)       $    (4,862,237)   $      (4,552,261)
                                                                             =================    ================
Other partners' share of Net Loss                                            $        (49,115)     $      (45,694)
                                                                             ================      ===============
</TABLE>

For the years ended March 31, 2004 and 2003, the Partnership has not recognized
$4,772,673 and $4,226,574, 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 $12,195 and $32,084 were included in losses
recognized in the years ended March 31, 2004 and 2003, respectively.

The Partnership's deficit as reflected by the Local Limited Partnerships of
($42,087,766) differs from the Partnership's investments in Local Limited
Partnerships before adjustments of ($91,737) primarily because of cumulative
unrecognized losses as described above, advances to Local Limited Partnerships
which the Partnership included in investments in Local Limited Partnerships, ten
Local Limited Partnership whose interests were disposed of in the quarter ended
March 31, 2004 are included in the summarized balance sheets of the Local
Limited Partnerships at December 31, 2003 and differences in the accounting
treatment of miscellaneous items.

The Partnership's interests in fifteen of its investments in Local Limited
Partnerships were disposed of during the year ended March 31, 2004, resulting in
gains totaling $2,517,327. Proceeds relating to these transactions in the amount
of $37,174 remain outstanding at March 31, 2004.



<PAGE>


          BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4.   Transactions with Affiliates

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 is $267,764
and $342,638, respectively, that the Partnership has incurred for these
expenses. At March 31, 2004, $217,194 is payable to an affiliate of the Managing
General Partner for salaries and benefits.

5.   Subsequent Event

During April 2004, the Partnership disposed of its investment in an additional
Local Limited Partnership, which had reached the end of its tax credit
compliance period. There were no sales proceeds associated with the disposal,
and it will not result in a gain or loss for financial reporting purposes.

6.   Federal Income Taxes

The following schedule reconciles the reported financial statement net income
for the fiscal years ended March 31, 2004 and 2003 to the net income (loss)
reported on the 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 Income per financial statements                                                 $   2,101,854  $   2,673,999

Equity in losses of Local Limited Partnerships for financial
   reporting purposes in excess of equity in losses for tax purposes                    9,695,136      1,757,053

Equity in losses of Local Limited Partnerships not recognized
   for financial reporting purposes                                                    (4,760,478)    (4,194,490)

Adjustment to reflect March 31 fiscal year end to
   December 31 taxable year end                                                           (28,859)       452,710

Amortization for tax purposes in excess of amortization
   for financial reporting purposes                                                      (555,525)      (120,251)

Provision for valuation of advances to Local Limited
   Partnerships not deductible for tax purposes                                                 -         54,405

Provision for valuation of investments in Local Limited Partnerships
   not deductible for tax purposes                                                         16,414              -

Bad debt expense recognized for tax purposes                                             (123,492)             -

Gain on disposal of investments in Local Limited Partnership for financial
   reporting purposes in excess of gain for tax purposes                                 (840,956)    (4,106,748)

Cash distributions included in net income for financial reporting purposes                (71,972)       (74,804)
                                                                                    -------------  -------------

Net Income (Loss) per tax return                                                    $   5,432,122  $  (3,558,126)
                                                                                    =============  =============

</TABLE>

<PAGE>


          BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


6. Federal Income Taxes (continued)


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              $            -      $  (50,105,696)     $  50,105,696
                                                       ==============      ==============      ==============
Other assets                                           $    5,670,752      $   11,336,706      $  (5,665,954)
                                                       ==============      ==============      =============
Liabilities                                            $      234,782      $      317,417      $     (82,635)
                                                       ==============      ==============      =============
</TABLE>

The differences in assets and liabilities of the Partnership for financial
reporting purposes are primarily attributable to the following: (i) the
cumulative equity in losses from Local Limited Partnerships for tax purposes is
approximately $13,461,000 greater than for financial reporting purposes,
including approximately $41,725,000 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
$958,000; (iii) organizational and offering costs of approximately $6,165,000
that have been capitalized for tax purposes are charged to Limited Partners'
equity for financial reporting purposes; and (iv) the disposal of investments in
ten Local Limited Partnerships during the quarter ended March 31, 2004 resulted
in their removal from investments in Local Limited Partnerships for financial
reporting purposes and the receipt of approximately $1,146,000 in cash proceeds.

7.   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 ($0 at March 31, 2004).