June 28, 2002



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


       Boston Financial Qualified Housing Limited Partnership
       Form 10-KSB Annual Report for the Year Ended March 31, 2002
       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
(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, 2002
                         ------------------------------------------------------

                                       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.)
  ncorporation 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 or any amendment to this Form 10-KSB. [ X ]

State the aggregate sales price of partnership units held by nonaffiliates of
the registrant.

                        $50,000,000 as of March 31, 2002
                        --------------------------------

<PAGE>




DOCUMENTS  INCORPORATED  BY REFERENCE:  LIST THE FOLLOWING  DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-KSB 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.


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

Post-Effective Amendments Nos. 1 through 3
 to the Form S-11 Registration Statement,
 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





<PAGE>




             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                          ANNUAL REPORT ON FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2002

                                TABLE OF CONTENTS



PART 1                                                                Page No.

       Item 1     Business                                               K-3
       Item 2     Properties                                             K-5
       Item 3     Legal Proceedings                                      K-13
       Item 4     Submission of Matters to a
                  Vote of Security Holders                               K-13

PART II

       Item 5     Market for the Registrant's Units
                  and Related Security Holder Matters                    K-13
       Item 6     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    K-14
       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 and Reports on Form 8-K                       K-22


SIGNATURES                                                               K-23
----------


<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 listed in Part IV of this
Report on Form 10-KSB (collectively, the "Acquisition Reports"); such
descriptions are incorporated herein by this reference.


<PAGE>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA

                 Properties owned by                                  Date
                    Local Limited                                   Interest
                    Partnerships *                Location          Acquired
           ------------------------------------------------------- -------------

              Barrington Manor               Fargo, ND              12/31/87
              Bingham                        Bingham, ME            12/30/87
              Birmingham Village             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                  Newnan, GA             08/01/88
              Coronado Courts                Douglas, AZ            12/18/87
              Country Estates                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                   Great Falls, MT        12/22/87
              Graver Inn (1)                 Fargo, ND              12/31/87
              Hazel-Winthrop                 Chicago, IL            12/30/87
              Hughes                         Mandan, ND             12/31/87
              Lakeview Heights               Clearfield, UT         12/30/87
              Logan Plaza                    New York, NY           05/10/88
              New Medford Hotel              Medford, OR            12/22/87
              Heritage View                  New Sweden, ME         12/30/87
              Park Terrace                   Dundalk, MD            01/20/89
              Pebble Creek                   Arlington, TX          06/20/88
              Hillcrest III                  Perryville, MO         03/31/89
              Pine Village                   Pine Mountain, GA      03/01/88
              Rolling Green                  Edmond, OK             09/30/87
              Sierra Pointe (1)              Las Vegas, NV          09/01/87
              Sierra Vista                   Aurora, CO             09/30/87
              Talbot Village                 Talbotton, GA          03/01/88
              Terrace (1)                    Oklahoma City, OK      11/20/87
              Trenton                        Salt Lake City, UT     12/30/87
              Verdean Gardens                New Bedford, MA        05/31/88
              Willowpeg Village              Rincon, GA             03/01/88
              Windsor Court                  Aurora, CO             12/30/87


*     The Partnership's interest in profits and losses of each Local Limited
      Partnership arising from normal operations is 99%, except for Logan Plaza
      where the Partnership's ownership interest is 98% and Barrington Manor
      where the Partnership's ownership interest is 49.5%. Profits and losses
      arising from sale or refinancing transactions are allocated in accordance
      with the respective Local Limited Partnership Agreements.

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

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.

<Page>

With the exception of Hughes, 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, 2002, the
following Local Limited Partnerships have a common Local General Partner or
affiliated group of Local General Partners accounting for the specified
percentage of capital contributions to Local Limited Partnerships: (i) Rolling
Green, Sierra Vista and Windsor Court Limited Partnerships, representing 19.89%,
have Phillip Abrams Ventures, Inc. and PDW, Inc. as Local General Partners; (ii)
New Medford Hotel and Elmore Hotel, representing 7.99%, have WHP Holdings, Inc.
as the Local General Partner; (iii) Trenton and Lakeview Heights Limited
Partnerships, representing 2.75%, have PSC Real Estate, Inc. and J. Michael
Queenan & Associates, Inc. (which is a corporation controlled by J. Michael
Queenan) as Local General Partners; (iv) Bingham, Birmingham and Heritage View
Limited Partnerships, representing 2.39%, have Charles B. Mattson and Todd
Mattson as Local General Partners; (v) Cass House and Verdean Gardens Limited
Partnerships, representing 15.23%, have Cruz Development Corporation as the
Local General Partner; and (vi) Willowpeg Village, Pine Village, Country
Estates, Talbot Village and Chestnut Lane Limited Partnerships, representing
3.35%, have Norsouth Corporation as the 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 29 Franklin Street, 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 Lend Lease Real Estate Investments, Inc. ("Lend Lease"),
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 twenty-seven 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 Logan
Plaza where the Partnership's ownership interest is 98% and Barrington Manor,
where the Partnership's ownership interest is 49.5%.

<page>

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. To date, none of the Local Limited Partnerships have suffered an
event of recapture of Tax Credits.

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>

<S>                                    <C>       <C>                 <C>              <C>                 <C>          <C>
                                                          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, 2002    March 31, 2002    December 31, 2001    Subsidy *       2002
------------------------------------ ------------------------------------------------ ----------------------------------------------

Barrington Manor
   Limited Partnership
Barrington Manor
Fargo, ND                                18        $     175,200      $    175,200        $    588,429       Section 8     100%

Bingham Family Housing
   Associates (A Limited
   Partnership)
Bingham
Bingham, ME                              24              240,900           240,900           1,149,844         FmHA        100%

Birmingham Housing Associates
   (A Limited Partnership)
Birmingham Village
Randolph, ME                             24              236,520           236,520           1,144,690         FmHA        100%

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

Boulevard Commons
   Limited Partnership
Boulevard Commons
Chicago, IL                             212            4,527,850         4,527,850          10,447,050       Section 8      92%

Michael J. Dobens
   Limited Partnership I
Brentwood Manor II
Nashua, NH                               22              300,000           300,000             674,728       Section 8     100%


<PAGE>


                                                          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, 2002    March 31, 2002    December 31, 2001     Subsidy *    2002
------------------------------------ ------------------------------------------------ ---------------------------------------------

Cass House Associates Limited
   Partnership (a Massachusetts
   Limited Partnership)
Cass House/Roxbury Hills
Boston, MA                              111            2,141,090         2,141,090          13,557,114         None      95%

Chestnut Lane Limited
   Partnership (A Limited
   Partnership)
Chestnut Lane
Newnan, GA                               50              282,510           282,510           1,455,342         None     100%

Coronado Courts Limited
   Partnership
Coronado Courts
Douglas, AZ                             145            1,800,000         1,800,000           3,568,337       Section 8  100%

Glennville Properties
   (A Limited Partnership)
Country Estates
Glennville, GA                           24              121,910           121,910             588,595         FmHA     100%

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

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

<page>


                                                         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, 2002    March 31, 2002    December 31, 2001      Subsidy *    2002
------------------------------------ ------------------------------------------------ ---------------------   ----------   -------


Duluth Limited Partnership (1)
Duluth
Sioux Falls, SD

Oregon Landmark-Three
   Limited Partnership
Elmore Hotel
Great Falls, MT                          60            1,022,000         1,022,000           2,957,441       Section 8     80%

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

Hazel-Winthrop Apartments (An
   Illinois Limited Partnership)
Hazel-Winthrop
Chicago, IL                              30              350,400           350,400           2,083,184       Section 8    100%

Heritage Court
   Limited Partnership
Park Terrace
Dundalk, MD                             101            2,048,750         2,048,750           3,494,084         None       100%

Hughes Apartments
   Limited Partnership
Hughes
Mandan, ND                               47              379,453           379,453           1,210,000       Section 8     96%


<PAGE>


                                                         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, 2002    March 31, 2002    December 31, 2001      Subsidy *   2002
------------------------------------ ------------------------------------------------ ---------------------  ----------- ----------


Lakeview Heights Apartments,
   Ltd. (A Limited Partnership)
Lakeview Heights
Clearfield, UT                           83              584,000           584,000           2,658,168       Section 8     96%

Logan Plaza Associates
Logan Plaza
New York NY                             130            2,240,000         2,240,000          10,057,047         None        97%

New Medford Hotel Associates
   Limited Partnership
New Medford Hotel
Medford, OR                              76            1,365,100         1,365,100           3,026,176       Section 8    100%

New Sweden Housing Associates
   (A Limited Partnership)
Heritage View
New Sweden, ME                           24              237,250           237,250           1,146,427        FmHA         63%

2225 New York Avenue, Ltd.
   (A Limited Partnership)
Pebble Creek
Arlington, TX                           352            2,512,941         2,512,941           7,955,434       Section 8     99%

Perryville Associates I, L.P.
   (A Limited Partnership)
Hillcrest III
Perryville, MO                           24              128,115           128,115             586,034         FmHA       100%

Pine Village Limited Partnership
   (A Limited Partnership)
Pine Village
Pine Mountain, GA                        36              188,340           188,340             927,933         FmHA       100%

<page>

                                                        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, 2002    March 31, 2002    December 31, 2001     Subsidy     2002
------------------------------------ ------------------------------------------------ ---------------------------------------------


Rolling Green Housing Associates,
   Ltd. (a Limited Partnership)
Rolling Green
Edmond, OK                              166            1,855,650         1,855,650           4,630,603       Section 8     97%

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

Sundance Housing Associates,
   Ltd. (A Limited Partnership)
Sierra Vista
Aurora, CO                              160            2,271,751         2,271,751           6,095,527       Section 8    100%

Talbot Village Limited Partnership
   (A Limited Partnership)
Talbot Village
Talbotton, GA                            24              121,180           121,180             594,406         FmHA       100%

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

Trenton Apartments, Ltd.
   (A Limited Partnership)
Trenton
Salt Lake City, UT                       37              237,250           237,250             840,865       Section 8     68%


<PAGE>


                                                         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, 2002    March 31, 2002    December 31, 2001    Subsidy      2002
------------------------------------ ------------- ------------------------------------------------------------------------------


Verdean Gardens Associates Limited
   Partnership (a Massachusetts
   limited partnership)
Verdean Gardens
New Bedford, MA                         110           2,409,000           2,409,000         7,195,633         None         90%

Willowpeg Village Limited Partnership
   (A Limited Partnership)
Willowpeg Village
Rincon, GA                               57              288,400            288,400         1,459,314         FmHA        100%

Windsor Court Housing Associates,
   Ltd. (a Limited Partnership)
Windsor Court
Aurora, CO                              143            1,815,500         1,815,500          4,571,915       Section 8      97%
                                     ------          -----------      ------------        -------------
                                      2,290        $  29,881,060     $  29,881,060      $  94,664,320
                                     ======          ===========      =============       =============

</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>


One Local Limited Partnership invested in by the Partnership, Boulevard Commons,
represents more than 10% of the total capital contributions made to Local
Limited Partnerships by the Partnership. Boulevard Commons is a 212-unit
rehabilitation apartment complex with six buildings located in Chicago,
Illinois.

Boulevard Commons was initially financed by a first mortgage at 10% interest,
insured by the U.S. Department of Housing and Urban Development ("HUD") and was
refinanced at 8.875% on April 6, 1995. Principal and interest payments of
$74,916 commenced June 1, 1995 and continue to May 1, 2035. In addition, there
is a junior mortgage payable to the City of Chicago which bears interest at 3%
per annum and matures at the later of July 1, 2030 or the retirement of the FHA
insured mortgage. Principal and interest are due in a lump sum upon maturity.

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, continue to operate
below break-even. 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 and Verdean) structured workouts that included
additional subsidy 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 General Partners of Cass and
Verdean to find a solution to the problems that will result from the withdrawn
subsidies. Due to the existing operating deficits and the dependence on these
subsidies, Cass and Verdean have defaulted on their mortgage obligations. On
December 16, 1998, the Partnership joined with the RSO and about 20 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.

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.

<page>

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 April 4, 2002, there were 3,245 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, 2002 and 2001.

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

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.

Accounting Policies

The Partnership's accounting polices 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 Partnership investments
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.

Liquidity and capital resources

At March 31, 2002, the Partnership has cash and cash equivalents of $159,144, as
compared with $618,780 at March 31, 2001. The decrease is primarily attributable
to advances to Local Limited Partnerships and cash used for operations.

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, 2002, approximately $377,000 of cash, cash equivalents
and marketable securities has been designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $780,000 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, 2002, the Partnership has advanced approximately $1,680,000 to Local Limited
Partnerships to fund operating deficits.

<page>

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 $488,000 of operating funds 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, 2002, 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, 2002. 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

2002 versus 2001

The Partnership's results of operations for the year ended March 31, 2002
resulted in a net loss of $796,629, as compared to a net loss of $707,943 for
the same period in 2001. The increase in net loss is primarily due to an
increase in the provision for valuation of advances to Local Limited
Partnerships and a decrease in revenue. The increase in provision for valuation
of advances to Local Limited Partnerships is the result of a reserve for
advances made to certain Local Limited Partnerships. The decrease in revenue is
primarily attributable to fewer distributions from Local Limited Partnership
with carrying values of zero. This is partially offset by a decrease in equity
in losses of Local Limited Partnerships. 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 2001 and 2000 Low-Income Housing Tax Credits per Unit for individuals were
$1.18 and $9.37, respectively. The 2000 Low-Income Housing Tax Credits per Unit
for corporations was $10.22. The Tax Credits per Limited Partnership Unit
stabilized in 1991 at approximately $148.00 per Unit for individuals and $158.00
per Unit for corporations. The credits have decreased significantly as several
Properties have reached the end of the ten-year credit period. However, because
the Tax Credit compliance periods generally extend five years beyond the Tax
Credits, the Partnership intends to hold its Local Limited Partnership
investments for the foreseeable future.

Property discussions

The Partnership's investment portfolio consists of limited partnership interests
in twenty-eight Local Limited Partnerships, each of which owns and operates a
multi-family apartment complex. A majority of the Properties 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 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. Also,
the Managing General Partner, in the normal course of the Partnership's
business, may desire to dispose of certain Local Limited Partnerships. The
following property discussions focus only on such Properties.

<page>

As previously reported, the Local General Partner of Barrington Manor, located
in Fargo, North Dakota, and Duluth, located in Sioux Falls, South Dakota,
expressed to the Managing General Partner concerns over the long-term financial
health of the Properties. 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 Partnerships to an
affiliate of the Local General Partner in November 1997. The Managing General
Partner also has the right to transfer the Partnership's remaining interest to
the Local General Partner any time after one year from the initial transfer.

With regard to Duluth, the Managing General Partner transferred the
Partnership's remaining interest in the Local Limited Partnership effective
January 1, 2001. With regard to Barrington Manor, due to subsequent transfers by
the Local General Partner of its interests in the Local Limited Partnership, the
Managing General Partner had the right to transfer the remaining Local Limited
Partnership interest after September 1, 2001. The Property no longer generates
tax credits. The Managing General Partner will continue to closely monitor the
operations of Barrington Manor.

The Local General Partner of Chestnut Lane, located in Newman, Georgia, Country
Estates, located in Glenville, Georgia, Pine Village, located in Pine Mountain,
Georgia, Talbot Village, located in Talbottom, Georgia, and Willopeg Village,
located in Rincon, Georgia, expressed to the Managing General Partner concerns
over the long-term financial health of the Properties. In response to these
concerns and to reduce possible future risk, the Managing General Partner
reached agreement with the Local General Partner on a plan that will ultimately
transfer ownership of the Local Limited Partnerships to the Local General
Partner. The plan includes provisions to minimize the risk of recapture. The
Managing General Partner has yet to transfer any of the Partnership's interest
in these Local Limited Partnerships. The tax credit compliance period for the
Properties expires during 2004.

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 Common's 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% 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 has the right to transfer the Partnership's remaining interest
to the new Local General Partner any time after one year from October 9, 1998.
Currently, the Managing General Partner continues to work with the United States
Department of Housing and Urban Development ("HUD ") to obtain final approval to
transfer the Partnership's remaining 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. Further, as previously reported, the Managing
General Partner had been working with the Local General Partner to identify a
replacement partner to assume General and Limited Partner interests in the
property. On March 26th the Local General Partner was replaced and the Managing
General Partner, on behalf of the Partnership, entered into an agreement to
transfer 48.5% of the Partnership's interest in the Local Limited Partnership to
the replacement Local General Partner. The agreement includes provisions to
minimize the risk of recapture. The Partnership has the right to fully dispose
of its interest in the Local Limited Partnership by March 27, 2004. At the time
of the transfer of Partnership interests, the Property's name was changed to
Manhattan Park.

<page>

As previously reported, Bittersweet Apartments, located in Randolph,
Massachusetts, Cass House, located in Boston, Massachusetts, and Verdean
Gardens, located in New Bedford, Massachusetts, have had operating difficulties.
All of 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, Verdean and Bittersweet) structured workouts that included
additional subsidy 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 General Partners of Cass,
Verdean and Bittersweet 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 20 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 and Verdean have defaulted on their mortgage obligations. With
regard to Bittersweet, subsequent to receiving MHFA approval of the transaction,
the Partnership redeemed its interest in Bittersweet during the third quarter of
2001. As a result, the Partnership no longer has an interest in this property.

Due to persistent operating deficits and concern over the long-term financial
viability of Sierra Pointe, located in Las Vegas, Nevada, the Managing General
Partner negotiated an agreement that will ultimately transfer ownership of the
Partnership's interest in the Local Limited Partnership to the Local General
Partner. This plan includes provisions to minimize the risk of recapture.
Pursuant to this agreement, the Partnership transferred 49.5% of its interest in
the capital and profits of the local limited partnership to the Local General
Partner during May 2000 and May 2001. As a result, the Partnership currently has
a 1% interest in the Local Limited Partnership. The Managing General Partner has
the right to transfer the Partnership's remaining interest in the Local Limited
Partnership to the Local General Partner. The Property no longer generates tax
credits. The Managing General Partner will continue to monitor the operations of
the Property.

Occupancy at Elmore Hotel, located in Great Falls, Montana, has recently
stabilized after having fluctuated due to the opening of a new tax credit
property in the area during Fall 1999/Winter 2000. However, because the new
property offers larger units and a full amenities package, Elmore Hotel needed
to reduce rents to improve occupancy. The Property's tax credits expired in 1997
and a Housing Assistance Payment contract that benefits the Property is
scheduled to expire in 2002, pending extensions. The Managing General Partner
has begun discussions with the Local General Partner regarding the disposition
of the Partnership's interest in the Property.

Although Coranado Courts, located in Douglas, Arizona, continues to maintain a
high level of occupancy and operations remain strong, recent HUD approved rent
increases have not kept pace with the increase in operating expenses.
Additionally, the local housing authority has discontinued its policy of paying
80% of the rent on vacant units. The Property generated its last year of tax
credits during 1997 and a Housing Assistance Payment contract is scheduled to
expire in 2002, pending extensions. During the second quarter of 2002, the
Property's outstanding mortgage indebtedness was refinanced, which will allow
the Property to operate above break-even. In conjunction with this refinancing,
the Managing General Partner negotiated an agreement that will ultimately
transfer ownership of the Partnership's interest in the Local Limited
Partnership to an affiliate of the Local General Partner. The Partnership has
the right to put its interest to the designated entity anytime during the
24-month period beginning January 1, 2003. The put price of the Partnership's
interest is $500,000, payable in the form of a non-interest bearing note, with
annual payments from available cash flow.

<page>

Operations at Hughes, located in Mandan, North Dakota, have 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
restructured 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 have periodically funded the Property's operating deficits.
Recently, while exploring disposition strategies for the Partnership's interest
in the Property, the Managing General Partner became aware that an adjacent site
has caused environmental contamination to the Property. The Property has
incurred additional expenses to research the environmental contamination. The
Managing General Partner believes the Partnership has recourse against the
entity that caused the contamination. Due to the Property's operations, the
contamination, and its future liquidity, the value of the Partnership's limited
partnership interest is diminished.

Heritage View, located in New Sweden, Maine, has struggled to maintain occupancy
over the past several quarters. Despite an aggressive advertising campaign,
leasing available units has been difficult due to local economic conditions.
Although the Property will continue to generate a minimal amount of tax credits
through 2003, substantially all of its tax credits were generated prior to 2000.
The Managing General Partner will continue to closely monitor the operations of
the Property.

Occupancy at Lakeview Heights has declined in recent months due to the addition
of several new affordable housing properties in the area. The Property needs
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
and a Housing Assistance Payment ("HAP") contract that benefits the Property is
scheduled to expire in 2002, pending extensions. If the HAP contract cannot be
extended, it is likely that Property operations will continue to decline. The
Managing General Partner has begun to identify possible disposition strategies
with respect to its interest in the Property.

Logan Plaza, located in West Harlem, New York, is 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 ends in 2003 and the Managing General Partner will
begin to identify possible disposition strategies with respect to its interest
in the Property.

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
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If there is a significant impairment in carrying value,
a provision to write down the asset to fair value will be recorded in the
Partnership's financial statements.

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, 2002 and 2001.

Since some of the Properties benefit from some sort 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 of the Properties listed in this Report 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.

<page>

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 29 Franklin  Street, Inc.,
a Massachusetts  corporation  (the "Managing  General Partner"),  an affiliate
of Lend Lease Real Estate Investments,  Inc. ("Lend Lease").  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                Principal, Head of Housing and Community Investment
Michael H. Gladstone        Principal, Member, Legal
Lauren M. Guillette         Principal, Member, Legal

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 29
Franklin Street, 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 46, Principal, Head of Housing and Community Investment Group
- Ms. Netzer is responsible for tax credit investment programs to institutional
clients. She joined Lend Lease as a result of the Boston Financial acquisition,
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 45,  Principal,  Member,  Legal - Mr. Gladstone is
responsible for legal work in the areas of affordable and conventional  housing
and  investment  products and  services.  He joined Lend Lease as a result of
the Boston  Financial  acquisition, 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).

<page>

Lauren M. Guillette, age 37, Principal, Member, Legal - Ms. Guillette is
responsible for legal work in the areas of affordable and conventional housing
and investment products and services. She joined Lend Lease as a result of the
Boston Financial acquisition, starting with Boston Financial in 1996 as the
firm's Assistant General Counsel. Prior to joining Boston Financial, Ms.
Guillette was associated with the law firm of Peabody & Brown where she
practiced real estate syndication and securities law. Ms. Guillette is a
graduate of McGill University (BA) and Suffolk University (J.D.).

Item 10.  Management Remuneration

Neither the  directors nor officers of Franklin,  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 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, Inc., Franklin
L.P., Lend Lease 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 Lend
Lease) 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
Lend Lease) 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, 2002 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, 2002 is presented as follows:

<page>

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, 2002.

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, 2002.

Salaries and benefits expense reimbursements

An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries, benefits and administrative 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, 2002 are
as follows:

                                               2002              2001
                                            -----------        ----------

       Salaries and benefits expense
         reimbursements                     $  223,492        $  325,093

Cash distributions paid to the General Partners

In accordance with the Partnership Agreement, the General Partners of the
Partnership, Franklin, Inc. and Franklin Limited Partnership, 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, 2002.

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 Lend Lease and its affiliates during each of the
two years ended March 31, 2002 is presented in Note 5 to the Financial
Statements.







<PAGE>



Item 13.  Exhibits 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)      Reports on Form 8-K:
     No Reports on Form 8-K were filed during the year ended March 31, 2002.


<PAGE>


                                   SIGNATURES



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

     BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

     By:   29 Franklin Street, Inc.
           its Managing General Partner



     By:   /s/Jenny Netzer                         Date:    June 28, 2002
           --------------------------------                 -------------
           Jenny Netzer
           Principal, Head of Housing and
           Community Investment


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:    June 28, 2002
           ------------------------------                  -------------
           Jenny Netzer
           Director


     By:   /s/Michael H. Gladstone                 Date:   June 28, 2002
           -----------------------------                   -------------
           Michael H. Gladstone
           Director



<page>

                        Report of Independent Accountants


To the Partners of
Boston Financial Qualified Housing Limited Partnership


In our opinion, based upon our audits and the reports of other auditors, the
financial statements listed in the accompanying index present fairly, in all
material respects, the financial position of Boston Financial Qualified Housing
Limited Partnership (the "Partnership") as of March 31, 2002, and the results of
its operations and its cash flows for each of the two years in the period ended
March 31, 2002 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. The Partnership accounts for its
investment in Local Limited Partnerships, as discussed in Note 2 of the notes to
the financial statements, using the equity method of accounting. We did not
audit the financial statements of the Local Limited Partnerships, investments in
which the Partnership's investment in Local Limited Partnerships is stated at
$537,224 at March 31, 2002, and the Partnership's equity in earnings (losses) of
Local Limited Partnerships is stated at $(210,783) and $(309,565) for the years
ended March 31, 2002 and 2001, respectively. The financial statements of these
Local Limited Partnerships were audited by other auditors whose reports thereon
have been furnished to us, and our opinion expressed herein, insofar as it
relates to amounts included for Local Limited Partnerships, is based solely upon
the reports of other auditors. We conducted our audits of the Partnership's
financial statements in accordance with auditing standards generally accepted in
the United States of America which 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 and the reports of the other auditors provide a reasonable basis for our
opinion.




/s/PricewaterhouseCoopers LLP
June 21, 2002
Boston, Massachusetts

<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                          ANNUAL REPORT ON FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2002

                                      INDEX


                                                                        Page No.

Report of Independent Accountants
     For the years ended March 31, 2002 and 2001                          F-2

Financial Statements

     Balance Sheet - March 31, 2002                                       F-3

     Statements of Operations - For the years ended
       March 31, 2002 and 2001                                            F-4

     Statements of Changes in Partners' Equity (Deficiency) -
       For the years ended March 31, 2002 and 2001                        F-5

     Statements of Cash Flows - For the years ended
       March 31, 2002 and 2001                                            F-6

     Notes to the Financial Statements                                    F-7




<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                                  BALANCE SHEET
                                 March 31, 2002



<TABLE>
<CAPTION>
<S>                                                                                         <C>
Assets

Cash and cash equivalents                                                                    $     159,144
Marketable securities, at fair value (Note 3)                                                      217,771
Investments in Local Limited Partnerships, net (Note 4)                                            537,224
Other assets                                                                                           799
                                                                                             -------------
     Total Assets                                                                            $     914,938
                                                                                             =============
Liabilities and Partners' Equity

Accounts payable to affiliate (Note 5)                                                       $     223,492
Accrued expenses                                                                                    28,013
                                                                                             -------------
     Total Liabilities                                                                             251,505
                                                                                             -------------

General, Initial and Investor Limited Partners' Equity                                             660,117
Net unrealized gains on marketable securities                                                        3,316
                                                                                             -------------
     Total Partners' Equity                                                                        663,433
                                                                                             -------------
     Total Liabilities and Partners' Equity                                                  $     914,938
                                                                                             =============
</TABLE>

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

<PAGE>


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS
                   For the Years Ended March 31, 2002 and 2001


<TABLE>
<CAPTION>
<S>                                                                       <C>                 <C>
                                                                                  2002                 2001
Revenue:
   Investment                                                              $      25,099       $      56,236
   Other                                                                         129,164             212,860
                                                                           -------------       -------------
       Total Revenue                                                             154,263             269,096
                                                                           -------------       -------------
Expenses:
   General and administrative (includes
     reimbursements to affiliate of $223,492 and
     $325,093, in 2002 and 2001, respectively) (Note 5)                          543,401             555,630
   Amortization                                                                   16,716              21,844
   Provision for valuation of advances to Local Limited
     Partnerships                                                                179,992              90,000
                                                                           -------------       -------------
       Total Expenses                                                            740,109             667,474
                                                                           -------------       -------------
Loss before equity in losses of
   Local Limited Partnerships                                                   (585,846)           (398,378)

Equity in losses of Local Limited Partnerships (Note 4)                         (210,783)           (309,565)
                                                                           -------------       -------------

Net Loss                                                                   $    (796,629)      $    (707,943)
                                                                           =============       =============
Net Loss allocated:
   General Partners                                                        $      (7,966)      $      (7,079)
   Limited Partners                                                             (788,663)           (700,864)
                                                                           -------------       -------------
                                                                           $    (796,629)      $    (707,943)
Net Loss per Limited Partner Unit                                          =============       =============

   (50,000 Units)                                                          $      (15.77)      $      (14.02)
                                                                           =============       =============
</TABLE>

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


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                    STATEMENTS OF CHANGES IN PARTNERS' EQUITY
                        (DEFICIENCY) For the Years Ended
                             March 31, 2002 and 2001
<TABLE>
<CAPTION>
<S>                                    <C>            <C>           <C>              <C>            <C>
                                                                                           Net
                                                         Initial       Investor        Unrealized
                                          General        Limited        Limited           Gains
                                         Partners      Partners        Partners         (Losses)          Total

Balance at March 31, 2000               $  (412,849)   $   4,648     $   2,572,890    $   (11,516)   $    2,153,173
                                        ------------   ----------    --------------   ------------   ---------------
Comprehensive Income (Loss):
   Change in net unrealized
     losses on marketable
     securities available for sale                -            -                 -         13,894            13,894
   Net Loss                                  (7,079)           -          (700,864)             -          (707,943)
                                        ------------   ----------    --------------   ------------   ---------------
Comprehensive Income (Loss)                  (7,079)           -          (700,864)        13,894          (694,049)
                                        ------------   ----------    --------------   ------------   ---------------

Balance at March 31, 2001                  (419,928)       4,648         1,872,026          2,378         1,459,124
                                        ------------   ----------    --------------   ------------   ---------------
Comprehensive Income (Loss):
   Change in net unrealized
     gains on marketable
     securities available for sale                -            -                 -            938               938
   Net Loss                                  (7,966)           -          (788,663)             -          (796,629)
                                        ------------   ----------    --------------   ------------   ---------------
Comprehensive Income (Loss)                  (7,966)           -          (788,663)           938          (795,691)
                                        ------------   ----------    --------------   ------------   ---------------

Balance at March 31, 2002               $  (427,894)   $   4,648     $   1,083,363    $     3,316    $      663,433
                                        ============   ==========    ==============   ============   ===============
</TABLE>



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

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP


                            STATEMENTS OF CASH FLOWS
                   For the Years Ended March 31, 2002 and 2001

<TABLE>
<CAPTION>
<S>                                                                         <C>               <C>
                                                                                   2002              2001
Cash flows from operating
activities:
   Net Loss                                                                  $    (796,629)    $    (707,943)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                                210,783           309,565
     Provision for valuation of advances to Local
       Limited Partnerships                                                        179,992            90,000
     Amortization                                                                   16,716            21,844
     Gain on sales of marketable securities                                         (1,143)           (2,279)
     Cash distributions included in net loss                                      (113,645)         (197,289)
     Other non-cash items                                                                -            19,998
Increase (decrease) in cash arising from changes in operating assets and
       liabilities:
       Other assets                                                                  3,974             5,747
       Accounts payable to affiliates                                               84,873            67,619
       Accrued expenses                                                             (8,341)            5,662
                                                                             --------------    --------------
Net cash used for operating activities                                            (423,420)         (387,076)
                                                                             --------------    --------------
Cash flows from investing activities:
   Advances to Local Limited Partnerships                                         (179,992)          (90,000)
   Cash distributions received from Local
     Limited Partnerships                                                          116,645           203,289
   Purchases of marketable securities                                             (100,277)         (300,154)
   Proceeds from sales and maturities
     of marketable securities                                                      127,408           860,897
                                                                             --------------    --------------
Net cash provided by (used for) investing activities                               (36,216)          674,032
                                                                             --------------    --------------

Net increase (decrease) in cash and cash equivalents                              (459,636)          286,956
Cash and cash equivalents, beginning                                               618,780           331,824
                                                                             --------------    --------------
Cash and cash equivalents, ending                                            $     159,144     $     618,780
                                                                             ==============    ==============
</TABLE>


                     The accompanying notes are an integral
                       part of these financial statements.
<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 29 Franklin Street 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
Lend Lease Real Estate Investments, Inc. ("Lend Lease"). The fiscal year of the
Partnership ends on March 31.

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,
2002, the Managing General Partner has designated approximately $377,000 of
cash, cash equivalents and marketable securities 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.

2.   Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of short-term money market instruments with
original maturities of ninety days or less and approximate fair value.

Marketable Securities

Marketable securities consist primarily of U.S. treasury instruments and various
asset-backed investment vehicles. The Partnership's marketable securities are
classified as "Available for Sale" securities and reported at fair value as
reported by the brokerage firm at which the securities are held. All marketable
securities have fixed maturities. Realized gains and losses from the sales of
securities are based on the specific identification method. Unrealized gains and
losses are excluded from earnings and reported as a separate component of
partners' equity.

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 income or loss of the
Local Limited Partnerships, additional investments in and cash distributions
from the Local Limited Partnerships. Equity in income or loss of the Local
Limited Partnerships is included in the Partnership's operations. The
Partnership has no obligation to fund liabilities of the Local Limited


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

Investments in Local Limited Partnerships (continued)

Partnerships beyond its investment and therefore a Local Limited Partnership's
investment will not be carried below zero. To the extent that equity losses are
incurred or distributions received when a Local Limited Partnership's respective
investment balance has been reduced to zero, the losses will be suspended to be
used against future income and distributions received will be included in
income.

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

The Partnership provides advances to the Local Limited Partnerships to finance
operations or to make debt service payments. The Partnership assesses the
collectibility of these 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 Managing General Partner has elected 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, 2001 and 2000.

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
carrying value is compared to the undiscounted future cash flows expected to be
derived from the asset. If a significant 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.

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.


<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


3.   Marketable Securities

<TABLE>
<CAPTION>
<S>                                      <C>                     <C>                     <C>
A summary of marketable securities is as follows:
                                                                       Gross
                                                                    Unrealized                  Fair
                                               Cost                   Gains                     Value
Debt securities issued by the
   US Treasury and
   other US government
   corporations and agencies              $     200,767           $        2,921          $      203,688

Mortgage backed securities                       13,688                      395                  14,083
                                          --------------          ---------------         ---------------
Marketable securities
   at March 31, 2002                      $     214,455           $        3,316          $      217,771
                                          ==============          ===============         ===============

The contractual maturities at March 31, 2002 are as follows:
                                                                                               Fair
                                                                       Cost                    Value

Due in less than one year                                         $      200,767          $      203,688
Mortgage backed securities                                                13,688                  14,083
                                                                  ---------------         ---------------
                                                                  $      214,455          $      217,771
                                                                  ===============         ===============
</TABLE>

Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales of securities
were approximately $101,000 and $461,000 during the fiscal years ended March 31,
2002 and 2001 respectively. Proceeds from the maturities of marketable
securities were approximately $26,000 and $400,000 during the fiscal years ended
March 31, 2002 and 2001, respectively. Included in investment income are gross
gains of $1,143 and $2,689 and gross losses of $0 and $410 that were realized on
these sales during the years ended March 31, 2002 and 2001, respectively.



<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4.   Investments in Local Limited Partnerships

The Partnership has limited partnership interests in twenty-seven Local Limited
Partnerships which were organized for the purpose of owning and operating
multi-family housing complexes, all of which are government assisted. Upon
dissolution of the Local Limited Partnerships, proceeds will be distributed
according to the respective Local Limited Partnership agreements.

The following is a summary of investments in Local Limited Partnerships at March
31, 2002:
<TABLE>
<CAPTION>
<S>                                                                                           <C>
Capital contributions and advances paid to Local Limited Partnerships
   and purchase price paid to withdrawing partners of Local Limited Partnerships               $  31,440,017

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $38,845,917)                                                           (30,190,992)

Cumulative cash distributions received from Local Limited Partnerships                            (2,022,087)
                                                                                               --------------

Investments in Local Limited Partnerships before adjustment                                         (773,062)

Excess investment costs over the underlying net assets acquired:

   Acquisition fees and expenses                                                                   3,888,342

   Cumulative amortization of acquisition fees and expenses                                         (989,110)
                                                                                               --------------

Investments in Local Limited Partnerships before reserve for valuation                             2,126,170

Reserve for valuation of investments in Local Limited Partnerships                                (1,588,946)
                                                                                               --------------

Investments in Local Limited Partnerships                                                      $     537,224
                                                                                               ==============
</TABLE>

For the year ended March 31, 2002, the Partnership advanced $179,992 to three
Local Limited Partnerships, all of which was reserved. The Partnership has
recorded a reserve for valuation for its investment in Local Limited
Partnerships because there is evidence of a non-temporary decline in the
recoverable amount of two of these investments.

<PAGE>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4.       Investments in Local Limited Partnerships (continued)

Summarized financial information of the Local Limited Partnerships in which the
Partnership has invested as of December 31, 2001 and 2000 (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:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
<S>                                                                         <C>                   <C>
                                                                                   2001                  2000
Assets:
   Investment property, net                                                  $     69,000,966      $    78,812,066
   Other assets                                                                     9,330,919           10,355,372
                                                                             -----------------     ----------------
     Total Assets                                                            $     78,331,885      $    89,167,438
                                                                             -----------------     ----------------

Liabilities and Partners' Deficit:
   Mortgage notes payable                                                    $     94,664,320      $    97,268,585
   Other debt                                                                      26,636,614           33,900,789
                                                                             -----------------     ----------------
     Total Liabilities                                                            121,300,934          131,169,374
                                                                             -----------------     ----------------

Partners' Deficit:
   Partnership's Deficit                                                          (41,302,290)         (40,603,136)
   Other partners' Deficit                                                         (1,666,759)          (1,398,800)
                                                                             -----------------     ----------------
     Total Partners' Deficit                                                      (42,969,049)         (42,001,936)
                                                                             -----------------     ----------------
       Total Liabilities and Partners' Deficit                               $     78,331,885      $    89,167,438
                                                                             =================     ================
Summarized Income Statements - for
the years ended December 31,
                                                                                   2001                  2000

Rental and other revenue                                                     $     17,930,781      $    19,468,980
                                                                             -----------------     ----------------
Expenses:
   Operating                                                                       11,479,392           10,991,400
   Interest                                                                         7,888,248            9,156,684
   Depreciation and amortization                                                    3,714,585            4,177,038
                                                                             -----------------     ----------------
     Total Expenses                                                                23,082,225           24,325,122
                                                                             -----------------     ----------------
Net Loss                                                                     $     (5,151,444)     $    (4,856,142)
                                                                             =================     ================
Partnership's share of Net Loss (Includes adjustment from prior years)       $     (4,981,002)     $    (4,910,149)
                                                                             =================     ================
Other partners' share of Net Loss                                            $        (51,666)     $      (106,079)
                                                                             =================     ================
</TABLE>

For the years ended March 31, 2002 and 2001, the Partnership has not recognized
$4,770,219 and $4,600,584, 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.

The Partnership's deficit as reflected by the Local Limited Partnerships of
$(41,302,290) differs from the Partnership's investments in Local Limited
Partnerships before adjustment of $(773,062) principally because: a) the
Partnership has not recognized $38,845,917 of equity in losses relating to Local
Limited Partnerships whose cumulative equity in losses and cumulative cash
distributions exceeded their total investments b) the purchase price paid to the
original Limited Partners by the Partnership has not been reflected in the
balance sheets of certain Local Limited Partnerships and c) the Partnership has
included advances of approximately $1,559,000 in investments in Local Limited
Partnerships which are included in liabilities in the balance sheet of the Local
Limited Partnerships.

<page>

             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


5.   Transactions with Affiliates

An affiliate of the Managing General Partner is reimbursed for the actual cost
of the Partnership's operating expenses. Included in general and administrative
expenses for the years ended March 31, 2002 and 2001 is $223,492 and $325,093,
respectively, that has been paid or is payable by the Partnership as
reimbursement for salaries and benefits. At March 31, 2002, $223,492 is payable
to an affiliate of the Managing General Partner.

An affiliate of the Managing General Partner may advance the Partnership amounts
to cover operating deficits and, in return, a non-interest bearing note would be
executed. This affiliate of the Managing General Partner has made a commitment
to defer collection of past or future Asset Management Fees, reimburse of
operating expenses and to defer collection of the note described above, to the
extent necessary to cover operating deficits of the Partnership.

6.  Transfer of Interests in Local Limited Partnerships

During the year ended March 31, 2001, the Partnership transferred its interest
in Delmar Housing Associates, Duluth Limited Partnership and Terrace Housing
Association, Ltd. The transfers had no financial statement impact because the
carrying value of these investments was already at zero.

During the year ended March 31, 2002, the Partnership transferred its interest
in MB Bitersweet Associates Limited Partnership and Siera Vista Housing
Associates, Ltd. The transfers had no financial statements impact because the
carrying value of these investments was already at zero.

As previously reported, Boulevard Commons, located in Chicago, Illinois, had
been experiencing operating deficits due to expenses increasing because of high
turnover at the property, security issues and increasing maintenance and capital
needs. As a result of these issues, Boulevard Common's mortgage went into
default. In October 1998, affiliates of the Managing General Partner replaced
the Local General Partners and 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% of the Partnership's capital and profits in the properties to
the new Local General Partner. The Managing General Partner has the right to
transfer the Partnership's remaining interest to the New Local General Partner
any time after one year has elapsed. These events had no financial statement
impact.


<PAGE>
             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


7.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2002 and 2001 to the net loss reported on the
Form 1065, U.S. Partnership Return of Income for the years ended December 31,
2001 and 2000:
<TABLE>
<CAPTION>
<S>                                                                                <C>            <C>
                                                                                        2002            2001

Net Loss per financial statements                                                   $   (796,629)  $   (707,943)

Adjustment for equity in losses of Local Limited Partnerships for financial
   reporting (tax) purposes in excess of equity in losses for tax (financial
   reporting)
   purposes                                                                           (1,352,256)        66,656

Equity in losses of Local Limited Partnerships not recognized
   for financial reporting purposes                                                   (4,770,219)    (4,600,584)

Adjustment to reflect March 31 fiscal year end  to
   December 31 taxable year end                                                           41,812       (100,624)

Provision for valuation of advances to Local Limited
   Partnerships for financial reporting purposes in excess of bad debt expense           109,992      1,074,445

Gain on write-off of investments in Local Limited Partnership
   recognized for tax purposes                                                         2,853,749         12,777

Amortization for tax purposes in excess of amortization
   for financial reporting purposes                                                     (139,003)      (228,275)

Cash distributions included in income for financial reporting purposes                  (138,530)      (102,447)
                                                                                    -------------  -------------
Net Loss per tax return                                                             $ (4,191,084)  $ (4,585,995)
                                                                                    =============  =============
</TABLE>

The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 2002 are as follows:

<TABLE>
<CAPTION>
<S>                                                   <C>                 <C>                 <C>
                                                          Financial               Tax
                                                          Reporting            Reporting
                                                          Purposes             Purposes         Differences

Investments in Local Limited Partnerships              $      537,224      $  (47,312,189)     $  47,849,413
                                                       ===============     ===============     ==============
Other assets                                           $      377,714      $    6,549,276      $  (6,171,562)
                                                       ===============     ===============     ==============
Liabilities                                            $      251,505      $      197,490      $      54,015
                                                       ===============     ===============     ==============
</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 reporting
purposes is approximately $48,580,000 greater than for financial reporting
purposes, including approximately $38,846,000 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 reporting purposes exceeds financial reporting purposes
by approximately $918,000; (iii) organizational and offering costs of
approximately $6,165,000 that have been capitalized for tax reporting purposes
are charged to Limited Partners' equity for financial reporting purposes; and
(iv) the write-off of one Local Limited Partnership during the three month lag
period.




<PAGE>