June 28, 2006



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


       Boston Financial Qualified Housing Limited Partnership
       Annual Report on Form 10-KSB for the Year Ended March 31, 2006
       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, 2006
                           -------------------------------------------------

                                       OR

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

For the transition period from                       to
                                 ------------------            -------------

                                      Commission file number       0-16796
                                                                --------------

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:
                                             Name of each exchange on
           Title of each class                  which registered
           -------------------             -------------------------------
                  None                             None
Securities registered pursuant to Section 12(g) of the Act:

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)
                                     50,000

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
                                                   Yes  X     No
                                                       ---      -

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-KSB 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, 2006
                                        --------------------------------


<PAGE>


                                       K-5
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.

<TABLE>
<CAPTION>

                                                                                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,
<S>                                                                             <C>
 File # 33-11910                                                                Part I, Item 1

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

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

Acquisition Reports                                                             Part I, Item 1

Prospectus - Sections Entitled:

     "Estimated Use of Proceeds"                                                Part III, Item 12

     "Management Compensation and Fees"                                         Part III, Item 12

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

</TABLE>

<PAGE>




             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                          ANNUAL REPORT ON FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2006

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>


PART 1                                                                                Page No.

       <S>       <C>                                                                   <C>
       Item 1     Business                                                              K-3
       Item 2     Properties                                                            K-5
       Item 3     Legal Proceedings                                                     K-12
       Item 4     Submission of Matters to a
                  Vote of Security Holders                                              K-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-13
       Item 7     Financial Statements and Supplementary Data                           K-19
       Item 8     Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                                K-19
       Item 8A    Controls and Procedures                                               K-19
       Item 8B    Other Information                                                     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-21
       Item 13    Exhibits, Financial Statement Schedules and

                  Reports on Form 8-K                                                   K-22
       Item 14    Principal Accountant Fees and Services                                K-22


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

CERTIFICATIONS                                                                          K-24
--------------

</TABLE>


<PAGE>



                                     PART I

Item 1.  Business

Boston Financial Qualified Housing Limited Partnership (the "Partnership") is a
limited partnership formed on January 22, 1987 under the Uniform Limited
Partnership Act of the State of Delaware. The Partnership's Partnership
Agreement ("Partnership Agreement") authorized the sale of up to 50,000 units of
Limited Partnership Interest ("Units") at $1,000 per Unit, adjusted for certain
discounts. The Partnership raised $49,963,740 ("Gross Proceeds"), net of
discounts of $36,260, through the sale of 50,000 Units. Such amounts exclude
five unregistered Units previously acquired for $5,000 by the Initial Limited
Partner, which is also one of the General Partners. The offering of Units
terminated on April 29, 1988.

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

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

Table A on the following page lists the Properties originally acquired by the
Local Limited Partnerships in which the Partnership has invested. Item 6 of this
Report contains other significant information with respect to such Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
each Local Limited Partnership interest have been described in supplements to
the Prospectus and collected in three post-effective amendments to the
Registration Statement and in two Form 8-K filings; such descriptions are
incorporated herein by this reference.


<PAGE>
<TABLE>
<CAPTION>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA


                                                                                                      Date
                              Properties owned by                                                   Interest
                         Local Limited Partnerships                Location                         Acquired

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

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

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

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. The Local General Partners of the
Local Limited Partnerships are identified in the Acquisition Reports, which are
incorporated herein by reference.

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

The Partnership is managed by Franklin Street 29, Inc., the Managing General
Partner of the Partnership. The other General Partner of the Partnership is
Franklin 29 Limited Partnership. The Partnership, which does not have any
employees, reimburses MMA Financial, Inc. ("MMA"), an affiliate of the General
Partners, 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 two 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%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state Tax Credit agency. In general, the Tax Credits run 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 Code, in order
to maintain eligibility for the Tax Credits at all times during the Compliance
Period. Once a Local Limited Partnership has become eligible for the Tax
Credits, it may lose such eligibility and suffer an event of recapture if its
Property fails to remain in compliance with the requirements.

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

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


<PAGE>
<TABLE>
<CAPTION>



                                                           Capital Contributions
          Local Limited Partnership                      Total          Paid          Mtge. Loans                     Occupancy at
                Property Name        Number of        Committed at    Through        Payable at          Type of         March 31,
             Property Location       Apts Units      March 31, 2006  March 31, 2006  December 31, 2005   Subsidy *          2006
     ----------------------------  ------------      -------------  ---------------- ----------------- --------------  -----------

<S>                        <C>

     Barrington Manor
       Limited Partnership (1)
     Barrington Manor
     Fargo, ND

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

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

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

     Boulevard Commons
       Limited Partnership (1)
     Boulevard Commons
     Chicago, IL

     Michael J. Dobens
       Limited Partnership I (1)
     Brentwood Manor II
     Nashua, NH

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                                          Capital Contributions
          Local Limited Partnership                      Total          Paid          Mtge. Loans                     Occupancy at
                Property Name        Number of        Committed at    Through        Payable at          Type of         March 31,
             Property Location       Apts Units      March 31, 2006  March 31, 2006  December 31, 2005   Subsidy *          2006
     ----------------------------  ------------      -------------  ---------------- ----------------- --------------  -----------

     Cass House Associates Limited
       Partnership
     Cass House/Roxbury Hills
     <S>                               <C>          <C>              <C>              <C>                  <c>              <C>
     Boston, MA                        111          $ 2,141,090      $ 2,141,090      $  7,601,380         None             92%

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

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

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

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

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



</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                                          Capital Contributions
          Local Limited Partnership                      Total          Paid          Mtge. Loans                     Occupancy at
                Property Name        Number of        Committed at    Through        Payable at          Type of         March 31,
             Property Location       Apts Units      March 31, 2006  March 31, 2006  December 31, 2005   Subsidy *          2006
     ----------------------------  ------------      -------------  ---------------- ----------------- --------------  -----------



     Duluth Limited Partnership (1)
     Duluth
     Sioux Falls, SD

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

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

     Hazel-Winthrop Apartments
       Limited Partnership (1) A
     Hazel-Winthrop
     Chicago, IL

     Heritage Court
       Limited Partnership
     Park Terrace
<S>                                    <C>            <C>              <C>                 <C>                              <C>
     Dundalk, MD                       101            2,048,750        2,048,750           1,565,611        None            96%

     Hughes Apartments
       Limited Partnership (1)
     Hughes
     Mandan, ND



</TABLE>


<PAGE>
<TABLE>
<CAPTION>



                                                          Capital Contributions
          Local Limited Partnership                      Total          Paid          Mtge. Loans                     Occupancy at
                Property Name        Number of        Committed at    Through        Payable at          Type of         March 31,
             Property Location       Apts Units      March 31, 2006  March 31, 2006  December 31, 2005   Subsidy *          2006
     ----------------------------  ------------      -------------  ---------------- ----------------- --------------  -----------


<S>                                  <C>
     Lakeview Heights Apartments,
       Ltd. (A Limited Partnership) (1)
     Lakeview Heights
     Clearfield, UT

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

     New Medford Hotel Associates
       Limited Partnership (1)
     New Medford Hotel
     Medford, OR

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

     2225 New York Avenue, Ltd.
       (A Limited Partnership)  (1)
     Pebble Creek
     Arlington, TX

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


</TABLE>


<PAGE>


<TABLE>
<CAPTION>



                                                          Capital Contributions
          Local Limited Partnership                      Total          Paid          Mtge. Loans                     Occupancy at
                Property Name        Number of        Committed at    Through        Payable at          Type of         March 31,
             Property Location       Apts Units      March 31, 2006  March 31, 2006  December 31, 2005   Subsidy *          2006
     ----------------------------  ------------      -------------  ---------------- ----------------- --------------  -----------


<S>                            <C>
     Pine Village Limited Partnership
       (A Limited Partnership) (1)
     Pine Village
     Pine Mountain, GA

     Rolling Green Housing Associates,
       Ltd. (a Limited Partnership) (1)
     Rolling Green
     Edmond, OK

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

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

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

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

     Trenton Apartments, Ltd,
        (a Limited Partnership) (1)
     Trenton
     Salt Lake City, UT

</TABLE>
<page>
<TABLE>
<CAPTION>
                                                          Capital Contributions
          Local Limited Partnership                      Total          Paid          Mtge. Loans                     Occupancy at
                Property Name        Number of        Committed at    Through        Payable at          Type of         March 31,
             Property Location       Apts Units      March 31, 2006  March 31, 2006  December 31, 2005   Subsidy *          2006
     ----------------------------  ------------      -------------  ---------------- ----------------- --------------  -----------


     Verdean Gardens Associates Limited
       Partnership (1)
     Verdean Gardens
     New Bedford, MA

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

     Windsor Court Housing Associates,
       Ltd. (a Limited Partnership) (1)
     Windsor Court
     Aurora, CO
                                      ------       --------------    ------------    ---------------
<S>                                     <C>       <C>                <C>             <C>
                                        212       $    4,189,840     $   4,189,840   $     9,166,991
                                      ======       ==============    =============   ===============

</TABLE>








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


<PAGE>




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

On or about July 13, 2004, Park G.P., Inc. ("Park") commenced litigation against
Boston Financial Qualified Housing Tax Credits L.P. IV ("QH IV") and its
purported general partners (collectively, the "Defendants") in Clay County,
Missouri, claiming that the Defendants breached QH IV's partnership agreement
and their fiduciary duties owed to Park by, among other things, failing to
permit inspection of certain alleged "books and records" of QH IV. On or about
October 7, 2004, Park sought leave of the court to amend its Petition to include
claims for inspection of the alleged "books and records" against the
Partnership, Boston Financial Qualified Housing Tax Credits L.P. II, Boston
Financial Qualified Housing Tax Credits L.P. III, Boston Financial Qualified
Housing Tax Credits L.P. V, Boston Financial Tax Credit Fund Plus, A Limited
Partnership, Boston Financial Tax Credit Fund VII, A Limited Partnership, and
their purported general partners (collectively, the "New Defendants"). On or
about October 8, 2004, Park moved the court for entry of a temporary restraining
order compelling the Defendants and the New Defendants to turn over the alleged
"books and records" in conjunction with a transaction Park was proposing
entering into. On October 12, 2004, the court denied Park's request for a
temporary restraining order, and on November 15, 2004 it granted the request to
amend the Petition.

In October, 2005, Park again sought leave of the court in the Missouri action to
amend its Petition, claiming that the Defendants were in violation of the
Partnership Agreement by disposing of interests in Local Limited Partnerships
following expiration of the Compliance Period(s) without first obtaining Limited
Partner consent. On or about October 11, 2005, Park moved the court for a
temporary restraining order prohibiting the Defendants from entering into any
agreement to sell, transfer, or otherwise convey any interest in Local Limited
Partnerships. On October 14, 2005, the court denied Park's request for a
temporary restraining order. In December 2005, the court granted Park's request
to amend its Petition to include the alleged claim regarding disposition of
Local Limited Partnership interests. The New Defendants have filed a motion to
dismiss the second amended complaint. That motion is pending. If the motion to
dismiss is denied, a trial is scheduled for this matter on October 16, 2006,
although it is possible that a portion of the case may be heard and resolved at
an earlier date.

The Defendants and the New Defendants maintain that Park is not entitled to
review the materials requested and/or use the materials in secondary market
transactions because, among other things: (i) they are not "books and records"
of the partnerships; (ii) Park does not seek to review them for a proper
purpose; and (iii) selective disclosure of the information to Park would give it
an unfair informational advantage in secondary market transactions and may
violate federal and/or state securities laws. The Defendants and New Defendants
accordingly intend on defending against the claims vigorously. The court has
scheduled an evidentiary hearing for May 31, 2006 with respect to Park's "books
and records" claims against the Defendants and the New Defendants. The
Defendants and New Defendants have not formed an opinion that an unfavorable
outcome is either probable or remote, and their counsel refrains from expressing
an opinion as to the likely outcome of the case or the range of any loss.

On August 24, 2004, the Partnership, Boston Financial Qualified Housing Tax
Credits L.P. II, Boston Financial Qualified Housing Tax Credits L.P. III, Boston
Financial Qualified Housing Tax Credits L.P. IV, Boston Financial Qualified
Housing Tax Credits L.P. V, Boston Financial Tax Credit Fund Plus, A Limited
Partnership, Boston Financial Tax Credit Fund VII, A Limited Partnership, and
Boston Financial Tax Credit Fund VIII, A Limited Partnership (collectively, the
"Partnerships"), and their general partners commenced litigation against Everest
Housing Investors 2, LLC ("Everest 2") and several other Everest-related
entities (collectively, the "Everest Entities") in Massachusetts state court,
seeking a declaratory judgment that certain materials the Everest Entities
sought to inspect are not "books and records" of the Partnerships and that the
Everest Entities are in any case not entitled to inspect said information under
applicable partnership agreements, partnership law or otherwise. On October 7,
2004, the Everest Entities filed an answer and counterclaim against the
Partnerships and their purported general partners, claiming that they breached
applicable partnership agreements, partnership law and their fiduciary duties to
the Everest Entities by failing to make the purported "books and records"
available. On January 12, 2005, the Partnerships moved to amend their complaint
to, among other things, add a claim based on Everest 2's breach of a November
24, 2003 letter agreement which compelled Everest 2 to keep confidential certain
information contemporaneously disseminated by four of the Partnerships to
Everest 2. The Court granted this Motion. Discovery in the matter is ongoing.

The Partnerships maintain that the Everest Entities are not entitled to review
the materials requested and/or use the materials in secondary market
transactions because, among other things: (i) they are not "books and records"
of the Partnerships; (ii) the Everest Entities do not seek to review them for a
proper purpose; and (iii) selective disclosure of the information to the Everest
Entities would give them an unfair informational advantage in secondary market
transactions and may violate federal and/or state securities laws. The
Partnerships have not formed an opinion that an unfavorable outcome is either
probable or remote, and their counsel refrains from expressing an opinion as to
the likely outcome of the case or the range of any loss.

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

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


None.
                                     PART II

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

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

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

As of March 31, 2006, there were 2,668 record holders of Units of the
Partnership.

Cash distributions, when made, are paid annually. No cash distributions were
paid during the year ended March 31, 2006. Cash distributions of $3,000,000 were
made to the Limited Partners during the year ended March 31, 2005.

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 are including this
statement for purposes of complying with these safe harbor provisions. Although
the Partnership believes the forward-looking statements are based on reasonable
assumptions, the Partnership can give no assurance that their expectations will
be attained. Actual results and timing of certain events could differ materially
from those projected in or contemplated by the forward-looking statements due to
a number of factors, including, without limitation, general economic and real
estate conditions and interest rates.


Executive Level Overview

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 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.

As of March 31, 2006, the Partnership's investment portfolio consisted of
limited partnership interests in two Local Limited Partnerships, each of which
owned and operated a multi-family apartment complex and each of which has
generated Tax Credits. As a result of a foreclosure on April 26, 2006 on the
property owned by one of the two Local Limited Partnerships, the Partnership's
investment portfolio currently consists of a limited partnership interest in one
Local Limited Partnership. Since inception, the Partnership generated Tax
Credits of approximately $1,633 per Limited Partner Unit. The aggregate amount
of Tax Credits generated by the Partnership was consistent with the objective
specified in the Partnership's prospectus.

Properties that receive low income housing Tax Credits must remain in compliance
with rent restriction and set-aside requirements for at least 15 calendar years
from the date the property is placed in service. Failure to do so would result
in recapture of a portion of the property's Tax Credits. The Compliance Period
of the Property in which the Partnership has an interest expired on December 31,
2002. The Managing General Partner has negotiated an agreement that will
ultimately allow the Partnership to dispose of its interest in the remaining
Local Limited Partnership. It is unlikely that the disposition of this Local
Limited Partnership interest will generate any material cash distributions to
the Partnership. Four of the Local Limited Partnerships in which the Partnership
had an investment were disposed of during the twelve months ended March 31,
2006.


The Managing General Partner will continue to closely monitor the operations of
the Property and will formulate disposition strategies with respect to the
Partnership's remaining Local Limited Partnership interest. The Partnership
shall dissolve and its affairs shall be wound up upon the disposition of the
final Local Limited Partnership interest and other assets of the Partnership.
Investors will continue to be Limited Partners, receiving K-1s and quarterly and
annual reports, until the Partnership is dissolved.

Critical Accounting Policies

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

The Local Limited Partnerships in which the Partnership invests are Variable
Interest Entities ("VIE"s). The Partnership is involved with the VIEs as a
non-controlling limited partner equity holder. Because the Partnership is not
the primary beneficiary of these VIEs, it accounts for its investments in the
Local Limited Partnerships using the equity method of accounting. As a result of
its involvement with the VIEs, the Partnership's exposure to economic and
financial statement losses is limited to its investments in the VIEs. The
Partnership may be subject to additional losses to the extent of any financial
support that the Partnership voluntarily provides in the future. Under the
equity method, a Local Limited Partnership investment will not be carried below
zero. To the extent that equity in losses are incurred when the Partnership's
carrying value of the respective Local Limited Partnership has been reduced to a
zero balance, the losses will be suspended and offset against future income.
Income from Local Limited Partnerships, where cumulative equity in losses plus
cumulative distributions have exceeded the total investment in Local Limited
Partnerships, will not be recorded until all of the related unrecorded losses
have been offset. To the extent that a Local Limited Partnership with a carrying
value of zero distributes cash to the Partnership, that distribution is recorded
as income on the books of the Partnership and is included in "other revenue" in
the accompanying financial statements.


The Partnership has implemented policies and practices for assessing
other-than-temporary declines in values of its investments in Local Limited
Partnerships. Periodically, the carrying values of the investments are compared
to their respective fair values. If an other-than-temporary decline in carrying
value exists, a provision to reduce the asset to fair value, as calculated based
primarily on remaining tax benefits, will be recorded in the Partnership's
financial statements. Generally, the carrying value of most Local Limited
Partnerships will decline through losses and distributions in amounts sufficient
to prevent other-than-temporary impairments.


Liquidity and Capital Resources

At March 31, 2006, the Partnership has cash and cash equivalents of $1,765,351,
as compared with $2,744,233 at March 31, 2005. The decrease is primarily
attributable to the purchase of investment securities, offset by proceeds from
the disposal of investments in Local Limited Partnerships.

The Managing General Partner initially designated 5% of the Gross Proceeds as
Reserves, as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Partnership and contingencies related to
the ownership of Local Limited Partnership interests. The Managing General
Partner may increase or decrease such Reserves from time to time, as it deems
appropriate. At March 31, 2006, $3,076,359 of cash, cash equivalents and
investment securities has been designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $964,000 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, 2006, the Partnership has advanced approximately $1,499,000 to Local Limited
Partnerships to fund operating deficits.

The Managing General Partner believes that the investment income earned on the
Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the
Partnership's ongoing operations. Reserves may be used to fund Partnership
operating deficits, if the Managing General Partner deems funding appropriate.
If Reserves are not adequate to cover the Partnership's operations, the
Partnership will seek other financing sources including, but not limited to, the
deferral of expenses paid to an affiliate of the Managing General Partner or
working with Local Limited Partnerships to increase cash distributions. To date,
the Partnership has used approximately $3,191,000 of operating funds and
proceeds from disposal of investments in Local Limited Partnerships to replenish
Reserves.

Since the Partnership invests as a limited partner, the Partnership has no
contractual duty to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, as of March 31, 2006, 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 were made to Limited Partners in the year ended March 31,
2006. During the year ended March 31, 2005, cash distributions of $3,000,000
were made to the Limited Partners. It is not expected that cash available for
distribution, if any, will be significant during the 2006 calendar year. Based
on the results of 2005 Property operations, the Local Limited Partnerships are
not expected to distribute significant amounts of cash to the Partnership
because such amounts will be needed to fund Property operating costs.

Results of Operations

The Partnership's results of operations for the year ended March 31, 2006
resulted in net income of $359,029, as compared to net income of $287,240 for
the same period in 2005. The increase in net income is primarily due to an
increase in gain on disposal of investments in Local Limited Partnerships, an
increase in investment income. The increase is partially offset by a decrease in
recovery of provision for valuation allowance on advances to Local Limited
Partnerships and an increase in general and administrative expenses. The
increase in gain on disposal of investments in Local Limited Partnerships is due
to the receipt of proceeds in the current year related to the disposition of
four Local Limited Partnerships in the prior year and one Local Limited
Partnership this year. The increase in investment income is primarily
attributable to an increase in investment securities arising from sale proceeds
received during the year end March 31, 2006, and the Partnership investing in
more lucrative securities. The decrease in recovery of provision for valuation
allowance on advances to Local Limited Partnerships resulted from the
reimbursement of advances in prior years made to Local Limited Partnership in
previous years. The increase in general and administrative expenses is due an
increase in expenses associated with auditing the Partnership's financial
statements partially offset by a decrease in changes due to an affiliate of the
Managing General Partner for operational and administrative expense necessary
for the operations of the Partnerships.

Low-Income Housing Tax Credits

The 2005 and 2004 Low-Income Housing Tax Credits per Unit for individuals was
$0.00 and $.21 respectively. The Tax Credits per Limited Partner stabilized in
1991 at approximately $148.00 per Unit for individuals and $158.00 per Unit for
corporations. The credits have decreased significantly as all Properties have
reached the end of the ten-year credit period.

Property Discussions

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

As previously reported, the Local General Partner of Barrington Manor, located
in Fargo, North Dakota, expressed to the Managing General Partner concerns over
the long-term financial health of the Property. In response to these concerns
and to reduce possible future risk, the Managing General Partner consummated the
transfer of 50% of the Partnership's capital and profits in the Local Limited
Partnership to an affiliate of the Local General Partner in November 1997. The
Managing General Partner had the right to transfer the Partnership's remaining
interest to the Local General Partner any time after one year from the initial
transfer. Due to subsequent transfers by the Local General Partner of its
interest in the Local Limited Partnership, the Managing General Partner had the
right to transfer the remaining Local Limited Partnership interest as of
December 1, 2001. The Partnership transferred its remaining 50% interest in the
Local Limited Partnership on September 15, 2005. The transfer resulted in 2005
taxable income of $57,091, or $1.14 per Unit. The Partnership no longer has an
interest in this Property. The Property generated its final year of Tax Credits
during 1998, and the Compliance Period ended in 2003.

As previously reported, during the past few years, Boulevard Commons, located in
Chicago, Illinois, experienced operating deficits due to expenses associated
with high unit turnover, security issues and increasing maintenance and capital
needs. As a result of these issues, Boulevard Commons' mortgage went into
default. In October 1998, affiliates of the Managing General Partner replaced
the Local General Partners with a new unaffiliated non-profit general partner.
The interest of the original Local General Partners was converted to a special
limited partner interest with no right to participate in the management of the
Local Limited Partnership. Further, the Managing General Partner consummated the
transfer of 48.5% of the Partnership's capital and profits in the Local Limited
Partnership to the new Local General Partner on October 9, 1998. The Managing
General Partner had the right to transfer the Partnership's remaining interest
to the new Local General Partner any time after one year from October 9, 1998.
After obtaining final approval to transfer the Partnership's remaining interest
in the Local Limited Partnership from the United States Department of Housing
and Urban Development ("HUD") on April 7, 2003, the Managing General Partner
transferred an additional 49.5% of its interest in the Local Limited
Partnership. The Partnership transferred its remaining 1% interest in the Local
Limited Partnership on June 11, 2004. As a result, the Partnership no longer has
an interest in this Local Limited Partnership. The transfer of the Partnership's
interest in this Local Limited Partnership resulted in taxable income of
$6,658,267, or approximately $133 per Unit.

As previously reported, the existing workout agreement between Pebble Creek,
located in Arlington, Texas, and HUD expired May 31, 1998. In December 1999, the
Local General Partner signed a Provisional Workout Agreement (PWA) with HUD. As
part of the PWA, the Partnership assumed the out-of-pocket costs of the workout
of approximately $700,000. During the third quarter of 2000, the Managing
General Partner secured HUD approval for a potential mark-to-market
restructuring. On March 18, 2002, a commitment letter for mark-to-market
restructuring was executed. As part of the restructuring commitment, HUD
approved the transfer of the Local General Partner and Limited Partner
interests. On March 26, 2002, the Local General Partner was replaced and the
Managing General Partner, on behalf of the Partnership, transferred 48.5% of the
Partnership's interest in the Local Limited Partnership to the replacement Local
General Partner. Concurrent with this transfer, the Property's name was changed
to Manhattan Park. On January 2, 2004, the Managing General Partner transferred
an additional 48.5% of the Partnership's interest to the Local General Partner.
The Partnership had the right to fully dispose of its interest in the Local
Limited Partnership as of March 27, 2004, and on January 3, 2005 the Partnership
transferred its remaining 2% interest, resulting in 2005 taxable income of
$25,713 or $.51 per Unit. The transfer of the Partnership's entire interest in
this Local Limited Partnership resulted in taxable income of $4,539,231, or
$90.78 per Unit.

As previously reported, Verdean Gardens and Cass House/Roxbury Hills, located in
New Bedford, Massachusetts and Boston, Massachusetts, respectively, received a
subsidy under the State Housing Assistance Rental Program ("SHARP"), which was
an important part of their annual income. As originally conceived, the SHARP
subsidy was scheduled to decline over time to match increases in net operating
income. However, increases in net operating income failed to keep pace with the
decline in the SHARP subsidy. Many of the SHARP properties, including Verdean
Gardens and Cass House/Roxbury Hills, structured workouts that included
additional subsidies in the form of Operating Deficit Loans ("ODLs"). Effective
October 1, 1997, the Massachusetts Housing Finance Agency ("MHFA"), which
provided the SHARP subsidies, withdrew funding of the ODLs from its portfolio of
seventy-seven subsidized properties. In addition, effective March 1, 2003, MHFA
cancelled SHARP payments for the rest of the state's fiscal year (September 20,
2003). The State did not reinstate payments for FY 2004 (September 21, 2003 to
September 20, 2004). Properties unable to make full debt service payments were
declared in default by MHFA.

On September 28, 2005 the first mortgage lender foreclosed on Verdean Gardens.
Although the Managing General Partner was aware that the Property was a
candidate for foreclosure, the Local General Partner failed to formally notify
the Managing General Partner of the default in a timely manner. However, given
the fact that the Property generated its final year of Tax Credits during 1999,
the Compliance Period ended in 2003 and there was no deemed value in excess of
debt, foreclosure had the same impact on the Partnership that a transfer of the
Partnership's interest to the Local General Partner would have had. In addition,
the foreclosure resulted in 2005 taxable income of $19,508,088 or $390.16 per
Unit. The Partnership no longer has an interest in this Local Limited
Partnership.

On March 24, 2006 the first mortgage lender initiated foreclosure proceedings on
Cass House through a Notice of Sale. On April 26, 2006 the first mortgage lender
foreclosed on Cass House. Foreclosure had the same impact on the Partnership
that a transfer of the Partnership's interest to the Local General Partner would
have had given the fact that the Property generated its final year of Tax
Credits during 1999, the Compliance Period ended in 2002 and there was no deemed
value in excess of debt. This foreclosure will result in 2006 taxable income
projected to be approximately $19,600,000 or $392 per Unit. The Partnership no
longer has an interest in this Local Limited Partnership.

As previously reported, although Coronado Courts, located in Douglas, Arizona,
maintained a high level of occupancy and operations remained strong,
HUD-approved rent increases had not kept pace with the increase in operating
expenses. Additionally, the local housing authority discontinued its policy of
paying 80% of the rent on vacant units. The Property generated its last year of
Tax Credits during 1997. During the second quarter of 2002, the Property's
outstanding mortgage indebtedness was refinanced. In conjunction with this
refinancing, the Managing General Partner negotiated an agreement that would
ultimately transfer ownership of the interest in the Local Limited Partnership
to an affiliate of the Local General Partner. The Partnership had the right to
put its interest to the designated entity anytime during the 24-month period
beginning January 1, 2003. The Managing General Partner exercised the put on
behalf of the Partnership in February 2003. The put price of the Partnership's
interest was $500,000, payable in the form of a non-interest bearing note, with
annual payments from available cash flow. The Partnership therefore no longer
has an interest in this Local Limited Partnership. As of March 31, 2006, the
Partnership has received two payments totaling $100,000, leaving a balance of
$400,000 on the note. The first payment of $50,000 was received in January 2005
and the second $50,000 was received in May 2005. Because the unpaid amount is
contingent on cash flow levels that may not be achieved and the timing and
amounts, if any, of future payments are uncertain, the Partnership has not
recorded a receivable on its balance sheet. The Managing General Partner, in
accordance with and as permitted by the Partnership Agreement, retained the
entire amount of net proceeds in Reserves.

As previously reported, Hillcrest III, located in Perryville, Missouri operated
at a deficit in 2002, despite strong occupancy. This was due to a decrease in
rental revenue and an increase in expenses. Since the Compliance Period ended in
2003 and in order to reduce possible future risk, the Managing General Partner
entered into a put agreement with the Local General Partner whereby the Managing
General Partner had the right to transfer the Partnership's interest to the
Local General Partner any time after January 1, 2004 for $5,000. Effective
January 2, 2004, the Managing General Partner exercised the put and the
Partnership received $5,000 for its interest in the Local Limited Partnership.
The Partnership no longer has an interest in this Property. The Managing General
Partner, in accordance with and as permitted by the Partnership Agreement,
retained the entire amount of net proceeds in Reserves. This sale resulted in
taxable income of $210,162, or approximately $4 per Unit.

As previously reported, Hazel-Winthrop, located in Chicago, Illinois had a
Restricted Use Agreement that prevented the Property from being sold as
market-rate housing until December 2008. In order for the Partnership to realize
the market value of this Property in 2005, the Managing General Partner and the
Local General Partner agreed upon a methodology whereby the Partnership would
realize in 2005 the present value of the net proceeds of the estimated market
value in 2009, or $375,000, in return for the Partnership's limited partner
interest. On December 30, 2005, the Partnership received $386,000, or
approximately $8 per Unit, in exchange for the Partnership's limited partner
interest. The transfer of the Partnership's interest in this Local Limited
Partnership resulted in 2005 taxable income of $1,318,164, or $26.38 per Unit.
The Managing General Partner, in accordance with and as permitted by the
Partnership Agreement, retained the entire amount of net proceeds in Reserves.
The Partnership no longer has an interest in the Local Limited Partnership as
HUD approved the Transfer of Physical Assets application on December 28, 2005.


As previously reported, Brentwood Manor II, located in Nashua, New Hampshire,
historically experienced weak financial results through 1999, due primarily to
the high interest rate on the Property's first mortgage and a lack of rent
increases. The original Local General Partner declared bankruptcy in 1997 and
was replaced with an affiliate of the Managing General Partner shortly
thereafter. In 1999, the Property's mortgages matured. After an extension of the
debt and a workout with the lenders, new first and second mortgages were placed
on the Property. In connection with this workout, the Partnership loaned the
Property $182,946 from Partnership Reserves to pay off the original second
mortgage at a $50,000 discount, deposited $17,500 into the Property's
replacement reserve and deposited $103,500 into an operating reserve. Also in
1999, a new management agent was hired. Due to the reduced debt, the lower
interest rate and better property management, operations had been stable since
1999. In June 2003, the Managing General Partner received an unsolicited offer
from the management agent to purchase the Property. In October 2003, an
appraisal of the Property was received, and a higher sales price was negotiated.
The Property's Compliance Period ended on December 31, 2003. On March 15, 2005,
a sale to the management agent in the amount of $874,000 was consummated that
resulted in net sales proceeds of approximately $191,000 to the Partnership
after loan repayments. On July 27, 2005, the Partnership received additional net
proceeds of approximately $28,000, bringing the total net sales proceeds to
approximately $219,000. The Managing General Partner, in accordance with and as
permitted by the Partnership Agreement, retained the entire amount of net
proceeds in Reserves. This sale, including the additional net proceeds
previously mentioned, resulted in 2005 taxable income of $278,038, or $5.56 per
Unit. The Partnership no longer has an interest in the Local Limited
Partnership.


The Managing General Partner had an agreement with an unaffiliated third party
entity that would ultimately allow the Partnership to dispose of its interest in
one of the Local Limited Partnerships. New Medford Hotel, located in Medford,
Oregon, was disposed of in September 2005, when the Partnership received $2,083
in exchange for the sale of a contingent note that was created in conjunction
with a Put option entered into with the previously mentioned unaffiliated third
party. Based on the operating performance of the Property, the Managing General
Partner determined that there was very little value above debt in the Property.
The Managing General Partner, in accordance with and as permitted by the
Partnership Agreement, retained the entire amount of net proceeds from this sale
in Reserves. The sale resulted in a 2005 taxable loss of $35,180, or $.70 per
Unit. The Compliance Period for this Property ended in 2004.

The Managing General Partner is currently working with the Local General Partner
of Park Terrace, located in Dundalk, Maryland, in developing an exit strategy
that, if successful, would allow the Partnership to transfer its interest in
2006.

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, 2006 and 2005.

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

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

Item 7.  Financial Statements and Supplementary Data

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

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


None.

Item 8A.  Controls and Procedures

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

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

Item 8B.  Other Information

No reports on Form 8-K were filed during the fourth quarter of the year ended
March 31, 2006.


                                    PART III


Item 9.  Directors and Executive Officers of the Registrant

The Managing  General  Partner of the  Partnership is Franklin  Street 29, Inc.,
a  Massachusetts  corporation  (the "Managing  General Partner"),  an affiliate
of MMA. The Managing  General  Partner was  incorporated  in January  1987.  The
Investment Committee of the Managing General Partner approved all  investments.
The names and  positions  of the  principal  officers and the  directors of the
Managing General Partner are set forth below.


     Name                                           Position

Jenny Netzer                                Executive Vice President
Michael H. Gladstone                        Principal, Member

The other General  Partner of the  Partnership is Franklin 29 Limited
Partnership,  a  Massachusetts  limited  partnership  ("Franklin L.P.") that was
organized in January 1987.  The General Partner of Franklin L.P. is Franklin
 Street 29, Inc.

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

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

Jenny Netzer, age 50, Executive Vice President - Ms. Netzer joined MMA as a
result of the Boston Financial and subsequent Lend Lease HCI acquisitions,
starting with Boston Financial in 1987 and leading Boston Financial's new
business initiatives and managing the firm's Asset Management division. Prior to
joining Boston Financial, Ms. Netzer served as Deputy Budget Director for the
Commonwealth of Massachusetts where she was responsible for the Commonwealth's
health care and public pension program's budgets. Ms. Netzer also served as
Assistant Controller at Yale University, as a former member of Watertown Zoning
Board of Appeals, as the Officer of Affordable Housing Tax Credit Coalition and
is 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 49, Principal, Member - Mr. Gladstone is responsible
for capital transactions work in the Asset Management group of MMA. He joined
MMA as a result of the Boston Financial and Lend Lease HCI acquisitions,
starting with Boston Financial in 1985 as the firm's General Counsel. Prior to
joining Boston Financial, Mr. Gladstone was associated with the law firm of
Herrick & Smith and served on the advisory board of the Housing and Development
Reporter. Mr. Gladstone has 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).

The Partnership is organized as a limited partnership solely for the purpose of
real estate investment and does not have any employees. Therefore the
Partnership has not adopted a Code of Ethics.

The Partnership is structured as a Limited Partnership that was formed
principally for real estate investment and is not a "listed" issuer as defined
by Rule 10A-3 of the Securities Exchange Act of 1934. Accordingly, neither an
audit committee nor a financial expert to serve on such a committee has been
established by the Partnership.

Item 10.  Management Remuneration

Neither the  directors  nor officers of Franklin  Street 29,  Inc.,  nor the
partners of Franklin  L.P. nor any other  individual  with significant
involvement in the business of the Partnership receives any current or proposed
remuneration from the Partnership.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2006, no person is known to the Partnership to be the beneficial
owner of more than 5% of the outstanding Units.

The equity securities registered by the Partnership under Section 12(g) of the
Act of 1934 consist of 50,000 Units, all of which have been sold to the public.
Holders of Units are permitted to vote on matters affecting the Partnership only
in certain unusual circumstances and do not generally have the right to vote on
the operation or management of the Partnership.

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

Except as described in the preceding paragraph, neither Franklin Street 29,
Inc., Franklin L.P., 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 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 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, 2006 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, 2006 is presented as follows:

Organizational Fees and Expenses and Selling Expenses

In accordance with the Partnership Agreement, the Partnership was required to
pay certain fees to and reimburse expenses of the General Partners and others in
connection with the organization of the Partnership and the offering of its
Limited Partnership Units. Selling commissions, fees and accountable expenses
related to the sale of the Units totaling $6,164,983 have been charged directly
to Limited Partners' equity. In connection therewith, $3,963,740 of selling
expenses and $2,201,243 of offering expenses incurred on behalf of the
Partnership have been paid to an affiliate of the General Partner. The
Partnership has capitalized an additional $50,000 of organizational costs, which
were reimbursed to an affiliate of the General Partner. These costs have been
fully amortized. Total organization and offering expenses, exclusive of selling
commissions and underwriting advisory fees, did not exceed 5.5% of the Gross
Proceeds, and organizational and offering expenses, inclusive of selling
commissions and underwriting advisory fees, did not exceed 15.0% of the Gross
Proceeds. No organizational fees and expenses and selling expenses were paid
during the two years ended March 31, 2006.

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, 2006.

Salaries and Benefits Expense Reimbursements

An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries, benefits and expenses. The reimbursements are based upon
the size and complexity of the Partnership's operations. reimbursements paid or
payable in each of the two years ended March 31, 2006 are as follows:

                                               2006                  2005
                                            --------------        ----------

Salaries and benefits expense reimbursements  $ 36,188            $  104,183

Cash Distributions Paid to the General Partners

In accordance with the Partnership Agreement, the General Partners of the
Partnership Street 29, Franklin, Inc. and Franklin LP, may 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, 2006.

Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to MMA and its affiliates during each of the two
years ended March 31, 2006 is presented in Note 5 to the Financial Statements.

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

(a) Documents filed as a part of this Report

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

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

(b)  Exhibits

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

Item 14.  Principal Accountant Fees and Services

The Partnership paid or accrued fees for services rendered by the principal
accountant for the two years end March 31, 2006 as follows:

                                    2006                  2005
                                --------------        ----------
Audit fees                      $       90,880         $    19,250
Tax fees                        $        2,400         $     1,950

No other fees were paid or accrued to the principal accountants during the two
years ended March 31, 2006.



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



     By:   /s/Jenny Netzer                          Date:    June 28, 2006
           -------------------------------                   -------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, Inc.




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, 2006
           -------------------------------                 ----------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, Inc.


     By:   /s/Michael H. Gladstone                Date:   June 28, 2006
           -------------------------------                -----------------
           Michael H. Gladstone
           Principal
           MMA Financial, Inc.







<page>
                . BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                                ANNUAL REPORT ON FORM 10-KSB
                             FOR THE YEAR ENDED MARCH 31, 2006

                                        INDEX

<TABLE>
<CAPTION>

                                                                           Page No.

Report of Independent Registered Public Accounting Firm
<S>                                                                          <C>
     for the years ended March 31, 2006 and 2005                             F-2

Financial Statements

     Balance Sheet - March 31, 2006                                          F-3

     Statements of Operations - For the years ended
       March 31, 2006 and 2005                                               F-4

     Statements of Changes in Partners' Equity (Deficiency) -
       For the years ended March 31, 2006 and 2005                           F-5

     Statements of Cash Flows - For the years ended
       March 31, 2006 and 2005                                               F-6

     Notes to the Financial Statements                                       F-7



</TABLE>

<PAGE>




              Report of Independent Registered Public Accounting Firm



To the Partners of
Boston Financial Qualified Housing Limited Partnership

In our opinion, the 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") at March 31,
2006, and the results of its operations and its cash flows for each of the two
years in the period ended March 31, 2006 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.



PricewaterhouseCoopers LLP
Boston, Massachusetts
June 28, 2006








<PAGE>


                BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP




                                  BALANCE SHEET
                                  March 31, 2006

<TABLE>
<CAPTION>


         Assets

<S>                                                                                               <C>
Cash and cash equivalents                                                                         $     1,765,351
Investment securities, at fair value (Note 3)                                                           1,311,008
Investments in Local Limited Partnerships (Note 4)                                                              -
Other assets                                                                                               11,952
                                                                                                  ---------------
   Total Assets                                                                                   $     3,088,311
                                                                                                  ===============

Liabilities and Partners' Equity

Accrued expenses                                                                                  $        15,163
                                                                                                  ---------------
   Total Liabilities                                                                                       15,163
                                                                                                  ---------------

General, Initial and Investor Limited Partners' Equity                                                  3,082,239
Net unrealized losses on investment securities                                                             (9,091)
                                                                                                  ---------------
   Total Partners' Equity                                                                               3,073,148
                                                                                                  ---------------
   Total Liabilities and Partners' Equity                                                         $     3,088,311
                                                                                                  ===============

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


<PAGE>



                BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                                STATEMENTS OF OPERATIONS
                   For the Years Ended March 31, 2006 and 2005


<TABLE>
<CAPTION>

                                                                                      2006                     2005
                                                                                ----------------         ----------
         Revenue:
<S>                                                                            <C>                  <C>
   Investment                                                                  $    101,041         $        49,805
   Other                                                                             10,713                  15,268
                                                                               ------------             -----------
     Total Revenue                                                                  111,754                  65,073
                                                                               ----------------         -----------

Expense:
   General and administrative (includes reimbursements
     to an affiliate in the amount of $36,188 and
     $104,183 in 2006 and 2005, respectively (Note 5)                               247,147                 244,693
   Recovery of prior year's provision for valuation allowance on
     advances to Local Limited Partnerships (Note 4)                                                       (235,106)
                                                                             ---------------        ---------------
                                                                        -
       Total Expense                                                                247,147                   9,587
                                                                           ----------------         ---------------

Income (Loss) before equity in income of Local Limited Partnerships and gain on
   disposal of investments in Local
   Limited Partnerships                                                            (135,393)                 55,486

Equity in income of Local Limited Partnerships (Note 4)                                   -                       -

Gain on disposal of investments in Local Limited
   Partnerships (Note 4)                                                            494,422                 231,754
                                                                           ----------------         ---------------

Net Income                                                                 $        359,029         $       287,240
                                                                           ================         ===============

Net Income allocated:
   General Partners                                                        $        407,994         $         2,872
   Limited Partners                                                                 (48,965)                284,368
                                                                           ----------------         ---------------
                                                                           $        359,029         $       287,240
                                                                           ================         ===============
Net Income (Loss) per Limited Partner Unit
   (50,000 Units)                                                          $         (0.98)         $          5.69
                                                                           ===============          ===============


</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, 2006 and 2005


<TABLE>
<CAPTION>


                                                                     Initial           Investor              Net
                                                  General            Limited            Limited          Unrealized
                                                 Partners            Partner           Partners            Losses             Total

<S>                                            <C>               <C>                <C>                <C>             <C>
Balance at March 31, 2004                      $    (380,135)    $        4,648     $    5,811,457     $           -   $ 5,435,970

Limited Partner Distribution (Note 5)                      -                  -         (3,000,000)                -    (3,000,000)

Net Income                                             2,872                  -            284,368                 -       287,240
                                               -------------     --------------     --------------     -------------   -----------

Balance at March 31, 2005                           (377,263)             4,648          3,095,825                 -     2,723,210
                                               -------------     --------------     --------------     -------------    ----------

Comprehensive Income (Loss):
  Change in net unrealized
       losses on investment securities
       available for sale                                  -                  -                  -            (9,091)       (9,091)
  Net Income (Loss)                                  407,994                  -            (48,965)                -       359,029
                                               -------------     --------------     --------------     -------------     ---------
Comprehensive Income (Loss)                          407,994                  -            (48,965)           (9,091)      349,938
                                               -------------     --------------     --------------     -------------     ---------

Balance at March 31, 2006                      $      30,731     $        4,648     $    3,046,860     $      (9,091)   $3,073,148
                                               =============     ==============     ==============     =============    ==========


</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, 2006 and 2005
<TABLE>
<CAPTION>




                                                                                 2006                     2005
                                                                           ----------------         ----------
Cash flows from operating activities:
<S>                                                                        <C>                      <C>
   Net Income                                                              $        359,029         $       287,240
   Adjustments to reconcile net income to net
     cash used for operating activities:
   Gain on disposal of investments in Local Limited
     Partnerships                                                                  (494,422)               (231,754)
   Recovery of provision for valuation allowance on advances
     to Local Limited Partnerships                                                        -                (235,106)
   Provision for valuation allowance on investments in Local
     Limited Partnerships
   Cash distributions included in net income                                              -                  (5,000)
   Accretion                                                                         (7,247)                      -
   Increase (decrease) in cash arising from changes
     in operating assets and liabilities:
   Accounts receivable                                                                    -                  37,174
   Other assets                                                                     (11,775)                   (117)
   Due to affiliates                                                                      -                (217,194)
   Accrued expenses                                                                  (6,037)                  3,612
                                                                           ----------------         ---------------
Net cash used for operating activities                                             (160,452)               (361,145)
                                                                           ----------------         ---------------

Cash flows from investing activities:
   Purchases of investment securities                                            (1,312,852)                      -
   Reimbursements of advances to Local Limited Partnerships                               -                 235,106
   Cash distributions received from Local
     Limited Partnerships                                                                 -                   5,000
   Proceeds received from disposal of investments in Local
     Limited Partnerships                                                           494,422                 231,754
                                                                           ----------------        ----------------
Net cash provided by (used for) investing activities                               (818,430)                471,860
                                                                           ----------------        ----------------

Cash flows from financing activities:
   Limited Partner distribution                                                           -              (3,000,000)
                                                                           ----------------         ---------------
Net cash  provided by (used for) financing activities                                     -              (3,000,000)
                                                                           ----------------        ----------------

Net decrease in cash and cash equivalents                                          (978,882)             (2,889,285)

Cash and cash equivalents, beginning                                             2,744,233                5,633,518
                                                                           ---------------          ---------------

Cash and cash equivalents, ending                                          $      1,765,351         $     2,744,233
                                                                           ================         ===============

</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 Franklin Street 29, Inc., which serves
as the Managing General Partner, and Franklin 29 Limited Partnership, which
serves as the Initial Limited Partner. Both of the General Partners are
affiliates of MMA Financial, Inc. ("MMA"). 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,
2006, the Managing General Partner has designated $3,076,359 of cash, cash
equivalents and investment 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. The
General Partners may have an obligation to fund deficits in their capital
accounts, subject to limits set forth in the Partnership Agreement. However, to
the extent that the General Partners' capital accounts are in deficit position
certain items of net income may be allocated to the General Partners in
accordance with the Partnership Agreement.

2.   Significant Accounting Policies

Cash Equivalents

Cash equivalents represent short-term, highly liquid instruments with original
maturities of 90 days or less.

Concentration of Credit Risk

The Partnership invests its cash primarily in money market funds with commercial
banks. At times, cash balances at a limited number of banks and financial
institutions may exceed federally insured amounts. Management believes it
mitigates its credit risk by investing in major financial institutions.

Investment Securities

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

<page>
                BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

         Investments in Local Limited Partnerships

The Local Limited Partnerships in which the Partnership invests are Variable
Interest Entities ("VIE"s). The Partnership is involved with the VIEs as a
non-controlling limited partner equity holder. Because the Partnership is not
the primary beneficiary of these VIEs, it accounts for its investments in the
Local Limited Partnerships using the equity method of accounting. As a result of
its involvement with the VIEs, the Partnership's exposure to economic and
financial statement losses is limited to its investments in the VIEs. The
Partnership may be subject to additional losses to the extent of any financial
support that the Partnership voluntarily provides in the future. Under the
equity method, a Local Limited Partnership investment will not be carried below
zero. To the extent that equity in losses are incurred when the Partnership's
carrying value of the respective Local Limited Partnership has been reduced to a
zero balance, the losses will be suspended and offset against future income.
Income from Local Limited Partnerships, where cumulative equity in losses plus
cumulative distributions have exceeded the total investment in Local Limited
Partnerships, will not be recorded until all of the related unrecorded losses
have been offset. To the extent that a Local Limited Partnership with a carrying
value of zero distributes cash to the Partnership, that distribution is recorded
as income on the books of the Partnership and is included in "other revenue" in
the accompanying financial statements.

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

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

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

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

The Managing General Partner have decided to report results of the Local Limited
Partnerships on a 90 day lag basis because the Local Limited Partnerships report
their results on a calendar year basis. Accordingly, the financial information
of the Local Limited Partnerships that is included in the accompanying financial
statements is as of December 31, 2005 and 2004 and for the years then ended.

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
other-than-temporary declines in values of its investments in Local Limited
Partnership. Periodically, the carrying values of the investments are compared
to their respective fair values. If an other-than-temporary decline in carrying
value exists, a provision to reduce the asset to fair value, as calculated based
primarily on remaining tax benefits, will be recorded in the Partnership's
financial statements.

Use of Estimates

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



<PAGE>



                BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

                        NOTES TO THE FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

Fair Value of Financial Instruments

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

Income Taxes

No provision for income taxes has been made as the liability for such taxes is
the obligation of the partners of the Partnership.

3.   Investment Securities

A summary of investment securities is as follows:
<TABLE>
<CAPTION>

                                                                   Gross               Gross
                                                                Unrealized          Unrealized            Fair
                                               Cost                Gains              Losses              Value

Debt securities issued by the US
Treasury and other US
<S>                                       <C>                 <C>                 <C>                <C>
Government Agency                         $    1,320,099      $            -      $       (9,091)    $    1,311,008
                                          --------------      --------------      --------------     --------------

Investment securities
   at March 31, 2006                      $    1,320,099      $            -      $       (9,091)    $    1,311,008
                                          ==============      ==============      ==============     ==============

The contractual maturities at March 31, 2006 are as follows:

                                                                                                        Fair
                                                                                Cost                    Value

Due in less than one year                                                 $       973,799           $     969,212
Due in one year to five years                                                     346,300                 341,796
                                                                          ---------------           -------------
                                                                          $     1,320,009           $   1,311,008
                                                                          ===============           =============


</TABLE>


<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 two Local Limited
Partnerships which were organized for the purpose of owning and operating
multi-family housing complexes, all of which are government assisted. The
Partnership's ownership interest in each Local Limited Partnership is 99%. The
Partnership may have negotiated or may negotiate options with the Local General
Partners to purchase or sell the Partnership's interests in the Local Limited
Partnerships at the end of the Compliance Period at nominal prices. In the event
that Local Limited Partnerships are sold to third parties, or upon dissolution
of the Local Limited Partnerships, proceeds will be distributed according to the
terms of each Local Limited Partnership agreement.

The following is a summary of investments in Local Limited Partnerships at March
31, 2006:
<TABLE>
<CAPTION>

Capital contributions and advances paid to Local Limited Partnerships
<S>                                                                                                  <C>
   and purchase price paid to withdrawing partners of Local Limited Partnerships                     $     4,336,490

Cumulative equity in losses of Local Limited Partnerships (excluding cumulative
   unrecognized losses of $15,045,524)                                                                   (4,615,959)

Cumulative cash distributions received from Local Limited Partnerships                                      (31,445)
                                                                                                     --------------

Investments in Local Limited Partnerships before adjustments                                               (310,914)

Excess investment costs over the underlying assets acquired:

   Acquisition fees and expenses                                                                            568,175

   Cumulative amortization of acquisition fees and expenses                                                 (94,202)
                                                                                                     --------------

Investments in Local Limited Partnerships before valuation allowance                                        163,059

Valuation allowance on investments in Local Limited Partnerships                                           (163,059)
                                                                                                     --------------

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

The Partnership has recorded a valuation allowance for its investments in
certain Local Limited Partnerships in order to appropriately reflect the
estimated net realizable value of these investments.

Summarized combined financial information of the Local Limited Partnerships in
which the Partnership has invested as of December 31, 2005 and 2004 (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:



<PAGE>



                BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                        NOTES TO THE FINANCIAL STATEMENTS (continued)


4.   Investments in Local Limited Partnerships (continued)

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>

                                                                                   2005                2004
                                                                             ----------------    ----------
Assets:
<S>                                                                          <C>                 <C>
   Investment property, net                                                  $      8,539,741    $     23,155,849
   Other assets                                                                     1,044,526           5,038,751
                                                                             ----------------    ----------------
     Total Assets                                                            $      9,584,267    $     28,194,600
                                                                             ================    ================

Liabilities and Partners' Equity (Deficiency):
   Mortgage notes payable                                                    $      9,166,991    $     42,723,895
   Other liabilities                                                               15,791,586          24,791,041
                                                                             ----------------    ----------------
     Total Liabilities                                                             24,958,577          67,514,936
                                                                             ----------------    ----------------

Partnership's equity (deficiency)                                                 (15,483,437)        (39,242,634)
Other partners' equity (deficiency)                                                   109,127             (77,702)
                                                                             ----------------    ----------------
   Total Partners' Deficiency                                                     (15,374,310)        (39,320,336)
                                                                             ----------------    ----------------
   Total Liabilities and Partners' Deficiency                                $      9,584,267    $     28,194,600
                                                                             ================    ================

Summarized Statements of Operations - for
the years ended December 31,

                                                                                   2005                2004
                                                                             ----------------    ----------

Rental and other income                                                      $      5,155,630    $      6,333,849

Expenses:
   Operating                                                                        2,795,485           5,303,876
   Interest                                                                         1,932,586           2,509,663
   Depreciation and amortization                                                      847,173           1,287,673
                                                                             ----------------    ----------------
     Total Expenses                                                                 5,575,244           9,101,214
                                                                             ----------------    ----------------

Net Loss                                                                     $       (419,614)   $     (2,767,365)
                                                                             ================    ================

Partnership's share of net loss                                              $       (386,955)   $     (3,471,129)
                                                                             ================    ================
Other partners' share of net loss                                            $        (32,659)   $         (2,982)
                                                                             ================    ================
</TABLE>

For the years ended March 31, 2006 and 2005, the Partnership has not recognized
$1,744,046 and $3,471,129, respectively, of equity in losses relating to certain
Local Limited Partnerships in which cumulative equity in losses and
distributions exceeded its total investment in these Local Limited Partnerships.
Previously unrecognized losses of $1,357,091 were included in losses recognized
in the year ended March 31, 2006.

The Partnership's deficit as reflected by the Local Limited Partnerships of
($15,483,437) differs from the Partnership's investments in Local Limited
Partnerships before adjustments of ($310,914) primarily due to cumulative
unrecognized losses as described above, advances to Local Limited Partnerships
which the Partnership included in investments in Local Limited Partnerships and
differences in the accounting treatment of miscellaneous items.

The Partnership's interests in four of its investments in Local Limited
Partnerships were disposed of during the year ended March 31, 2006, resulting in
gains totaling $494,422.

For the year ended March 31, 2006 one of the Local Limited Partnerships with
carrying value of $0 was considered to have operating issues significant enough
to warrant audit reports that raised a substantial doubt about the Local Limited
Partnership's ability to continue as a going concern. However, since the Local
Limited Partnership has a carrying value of $0, there is no substantial risk to
the Partnership.

<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 cost of the
Partnership's salaries and benefits expenses. Included in general and
administrative expenses for the years ended March 31, 2006 and 2005 is $36,188
and $104,183, respectively, that the Partnership has incurred and paid for these
expenses. As of March 31, 2006, all reimbursements to the affiliate of the
Managing General Partner for these expenses have been paid.

The Partnership made a Limited Partner distribution from cash available for
distribution of $3,000,000 during the year ended March 31, 2005.

6.   Federal Income Taxes

The following schedule reconciles the reported financial statement net income
for the fiscal years ended March 31, 2006 and 2005 to the net income reported on
the Form 1065, U.S. Partnership Return of Income for the years ended December
31, 2005 and 2004:
<TABLE>
<CAPTION>

                                                                                    2006                  2005
                                                                               --------------         --------

<S>                                                                            <C>                    <C>
Net Income per financial statements                                            $      359,029         $     287,240

Equity in income of Local Limited Partnerships for financial
   reporting purposes in excess of equity in losses for tax purposes               20,413,086             3,219,446

Equity in income (losses) of Local Limited Partnerships not recognized
   for financial reporting purposes                                                   386,955            (3,471,129)

Adjustment to reflect March 31 fiscal year end to
   December 31 taxable year end                                                        59,204               (66,759)

Amortization for tax purposes in excess of amortization
   or financial reporting purposes                                                   (602,439)             (555,401)

Recovery of provision for valuation of advances to Local Limited
   Partnerships not recognized for tax purposes                                             -              (235,106)

Bad debt expense recognized for tax purposes                                         (915,937)             (166,973)

Gain or disposal of investments in Local Limited Partnerships for tax
   purposes in excess of gain for financial reporting purposes                          8,554            14,339,515

Cash distributions included in net income for financial reporting purposes                  -                (5,000)
                                                                               --------------         -------------

Net Income per tax return                                                      $   19,708,452         $  13,345,833
                                                                               ==============         =============
</TABLE>

The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 2006 and December 31, 2005,
respectively are as follows:
<TABLE>
<CAPTION>

                                                               Financial
                                                                Reporting            Tax
                                                                Purposes          Purposes                Differences

<S>                                                         <C>                <C>                      <C>
Investments in Local Limited Partnerships                   $            -     $   (18,643,789)         $   18,643,789
                                                            ==============     ===============          ==============
Other assets                                                $    3,088,311     $     9,680,083          $   (6,591,772)
                                                            ==============     ===============          ==============
Liabilities                                                 $       15,163     $        68,146          $      (52,983)
                                                            ==============     ===============          ==============


</TABLE>


<PAGE>



                BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                NOTES TO THE FINANCIAL STATEMENTS (continued)


6.   Federal Income Taxes (continued)

The differences in assets and liabilities of the Partnership for financial
reporting purposes are primarily attributable to the following: (i) the
cumulative equity in losses from Local Limited Partnerships for tax purposes is
approximately $3,307,000 greater than for financial reporting purposes. In
addition, for financial reporting purposes, the Partnership has not recognized
approximately $15,046,000 of equity in losses relating to Local Limited
Partnerships whose cumulative equity in losses exceeded its total investment;
(ii) the cumulative amortization of acquisition fees for tax purposes exceeds
financial reporting purposes by approximately $453,000 and (iii) organizational
and offering costs of approximately $6,165,000 that have been capitalized for
tax purposes are charged to Limited Partners' equity for financial reporting
purposes.

7.   Significant Subsidiaries

The following Local Limited Partnerships invested in by the Partnership
represent more than 20% of the Partnership's total assets or equity as of March
31, 2006 or 2005 or net losses for the years ended either March 31, 2006 or
2005. The following financial information represents the performance of these
Local Limited Partnerships for the years ended December 31, 2005 and 2004:
<TABLE>
<CAPTION>

Hazel-Winthrop Apartments Limited Partnership                              2005                       2004
---------------------------------------------                        --------------               --------

<S>                                                                  <C>                          <C>
Total Assets                                                                   N/A                $   1,599,065
Total Liabilities                                                              N/A                $   2,135,942
Revenue                                                              $     396,600                $     375,868
Net Loss                                                             $     (30,896)               $     (79,569)

Michael J. Dobens Limited Partnership I                                    2005                       2004
---------------------------------------                              --------------               --------

Total Assets                                                                   N/A                $     690,263
Total Liabilities                                                              N/A                $     844,859
Revenue                                                                        N/A                $     185,516
Net Loss                                                                       N/A                $      (8,214)

</TABLE>

8.   Subsequent Event

Subsequent to March 31, 2006, the foreclosure of the Partnership's interest in
one Local Limited Partnership, Cass House was finalized.



<PAGE>