June 29, 2000



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


       Boston Financial Qualified Housing Limited Partnership
       Form 10-KSB Annual Report for the Year Ended March 31, 2000
       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, 2000
                         ------------------------------------------------


                                                                 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, 2000
DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-KSB INTO WHICH THE
DOCUMENT IS INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS: (2) ANY
PROXY OR INFORMATION STATEMENT AND (3) ANY PROSPECTUS FILED PURSUANT TO RULE
424(b) OR (c) UNDER THE SECURITIES ACT OF 1933.


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

Post-Effective Amendments Nos. 1 through 3
 to the Form S-11 Registration Statement,
 File # 33-11910                                              Part I, Item 1

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

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

Acquisition Reports                                           Part I, Item 1

Prospectus - Sections Entitled:

     "Estimated Use of Proceeds"                              Part III, Item 13

     "Management Compensation and Fees"                       Part III, Item 13

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





<PAGE>




                         BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                                         (A Limited Partnership)

                                     ANNUAL REPORT ON FORM 10-KSB
                                   FOR THE YEAR ENDED MARCH 31, 2000

                                          TABLE OF CONTENTS



PART 1           Page No.

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

PART II

       Item 5     Market for the Registrant's Units
                  and Related Security Holder Matters                      K-13
       Item 6     Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                      K-14
       Item 7     Financial Statements and Supplementary Data              K-18
       Item 8     Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                   K-18

PART III

       Item 9     Directors and Executive Officers
                  of the Registrant                                        K-18
       Item 10    Management Remuneration                                  K-19
       Item 11    Security Ownership of Certain Beneficial
                  Owners and Management                                    K-19
       Item 12    Certain Relationships and Related
                  Transactions                                             K-20

PART IV

       Item 13    Exhibits and Reports on Form 8-K                         K-22


SIGNATURES                                                                 K-23


<PAGE>


                                                      PART I

Item 1.  Business

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

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

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

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


<PAGE>

<TABLE>
<CAPTION>

                                                      TABLE A

                                              SELECTED LOCAL LIMITED
                                                 PARTNERSHIP DATA
                                                    (Unaudited)



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

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

**    The Managing  General  Partner  tranferred its interests in 600 Dakota and
      Graver Inn to the Local  General  Partner.  The transfers  were  effective
      April 9, 1999.


<PAGE>


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

With the exception of Hughes, each Local Limited Partnership has, as its general
partners  ("Local General  Partners"),  one or more  individuals or entities not
affiliated with the Partnership or its General Partners.  In accordance with the
partnership  agreements under which such entities are organized  ("Local Limited
Partnership Agreements"),  the Partnership depends on the Local General Partners
for the management of each Local Limited Partnership.  As of March 31, 2000, the
following  Local Limited  Partnerships  have a common Local  General  Partner or
affiliated  group  of  Local  General  Partners  accounting  for  the  specified
percentage of capital contributions to Local Limited  Partnerships:  (i) Rolling
Green,  Sierra Vista,  Terrace,  Windsor and Sierra Point Limited  Partnerships,
representing  30.56%, have Phillip Abrams Ventures,  Inc. and PDW, Inc. as Local
General  Partners;  (ii)  Barrington  Manor  and  Duluth  Limited  Partnerships,
representing  0.79%,  have  Jerry L.  Meide and  RRABB,  Inc.  as Local  General
Partners (see discussion  below);  (iii) New Medford and Oregon Landmark Limited
Partnerships,  representing 6.69%, have WHP Holdings,  Inc. as the Local General
Partners;  (iv)  Trenton,  Delmar and  Lakeview  Heights  Limited  Partnerships,
representing  2.66%,  have  PSC Real  Estate,  Inc.  and J.  Michael  Queenan  &
Associates,  Inc. (which is a corporation  controlled by J. Michael  Queenan) as
Local  General  Partners;  (v)  Bingham,   Birmingham  and  New  Sweden  Limited
Partnerships,  representing  2.00%,  have Charles B. Mattson and Todd Mattson as
Local  General   Partners;   (vi)  Cass  House  and  Verdean   Gardens   Limited
Partnerships,  representing  12.74%,  have Cruz  Development  Corporation as the
Local General Partner;  and (vii) Willowpeg Village,  Pine Village,  Glennville,
Talbot Village and Chestnut Lane Limited Partnerships,  representing 2.81%, have
Norsouth  Corporation as the General Partner.  The Local General Partners of the
remaining Local Limited  Partnerships are identified in the Acquisition Reports,
which are incorporated herein by reference.

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

The  Partnership is managed by 29 Franklin  Street,  Inc., the Managing  General
Partner of the  Partnership.  The other General  Partner of the  Partnership  is
Franklin  29  Limited  Partnership.  The  Partnership,  which  does not have any
employees,  reimburses Lend Lease Real Estate Investments,  Inc. ("Lend Lease"),
an affiliate of the General Partner,  for certain expenses and overhead costs. A
complete  discussion of the management of the Partnership is set forth in Item 9
of this Report.

Item 2.  Properties

The Partnership owns limited  partnership  interests in thirty-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%,  except for Logan
Plaza where the  Partnership's  ownership  interest is 98% and Barrington Manor,
Delmar, and Duluth where the Partnership's ownership interest is 49.5%.

Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency.  In general,  the Tax Credit runs for
ten years from the date the Property is placed in service.  The required holding
period (the  "Compliance  Period") of the  Properties is fifteen  years.  During
these fifteen  years,  the  Properties  must satisfy rent  restrictions,  tenant
income  limitations  and other  requirements,  as  promulgated  by the  Internal
Revenue  Service,  in order to  maintain  eligibility  for the Tax Credit at all
times during the Compliance Period.  Once a Local Limited Partnership has become
eligible for the Tax Credits,  it may lose such  eligibility and suffer an event
of  recapture  if  its  Property   fails  to  remain  in  compliance   with  the
requirements.  To date, none of the Local Limited  Partnerships have suffered an
event of recapture of Tax Credits.

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

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


<PAGE>

<TABLE>
<CAPTION>

                                      K-12
                              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, 2000   March 31, 2000  December 31, 1999     Subsidy *         2000
-----------------------------------------------------------------------------------------------------------------------------------

Barrington Manor
   Limited Partnership
Barrington Manor
<S>                                   <C>       <C>              <C>              <C>                  <C>                <C>
Fargo, ND                             18        $     175,200    $    175,200     $    575,000         Section 8             89%

Bingham Family Housing
   Associates (A Limited
   Partnership)
Bingham
Bingham, ME                           24              240,900         240,900        1,157,452            FmHA               96%

Birmingham Housing Associates
   (A Limited Partnership)
Birmingham Village
Randolph, ME                          24              236,520         236,520        1,152,036            FmHA              100%

MB Bittersweet Associates Limited
   Partnership (a Massachusetts
   Limited Partnership)
Bittersweet
Randolph, MA                          35              620,500         620,500        2,335,068            None               97%

Boulevard Commons
   Limited Partnership
Boulevard Commons
Chicago, IL                          212            4,527,850       4,527,850       10,447,050          Section 8            84%

Michael J. Dobens
   Limited Partnership I
Brentwood Manor II
Nashua, NH                            22              300,000         300,000          690,000          Section 8            95%


<PAGE>


                              Capital Contributions
      Local Limited Partnership                        Total            Paid          Mtge. Loans                     Occupancy at
            Property Name          Number of       Committed at        Through        Payable at          Type of       March 31,
          Property Location       Apts. Units     March 31, 2000   March 31, 2000  December 31, 1999      Subsidy *       2000
------------------------------------------------------------------------------------------------------------------------------------

Cass House Associates Limited
   Partnership (a Massachusetts
   Limited Partnership)
Cass House/Roxbury Hills
Boston, MA                           111            2,141,090       2,141,090        12,721,418            None              93%

Chestnut Lane Limited
   Partnership (A Limited
   Partnership)
Chestnut Lane
Newnan, GA                            50              282,510         282,510         1,464,451             None             92%

Coronado Courts Limited
   Partnership
Coronado Courts
Douglas, AZ                          145            1,800,000       1,800,000         3,654,293           Section 8          97%

Glennville Properties
   (A Limited Partnership)
Country Estates
Glennville, GA                        24              121,910         121,910           592,177             FmHA            100%

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

Delmar Housing Associates
   Limited Partnership
Delmar
Gillette, WY                          16              128,000         128,000           424,725            Section 8         99%



                              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, 2000   March 31, 2000   December 31, 1999       Subsidy *       2000
-----------------------------------------------------------------------------------------------------------------------------------

Duluth Limited Partnership
Duluth
Sioux Falls, SD                       11             107,000          107,000           252,659            Section 8         90%

Oregon Landmark-Three
   Limited Partnership
Elmore Hotel
Great Falls, MT                       60           1,022,000        1,022,000         3,111,223            Section 8        100%

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

Hazel-Winthrop Apartments (An
   Illinois Limited Partnership)
Hazel-Winthrop
Chicago, IL                           30             350,400          350,400         2,102,096            Section 8        100%

Heritage Court
   Limited Partnership
Park Terrace
Dundalk, MD                          101           2,048,750        2,048,750         1,673,835               None           98%

Hughes Apartments
   Limited Partnership
Hughes
Mandan, ND                            47             379,453          379,453         1,210,000            Section 8        100%

<PAGE>



                              Capital Contributions
      Local Limited Partnership                      Total             Paid          Mtge. Loans                       Occupancy at
            Property Name         Number of       Committed at        Through         Payable at            Type of      March 31,
          Property Location      Apts. Units     March 31, 2000    March 31, 2000  December 31, 1999        Subsidy *      2000
-----------------------------------------------------------------------------------------------------------------------------------

Lakeview Heights Apartments,
   Ltd. (A Limited Partnership)
Lakeview Heights
Clearfield, UT                        83              584,000         584,000           2,732,324            Section 8       96%

Logan Plaza Associates
Logan Plaza
New York NY                          130            2,240,000       2,240,000          10,563,698              None          95%

New Medford Hotel Associates
   Limited Partnership
New Medford Hotel
Medford, OR                           76            1,365,100       1,365,100           3,106,176            Section 8      100%

New Sweden Housing Associates
   (A Limited Partnership)
Heritage View
New Sweden, ME                        24              237,250         237,250           1,154,992              FmHA          75%

2225 New York Avenue, Ltd.
   (A Limited Partnership)
Pebble Creek
Arlington, TX                        352            2,512,941       2,512,941           7,955,434            Section 8       95%

Perryville Associates I, L.P.
   (A Limited Partnership)
Hillcrest III
Perryville, MO                        24              128,115         128,115             588,931              FmHA          96%

Pine Village Limited Partnership
   (A Limited Partnership)
Pine Village
Pine Mountain, GA                     36              188,340         188,340             933,926              FmHA          97%

                              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, 2000   March 31, 2000    December 31, 1999        Subsidy *     2000
-----------------------------------------------------------------------------------------------------------------------------------

Rolling Green Housing Associates,
   Ltd. (a Limited Partnership)
Rolling Green
Edmond, OK                            166            1,855,650      1,855,650           4,718,190             Section 8     100%

Sierra Vista Housing Associates,
   Ltd. (a Limited Partnership)
Sierra Pointe
Las Vegas, NV                         209            3,016,008      3,016,008           7,348,022             Section 8      80%

Sundance Housing Associates,
   Ltd. (A Limited Partnership)
Sierra Vista
Aurora, CO                            160            2,271,751      2,271,751           6,200,598             Section 8     100%

Talbot Village Limited Partnership
   (A Limited Partnership)
Talbot Village
Talbotton, GA                          24              121,180        121,180             598,214               FmHA        100%

Terrace Housing Associates,
   Ltd. (a Limited Partnership)
Terrace
Oklahoma City, OK                     206            1,950,550      1,950,550           5,189,999             Section 8      84%

Trenton Apartments, Ltd.
   (A Limited Partnership)
Trenton
Salt Lake City, UT                    37               237,250        237,250             810,756             Section 8     100%


<PAGE>


                              Capital Contributions
      Local Limited Partnership                       Total            Paid            Mtge. Loans                      Occupancy at
            Property Name          Number of       Committed at       Through          Payable at              Type of    March 31,
          Property Location       Apts. Units     March 31, 2000   March 31, 2000    December 31, 1999         Subsidy *    2000
-----------------------------------------------------------------------------------------------------------------------------------

Verdean Gardens Associates Limited
   Partnership (a Massachusetts
   limited partnership)
Verdean Gardens
New Bedford, MA                        110           2,409,000      2,409,000            7,385,999               None        92%

Willowpeg Village Limited Partnership
   (A Limited Partnership)
Willowpeg Village
Rincon, GA                              57             288,400        288,400            1,468,907               FmHA       100%

Windsor Court Housing Associates,
   Ltd. (a Limited Partnership)
Windsor Court
Aurora, CO                             143           1,815,500      1,815,500            4,447,203             Section 8     99%
                                   -------        ------------   ------------        -------------
                                     2,767        $ 35,703,118   $ 35,703,118        $ 108,766,852
                                   =======        ============   ============        =============

</TABLE>

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

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


     (A)          Effective   April  9,  1999,  the  Managing   General  Partner
                  transferred  its interests in 600 Dakota and Graver Inn to the
                  Local Limited  Partner.  These Local Limited  Partnerships had
                  capital contributions and mortgage payable amounts of $932,500
                  and $2,611,386, respectively, as of the transfer date.


<PAGE>



                                      K-19

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

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

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

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

Item 3.  Legal Proceedings

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

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


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

None.
                                     PART II

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

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

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

As of  June  15,  2000,  there  were  3,291  record  holders  of  Units  of  the
Partnership.

Cash distributions, when made, are paid annually.  No cash distributions were
paid during the years ended March 31, 2000 and 1999.

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.

Liquidity and Capital Resources

At March 31, 2000, the Partnership has cash and cash  equivalents of $331,824 as
compared with $221,758 at March 31, 1999. The increase is primarily attributable
to proceeds  from sales and  maturities  of  marketable  securities in excess of
purchases of marketable securities. These increases to cash and cash equivalents
are partially  offset by cash used for  operations and advances to Local Limited
Partnerships  in  excess  of cash  distributions  received  from  Local  Limited
Partnerships.

At March  31,  2000,  approximately  $356,000  of  cash,  cash  equivalents  and
marketable  securities  has  been  designated  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.  Reserves  may  be  used  to  fund  Partnership
operating deficits, if the Managing General Partner deems funding appropriate.

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, at March 31, 2000, the Partnership had no
contractual or other obligation to any Local Limited  Partnership  which had not
been paid or provided for.

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 provide  such  funds,  voluntarily,  in order to protect  its
investment.  During the year ended  March 31,  2000,  the  Partnership  advanced
$947,955 to four Local Limited Partnerships for various property issues.

Cash Distributions

No cash  distributions  to Limited Partners were made during the two years ended
March 31, 2000. In the event that  distributions are received from Local Limited
Partnerships, the Managing General Partner has decided that such amounts will be
used to increase Reserves. No assurance can be given as to the amounts of future
distributions  from the Local Limited  Partnerships since many of the Properties
benefit from some type of federal or state  subsidy and, as a  consequence,  are
subject to restrictions on cash distributions.

Results of Operations

2000 versus 1999

The  Partnership's  results  of  operations  for the year ended  March 31,  2000
resulted in a net loss of  $1,439,749  as compared to a net loss of $514,410 for
the same period in 1999. The increase in net loss is primarily  attributable  to
provision for valuation of investment in Local Limited  Partnership  of $984,445
caused by the  write-off of  uncollectable  advances  made to four Local Limited
Partnerships.  This is offset by a decrease in equity in losses of Local Limited
Partnerships  due to an increase in losses not recognized by the Partnership for
Local Limited  Partnerships  whose cumulative  distributions  exceeded its total
investment in these Partnerships.

Low-Income Housing Tax Credits

The 2000 and 1999 Low-Income  Housing Tax Credits per Unit for individuals  were
$40.76  and  $85.69,  respectively.  The 2000 and 1999  Low-Income  Housing  Tax
Credits per Unit for corporations were $46.25 and $92.64, respectively.  The Tax
Credits per Limited Partnership Unit stabilized in 1991 at approximately $148.00
per Unit for individuals and $158.00 per Unit for corporations. The credits have
begun to decrease as certain  properties  are  reaching  the end of the ten-year
credit period.  However,  because the Tax Credit  compliance  periods  generally
extend five years beyond the Tax Credits,  the  Partnership  intends to hold its
Local Limited Partnership investments for the foreseeable future.

Property Discussions

As previously reported,  the Local General Partner of 600 Dakota, Graver Inn and
Barrington Manor, located in North Dakota, and Duluth,  located in South Dakota,
expressed  to the Managing  General  Partner some  concerns  over the  long-term
financial health of the properties.  In response to these concerns and to reduce
possible future risk, the Managing  General Partner  consummated the transfer of
50% of the  Partnership's  capital and profits in the properties to an affiliate
of the Local General Partner in November 1997.  Subsequently,  the Local General
Partner  transferred  both  its  general  partner  interest  and  48.5%  of  its
partnership  interest in  Barrington  Manor and Duluth to a  non-profit  general
partner effective June 17, 1999. Additionally,  the Managing General Partner was
granted the right to transfer the  Partnership's  remaining  interest to the new
Local General Partner any time after one year from June 17, 1999.  Further,  the
new Local General  Partner was granted the right to call the remaining  interest
after the tax credit period has expired.

In addition,  on April 9, 1999, due to concerns over the financial  viability of
600 Dakota and Graver Inn and to avoid the  potential  risk of  recapture of tax
credits  associated with the properties,  the Managing General Partner exercised
its right to transfer  the  Partnership's  remaining  interest in 600 Dakota and
Graver  Inn to the Local  General  Partner.  This  transfer  will not  trigger a
recapture  event for the  Partnership  nor have any impact on the  Partnership's
financial  statements.  However,  for tax purposes,  this event resulted in both
Section 1231 gain and cancellation of indebtedness income for the 1999 tax year.
The Managing  General  Partner  continues to monitor  closely the  operations of
Barrington Manor and Duluth.

The Local  General  Partner  of  Chestnut  Lane,  located  in  Newman,  Georgia,
Glenville Properties,  located in Glenville,  Georgia, Pine Village,  located in
Pine  Mountain,  Georgia,  Talbot  Village,  located in  Talbottom,  Georgia and
Willopeg Village, located in Rincon, Georgia,  expressed to the Managing General
Partner some concerns over the long-term financial health of the properties.  In
response to these  concerns and to reduce  possible  future  risk,  the Managing
General Partner is in  negotiations  with the Local General Partner to develop a
plan that will  ultimately  transfer  ownership of the  properties  to the Local
General Partner. The plan includes provisions to minimize the risk of recapture.

As previously reported,  Boulevard Commons,  located in Chicago,  Illinois,  has
been experiencing  operating  deficits due to increased expenses because of high
turnover at the property, security issues and increasing maintenance and capital
needs.  As a result  of these  issues,  Boulevard  Common's  mortgage  went into
default.  In October 1998,  affiliates of the Managing  General Partner replaced
the Local General Partners with a new unaffiliated  non-profit  general partner.
The interest of the original  Local General  Partners was converted to a special
limited  partner  interest with no right to participate in the management of the
Local Limited Partnership. Further, the Managing General Partner consummated the
transfer of 48% of the Partnership's  capital and profits in the property to the
new  Local  General  Partner.  The  Managing  General  Partner  has the right to
transfer the Partnership's  remaining  interest to the new Local General Partner
any time after one year has elapsed.

Delmar, located in Gillette,  Wyoming, has been experiencing operating deficits.
In addition,  a significant amount of capital improvements on the property needs
to be completed in the very near future. In the past,  deficits were funded by a
combination  of the accrual of property  management  fees and the Local  General
Partner.  Due to the Managing General Partner's concerns regarding the long-term
viability of this property,  the Managing General Partner negotiated a plan with
the  Local  General  Partner  that will  ultimately  transfer  ownership  of the
property to the Local General Partner.  Effective  January 1, 1998, the Managing
General Partner  consummated the transfer of 49.5% of the Partnership's  capital
and profits in the property to the Local General  Partner.  The Managing General
Partner has the right to transfer the  Partnership's  remaining  interest in the
property to the Local  General  Partner any time after one year has elapsed.  As
previously  reported,  the Managing General Partner at Pebble Creek,  located in
Arlington,  Texas,  was in  negotiations  with HUD to extend  and/or  modify the
existing  workout  agreement  which expired May 31, 1998. In December  1998, 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
totaling approximately $700,000. This amount is included in investments in Local
Limited Partnerships.  Going forward, the Managing General Partner will continue
to pursue HUD " Mark to Market"  restructuring.  In the  meantime,  the Managing
General Partner will continue to work closely with the Local General Partners to
monitor the property's operations. As of March 31, 2000, occupancy was 95%.

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

As previously  reported,  the Local General  Partner for Brentwood  Manor II, in
Nashua, New Hampshire,  filed for protection under the provisions of the Chapter
7  bankruptcy  laws.  Consequently,  the Local  General  Partner  was removed as
general partner of the Local Limited  Partnership and replaced with an affiliate
of the Managing  General  Partner.  In addition,  the Managing  General  Partner
replaced the former Local General  Partner as  management  agent of the property
with an  unaffiliated  third-party  management  agent.  Although  full  mortgage
payments  are being  made at this  time,  partial  mortgage  payments  were made
earlier in 1998 prior to the Local General  Partner  declaring  bankruptcy.  The
lender  required that the small deficit  generated by the deficient  payments be
cured  immediately.  The Managing  General Partner is negotiating  with both the
lender and the former Local General Partner to develop a plan for the payment of
this amount.  It is possible that Partnership  Reserves will be used to pay this
deficit.

Sierra Pointe,  located in Las Vegas,  Nevada, and Terrace,  located in Oklahoma
City,  Oklahoma,  which  share a  common  Local  General  Partner,  continue  to
experience  operating  deficits  due to  occupancy  issues.  The March 31, 2000,
occupancy  for Sierra  Pointe was 80% and for  Terrace  was 84%.  As  previously
reported,  the Managing  General  Partner has been  negotiating  a plan with the
Local General Partner to ultimately  transfer ownership of the properties to the
Local General  Partner.  With respect to Sierra Pointe,  effective May 2000, the
Managing General Partner  consummated the transfer of 49.5% of the Partnership's
capital and  profits in the  property to the Local  General  Partner.  This plan
includes  provisions  to minimize the risk of  recapture.  The Managing  General
Partner has the right to transfer the  Partnership's  remaining  interest in the
property to the Local General Partner any time after one year has elapsed.  With
respect to Terrace,  the Managing General Partner and Local General Partner have
also been  successful in negotiating a transfer of the ownership of the property
to the Local  Limited  Partner,  however,  they are awaiting HUD approval of the
plan.

The Partnership has implemented  policies and practices for assessing  potential
impairment of its investments in Local Limited Partnerships. The investments are
analyzed by real estate experts to determine if impairment  indicators exist. If
so,  the  carrying  value is  compared  to the  undiscounted  future  cash flows
expected to be derived from the asset.  If there is a significant  impairment in
carrying  value,  a  provision  to write  down the asset to fair  value  will be
recorded in the Partnership's financial statements.

Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the
Partnership for the years ended March 31, 2000 and 1999.

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

Certain of the Properties  listed in this Report are located in areas  suffering
from poor economic  conditions.  Such conditions could have an adverse effect on
the  rent or  occupancy  levels  at such  Properties.  Nevertheless,  management
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.

Other Development

Lend Lease Real Estate Investments, Inc.("Lend  Lease"),  the U.S. subsidiary of
Lend Lease Corporation and the leading U.S. institutional real estate advisor,
as ranked by assets under management, acquired The Boston Financial Group
Limited Partnership ("Boston Financial") on November 3, 1999.

Headquartered  in New York and  Atlanta,  Lend Lease  Corporation  has  regional
offices in 12 cities  nationwide.  The company ranks as the leading U.S. manager
of tax-exempt assets invested in real estate. Lend Lease is a subsidiary of Lend
Lease  Corporation,  an international  real estate and financial  services group
listed on the  Australian  Stock  Exchange.  Worldwide,  Lend Lease  Corporation
operates from more than 30 cities on five  continents:  North  America,  Europe,
Asia,  Australia and South America. In addition to real estate investments,  the
Lend  Lease  Group  operates  in the  areas  of  property  development,  project
management and construction, and capital services (infrastructure).



Item 7.  Financial Statements and Supplementary Data

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

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

None.
                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

The Managing General Partner of the Partnership is 29 Franklin  Street,  Inc., a
Massachusetts corporation (the "Managing General Partner"), an affiliate of Lend
Lease Estate Investments,  Inc. ("Lend Lease"). The Managing General Partner was
incorporated  in January  1987.  Randolph G.  Hawthorne  is the Chief  Operating
Officer of the Managing General Partner and had the primary  responsibility  for
evaluating,  selecting and  negotiating  investments  for the  Partnership.  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                           President, Managing Director
Michael H. Gladstone                   Vice President, Managing Director
Randolph G. Hawthorne                  Vice President, Managing Director
Paul F. Coughlan                       Vice President
William E. Haynsworth                  Vice President

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

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

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

Jenny Netzer,  age 44,  Principal,  Head of Housing and Community  Investing.  -
Responsible for tax credit investment programs to institutional clients.  Joined
Lend Lease through its 1999 acquisition of Boston Financial, started with Boston
Financial 1987. Previously,  led Boston Financial's new business initiatives and
managed firm's Asset  Management  division,  responsible  for performance of 750
properties and providing  service to 35,000  investors.  Prior to joining Boston
Financial,  served as Deputy Budget Director for Commonwealth of  Massachusetts,
responsible for Commonwealth's health care and public pension program's budgets,
served as Assistant Controller at Yale University and former member of Watertown
Zoning Board of Appeals Officer of Affordable  Housing Tax Credit  Coalition and
frequent  speaker on  affordable  housing  and tax credit  industry  issues,  BA
Harvard  University;  Master's  in Public  Policy  Harvard's  Kennedy  School of
Government.

Michael H. Gladstone,  age 43, Principal,  Legal - Responsible for legal work in
the areas of affordable and  conventional  housing and  investment  products and
services.  Joined Lend Lease through its 1999  acquisition of Boston  Financial,
started with Boston  Financial 1985 served as firm's General  Counsel.  Prior to
joining Boston Financial, associated with law firm of Herrick & Smith, served on
advisory  board  of  Housing  and  Development  Reporter.  Lectured  at  Harvard
University on affordable housing matters, Member, The National Realty Committee,
Cornell Real Estate  Council,  National  Association  of Real Estate  Investment
Managers  and  Massachusetts  Bar,  BA  Emory  University;   JD  &  MBA  Cornell
University.

Randolph G.  Hawthorne,  age 50,  Principal,  Housing and Community  Investing -
Responsible for structuring and acquiring real estate  investments.  Joined Lend
Lease  through its 1999  acquisition  of Boston  Financial,  started with Boston
Financial  1973.  Previously,  served  as  Boston  Financial's  Treasurer,  Past
Chairman of the Board of the National  Multi Housing  Council,  having served on
the board since 1989, Past President of the National Housing and  Rehabilitation
Association,  Member, Multifamily Council of the Urban Land Institute,  Frequent
speaker at industry conferences.  Serves on the Editorial Advisory Boards of the
Tax Credit  Advisor  and  Multi-Housing  News,  BS  Massachusetts  Institute  of
Technology; MBA Harvard Graduate School of Business. Board of Directors National
Housing Conference. Graduated MIT 1971, HBS 1973.

Paul  F.  Coughlan,  age  56,  Principal,  Housing  and  Community  Investing  -
Responsible  for marketing and sales of  institutional  tax credit  investments.
Joined Lend Lease through its 1999 acquisition of Boston Financial, started with
Boston  Financial  1975.   Previously,   served  as  sales  manager  for  Boston
Financial's retail tax credit fund, AB Brown University.

William E.  Haynsworth,  age 60,  Principal,  Housing and Community  Investing -
Responsible for the  structuring of real estate  investments and the acquisition
of property interests.  Joined Lend Lease through its 1999 acquisition of Boston
Financial,   started  with  Boston  Financial  1977.  Prior  to  joining  Boston
Financial,  Acting Executive  Director and General Counsel of the  Massachusetts
Housing Finance Agency. Served as Director of Non-Residential Development of the
Boston  Redevelopment  Authority and Associate of Goodwin,  Proctor & Hoar, Past
President and current  Chairman of the Board of Directors of Affordable  Housing
Tax Credit Coalition, BA Dartmouth College; LLB and LLM Harvard Law School.

Item 10.  Management Remuneration

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

Item 11.  Security Ownership of Certain Beneficial Owners and Management

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

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

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

Except as described in the preceding paragraph, neither Franklin, Inc., Franklin
L.P., Lend Lease nor any of their  executive  officers,  directors,  partners or
affiliates is the beneficial owner of any Units.  None of the foregoing  persons
possesses a right to acquire beneficial ownership of Units.

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





Item 12.  Certain Relationships and Related Transactions

The  Partnership  was  required to pay  certain  fees to and  reimburse  certain
expenses of the  Managing  General  Partner or its  affiliates  (including  Lend
Lease) in connection  with the  organization of the Partnership and the offering
of Units.  The Partnership is also required to pay certain fees to and reimburse
certain  expenses of the Managing  General Partner or its affiliates  (including
Lend Lease) in connection  with the  administration  of the  Partnership and its
acquisition  and  disposition of investments in Local Limited  Partnerships.  In
addition, the General Partners are entitled to certain Partnership distributions
under the terms of the Partnership Agreement.  Also, an affiliate of the General
Partners  will  receive up to $10,000 from the sale or  refinancing  proceeds of
each Local Limited Partnership, if the Partnership is still a limited partner at
the time of such transaction.  All such fees, expenses and distributions paid in
the two years ended March 31, 2000 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. In addition,
during 1999 an  affiliate  of the Managing  General  Partner  served as property
management agent for three of the properties in which the Partnership  invested,
Windsor Court, Terrace and Rolling Green. As of July, 1999,  management services
of these affiliates were transferred to an unrelated third party.

The Partnership is permitted to enter into transactions  involving affiliates of
the Managing General Partner,  subject to certain limitations established in the
Partnership Agreement, 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, 2000.

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, 2000.

Salaries and benefits expense reimbursements

An affiliate of the Managing  General  Partner is reimbursed for the cost of the
Partnership's salaries, benefits and administrative expenses. The reimbursements
are  based  upon  the  size  and  complexity  of the  Partnership's  operations.
Reimbursements paid or payable in each of the two years ended March 31, 2000 are
as follows:







                                                         2000           1999
----------------------------------------------------------------       -------
       Salaries and benefits expense
         reimbursements                               $  168,588     $  133,092

Property Management Fees

During 1999 affiliates of the Managing  General Partner managed three properties
in which the Partnership has invested.  As of July 1999,  management services of
these  affiliates were  transferred to an unrelated third party.  Fees earned by
these  affiliates  in each of the two  years  ended  December  31,  1999  are as
follows:

                                                          1999           1998
----------------------------------------------------------------       -------

       Property Management Fees                       $   69,812     $  128,246

Cash distributions paid to the General Partners

In  accordance  with the  Partnership  Agreement,  the  General  Partners of the
Partnership, Franklin, Inc. and Franklin Limited Partnership, receive 1% of cash
distributions  paid to partners.  No cash distributions were paid to the General
Partners in each of the two years ended March 31, 2000.

Additional  information  concerning  cash  distributions  and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Lend Lease and its affiliates  during each of the
two  years  ended  March  31,  2000  is  presented  in  Note 5 to the  Financial
Statements.


<PAGE>


                                     PART IV


Item 13.  Exhibits and Reports on Form 8-K

(a)(1) and (a)(2) 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.

The reports of auditors of the Local Limited Partnerships relating to the audits
of the  financial  statements  of such  Local  Limited  Partnerships  appear  in
Exhibits 28.1 of this report.

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.

(a)(3)     Exhibit Index contained herein.

(a)(3)(b)  Reports on Form 8-K
           No  Reports on Form 8-K were  filed  during the year ended  March 31,
2000.

(a)(3)(c)   Exhibits


Number and Description in Accordance with
Item 601 of Regulation S-K

     18.  Letter on Change in Accounting Principle

     27.  Financial Data Schedule

     28.   Additional Exhibits

          (a)    28.1 Reports of Other Independent Auditors

(a)(3)(d)  None.


<PAGE>


                                   SIGNATURES



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

     BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP

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



     By:  /s/Randolph G. Hawthorne                     Date:    June 29, 2000
          -------------------------------                       ---------------
          Randolph G. Hawthorne
          Managing Director, Vice President and
          Chief Operating Officer

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/ Randolph G. Hawthorne                 Date:    June 29, 2000
          -------------------------------                    ------------------
          Randolph G. Hawthorne
          Managing Director, Vice President and
          Chief Operating Officer




     By:  /s/Michael H. Gladstone                     Date:    June 29, 2000
          -------------------------------                      ----------------
          Michael H. Gladstone
          Managing Director, Vice President

<PAGE>
Item 8.  Financial Statements and Supplementary Data


             BOSTON FINANCIAL QUALIFIED HOUSING LIMITED PARTNERSHIP
                             (A Limited Partnership)

                          ANNUAL REPORT ON FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2000

                                      INDEX


                                    Page No.

Report of Independent Accountants
     For the Years Ended March 31, 2000 and 1999                             F-2

Financial Statements

     Balance Sheet - March 31, 2000                                          F-3

     Statements of Operations - Years Ended
       March 31, 2000 and 1999                                               F-4

     Statements of Changes in Partners' Equity (Deficiency) -
       Years Ended March 31, 2000 and 1999                                   F-5

     Statements of Cash Flows - Years Ended
       March 31, 2000 and 1999                                               F-6

     Notes to the Financial Statements                                       F-7




<PAGE>


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Partners of
Boston Financial Qualified Housing Limited Partnership:

In our  opinion,  based on our audits and the  reports  of other  auditors,  the
financial  statements  listed in the accompanying  index present fairly,  in all
material respects,  the financial position of Boston Financial Qualified Housing
Limited  Partnership (the  "Partnership")  at March 31, 2000, and the results of
its  operations and its cash flows for each of the two years in the period ended
March 31, 2000, in conformity with accounting  principles  generally accepted in
the United States.  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 did not  audit  the  financial
statements  of certain  local  limited  partnerships  for which  $35,958,947  of
cumulative  equity in losses are  included in the balance  sheet as of March 31,
2000 and for which net losses of  $260,235  and  $311,996  are  included  in the
accompanying  financial  statements for the years ended March 31, 2000 and 1999,
respectively.  Those  statements  were audited by other  auditors  whose reports
thereon have been furnished to us, and our opinion expressed herein,  insofar as
it relates to the amounts included for the Local Limited Partnerships,  is based
solely on the reports of the other  auditors.  We conducted  our audits of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits and the  reports of other  auditors  provide a  reasonable  basis for the
opinions expressed above.

As  discussed in Note 2 to the  financial  statements,  in 2000 the  Partnership
changed the basis of  presentation  of its financial  statements from a combined
basis to a stand-alone  basis. The 1999 financial  statements have been restated
to show the effects of this change in reporting entity.




/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
June 22, 2000
Boston,Massachusetts

<PAGE>


       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


                                  BALANCE SHEET
                                 March 31, 2000



<TABLE>
<CAPTION>

Assets

<S>                                                                                          <C>
Cash and cash equivalents                                                                    $     331,824
Marketable securities, at fair value (Note 3)                                                      787,391
Investments in Local Limited Partnerships, net (Note 4)                                          1,105,130
Accounts receivable                                                                                 20,000
Other assets                                                                                        10,520
                                                                                             -------------
     Total Assets                                                                            $   2,254,865
                                                                                             =============

Liabilities and Partners' Equity

Accounts payable to affiliates (Note 5)                                                      $      71,000
Accounts payable and accrued expenses                                                               30,692
                                                                                             -------------
     Total Liabilities                                                                             101,692

General, Initial and Investor Limited Partners' Equity                                           2,164,689
Net unrealized losses on marketable securities                                                     (11,516)
     Total Partners' Equity                                                                      2,153,173
                                                                                             -------------
     Total Liabilities and Partners' Equity                                                  $   2,254,865
                                                                                             =============

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

<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                            STATEMENTS OF OPERATIONS
                   For the Years Ended March 31, 2000 and 1999

<TABLE>
<CAPTION>

                                                                                                   1999
                                                                                 2000           (Restated)
Revenue:
<S>                                                                        <C>                 <C>
   Investment                                                              $      98,526       $     121,754
   Other                                                                         140,930             104,880
                                                                           -------------       -------------
     Total Revenue                                                               239,456             226,634
                                                                           -------------       -------------

Expenses:
   General and administrative (includes
     reimbursements to affiliate of $168,588 and
     $133,092, respectively) (Note 5)                                            411,403             400,926
   Provision for valuation of investments in
     Local Limited Partnerships                                                  984,445                   -
   Amortization                                                                   23,122              28,122
                                                                           -------------       -------------
     Total Expenses                                                            1,418,970             429,048
                                                                           -------------       -------------

Loss before equity in losses of
   Local Limited Partnerships                                                 (1,179,514)           (202,414)

Equity in losses of Local Limited Partnerships (Note 4)                         (260,235)           (311,996)
                                                                          --------------     ---------------

Net Loss                                                                   $  (1,439,749)      $    (514,410)
                                                                           =============       =============

Net Loss allocated:
   General Partners                                                        $     (14,397)      $      (5,144)
   Limited Partners                                                           (1,425,352)           (509,266)
                                                                           -------------       -------------
                                                                           $  (1,439,749)      $    (514,410)
                                                                           =============       =============
Net Loss per Limited Partnership Unit
   (50,000 Units)                                                          $      (28.51)      $      (10.19)
                                                                           =============       =============

</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

           STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
                   For the Years Ended March 31, 2000 and 1999

<TABLE>
<CAPTION>


                                                                                           Net
                                                         Initial       Investor        Unrealized
                                          General        Limited        Limited           Gains
                                         Partners      Partners        Partners         (Losses)          Total

<S>                                   <C>            <C>           <C>              <C>            <C>
Balance at March 31, 1998 (restated)    $  (393,308)   $   4,648     $   4,507,508    $     5,058    $    4,123,906
                                        -----------    ---------     -------------    -----------    --------------

Comprehensive Income (Loss):
   Change in net unrealized
     gains on marketable
     securities available for sale                -            -                 -          7,384             7,384
      Net Loss                               (5,144)           -          (509,266)             -          (514,410)
                                        -----------    ---------     -------------    -----------    --------------
Comprehensive Income (Loss)                  (5,144)           -          (509,266)         7,384          (507,026)
                                        -----------    ---------     -------------    -----------    --------------

Balance at March 31, 1999 (restated)       (398,452)       4,648         3,998,242         12,442         3,616,880
                                        -----------    ---------     -------------    -----------    --------------

Comprehensive Loss:
   Change in net unrealized
     gains on marketable
     securities available for sale                -            -                 -        (23,958)          (23,958)
   Net Loss                                 (14,397)           -        (1,425,352)             -        (1,439,749)
                                        -----------    ---------     -------------    -----------    --------------
Comprehensive Loss                          (14,397)           -        (1,425,352)       (23,958)       (1,463,707)
                                        -----------    ---------     -------------    -----------    --------------

Balance at March 31, 2000               $  (412,849)   $   4,648     $   2,572,890    $   (11,516)   $    2,153,173
                                        ===========    =========     =============    ===========    ==============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                            STATEMENTS OF CASH FLOWS
                   For the Years Ended March 31, 2000 and 1999


<TABLE>
                                                                                                     1999
                                                                                   2000           (Restated)
 Cash flows from operating activities:
<S>                                                                          <C>               <C>
   Net Loss                                                                  $  (1,439,749)    $    (514,410)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                                260,235           311,996
     Provision for valuation of investments in Local Limited Partnerships          984,445                 -
     Gain on sales and maturities of
       marketable securities                                                        (1,205)           (4,990)
     Cash distribution income included in cash
       distributions received from Local Limited Partnerships                     (126,857)          (97,075)
     Amortization                                                                   23,122            28,122
     Other non-cash items                                                               90                 -
     Increase in cash arising from changes
       in operating assets and liabilities:
       Other assets                                                                 11,400             3,859
       Accounts payable to affiliates                                               45,201             3,026
       Accounts payable and accrued expenses                                           537            18,975
                                                                             -------------     -------------
Net cash used for operating activities                                            (242,781)         (250,497)
                                                                             -------------     -------------

Cash flows from investing activities:
   Purchases of marketable securities                                             (499,748)       (1,594,531)
   Proceeds from sales and maturities
     of marketable securities                                                    1,625,595         1,696,150
   Advances to Local Limited
     Partnerships                                                                 (947,955)                -
   Cash distributions received from Local
     Limited Partnerships                                                          174,955           129,377
                                                                             -------------     -------------
Net cash provided by investing activities                                          352,847           230,996
                                                                             -------------     -------------

Net increase (decrease) in cash and cash
   equivalents                                                                     110,066           (19,501)

Cash and cash equivalents, beginning                                               221,758           241,259
                                                                             -------------     -------------

Cash and cash equivalents, ending                                            $     331,824     $     221,758
                                                                             =============     =============

</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


                        NOTES TO THE FINANCIAL STATEMENTS


1.   Organization

Boston  Financial   Qualified  Housing  Tax  Credits  Limited  Partnership  (the
"Partnership")  was  formed on January  22,  1987 under the laws of the State of
Delaware for the primary purpose of investing,  as a limited  partner,  in other
limited  partnerships  ("Local  Limited  Partnerships"),  each of which owns and
operates  apartment  complexes  benefiting  from some form of federal,  state or
local assistance  program and each of which qualifies for low-income housing tax
credits.  The Partnership's  objectives are to: (i) provide current tax benefits
in the form of tax credits  which  qualified  investors  may use to offset their
federal  income tax  liability;  (ii)  preserve  and protect  the  Partnership's
capital; (iii) provide limited cash distributions from property operations which
are not expected to constitute taxable income during Partnership operations; and
iv)  provide  cash  distributions  from sale or  refinancing  transactions.  The
General Partners of the Partnership are 29 Franklin Street Inc., which serves as
the Managing General Partner, and Franklin 29 Limited Partnership,  which serves
as the Initial Limited  Partner.  Both of the General Partners are affiliates of
Lend Lease Real Estate Investments,  Inc. ("Lend Lease"). The fiscal year of the
Partnership ends on March 31.

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

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.

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,
2000,  the Managing  General  Partner has designated  approximately  $356,000 of
cash, cash equivalents and marketable securities as such Reserve.

2.   Significant Accounting Policies

Basis of Presentation

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting  because the  Partnership  does not have control
over  the  major   operating  and  financial   policies  of  the  Local  Limited
Partnerships  in which it invests.  Under the equity  method,  the investment is
carried at cost,  adjusted for the Partnership's  share of income or loss of the
Local Limited  Partnerships,  additional  investments in and cash  distributions
from the  Local  Limited  Partnerships.  Equity  in  income or loss of the Local
Limited   Partnerships  is  included  in  the  Partnership's   operations.   The
Partnership  has  no  obligation  to  fund  liabilities  of  the  Local  Limited
Partnerships  beyond  its  investment  and  therefore  a  Limited  Partnership's
investment  will not be carried below zero. To the extent that equity losses are
incurred or distributions  received when the Partnership's  respective  carrying
value of a Local Limited  Partnership  has been reduced to a zero  balance,  the
losses will be suspended to be used against  future  income,  and  distributions
received will be recorded as income.

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


<PAGE>

       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                NOTES TO THE FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

Basis of Presentation (continued)

The Managing  General Partner has elected to report results of the Local Limited
Partnerships on a 90 day lag basis because the Local Limited Partnerships report
their results on a calendar year basis.  Accordingly,  the financial information
of the Local Limited Partnerships that is included in the accompanying financial
statements is as of December 31, 1999 and 1998.

The  general  partner  of  Hughes  Apartments,  Ltd.  ("Hughes")  Local  Limited
Partnership and the General Partner of the Partnership are affiliated  entities.
In prior periods,  the Partnership  combined its financial statements with those
of Hughes.  During 2000, the General Partner  concluded that the presentation of
the financial position and results of operations of the Partnership, with Hughes
accounted  for  using  the  equity  method,   resulted  in  a  more   meaningful
presentation.  All prior  period  financial  data has been  restated to show the
effects of this change in reporting entity.

The Partnership recognizes a decline in the carrying value of its investments in
Local Limited Partnerships when there is evidence of a non-temporary  decline in
the  recoverable  amount  of the  investment.  There is a  possibility  that the
estimates relating to reserves for non-temporary  declines in the carrying value
of  investments  in Local Limited  Partnerships  may be subject to material near
term adjustments.

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.

Cash and Cash Equivalents

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

Marketable Securities

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



<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


2.   Significant Accounting Policies (continued)

Use of Estimates

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

Fair Value of Financial Instruments

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

Income Taxes

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

3.   Marketable Securities

A summary of marketable 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 government
<S>                                       <C>               <C>              <C>               <C>
   corporations and agencies              $     699,644     $           -    $     (12,019)    $     687,625

Mortgage backed securities                       99,263               579              (76)           99,766
                                          -------------     -------------    -------------     -------------

Marketable securities
   at March 31, 2000                      $     798,907     $         579    $     (12,095)    $     787,391
                                          =============     =============    =============     =============
</TABLE>


The contractual maturities at March 31, 2000 are as follows:
<TABLE>
<CAPTION>
                                                                                                Fair
                                                                                 Cost           Value

<S>                                                                          <C>             <C>
Due in less than one year                                                    $   300,010     $   296,781
Due in one year to five years                                                    399,634         390,844
Mortgage backed securities                                                        99,263          99,766
                                                                             -----------     -----------
                                                                             $   798,907     $   787,391
                                                                             ===========     ===========


</TABLE>

<PAGE>


       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


3.   Marketable Securities  (continued)

Actual maturities may differ from contractual  maturities because some borrowers
have the right to call or prepay obligations.  Proceeds from sales of securities
were  approximately  $1,131,000 and $302,000 during the fiscal years ended March
31, 2000 and 1999  respectively.  Proceeds  from the  maturities  of  marketable
securities were  approximately  $495,000 and $1,394,000  during the fiscal years
ended March 31, 2000 and 1999,  respectively.  Included in investment income are
gross gains of $3,488 and $7,440 and gross losses of $2,283 and $2,450 that were
realized  on these  sales  during  the  years  ended  March  31,  2000 and 1999,
respectively.

4.   Investments in Local Limited Partnerships

The  Partnership  uses the equity method to account for its limited  partnership
interests  in  thirty-two  Local  Limited  Partnerships  which  own and  operate
multi-family  housing  complexes,  all of  which  are  government-assisted.  The
Partnership,  as Investor  Limited Partner pursuant to the various Local Limited
Partnership  Agreements,   which  contain  certain  operating  and  distribution
restrictions,  has acquired a 99% interest in the profits,  losses,  tax credits
and cash flows from operations of each of the Local Limited  Partnerships,  with
the exception of Barrington Manor and Duluth, where 49.5% interests are held.
Upon  dissolution,  proceeds will be  distributed  according to each  respective
partnership agreement.

The  following is a summary of  Investments  in Local Limited  Partnerships,  at
March 31, 2000:
<TABLE>
<CAPTION>


Capital  contributions  and  advances  paid to Local  Limited  Partnerships  and
   purchase price paid to withdrawing partners of Local Limited
<S>                                                                                            <C>
   Partnerships                                                                                $  37,080,846

Cumulative equity in losses of Local Limited
   Partnerships (excluding cumulative
   unrecognized losses of $32,978,578)                                                           (35,960,227)

Cumulative cash distributions received
   from Local Limited Partnerships                                                                (1,910,203)

Investments in Local Limited Partnerships
   before adjustment                                                                                (789,584)

Excess investment costs over the underlying net assets acquired:

   Acquisition fees and expenses                                                                   4,648,780

   Accumulated amortization of acquisition
     fees and expenses                                                                            (1,150,512)

Investments in Local Limited Partnerships                                                          2,708,684

Reserve for valuation of investments in
   Local Limited Partnerships                                                                     (1,603,554)
                                                                                               $   1,105,130
</TABLE>

The Partnership has recorded a reserve for valuation for its investment in three
Local Limited Partnerships, Sierra Pointe, Barrington Manor, and Duluth, because
there is evidence of a non-temporary  decline in the recoverable amount of these
investments.
<PAGE>
       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


4.    Investments in Local Limited Partnerships (continued)

Summarized  financial  information  as of December 31, 1999 and 1998 (due to the
Partnership's  policy of reporting  financial  information  of its Local Limited
Partnership  interests  on  a 90  day  lag  basis)  of  all  the  Local  Limited
Partnerships  in  which  the  Partnership  has  invested  as of that  date is as
follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
                                                                                                        1998
                                                                                   1999               (Restated)
Assets:
<S>                                                                          <C>                   <C>
   Investment property, net                                                  $     86,133,689      $    93,431,633
   Current assets                                                                   2,678,612            2,227,314
   Other assets                                                                     7,899,559            7,480,627
                                                                             ----------------      ---------------
     Total Assets                                                            $     96,711,860      $   103,139,574
                                                                             ================      ===============

Liabilities and Partners' Deficit:
   Current liabilities (includes current portion
     of long-term debt)                                                      $      9,898,861      $    18,152,341
   Other debt                                                                      15,377,549           13,104,222
   Long-term debt                                                                 110,012,955          104,511,903
                                                                             ----------------      ---------------
     Total Liabilities                                                            135,289,365          135,768,466
                                                                             ----------------      ---------------

Partners' Deficit:
   Partnership's Deficit                                                          (37,281,312)         (32,310,020)
   Other Partners' Deficit                                                         (1,296,193)            (318,872)
                                                                             ----------------      ---------------
     Total Partners' Deficit                                                      (38,577,505)         (32,628,892)
                                                                             ----------------      ---------------
       Total Liabilities and Partners' Deficit                               $     96,711,860      $   103,139,574
                                                                             ================      ===============

Summarized Income Statements - for
the years ended December 31,
                                                                                                         1998
                                                                                   1999               (Restated)

Rental and other revenue                                                     $     20,140,097      $    20,684,133
                                                                             ----------------      ---------------

Expenses:
   Interest                                                                         9,579,035            9,804,372
   Operating                                                                       11,708,895           11,968,902
   Depreciation and amortization                                                    4,355,198            4,422,623
                                                                             ----------------      ---------------
     Total Expenses                                                                25,643,128           26,195,897
                                                                             ----------------      ---------------

Net Loss                                                                     $     (5,503,031)     $    (5,511,764)
                                                                             ================      ===============

Partnership's share of Net Loss                                              $     (5,390,620)     $    (5,456,155)
                                                                             ================      ===============
Other partners' share of Net Loss                                            $       (112,411)     $       (55,609)
                                                                             ================      ===============
</TABLE>

For the years ended March 31, 2000 and 1999, the  Partnership has not recognized
$5,130,385 and $5,144,159,  respectively,  in equity in losses relating to Local
Limited   Partnerships   where  cumulative   equity  in  losses  and  cumulative
distributions exceeded its total investments.

The  Partnership's  deficit as reflected by the Local  Limited  Partnerships  of
$37,281,312  differs  from  the  Partnership's   Investments  in  Local  Limited
Partnerships  before  adjustment  of  $789,584   principally   because:  a)  the
Partnership has not recognized $32,979,858 of equity in losses relating to Local
Limited  Partnerships  whose  cumulative  equity in losses and  cumulative  cash
distributions exceeded their total investments b) the purchase price paid to the
original  Limited  Partners by the  Partnership  has not been  reflected  in the
balance sheets of certain Local Limited  Partnerships and c) the Partnership has
included  advances of  approximately  $1,376,000 in investments in Local Limited
Partnerships which are included in liabilities in the balance sheet of the Local
Limited Partnerships.
<PAGE>

     BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)

                  NOTES TO THE FINANCIAL STATEMENTS (continued)


5.   Transactions with Affiliates

An affiliate of the Managing  General  Partner is reimbursed for the actual cost
of the Partnership's operating expenses.  Included in general and administrative
expenses for the years ended March 31, 2000 and 1999 is $168,588  and  $133,092,
respectively,   that  has  been  paid  or  is  payable  by  the  Partnership  as
reimbursement for salaries and benefits.  At March 31, 2000, $71,000, is payable
to an affiliate of the Managing General Partner.

An affiliate of the Managing  General Partner managed three  properties in which
the Partnership has invested.  Included in operating  expenses in the summarized
income statements in Note 4 to the Financial  Statements is $69,812 and $128,246
of fees earned by this affiliate for the years ended December 31, 1999 and 1998,
respectively.  As of July 1999,  management  services of these  affiliates  were
transferred to an unrelated third party.

6.  Transfer of Interests in Local Limited Partnerships

On November  10, 1997,  the  Managing  General  Partner  transferred  50% of its
interest in capital and profits of Barrington Manor,  Graver Inn, 600 Dakota and
Duluth to the local general partner. Included in this transfer was a put option.
The put  option  grants  the  Managing  General  Partner  the  right  to put the
Partnership's  remaining interest to the local general partner anytime after one
year had elapsed.  For financial reporting purposes,  the Partnership wrote down
the carrying value of these  investments in Local Limited  Partnerships  to zero
because it was uncertain as to whether the Partnership  would be able to recover
its remaining invested balances.  The Partnership would retain its full share of
tax  credits  until  such  time as the  remaining  interest  is put to the local
general partner.

On April 9, 1999, due to concerns over the financial viability of 600 Dakota and
Graver  Inn  and to  avoid  the  potential  risk  of  recapture  of tax  credits
associated with the properties, the Managing General Partner exercised its right
to transfer the Partnership's remaining interest in 600 Dakota and Graver Inn to
the Local General  Partner.  This transfer did not trigger a recapture event for
the Partnership nor have any impact on the Partnership's  financial  statements.
However,  for tax  purposes,  this event  resulted in both Section 1231 gain and
cancellation of indebtedness income for the 1999 tax year.

As previously reported,  Boulevard Commons,  located in Chicago,  Illinois,  had
been experiencing  operating deficits due to expenses increasing because of high
turnover at the property, security issues and increasing maintenance and capital
needs.  As a result  of these  issues,  Boulevard  Common's  mortgage  went into
default.  In October 1998,  affiliates of the Managing  General Partner replaced
the Local General  Partners and a new unaffiliated  non-profit  general partner.
The interest of the original  Local General  Partners was converted to a special
limited  partner  interest with no right to participate in the management of the
Local Limited Partnership. Further, the Managing General Partner consummated the
transfer of 48% of the  Partnership's  capital and profits in the  properties to
the new Local General  Partner.  The Managing  General  Partner has the right to
transfer the Partnership's  remaining  interest to the New Local General Partner
any time after one year has elapsed.  These  events had no  financial  statement
impact.


<PAGE>


       BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS LIMITED PARTNERSHIP
                             (A Limited Partnership)
                  NOTES TO THE FINANCIAL STATEMENTS (continued)


7.   Federal Income Taxes

The following schedule  reconciles the reported financial statement loss for the
fiscal  years  ended  March 31,  2000 and 1999 to the loss  reported on the Form
1065,  U.S.  Partnership  Return of Income for the years ended December 31, 1999
and 1998:
<TABLE>
<CAPTION>
                                                                                                        1999
                                                                                        2000         (Restated)

<S>                                                                                 <C>            <C>
Net Loss per financial statements                                                   $ (1,439,749)  $   (514,410)
   Adjustment to reflect March 31 fiscal
     year end to December 31 taxable year end                                             48,339        (38,297)
   Amortization of acquisition fees and
     expenses for tax purposes in excess of
     amortization for financial reporting purposes                                      (150,354)      (145,354)
   Adjustment for equity in losses of Local
     Limited Partnerships for tax purposes
      in excess of equity in losses for financial
     reporting purposes                                                                 (958,556)    (1,252,301)
   Equity in losses of Local Limited
     Partnerships not recognized
     for financial reporting purposes                                                 (5,257,241)    (5,241,234)
   Bad debt expense not deductible for tax purposes                                            -         72,812
   Cash distribution included in loss for financial reporting purposes                  (131,624)       (97,075)
                                                                                    ------------   ------------
Net Loss per tax return                                                             $ (7,889,185)  $ (7,215,859)
                                                                                    ============   ============
</TABLE>

The  differences in the assets and  liabilities of the Partnership for financial
reporting purposes and tax purposes as of March 31, 2000 are as follows:
<TABLE>
<CAPTION>
                                                      Financial                   Tax
                                                      Reporting                Reporting
                                                      Purposes                 Purposes         Differences

<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $   1,105,130           $  (39,888,525)     $  40,993,655
                                                   =============           ==============      =============
Other assets                                       $   1,149,735           $    7,745,612      $  (6,595,877)
                                                   =============           ==============      =============
Liabilities                                        $     101,692           $       40,411      $      61,281
                                                   =============           ==============      =============
</TABLE>

The  differences  in assets and  liabilities  of the  Partnership  for financial
reporting  purposes  are  primarily  attributable  to  the  following:  (i)  the
cumulative equity in losses from Local Limited  Partnerships,  for tax reporting
purposes is  approximately  $41,429,000  greater  than for  financial  reporting
purposes,  including approximately $32,980,000 of losses the Partnership has not
recognized relating to twenty eight Local Limited  Partnerships whose cumulative
equity in  losses  exceeded  its  total  investment;  (ii) the  amortization  of
acquisition fees for tax reporting purposes exceeds financial reporting purposes
by  approximately  $850,000;  and (iii)  organizational  and  offering  costs of
approximately  $6,165,000 that have been capitalized for tax reporting  purposes
are charged to Limited Partners' equity for financial reporting purposes.


<PAGE>

June 29, 2000

Boston Financial Qualified Housing Limited Partnership
101 Arch Street
Boston, MA 02110-1106

To the Partners of
Boston Financial Qualified Housing Limited Partnership:

We are  providing  this letter to you for  inclusion  as an exhibit to your Form
10-K filing pursuant to Item 601 of Regulation S-K.

We have audited the financial  statements included in Boston Financial Qualified
Housing Limited Partnership (the  "Partnership")  Annual Report on Form 10-K for
the year ended March 31, 2000 and issued our report thereon dated June 22, 2000.
Note 2 to the financial statements describes a change in reporting entity from a
combined basis  presentation to a stand-alone basis  presentation.  It should be
understood  that  the  preferability  of one  acceptable  method  of  presenting
entities  under  common  control  over  another  has not been  addressed  in any
authoritative accounting literature,  and in expressing our concurrence below we
have relied on management's  determination  that this change in reporting entity
is  preferable.  Based  on  our  reading  of  management's  stated  reasons  and
justification  for this  change in  reporting  entity in the Form 10-K,  and our
discussions  with  management as to their judgment  about the relevant  business
planning and legal  factors  relating to the change,  we concur with  management
that such change represents, in the Partnership's circumstances, the adoption of
a preferable accounting principle in conformity with Accounting Principles Board
Opinion No. 20.


Very truly yours,


/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP