<PAGE> 1

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                     10-K

               Annual Report Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934

     For the fiscal year ended                    Commission file number
-----------------------------------        ------------------------------------
           June 30, 1997                                  19324

                       Boston Celtics Limited Partnership
-------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

             Delaware                                   04-2936516
-----------------------------------        ------------------------------------
  (State or other jurisdiction of                   (I.R.S. Employer
  incorporation or organization)                   Identification No.)

151 Merrimac Street, Boston, Massachusetts                    02114
------------------------------------------        -----------------------------
 (Address of principal executive offices)                   (Zip Code)

                                 (617) 523-6050
-------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

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

                                                  Name of each Exchange
        Title of each class                        on which registered
-----------------------------------        ------------------------------------
 Units Representing Assignments of               New York Stock Exchange
  Beneficial Ownership of Limited                 Boston Stock Exchange
       Partnership Interests

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

                                      None
-------------------------------------------------------------------------------
                               (Title of Class)

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 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-K or any  amendment to
this Form 10-K     [ ].

<PAGE> 2

The aggregate market value of the 2,803,493 Units held by non-affiliates of the
Registrant as of September 19, 1997 was approximately $69,036,000, based on the
closing  price of the  Units on the New York  Stock  Exchange  on that  date of
$24.625 per Unit.

       As of September 19, 1997, there were 5,346,164 Units outstanding.



                      BOSTON CELTICS LIMITED PARTNERSHIP
                         1997 FORM 10-K ANNUAL REPORT
                                     INDEX


                                     PART I

<TABLE>
<CAPTION>
                                                                              Page
                                                                              ----

<S>       <C>                                                                  <C>
Items 1.
  and 2.  Business and Properties.............................................  1
Item  3.  Legal Proceedings...................................................  6
Item  4.  Submission of Matters to a Vote of Security Holders.................  6


                                    PART II

Item  5.  Market for Registrant's Common Equity and Related Stockholder
          Matters.............................................................  7
Item  6.  Selected Financial Data.............................................  8
Item  7.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations...........................................  9
Item  8.  Financial Statements and Supplementary Data......................... 11


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant.................. 12
Item 11.  Executive Compensation.............................................. 15
Item 12.  Security Ownership of Beneficial Owners and Management.............. 18
Item 13.  Certain Relationships and Related Transactions...................... 18


                                    PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K..... 20
Signatures ................................................................... 49
</TABLE>







<PAGE> 3

                                    PART I
                                    ------


Items 1 and 2. Business and Properties
--------------------------------------

General

      Boston  Celtics  Limited  Partnership  ("BCLP" or the  "Partnership"),  a
Delaware limited partnership,  owns 99% of Celtics Limited Partnership ("CLP"),
which in turn owns and operates the Boston Celtics professional basketball team
(the "Boston Celtics") of the National Basketball Association (the "NBA"). BCLP
also wholly owns BCCLP Holding Corporation  ("Holdings"),  which in turn wholly
owns  Celtics  Capital  Corporation  ("CCC").  CCC holds  investments  of funds
derived  from the  sale by  Boston  Celtics  Broadcasting  Limited  Partnership
("BCBLP")  of  Television  Station  WXFT  -  Channel  25  ("WFXT")  of  Boston,
Massachusetts  in  July  1995  and  Radio  Station  WEEI  - 590  AM of  Boston,
Massachusetts  ("WEEI") in June 1994.  BCBLP was  indirectly  owned by BCLP and
Celtics Investments, Inc. ("CII"), BCLP's wholly-owned subsidiary.

      BCLP's General Partner is Celtics,  Inc. ("CI"); CLP's General Partner is
Boston  Celtics  Corporation  ("BCC");   BCCLP's  General  Partner  is  Celtics
Communications, Inc. ("CCI"). Each of CI, BCC and CCI is a Delaware corporation
whose sole stockholders are Paul Gaston, Don Gaston (father of Paul Gaston) and
Walcott Partners,  L.P.  ("Walcott"),  an affiliate of the Gaston family.  Paul
Dupee's  interest in CI was acquired by Walcott,  and his  interests in BCC and
CCI were acquired by Paul Gaston on November 30, 1996.


Basketball Operations

      The  Partnership,  through  CLP,  owns and  operates  the Boston  Celtics
professional  basketball  team of the NBA. The following  table  summarizes the
performance of the Boston Celtics during the past 15 basketball seasons:























<PAGE> 4

<TABLE>
<CAPTION>
                        Regular
           Regular    Season Place
           Season     of Finish in
Season     Record       Division                   Playoff Results
-------    -------    ------------    ------------------------------------------

<S>         <C>         <C>           <C>
1996-97     15-67       Seventh       --
1995-96     33-49       Fifth         --
1994-95     35-47       Third         Lost in First Round of Conference Playoffs
1993-94     32-50       Fifth         --
1992-93     48-34       Second        Lost in First Round of Conference Playoffs
1991-92     51-31       First         Lost in Conference Semifinals
1990-91     56-26       First         Lost in Conference Semifinals
1989-90     52-30       Second        Lost in First Round of Conference Playoffs
1988-89     42-40       Third         Lost in First Round of Conference Playoffs
1987-88     57-25       First         Lost in Conference Finals
1986-87     59-23       First         Lost in Championship Finals
1985-86     67-15       First         NBA Champions
1984-85     63-19       First         Lost in Championship Finals
1983-84     62-20       First         NBA Champions
1982-83     56-26       Second        Lost in Conference Semifinals
</TABLE>

      Sources of Revenues. The Boston Celtics derive their revenues principally
from the sale of tickets to home games and the licensing of  television,  cable
network  and radio  rights.  The  following  table  shows the  contribution  to
revenues of the basketball operations from these sources and from miscellaneous
other sources for each of the last three fiscal years:

<TABLE>
<CAPTION>
                           Contribution to Revenues
                                (in thousands)
------------------------------------------------------------------------------
   Year
  Ended                              Television, Cable      Other      Total
 June 30,        Ticket Sales            and Radio         Sources    Revenues
---------    --------------------   --------------------   -------    --------
              Regular                Regular
             Season(1)   Playoffs   Season(2)   Playoffs
             ---------   --------   ---------   --------

   <S>        <C>         <C>        <C>          <C>       <C>       <C>
   1997       $31,813                $23,269                $7,916    $62,998
   1996        35,249                 22,072                 7,459     64,780
   1995        22,037     $1,518      20,956      $395       7,419     52,325

<FN>
<F1>  Includes proceeds from exhibition games.

<F2>  Includes  the Boston  Celtics'  share of revenues  under the NBA national
      television contracts.
</FN>
</TABLE>

<PAGE> 5

      The operations and financial  results of the Boston Celtics are seasonal.
See "Item 7 - Management's  Discussion and Analysis of Financial  Condition and
Results of Operations - General."

      Ticket Sales.  The Boston  Celtics play an equal number of home games and
away games  during the 82-game  NBA regular  season.  In  addition,  the Boston
Celtics play eight  exhibition  games prior to the  commencement of the regular
season.  Under the NBA Constitution and By-laws, the Boston Celtics receive all
revenues from the sale of tickets to regular  season home games (subject to the
NBA gate  assessment) and no revenue from the sale of tickets to regular season
away games. Generally,  the Boston Celtics retain all revenues from the sale of
tickets to home  exhibition  games  played in Boston as well as certain  ticket
revenues  from home  exhibition  games played at neutral  sites.  Under certain
circumstances,  the Boston Celtics pay appearance fees to the visiting team for
exhibition  games,  and  likewise  the team  may  receive  appearance  fees for
exhibition games played elsewhere.

      Effective with the 1995-1996  season,  all Boston Celtics  regular season
home games are played in the FleetCenter,  an arena located in downtown Boston.
The seating capacity of the FleetCenter is approximately  19,300 as compared to
a seating capacity of 14,890 at the Boston Celtics prior home arena, the Boston
Garden. The policy of the Boston Celtics during the last several years has been
to limit the number of season  tickets so that some tickets are  available on a
per game  basis.  During the  1996-1997  season,  approximately  13,000  season
tickets  were sold,  as compared to 15,000 in the 1995-96  season and 12,700 in
1994-95 season.

      Television,  Cable and Radio  Broadcasting.  The  Partnership and the NBA
license the television and radio broadcast rights to Celtics  basketball games.
The NBA, as agent for its members,  licenses  the  national  and  international
broadcast  of the games under  agreements  with NBC  Sports,  a division of the
National  Broadcasting  Company  (the  "NBC  agreement"),  and  Turner  Network
Television,  Inc., an affiliate of Turner  Broadcasting  (the "TNT agreement").
Each of the NBA member teams shares equally in these license fees. In addition,
the Partnership  licenses the local over the air rights to broadcast away games
under an agreement with Gillett  Communications of Boston,  Inc.  (subsequently
assigned to Paramount  Communications),  licensee of Television Station UPN 38,
WSBK-TV (the "WSBK  agreement") and licenses the cable rights to broadcast home
games to  Sportschannel  New England Limited  Partnership  (the  "Sportschannel
agreement").  The  Partnership  licenses the rights to  broadcast  all games on
radio under an agreement with American Radio Systems,  Inc.,  licensee of Radio
Station WEEI - 850AM (the "ARS  agreement").  The NBC, TNT and WSBK  agreements
extend through the 1997-98 season. The Sportschannel  agreement extends through
the 1998-99 season,  with a right to an additional  extension by  Sportschannel
through the 2000-01  season.  The ARS agreement  extends  through the 1999-2000
season.  There  can be no  assurance  that the  Partnership  or the  NBA,  upon
expiration  of the  aforementioned  agreements,  will be able to enter into new
agreements on terms as favorable as those in the current agreements.

      Generally,  these  agreements  provide for the  broadcast  of a specified
number of games  (pre-season,  regular  season and playoff  games) at specified
rights fees,  which in some cases increase over the term of the contract and in
some cases  provide for revenue  sharing,  per game.  The  national  agreements
provide that the licensee  identify the games which it wishes to broadcast  and
the local rights agreements provide for the preemption of games broadcast under
the national license agreements.


<PAGE> 6


      The NBC agreement  accounted for  approximately  11% ($6,896,552) and 10%
($6,552,000) of the  Partnership's  total revenues for the years ended June 30,
1997 and 1996, respectively. No other agreement accounted for as much as 10% of
the  Partnership's  total revenues for the years ended June 30, 1997,  1996 and
1995.

      Other Sources.  Other sources of revenues for the  basketball  operations
include   promotional  and  novelty  revenues, including   royalties  from  NBA
Properties, Inc. ("NBA Properties").  NBA Properties is a corporation organized
in 1967 to which each NBA  member  has  assigned  the  exclusive  rights to the
merchandising  of its team name,  insignia and other similar  properties to the
extent  such  rights  were  not  previously  assigned  to  others  prior to the
formation of NBA Properties.  NBA Properties pays royalties to each NBA team in
consideration of the receipt of such rights.  This assignment is subject to the
Boston  Celtics' right to use their insignia and symbols in connection with the
promotion  of the team in their home  territory  and retail sales in their home
arena. NBA Properties licenses other companies to manufacture and sell official
NBA items such as sneakers,  basketballs,  warm-up jackets and sweatshirts,  as
well as certain non-sports items.


Basketball Team

      Players. In general, the rules of the NBA permit each team to maintain an
active roster of 12 basketball  players during each regular season and up to 20
players in the  off-season.  The By-laws of the NBA require each member team to
enter into a uniform  player  contract with each of its players.  The following
table sets forth certain information concerning the players under contract with
the Boston Celtics as of September 19, 1997:

<TABLE>
<CAPTION>
                                                         Last Season
      Name              Position       Years in NBA     Under Contract
-----------------    --------------    ------------     --------------

<S>                  <C>                    <C>             <C>
Dana Barros          Guard                  8               2000-01
Chauncey Billups     Guard                  -               1999-00
Bruce Bowen          Forward                1               1998-99
Dee Brown            Guard                  7               1999-00
Andrew DeClercq      Forward/Center         2               2001-02
Tyus Edney           Guard                  2               1998-99
Pervis Ellison       Center                 8               1999-00
Travis Knight        Center                 1               2003-04
Tony Massenburg      Forward                5               1999-00
Ron Mercer           Guard                  -               1999-00
Chris Mills          Forward                4               2003-04
Greg Minor           Forward                3               2003-04
Antoine Walker       Forward                1               1998-99
</TABLE>






<PAGE> 7

      Coaches,  General Manager and other Team Personnel. The Head Coach of the
Boston Celtics,  Rick Pitino, was appointed Head Coach,  President and Director
of Basketball  Operations of CLP following the 1996-97  season.  Mr. Pitino was
most recently the Head  Basketball  Coach at the  University of Kentucky  since
1989, and served as the Head Coach of the New York Knickerbockers  (1987-1989),
Head Coach at Providence College  (1985-1987),  assistant coach of the New York
Knickerbockers (1983-1985) and Head Coach at Boston University (1978-1983). Mr.
Pitino is under  contract with the Boston  Celtics as President and Director of
Basketball  Operations  of CLP  through  May 6, 2007,  and as Head Coach of the
Boston Celtics for the first six full NBA seasons of the agreement (through the
2002-03 season).

      James O'Brien is an Associate  Coach of the Boston  Celtics.  Mr. O'Brien
was most recently an assistant coach at the University of Kentucky (1994-1997),
the Head Coach at the University of Dayton (1989-1994),  and an assistant coach
of the New York Knickerbockers (1987-1989), prior to which he held a variety of
coaching  positions  from 1974 through 1987. Mr. O'Brien is under contract with
the Boston Celtics through the end of the 1999-2000 season.

      Winston Bennett is an Assistant Coach of the Boston Celtics.  Mr. Bennett
was most recently an assistant coach at the University of Kentucky (1994-1997).
Previously,  Mr.  Bennett worked as a broadcaster at the University of Kentucky
(1993-1994) and for the Cleveland  Cavaliers of the NBA  (1992-1993),  prior to
which he played  for the  Cleveland  Cavaliers  (1988-1991)  and the Miami Heat
(1991-1992)  of the NBA. Mr.  Bennett is under contract with the Boston Celtics
through the end of the 1998-99 season.

      John  Carroll  is also an  Assistant  Coach of the  Boston  Celtics.  Mr.
Carroll was most  recently  the Advance Pro Scout for the Orlando  Magic of the
NBA  (1996-1997)  and for the Portland  Trail  Blazers of the NBA  (1995-1996).
Previously,  Mr. Carroll was the Head Coach at Duquesne University  (1989-1995)
and an assistant  coach at Seton Hall  University  (1982-1989).  Mr. Carroll is
under contract with the Boston Celtics through the end of the 1998-99 season.

      Shaun Brown is the Strength and Conditioning Coach of the Boston Celtics.
Mr.  Brown  was  most  recently  the  Strength  and  Conditioning  Coach at the
University  of Kentucky  (1992-1997),  the Strength and  Conditioning  Coach at
Providence  College  (1989-1992)  and the Assistant  Strength and  Conditioning
Coach at Rutgers University  (1987-1988).  Mr. Brown is under contract with the
Boston Celtics through the end of the 1998-99 season.

      Chris Wallace is the General Manager of the Boston  Celtics.  Mr. Wallace
was most  recently the  Director of Player  Personnel  (1996-1997)  and a scout
(1992-1996)  for the Miami Heat of the NBA.  Previously,  Mr. Wallace worked in
various scouting capacities for the Portland Trail Blazers, Denver Nuggets, Los
Angeles Clippers and New York  Knickerbockers  of the NBA. Mr. Wallace is under
contract with the Boston Celtics through the end of the 1999-2000 season.

      Ed Lacerte is the Head  Athletic  Trainer and  Physical  Therapist of the
Boston  Celtics  and has served in that  capacity  since  September  1987.  Mr.
Lacerte  is under  contract  with the  Boston  Celtics  through  the end of the
1999-00 season.






<PAGE> 8

      Under its  contracts  with its  coaches,  general  manager and other team
personnel  (including  individuals  formerly employed in these positions),  the
Boston Celtics had compensation  expense totaling $5,441,000 during the 1996-97
season.  During the 1997-98  season,  the Boston  Celtics are  required to make
salary  payments  to its  coaches,  general  manager  and other team  personnel
(including   individuals   formerly  employed  in  these  positions)   totaling
$10,940,000.

      Collective Bargaining  Agreement.  A collective bargaining agreement (the
"Collective  Bargaining  Agreement")  was  ratified by the NBA and the National
Basketball Players'  Association ("NBPA") on September 15, 1995 and executed by
the parties on July 11, 1996. The Collective  Bargaining  Agreement is to be in
effect  through June 30, 2001.  The previous  Collective  Bargaining  Agreement
expired on June 23, 1994.  The  Collective  Bargaining  Agreement  provides for
maximum and minimum total team salaries to be paid to players. Both maximum and
minimum team salaries are determined  based on estimates  prior to the start of
each season.  The maximum  team salary (the  "Salary  Cap") for each team for a
particular  season,  subject  to  certain  exceptions,  is  the  greater  of  a
predetermined  dollar  amount  or 48.04%  of the  projected  Basketball-Related
Income (as defined in the  Collective  Bargaining  Agreement) of all NBA teams,
divided  by the  number of NBA teams.  The NBA has the right to  terminate  the
Collective  Bargaining  Agreement  after the 1997-98 season if it is determined
that the aggregate  salaries and benefits paid by all NBA teams for the 1997-98
season exceed 51.8% of  Basketball-Related  Income as defined in the Collective
Bargaining Agreement.

      There are various  exceptions  to the Salary Cap  limitations,  including
exceptions  relating to a team's re-signing its own veteran free agent players,
replacing injured players,  and signing rookies up to 120% of the rookie salary
scale  amount.   These  exceptions   permit  teams  to  have  aggregate  player
compensation  exceeding  the  specified  Salary Cap.  For  example,  subject to
certain  limitations,  a team could  re-sign  its  veteran  free  agents at any
salary,  and could sign a new  player to replace an injured  player at a salary
equal to up to the lesser of 50% of the salary of such  injured  player or 108%
of the average  player salary for the prior  season,  even if such new salaries
caused  the team to exceed the  Salary  Cap.  Teams in excess of the Salary Cap
face certain  restrictions with respect to signing new players.  The Salary Cap
for the 1997-98  season has been set at $26.9  million and as of September  19,
1997, the Boston Celtics' total team compensation is above the Salary Cap.

      The minimum team salary is designed to result in payments by NBA teams of
total player salaries and benefits for a given season  aggregating at least 75%
of the Salary Cap each season. There is also a provision for minimum individual
player salaries.

      Since the  adoption  of the Salary Cap  limitations  under a  predecessor
collective  bargaining  agreement,  there have been various  disputes among NBA
members  and  between  the NBA and its  members  and the NBPA  relating  to the
interpretation and application of the limitations in specific situations.  Such
disputes are resolved by an arbitrator or by a  court-appointed  special master
whose decision is subject to judicial review.

      The  Collective  Bargaining  Agreement also governs the rights of veteran
free agents,  certain aspects of uniform player  contracts,  player pension and
other benefits,  the NBA draft of college  players and other matters  affecting
the players.


<PAGE> 9

      There can be no assurance  that NBA and the NBPA,  upon the expiration of
the current Collective Bargaining Agreement or upon the possible termination of
the  Collective  Bargaining  Agreement  after the 1997-98  season as  described
above, will reach agreement on a new collective bargaining agreement with terms
as  favorable  as those in the  current  agreement.  Further,  there  can be no
assurance that the NBA will not experience labor relations  difficulties in the
future or  significantly  increased player salaries which could have a material
adverse  effect  on  the  Partnership's   financial  condition  or  results  of
operations.

Basketball Facilities

      Effective  with the start of the 1995-96  basketball  season,  the Boston
Celtics  play  all of its home  games at the  FleetCenter  located  in  Boston,
Massachusetts.   On  April  4,  1990,  the  Boston   Celtics   entered  into  a
License/Lease Agreement and an Office Lease Agreement (collectively, the "Lease
Agreement") with New Boston Garden  Corporation  ("NBGC").  The Lease Agreement
was amended in certain  respects and restated as of April 14, 1993. NBGC, which
is unaffiliated with the Boston Celtics,  developed the new building and sports
entertainment  facility which has a seating  capacity of  approximately  19,300
spectators to replace the Boston Garden. The FleetCenter, which is located on a
site adjacent to the Boston Garden, was opened on September 30, 1995.

      Under the terms of the Lease  Agreement,  NBGC has  granted to the Boston
Celtics a license  to use the  basketball  facilities  at the  FleetCenter  and
provides to the Celtics  approximately 10,000 square feet of office space. NBGC
is responsible for  maintaining  the  FleetCenter and providing  administrative
personnel  such as  ushers,  ticket  takers,  police  and  security  personnel,
announcers, scorers and statisticians.  At the Boston Celtics' request, NBGC is
responsible  for making all box office  ticket sales and remitting the proceeds
to the Boston  Celtics.  In general,  NBGC  receives  only premium fee revenues
generated from preferred seating and executive boxes in the FleetCenter.  Under
the terms of the Lease  Agreement,  the Boston  Celtics do not share in revenue
from food and beverage concessions at the FleetCenter, but may sell programs at
each game  subject to the payment of a  commission  to NBGC's  concessionaires.
NBGC is also  licensed by the Boston  Celtics to sell  merchandise  bearing the
Boston Celtics' name,  trademark and/or logo, subject to prior approval by, and
payment of a commission to, the Boston Celtics.

      The  Lease  Agreement  provides  that it  commenced  on the day  that the
FleetCenter was substantially completed and operational and extends for 10 full
basketball seasons (from the 1995-96 season to the 2004-2005 season). NBGC may,
at its  option,  extend  the term of the Lease  Agreement  for five  additional
basketball  seasons (the  "Extended  Term"),  provided NBGC notifies the Boston
Celtics  during a  specified  period  following  the fifth  anniversary  of the
commencement  of the term of the Lease  Agreement of its  intention to exercise
its  option and  subject  to the NBGC  making  certain  payments,  based on its
revenues, to the Boston Celtics during the Extended Term.

      Prior to the 1995-96 season, the Boston Celtics played most of their home
games in the Boston  Garden,  a 14,890  seating  capacity  indoor  sports arena
located in downtown  Boston.  The Boston Garden was also owned by NBGC, and was
made available to the Boston Celtics under a License and Lease  Agreement which
ended at the conclusion of the 1994-95 season.




<PAGE> 10

      The Boston Celtics also lease  approximately  16,000 square feet of space
at 151 Merrimac Street, Boston, Massachusetts.  This facility houses the Boston
Celtics administrative offices. The term of this lease extends through December
2005,  with an option to extend for one  five-year  renewal  period.  Under the
provisions of the Lease  Agreement with NBGC, the Boston Celtics are reimbursed
for the cost of 10,000  square feet of office  space during the 10-year term of
the Lease Agreement with NBGC.

Competition

      The  Boston  Celtics  are the only  professional  basketball  team in the
Boston area.  However,  the Boston Celtics compete for spectator  interest with
all forms of  professional  and amateur  sports  conducted  in and near Boston.
During parts of the basketball season the Boston Celtics experience competition
from professional  hockey (the Boston Bruins),  professional  football (the New
England Patriots), and professional baseball (the Boston Red Sox). In addition,
the colleges and universities in the Boston area, as well as public and private
schools,  offer a full schedule of athletic  events  throughout  the year.  The
Boston  Celtics  also  compete  for  attendance  with the  wide  range of other
entertainment and recreational activities available in New England.

      The Boston  Celtics also  compete  with other  United  States and foreign
basketball teams, professional and otherwise, for available players.

Insurance

      The  Boston  Celtics  maintains   accidental  death  and   dismemberment,
disability  and life  insurance  policies on most of its key players and on its
head coach. These disability  policies cover injuries which result in permanent
and total disability,  as well as temporary  disability on injuries which cause
less severe  damage,  but loss of player  services for more than half a playing
season.  These  policies  would  generally  reimburse  the  Partnership  for  a
substantial  percentage  of the payments  which it would be required to make to
such player under his contract. The waiting period for reimbursement under most
temporary  disability  policies is 41 games. This Key Man Disability  Insurance
Plan is maintained by the NBA through a Master Policy Program, and underwritten
by a leading national insurance company.

      The Boston Celtics  participate in a workers'  compensation  policy and a
high limit  comprehensive  general  liability and umbrella policy maintained by
the NBA.  Included under that plan is protection for team sports  participant's
liability  covering claims which may result from,  among other things,  certain
injuries which may be incurred during player contests or exhibitions  sponsored
by the Team.

      The NBA has established a Disaster Plan which permits a team suffering an
air or similar  disaster to draft  players from the other NBA teams  subject to
specified  procedures.  The NBA  maintains  an insurance  policy that  provides
compensation  to the team suffering the disaster,  as well as those teams whose
players are selected in such special draft.

      In addition to  basketball-related  insurance,  the Partnership maintains
various types of business insurance,  including general liability insurance and
umbrella insurance.




<PAGE> 11

Employees

      In addition to the players and  coaches,  see  "Basketball  Operations  -
Basketball  Team,"  as of  September  19,  1997,  the  Boston  Celtics  have 43
full-time   employees   engaged  in  operating,   marketing,   advertising  and
administrative  activities.  None of the Partnership's employees other than its
players  are  covered by  collective  bargaining  agreements.  The  Partnership
considers its relations with its employees to be good.

Item 3. Legal Proceedings
-------------------------

      As a member of the NBA,  the  Partnership  is a defendant  along with the
other NBA  members  in  various  lawsuits  incidental  to the NBA's  basketball
operations.  The Partnership  will generally be liable,  jointly and severally,
with all other members of the NBA for the costs of defending  such lawsuits and
any  liabilities  of the  NBA  which  might  result  from  such  lawsuits.  The
Partnership  is not involved in any material  legal  proceedings.  From time to
time, however,  the Partnership may become a party to legal proceedings arising
in the ordinary course of business.

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

      None.

                                    PART II
                                    -------


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
-----------------------------------------------------------------------------

      The Partnership's Units are listed on the New York Stock Exchange and the
Boston  Stock  Exchange and are traded under the symbol  "BOS".  The  following
table sets forth, for the periods indicated,  the high and low sales prices per
Unit  on the New  York  Stock  Exchange  and  cash  distributions  per  Unit to
Unitholders for the years ended June 30, 1997 and 1996, respectively.

<TABLE>
<CAPTION>
                       Year Ended June 30, 1997
                  ----------------------------------
                     Sales Price            Cash
                  ------------------    Distribution
    Period         High        Low        Declared
--------------    -------    -------    ------------

<S>               <C>        <C>           <C>
First Quarter     $22 1/2    $20 1/4
Second Quarter     22 3/4     20 5/8       $1.00
Third Quarter      24 3/8     22 3/8
Fourth Quarter     28 1/8     23 1/4
                                          -------
                                           $1.00
                                          =======
</TABLE>

<PAGE> 12


<TABLE>
<CAPTION>
                       Year Ended June 30, 1996
                  ----------------------------------
                     Sales Price            Cash
                  ------------------    Distribution
    Period         High        Low        Declared
--------------    -------    -------    ------------

<S>               <C>        <C>           <C>
First Quarter     $27        $20 1/8
Second Quarter     28 3/8     22 7/8
Third Quarter      24 1/8     21 3/8
Fourth Quarter     25 1/8     21 5/8       $1.50
                                          -------
                                           $1.50
                                          =======
</TABLE>

-------------------
      As  of  September  19,  1997,  the   approximate   number  of  registered
unitholders of the Partnership's Units was 64,623.

      Distributions may be declared from time to time in the sole discretion of
Celtics, Inc. as General Partner of the Partnership. See "Item 7 - Management's
Discussion  and Analysis of  Financial  Condition  and Results of  Operations -
Liquidity and Capital Resources."






























<PAGE> 13

Item 6. Selected Financial Data
-------------------------------

Boston Celtics Limited Partnership and Subsidiaries consolidated - 
(000's omitted, except for per unit data)

<TABLE>
<CAPTION>
                                                                              Year Ended June 30
                                                                1997       1996       1995       1994       1993
                                                              --------   --------   --------   --------   --------

<S>                                                           <C>        <C>        <C>        <C>        <C>
Revenues                                                      $ 62,998   $ 64,780   $ 52,325   $ 44,583   $ 47,559

Costs and expenses                                              62,275     48,830     51,810     38,178     36,278
Interest income (expense), net                                     736      1,788     (2,567)    (1,665)      (982)
Net revenue from league expansion                                                      7,114
Net proceeds from life insurance                                                                  5,592
Net realized gains (losses) on disposition of marketable
 securities and other short-term investments                       361       (101)       110     (3,595)        79
                                                              ----------------------------------------------------
Income from continuing operations before income taxes            1,820     17,637      5,172      6,737     10,378
Provision for (benefit from) income taxes                        1,400      1,850       (345)      (600)
                                                              ----------------------------------------------------

Income from continuing operations                                  420     15,787      5,517      7,337     10,378
Income (loss) from discontinued operations                                     83     10,639      2,145     (5,150)
Gain from disposal of discontinued operations                              38,331                14,284
                                                              ----------------------------------------------------
Net income                                                    $    420   $ 54,201   $ 16,156   $ 23,766   $  5,228
                                                              ====================================================

Income from continuing operations applicable to Limited
 Partners                                                     $    358   $ 15,437   $  5,396   $  7,124   $ 10,214
Net income applicable to Limited Partners                     $    358   $ 52,910   $ 15,545   $ 23,126   $  5,157
Per unit:
  Income from continuing operations                           $   0.06   $   2.59   $   0.84   $   1.11   $   1.59
  Net income                                                  $   0.06   $   8.89   $   2.43   $   3.61   $   0.80
  Distributions declared to BCLP unitholders                  $   1.00   $   1.50   $   3.00   $   1.25   $   1.25
  Cash distributions to Boston Celtics Communications 
   Limited Partners (the purchase price of BCCLP units)                                                   $   2.40
</TABLE>















<PAGE> 14

<TABLE>
<CAPTION>
Balance Sheet Data:
                                                                                   June 30
                                                                1997       1996     1995 (1)   1994 (1)   1993 (1)
                                                              --------   --------   --------   --------   --------

<S>                                                           <C>        <C>        <C>        <C>        <C>
Current assets                                                $103,801   $135,903   $186,101   $ 79,492   $ 50,976
Current liabilities                                             39,139     40,289    126,010     23,289     18,809
Total assets                                                   119,200    145,233    210,655    102,933     73,347
Program broadcast rights payable - noncurrent portion                                  9,062      8,566      3,434
Deferred revenues - noncurrent portion                                        700      1,440
Deferred federal and state income taxes - noncurrent portion    20,100     20,100      6,000      2,900
Notes payable to bank - noncurrent portion                      47,500     50,000     60,000     60,000     69,560
Deferred compensation - noncurrent portion                      10,380     11,750     14,850     18,248      9,760
Other noncurrent liabilities                                     9,870      5,875      4,024        850
Minority interest in Boston Celtics Broadcasting Limited 
 Partnership                                                                           4,989      1,909
Partners' capital (deficit)                                     (7,790)    16,520    (15,720)   (12,829)   (28,126)

<FN>
<F1>  Balance sheet captions at June 30, 1995,  1994, and 1993 include  amounts
      pertaining to discontinued operations. Total assets as shown in the table
      above  include  assets from  discontinued  operations of $52,893 in 1995,
      $39,855  in 1994,  and  $36,524  in 1993.  Long-term  obligations,  which
      include program  broadcast rights payable - noncurrent  portion and notes
      payable to bank - noncurrent portion as shown in the table above, include
      amounts pertaining to discontinued operations of $19,062 in 1995, $18,566
      in 1994, and $22,994 in 1993.
</FN>
</TABLE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations
-------------------------------------------------------------------------------

General

      Certain  statements  and  information   included  herein  may  constitute
"forward-looking   statements"  within  the  meaning  of  the  Federal  Private
Securities  Litigation Reform Act of 1995,  including  statements regarding the
Partnership's expectations, intentions or strategies regarding the future. Such
forward-looking  statements may involve known and unknown risks,  uncertainties
and  other  factors  which  may  cause  the  actual  results,   performance  or
achievements  of the  Partnership  to be materially  different  from any future
results,   performance   or   achievements   expressed   or   implied  by  such
forward-looking   statements.   Factors  that  could  cause  the  Partnership's
financial condition,  results of operation,  liquidity and capital resources to
differ  materially  include the team's  competitive  success,  uncertainties in
increases  in  players'  salaries,  the team's  ability  to attract  and retain
talented players,  uncertainties relating to labor relations involving players,
the  risk  of  injuries  to  key  players  and  uncertainties  regarding  media
contracts.




<PAGE> 15

      Consolidated  income from  continuing  operations  and  consolidated  net
income of Boston Celtics Limited  Partnership and its Subsidiaries for the year
ended June 30, 1997 was  $420,000 or $0.06 per unit on revenues of  $62,998,000
compared with consolidated income from continuing  operations of $15,787,000 or
$2.59 per unit on  revenues  of  $64,780,000  and  consolidated  net  income of
$54,201,000 or $8.89 per unit during the year ended June 30, 1996. Consolidated
net  income for the year  ended  June 30,  1996  included a gain on the sale of
Boston Celtics  Broadcasting  Limited  Partnership in the amount of $38,331,000
and income from this discontinued operation of $83,000.

      The Partnership  reported a consolidated loss from continuing  operations
and a  consolidated  net loss  for the  three  months  ended  June 30,  1997 of
$10,922,000  or $2.10  per  unit on  revenues  of  $8,503,000  compared  with a
consolidated  loss from  continuing  operations and a consolidated  net loss of
$767,000 or $0.13 per unit on revenues of $9,103,000 for the three months ended
June 30, 1996.

      The  consolidated  statements  of income for fiscal 1996 and 1995 include
the results of operations of television station WFXT, sold on July 7, 1995, and
radio station WEEI, sold on June 30, 1994, as discontinued operations. Gains on
their disposal were also included in discontinued operations.

      Income  from  continuing  operations  for the year  ended  June 30,  1997
includes  charges  totaling  $8,583,000 in the three months ended June 30, 1997
related  to  significant   personnel  changes,   primarily  in  the  basketball
operations.  These charges consisted  primarily of player contract  termination
costs ($4,580,000), bonuses and relocation costs ($2,215,000),  severance costs
($909,000) and salaries for the new coaching staff ($879,000). In addition, the
increase in the loss for the three months ended June 30, 1997 and the reduction
of net  income  for the year  ended  June 30,  1997 is a  result  of  decreased
revenues from ticket sales as well as increases in player  salaries and selling
and promotional expenses.

      The Boston Celtics derive revenues  principally  from the sale of tickets
to home games and the licensing of television,  cable network and radio rights.
A large portion of the Boston Celtics' annual revenues and operating expense is
determinable  at the  commencement  of each  basketball  season based on season
ticket sales and the Boston Celtics' multi-year  contracts with its players and
broadcast organizations.

      The operations and financial  results of the Boston Celtics are seasonal.
On a cash flow basis, the Boston Celtics receive a substantial portion of their
receipts  from the  advance  sale of season  tickets  during the months of June
through  October,  prior to the  commencement of the NBA regular  season.  Cash
receipts from playoff  ticket sales are received in March of any year for which
the team qualifies for league playoffs.  Most of the Boston Celtics'  operating
expenses are incurred and paid during the regular  season,  which  extends from
early November through late April.










<PAGE> 16

      For financial  reporting  purposes the Boston Celtics recognize  revenues
and expenses on a game-by-game basis.  Because the NBA regular season begins in
November,  the first  quarter  which ends on  September  30th,  will  generally
include  limited  or no revenue  and will  reflect a net loss  attributable  to
general  and  administrative  expenses  incurred in the  quarter.  Based on the
present  NBA  game  schedule,  the  Boston  Celtics  will  generally  recognize
approximately  one-third  of its annual  regular  season  revenue in the second
quarter,  approximately  one-half of such revenue in the third  quarter and the
remainder in the fourth quarter,  and it will recognize its playoff revenue, if
any, in the fourth quarter.

      Under  provisions  of the  Internal  Revenue  Code  applicable  to public
limited  partnerships,  the  Partnership  will  be  taxable  as  a  corporation
commencing on July 1, 1998. Alternatively,  pursuant to recent tax legislation,
the Partnership could maintain  partnership tax status by electing to pay a tax
of 3.5% of gross income.  In response to these  prospective  changes in the tax
treatment of the  Partnership,  management is evaluating  structural  and other
alternatives.  See "Item 7 - Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Tax Law Changes."

Results of Operations

      The following discussion compares results of continuing operations of the
Partnership and its subsidiaries for the year ended June 30, 1997 compared with
the year ended June 30, 1996 and for the year ended June 30, 1996 compared with
the year ended June 30, 1995.

      Revenues from regular season ticket sales  decreased by $3,437,000 or 10%
in fiscal 1997 compared to 1996 and increased by  $13,213,000  or 60% in fiscal
1996  compared to 1995.  The  decrease  in 1997 was a result of reduced  ticket
sales,  believed to be primarily  caused by the  performance  of the basketball
team. Ticket prices were not increased for the 1996-97 season. Increased ticket
sales in 1996 resulted  primarily from the move to the FleetCenter arena, which
has an increased  seating capacity of approximately  4,400 seats as compared to
the Boston Garden.

      Regular  season  television  and radio rights fees revenues  increased by
$1,197,000 or 5% in fiscal 1997 compared to 1996 and $1,116,000 or 5% in fiscal
1996 compared to 1995.  The increases were primarily the result of increases in
the NBA's national broadcasting contracts.

      Other revenues,  principally promotional advertising revenues,  increased
$457,000 or 6% in 1997 as compared to 1996 and were  relatively  flat in fiscal
1996 as compared to 1995.  The  increase in fiscal 1997 is  principally  due to
increased revenues from promotional activities  ($1,252,000),  partially offset
by a decrease in proceeds  received from NBA  properties  from the licensing of
novelty type products ($787,000).

      The Boston  Celtics played no playoff games in the 1996-97 or the 1995-96
seasons, accordingly, there were no playoff revenues or expenses in fiscal 1997
or 1996. The Boston Celtics played two home playoff games in fiscal 1995, which
resulted in $1,913,000 of playoff  revenue.  Playoff revenues vary from year to
year depending on the number of home games played and the  availability of such
games for local  television  broadcast,  and playoff expenses vary depending on
the number of games played.



<PAGE> 17

      Team expenses  increased by $13,050,000 or 47% in fiscal 1997 compared to
fiscal 1996  primarily  due to  increased  player  compensation  as a result of
changes in team player personnel  ($4,492,000).  In addition, the increase is a
result of certain  charges  recorded  in the three  months  ended June 30, 1997
related to personnel  changes in the basketball  operations,  including  player
contract   termination  costs   ($4,580,000),   bonuses  and  relocation  costs
($1,715,000),  severance  costs  ($878,000)  and  salaries for the new coaching
staff ($879,000).  Team expenses  decreased by $3,312,000 or 11% in fiscal 1996
compared to fiscal 1995  primarily due to decreased  player  compensation  as a
result of changes in team player personnel ($3,311,000).

      Game expenses,  primarily NBA assessments on gate receipts,  decreased by
$220,000 or 8% in fiscal 1997  compared  to 1996  primarily  as a result of the
decrease in revenues from ticket sales. Game expenses  decreased by $274,000 or
10% in fiscal 1996 as compared to 1995 primarily as a result of the elimination
of arena rental expense (a reduction of $1,146,000  from fiscal 1995) partially
offset by an increase in NBA assessments  due to the increased  ticket revenues
($635,000).

      Basketball  playoff  expense  was  $697,000  in fiscal  1995,  consisting
primarily  of  expenses  related  to the two home games  played.  There were no
playoff games played in fiscal 1997 or 1996.

      General and administrative  expenses decreased $1,139,000 or 8% in fiscal
1997  compared to 1996,  primarily as a result of decreases in personnel  costs
($1,081,000), management fees ($735,000) and professional, consulting and legal
expenses  ($198,000),  partially offset by increased expense related to options
to acquire units of partnership interest ($875,000). General and administrative
expenses increased $967,000 or 7% in fiscal 1996 compared to 1995, primarily as
a result of increased professional, consulting and legal expenses ($1,076,000),
increased  administrative  salaries  ($1,184,000) and increased management fees
($219,000),  partially  offset by reduced expense related to options to acquire
units of partnership interest ($1,322,000).

      Selling and promotional  expenses  increased  $1,707,000 or 57% in fiscal
1997 compared to 1996 and $281,000 or 10% in fiscal 1996 compared to 1995.  The
increase in 1997 compared to 1996 is primarily attributable to increases in net
sponsorship   costs  and  promotional   events   ($713,000),   personnel  costs
($476,000),  and advertising and production costs  ($381,000).  The increase in
fiscal  1996  compared  to 1995 is  primarily  attributable  to  increased  net
sponsorship costs.

      Total  depreciation  increased  $48,000 or 34% in fiscal 1997 compared to
1996 and $55,000 or 63% in fiscal 1996 compared to 1995.  The increases in 1997
and 1996 are  primarily  attributable  to  additional  depreciation  related to
additions to property and equipment and leasehold improvements in leased office
space and at the FleetCenter.

      Interest expense decreased $515,000 or 8% in fiscal 1997 compared to 1996
and  $2,687,000 or 30% in fiscal 1996 compared to 1995. The decrease in 1997 is
a result of the payment of an  $85,000,000  borrowing in July 1995 as well as a
decrease in the  deferred  compensation  liability.  The  decrease in 1996 is a
result of the  payment of the  $85,000,000  borrowing  in July 1995,  partially
offset by the  interest  expense  on the  notes  issued  on the  redemption  of
partnership units.



<PAGE> 18

      The Partnership earned interest income from its marketable securities and
other  short-term  investments  of $6,610,000 and $8,175,000 in fiscal 1997 and
1996,  respectively.  The decrease of $1,566,000 or 19% in fiscal 1997 compared
to 1996 is  attributable  to a reduced amount of available funds for short-term
investment. The increase in interest income of $1,667,000 or 26% in fiscal 1996
compared  to  1995  is  attributable  to  interest  earned  on  the  short-term
investment of larger amounts of available funds.

Liquidity and Capital Resources

      The  Partnership  generated  approximately  $2,462,000,  $15,359,000  and
$6,784,000  in  cash  from  continuing  operations  in  1997,  1996  and  1995,
respectively. Capital expenditures amounted to approximately $136,000, $796,000
and  $769,000  in  1997,  1996 and  1995,  respectively.  At June 30,  1997 the
Partnership  had  approximately   $6,499,000  of  cash  and  cash  equivalents,
$42,573,000  of  marketable  securities  and  $49,671,000  of other  short-term
investments,  a  portion  of  which  were  derived  from  the  proceeds  of the
Partnership's  sale of its  television  and radio  operations in 1996 and 1994,
respectively.  In addition to these amounts,  sources of funds available to the
Partnership  include funds  generated by operations  and capital  contributions
from partners. These resources will be used to repay commercial bank borrowings
and  notes  related  to  redeemed  partnership  units  (see  Note O of notes to
consolidated  financial  statements)  and  for  general  partnership  purposes,
working  capital needs or for possible  investments  and/or  acquisitions.  The
Partnership  has a $50,000,000  loan from a commercial  bank,  all of which was
outstanding  at June 30,  1997.  The loan is  secured  by the assets of CLP and
contains certain financial and operating  covenants.  In addition,  at June 30,
1997,  the aggregate  outstanding  principal  balance of the notes  relating to
redeemed Partnership units amounted to approximately $16,410,000.

      The  management  of the  General  Partner  from time to time  reviews and
evaluates investment and acquisition opportunities on behalf of the Partnership
and investments  and/or  acquisitions may be made or consummated by the General
Partner,  on behalf of the Partnership,  at such times and upon such prices and
other terms as the General  Partner  deems to be in the best  interests  of the
Partnership and all of its Unitholders.

      During the year ended June 30,  1997,  a cash  distribution  of $1.00 per
Unit  was  paid  to the  Unitholders  of  BCLP.  Future  distributions  will be
determined  by the  General  Partner  based  among  other  things on  available
resources and the needs of the Partnership.  Management believes that its cash,
cash  equivalents,  marketable  securities  and  other  short-term  investments
together with cash from operating activities will provide adequate cash for the
Partnership and its subsidiaries to meet their cash  requirements  through June
30, 1998.

Tax Law Changes

      Under  provisions  of the  Internal  Revenue  Code  applicable  to public
limited  partnerships,  the  Partnership  will  be  taxable  as  a  corporation
commencing on July 1, 1998. Alternatively,  pursuant to recent tax legislation,
the Partnership could maintain  partnership tax status by electing to pay a tax
of 3.5% of gross income.  In response to these  prospective  changes in the tax
treatment of the  Partnership,  management is evaluating  structural  and other
alternatives.



<PAGE> 19

Item 8. Financial Statements and Supplementary Data
---------------------------------------------------

         See Item 14.


                                   PART III
                                   --------


Item 10. Directors and Executive Officers of the Registrant
-----------------------------------------------------------

General Partner

      The  General  Partner of the  Partnership  is Celtics,  Inc.,  a Delaware
corporation  organized in 1986 (the "General Partner") which is wholly owned by
Walcott  Partners,  L.P.,  a  Gaston  family  partnership.   The  Partnership's
activities are managed and controlled by the General Partner.

      The General Partner of CLP is Boston Celtics Corporation (the "Basketball
General Partner").  Paul E. Gaston and Don F. Gaston (Paul Gaston's father) are
the sole stockholders of the Basketball  General Partner.  CLP's activities are
managed and controlled by the Basketball General Partner.

      The  General  Partner  of  BCCLP is  Celtics  Communications,  Inc.  (the
"General  Partner  of the  Broadcast  Operations").  Paul E.  Gaston and Don F.
Gaston  are the sole  stockholders  of the  General  Partner  of the  Broadcast
Operations.  Prior to their sale,  the Broadcast  Operations'  activities  were
managed and controlled by the General Partner of the Broadcast Operations.

      The  interest of Paul R.  Dupee,  Jr. in Celtics,  Inc.  was  acquired by
Walcott  Partners  L.P. and his  interests in Boston  Celtics  Corporation  and
Celtics  Communications,  Inc.  were acquired by Paul E. Gaston on November 30,
1996.  See  Note  O  of  Notes  to  Consolidated  Financial  Statements  for  a
description of these transactions.

      Management  fee  obligations  of  $820,000,  $1,555,000,  and  $1,336,000
applicable to the Basketball  General Partner were charged to operations during
the years ended June 30, 1997,  1996,  and 1995,  respectively.  The Basketball
General  Partner  receives a management  fee of $750,000  per annum  subject to
annual  increases based on annual cash flows from basketball  operations  after
June 30, 1989. In addition,  the General  Partner of the  Broadcast  Operations
received  aggregate  management  fees of $10,000 and $998,000 in 1996 and 1995,
respectively,  from BCCLP (as a result of revenues  generated by Radio  Station
WEEI AM-590) and BCBLP  (based on 2% percent of sales)  until these  operations
were sold in the years ended June 30, 1994 and 1996.

      In accordance with the partnerships' partnership agreements, each item of
income, gain, loss and deduction is allocated and distributions are made to the
partners  and  Unitholders  in  accordance  with  their  respective  percentage
interests  (excluding earnings of subsidiary corporate entities which are taxed
directly).





<PAGE> 20

Directors and Executive Officers

      The following  table sets forth,  for each of the directors and executive
officers  of the  General  Partner,  and  certain  officers  of the  Basketball
Subsidiary  Partnership,  his or her  principal  occupation,  age and  business
experience  during the past five years.  All of the  directors and officers are
U.S.  citizens and the business  address of each is c/o Boston Celtics  Limited
Partnership, 151 Merrimac Street, Boston, Massachusetts 02114.

<TABLE>
<CAPTION>
         Name              Age                            Position
----------------------     ---    --------------------------------------------------------
<S>                        <C>    <C>
Paul E. Gaston             40     Chairman of the Board
Paul R. Dupee, Jr.         54     Vice-Chairman of the Board (resigned November 30, 1996)
Stephen C. Schram          40     Director and President
Richard G. Pond            37     Executive Vice President, Chief Operating Officer, 
                                   Chief Financial Officer, Treasurer, and Secretary
Don F. Gaston              63     Director
Paula B. Gaston            63     Director
John H.M. Leithead         40     Director
John B. Marsh, III         40     Director
Arnold "Red" Auerbach      80     Vice Chairman of the Board of the Basketball Subsidiary
                                   Partnership
Rick Pitino                45     President, Director of Basketball Operations of the 
                                   Basketball Subsidiary Partnership
Michael L. "M.L." Carr     45     Executive Vice President of Corporate Development of
                                   the Basketball Subsidiary Partnership
Stuart Layne               43     Executive Vice President of Marketing and Sales of the
                                   Basketball Subsidiary Partnership
William J. Reissfelder     33     Vice President and Controller
</TABLE>

      The General Partner has an Audit  Committee  composed of Mr. Leithead and
Mr. Marsh,  non-management  directors,  and Mr. Paul Gaston. The non-management
directors will be reimbursed for their  expenses,  and will receive  directors'
fees equal to $1,000 per month and $2,500 per meeting  attended with respect to
their services as directors of the General Partner.  Messrs. Leithead and Marsh
received  $27,000 each in such  directors'  fees in fiscal 1997.  Directors are
named  by the  stockholders  of the  general  partner  and  serve  until  their
successors are named. Thus,  holders of limited  partnership units have no vote
in the  selection of directors of the General  Partner.  The General  Partner's
officers  are  appointed  by,  and  serve at the  discretion  of,  the Board of
Directors.

      Mr. Paul E. Gaston became Chairman of the Board of the Celtics, Inc., the
General  Partner of the  Partnership,  in December 1992 and had been a Director
since  September  1992.  Mr.  Gaston has been  Chairman of the Board of the CLP
General  Partner since  September 1993. Upon its formation in November 1992, he
became Managing Director of Walcott Partners L.P., a Gaston family  partnership
whose investments include limited partnership  interests in the Partnership and
ownership  of  Celtics,  Inc.  From  inception  in  1990  to  June  1992 he was
Co-chairman  and since June 1992 has been Chairman of the Board of Directors of
Celtics   Communications,   Inc.,   the  general   partner  of  Boston  Celtics
Communications Limited Partnership. Mr. Paul E. Gaston is the son of Don F. and
Paula B. Gaston.

<PAGE> 21

      Mr.  Dupee  became  Vice-Chairman  of the  Board of  Directors  of Boston
Celtics  Incorporated  in September  1983 and served as a Director of the BCCLP
General Partner since its inception in 1990.  Effective  November 30, 1996, Mr.
Dupee  resigned from his positions as  Vice-Chairman  of the Board of Directors
and as Director of the BCCLP General Partner.

      Mr.  Schram was named  President  and became a  Director  of the  General
Partner of the  Partnership in December 1992. He became  President and Director
of the BCCLP General  Partner in August 1992. From 1984 to 1991, Mr. Schram was
a Vice  President of the Fixed Income  Securities  Division of Morgan Stanley &
Co.

      Mr.  Pond was named  Vice  President,  Controller  and  Secretary  of the
General  Partner of the  Partnership  in December 1992. He has been employed by
BCLP  since  July  1992.  From  July  1981  to  June  1992,  he  was  with  the
international  accounting  firm of Ernst & Young LLP, most recently as a senior
audit manager. Effective July 1, 1996, Mr. Pond assumed his responsibilities as
Executive Vice President, Chief Financial Officer and, Treasurer, and effective
July 1, 1997, Mr. Pond assumed his responsibilities as Chief Operating Officer.

      Mr. Don F.  Gaston has served as a Director  of the  General  Partners of
BCLP and CLP since his resignation as Chairman of the Board of BCLP in December
1992 and CLP in September  1993. He was succeeded in each of these positions by
his son, Paul E. Gaston. He became Chairman of the Board of Directors of Boston
Celtics Incorporated in September 1983 when he, together with Alan C. Cohen and
Paul R. Dupee, Jr., acquired the Boston Celtics  franchise.  He has served as a
Director of the BCCLP General  Partner since its inception in 1990.  Mr. Gaston
was Chairman of the Board of Providence Capitol,  Ltd. from July 1982 until its
liquidation  in December 1986.  From 1962 to June 1982, he was associated  with
Gulf & Western Industries, Inc. in various capacities, including Executive Vice
President,  director and member of the Executive  Committee.  Mr. Gaston is the
husband and father respectively, of Paula B. Gaston and Paul E. Gaston.

      Mrs. Paula B. Gaston became a Director of the General  Partner of BCLP in
September  1992 and a Director of the General  Partner of CLP in October  1992.
She is a private  investor  and is the wife of Mr. Don F. Gaston and the mother
of Paul E. Gaston.

      Mr.  Leithead  became a Director of the BCLP  General  Partner in October
1992.  Since  September 1993 Mr.  Leithead has been employed as an executive at
Arandell  Schmidt.  From 1985 to 1993, he was an executive of R.R.  Donnelley &
Sons  Company,  and  from  1979  to 1985 he was an  executive  in the  National
Marketing Division for International Business Machines Corporation.

      Mr. Marsh became a director in September  1992.  Mr. Marsh is currently a
Director  of  Trading  and Sales  with ABSA  Securities,  Inc.,  where he is an
investment banker  specializing in emerging markets.  From 1991 to 1995, he was
Chief  Executive  Officer and President of Saicor Ltd.,  an investment  banking
firm  specializing  in  emerging  markets.  From  1988  to  1991  he was a Vice
President at Duetsche Bank Capital Corporation where he headed an international
arbitrage  securities  trading  group.  From 1985 to 1988 Mr.  Marsh was a Vice
President in the  international  arbitrage  department  of Merrill Lynch Pierce
Fenner and Smith.





<PAGE> 22

      Mr.  Auerbach  was named  Vice  Chairman  of the Board of the  Basketball
Subsidiary on May 6, 1997,  prior to which he served as President of the Boston
Celtics  basketball  operations  beginning  in 1981.  From  1950 to  1966,  Mr.
Auerbach  was head coach of the Boston  Celtics and,  during that  period,  the
Boston  Celtics won the NBA  championship  11 times.  Mr.  Auerbach was General
Manager of Boston Celtics Incorporated, or its predecessors, from 1966 to 1983.
Mr. Auerbach has been inducted into the Basketball Hall of Fame.

      Mr.  Pitino was named Head Coach,  President  and Director of  Basketball
Operations of the Basketball Subsidiary Partnership on May 6, 1997. Previously,
Mr. Pitino was the Head  Basketball  Coach at the  University of Kentucky since
1989.

      Mr. Carr was named  Executive Vice President of Corporate  Development of
the Basketball Subsidiary Partnership effective July 1, 1997.  Previously,  Mr.
Carr  was  the  Executive  Vice  President  of  Basketball  Operations  of  the
Basketball  subsidiary  Partnership  since  June 1994 and  coach of the  Boston
Celtics  since  June  1995.  Since  1987  he has  owned  and  operated  various
businesses.  In 1992 he was named Executive  Director of Community  Affairs for
the Boston Celtics. Mr. Carr played professional  basketball from 1973 to 1985.
From 1979 through 1985 he played for the Boston Celtics.

      Mr.  Layne  has  been  associated  with  the  Boston  Celtics  basketball
operations since March 1994. He was named Executive Vice President of Marketing
and Sales in May 1995. From March 1994 to May 1995 Mr. Layne was Vice President
of Planning and Special Events.  Prior to joining the Boston Celtics, Mr. Layne
was with the Seattle Mariners  professional baseball team as its Vice President
of Marketing for four years, and he previously  worked in broadcasting with CBS
and Emmis Broadcasting for eleven years.

      Mr.  Reissfelder  was named Vice  President and Controller of the General
Partner of the  Partnership in October 1996. From November 1994 to October 1996
he was the Controller of Open Environment Corporation,  and from August 1985 to
November 1994 he was with the  international  accounting  firm of Ernst & Young
LLP, most recently as a senior audit manager.

Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a) of the  Securities  Exchange Act of 1934,  as amended (the
"Exchange Act"), and the rules and regulations promulgated thereunder,  require
executive  officers and  directors of CI, the general  partner of BCLP, to file
reports pertaining to their beneficial  ownership of the Units of BCLP with the
Securities  and Exchange  Commission  and the New York Stock Exchange when they
are first elected,  and to report (with certain exceptions)  subsequent changes
in their  beneficial  ownership of Units.  In February  1996, Don F. Gaston and
Paula B.  Gaston  transferred  20,000  jointly-held  Units  of BCLP to  Walcott
Partners L.P., an affiliate of the Gaston family. Mr. and Mrs. Gaston,  Walcott
Partners L.P. and Draycott, Inc. (the general partner of Walcott Partners L.P.)
filed  late  four  (4)  Form  4s  and  two  (2)  Schedule  13Ds  reporting  the
aforementioned transfer of Units of BCLP. In each case, the failure to make the
required filings on a timely basis was inadvertent.







<PAGE> 23

Item 11. Executive Compensation
-------------------------------

      The following Summary  Compensation  Table sets forth the compensation of
each of the  Chief  Executive  Officer  and the four  most  highly  compensated
executive  officers of the  Partnership  whose annual salary and bonus, if any,
exceeded $100,000 for services in all capacities to the Partnership  during the
last three fiscal years.


                              Summary Compensation Table

<TABLE>
<CAPTION>
                                                                            Long Term Compensation
                                                 Annual Compensation                Awards
                                             ---------------------------   -------------------------
                                   Fiscal                                                Securities
                                    Year                                   Restricted    Underlying
                                   Ended                                     Stock        Options/
  Name and Principal Position     June 30,   Salary ($)     Bonus ($)      Awards ($)     SARs (#)
-------------------------------   --------   ----------   --------------   ----------    ----------

<S>                                 <C>      <C>          <C>                 <C>            <C>
Paul E. Gaston                      1997     $  400,000              (1)      (1)            -
  Chief Executive Officer           1996        400,000              (2)      (2)            -
  and Chairman of the Board         1995        400,000   $  828,112           -             -

Stephen C. Schram                   1997        400,000            -           -             -
  Director and President            1996        400,000    3,658,363 (2)       -             -
                                    1995        400,000      828,112           -             -

Arnold "Red" Auerbach               1997        250,000      600,000           -             -
  Vice Chairman of the Board        1996        250,000      100,000           -             -
  of the Basketball Subsidiary      1995        250,000      100,000           -             -

Rick Pitino (3)                     1997        750,000      600,000 (4)       -             -
  President and Director of         1996              -            -           -             -
  Basketball Operations of the      1995              -            -           -             -
  Basketball Subsidiary

M.L. Carr                           1997      1,000,000    1,000,000           -             -
  Executive Vice President of       1996      1,000,000            -           -             -
  Corporate Development of the      1995        500,000            -           -             -
  Basketball Subsidiary













<PAGE> 24

<FN>
-------------------
<F1>  On June 27,  1997,  the Audit  Committee  of the Board of Directors of CI
      (the general  partner of BCLP) voted to offer BCLP's three option holders
      the right to exchange  their  options to purchase BCLP Units for an equal
      number of Units of BCLP  which  vest  after  ten years and which  contain
      certain  significant  restrictions as to  transferability,  but which are
      entitled to receive distributions with respect to such units (hereinafter
      the "1997 Restricted Units").  The exchange ratio was determined based on
      a  written  report  received  from  an  independent   employee   benefits
      consultant  regarding the respective  values of the 1997 Restricted Units
      and the  options to  purchase  BCLP Units,  and the option  holders  were
      required to make this  election on or prior to July 7, 1997.  On June 30,
      1997, Mr. Gaston elected to exchange his options to purchase 250,000 BCLP
      Units for 250,000 1997 Restricted  Units. Mr. Gaston,  who is a member of
      the Audit  Committee,  was recused from and did not participate in any of
      the Audit  Committee's  deliberations  pertaining  to this  matter.  As a
      result of this exchange,  $519,000 was charged to compensation expense in
      1997,  representing  the difference  between the fair market value of the
      1997 Restricted Units and the in-the-money value of the optioned Units.

<F2>  On June 28, 1996, the annual incentive payment  arrangements between BCLP
      and  Messrs.  Gaston and Schram  were  modified to permit each of them to
      elect to  acquire  Units of BCLP  which  vest  after  ten years and which
      contain certain significant restrictions as to transferability, but which
      are  entitled  to  receive  distributions  with  respect  to  such  units
      (hereinafter  the "1996 Restricted  Units") in lieu of cash payment.  Mr.
      Gaston  elected  to  receive  the  1996  Restricted  Units in lieu of the
      $3,658,363 cash incentive  compensation payment to which he was entitled.
      Mr. Gaston did not receive a cash bonus for the year ended June 30, 1996.
      Mr. Schram  elected to receive his payment in cash.  Based upon a written
      report  received  from  an  independent   employee  benefits   consultant
      regarding the appropriate  discount to be applied, the Audit Committee of
      the Board of Directors of CI awarded 234,886 1996 Restricted Units to Mr.
      Gaston. Mr. Gaston,  who is a member of the Audit Committee,  was recused
      from  and  did  not   participate   in  any  of  the  Audit   Committee's
      deliberations pertaining to this matter.

<F3>  Mr. Pitino's employment commenced on May 6, 1997.

<F4>  Represents a deferred bonus payable to Mr. Pitino upon the earlier of May
      6, 2003,  the  termination  of his  employment  agreement  or a change in
      control as defined in the employment agreement.
</FN>
</TABLE>

      The Partnership did not grant any options or appreciation rights relating
to its units  during the year ended June 30,  1997.  The  following  table sets
forth  information  concerning unit option exercises during the year ended June
30, 1997.








<PAGE> 25

                 Aggregated Option Exercises and Option Values


<TABLE>
<CAPTION>
                                                                     Number of
                                                                     Securities           Value of
                                                                     Underlying          Unexercised
                                                                    Unexercised         In-The-Money
                                                                     Options at          Options  at
                                                                   Fiscal Year-End     Fiscal Year End
                                                                         (#)                ($)
                                                                   ---------------    ----------------
                          Units Acquired         Value Realized     Exercisable/        Exercisable/
      Name               on Exercise (#)               ($)          Unexercisable      Unexercisable
-----------------    ------------------------    --------------    ---------------    ----------------

<S>                  <C>                               <C>          <C>                 <C>
Paul E. Gaston       250,000 Restricted Units          (1)                0/0                    0/0

Stephen C. Schram          0                            0           250,000/0 (2)       $3,812,500/0 (3)

<FN>
<F1>  See Note 1 under Summary Compensation Table above.

<F2>  Options became exercisable in installments as follows:

                                               Aggregate Amount of
                    Period                     Option Exercisable
       ---------------------------------       -------------------

       June 30, 1994 - June 29, 1995                     1%
       June 30, 1995 - June 29, 1996                    60%
       June 30, 1996 - June 29, 1997                    80%
       June 30, 1997 - December 31, 2003               100%

<F3>  Represents the  difference  between the market price on June 30, 1997 and
      the exercise price on that date.
</FN>
</TABLE>


















<PAGE> 26

Employment and Consulting Agreements

The Partnership

      In August 1993,  the Board of  Directors  of the General  Partner of BCLP
approved  compensation  arrangements  and  incentive  plans for Paul E. Gaston,
Chairman of the Board and Stephen C. Schram,  President,  respectively,  of the
Partnership.  Mr.  Gaston and Mr.  Schram  shall each be employed on an at will
basis,  with  compensation at the rate of $400,000 per annum. In June 1997, the
Board of Directors of the General  Partner of BCLP  approved an increase in Mr.
Gaston's  compensation to $1,000,000 per annum.  The incentive  plan,  which is
subject to annual review, provides that each of Mr. Gaston and Mr. Schram shall
receive annual incentive payments,  commencing with the fiscal year ending June
30, 1994, of 5% of the amount by which  Consolidated Net Income before taxes on
income of BCLP for the related  fiscal  year  exceeds  $8,000,000,  payable not
later than 10 days after the issuance of audited financial  statements of BCLP.
During the year ended June 30, 1997, no annual incentive  compensation payments
were made to  Messrs.  Gaston  and  Schram,  and during the year ended June 30,
1995,  annual  incentive  compensation  payments in the amount of $828,000 were
made to each of Messrs.  Gaston and Schram.  Mr.  Gaston did not receive a cash
incentive  compensation  payment for the year ended June 30,  1996,  but rather
elected to receive an aggregate award of 234,866  Restricted Units of BCLP. Mr.
Schram elected to receive his $3,658,363 incentive compensation payment for the
year ended June 30, 1996 in cash.

      Under an agreement dated July 1, 1996, Thomas M. Bartlett,  Jr. agreed to
serve as a  consultant  to BCLP from July 1, 1996  through  June 30,  2001.  In
return for Mr.  Bartlett's  services,  he will  receive an annual  retainer  of
$200,000 payable in equal quarterly installments commencing July 1, 1996.

The Basketball Operations

      Under an agreement  dated as of March 13, 1981, as amended,  Red Auerbach
has been  retained  to serve as a  consultant  to the  Boston  Celtics  for the
remainder  of  his  life.  For  such  services,   Mr.   Auerbach  will  receive
compensation  totaling $250,000 per year for his lifetime.  In fiscal 1997, Mr.
Auerbach  received bonus payments  totaling  $600,000,  and in each of 1996 and
1995, Mr.  Auerbach  received  bonus payments of $100,000.  In the event of Mr.
Auerbach's  death, his wife shall be entitled to receive for the balance of her
life monthly payments equal to those that would have otherwise been paid to Mr.
Auerbach.  Mr.  Auerbach shall advise the Boston Celtics with respect to, among
other things,  the team's  selections in the NBA college  draft,  evaluation of
college  and  professional  players  and the  performance  of the  team and the
players for as long as he is physically able to perform such services.

      Under an  agreement  dated May 6, 1997,  Rick  Pitino  agreed to serve as
President and Director of Basketball  Operations of the  Basketball  Subsidiary
through  May 6, 2007,  and as Head Coach of the team for the first six full NBA
seasons of the agreement (through the 2002-03 season). Under the agreement, Mr.
Pitino  will  receive  annual  salaries of  $6,750,000  through May 6, 2003 and
$2,000,000  through  May 6, 2007.  Mr.  Pitino was also  granted a bonus in the
amount of  $600,000,  payable on the earlier of May 6, 2003 or upon a change in
control of the Basketball Subsidiary.  In addition, in the event of a Change in
Control as defined in the  agreement,  Mr.  Pitino  will  receive the lesser of
$22,000,000  or any  unpaid  amounts  for  the  remainder  of the  term  of the
agreement.


<PAGE> 27

      Under an agreement  dated June 1, 1990,  as amended  September  21, 1994,
David R. Gavitt  agreed to serve as a consultant to the  Basketball  Subsidiary
through May 31, 1998. In return for Mr. Gavitt's  services,  he will receive an
annual salary at the rate of $300,000 through June 1997,  $200,000 through June
1998, $100,000 through June 2000 and $50,000 through June 2001.

      Under the terms of an agreement  dated August 30, 1995, Alan Cohen agreed
to serve as a consultant for the Basketball  Subsidiary through August 30, 1998
at an annual retainer fee of $260,000.

Compensation Committee Interlocks and Insider Participation

      The non-management directors of the Audit Committee of the Board, Messrs.
Leithead and Marsh,  performed the functions of a compensation committee during
the year  ended June 30,  1997.  No such  committee  member was during the year
ended  June 30,  1997,  or  previously  was,  an  officer  or  employee  of the
Partnership  or any  subsidiary  or during the year ended June 30, 1997 had any
affiliated relationship requiring disclosure.


Item 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

      The  following  table  sets  forth  certain  information   regarding  the
Partnership's Units beneficially owned on September 19, 1997 by (i) each person
who is known by the Partnership to beneficially own more than five percent (5%)
of the  outstanding  Units,  by (ii) each director of the General  Partner,  by
(iii) each executive  named in the Summary  Compensation  Table and by (iv) all
directors  and  executive  officers  of the  General  Partner  as a group.  All
information  with respect to  beneficial  ownership  has been  furnished by the
respective Unitholders to the Partnership.



























<PAGE> 28

<TABLE>
<CAPTION>
                                                            Percent of
          5% Unitholders,                   Number of       Outstanding
  Directors and Executive Officers            Units          Units(1)
------------------------------------      -------------     -----------

<S>                                       <C>                  <C>
Don F. Gaston and Paula B. Gaston           723,885 (2)        13.4%
33 East 63rd Street
New York, New York 10021

Paul E. Gaston                            1,812,886 (3)        34.7
33 East 63rd Street
New York, New York 10021

Stephen C. Schram                           250,900 (4)         4.4
33 East 63rd Street
New York, New York 10021

Arnold "Red" Auerbach                         5,000             --
151 Merrimac Street
Boston, Massachusetts 02114

David R. Murphey, III                       493,200             9.1
Murphey Capital, Inc.
P.O. Box 18065
Tampa, Florida 33681-8065

All directors and executive officers
 as a group (7 persons)                   2,792,671 (4)        49.4

<FN>
<F1>  Percent of Outstanding Units for a particular  Unitholder will be greater
      than such Unitholder's percentage interest in the Partnership, due to the
      1% interest in the Partnership held by the General Partner.

<F2>  Includes 320,000 Units held by Brookwood Investments Limited Partnership,
      a partnership  owned by Don F. and Paula B. Gaston of which Don F. Gaston
      is the General Partner.  Does not include 1,320,000 Units held by Walcott
      Partners L. P. See Note (3) below.

<F3>  Includes  1,320,000 Units held by Walcott Partners L. P., a Gaston family
      partnership,  250,000  restricted  units  issued June 30,  1997,  234,886
      restricted  units  issued  June 28,  1996,  and 7,000  Units held by Paul
      Gaston's  spouse  and minor  children.  The  General  Partner  of Walcott
      Partners L.P. is Draycott,  Inc.,  wholly-owned  by Paul E. Gaston who is
      the only officer and director. For the purpose of this table, Mr. Paul E.
      Gaston is deemed to be the beneficial owner of these Units.

<F4>  Includes  250,000  units  issuable  upon  exercise  of options  which are
      currently exercisable.
</FN>
</TABLE>

      Unless  otherwise  indicated,  all parties have both exclusive voting and
investing power.

<PAGE> 29

Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------

      In  1997,   the   Partnership   reimbursed   Conanicut   Aircraft,   Inc.
("Conanicut"), a company wholly-owned by Paul E. Gaston who is its only officer
and  director,  $100,869 for the business use in the fiscal year ended June 30,
1997 of an aircraft based on standard  charter rates for  comparable  aircraft.
The reimbursement was reviewed and approved by the Audit Committee of the Board
of Directors of CI, which is the general partner of BCLP.  Paul E. Gaston,  who
is a member of the Audit Committee, was recused from and did not participate in
any of the Audit Committee's deliberations pertaining to this matter.

      Management  fee  obligations  of  $820,000,  $1,555,000,  and  $1,336,000
applicable to the Basketball  General Partner were charged to operations during
the years ended June 30, 1997,  1996,  and 1995,  respectively.  The Basketball
General  Partner  receives a management  fee of $750,000  per annum  subject to
annual  increases based on annual cash flows from basketball  operations  after
June 30, 1989. In addition,  Celtics  Communications,  Inc., general partner of
BCCLP and BCBLP,  received aggregate management fees of $10,000 and $998,000 in
1996 and 1995,  respectively,  from BCCLP (as a result of revenues generated by
Radio  Station  WEEI AM-590) and BCBLP based on 2% percent of sales until these
operations were sold in the years ended June 30, 1994 and 1996.


                                    PART IV
                                    -------


Item 14. Exhibits, and Reports on Form 8-K
------------------------------------------


      (a)   The following documents are filed as part of this report:

            1.    Financial Statements:

The  financial   statements  listed  in  the  accompanying  List  of  Financial
Statements and Financial Statement Schedules are filed as part of this report.

            2.    Exhibits:

The Exhibits listed below are filed as part of this report.

            (3)   (a)   --    Certificate  of  Limited  Partnership  of  Boston
                              Celtics Limited Partnership, as amended (1)

                  (b)   --    Agreement  of  Limited   Partnership   of  Boston
                              Celtics Limited Partnership (1)

                  (c)   --    Certificate of Incorporation of Celtics, Inc. (1)

                  (d)   --    By-laws of Celtics, Inc. (1)

                  (e)   --    First Amendment to Amended and Restated Agreement
                              of Limited Partnership (7)



<PAGE> 30

            (4)   (a)   --    Form  of  Certificate   of  Limited   Partnership
                              Interest (1)

                  (b)   --    Form of Unit Certificate (1)

                  (c)   --    Form of Eligibility Certification (1)

           (10)   (a)   --    Form of  Transfer  Agent  Agreement  by and among
                              Boston  Celtics  Limited  Partnership,  The First
                              National Bank of Boston, N.A., Celtics,  Inc. and
                              BC ALP, Inc. (1)

                  (b)   --    Joint  Venture  Agreement by and among NBA member
                              organizations (1)

                  (c)   --    Constitution   and   By-laws   of  the   National
                              Basketball Association (1)

                  (d)   --    Agreement  dated  December  20, 1985  between CBS
                              Sports,  a  division  of CBS,  Inc.,  and the NBA
                              (confidential treatment previously granted) (1)

                  (e)   --    Agreement  dated  June 18,  1984,  as  amended on
                              April  9,  1986,   between  Turner   Broadcasting
                              System, Inc. and the NBA (confidential  treatment
                              previously granted) (1)

                  (f)   --    Amendment  dated  January 19,  1988 to  Agreement
                              dated June 18, 1984, as amended on April 9, 1986,
                              between Turner  Broadcasting  System Inc. and the
                              NBA  (confidential  treatment previously granted)
                              (2)

                  (g)   --    Telecast Rights  Agreement,  dated April 3, 1984,
                              among  Boston   Celtics   Incorporated,   Gannett
                              Massachusetts Broadcasting, Inc. and Gannett Co.,
                              Inc.  (confidential treatment previously granted)
                              (1)

                  (h)   --    Agreement,  dated as of October 1, 1987,  between
                              Sportschannel New England Limited Partnership and
                              Boston Celtics Limited Partnership  (confidential
                              treatment previously granted) (2)

                  (i)   --    Radio Broadcasting Rights Agreement dated October
                              27, 1986,  between Boston  Celtics  Incorporated,
                              Helen    Broadcasting     Partnership     Limited
                              Partnership  and Papa  Gino's  of  America,  Inc.
                              (confidential treatment previously granted) (1)

                  (j)   --    License and Lease Agreement,  dated July 1, 1983,
                              between New Boston Garden  Corporation and Boston
                              Celtics  Incorporated   (confidential   treatment
                              previously granted) (1)




<PAGE> 31

                  (k)   --    Amendment  to License and Lease  Agreement  dated
                              July  1,   1983   between   New   Boston   Garden
                              Corporation and Boston Celtics Incorporated (3)

                  (l)   --    Promotional  Agreement,  dated  as of July  1987,
                              between Boston Celtics  Limited  Partnership  and
                              The Hartford Civic Center and Coliseum  Authority
                              (confidential treatment previously granted) (2)

                  (m)   --    Agreement,   dated  May  13,  1981,  as  amended,
                              between   Arnold   Auerbach  and  Boston  Celtics
                              Incorporated (1)

                  (n)   --    Agreement,  dated  December 8, 1983,  as amended,
                              between  Jan Volk and Boston Celtics Incorporated
                              (1)

                  (o)   --    Form of Revolving Credit  Agreement,  dated as of
                              November 24, 1986, between Boston Celtics Limited
                              Partnership   and  the  First  National  Bank  of
                              Boston (1)

                  (p)   --    Collective  bargaining  agreement,  dated  as  of
                              November  1,  1988,   between  the  NBA  and  the
                              National Basketball Players Association (4)

                  (q)   --    Asset  Purchase  Agreement  among Boston  Celtics
                              Broadcasting   Limited    Partnership,    Celtics
                              Communications,  Inc. and WFXT,  Inc. dated as of
                              November 21, 1989, including exhibits thereto, as
                              amended (5)

                  (r)   --    Asset  Purchase  Agreement  by and  among  Boston
                              Celtics Acquisitions Limited Partnership, Celtics
                              Communications,   Inc.,  The  Helen  Broadcasting
                              Company   Limited   Partnership   and  The  Helen
                              Broadcasting  Corp. dated as of October 30, 1989,
                              including  exhibits  thereto and letter agreement
                              dated May 11, 1990 (5)

                  (s)   --    Facility One Revolving Credit Note made by Boston
                              Celtics   Acquisitions  Limited  Partnership  and
                              Boston  Celtics  Limited  Partnership in favor of
                              Shawmut Bank, N.A. dated May 11, 1990 (5)

                  (t)   --    Facility Two Revolving Credit Note made by Boston
                              Celtics   Acquisitions  Limited  Partnership  and
                              Boston  Celtics  Limited  Partnership in favor of
                              Shawmut Bank, N.A. dated May 11, 1990 (6)

                  (u)   --    Revolving  Credit  Note  made by  Boston  Celtics
                              Broadcasting   Limited   Partnership  and  Boston
                              Celtics  Limited  Partnership in favor of Shawmut
                              Bank, N.A. dated May 11, 1990 (6)




<PAGE> 32

                  (v)   --    Accommodation   Fee  Agreement   between   Boston
                              Celtics  Limited   Partnership,   Boston  Celtics
                              Acquisitions   Limited    Partnership,    Celtics
                              Holdings Corp. and Boston Celtics  Communications
                              Limited Partnership dated as of May 11, 1990 (6)

                  (w)   --    Accommodation   Fee  Agreement   between   Boston
                              Celtics  Limited   Partnership,   Boston  Celtics
                              Broadcasting  Limited  Partnership,  Celtics  Sub
                              Corp. and Boston Celtics  Communications  Limited
                              Partnership dated as of May 11, 1990 (6)

                  (x)   --    Revolving  Credit and Term Loan  Agreement  among
                              Boston Celtics  Broadcasting Limited Partnership,
                              Celtics Sub Corp., Boston Celtics  Communications
                              Limited   Partnership,   Boston  Celtics  Limited
                              Partnership  and Shawmut Bank,  N.A.  dated as of
                              May 11, 1990 (6)

                  (y)   --    Revolving  Credit and Term Loan  Agreement  among
                              Boston Celtics  Acquisitions Limited Partnership,
                              Celtics    Holdings    Corp.,    Boston   Celtics
                              Communications   Limited   Partnership,    Boston
                              Celtics  Limited  Partnership  and Shawmut  Bank,
                              N.A. dated as of May 11, 1990 (6)

                  (z)   --    Agreement  dated November 29, 1989 by and between
                              the National  Basketball  Association  and Turner
                              Network Television,  Inc. (confidential treatment
                              previously granted) (7)

                 (aa)   --    NBA/NBC   Network   Television   Agreement  dated
                              November  9,  1989 by and  between  the  National
                              Basketball Association and NBC Sports, a division
                              of   National    Broadcasting    Company,    Inc.
                              (confidential treatment previously granted) (7)

                 (bb)   --    License/Lease   Agreement  dated  April  4,  1990
                              between Boston Celtics  Limited  Partnership  and
                              New  Boston  Garden   Corporation   (confidential
                              treatment previously granted) (7)

                 (cc)   --    Office  Lease   Agreement  dated  April  4,  1990
                              between Boston Celtics  Limited  Partnership  and
                              New  Boston  Garden   Corporation   (confidential
                              treatment previously granted) (7)

                 (dd)   --    Letter  Agreement  dated  June  1,  1990  between
                              Boston Celtics  Limited  Partnership and David R.
                              Gavitt    (confidential    treatment   previously
                              granted) (7)

                 (ee)   --    Television  Broadcasting Rights Agreement between
                              Boston  Celtics  Limited  Partnership  and Boston
                              Celtics Broadcasting Limited Partnership dated as
                              of July 27, 1990 (7)


<PAGE> 33

                 (ff)   --    Extended, Amended and Restated Radio Broadcasting
                              Rights  Agreement  among Boston  Celtics  Limited
                              Partnership   and  Boston  Celtics   Acquisitions
                              Limited Partnership dated May 11, 1990 (7)

                 (gg)   --    Letter  Agreement dated April 4, 1990 between the
                              Boston Celtics Limited Partnership and New Boston
                              Garden   Corporation    (confidential   treatment
                              requested) (7)

                 (hh)   --    Letter Agreement regarding Demand Promissory Note
                              made  by  Boston  Celtics   Broadcasting  Limited
                              Partnership to Shawmut Bank,  N.A. dated February
                              8, 1991 (8)

                 (ii)   --    Demand  Promissory  Note made by  Boston  Celtics
                              Broadcasting   Limited   Partnership  and  Boston
                              Celtics Limited Partnership, dated as of February
                              11, 1991 (8)

                 (jj)   --    Agreement  dated  October  23,  1990 by and among
                              Boston Celtics  Broadcasting Limited Partnership,
                              Celtics Sub Corp., Boston Celtics  Communications
                              Limited  Partnership  and Boston Celtics  Limited
                              Partnership  regarding the  effectiveness  of the
                              Stage II Television Loan Agreement (9)

                 (kk)   --    Revolving Credit and Term Loan Agreement dated as
                              of November 1, 1990 by and among  Boston  Celtics
                              Broadcasting Limited Partnership,  Boston Celtics
                              Communications   Limited   Partnership,    Boston
                              Celtics  Limited  Partnership  and Shawmut  Bank,
                              N.A. (9)

                 (ll)   --    Revolving Credit Note dated November 1, 1990 made
                              by   Boston    Celtics    Broadcasting    Limited
                              Partnership    and   Boston    Celtics    Limited
                              Partnership in favor of Shawmut Bank, N.A. (9)

                 (mm)   --    Security  Agreement dated November 1, 1990 by and
                              between  Boston  Celtics   Broadcasting   Limited
                              Partnership and Shawmut Bank, N.A. (9)

                 (nn)   --    Guaranty  dated  November  1,  1990  executed  by
                              Boston Celtics Communications Limited Partnership
                              in favor of Shawmut Bank, N.A. (9)

                 (oo)   --    Agreement  dated  October  23,  1990 by and among
                              Boston Celtics  Acquisitions Limited Partnership,
                              Celtics    Holdings    Corp.,    Boston   Celtics
                              Communications   Limited   Partnership,    Boston
                              Celtics  Limited  Partnership  and Shawmut  Bank,
                              N.A.  regarding the effectiveness of the Stage II
                              Radio Loan Agreement (9)




<PAGE> 34

                 (pp)   --    Revolving  Credit and Term Loan  Agreement  dated
                              November  1,  1990 by and  among  Boston  Celtics
                              Communications   Limited   Partnership,    Boston
                              Celtics  Limited  Partnership  and Shawmut  Bank,
                              N.A. (9)

                 (qq)   --    Facility One Revolving Credit Note dated November
                              1,  1990 made by  Boston  Celtics  Communications
                              Limited  Partnership  and Boston Celtics  Limited
                              Partnership in favor of Shawmut Bank, N.A. (9)

                 (rr)   --    Facility Two Revolving Credit Note dated November
                              1,  1990 made by  Boston  Celtics  Communications
                              Limited  Partnership  and Boston Celtics  Limited
                              Partnership in favor of Shawmut Bank, N.A. (9)

                 (ss)   --    Security  Agreement dated November 1, 1990 by and
                              between  Boston  Celtics  Communications  Limited
                              Partnership and Shawmut Bank, N.A. (9)

                 (tt)   --    Amendment No. 1 to revolving Credit and Term Loan
                              Agreement   (Radio)   (Stage  Two)  among  Boston
                              Celtics   Communications   Limited   Partnership,
                              Boston Celtics  Limited  Partnership  and Shawmut
                              Bank, N.A. dated as of April 10, 1991 (9)

                 (uu)   --    Stage Two--Radio Facility One (Amended) Revolving
                              Credit Note made by Boston Celtics Communications
                              Limited  Partnership  and Boston Celtics  Limited
                              Partnership in favor of Shawmut Bank,  N.A. dated
                              April 10, 1991 (9)

                 (vv)   --    Stage  Two   --Radio   Facility   Two   (Amended)
                              Revolving  Credit  Note  made by  Boston  Celtics
                              Communications  Limited  Partnership  and  Boston
                              Celtics  Limited  Partnership in favor of Shawmut
                              Bank, N.A. dated April 10, 1991 (9)

                 (ww)   --    Letter Agreement  Relating to Security  Agreement
                              between  Boston  Celtics  Communications  Limited
                              Partnership  and Shawmut Bank,  N.A.  dated April
                              10, 1991 (9)

                 (xx)   --    Amendment No. 1 to revolving Credit and Term Loan
                              Agreement  (Television)  (Stage Two) among Boston
                              Celtics Broadcasting Limited Partnership,  Boston
                              Celtics   Communications   Limited   Partnership,
                              Boston Celtics  Limited  Partnership  and Shawmut
                              Bank, N.A. dated as of April 10, 1991 (9)

                 (yy)   --    Stage Two--Television  (Amended) Revolving Credit
                              Note made by Boston Celtics  Broadcasting Limited
                              Partnership    and   Boston    Celtics    Limited
                              Partnership in favor of Shawmut Bank,  N.A. Dated
                              April 10,1991 (9)



<PAGE> 35

                 (zz)   --    Letter Agreement  Relating to the  Communications
                              Limited   Partnership   Guaranty  between  Boston
                              Celtics  Communications  Limited  Partnership and
                              Shawmut Bank, N.A. dated April 10, 1991 (9)

                (aaa)   --    Letter Agreement  Relating to Security  Agreement
                              between  Boston  Celtics   Broadcasting   Limited
                              Partnership  and Shawmut Bank,  N.A.  dated April
                              10, 1991 (9)

                (bbb)   --    Intercreditor   Agreement  among  Boston  Celtics
                              Broadcasting Limited Partnership,  WFXT, Inc. and
                              Shawmut Bank, N.A. dated as of April 10, 1991 (9)

                (ccc)   --    Ten-Year  Convertible  Subordinated  Note made by
                              Boston Celtics  Broadcasting  Limited Partnership
                              in favor of WFXT, Inc. dated April 10, 1991 (9)

                (ddd)   --    Letter Agreement Regarding Amendments No. 1 and 2
                              to  Revolving  Credit  and Term  Loan  Agreements
                              between  Boston  Celtics  Communications  Limited
                              Partnership  and Shawmut Bank,  N.A.  dated April
                              10, 1991 (9)

                (eee)   --    Amendment No. 2 to revolving Credit and Term Loan
                              Agreement   (Radio)   (Stage  Two)  among  Boston
                              Celtics   Communications   Limited   Partnership,
                              Boston Celtics  Limited  Partnership  and Shawmut
                              Bank, N.A. dated as of April 10, 1991 (9)

                (fff)   --    Agreement  Regarding  Deferral of Radio Broadcast
                              Rights     Payments    among    Boston    Celtics
                              Communications   Limited   Partnership,    Boston
                              Celtics  Limited  Partnership  and Shawmut  Bank,
                              N.A. dated as of April 10, 1991 (9)

                (ggg)   --    Agreement No. 2 to revolving Credit and Term Loan
                              Agreement  (Television)  (Stage Two) among Boston
                              Celtics Broadcasting Limited Partnership,  Boston
                              Celtics   Communications   Limited   Partnership,
                              Boston Celtics  Limited  Partnership  and Shawmut
                              Bank, N.A. dated as of April 10, 1991 (9)

                (hhh)   --    Agreement   Regarding   Deferral  of   Television
                              Broadcast  Rights  Payments  among Boston Celtics
                              Broadcasting limited Partnership,  Boston Celtics
                              Limited  Partnership and Shawmut Bank, N.A. dated
                              as of April 10, 1991 (9)

                (iii)   --    Modification  Agreement  Regarding Interest Rates
                              among   Boston   Celtics   Broadcasting   Limited
                              Partnership,    Boston   Celtics   Communications
                              Limited   Partnership,   Boston  Celtics  Limited
                              Partnership  and Shawmut Bank,  N.A.  dated as of
                              April 10, 1991 (9)



<PAGE> 36

                (jjj)   --    Letter of Waiver and Amendment  Regarding Various
                              Loan Agreements among Shawmut Bank, N.A.,  Boston
                              Celtics  Limited   Partnership,   Boston  Celtics
                              Broadcasting   Limited   Partnership  and  Boston
                              Celtics  Communications Limited Partnership dated
                              March 27, 1992. (10)

                (kkk)   --    Three year  extension,  dated  July 6,  1992,  of
                              agreement  dated  December  8, 1983,  as amended,
                              between Jan Volk and Boston Celtics Incorporated.
                              (10.1)

                (lll)   --    Credit    Agreement    among   Celtics    Limited
                              Partnership   ("CLP"),   Boston  Celtics  Limited
                              Partnership   ("BCLP")  and  Shawmut  Bank,  N.A.
                              ("Shawmut"), dated as of January 21, 1993. (11)

                (mmm)   --    Revolving Credit Note from CLP to Shawmut,  dated
                              as of January 21, 1993. (11)

                (nnn)   --    Security Agreement between CLP and Shawmut, dated
                              as of January 21, 1993. (11)

                (ooo)   --    Merger  Agreement dated as of December 8, 1992 by
                              and among  Boston  Celtics  Limited  Partnership,
                              BCCLP  Holding  Corporation,   BCCLP  Acquisition
                              Limited    Partnership    and   Boston    Celtics
                              Communications Limited Partnership. (12)

                (ppp)   --    Second Amended and Restated  Agreement of Limited
                              Partnership  of  Boston  Celtics   Communications
                              Limited Partnership dated May 6, 1993. (13)

                (qqq)   --    Agreement  dated October 1, 1993,  between Boston
                              Celtics  Limited  Partnership  and Fox Television
                              Stations,   Inc.   ("FTS")  that  provides  that,
                              subject to certain  conditions,  a subsidiary  of
                              FTS would purchase an option to acquire ownership
                              interests in BCBLP which,  together with existing
                              rights,  could eventually  result in FTS becoming
                              the sole owner of WFXT. (13)

                (rrr)   --    Financing Agreement dated October 29, 1993 by and
                              among  Boston  Celtics   Communications   Limited
                              Partnership Holding Corporation and Shawmut Bank,
                              N.A. (14)

                (sss)   --    Promissory  Note dated  October 29, 1993 executed
                              by BCCLP Holding  Corporation in favor of Shawmut
                              Bank, N.A. (14)

                (ttt)   --    Unit Option  Agreement dated December 31, 1993 by
                              and between  Boston Celtics  Limited  Partnership
                              and Paul E. Gaston. (15)




<PAGE> 37

                (uuu)   --    Unit Option  Agreement dated December 31, 1993 by
                              and between  Boston Celtics  Limited  Partnership
                              and Stephen C. Schram. (15)

                (vvv)   --    Unit Option  Agreement dated December 31, 1993 by
                              and between  Boston Celtics  Limited  Partnership
                              and Thomas M. Bartlett, Jr. (15)

                (www)   --    Financing  Agreement  dated  September  15,  1994
                              between  Boston  Celtics  Communications  Limited
                              Partnership and Shawmut Bank, N.A. (16)

                (xxx)   --    Promissory Note dated September 15, 1994 executed
                              by   Boston   Celtics    Communications   Limited
                              Partnership and Shawmut Bank, N.A. (16)

                (yyy)   --    Credit  Agreement  dated  October 31, 1994 by and
                              among BCCLP and Shawmut Bank, N.A. (17)

                (zzz)   --    Assignment and Security  Agreement  dated October
                              31, 1994 by and between  BCCLP and Shawmut  Bank,
                              N.A. (17)

               (aaaa)   --    Commercial  Promissory  Note  between  BCCLP  and
                              Shawmut Bank, N.A. (17)

               (bbbb)   --    Support  Agreement between BCLP and Shawmut Bank,
                              N.A. (17)

               (cccc)   --    Second   Amendment   To   Agreement  To  Purchase
                              Partnership  Interests by and among BCBLP and CCI
                              and FTS dated November 29, 1994. (18)

               (dddd)   --    Unit  Redemption  Agreement dated August 30, 1995
                              between Boston Celtics  Limited  Partnership  and
                              Alan N. Cohen. (19)

               (eeee)   --    Unit  Redemption  Agreement dated August 30, 1995
                              between Boston Celtics  Limited  Partnership  and
                              Gordon Cohen. (19)

               (ffff)   --    Unit  Redemption  Agreement dated August 30, 1995
                              between Boston Celtics  Limited  Partnership  and
                              Laurie Cohen-Fenster. (19)

               (gggg)   --    Promissory  Note dated  August 1, 1995 by BCLP to
                              Alan N. Cohen. (19)

               (hhhh)   --    Promissory  Note dated  August 1, 1995 by BCLP to
                              Alan N. Cohen. (19)

               (iiii)   --    Consulting   Agreement   dated  August  30,  1995
                              between Celtics  Limited  Partnership and Alan N.
                              Cohen. (19)

               (jjjj)   --    Press Release dated August 30, 1995. (19)


<PAGE> 38

               (kkkk)   --    Restricted  Unit  Agreement  dated June 28,  1996
                              between Boston Celtics  Limited  Partnership  and
                              Paul E. Gaston. (20)

               (llll)   --    Letter  from Paul  Gaston  electing to accept all
                              incentive  compensation  for  1996 in  restricted
                              units. (20)

               (mmmm)   --    Consulting  agreement  dated July 1, 1996 between
                              Boston Celtics Limited  Partnership and Thomas M.
                              Bartlett Jr. (20)

               (nnnn)   --    Unit Purchase  Agreement  dated November 30, 1996
                              between  Boston  Celtics   Limited   Partnership,
                              Celtics   Capital    Corporation   and   Westbury
                              Partners, L.P. (21)

               (oooo)   --    Unit Purchase  Agreement  dated November 30, 1996
                              between  Boston  Celtics   Limited   Partnership,
                              Celtics  Capital  Corporation  and Paul R. Dupee,
                              Jr. (21)

               (pppp)   --    Stock Purchase  Agreement dated November 30, 1996
                              between  Paul E.  Gaston and Paul R.  Dupee,  Jr.
                              pertaining  to  the  shares  of  Boston   Celtics
                              Corp. (21)

               (qqqq)   --    Stock Purchase  Agreement dated November 30, 1996
                              between Walcott Partners, L.P. and Paul R. Dupee,
                              Jr. pertaining to the shares of Celtics, Inc.(21)

               (rrrr)   --    Stock Purchase  Agreement dated November 30, 1996
                              between  Paul E.  Gaston and Paul R.  Dupee,  Jr.
                              pertaining    to   the    shares    of    Celtics
                              Communications, Inc. (21)

               (ssss)   --    Press Release dated November 30, 1996. (21)

               (tttt)   --    Letter  Agreement  dated  June 30,  1997  between
                              Boston Celtics  Limited  Partnership  and Paul E.
                              Gaston  pertaining  to the  election  to exchange
                              options to purchase Limited Partnership Units for
                              Restricted Units.

           (11)               Statement  Re:  Computation  of Earnings Per Unit
                              for the years ended June 30, 1997, 1996 and 1995

           (27)               Financial Data Schedule

(1)   Incorporated by reference from the exhibits filed with the  Partnership's
      registration statement on Form S-1 filed under the Securities Act of 1933
      (File No. 33-9796).

(2)   Incorporated  by reference  from  exhibits  filed with the  Partnership's
      report on Form 10-K filed with the Securities and Exchange Commission for
      the year ended June 30, 1987.


<PAGE> 39

(3)   Incorporated  by reference  from  exhibits  filed with the  Partnerships'
      report on Form 10-K filed with the Securities and Exchange Commission for
      the year ended June 30, 1988.

(4)   Incorporated  by reference  from  exhibits  filed with the  Partnership's
      report on Form 10-K filed with the Securities and Exchange Commission for
      the year ended June 30, 1989.

(5)   Incorporated by reference from the exhibits filed with the  Partnership's
      Current  Report  on Form 8-K  filed  with  the  Securities  and  Exchange
      Commission on May 24, 1990.

(6)   Incorporated  by reference from the exhibits filed with the  Registration
      Statement  on  Form  S-1  of  Boston   Celtics   Communications   Limited
      Partnership  and the  Partnership  filed under the Securities Act of 1933
      (File No. 33-34768).

(7)   Incorporated by reference from the exhibits filed with the Report on Form
      10-K of the Registrant filed with the Securities and Exchange  Commission
      for the year ended June 30, 1990.

(8)   Incorporated by reference from the exhibits filed with the Report on Form
      10-K of Boston Celtics  Communications Limited Partnership filed with the
      Securities and Exchange Commission for the year ended December 31, 1990.

(9)   Incorporated  by reference  from the exhibits  filed with Boston  Celtics
      Communications  Limited  Partnership's  report  on Form 8 filed  with the
      Securities and Exchange Commission on April 15, 1991.

(10)  Incorporated  by  reference  to the  exhibits  filed with Boston  Celtics
      Communications  Limited  Partnership  report on Form 10-K  filed with the
      Securities and Exchange Commission on April 15, 1992.

(10.1)Incorporated  by reference to the exhibits  filed with the report on Form
      10-K filed with the Securities and Exchange Commission for the year ended
      June 30, 1992 (File No. 0-19324).

(11)  Incorporated  by reference to the exhibits  filed with the report on Form
      8-K filed with the Securities and Exchange Commission on January 22, 1993
      (File No. 0-19324).

(12)  Incorporated  by reference to the exhibits  filed with the Boston Celtics
      Communications  Limited  Partnership  report on Schedule 13E-3 filed with
      the Securities and Exchange Commission on December 9, 1992.

      (b)   Reports on Form 8-K filed in the fourth  quarter of 1993 - Form 8-K
            dated May 14, 1993.

      (c)   Exhibits - The  response  to this  portion of Item 14 is filed as a
            part of this report.

      (d)   Financial  Statement  Schedules - The  response to this  portion of
            Item 14 is filed as part of this report.

(13)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-K/A Amendment No. 1 filed with the Securities and Exchange  Commission
      on October 20, 1993 (File No. 0-19324).

<PAGE> 40

(14)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-Q filed with the  Securities  and Exchange  Commission on November 15,
      1993 (File No. 0-19324).

(15)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-Q filed with the  Securities  and Exchange  Commission on February 14,
      1994 (File No. 0-19324).
(16)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-K filed with the Securities  and Exchange  Commission on September 28,
      1994 (File No. 0-19324).

(17)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-Q filed with the  Securities  and Exchange  Commission on November 14,
      1994 (File No. 0-19324).

(18)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-Q filed with the  Securities  and Exchange  Commission on February 14,
      1995 (File No. 0-19324).

(19)  Incorporated  by reference to the exhibits  filed with the report on Form
      8-K filed with the Securities and Exchange  Commission on August 31, 1995
      (File No. 0-19324).

(20)  Incorporated  by reference to the exhibits  filed with the report on Form
      10-K filed with the Securities  and Exchange  Commission on September 27,
      1996 (File No. 0-19324).

(21)  Incorporated  by reference to the exhibits  filed with the report on Form
      8-K filed with the Securities and Exchange Commission on December 2, 1996
      (File No. 0-19324).




























<PAGE> 41



                           ANNUAL REPORT ON FORM 10-K

                    ITEM 8, ITEM 14(a)(1) and (2)(c) and (d)

                          LIST OF FINANCIAL STATEMENTS

                              FINANCIAL STATEMENTS
                                CERTAIN EXHIBITS
                            YEAR ENDED JUNE 30, 1997

                       BOSTON CELTICS LIMITED PARTNERSHIP

                             BOSTON, MASSACHUSETTS











































<PAGE> 42

FORM 10-K -- ITEM 14(a)(1) and (2)

BOSTON CELTICS LIMITED PARTNERSHIP

LIST OF CONSOLIDATED FINANCIAL STATEMENTS

The  following  consolidated  financial  statements of Boston  Celtics  Limited
Partnership and Subsidiaries are included in Item 8:

Consolidated Balance Sheets at June 30, 1997 and 1996.

Consolidated  Statements  of Income  for each of the three  years in the period
ended June 30, 1997.

Consolidated  Statements of Partners'  Capital  (Deficit) for each of the three
years in the period ended June 30, 1997.

Consolidated Statements of Cash Flows for each of the three years in the period
ended June 30, 1997.

Notes to Consolidated Financial Statements.

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

































<PAGE> 43


                                                 Report of Independent Auditors

To the General Partner
Boston Celtics Limited Partnership

We have audited the accompanying  consolidated balance sheets of Boston Celtics
Limited  Partnership  and  Subsidiaries  as of June 30, 1997 and 1996,  and the
related consolidated statements of income, partners' capital (deficit) and cash
flows for each of the three  years in the  period  ended June 30,  1997.  These
financial  statements are the  responsibility of the Partnership's  management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  financial  statements  are  free of
material misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and  disclosures in the financial  statements.  An audit
also  includes  assessing  the  accounting   principles  used  and  significant
estimates  made by  management,  as well as  evaluating  the overall  financial
statement  presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Boston
Celtics Limited Partnership and Subsidiaries at June 30, 1997 and 1996, and the
consolidated  results of their  operations and their cash flows for each of the
three years in the period ended June 30, 1997,  in  conformity  with  generally
accepted accounting principles.



                                        /s/ Ernst & Young LLP
                                        ---------------------------------------

Boston, Massachusetts
September 19, 1997




















<PAGE> 44

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                          Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                         June 30,        June 30,
                                                                           1997            1996
                                                                       ------------    ------------

<S>                                                                    <C>             <C>
ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                            $  6,498,739    $  5,982,128
  Marketable securities                                                  42,572,683      46,763,501
  Other short-term investments                                           49,671,153      78,723,365
  Accounts receivable                                                     2,667,438       3,777,729
  Prepaid federal and state income taxes                                    432,895
  Prepaid expenses                                                        1,856,627         656,396
  Other current assets                                                      101,611
                                                                       ----------------------------
TOTAL CURRENT ASSETS                                                    103,801,146     135,903,119

PROPERTY AND EQUIPMENT, net                                                 909,416       1,184,813
NATIONAL BASKETBALL ASSOCIATION FRANCHISE, net of amortization of 
 $2,159,360 in 1997 and $2,005,120 in 1996                                4,010,221       4,164,461
OTHER INTANGIBLE ASSETS, net of amortization of $47,083 in 1997 and 
 $36,621 in 1996                                                            903,477         913,939
OTHER ASSETS                                                              9,575,396       3,067,140
                                                                       ----------------------------
                                                                       $119,199,656    $145,233,472
                                                                       ============================

LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued expenses                                $ 12,877,723    $ 15,420,321
  Deferred game revenues                                                  5,584,848       4,629,704
  Federal and state income taxes payable                                                    539,325
  Notes payable to bank - current portion                                 2,500,000
  Notes payable                                                          16,409,617      15,353,949
  Deferred compensation - current portion                                 1,767,263       4,345,367
                                                                       ----------------------------
TOTAL CURRENT LIABILITIES                                                39,139,451      40,288,666

DEFERRED REVENUES - noncurrent portion                                                      699,871
DEFERRED FEDERAL AND STATE INCOME TAXES                                  20,100,000      20,100,000
NOTES PAYABLE TO BANK - noncurrent portion                               47,500,000      50,000,000
DEFERRED COMPENSATION - noncurrent portion                               10,380,296      11,749,666
OTHER NON-CURRENT LIABILITIES                                             9,870,000       5,875,000







<PAGE> 45

PARTNERS' CAPITAL (DEFICIT)
  Boston Celtics Limited Partnership -
    General Partner                                                         226,817         284,422
    Limited Partners                                                     (8,527,928)     15,688,456
                                                                       ----------------------------
                                                                         (8,301,111)     15,972,878
  Celtics Limited Partnership - General Partner                            (129,866)        (92,988)
  Boston Celtics Communications Limited Partnership -
    General Partner                                                         640,886         640,379
                                                                       ----------------------------
TOTAL PARTNERS' CAPITAL (DEFICIT)                                        (7,790,091)     16,520,269
                                                                       ----------------------------
                                                                       $119,199,656    $145,233,472
                                                                       ============================
</TABLE>


See notes to consolidated financial statements.








































<PAGE> 46

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                       Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                                                    For the Year Ended
                                                                         -----------------------------------------
                                                                          June 30,       June 30,       June 30,
                                                                            1997           1996           1995
                                                                         -----------    -----------    -----------
<S>                                                                      <C>            <C>            <C>
Revenues:
  Basketball regular season -
    Ticket sales                                                         $31,813,019    $35,249,625    $22,036,880
    Television and radio broadcast rights fees                            23,269,159     22,071,992     20,956,405
    Other, principally promotional advertising                             7,915,626      7,458,651      7,418,487
  Basketball playoffs                                                                                    1,913,481
                                                                         -----------------------------------------
                                                                          62,997,804     64,780,268     52,325,253
                                                                         -----------------------------------------

Costs and expenses:
  Basketball regular season-
    Team                                                                  40,941,156     27,891,264     31,203,697
    Game                                                                   2,386,042      2,606,218      2,880,566
  Basketball playoffs                                                                                      696,583
  General and administrative                                              13,913,893     15,053,333     14,085,982
  Selling and promotional                                                  4,680,168      2,973,488      2,692,208
  Depreciation                                                               189,324        140,894         86,347
  Amortization of NBA franchise and other intangible assets                  164,702        164,703        164,703
                                                                         -----------------------------------------
                                                                          62,275,285     48,829,900     51,810,086
                                                                         -----------------------------------------
                                                                             722,519     15,950,368        515,167

Interest expense                                                          (5,872,805)    (6,387,598)    (9,074,657)
Interest income                                                            6,609,541      8,175,184      6,507,902
Net revenue from league expansion                                                                        7,113,665
Net realized gains (losses) on disposition of marketable 
 securities and other short-term investments                                 361,051       (101,138)       110,254
                                                                         -----------------------------------------
Income from continuing operations before income taxes                      1,820,306     17,636,816      5,172,331
Provision for (benefit from) income taxes                                  1,400,000      1,850,000       (345,000)
                                                                         -----------------------------------------
Income from continuing operations                                            420,306     15,786,816      5,517,331
Discontinued operations:
Income from discontinued operations (less applicable income 
 taxes of $30,000 in 1996 and $7,095,000 in 1995                                             82,806     10,638,675
Gain from disposal of discontinued operations (less applicable 
 income taxes of $17,770,000)                                                            38,330,907
                                                                         -----------------------------------------
Net income                                                                   420,306     54,200,529     16,156,006
Net income applicable to interests of General Partners                        62,246      1,291,014        610,815
                                                                         -----------------------------------------
Net income applicable to interests of Limited Partners                   $   358,060    $52,909,515    $15,545,191
                                                                         =========================================

<PAGE> 47

Per unit:
  Income from continuing operations                                            $0.06          $2.59          $0.84
  Net income                                                                   $0.06          $8.89          $2.43

  Distributions declared                                                       $1.00          $1.50          $3.00

Average units and unit equivalents outstanding throughout the period       5,672,552      5,950,679      6,399,722
</TABLE>


See notes to consolidated financial statements.















































<PAGE> 48

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
             Consolidated Statements of Partners' Capital (Deficit)

<TABLE>
<CAPTION>
                                                                                      Limited Partners
                                                                                 --------------------------
                                                                    Total          Units         Amount
                                                                -------------    ---------    -------------

<S>                                                             <C>              <C>          <C>

BALANCE AT JUNE 30, 1994                                        ($12,829,500)    6,399,722    ($12,542,458)
Net income for the year ended June 30, 1995                       16,156,006                    15,545,191
Distributions:
  Boston Celtics Limited Partnership to unitholders
    Cash - $1.50 per unit                                         (9,697,083)                   (9,599,583)
    Declared - $1.50 per unit                                     (9,697,082)                   (9,599,582)
Cash by Boston Celtics Broadcasting Limited Partnership 
 to Celtics Communications, Inc. (General Partner's Share)           (74,000)
Cash by Celtics Limited Partnership to Boston Celtics 
 Corporation (General Partner's Share)                              (165,000)
Purchase of 99% of General Partner's interest in Boston 
 Celtics Communications Limited Partnership                           74,858
Unrealized gain on marketable securities                             511,354                       506,241
                                                                ------------------------------------------

BALANCE AT JUNE 30, 1995                                         (15,720,447)    6,399,722     (15,690,191)
Net income for the year ended June 30, 1996                       54,200,529                    52,909,515
Distributions:
  Cash by Boston Celtics Limited Partnership to unitholders -
   $1.50 per unit                                                 (8,547,925)                   (8,461,917)
  Cash by Boston Celtics Broadcasting Limited Partnership to 
   Celtics Communications, Inc. (General Partner's Share)           (152,887)
  Cash by Celtics Limited Partnership to Boston Celtics 
   Corporation (General Partner's Share)                            (200,000)
Sale of General Partner's interest in Boston Celtics 
 Broadcasting Limited Partnership                                     13,705
Purchase of Boston Celtics Limited Partnership units for 
 the treasury                                                    (16,306,546)     (758,444)    (16,306,546)
Issuance of Boston Celtics Limited Partnership units from 
 the treasury                                                      3,658,363       234,886       3,658,363
Unrealized loss on marketable securities                            (424,523)                     (420,768)
                                                                ------------------------------------------













<PAGE> 49

BALANCE AT JUNE 30, 1996                                          16,520,269     5,876,164      15,688,456
Net income for the year ended June 30, 1997                          420,306                       358,060
Distributions:
  Cash by Boston Celtics Limited Partnership to unitholders -
   $1.00 per unit                                                 (5,935,876)                   (5,876,164)
  Cash by Celtics Limited Partnership to Boston Celtics 
   Corporation (General Partner's Share)                             (95,000)
Purchase of Boston Celtics Limited Partnership units for 
 the treasury                                                    (22,880,000)     (780,000)    (22,880,000)
Issuance of Boston Celtics Limited Partnership units from 
 the treasury                                                      4,331,250       250,000       4,331,250
Unrealized loss on marketable securities                            (151,040)                     (149,530)
                                                                -------------------------------------------
BALANCE AT JUNE 30, 1997                                        ($ 7,790,091)    5,346,164    ($ 8,527,928)
                                                                ===========================================
</TABLE>


See notes to consolidated financial statements.







































<PAGE> 50

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
             Consolidated Statements of Partners' Capital (Deficit)
                                  (continued)

<TABLE>
<CAPTION>
                                                                           General Partners' Interests
                                                                --------------------------------------------------
                                                                                Boston Celtics
                                                                                    Limited        Celtics Limited
                                                                   Total          Partnership        Partnership
                                                                ------------    ---------------    ---------------

<S>                                                             <C>               <C>                <C>

BALANCE AT JUNE 30, 1994                                        ($  287,042)      ($127,387)         ($ 54,311)
Net income for the year ended June 30, 1995                         610,815         157,019            114,117
Distributions:
  Boston Celtics Limited Partnership to unitholders
    Cash - $1.50 per unit                                           (97,500)        (97,500)
    Declared - $1.50 per unit                                       (97,500)        (97,500)
  Cash by Boston Celtics Broadcasting Limited Partnership 
   to Celtics Communications, Inc. (General Partner's Share)        (74,000)
  Cash by Celtics Limited Partnership to Boston Celtics 
   Corporation (General Partner's Share)                           (165,000)                          (165,000)
Purchase of 99% of General Partner's interest in Boston 
 Celtics Communications Limited Partnership                          74,858
Unrealized gain on marketable securities                              5,113           5,113
                                                                ----------------------------------------------

BALANCE AT JUNE 30, 1995                                            (30,256)       (160,255)          (105,194)
Net income for the year ended June 30, 1996                       1,291,014         534,440            212,206
Distributions:
  Cash by Boston Celtics Limited Partnership to unitholders - 
   $1.50 per unit                                                   (86,008)        (86,008)
  Cash by Boston Celtics Broadcasting Limited Partnership 
   to Celtics Communications, Inc. (General Partner's Share)       (152,887)
  Cash by Celtics Limited Partnership to Boston Celtics 
   Corporation (General Partner's Share)                           (200,000)                          (200,000)
Sale of General Partner's interest in Boston Celtics 
 Broadcasting Limited Partnership                                    13,705 
Purchase of Boston Celtics Limited Partnership units for
 the treasury
Issuance of Boston Celtics Limited Partnership units from
 the treasury
Unrealized loss on marketable securities                             (3,755)         (3,755)
                                                                ----------------------------------------------










<PAGE> 51

BALANCE AT JUNE 30, 1996                                            831,813         284,422            (92,988)
Net income for the year ended June 30, 1997                          62,246           3,617             58,122
Distributions:
  Cash by Boston Celtics Limited Partnership to unitholders - 
   $1.00 per unit                                                   (59,712)        (59,712)
  Cash by Celtics Limited Partnership to Boston Celtics 
   Corporation (General Partner's Share)                            (95,000)                           (95,000)
Purchase of Boston Celtics Limited Partnership units for 
 the treasury
Issuance of Boston Celtics Limited Partnership units from 
 the treasury 
Unrealized loss on marketable securities                             (1,510)         (1,510)
                                                                 ---------------------------------------------
BALANCE AT JUNE 30, 1997                                         $  737,837        $226,817          ($129,866)
                                                                 =============================================
</TABLE>










































<PAGE> 52

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
             Consolidated Statements of Partners' Capital (Deficit)
                                  (continued)
<TABLE>
<CAPTION>
                                                                          General Partners' Interests
                                                                       ----------------------------------
                                                                       Boston Celtics     Boston Celtics
                                                                       Communications      Broadcasting
                                                                          Limited             Limited
                                                                        Partnership         Partnership
                                                                       --------------     ---------------
<S>                                                                      <C>                  <C>
BALANCE AT JUNE 30, 1994                                                 ($122,686)           $ 17,342
Net income for the year ended June 30, 1995                                144,619             195,060
Distributions:
  Boston Celtics Limited Partnership to unitholders
    Cash - $1.50 per unit
    Declared - $1.50 per unit
  Cash by Boston Celtics Broadcasting Limited Partnership to
   Celtics Communications, Inc. (General Partner's Share)                                      (74,000)
  Cash by Celtics Limited Partnership to Boston Celtics Corporation
   (General Partner's Share) 
Purchase of 99% of General Partner's interest in Boston Celtics 
 Communications Limited Partnership                                         74,858
Unrealized gain on marketable securities
                                                                         -----------------------------
BALANCE AT JUNE 30, 1995                                                    96,791             138,402
Net income for the year ended June 30, 1996                                543,588                 780
Distributions:
  Cash by Boston Celtics Limited Partnership to unitholders - 
   $1.50 per unit
  Cash by Boston Celtics Broadcasting Limited Partnership to Celtics
   Communications, Inc. (General Partner's Share)                                             (152,887)
  Cash by Celtics Limited Partnership to Boston Celtics Corporation 
   (General Partner's Share)
Sale of General Partner's interest in Boston Celtics Broadcasting 
 Limited Partnership                                                                            13,705
Purchase of Boston Celtics Limited Partnership units for the treasury
Issuance of Boston Celtics Limited Partnership units from the treasury
Unrealized loss on marketable securities
                                                                         -----------------------------
BALANCE AT JUNE 30, 1996                                                   640,379                   0
Net income for the year ended June 30, 1997                                    507
Distributions:
  Cash by Boston Celtics Limited Partnership to unitholders - 
   $1.00 per unit
  Cash by Celtics Limited Partnership to Boston Celtics Corporation 
   (General Partner's Share)
Purchase of Boston Celtics Limited Partnership units for the treasury
Issuance of Boston Celtics Limited Partnership units from the treasury
Unrealized loss on marketable securities
                                                                         -----------------------------
BALANCE AT JUNE 30, 1997                                                  $640,886            $      0
                                                                         =============================
</TABLE>

<PAGE> 53

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
                     Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                 For the Year Ended
                                                                     --------------------------------------------
                                                                       June 30,        June 30,        June 30,
                                                                         1997            1996            1995
                                                                     ------------    ------------    ------------

<S>                                                                  <C>             <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Receipts:
  Basketball regular season receipts:
    Ticket sales                                                     $ 33,132,256    $ 31,322,745    $ 27,539,038
    Television and radio broadcast rights fees                         22,009,139      19,908,800      20,344,641
    Other, principally promotional advertising                          8,141,716       8,424,038       6,382,803
  Basketball playoff receipts                                                             360,895       2,278,100
                                                                     --------------------------------------------
                                                                       63,283,111      60,016,478      56,544,582

Costs and expenses:
  Basketball regular season expenditures:
    Team expenses                                                      34,390,240      26,066,875      24,632,232
    Game expenses                                                       2,273,709       2,481,007       2,880,566
  Basketball playoff expenses                                                                             719,799
  General and administrative expenses                                  15,650,961      13,996,805      13,069,984
  Selling and promotional expenses                                      3,730,578       1,333,238       2,544,114
                                                                     --------------------------------------------
                                                                       56,045,488      43,877,925      43,846,695
                                                                     --------------------------------------------
                                                                        7,237,623      16,138,553      12,697,887

Interest income                                                         6,319,302       9,553,938       4,692,024
Interest expense                                                       (4,422,737)     (4,624,043)     (8,044,898)
Proceeds from league expansion                                                          4,490,673       4,814,814
Payment of income taxes                                                (2,372,220)     (4,973,883)     (3,751,320)
Payment of deferred compensation                                       (4,300,147)     (5,226,095)     (3,624,319)
                                                                     --------------------------------------------
  NET CASH FLOWS FROM CONTINUING OPERATIONS                             2,461,821      15,359,143       6,784,188
  NET CASH FLOWS (USED BY) FROM DISCONTINUED OPERATIONS                                (2,931,742)     23,981,166
                                                                     --------------------------------------------
  NET CASH FLOWS FROM OPERATING ACTIVITIES                              2,461,821      12,427,401      30,765,354












<PAGE> 54

CASH FLOWS (USED BY) FROM INVESTING ACTIVITIES
  Purchases of:
    Marketable securities                                             (43,482,870)    (55,272,268)    (76,285,589)
    Short term investments                                           (594,400,000)   (116,150,000)   (143,000,000)
  Proceeds from sales of:
    Marketable securities                                              47,925,944      53,355,561      54,237,041
    Short term investments                                            617,500,000     103,300,000      77,000,000
  Proceeds from the sale of Boston Celtics Broadcasting Limited
   Partnership                                                                         79,200,000
  Cash portion of net assets of Boston Celtics Broadcasting 
   Limited Partnership sold                                                            (1,602,071)
  Capital expenditures                                                   (136,279)       (796,424)       (769,431)
  Other receipts (expenditures)                                          (441,129)        293,503        (825,359)
                                                                     --------------------------------------------
NET CASH FLOWS (USED BY) FROM INVESTING ACTIVITIES                     26,965,666      62,328,301     (89,643,338)
                                                                     --------------------------------------------
NET CASH FLOWS (USED BY) FROM OPERATING AND INVESTING ACTIVITIES       29,427,487      74,755,702     (58,877,984)

</TABLE>







































<PAGE> 55

                       BOSTON CELTICS LIMITED PARTNERSHIP
                                and Subsidiaries
               Consolidated Statements of Cash Flows (Continued)


<TABLE>
<CAPTION>
                                                                                  For the Year Ended
                                                                     --------------------------------------------
                                                                       June 30,        June 30,        June 30,
                                                                         1997            1996            1995
                                                                     ------------    ------------    ------------

<S>                                                                  <C>             <C>             <C>

CASH FLOWS (USED BY) FROM FINANCING ACTIVITIES
  Proceeds from bank borrowings                                                                        85,000,000
  Payment of bank borrowings                                                          (80,000,000)    (10,000,000)
  Purchase of Boston Celtics Limited Partnership units                (22,880,000)     (1,941,450)
  Purchase of interest in Boston Celtics Communications Limited
   Partnership from Celtics Communications Inc.                                                          (792,000)
  Cash distributions:
    To its minority interest holder from Boston Celtics 
     Broadcasting Limited Partnership                                                  (7,797,244)     (3,774,000)
    To limited partners of Boston Celtics Limited Partnership          (5,935,876)    (18,061,500)     (9,599,583)
    To General Partners                                                   (95,000)       (536,395)       (486,500)
                                                                     --------------------------------------------
  NET CASH FLOWS (USED BY) FROM FINANCING ACTIVITIES                  (28,910,876)   (108,336,589)     60,347,917
                                                                     --------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                      516,611     (33,580,887)      1,469,933
Cash and cash equivalents at beginning of period                        5,982,128      39,563,015      38,093,082
                                                                     --------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                           $  6,498,739    $  5,982,128    $ 39,563,015
                                                                     ============================================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Conversion of convertible subordinated note payable for 25% 
   interest in Boston Celtics Broadcasting Limited Partnership                       $ 10,000,000
  Notes payable for acquisition of Boston Celtics Limited 
   Partnership units                                                                 $ 14,365,096
  Net non-cash assets of Boston Celtics Broadcasting Limited
   Partnership sold                                                                  $  9,517,608
</TABLE>


See notes to consolidated financial statements.













<PAGE> 56

Note A - Basis of Presentation

Principles of Consolidation:  The consolidated financial statements include the
accounts of the Boston Celtics Limited Partnership  ("BCLP," the "Partnership")
and its  majority-owned  and controlled  subsidiaries and  partnerships.  BCLP,
through its  subsidiaries,  owns and operates the Boston  Celtics  professional
basketball team of the National  Basketball  Association and holds investments.
All intercompany transactions are eliminated in consolidation.

Discontinued operations:  The consolidated financial statements for fiscal 1996
and 1995 include the results of operations of the  Communications  Group, which
comprised  Television Station WFXT - Channel 25 of Boston,  Massachusetts (sold
July 7, 1995) and Radio  Station WEEI of Boston,  Massachusetts  (sold June 30,
1994) as discontinued operations. Gains on their disposal were also included in
discontinued operations.  Revenues of discontinued operations were $534,000 and
$51,897,000 for the years ended June 30, 1996 and 1995, respectively.

Note B - Significant Accounting Policies

Cash  Equivalents:  Cash  equivalents  represent  short-term  investments  with
maturities at date of purchase of three months or less.  Marketable  securities
represent investments with maturities greater than three months.

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

Concentration of Credit Risk:  Financial  instruments which potentially subject
the  Partnership  to  credit  risk  consist  principally  of cash  equivalents,
short-term  investments,  marketable  securities and accounts  receivable.  The
Partnership's   cash   equivalents,   short-term   investments  and  marketable
securities  represent  investments  with  relatively  short  maturities  in the
securities of highly rated financial  institutions and United States government
entities.   The  Partnership   performs  periodic  credit  evaluations  of  its
customers'  financial  condition  and  generally  does not require  collateral.
Credit losses have been consistently within management's expectations.

Marketable  Securities  and  Other  Short  Term  Investments:  The  Partnership
accounts  for  marketable  securities  and  other  short-term   investments  in
accordance   with  Statement  of  Financial   Accounting   Standards  No.  115,
"Accounting  for  Certain  Investments  in Debt and  Equity  Securities"  which
established the accounting and reporting requirements for investments in equity
securities that have readily  determinable  fair values and for all investments
in debt  securities.  All affected  investment  securities  are  classified  as
securities to be held to maturity, for trading, or available-for-sale.

Financial Instruments: The carrying value of financial instruments such as cash
equivalents,  accounts  receivable and accounts payable  approximate their fair
values based on the short-term  maturities of these  instruments.  The carrying
value of long-term  debt  approximates  its fair value based on  references  to
similar instruments.




<PAGE> 57

Franchise and Other Intangible Assets: These assets,  consisting principally of
the National Basketball  Association  franchise and other intangible assets are
being amortized primarily on a straight-line basis over 40 years.

Property and  Equipment:  Property and equipment is stated at cost and is being
depreciated  over  estimated  useful lives of from five to fifteen  years using
straight line or accelerated  methods of depreciation as appropriate.  Building
and leasehold  improvements  are  depreciated  over the lesser of the remaining
lives of the leases or the assets.

Basketball  Operations:  Revenues,  principally ticket sales and television and
radio  broadcasting  fees,  generally  are recorded as revenues at the time the
game to which such proceeds relate is played. Team expenses, principally player
and coaches  salaries,  related  fringe  benefits and  insurance,  and game and
playoff  expenses,   principally  National  Basketball  Association  attendance
assessments and travel, are recorded as expense on the same basis. Accordingly,
advance  ticket  sales  and  payments  on  television  and  radio  broadcasting
contracts  and payments  for team and game  expenses not earned or incurred are
recorded  as  deferred  revenues  and  deferred  expenses,   respectively,  and
amortized   ratably  as  regular   season   games  are   played.   General  and
administrative  and selling and promotional  expenses are charged to operations
as incurred.

Stock Options:  The  Partnership  accounts for stock options in accordance with
Accounting  Principles  Board Opinion No. 25,  "Accounting  for Stock Issued to
Employees."  The  Partnership  has adopted the  disclosure  provisions  only of
Financial   Accounting   Standards  No.  123,   "Accounting   for   Stock-Based
Compensation"  (SFAS 123).  Adoption of SFAS 123 did not have a material impact
on the Partnership's financial statements.

Income  Taxes:  No provision for income taxes is required by BCLP as its income
and expenses are taxable to or deductible to their  partners.  Celtics  Capital
Corporation  ("CCC"),  BCCLP  Holding  Corporation   ("Holdings")  and  Celtics
Investments,  Inc. ("CII"),  wholly-owned  subsidiary corporations of BCLP, are
subject to income taxes and report their income tax  provision,  including  the
income  (losses)  of  subsidiary  partnerships  Boston  Celtics  Communications
Limited  Partnership   ("BCCLP")  and  Boston  Celtics   Broadcasting   Limited
Partnership  ("BCBLP") (prior to the sale of BCBLP on July 7, 1995),  using the
liability  method in  accordance  with  Financial  Accounting  Standards  Board
Statement 109,  "Accounting  for Income Taxes" (see Note M). Under this method,
deferred tax assets and liabilities are determined based on differences between
financial  reporting and tax bases of assets and  liabilities  and are measured
using  tax rates and laws  that  will be in  effect  when the  differences  are
expected to reverse.

Under  provisions of the Internal  Revenue Code  applicable  to public  limited
partnerships,  the Partnership  will be taxable as a corporation  commencing on
July  1,  1998.  Alternatively,   pursuant  to  recent  tax  legislation,   the
Partnership  could maintain  partnership tax status by electing to pay a tax of
3.5% of gross  income.  In  response  to these  prospective  changes in the tax
treatment of the  Partnership,  management is evaluating  structural  and other
alternatives.

Net Income Per Unit:  Net  income per Unit is based upon the  weighted  average
number of units outstanding each year plus any unit equivalents attributable to
options, if material.


<PAGE> 58

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share" ("Statement 128"), which is required to be adopted on
December  31,  1997.  At that time,  the Company will be required to change the
method  currently  used to compute  earnings  per unit and to restate all prior
periods.  Under the new requirements for calculating primary earnings per unit,
the dilutive effect of rights to purchase units of Partnership interest will be
excluded.  The impact is expected  to result in an  increase in primary  income
from continuing  operations per unit for the years ended June 30, 1997 and June
30, 1996 of $0.01 and $0.09 per unit,  respectively,  and is expected to result
in an increase in primary net income per unit for the years ended June 30, 1997
and June 30, 1996 of $0.01 and $0.28, respectively. The impact of Statement 128
on the  calculation of primary income from  continuing  operations per unit and
primary net income per unit for the year ended June 30, 1995 is not expected to
be material.

Note C - Marketable Securities and Other Short Term Investments

The following is a summary of  marketable  securities  which are  classified as
available-for-sale securities:

<TABLE>
<CAPTION>
                                                               Gross         Gross         Estimated
                                                             Unrealized    Unrealized        Fair
                                                 Cost          Gains         Losses          Value
                                              -----------    ----------    -----------    -----------

<S>                                           <C>             <C>          <C>            <C>
June 30, 1997:
  U.S. corporate debt securities              $16,719,000     $ 17,734     ($ 30,767)     $16,705,967
  U.S. government securities                   25,917,892       42,120       (93,296)      25,866,716
                                              -------------------------------------------------------
                                              $42,636,892     $ 59,854     ($124,063)     $42,572,683
                                              =======================================================
June 30, 1996:
  U.S. corporate debt securities              $ 7,952,261     $    630     ($ 63,625)     $ 7,889,266
  U.S. government securities                   38,724,409      426,956      (277,130)      38,874,235
                                              -------------------------------------------------------
                                              $46,676,670     $427,586     ($340,755)     $46,763,501
                                              =======================================================
</TABLE>

Gross  realized  gains  and  losses  on  available-for-sale  securities  are as
follows:














<PAGE> 59

<TABLE>
<CAPTION>
                                                  1997         1996
                                                ---------    ---------

<S>                                             <C>           <C>
U.S. corporate debt securities
  Gross realized gains                          $     521     $131,697
  Gross realized (losses)                         (34,805)      (1,455)
U.S. government securities
  Gross realized gains                            596,981       78,770
  Gross realized (losses)                        (201,646)    (310,150)
                                                -----------------------
Net realized gains (losses)                     $ 361,051    ($101,138)
                                                =======================
</TABLE>

The net adjustment to unrealized holding gains and losses on available-for-sale
securities  included as a separate  component  of Partners'  Capital  (Deficit)
resulted in losses of $151,040 in 1997 and $424,523 in 1996.

The amortized cost and estimated fair value of available-for-sale securities at
June 30, 1997, by contractual  maturity,  are shown below.  Expected maturities
will differ from contractual  maturities  because the issuers of the securities
may have the right to prepay obligations without prepayment penalties.

<TABLE>
<CAPTION>
                                                            Estimated
                                                Cost        Fair Value
                                             -----------    -----------

<S>                                          <C>            <C>
Due in one year or less                      $25,872,690    $25,869,364
Due after one year through three years        10,203,560     10,205,554
Due after three years                          6,560,643      6,497,765
                                             --------------------------
                                             $42,636,893    $42,572,683
                                             ==========================
</TABLE>

Other short term  investments,  which  consist  primarily of private  placement
notes with a commercial  bank with a maturity of under one year, are classified
as  held-to-maturity  and are carried at  amortized  cost,  which  approximates
market value. In addition,  the Partnership has a $6,000,000  convertible  note
receivable   from  an  unrelated   company   which  has  been   classified   as
held-to-maturity  and is carried at amortized cost, which  approximates  market
value. This note has been recorded in other noncurrent  assets.  The note bears
interest at LIBOR plus 1%, with quarterly  interest  payments  beginning in May
1999 and quarterly  payments of principal plus interest beginning February 2002
through  the  maturity  of the note in  January  2007.  The note is  secured by
substantially all of the assets of this company. There were no unrealized gains
or losses in any of these investments at June 30, 1997.





<PAGE> 60

Note D - Property and Equipment

Property and equipment are summarized as follows:

<TABLE>
<CAPTION>
                                                     June 30,
                                             ------------------------
                                                1997          1996
                                             ----------    ----------

<S>                                          <C>           <C>
Building and leasehold improvements          $1,184,244    $1,333,932
Furniture and fixtures                          440,965       377,350
                                             ------------------------
                                              1,625,209     1,711,282
Less accumulated depreciation                   715,793       526,469
                                             ------------------------
Net property and equipment                   $  909,416    $1,184,813
                                             ========================
</TABLE>

Note E - Deferred Compensation and Other Compensation Arrangements

Certain player contracts provide for guaranteed compensation payments which are
deferred  until a future  date.  Operations  are charged  amounts  equal to the
present  value of  future  guaranteed  payments  in the  period  in  which  the
compensation  is  earned.  The  present  value  of  payments  due  under  these
agreements is as follows:

Years ending June 30, 1998                   $ 1,767,000
                      1999                     1,497,000
                      2000                     1,254,000
                      2001                     1,156,000
                      2002                     1,082,000
                      2003 and thereafter      5,392,000
                                             -----------
                                             $12,148,000
                                             ===========


On June 28, 1996, the annual incentive  payment  arrangements  between BCLP and
Paul E.  Gaston,  Chairman of the Board of Celtics,  Inc.  ("CI"),  the general
partner of BCLP,  were modified to permit him to elect to acquire Units of BCLP
which   contain   certain   significant   restrictions   as  to   vesting   and
transferability (hereinafter the "Restricted Units") in lieu of a cash payment.
Mr. Gaston elected to receive  Restricted  Units in lieu of the $3,658,363 cash
incentive compensation payment to which he was entitled for the year ended June
30, 1996.  Based on a written  report  received  from an  independent  employee
benefits consultant regarding the appropriate discount to be applied, the Audit
Committee of the Board of Directors of CI awarded 234,866  Restricted  Units to
Mr. Gaston.  Mr. Gaston,  who is a member of the Audit  Committee,  was recused
from and did not  participate  in any of the  Audit  Committee's  deliberations
pertaining  to this  matter.  The fair  market  value of the  Restricted  Units
awarded  to Mr.  Gaston  will not be  deductible  for tax  purposes  currently,
however,  they will be deductible in the taxable year in which the restrictions
pertaining to those Restricted Units expire.

<PAGE> 61

Note F - Notes Payable

Notes payable represent  outstanding  borrowings by Celtics Limited Partnership
("CLP"),  BCLP's 99% owned  limited  partnership  which owns and  operates  the
Boston Celtics  basketball  team,  under a $50,000,000 loan with its commercial
bank.  The loan  agreement as amended  permits  borrowings of up to $50,000,000
through December 31, 1997, with the available  amount  declining  thereafter by
$1,250,000 per quarter. The term of the loan extends through December 31, 2002.
Interest is payable  quarterly  in arrears at a fixed annual rate of 6.35% from
October 4, 1995  through  December  31,  2002.  Prior to  October 4, 1995,  the
initial  $30,000,000  borrowing  bore  interest  at a fixed  rate  of 6.4%  and
borrowings  in excess of the  initial  $30,000,000  bore  interest  at optional
floating rates (7.375% and 4.875% at June 30, 1995 and 1994).

Effective January 1, 1998, the loan agreement  requires  quarterly  payments of
principal in the amount necessary to reduce the outstanding  principal  balance
to equal the  declining  available  borrowings,  if  necessary,  together  with
interest.  The borrowings  under the bank loan are secured by all of the assets
of and are the liability of CLP. The agreement  relating to the commercial bank
borrowing  includes  various  provisions  and  covenants  customary  in lending
arrangements   of  this  type  including   limitations  on   distributions   to
unitholders.

Aggregate maturities of notes payable at June 30, 1997 are as follows:

Years ending June 30, 1998                  $ 2,500,000
                      1999                    5,000,000
                      2000                    5,000,000
                      2001                    5,000,000
                      2002                    5,000,000
                      2003 and thereafter    27,500,000

Interest  charged to  operations in connection  with  borrowings  (including an
$80,000,000 BCCLP loan with interest at floating rates (6.25% at June 30, 1995)
from a  commercial  bank which was repaid on July 7, 1995, a  $10,000,000  note
payable with interest at 10% which was  converted  into a 25% interest in BCBLP
on July 7, 1995,  a BCBLP term loan with  interest at optional  floating  rates
(6.375% at June 30, 1994) from a commercial bank which was repaid during fiscal
year  1995 and a  $15,000,000  short-term  loan  with  interest  at 4% from the
commercial  bank borrowed and repaid during fiscal year 1994) were  $3,219,000,
$3,366,000,   and  $8,478,000  ($3,219,000,   $3,366,000  and  $7,890,000  from
continuing  operations)  in the  years  ended  June 30,  1997,  1996 and  1995,
respectively.

Note G - Related Party Transactions

Management fee obligations of $820,000, $1,555,000 and $1,336,000 applicable to
Boston Celtics Corporation,  general partner of CLP, were charged to operations
during  the years  ended June 30,  1997,  1996 and 1995,  respectively.  Boston
Celtics Corporation receives a management fee of $750,000 per annum, subject to
annual  increases based on annual cash flows from basketball  operations  after
June 30, 1989. In addition,  Celtics  Communications,  Inc., general partner of
BCCLP and BCBLP,  received aggregate management fees of $10,000 and $998,000 in
1996 and 1995,  respectively,  from BCCLP and BCBLP. The BCCLP fee was based on
revenues  generated by Radio Station WEEI AM-590 and the BCBLP fee was based on
2% percent of sales  until these  operations  were sold in the years ended June
30, 1994 and June 30, 1996, respectively.

<PAGE> 62

Note H - Commitments and Contingencies

The Partnership has employment agreements with officers, coaches and players of
the  basketball  team (CLP).  Certain of the contracts  provide for  guaranteed
payments which must be paid even if the employee is injured or terminated.  The
basketball  team  players are covered by the terms of a  collective  bargaining
agreement  which  expires on June 30, 2001.  Amounts  required to be paid under
such contracts in effect as of September 19, 1997,  including  option years and
$10,343,000  included  in accrued  expenses  at June 30,  1997,  but  excluding
amounts previously earned (see Note E - Deferred Compensation), are as follows:

Years ending June 30, 1998                  $38,789,000
                      1999                   39,674,000
                      2000                   39,298,000
                      2001                   24,569,000
                      2002                   17,910,000
                      2003 and thereafter    33,800,000

BCLP  maintains  disability  and  life  insurance  policies  on most of its key
players.  The  level of  insurance  coverage  maintained  is  based  on  BCLP's
determination  of the  insurance  proceeds  which would be required to meet its
guaranteed obligations in the event of permanent or total disability of its key
players.

The Partnership and its  subsidiaries  are also committed under  noncancelable,
long-term operating leases,  substantially all of which are related to CLP, for
certain of its  facilities and  equipment.  Rent expense  charged to operations
during the years ended June 30, 1997, 1996 and 1995 was $292,000, $282,000, and
$2,272,000  ($292,000,  $282,000 and $1,667,000  from  continuing  operations),
respectively.  Minimum annual  payments,  including  renewable  option periods,
required by these operating leases are as follows:

Years ending June 30, 1998                  $  290,000
                      1999                     304,000
                      2000                     319,000
                      2001                     334,000
                      2002                     350,000
                      2003 and thereafter    1,361,000

Note I - Options to Acquire Units of Partnership Interest


















<PAGE> 63

On December 31, 1993, the  Partnership  granted  options to three  employees to
acquire  530,000  Limited  Partnership  Units of BCLP  (Units)  at the price of
$16.25 per Unit, less all cash  distributions  per Unit made by the Partnership
from July 31, 1993 to the date of exercise. All of the options expire ten years
from the date of grant,  and at June 30,  1997,  all of the options  were fully
vested.  On June 27, 1997, the Audit  Committee of the Board of Directors of CI
(the general partner of BCLP) voted to offer the three option holders the right
to  exchange  their  options  to  purchase  BCLP  Units for an equal  number of
restricted  Units of  Partnership  interest.  The exchange ratio was determined
based on a  written  report  received  from an  independent  employee  benefits
consultant  regarding the  respective  values of the  restricted  Units and the
options to purchase  BCLP Units,  and the option  holders were required to make
this  election on or prior to July 7, 1997.  On June 30,  1997,  Paul E. Gaston
elected to  exchange  his options to  purchase  250,000  BCLP Units for 250,000
restricted Units of Partnership  interest.  Mr. Gaston,  who is a member of the
Audit  Committee,  was recused from and did not participate in any of the Audit
Committee's  deliberations  pertaining  to this  matter.  As a  result  of this
exchange,  $519,000 was charged to compensation  expense in 1997,  representing
the difference  between the fair market value of the  restricted  Units and the
in-the-money value of the optioned Units.

In addition to exercising  the right to purchase units pursuant to the options,
a holder  may  exercise  a Unit  Appreciation  Right,  entitling  the holder to
receive  an  amount  equal to the  excess of the fair  market  value of a Unit,
determined  on the date of  exercise  over the  exercise  price of the  related
option on the date the Unit  Appreciation  Right  was  granted  in which  event
options  for an  equivalent  number  of  units  will be  canceled.  In the sole
discretion of the General Partner of BCLP payments of amounts payable  pursuant
to Unit Appreciation  Rights may be made solely in Units, solely in cash, or in
a  combination  of cash and Units.  The  compensation  element of the  options,
$2,208,000,  $1,851,000 and  $3,174,000 in the years ended June 30, 1997,  1996
and 1995,  respectively,  is being charged to earnings  ratably over the period
from the date of grant  until  the  date of  exercise  based on the  difference
between the exercise and market price of the optioned  Units at the end of each
quarter. The market price of Limited Units of BCLP on June 30, 1997 was $24.75.

Note J - Benefit Plans

Certain of the  Partnership's  subsidiaries  have  defined  contribution  plans
covering substantially all employees who meet certain eligibility requirements.
Participants  may  make   contributions  to  the  plans  up  to  15%  of  their
compensation  (as  defined).  Contributions  to these  plans are matched by the
Partnership  and  its  subsidiaries  100%  on  the  first  7%  of  compensation
contributed  by each  participant.  Contributions  are fully vested after three
years  of  service.  Costs of the  plans  charged  to  operations  amounted  to
$300,000,  $206,000,  and  $375,000  ($300,000,   $206,000  and  $129,000  from
continuing  operations)  during the years ended June 30,  1997,  1996 and 1995,
respectively.

Players,  coaches, trainers and the general manager of the basketball operation
are covered by multiemployer  defined benefit pension plans administered by the
National  Basketball  Association.  Costs of these plans  charged to operations
amounted to $368,000,  $359,000,  and $325,000  during the years ended June 30,
1997, 1996 and 1995, respectively.




<PAGE> 64

Note K - Cash Flows

Reconciliations  of net income to net cash flows from operating  activities are
as follows:

<TABLE>
<CAPTION>
                                                                                    Year Ended June 30,
                                                                         ----------------------------------------
                                                                            1997          1996           1995
                                                                         ----------    -----------    -----------

<S>                                                                      <C>           <C>            <C>
Net income                                                               $  420,306    $54,200,529    $16,156,006
Items not affecting cash flows from operating activities:
  Depreciation                                                              189,324        149,046        766,264
  Amortization                                                              164,702        166,211        343,695
  Provision for doubtful accounts                                                                         185,193
  Increase in note issued on redemption of Partnership interest           1,055,668        988,853
  Changes in:
    Accrued interest receivable                                            (264,625)     1,445,311     (1,815,877)
    Accounts receivable                                                   1,126,788       (378,126)    (4,616,167)
    Notes receivable                                                        (80,772)     4,444,444     (4,444,444)
    Accounts payable and accrued expenses                                   816,434     (5,395,131)    10,117,311
    Deferred compensation                                                (3,947,474)    (3,683,023)    (1,751,374)
    Deferred revenues                                                       255,273     (2,756,599)     8,086,174
    Other non-current liabilities                                         3,995,000      1,851,250        850,000
  Net realized gains (losses) on disposition of marketable securities 
   and other short-term investments                                        (361,051)       101,138       (110,254)
  Minority interest in earnings of BCBLP                                                    27,391      6,853,486
  Gain on sale of BCBLP                                                                (38,330,907)
  Other                                                                    (907,752)      (402,986)       145,341
                                                                         ----------------------------------------
Net cash flows from operating activities                                 $2,461,821    $12,427,401    $30,765,354
                                                                         ========================================
</TABLE>


The change in accounts  receivable is after write-offs,  net of recoveries,  of
$397,544 in 1995.

Note L - Quarterly Results (Unaudited)

A summary of operating results,  net income per unit based on the average units
outstanding  throughout each year calculated for financial  statement  purposes
only, and cash  distributions  for the quarterly periods in the two years ended
June 30, 1997 is set forth below (000's omitted, except for per unit amounts):











<PAGE> 65

<TABLE>
<CAPTION>
                                                                                Quarter Ended
                                                         -------------------------------------------------------------
                                                         September 30,   December 31,   March 31,   June 30,
                                                             1996            1996         1997        1997      Total
                                                         -------------   ------------   ---------   --------   -------

<S>                                                         <C>            <C>           <C>        <C>        <C>
Year Ended June 30,1997:
Revenues                                                    $     0        $20,630       $33,865    $ 8,503    $62,998
Income (loss) from continuing operations                     (3,207)         4,544        10,006    (10,923)       420
Net income (loss)                                            (3,207)         4,544        10,006    (10,923)       420
Net income (loss) applicable to Limited Partners             (3,150)         4,444         9,791    (10,727)       358
Per Unit:
  Income (loss) from continuing operations applicable
   to Limited Partners                                        ($.54)          $.76         $1.83     ($2.10)      $.06
  Net income (loss) applicable to Limited Partners            ($.54)          $.76         $1.83     ($2.10)      $.06
  Distributions declared to BCLP unitholders:                                $1.00                               $1.00
</TABLE>


<TABLE>
<CAPTION>
                                                                                Quarter Ended
                                                         -------------------------------------------------------------
                                                         September 30,   December 31,   March 31,   June 30,
                                                             1995            1995         1996        1996      Total
                                                         -------------   ------------   ---------   --------   -------

<S>                                                         <C>            <C>           <C>         <C>       <C>
Year Ended June 30, 1996:
Revenues                                                    $     0        $21,615       $34,062     $9,103    $64,780
Income (loss) from continuing operations                     (3,008)         8,649        10,913       (767)    15,787
Net income (loss)                                            36,205          7,849        10,913       (767)    54,200
Net income (loss) applicable to Limited Partners             35,301          7,707        10,677       (776)    52,909
Per Unit:
  Income (loss) from continuing operations applicable
   to Limited Partners                                        ($.49)         $1.46         $1.84      ($.13)     $2.59
  Net income (loss) applicable to Limited Partners            $5.75          $1.33         $1.84      ($.13)     $8.89
  Distributions declared to BCLP unitholders:                                                         $1.50      $1.50
</TABLE>


Note M - Income Taxes

For  financial  reporting  purposes a valuation  allowance  of $7.9 million was
established in 1994 to reduce the deferred tax assets  (principally  related to
intangibles)  acquired in the merger to the amount  considered  realizable on a
more likely than not basis. The allowance was eliminated in 1995 as a result of
the closing of the agreement between BCLP and Fox Television,  Inc. (see Note A
- Basis of Presentation).  Taxes related to the agreement have been provided as
a component of income from discontinued operations.  Components of deferred tax
liabilities  and assets,  all of which  relate to  Holdings  or its  subsidiary
partnerships BCCLP and BCBLP, are as follows:



<PAGE> 66

<TABLE>
<CAPTION>
                                                                           June 30
                                                            ---------------------------------------
                                                               1997          1996          1995
                                                            -----------   -----------   -----------

<S>                                                         <C>           <C>           <C>
Deferred tax liabilities:
  Deposit related to issuance of option to acquire 26% 
   partnership interest in BCBLP (tax over financial 
   basis)                                                                               $ 6,000,000 
  Financial basis in excess of tax basis of assets
   related to restructuring of ownership of BCCLP           $20,100,000   $20,100,000    11,000,000
                                                            ---------------------------------------
      Total deferred tax liabilities                         20,100,000    20,100,000    17,000,000
Deferred tax assets:
  Intangibles arising from acquisition of BCBLP in a 
   merger accounted for as a transaction between entities
   under common control (tax over financial basis)                                       11,000,000
                                                            ---------------------------------------
      Net deferred tax assets                                                            11,000,000
                                                            ---------------------------------------
      Net deferred tax liability                            $20,100,000   $20,100,000   $ 6,000,000
                                                            =======================================
</TABLE>

At June 30, 1997,  deferred  taxes of  $20,100,000  represent  the tax effected
difference  between the tax and financial  statement bases of the net assets of
Holdings and CII.

At June 30,  1997,  the tax basis of the net  assets  of BCLP and CLP  exceeded
their financial bases by  approximately  $45,000,000,  consisting  primarily of
Deferred Compensation of $13,000,000,  other compensation of $4,000,000 and the
National  Basketball  Franchise  of  $28,000,000.  A  substantial  part  of the
Deferred  Compensation will be paid prior to July 1, 1998, when BCLP may become
subject to federal  income taxes.  No deferred tax assets or  liabilities  have
been  provided  for these  differences  because BCLP and CLP are not subject to
income taxes.

The  provision  for income taxes  included in the  consolidated  statements  of
income consists of the following:
















<PAGE> 67

<TABLE>
<CAPTION>
                                   1997          1996           1995
                                ----------    -----------    ----------

<S>                             <C>           <C>            <C>
Current:
  Federal                       $1,100,000    $ 2,550,000    $5,000,000
  State                            300,000        800,000     1,750,000
                                ---------------------------------------
    Total current                1,400,000      3,350,000     6,750,000
                                ---------------------------------------

Deferred:
  Federal                                      12,500,000
  State                                         3,800,000
                                ---------------------------------------
    Total deferred                             16,300,000
                                ---------------------------------------
                                $1,400,000    $19,650,000    $6,750,000
                                =======================================
</TABLE>

A reconciliation  of the statutory  federal income tax rate applied to reported
pre-tax earnings of CII, CCC,  Holdings,  BCCLP and BCBLP  ($3,270,000 in 1997,
$60,252,000  in 1996 and  $23,400,000  in 1995)  before  deduction  of  taxable
minority  interest  ($6,800,000  in  1995)  to the  effective  tax  rate of the
provision is:

<TABLE>
<CAPTION>
                                                         1997      1996      1995
                                                         -----     -----     ------

<S>                                                      <C>       <C>        <C>
Statutory federal income tax rate                        34.0%     34.0%      34.0%
State income taxes, net of federal tax benefit            6.2       6.3        6.3
Income tax applicable to sale of BCBLP charged to 
 discontinued operations when the sale was realized                          (11.7)
Benefit from recognition of deferred tax assets 
 resulting from prior merger transaction                           (8.2)
Other                                                     2.6       0.5        0.5
                                                         --------------------------
Effective tax rate                                       42.8%     32.6%      29.1%
                                                         ==========================
</TABLE>

Note N - Accounts Payable and Accrued Expenses

The balances  include  accrued  compensation  of $11,163,000 and $12,265,000 at
June 30, 1997 and 1996,  respectively,  and accrued  management fees of $70,000
and  $805,000  due  to  the  general   partners  of  the  Partnership  and  its
subsidiaries at June 30, 1997 and 1996, respectively.

Note O - Redemptions of Partnership Interests



<PAGE> 68

On November 30, 1996, the Partnership, through its wholly-owned subsidiary CCC,
acquired an aggregate of 780,000 units  representing  assignments of beneficial
ownership of limited partnership interest in BCLP. The units were acquired from
a principal  unitholder  and an entity which is an affiliate of the  unitholder
for an  aggregate  purchase  price of  $22,880,000,  or $29.3333  for each unit
acquired. On June 30, 1997, the Partnership purchased these units from CCC. The
units  acquired have been  classified as treasury  units and the purchase price
has been recorded as a reduction of BCLP Limited  Partners  Capital  (Deficit).
Upon the acquisition of the units, the principal  unitholder  resigned from his
positions as Vice Chairman of the Board and as a director of Celtics, Inc.

On August 30, 1995 the  Partnership  redeemed  an  aggregate  of 758,444  units
representing   assignments  of  beneficial  ownership  of  limited  partnership
interest in BCLP.  The redeemed  units were  beneficially  owned by a principal
unitholder  and his family.  The principal  unitholder  received two notes from
BCLP in exchange  for 668,144  units  acquired by BCLP from him.  The two notes
have an aggregate  initial face amount of $14,365,096  equal to $21.50 per unit
for each unit  acquired  from him. The two notes,  which are due and payable on
July  1,  2000  (unless  prepaid  earlier  pursuant  to  mandatory   prepayment
provisions  contained therein) also provide that the amounts to be paid to such
unitholder  pursuant to the terms of the notes will be  increased  by specified
amounts on each July 1 during their term. If the principal unitholder holds the
two notes  until  July 1,  2000,  he would be  entitled  to  receive  aggregate
payments (excluding  interest) in the amount of $20,044,320 equal to $30.00 per
unit for each unit acquired  from him. Each of the notes bear interest  payable
quarterly at the rate of 7.76% per annum. Interest of $2,247,134 and $2,008,909
related  to  these  notes  was  charged  to   operations   in  1997  and  1996,
respectively.  At June 30, 1997, the aggregate balance of the notes,  including
scheduled  increases in the note balances,  amounted to $16,409,617.  Under the
terms of the redemption,  the principal  unitholder's  family members were paid
$1,941,450,  equal to $21.50 in cash for each of the 90,300 units acquired from
them.


























<PAGE> 69

                                 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 CELTICS LIMITED PARTNERSHIP

                                        By: Celtics, Inc., General Partner
                                            -----------------------------------

Date:  September 26, 1997               By: /s/ PAUL E. GASTON
                                            -----------------------------------
                                            Paul E. Gaston
                                            Chairman of the Board and Director

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934,  this
report  has been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
       Signature                      Title*                       Date
-----------------------     ---------------------------     ------------------

<S>                         <C>                             <C>
/s/ STEPEN C. SCHRAM        Director and President          September 26, 1997
    Stephen C. Schram


/s/ DON F. GASTON           Director                        September 26, 1997
    Don F. Gaston


/s/ PAULA B. GASTON         Director                        September 26, 1997
    Paula B. Gaston


/s/ JOHN H.M. LEITHEAD      Director                        September 26, 1997
    John H.M. Leithead


/s/ JOHN B. MARSH, III      Director                        September 26, 1997
    John B. Marsh, III


/s/ RICHARD G. POND         Executive Vice President,       September 26, 1997
    Richard G. Pond         Chief Financial Officer and
                            Chief Accounting Officer

<FN>
<F*>   Title indicates position with General Partner.
</FN>
</TABLE>




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