June 27, 1997




Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

       Boston Financial Tax Credit Fund VIII, A Limited Partnership
       Form 10-K Annual Report for the Year Ended March 31, 1997
       Commission File Number 0-26522


Gentlemen:

Pursuant to the requirements of Section 15(d) of the Securities  Exchange Act of
1934, there is filed herewith one copy of the subject report.  

Very truly yours,




/s/ Veronica Curioso
Veronica Curioso
Assistant Controller



TC810K.9



<PAGE>




                            UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC 20549

                              FORM 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
March 31, 1997                                    33-68088

                 BOSTON  FINANCIAL  TAX CREDIT FUND VIII,  A
                  LIMITED   PARTNERSHIP   (Exact  name  of
                   registrant as specified in its charter)

 Massachusetts                                        04-3205879
--------------------------                          ---------------------------
 (State of organization)                            (I.R.S. Employer
                                                     Identification No.)

     101 Arch Street, 16th Floor
       Boston, Massachusetts                           02110-1106
-------------------------------                     ---------------------------
        (Address of Principal                       (Zip Code)
          executive office)

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

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

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

                     UNITS OF LIMITED PARTNERSHIP INTEREST
                               (Title of Class)
                                 200,000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
                                    Yes X No __

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

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

                           $36,497,000 as of March 31, 1997


<PAGE>




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

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

Report on Form 8-K dated April 8, 1994          Part I, Item 1


Report on Form 8-K dated June 14, 1994          Part I, Item 1

Acquisition Reports                             Part I, Item 1

Prospectus - Sections Entitled:

     "Investment Objectives and Policies -
      Principal Investment Objectives"          Part I, Item 1

     "Investment Risks"                         Part I, Item 1

     "Estimated Use of Proceeds"                Part III, Item 13

     "Management Compensation and Fees"         Part III, Item 13

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







<PAGE>
           BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

           ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997


                               TABLE OF CONTENTS

                                                                     
                                                          Page No.   

PART I

     Item 1  Business                                         K-3
     Item 2  Properties                                       K-5
     Item 3  Legal Proceedings                                K-10
     Item 4  Submission of Matters to a Vote of
              Security Holders                                K-10

PART II

     Item 5  Market for the Registrant's Units and
              Related Security Holder Matters                 K-10
     Item 6  Selected Financial Data                          K-11
     Item 7  Management's Discussion and Analysis of
              Financial Condition and Results of Operations   K-12
     Item 8  Financial Statements and Supplementary Data      K-14
     Item 9  Changes in and Disagreements with Accountants
              on Accounting and Financial Disclosure          K-14

PART III

     Item 10 Directors and Executive Officers
                  of the Registrant                           K-14
     Item 11 Management Remuneration                          K-16
     Item 12 Security Ownership of Certain Beneficial
              Owners and Management                           K-16
     Item 13 Certain Relationships and Related Transactions   K-17

PART IV

     Item 14 Exhibits, Financial Statement Schedule and
              Reports on Form 8-K                             K-19

SIGNATURES                                                    K-20


<PAGE>


                              PART I


Item 1.  Business

Boston  Financial Tax Credit Fund VIII, A Limited  Partnership (the "Fund") is a
Massachusetts  limited  partnership  formed on August 25, 1993 under the laws of
the   Commonwealth   of   Massachusetts.   The  Fund's   partnership   agreement
("Partnership  Agreement") authorizes the sale of up to 200,000 Units of limited
partnership  interest  at $1,000 per Unit in series.  The first  series  offered
50,000 Units.  On July 29, 1994,  the Fund held its final investor  closing.  In
total the Fund had raised  $36,497,000  ("Gross  Proceeds")  through the sale of
36,497 Units.  Such amounts  exclude a fractional  unregistered  Unit previously
acquired  for  $100 by the  Initial  Limited  Partner.  The  offering  of  Units
terminated on March 29, 1995.

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

The Fund has invested as a limited partner in other limited partnerships ("Local
Limited  Partnerships")  which own and operate  residential  apartment complexes
("Properties")  some of which are expected to benefit from some form of federal,
state or local  assistance  programs  and all of which  qualify  for  low-income
housing tax credits  ("Tax  Credits")  added to the  Internal  Revenue Code (the
"Code") by the Tax Reform Act of 1986.  The  investment  objectives  of the Fund
include the  following:  (i) to provide  investors with annual tax credits which
they may use to reduce their federal income taxes;  (ii) to provide limited cash
distributions from the operations of apartment complexes;  and (iii) to preserve
and protect the Fund's capital. There cannot be any assurance that the Fund will
attain any or all of these investment objectives.  A more detailed discussion of
these investment objectives, along with the risks in achieving them is contained
in the sections of the Prospectus entitled "Investment Objectives and Policies -
Principal  Investment  Objectives"  and  "Investment  Risks",  which are  herein
incorporated by this reference.

Table A on the following  page lists the  properties  owned by the Local Limited
Partnerships in which the Fund had invested as of March 31, 1997. Item 7 of this
Report contains other significant information with respect to such Local Limited
Partnerships.  The terms of the  acquisition  of each Local Limited  Partnership
interest have been described in the Form 8-Ks and a supplement to the Prospectus
listed  in  Part  IV  of  this  Report  on  Form  10-K;  such  descriptions  are
incorporated herein by this reference.


<PAGE>


                                TABLE A

                         SELECTED LOCAL LIMITED
                            PARTNERSHIP DATA
<TABLE>
<CAPTION>

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

<S>                                             <C>                                         <C> 

Green Wood                                      Gallatin, TN                                03/02/94

Webster Court                                   Kent, WA                                    05/13/94

Springwood                                      Tallahassee, FL                             12/15/94

Meadow Wood of Pella                            Pella, IA                                   06/03/94

Hemlock Ridge                                   Livingston Manor, NY                        04/29/94

Pike Place                                      Fort Smith, AR                              01/31/94

West End Place                                  Springdale, AR                              01/12/94

Oak Knoll Renaissance                           Gary, IN                                    11/01/94

Beaverdam Creek                                 Mechanicsville, VA                          11/16/94

Live Oaks Plantation                            West Palm Beach, FL                         06/28/94


</TABLE>

*   The Fund's interest in profits and losses of each Local Limited  Partnership
    arising from normal operations is generally 99%, except for Springwood which
    is 79.20%,  Hemlock  Ridge  which is 77%,  and Pike Place and West End Place
    which  are  90%.  Profits  and  losses  arising  from  sale  or  refinancing
    transactions  are allocated in accordance with the respective  Local Limited
    Partnership Agreement.

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



<PAGE>


Each Local Limited  Partnership  has, as its general  partners  ("Local  General
Partners"),  one or more individuals or entities not affiliated with the Fund or
its General Partner.  In accordance with the partnership  agreements under which
such entities are organized ("Local Limited Partnership  Agreements"),  the Fund
depends on the Local General  Partners for the  management of each Local Limited
Partnership. As of March 31, 1997, the following Local Limited Partnerships have
a common Local  General  Partner or affiliated  group of Local General  Partners
accounting  for the  specified  percentage  of the original  investment in Local
Limited  Partnerships:  (i) Green Wood and Springwood  representing  21.73% have
Flournoy Development Company as Local General Partner;  (ii) Pike Place and West
End Place  representing  12.9% have Lindsey  Management Company as Local General
Partner.  The Local General Partners of the remaining Local Limited Partnerships
are  identified  in the  Acquisition  Reports which are herein  incorporated  by
reference.

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

The Fund is managed by Arch Street VIII  Limited  Partnership,  the sole General
Partner of the Fund.  To  economize on direct and indirect  payroll  costs,  the
Fund,  which does not have any employees,  reimburses The Boston Financial Group
Limited  Partnership,  an affiliate of the General Partner, for certain expenses
and overhead  costs. A complete  discussion of the management of the Fund is set
forth in Item 10 of this Report.


Item 2.  Properties

The Fund owns limited  partnership  interests in ten Local Limited  Partnerships
which  own and  operate  Properties,  some of which  benefit  from  some form of
federal,  state, or local  assistance  programs and all of which qualify for the
Tax  Credits  added  to the  Code by the Tax  Reform  Act of  1986.  The  Fund's
ownership interest in the Local Limited  Partnerships is generally 99%, with the
exception of  Springwood  which is 79.20%,  Hemlock Ridge which is 77%, and Pike
Place and West End Place which are 90%.


<PAGE>



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

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

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

<PAGE>



                                    

<TABLE>
<CAPTION>

                                                      Capital Contributions      Mtge. loans                       Occupancy
Local Limited Partnership       Number      Total Committed   Paid Through       payable at                            at
Property Name                     of         at March 31,      March 31,        December 31,       Type of          March 31,
Property Location             Apt. Units         1997            1997              1996            Subsidy*          1997
--------------------------    ------------ -----------------  --------------    --------------    ------------    ---------------
<S>                              <C>        <C>               <C>               <C>                 <C>               <C>


Green Wood Apartments,
   a Limited Partnership
Green Wood Apartments
Gallatin, TN                     164        $3,825,916        $3,825,916        $5,268,002          None              90%

Webster Court Apartments
   a Limited Partnership
Webster Court Apartments
Kent, WA                          92         2,318,078         2,318,078         2,890,712          None              89%

Springwood Apartments
   a Limited Partnership (1)
Springwood Apartments
Tallahassee, FL                  113         2,504,393         2,504,393         3,966,075          None              97%

Meadow Wood Associates
   of Pella, a Limited Partnership
Meadow Wood of Pella
Pella, IA                         30           893,808           893,808         1,151,128          Section 8         96%

RMH Associates, a Limited
   Partnership (1)
Hemlock Ridge
Livingston Manor, NY             100         1,697,298         1,697,298         2,224,315          Section 8         91%

Pike Place, a Limited
   Partnership (1)
Pike Place
Fort Smith, AR                   144         1,915,328         1,915,328         3,362,591          None              99%

</TABLE>

<PAGE>

<TABLE>
<CAPTION>


                                                   Capital Contributions       Mtge. loans                     Occupancy
Local Limited Partnership    Number      Total Committed    Paid Through        payable at                        at
Property Name                 of          at March 31,        March 31,         December 31,      Type of       March 31,
Property Location          Apt. Units          1997             1997              1996            Subsidy*        1997
------------------------  ------------    -------------    ---------------    ----------------    ------------  -----------
<S>                            <C>          <C>             <C>                 <C>                <C>             <C>

West End Place, a Limited
   Partnership (1)
West End Place
Springdale, AR                 120          1,843,010       1,843,010           2,967,168          None            100%

Oak Knoll Renaissance, a
   Limited Partnership
Oak Knoll Renaissance
Gary, IN                       256          4,922,412       4,465,862           5,479,042          Section 8       100%

Beaverdam Creek Associates,
   a Limited Partnership (2)
Beaverdam Creek
Mechanicsville, VA             120          3,629,140       3,629,140           3,393,438          None            100%

Schickedanz Brothers Palm
   Beach Limited
Live Oaks Plantation
West Palm Beach, FL            218          5,587,953       5,587,953           7,887,047          None             89%
                               -----     -------------    ------------        ------------
                               1,357      $29,137,336     $28,680,786         $38,589,518
                               ======     ===========     ===========          ===========
</TABLE>

(1)          Boston  Financial Tax Credits Fund VIII has 79.20%  interest in 
             Springwood  Apartments,  L.P., a 77% interest in RMH  Associates, 
             L.P., and a 90% interest in Pike Place, L.P. and West End Place, 
             L.P.  The mortgage payable balances represent 100% of the 
             outstanding balances.

(2)          The amount paid includes funds advanced under a promissory note 
             agreement with Boston Financial Tax Credit Fund VIII, a Limited 
             Partnership.

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



<PAGE>



                                      
Four Local Limited Partnerships invested in by the Fund each represent more than
10% of the total capital  contributions to be made to Local Limited Partnerships
by the Fund.  These Local Limited  Partnerships  are as follows:  (i) Green Wood
Apartments  Limited  Partnership  with  Flournoy  Development  Company  as Local
General Partner;  (ii) Oak Knoll Renaissance  Limited Partnership with Ronald M.
Gatton  Redevelopment  Services as Local General Partner;  (iii) Beaverdam Creek
Associates  Limited  Partnership  with Castle  Development  Corporation as Local
General Partner;  and (iv) Schickedanz  Brothers Palm Beach Limited  Partnership
which owns Live Oaks  Plantation  and has  Schickedanz  Enterprise  as its Local
General Partner.

Green  Wood  Apartments  Limited  Partnership,  representing  13.1% of the total
original investment in the Local Limited Partnerships, has obtained a $5,322,000
mortgage loan payable at 8.860% per annum with monthly payments of principal and
interest in the amount of $42,287 due through August 1, 2110.

Oak  Knoll  Renaissance  Limited  Partnership,  representing  16.9% of the total
original investment in the Local Limited  Partnerships,  has obtained a mortgage
loan  payable at 10.125%  per annum  with  monthly  payments  of  principal  and
interest  in the amount of $52,205 due through  June 1, 2018.  The  construction
loan of  $5,676,337  with the City of Gary,  Indiana,  was  repaid  in 1996 when
permanent financing was obtained.

Beaverdam  Creek  Associates   Limited   Partnership   ("Beaverdam  Creek  LP"),
representing  12.4%  of the  total  original  investment  in the  Local  Limited
Partnerships,  had obtained a construction loan in the original principal amount
of $3,970,000 from the Virginia Housing and Development Authority ("VHDA").  The
loan is evidenced by three mortgage notes,  one in the amount of $2,420,000 from
VHDA,  one in the amount of $550,000 from First Union  National Bank of Virginia
("First  Union") as a Supplemental  Mortgage Loan and the third in the amount of
$1,000,000 from Virginia Housing Partnership Revolving Fund ("VHPRF").  The VHDA
mortgage note bears interest at 10.62% per annum.  The First Union mortgage note
bears interest at it's current prime rate plus 1% per annum.  The VHPRF mortgage
note bears  interest at 8% per annum during the  construction  period and 5% per
annum thereafter.

Final  closing of the  construction  loan  occurred on December  15,  1995.  The
permanent loans from VHDA and VHPRF of $2,420,000 and $1,000,000,  respectively,
are to be repaid on a level annuity basis by 360 equal payments of principal and
interest  of $22,354 and $5,368 as  established  by VHDA at final  closing.  The
$550,000 mortgage loan from First Union was paid in full as of December, 1995.

Additionally, on November 16, 1994, Beaverdam Creek LP entered into a promissory
note  agreement   with  Boston   Financial  Tax  Credit  Fund  VIII,  a  Limited
Partnership,  an investor  Limited  Partner.  $2,563,040  was advanced under the
agreement. The promissory note was unsecured and bore interest at the rate of 7%
per annum.  All  outstanding  principal and accrued  interest in connection with
this note were deemed paid and classified as capital  contributions by the Local
Limited Partnership upon final closing of the mortgage during fiscal year 1996.

Schickedanz Brothers Palm Beach Limited  Partnership,  representing 19.2% of the
total  original  investment in the Local Limited  Partnerships  entered into two
loan agreements.  The first is a construction  loan agreement with First Housing
Development Corporation of Florida ("First Housing") with a principal amount not
to exceed $6,150,000. This loan was refinanced on June 28, 1996 and the new loan
is with Newport  Mortgage  Company,  L.P., in the original amount of $6,493,000.
The loan bears  interest at a rate of 8.94% per annum with  monthly  payments of
principal and interest in the amount of $51,964 due through July 7, 2026.

The second is a Home loan agreement  with the Florida  Housing  Finance  Agency,
with a  principal  amount  not to  exceed  $1,531,000.  Interest  on the  unpaid
principal  balance shall be due at the Applicable  Federal Rate ("AFR") for long
term  obligations  as of the  commencement  date of the loan.  Interest shall be
payable  at 3% per annum  commencing  on June 30,  1995.  Deferred  interest  is
compounded  annually and is due together with the principal  balance on February
28, 2025. As of December 31, 1996,  total funds in the amount of $1,416,000 have
been drawn on the loan.

The duration of the leases for occupancy in the Properties  described above will
be six to twelve months.  The General Partners believe the Properties  described
herein are adequately covered by insurance.

Additional  information required under this Item, as it pertains to the Fund, is
contained in Items 1, 7 and 8 of this Report.

Item 3.  Legal Proceedings

The Fund is not a party to any pending legal or administrative  proceeding,  and
to the  best  of  its  knowledge,  no  legal  or  administrative  proceeding  is
threatened or contemplated against it.


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

None.


                                     PART II

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

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

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

As of March 31, 1997, there were 1,393 record holders of Units of the Fund.

Cash distributions, when made, are paid annually.  For the years ended March 31,
1997, 1996 and 1995, no cash distributions were made.



<PAGE>


Item 6.  Selected Financial Data

The following  table sets forth  selected  financial  information  regarding the
Fund's financial position and operating results. This information should be read
in conjunction with Management's  Discussion and Analysis of Financial Condition
and Results of Operations and the Financial Statements and Notes thereto,  which
are included in Items 7 and 8 of this Report.
<TABLE>
<CAPTION>

                                                    March 31,        March 31,        March 31,         March 31,
                                                      1997             1996             1995              1994
<S>                                              <C>              <C>               <C>              <C>                     

Revenue                                          $      100,536   $      511,713    $     763,502    $           60
Equity in losses of Local Limited
 Partnerships                                        (1,922,556)        (881,551)        (161,157)                -
Net income (loss)                                    (2,247,908)        (782,504)         160,473          (37,214)
Per Limited Partnership Unit (A)                        (60.98)          (21.23)             5.52            (6.02)
Cash, cash equivalents and marketable securities      1,716,088        3,781,596         12,070,602      3,863,840
Investment in Local Limited
Partnerships, at original cost                       29,861,509       27,143,995       20,014,349         2,087,172
Total assets (B)                                     29,078,258       31,277,311       32,240,835         6,000,179
Cash Distribution                                             -                -                -                 -
Other data:
Passive loss (C)                                     (2,936,579)      (1,638,463)        (511,934)                -
Per Limited Partnership Unit (C)                        (79.66)          (44.44)          (13.89)                 -
Portfolio income (C)                                    161,828          764,632          628,323                 -
Per Limited Partnership Unit (C)                          4.39             20.74          17.04                   -
Low-Income Housing Tax Credit (C)                     5,234,045        3,307,725          313,289                 -
Per Limited Partnership Unit (C)                        141.98             89.72              8.50                -
Local Limited Partnership interests
owned at end of period                                       10              10                10                1

</TABLE>

(A)  Per Limited  Partnership Unit data is based upon 36,497 units for the years
     ended  March 31,  1997 and 1996,  and a  weighted  average  number of units
     outstanding  of 28,774 and 6,123 for the year ended  March 31, 1995 and the
     period December 6, 1993 to March 31, 1994, respectively.

(B) Total assets include the net investment in Local Limited Partnerships.

(C)  Income Tax  information  is as of December 31, the year end of the Fund for
     income tax purposes.  Per Limited  Partnership  Unit data is based upon the
     final  investor  closing  held on July  29,  1994  for a  total  of  36,497
     outstanding Units.

Allocations to individual investors for the tax year ended December 31, 1994 are
based on the individual's admission date to the Fund.


<PAGE>



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

Liquidity and Capital Resources

At March  31,  1997,  the Fund had cash  and cash  equivalents  of  $273,412  as
compared to $71,715 at March 31, 1996.  This increase is primarily  attributable
to proceeds from sales and  maturities of marketable  securities  exceeding cash
paid for investments in Local Limited  Partnerships,  the purchase of marketable
securities and operating activities.

The Fund also has  restricted  cash of $503,031 at March 31,  1997.  These funds
represent  escrowed  funds to be applied to future capital  contributions  to be
made to one of the Local  Limited  Partnerships  in which the Fund has invested.
The funds are scheduled to be released on July 31, 1997.

As of March 31, 1997, approximately $1,549,000 of marketable securities has been
designated  as Reserves.  The Reserves  are  established  to be used for working
capital of the Fund and contingencies  related to the ownership of Local Limited
Partnership  interests.  Management  believes that the interest income earned on
Reserves,   along  with  cash   distributions   received   from  Local   Limited
Partnerships,  to the extent  available,  will be  sufficient to fund the Fund's
ongoing  operations.  Reserves may be used to fund  operating  deficits,  if the
Managing General Partner deems funding appropriate.

At March 31, 1997, the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local  Limited  Partnership  Agreement and
total approximately $457,000.

Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide  additional  funds to Local  Limited  Partnerships  beyond its specified
investment.  Thus, as of March 31, 1997,  the Fund had no  contractual  or other
obligation to any Local Limited Partnership, which had not been paid or provided
for, except as disclosed above.

In the  event a Local  Limited  Partnership  encounters  operating  difficulties
requiring  additional  funds,  the Fund might deem it in its best  interests  to
voluntarily  provide  such funds,  in order to protect its  investment.  No such
event has occurred to date.

Cash Distributions

No cash  distributions  were made  during the year ended March 31,  1997.  It is
expected that cash available for  distribution,  if any, will not be significant
in fiscal  year 1998.  As funds  from  temporary  investments  are paid to Local
Limited  Partnerships,  interest earnings on those funds decrease.  In addition,
some of the properties  benefit from some type of federal or state subsidy,  and
as a consequence, are subject to restrictions on cash distributions.

Results of Operations

1997 versus 1996

For the year ended March 31, 1997, the Fund's operations  resulted in a net loss
of  $2,247,908,  as compared to $782,504 for the year ended March 31, 1996.  The
increase in net loss is attributable to an increase in equity in losses of Local
Limited Partnerships and a decrease in investment and other income.

The change in equity in losses of Local Limited  Partnerships for the year ended
March 31, 1997, as compared to the same period in 1996 is primarily attributable
to the timing of  construction  completion.  Since many of the  properties  were
under  construction  during the year ended  December  31,  1995,  the results of
operations  for the period ended  December 31, 1995 were not  comparable  to the
results of operations for the year ended December 31, 1996.
<PAGE>

1996 versus 1995

For the year ended March 31, 1996, the Fund's operations  resulted in a net loss
of $782,504,  as compared to net income of $160,473 for the year ended March 31,
1995. The change to a net loss position is attributable to an increase in equity
in losses of Local Limited Partnerships and a decrease in investment income.

The change in equity in losses of Local Limited  Partnerships for the year ended
March 31, 1996, as compared to the same period in 1995 is primarily attributable
to an increase in the number of operational Local Limited Partnerships from five
as of March 31,  1995 to ten as of March 31,  1996.  The  decline in  investment
income is due  primarily  to lower  average  cash  balances,  as a result of the
Fund's investment in Local Limited Partnerships.

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement of Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of,  which is  effective  for  fiscal  years
beginning after December 15, 1996. This standard requires that long-lived assets
be reviewed for recoverability.  Impairment losses are recognized when events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  The Fund adopted the new standard for the year ending March 31,
1997,  however,  it did not have a significant  effect on financial  position or
results of operations.

Low-Income Housing Tax Credits

The 1996 and 1995 tax credits  were  $141.98 and $89.72 per Unit,  respectively.
The  1994  tax  credits  per  Unit  were  allocated  to  investors  based on the
individual's  admission date to the Partnership.  Investors  admitted during the
first closing  received  $17.25 per Unit.  Investors  admitted in later closings
received a lower amount.  Tax Credits are not available for a property until the
property is placed in service and its apartment  units are occupied by qualified
tenants.  In the first  year the Tax Credit is  claimed,  the  allowable  credit
amount is  determined  using an  averaging  convention  to reflect the number of
months that units  comprising  the  qualified  basis were  occupied by qualified
tenants during the year. To the extent that the full amount of the annual credit
is not  allocated  in the first  year,  an  additional  credit in such amount is
available in the 11th taxable year.

As of December 31, 1995, all of the  properties had been placed in service,  and
generated Tax Credits in 1995.  Some of the properties had less than a full year
of  operations in the period ended  December 31, 1995.  They were subject to the
averaging convention  mentioned above and therefore,  the Fund did not receive a
full allocation of Tax Credits with respect to those properties in 1995. The Tax
Credits per Limited Partnership Unit  have  stabilized at approximately $142 per
unit, as properties have reached completion and have become fully leased.  Since
the  Tax Credits  have stabilized,  the  annual amount allocated to investors is
expected to remain the  same for about seven years.  In years eight through ten,
the credits are expected to decrease as Properties reach the end of the ten year
credit period.

Property Discussions

The Fund is invested in ten Local Limited  Partnerships which own ten properties
located in eight  states.  Two  properties,  representing  356 units,  underwent
rehabilitation,   and  eight  properties,   representing  1001  units,  are  new
construction.  All of the ten properties are complete,  through initial lease-up
and operating satisfactorily.

<PAGE>

Inflation and Other Economic Factors

Inflation had no material impact on the operations or financial condition of the
Fund for the years ended March 31, 1997, 1996, and 1995.

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

Certain  of the  properties  in which the Fund  invests  may be located in areas
suffering from poor economic  conditions.  Such conditions could have an adverse
effect  on the  rent  or  occupancy  levels  at such  properties.  Nevertheless,
management believes that the generally high demand for below market rate housing
will tend to negate such  factors.  However,  no assurance  can be given in this
regard.


Item 8.  Financial Statements and Supplementary Data

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


Item 9.  Changes in and Disagreements with Accountants on Accounting and 
Financial Disclosure

On November  10,  1995,  the firm of Arthur  Andersen  LLP was  dismissed as the
principal accountant to audit the registrant's financial statements.  The report
on the  financial  statements of the  registrant by Arthur  Andersen LLP for the
year ending March 31, 1995 did not contain any adverse  opinion or disclaimer of
opinion,  and was not qualified or modified as to  uncertainty,  audit scope, or
accounting  principles.  The decision to change  accountants was approved by the
Board of Directors of the General Partner of the registrant.

During the year ending  March 31, 1995 and for the  subsequent  interim  period,
April 1, 1995 through November 10, 1995, there were no disagreements with Arthur
Andersen LLP on any matter of  accounting  principles  or  practices,  financial
statement disclosure, or auditing scope or procedure.

The firm of Coopers & Lybrand L.L.P. has been engaged as principal accountant to
audit the registrant's financial statements.


                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

The  General  Partner of the Fund is Arch  Street VIII  Limited  Partnership,  a
Massachusetts  limited partnership (the "General Partner"),  an affiliate of The
Boston Financial Group Limited Partnership ("Boston Financial"), a Massachusetts
limited partnership.

The General  Partner was formed in August  1993.  William E.  Haynsworth  is the
Chief  Operating   Officer  of  the  General   Partner,   and  has  the  primary
responsibility  for evaluating,  selecting and  negotiating  investments for the
Fund. The Investment  Committee of the General Partner approves all investments.
The names and  positions  of the  principal  officers  and the  directors of the
General Partner are set forth below.

<PAGE>

Name Position

Georgia Murray                         President, Managing Director, Treasurer
                                         and Chief Financial Officer
Fred N. Pratt, Jr.                     Managing Director
William E. Haynsworth                  Managing Director and Chief
                                         Operating Officer
Paul F. Coughlan                       Vice President
Peter G. Fallon, Jr.                   Vice President
Randolph G. Hawthorne                  Vice President
A. Harold Howell                       Vice President
Jenny Netzer                           Vice President

The General Partner provides day-to-day management of the Fund.  Compensation is
discussed in Item 11 of this report.  Such day-to-day management does not
include the management of the properties.

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

Georgia  Murray,  age 46, is a graduate  of Newton  College of the Sacred  Heart
(B.A.,  1972).  She joined Boston  Financial  Management  Company in 1973 and is
currently a Senior Vice President of Boston Financial. Ms. Murray is a member of
the  Senior  Leadership  Team and Board of  Directors,  and  leads the  Property
Management division.  Previously, she led the company's Institutional Tax Credit
Team and managed Boston Financial's  Investment Real Estate and Asset Management
divisions.  Ms. Murray currently serves as a Director of Atlantic Bank and Trust
Co.,  President  of the  Institute  for  Multi-Family  Housing,  director of the
Investment Program Association, and member of the Direct Investment Committee of
the  Securities  Industry  Association.  Previously,  she served as the Industry
Advisor to the Management Policy Review Committee of the  Massachusetts  Housing
Finance Agency and as a commissioner of the Boston Public Facilities Department.

Fred N. Pratt,  Jr., age 52, graduated from Tufts University and the Amos Tuck 
School of Business  Administration  at Dartmouth  College.  Mr. Pratt was one of
the original  employees of Boston Financial when it was founded in late 1969. He
currently serves as Boston  Financial's  Chief Executive  Officer and Chairman
of the Board of Directors of the General Partner of Boston Financial.

William E. Haynsworth,  age 57, graduated from Dartmouth College and Harvard Law
School.  Mr.  Haynsworth  was Acting  Executive  Director  of the  Massachusetts
Housing Finance Agency,  where he was also General Counsel,  prior to becoming a
Vice President of Boston  Financial in 1977 and a Senior Vice President in 1986.
He has also  served as  Director of  Non-Residential  Development  of the Boston
Redevelopment Authority and as an associate of the law firm of Goodwin,  Procter
& Hoar in Boston.  Mr.  Haynsworth is a member of the firm's  Senior  Leadership
Team and  participates  in the  structuring of real estate  investments  and the
development of new business opportunities.

Paul F. Coughlan,  age 53, is a graduate of Brown  University  (A.B.,  1965) and
served in the United  States Navy before  entering  the  securities  business in
1969. He was employed as an Account Executive by Bache & Company until 1972, and
then by Reynolds  Securities  Inc.  He joined  Boston  Financial  in 1975 and is
currently a Senior Vice President on the Institutional Tax Credit Team.

Peter G.  Fallon,  Jr.,  age 58,  graduated  from the  College of The Holy Cross
(B.S.,  1960) and Babson College  (M.B.A.,  1965). He joined Boston Financial in
1970, shortly after its formation,  and is currently a Senior Vice President and
a member of the  Investment  Real Estate  Division with  responsibility  for the
marketing of the firm's Institutional Tax Credit product.

<PAGE>

Randolph G.  Hawthorne,  age 47, is a graduate  of  Massachusetts  Institute  of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A.,  1973).
He joined  Boston  Financial in 1973 and has served as Treasurer and managed the
firm's Investment Real Estate division. He is a Senior Vice President serving on
the  Investment  Acquisitions  Team  with 22 years  of  experience  in  property
acquisitions.  Mr.  Hawthorne has primary  responsibility  for structuring  real
estate investments and developing new business opportunities.  He is a member of
the Investment Committee.  He is Chairman of the National Multi Housing Council,
a past  president  of the National  Housing and  Rehabilitation  Association,  a
member of the  Residential  Development  Council of the Urban Land  Institute as
well as a member of the Advisory Board of the Berkeley Real Estate Center at the
University of California.  A speaker at industry conferences,  he is also on the
Editorial Advisory Board of the Tax Credit Advisor.

A. Harold  Howell,  age 56,  graduated  from  Harvard  College and the Amos Tuck
School of Business  Administration at Dartmouth College. He has been employed by
Boston  Financial  since  1970.  For most of this time he has been active in the
overall  administration of Boston Financial and its affiliates but has also been
involved in other areas of its business. Mr. Howell has served as head of Boston
Financial's Property Management Division and also as its Chief Financial Officer
and Chief Executive  Officer.  He currently is a Senior Vice President and is in
charge of a program being developed for properties  managed by Boston  Financial
whereby  heads-of-households who want to further their education can enroll in a
program on-site which teaches economic self  sufficiency,  computer and internet
skills,  problem  solving  skills and  related  real-world  skills.  Mr.  Howell
recently  spent a two  year  sabbatical  from  Boston  Financial  as a  Visiting
Professor  at the  Instituto  de Estudios  Superiores  de la  Empresa,  a highly
regarded  International  M.B.A.  Program in Barcelona,  Spain.  While there,  he
taught courses in business strategy and real estate finance.

Jenny  Netzer,  age 41, is a graduate  of Harvard  University  (B.A.,  1976) and
received a Master's in Public Policy from Harvard's Kennedy School of Government
in 1982.  She joined  Boston  Financial  in 1987 and is a Senior Vice  President
leading the  Institutional Tax Credit Team, which is responsible for developing,
marketing and managing  institutional tax credit products.  Previously,  she led
the company's new business  initiatives,  helping guide the company's efforts in
the areas of publicly-traded  real estate securities and senior housing.  She is
also a member  of the  Senior  Leadership  Team,  which is  responsible  for the
strategic   direction  of  the  company.   Prior  to  working  on  new  business
initiatives,  Ms. Netzer managed the firm's Asset  Management  division.  Before
joining Boston Financial, she was Deputy Budget Director for the Commonwealth of
Massachusetts.  Ms. Netzer was also Assistant  Controller at Yale University and
has been a member of the Watertown Zoning Board of Appeals.


Item 11.  Management Remuneration

Neither the  partners of Arch Street  VIII  Limited  Partnership,  nor any other
individual with significant involvement in the business of the Fund receives any
current or proposed remuneration from the Fund.

<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management

As of March 31,  1997,  the  following  entities  are the only  entities  known
to the  Partnership  to be the  beneficial  owners of more than 5% of the Units
outstanding:
<TABLE>
<CAPTION>

                                                                      Amount
Title of Class                 Name and Address of                 Beneficially                   Percent of
                                 Beneficial Owner                      Owned                        Class
---------------           -------------------------------          --------------                -------------
<S>                      <C>                                       <C> 

Limited                  Pierce National Life Insurance            2,079 Units                      5.7%
Partner                  P.O. Box 19035
                         Greenville, SC  29602

Limited                  Eli Lilly and Company                     5,220 Units                      14.3%
Partner                  Lilly Corporate Center
                         Indianapolis, IN  46285
</TABLE>

The equity  securities  registered  by the Fund under  Section  12(g) of the Act
consist  of  200,000  Units,  36,497 of which had been sold to the  public as of
March 31, 1997.  Holders of Units are permitted to vote on matters affecting the
Fund only in certain unusual  circumstances  and do not generally have the right
to vote on the operation or management of the Fund.


As of March 31, 1997, Arch Street VIII, Inc. owns a fractional (unregistered) 
Unit not included in the Units sold to the public.

Except as described in the preceding paragraph,  neither Arch Street VIII, Inc.,
Arch  Street  VIII  Limited  Partnership,  Boston  Financial,  nor any of  their
executive officers, directors, partners or affiliates is the beneficial owner of
any Units. None of the foregoing persons possesses a right to acquire beneficial
ownership of Units.

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


Item 13.  Certain Relationships and Related Transaction

The Fund is required to pay certain fees to and  reimburse  certain  expenses of
the General Partner or its affiliates (including Boston Financial) in connection
with the  organization  of the Fund and the offering of Units.  The Fund is also
required to pay certain fees to and  reimburse  certain  expenses of the General
Partner or its affiliates  (including  Boston  Financial) in connection with the
administration of the Fund and its acquisition and disposition of investments in
Local  Limited  Partnerships.  In addition,  the General  Partner is entitled to
certain Fund distributions under the terms of the Partnership  Agreement.  Also,
an affiliate of the General  Partner will receive up to $10,000 from the sale or
refinancing proceeds of each Local Limited Partnership, if it is still a limited
partner  at  the  time  of  such  transaction.   All  such  fees,  expenses  and
distributions  paid in the  years  ended  March  31,  1997,  1996  and  1995 are
described below and in the sections of the Prospectus entitled "Estimated Use of
Proceeds",  "Management  Compensation  and Fees" and "Profits and Losses for Tax
Purposes,  Tax Credits and Cash  Distributions".  Such sections are incorporated
herein by reference.

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

Information  required  under this Item is contained  in Note 5 to the  Financial
Statements presented as a separate section of this Report. The affiliates of the
Managing  Partner  which have  received or will receive fee payments and expense
reimbursements from the Partnership are as follows:

<PAGE>

Organizational fees and expenses and selling expenses

In  accordance  with the  Partnership  Agreement,  the Fund is  required  to pay
certain  fees to and  reimburse  expenses of the  General  Partner and others in
connection  with the  organization  of the Fund and the  offering of its Limited
Partnership Units. Selling commissions, fees and accountable expenses related to
the sale of the Units totaling  $4,664,369 have been charged directly to Limited
Partners'  equity. In connection  therewith,  $2,828,918 of selling expenses and
$1,835,451 of offering expenses incurred on behalf of the Fund have been paid to
an  affiliate  of  the  General  Partner.  The  Fund  may be  required  to pay a
non-accountable expense allowance for marketing expense equal to a maximum of 1%
of Gross  Proceeds.  The Fund has  capitalized  an additional  $50,000 which was
reimbursed  to an  affiliate  of the General  Partner.  Total  organization  and
offering  expenses  exclusive of selling  commissions and underwriting  advisory
fees did not exceed 5.5% of the Gross Proceeds and  organizational  and offering
expenses,  inclusive of selling commissions and underwriting  advisory fees, did
not exceed 15.0% of the Gross Proceeds. Payments made and expenses reimbursed in
the years ended March 31, 1997, 1996 and 1995, are as follows:
<TABLE>
<CAPTION>

                                                                1997             1996              1995
                                                            ------------     -----------       --------
<S>                                                         <C>              <C>               <C>   

Organizational fees and expenses
     and selling expenses                                   $         -      $    (5,832)      $ 3,958,903

</TABLE>



Acquisition fees and expenses

In  accordance  with the  Partnership  Agreement,  the Fund is  required  to pay
acquisition fees to and reimburse acquisition expenses of the General Partner or
its affiliates for selecting, evaluating, structuring,  negotiating, and closing
the Partnership's  investments in Local Limited  Partnerships.  Acquisition fees
total 6% of the gross offering proceeds. Acquisition expenses which include such
expenses as legal fees and expenses,  travel and communications  expenses, costs
of appraisals,  accounting fees and expenses,  are expected to total 1.5% of the
gross offering proceeds. Acquisition fees totaling $2,189,820 for the closing of
the Fund's Local Limited  Partnership  Investments  were paid to an affiliate of
the General Partner.  Acquisition  expenses totaling $335,196 were reimbursed to
an affiliate of the General  Partner.  Payments made and expenses  reimbursed in
the years ended March 31, 1997, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>

                                                                1997             1996              1995
                                                            ------------     -----------       --------
<S>                                                         <C>              <C>                <C>

Acquisition fees and expenses                               $       888      $   144,429        $2,068,027
</TABLE>


Asset Management Fees

An affiliate of the General Partner receives a base amount of .544% (as adjusted
by the CPI factor) of Gross  Proceeds  annually as an Asset  Management  Fee for
administering  the affairs of the Fund.  Asset  Management  Fees incurred in the
years ended March 31, 1997, 1996 and 1995, are as follows:
<TABLE>
<CAPTION>

                                                                1997             1996              1995
                                                            ------------     -----------       --------
<S>                                                         <C>              <C>                <C>

Asset Management Fees                                       $   193,635      $   188,630        $  221,684
</TABLE>

<PAGE>

Salaries and benefits expense reimbursement

An  affiliate  of the  General  Partner  is  reimbursed  for the cost of certain
salaries and benefits expenses which are incurred by an affiliate of the General
Partner on behalf of the Fund.  The  reimbursements  are based upon the size and
complexity of the  Partnership's  operations.  Reimbursements  made in the years
ended March 31, 1997, 1996 1995, are as follows:
<TABLE>
<CAPTION>

                                                                1997             1996              1995
                                                            ------------     -----------       --------
<S>                                                         <C>              <C>                <C>

Salaries and benefits expense reimbursement                 $   108,120      $   119,711        $  100,693

</TABLE>

Property Management Fees

BFPM, an affiliate of the Managing General Partner,  currently manages Beaverdam
Creek, a property in which the Partnership has invested. The property management
fee charged is equal to 4% of cash receipts.  Included in operating  expenses in
the  summarized  income  statements  in Note 3 to the  Financial  Statements  is
$27,556  and  $11,388 of fees  earned by BFPM for the years ended March 31, 1997
and 1996, respectively.  Property construction was completed in September, 1995,
as a result, no fees were earned prior to the year ended March 31, 1996.

Cash distributions paid to the General Partners

In accordance with the Partnership  Agreement,  the General Partner of the Fund,
Arch Street VIII Limited Partnership,  receives 1% of cash distributions made to
partners.  As of March 31, 1997, the Fund has not paid any cash distributions to
partners.


                                            PART IV

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

(a)(1) and (2) Documents filed as a part of this Report

In  response to this  portion of Item 14, the  financial  statements,  financial
statement schedules and the auditors' report relating thereto,  are submitted as
a separate section of this Report. See Index on page F-1 hereof.

The reports of auditors of the Local Limited Partnerships relating to the audits
of the financial statements of such Local Limited Partnerships appear in Exhibit
(28)(1) of this Report.

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

(a)(3) See Exhibit Index contained herein.

(a)(3)(b)  Reports on Form 8-K:
    No reports on Form 8-K were filed during the quarter ended March 31, 1997.

(a)(3)(c)   Exhibits


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

   27.  Financial Data Schedule

   28.  Additional Exhibits

        (a)   28.1  Reports of Other Independent Auditors

        (b)   Audited financial statements of Local
              Limited Partnerships

                  None.

(a)(3)(d) None.
<PAGE>


                                   SIGNATURES



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

      BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

      By:   Arch Street VIII, Limited Partnership
            its General Partner



     By:   /s/William E. Haynsworth                                Date:
           William E. Haynsworth,
           Managing Director and
           Chief Operating Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the General Partner of the
Fund and in the capacities and on the dates indicated:



     By:   /s/William E. Haynsworth                                Date:
           William E. Haynsworth,
           Managing Director and
           Chief Operating Officer




     By:   /s/Fred N. Pratt, Jr.                                   Date:
           Fred N. Pratt, Jr.,
           A Managing Director



<PAGE>





Item 8.  Financial Statements and Supplementary Data


          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

          ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997
                                      INDEX

                                                                      
                                                                      Page No.


     Report of Independent Accountants
        For the years ended March 31, 1997 and 1996                      F-2
        For the year ended March 31, 1995                                F-3

     Financial Statements

        Balance Sheets - March 31, 1997 and 1996                         F-4

        Statements of Operations - Years Ended
        March 31, 1997, 1996 and 1995                                    F-5

        Statements of Changes in Partners' Equity (Deficiency) 
         - Years Ended March 31, 1997, 1996 and 1995                     F-6

        Statements of Cash Flows - Years Ended
        March 31, 1997, 1996 and 1995                                    F-7

        Notes to Financial Statements                                    F-8

     Financial Statement Schedule

       Schedule III - Real Estate and Accumulated
       Depreciation                                                      F-15


      Other  schedules  have been omitted as they are either not required or the
      information required to be presented therein is available elsewhere in the
      financial statements and the accompanying notes and schedules.



<PAGE>






                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Partners
Boston Financial Tax Credit Fund VIII, A Limited Partnership:

We have audited the  accompanying  balance sheets of Boston Financial Tax Credit
Fund VIII, A Limited  Partnership ("the Fund") as of March 31, 1997 and 1996 and
the related statements of operations,  changes in partners' equity  (deficiency)
and cash flows and the  financial  statement  schedule   listed in Item 14(a) of
this Report on Form 10-K,  for the years  ended  March 31, 1997 and 1996.  These
financial   statements   and  the   financial   statement    schedule   are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and the financial  statement  schedule
based on our audits. As of March 31, 1997 and 1996, 89% and 80% of total assets,
and for the years ended March 31, 1997 and 1996, 100% of the equity in losses of
Local Limited  Partnerships,  reflected in the financial statements of the Fund,
relate to Local  Limited  Partnerships  for which we did not audit the financial
statements.  The financial  statements of these Local Limited  Partnerships were
audited by other  auditors  whose  reports  have been  furnished  to us, and our
opinion,   insofar  as  it  relates  to  those   investments  in  Local  Limited
Partnerships, is based solely on the reports of other auditors.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. Those standards require that we plan and perform the audits 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,  based on our audits and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of Boston  Financial  Tax Credit  Fund VIII,  A Limited
Partnership,  as of March 31, 1997 and 1996,  and the results of its  operations
and its cash flows for the years ended March 31,  1997 and 1996,  in  conformity
with generally accepted accounting principles.  In addition, in our opinion, the
financial  statement schedule  referred to above, when considered in relation to
the basic financial statements taken as a whole, presents fairly,in all material
respects, the information required to be included therein.





/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June      , 1997


<PAGE>







                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Partners
Boston Financial Tax Credit Fund VIII, A Limited Partnership:

We have audited the accompanying statements of operations,  partners' equity and
cash flows of Boston Financial Tax Credit Fund VIII, A Limited Partnership ("the
Fund") for the year ended March 31, 1995.  These  financial  statements  are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these financial  statements  based on our audit. We did not audit the
financial  statements of the Local Limited Partnerships for the year ended March
31,  1995,  the  investments  in which are recorded  using the equity  method of
accounting  (see Note 3).The equity in losses of these  partnerships  represents
100% of the equity in loss of the Local Limited  Partnerships for the year ended
March 31, 1995. Those financial  statements were audited by other auditors whose
reports have been  furnished  to us, and our  opinion,  insofar as it relates to
those investments in Local Limited Partnerships,  is based solely on the reports
of other auditors.

We conducted our audit 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  audit  and the  reports  of  other  auditors,  provide  a
reasonable basis for our opinion.

In our  opinion,  based on our  audit and the  reports  of other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the results of  operations  and cash flows of Boston  Financial  Tax Credit Fund
VIII, A Limited  Partnership,  for the year ended March 31, 1995,  in conformity
with generally accepted accounting principles.





/s/ Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 16, 1995



<PAGE>
         BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP




                                      
                                 BALANCE SHEETS

                             March 31, 1997 and 1996
<TABLE>
<CAPTION>


                                                                                 1997           1996
                                                                            ------------     -------
<S>                                                                       <C>               <C>  

Assets

Cash and cash equivalents                                                 $    273,412      $     71,715
Investments in Local Limited Partnerships (Note 3)                          26,813,245        26,064,146
Restricted cash (Note 2)                                                       503,031         1,369,364
Marketable securities, at fair value (Notes 1 and 4)                         1,442,676         3,709,881
Organization costs, net of accumulated amortization
   of $30,833 in 1996 and $20,833 in 1995                                       19,167            29,167
Other assets                                                                    26,727            33,038
                                                                          ------------      ------------
         Total Assets                                                     $ 29,078,258      $ 31,277,311
                                                                          ============      ===========

Liabilities and Partners' Equity

Liabilities
     Accounts payable to affiliate (Notes 2 and 5)                        $    128,791      $     81,501
     Accrued expenses                                                           38,729            20,858
                                                                          ------------      ------------
         Total Liabilities                                                     167,520           102,359
                                                                          ------------      ------------

Commitments (Note 6)

General, Initial and Investor Limited Partners' Equity                      28,927,578        31,175,486
Net unrealized losses on marketable securities                                 (16,840)             (534)
                                                                          ------------      ------------
         Total Partners' Equity                                             28,910,738        31,174,952
                                                                          ------------      ------------
         Total Liabilities and Partners' Equity                           $ 29,078,258      $ 31,277,311
                                                                          ============      ============
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
         BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                            STATEMENTS OF OPERATIONS

                For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>


                                                                 1997             1996             1995
                                                              -----------     -----------       -------
<S>                                                           <C>               <C>             <C>   

Revenue:
     Investment                                               $     81,930      $ 419,359       $  717,241
     Other                                                          18,606         92,354           46,261
                                                              ------------      ---------       ----------
       Total Revenue                                               100,536        511,713          763,502
                                                              ------------      ---------       ----------

Expenses:
   Asset management fees, related party (Note 5)                   193,635        188,630          221,684
   General and administrative (includes
     reimbursements to an affiliate in the
     amounts of $108,120, $119,711 and $100,693
     in 1997, 1996 and 1995, respectively) (Note 5)                195,069        192,506          207,900
   Amortization                                                     37,184         31,530           12,288
                                                              ------------      ---------       ----------
       Total Expenses                                              425,888        412,666          441,872
                                                              ------------      ---------       ----------

Income (Loss) before equity in losses of
   Local Limited Partnerships                                     (325,352)        99,047          321,630

Equity in losses of Local Limited
   Partnerships (Note 3)                                        (1,922,556)      (881,551)        (161,157)
                                                              ------------      ---------       ----------

Net Income (Loss)                                             $ (2,247,908)     $(782,504)      $  160,473
                                                              ============      =========       ==========


Net Income (Loss) allocated:
   To General Partners                                        $    (22,479)     $  (7,825)      $    1,605
   To Limited Partners                                          (2,225,429)      (774,679)         158,868
                                                              ------------      ---------       ----------
                                                              $ (2,247,908)     $(782,504)      $  160,473
                                                              ============      =========       ==========

Net Income (Loss) per Limited Partnership Unit (36,497 
Units for the years ended
    March 31, 1997 and 1996, and a weighted average of
    28,774 Units for the year ended March 31, 1995)           $    (60.98)      $  (21.23)      $     5.52
                                                              ===========       =========       ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
         BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

             STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)

                For the Years Ended March 31, 1997, 1996 and 1995
<TABLE>
<CAPTION>


                                                                                     Net
                                                    Initial       Investor       Unrealized
                                     General        Limited        Limited          Gains
                                    Partners       Partners       Partners        (Losses)            Total
<S>                                 <C>             <C>        <C>               <C>         <C>          


Balance at March 31, 1994           $  1,628        $   100    $  5,324,860      $      -    $   5,326,588
                                    

Capital contributions                      -              -      30,374,000             -       30,374,000

Less:
   Selling commissions and
     underwriting advisory fees            -              -      (2,354,385)            -       (2,354,385)
   Other issuance expenses                 -              -      (1,554,518)            -       (1,554,518)
                                    --------        -------    ------------      --------    -------------
Net capital received                       -              -      26,465,097             -       26,465,097
                                    --------        -------    ------------      --------    -------------

Unrealized gains on
   marketable securities
   held for sale                           -              -               -        16,232           16,232

Net Income                             1,605              -         158,868             -          160,473
                                    --------        -------    ------------      --------    -------------

Balance at March 31, 1995              3,233            100      31,948,825        16,232       31,968,390

Refund of other issuance
   expenses                                -              -           5,832             -            5,832

Net change in net unrealized gains
   on marketable securities
   available for sale                      -              -               -       (16,766)         (16,766)

Net Loss                              (7,825)             -        (774,679)            -         (782,504)
                                    --------        -------    ------------      --------    -------------

Balance at March 31, 1996             (4,592)           100      31,179,978          (534)      31,174,952

Net change in net unrealized losses
   on marketable securities
   available for sale                      -              -               -       (16,306)         (16,306)

Net Loss                             (22,479)             -      (2,225,429)            -       (2,247,908)
                                    --------        -------    ------------      --------    -------------

Balance at March 31, 1997           $(27,071)       $   100    $ 28,954,549      $(16,840)   $  28,910,738
                                    ========        =======    ============      ========    =============

</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
         BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                            STATEMENTS OF CASH FLOWS

                For the Years Ended March 31, 1997, 1996 and 1995
                 
<TABLE>
<CAPTION>


                                                              1997               1996             1995
                                                          -------------     -------------     --------
<S>                                                       <C>               <C>               <C>  

Cash flows from operating activities:
   Net Income (Loss)                                      $  (2,247,908)    $    (782,504)    $    160,473
   Adjustments to reconcile net income (loss) to net
     cash provided by (used for) operating activities:
   Equity in losses of Local Limited Partnerships             1,922,556           881,551          161,157
   Amortization                                                  37,184            31,530           12,288
   (Gain) loss on sale of securities                              1,618           (41,560)        (356,338)
   Interest income on interim loan                                    -           (86,627)         (46,087)
   Increase (decrease) in cash arising from
     changes in operating assets and liabilities:
   Other assets                                                   6,311            (3,716)         (29,322)
   Accounts payable to affiliate                                 47,290          (130,629)         189,199
   Accrued expenses                                              17,871           (39,457)          57,141
                                                          -------------     -------------     ------------
Net cash provided by (used for) operating activities           (215,078)         (171,412)         148,511
                                                          -------------     -------------     ------------

Cash flows from investing activities:
   Investment in Local Limited Partnerships                  (2,716,626)       (6,923,298)     (17,526,201)
   Proceeds from the sale of Local
     Limited Partner interest                                         -           260,840                -
   Restricted cash                                              866,333        (1,369,364)               -
   Purchases of marketable securities                        (4,152,845)       (6,716,573)    (192,185,939)
   Proceeds from sales and maturities of
     marketable securities                                    6,402,126         4,607,078      190,982,917
   Payment of acquisition expenses                                 (888)         (119,721)        (926,450)
   Cash distributions received from Local
     Limited Partnerships                                        18,675             3,323           10,000
                                                          -------------     -------------     ------------
Net cash provided by (used for) investing activities            416,775       (10,257,715)     (19,645,673)
                                                          -------------     -------------     ------------

Cash flows from financing activities:
   Capital contributions received, net of commissions                 -                 -       28,019,615
   Refund (payment) of other issuance expenses                        -             5,832       (1,841,283)
   Payment of organizational costs                                    -                 -          (50,000)
                                                          -------------     -------------     ------------
Net cash provided by financing activities                             -             5,832       26,128,332
                                                          -------------     -------------     ------------

Net increase (decrease) in cash and cash equivalents            201,697       (10,423,295)       6,631,170

Cash and cash equivalents, beginning of period                   71,715        10,495,010        3,863,840
                                                          -------------     -------------     ------------

Cash and cash equivalents, end of period                  $     273,412     $      71,715      $10,495,010
                                                          =============     =============      ===========
</TABLE>

                                              

Non-cash investing activity:

In 1995,  the  Partnership   was  issued a  note   receivable   in the amount of
$260,840,  in  conjunction   with  the  sale  of a  partial  interest in a Local
Limited Partnership.  This note was repaid during the year ended March 31, 1996.

In 1996, the Partnership  converted  $2,563,040 of interim notes receivable from
Beaverdam Creek to capital contributions.

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

             BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
                          
                            NOTES TO FINANCIAL STATEMENTS

1.   Organization

Boston  Financial Tax Credit Fund VIII, A Limited  Partnership (the "Fund") is a
Massachusetts   limited  partnership   organized  to  invest  in  other  limited
partnerships  ("Local  Limited  Partnerships")  which own and operate  apartment
complexes  which are  eligible for low income  housing tax credits  which may be
applied against the federal income tax liability of an investor.

Arch Street VIII Limited  Partnership  ("Arch  Street  L.P."),  a  Massachusetts
limited  partnership  consisting  of Arch Street  VIII,  Inc.,  a  Massachusetts
corporation  ("Arch  Street,  Inc.") as the sole general  partner and the Boston
Financial Group Limited Partnership, a Massachusetts limited partnership as sole
limited  partner,  is the sole General Partner of the Fund. Arch Street L.P. and
Arch  Street,  Inc.  are  affiliates  of  The  Boston  Financial  Group  Limited
Partnership,  a  Massachusetts  limited  partnership  ("Boston  Financial").  An
affiliate of Arch Street, L.P. ("SLP Affiliate") is a special limited partner in
each Local  Limited  Partnership  in which the Fund  invests,  with the right to
become a general  partner  under certain  circumstances.  The fiscal year of the
Fund ends on March 31.

The Partnership  Agreement authorizes the sale of up to 200,000 Units of limited
partnership  interests  ("Units") at $1,000 per Unit in series. The first series
offered 50,000 Units.  Boston  Financial  Securities,  Inc., an affiliate of the
General Partner, has received selling commissions and underwriting advisory fees
in the amount of 6.5% and 1.25%, respectively,  of Gross Proceeds for Units sold
by the entity as a soliciting  dealer. On July 29, 1994, the Fund held its final
investor   closing.   In  total,  the  Fund  received   $36,497,000  of  capital
contributions from investors admitted as Limited Partners for 36,497 Units.

The Partnership Agreement provides that all cash available for distribution will
be distributed 99% to the Limited Partners and 1% to the General  Partner.  Sale
or refinancing  proceeds  generally will be  distributed  first,  to the Limited
Partners in an amount equal to their adjusted capital contributions;  second, to
the General Partner in an amount equal to its capital  contributions;  third, to
the  General  Partner  (after  payment  of the 6% return as set forth in Section
4.2.3 of the Partnership  Agreement,  and of any accrued but unpaid Subordinated
Disposition  Fee, a fee equal to 1% of the sales price of a property  owned by a
Local Limited  Partnership)  in such amount as is necessary to cause the General
Partner to have received 5% of all  distributions  to the Partners;  and lastly,
95% to the Limited Partners and 5% to the General Partner.

Profits and losses for tax  purposes  arising from  general  operations  and tax
credits  generally  will be allocated 99% to the Limited  Partners and 1% to the
General Partner. However, as set forth in the Partnership Agreement, profits and
losses for tax purposes  arising from a sale or  refinancing  generally  will be
allocated  among the  Partners  in such  manner as is  necessary  to cause their
respective capital accounts to reflect the amount that would be distributable to
them in accordance with the priorities set forth in the preceding paragraph,  if
all of the Fund's assets were sold for their federal adjusted basis and the Fund
were then liquidated.

Under the terms of the Partnership  Agreement,  the Fund initially designated 5%
of the Gross Proceeds from the sale of Units as a reserve for working capital of
the Fund and  contingencies  related to ownership of Local  Limited  Partnership
interests.  The General  Partner may increase or decrease such amounts from time
to time, as it deems  appropriate.  At March 31, 1997,  the General  Partner has
designated approximately $1,549,000 of marketable securities as such Reserve.

2.   Significant Accounting Policies

Basis of Presentation

The Fund accounts for its  investments in Local Limited  Partnerships  using the
equity method of accounting,  because the Fund does not have a majority  control
of the major operating and financial policies of the Local Limited  Partnerships
in which it invests. Under the equity method, the investment is carried at cost,
adjusted  for  the  Fund's  share  of  income  or  loss  of  the  Local  Limited
Partnerships,  additional  investments  and cash  distributions  from the  Local
Limited Partnerships. Equity in income or loss of the Local Limited Partnerships
is included  currently in the Fund's  operations.  The fund has no obligation to

<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP 

                    NOTES TO FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

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

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

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

The  Partnership,  as a limited  partner in the Local Limited  Partnerships,  is
subject to risks  inherent in the  ownership  of  property  which are beyond its
control,  such as  fluctuations  in  occupancy  rates  and  operating  expenses,
variations in rental schedules,  proper maintenance and continued eligibility of
tax  credits.  If the cost of  operating a property  exceeds  the rental  income
earned thereon,  the Partnership may deem it in its best interest to voluntarily
provide funds in order to protect its investment.

The  General  Partners  have  decided  to report  results  of the Local  Limited
Partnerships on a 90-day lag basis because the Local Limited Partnerships report
their results on a calendar year basis.  Accordingly, the financial  information
about the Local  Limited  Partnerships  that  is  included  in  the accompanying
financial statements is as of December 31, 1996, 1995 and 1994.

Use of Estimates

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  disclosures  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates.

Cash Equivalents

Cash and cash equivalents  consist of short-term  money market  instruments with
maturities of 90 days or less at acquisition and approximate fair value.

Restricted Cash

The Fund has restricted  cash in an escrow account to be used for future capital
contributions related to its investment in one Local Limited Partnership,  which
are scheduled to be released on July 31, 1997.  Interest  earned on this deposit
is payable to the local general partner.  At March 31, 1997, $49,898 of interest
is included in accounts payable to an affiliate.

Marketable Securities

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

Deferred Fees

Costs incurred in connection with the  organization  of the Fund,  amounting 
to $50,000,  have been deferred and are being  amortized on a straight-line  
basis over 60 months.


<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP 

                    NOTES TO FINANCIAL STATEMENTS (continued)

2.   Significant Accounting Policies (continued)

Income Taxes

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

Reclassifications

Certain amounts in prior year financial statements have been reclassified herein
to conform to current year presentation.

Effect of recently issued Accounting Standard

The  Financial  Accounting  Standards  Board has issued  Statement of Accounting
Standards No. 121,  Accounting for the  Impairment of Long-Lived  Assets and for
Long-Lived  Assets to Be  Disposed  Of,  which is  effective  for  fiscal  years
beginning after December 15, 1995. This standard requires that long-lived assets
be reviewed for recoverability.  Impairment losses are recognized when events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.  The Fund adopted the new standard for its year ending March 31,
1997, however, it had no significant effect on its financial position or results
of operations.

3.   Investments in Local Limited Partnerships

The Fund has acquired an interest in ten Local  Limited  Partnerships  which own
and operate  multi-family  housing  complexes.  The Fund,  as  Investor  Limited
Partner,  pursuant to the Local Limited  Partnership  Agreements,  has generally
acquired a 99% interest in the profits,  losses, tax credits and cash flows from
operations of the Local Limited Partnerships,  with the exception of Springwood,
Hemlock Ridge, Pike Place and West End Place which are 79.20%, 77%, 90% and 90%,
respectively.   Another  partnership  sponsored  by  an affiliate of the General
Partner  owns the remaining 19.80%  Limited Partnership  interest in Springwood.
Upon  dissolution,  proceeds will be  distributed  according to the  partnership
agreements.

The following is a summary of Investments in Local Limited Partnerships at March
31, 1997, 1996 and 1995:
<TABLE>
<CAPTION>

                                                         1997                 1996              1995
                                                    -------------        -------------      --------
<S>                                                  <C>                  <C>               <C>    

Capital Contributions paid to Local
   Limited Partnerships                              $ 28,813,499         $ 26,096,873      $ 19,086,948

Cumulative equity in losses of Local
   Limited Partnerships                                (2,965,264)          (1,042,708)         (161,157)

Cumulative cash distributions received
   from Local Limited Partnerships                        (31,998)             (13,323)          (10,000)
                                                    -------------         ------------       ------------

Investments in Local Limited Partnerships
   before adjustments                                  25,816,237           25,040,842        18,915,791

Excess of investment cost over the underlying net assets acquired:

     Acquisition fees and expenses                      1,048,010            1,047,122           927,401

     Accumulated amortization of acquisition
         fees and expenses                                (51,002)             (23,818)           (2,288)
                                                    -------------         ------------      ------------
Investments in Local Limited Partnerships            $ 26,813,245         $ 26,064,146      $ 19,840,904
                                                     ============         ============      ============
</TABLE>

<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (continued)

3.   Investments in Local Limited Partnerships (continued)

On November 16, 1994, the Fund entered into a promissory note agreement with one
Local Limited  Partnership.  $2,563,040 was advanced  under the  agreement.  The
promissory  note was  uncollateralized  and bore  interest at the rate of 7% per
annum.  All outstanding  principal and accrued  interest in connection with this
note was classified as a capital  contribution by the Local Limited  Partnership
on final closing of the mortgage during fiscal year 1996.

Summarized financial information as of December 31, 1996, 1995 and 1994, (due to
the Fund's policy of reporting the  financial  information  of its Local Limited
Partnership  interests  on  a 90  day  lag  basis)  of  the  ten  Local  Limited
Partnerships  in  which  the  Fund was  invested  in as of the  that  date is as
follows:

Summarized Balance Sheets - as of December 31,
<TABLE>
<CAPTION>
                                                                1996               1995               1994
                                                            ------------      ------------      ----------
<S>                                                         <C>                <C>                <C>   

Assets:
   Investment property, net                                 $ 69,714,031       $72,182,803        $41,102,015
   Current assets                                                975,295         1,426,201          3,084,486
   Other assets                                                2,397,633         1,482,127          6,483,304
                                                            ------------      ------------      -------------
     Total Assets                                           $ 73,086,959       $75,091,131        $50,669,805
                                                            ============       ===========        ===========

Liabilities and Partners' Equity:
   Long-term debt                                           $ 38,197,782       $32,215,729        $22,777,318
   Current liabilities                                         1,768,369         5,254,907          7,278,750
   Other liabilities                                           5,853,703        11,498,129          8,847,535
                                                            ------------      ------------      -------------
     Total Liabilities                                        45,819,854        48,968,765         38,903,603
 
   Fund's Equity                                              25,784,519        24,398,930         10,854,292
   Other Partners' Equity                                      1,482,586         1,723,436            911,910
                                                            ------------      ------------      -------------
     Total Liabilities and Partners' Equity                 $ 73,086,959       $75,091,131        $50,669,805
                                                            ============       ===========        ===========
</TABLE>

Summarized Income Statements - for
the year ended December 31,
<TABLE>
<S>                                                         <C>               <C>               <C>    

Rental and other income                                     $  7,594,918      $  4,565,920      $     539,156
                                                            ------------      ------------      -------------

Expenses:
   Operating                                                   3,691,624         1,990,693            406,694
   Depreciation and amortization                               2,841,824         1,817,463            176,565
   Interest                                                    3,169,226         1,777,036            130,623
                                                            ------------      ------------      -------------
     Total Expenses                                            9,702,674         5,585,192            713,882
                                                            ------------      ------------      -------------

Net Loss                                                    $ (2,107,756)     $ (1,019,272)     $    (174,726)
                                                            ============      ============      ==============

Fund's share of net loss                                    $ (1,922,556)     $   (881,551)     $    (161,157)
                                                            ============      ============      ==============
Other Partners' share of net loss                           $   (185,200)     $   (137,721)     $     (13,569)
                                                            ============      ============      ==============
</TABLE>


<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (continued)

3.   Investments in Local Limited Partnerships (continued)

The Fund's equity as reflected by the Local Limited  Partnerships of $25,784,519
differs from the Fund's Investments in Local Limited Partnerships of $25,816,237
principally because of differences in miscellaneous items.


4.   Marketable Securities

A summary of marketable securities is as follows:
<TABLE>
<CAPTION>
                                                              Gross                 Gross
                                                           Unrealized            Unrealized            Fair
                                           Cost               Gains                Losses               Value
<S>                                     <C>                <C>                   <C>               <C>

Debt securities issued by the
   US Treasury                          $ 1,237,287        $        78           $   (12,799)      $ 1,224,566

Mortgage backed securities                  222,229                  -                (4,119)          218,110
                                        -----------        -----------           -----------       -----------

Marketable securities
   at March 31, 1997                    $ 1,459,516        $        78           $   (16,918)      $ 1,442,676
                                        ===========        ===========           ===========       ===========


Debt securities issued by the
   US Treasury                          $ 1,465,038        $       195           $    (2,839)      $ 1,462,394

Other debt securities                     2,245,377              2,500                  (390)        2,247,487
                                        -----------        -----------           -----------       -----------

Marketable securities
   at March 31, 1996                    $ 3,710,415        $     2,695           $    (3,229)      $ 3,709,881
                                        ===========        ===========           ===========       ===========
</TABLE>

The contractual maturities at March 31, 1997 are as follows:
<TABLE>
<CAPTION>

                                                                                       Fair
                                                                       Cost            Value
<S>                                                                <C>              <C>   

Due in one year or less                                            $ 1,137,537      $ 1,125,754
Due in one to five years                                                99,750           98,812
Mortgage backed securities                                             222,229          218,110
                                                                   -----------      -----------
                                                                   $ 1,459,516      $ 1,442,676
                                                                   ===========      ===========
</TABLE>

Proceeds from sales and maturities were approximately $6,402,000, $4,607,000 and
$190,983,000 in 1997, 1996 and 1995, respectively. Included in investment income
are gross gains of $257 and gross  losses of $1,875  which were  realized on the
sales in the year ended March 31, 1997,  and gross gains of $41,560 and $356,338
which were  realized  on the sales in the years  ended  March 31, 1996 and 1995,
respectively.



<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (continued)

5.   Transactions with Affiliates

In  accordance  with the  Partnership  Agreement,  the Fund is  required  to pay
certain  fees to and  reimburse  expenses of the  General  Partner and others in
connection  with the  organization  of the Fund and the  offering of its Limited
Partnership Units. Selling commissions, fees and accountable expenses related to
the sale of the Units totaling  $4,664,369 have been charged directly to Limited
Partners'  equity. In connection  therewith,  $2,828,918 of selling expenses and
$1,835,451 of offering expenses incurred on behalf of the Fund have been paid to
an  affiliate  of  the  General  Partner.  The  Fund  may be  required  to pay a
non-accountable expense allowance for marketing expense equal to a maximum of 1%
of Gross  Proceeds.  The Fund has  capitalized  an additional  $50,000 which was
reimbursed  to an  affiliate  of the General  Partner.  Total  organization  and
offering  expenses  exclusive of selling  commissions and underwriting  advisory
fees may not exceed 5.5% of the Gross Proceeds and  organizational  and offering
expenses,  inclusive of selling commissions and underwriting  advisory fees, may
not exceed 15.0% of the Gross Proceeds.

In  accordance  with the  Partnership  Agreement,  the Fund is  required  to pay
acquisition fees to and reimburse acquisition expenses of the General Partner or
its affiliates for selecting, evaluating,  structuring,  negotiating and closing
the Fund's  investments in Local Limited  Partnerships.  Acquisition  fees total
6.0% of Gross  Proceeds.  Acquisition  expenses  which  include such expenses as
legal  fees  and  expenses,   travel  and  communications   expenses,  costs  of
appraisals,  accounting  fees and expenses,  are expected to total 1.5% of Gross
Proceeds. Acquisition fees totaling $2,189,820 have been paid to an affiliate of
the  General  Partner for the closing of the Fund's  Local  Limited  Partnership
Investments.  Approximately  $1,477,000 of these fees are  classified as capital
contributions  to  Local  Limited  Partnerships  in  Note  3  to  the  Financial
Statements.  Acquisition  expenses totaling $335,196 at March 31, 1997 have been
reimbursed to an affiliate of the General Partner.

An  affiliate  of the  General  Partner  receives  the base  amount of .526% (as
adjusted by the CPI factor) of Gross  Proceeds  annually as an Asset  Management
Fee  for  administering  the  affairs  of the  Fund.  Asset  Management  Fees of
$193,635,  $188,630 and  $221,684  for the years ended March 31, 1997,  1996 and
1995, respectively, have been included in expenses. Included in accounts payable
to  affiliates  at  March 31, 1997  and  1996  is  $55,934  and $48,071 of Asset
Management  Fees  due to an  affiliate  of the  General Partner.

An affiliate  of the General  Partner is  reimbursed  for the actual cost of the
Fund's operating expenses.  Included in general and administrative  expenses for
the years  ended  March 31,  1997,  1996 and 1995,  is  $108,120,  $119,711  and
$100,693, respectively, that the Fund has paid as reimbursement for salaries and
benefits. As of March 31, 1997 and 1996, $22,960 and $13,704,  respectively,  is
payable to an affiliate of the General Partner for salaries and benefits.

BFPM, an affiliate of the Managing General Partner,  currently manages Beaverdam
Creek, a property in which the Partnership has invested. The property management
fee charged is equal to 4% of cash receipts.  Included in operating  expenses in
the  summarized  income  statements  in Note 3 to the  Financial  Statements  is
$27,556  and  $11,388 of fees  earned by BFPM for the years ended March 31, 1997
and 1996, respectively.  Property construction was completed in September, 1995,
as a result, no fees were earned prior to the year ended March 31, 1996.

6.   Commitments

At March 31, 1997, the Fund has committed to make future  capital  contributions
and pay future  purchase price  installments on its investments in Local Limited
Partnerships.  These future  payments are  contingent  upon the  achievement  of
certain  criteria as set forth in the Local  Limited  Partnership  Agreement and
total approximately $457,000.
<PAGE>
            BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                    NOTES TO FINANCIAL STATEMENTS (continued)


7.   Federal Income Taxes

A  reconciliation  of the loss  reported in the  Statements  of  Operations  
for the fiscal years ended March 31, 1997,  1996 and 1995 to the loss reported 
for federal income tax purposes for the years ended December 31, 1997, 1996 
and 1995 is as follows:
<TABLE>
<CAPTION>

                                                                     1997                 1996             1995
                                                               ---------------      --------------     --------
<S>                                                             <C>                  <C>                <C>   

Net Income (Loss) per Statement of Operations                   $  (2,247,908)       $   (782,504)      $   160,473

   Adjustment for equity in losses of Local Limited
     Partnerships for financial reporting purposes
     over (under) equity in losses for tax purposes                  (557,984)           (240,809)           17,776

   Adjustment to reflect March 31, fiscal year-end
     to December 31, tax year-end                                      (7,036)            144,148          (109,312)

Related party expenses not paid at December 31,
   not deductible for tax purposes                                     95,955              46,853            45,917

Related party expense paid in current year but expensed
   for financial reporting purposes in prior year                     (46,853)            (45,917)                -

Adjustment for amortization for financial reporting
   purposes over (under) amortization for tax purposes                (10,925)              4,398             1,535
                                                                -------------        ------------       -----------

Net Income (Loss) for federal income tax purposes               $  (2,774,751)       $   (873,831)      $   116,389
                                                                ==============       ============       ===========
</TABLE>


The carrying  value of the Fund's  Investment in Local Limited  Partnerships  is
approximately  $904,000  greater for financial  reporting  purposes than for tax
return  purposes  because (i)  differences  in the equity in losses of the Local
Limited  Partnerships for tax and financial  reporting purposes primarily due to
accelerated  depreciation  used for tax purposes and (ii) the differences in the
amortization of acquisition fees for financial reporting and tax purposes.

<PAGE> 

Boston Financial Tax Credit Fund VIII, A Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships
Which Registrant has Invested at March 31, 1997
<TABLE>
<CAPTION>

                                                        COST OF INTEREST AT ACQU'N DATE
                                                        ------------------------------------
                                                                                              NET IMPROVEMENTS
                                NUMBER       TOTAL                          BUILDINGS /         CAPITALIZED
                                  OF        ENCUM-                          IMPROVEMENTS       SUBSEQUENT TO
DESCRIPTION                     UNITS      BRANCES *          LAND          & EQUIPMENT         ACQUISITION

Low and Moderate
   Income Apartment Complexes
<S>                                 <C>      <C>                <C>              <C>                    <C>                   

Green Wood Apartments               164      $5,268,002         $412,500         $7,774,612             $662,116
  Gallatin, TN
Webster Court Apartments             92       2,890,712          296,423          5,003,633               10,461
  Kent, WA
Springwood Apartments (2)           113       3,966,075          296,280          2,937,028            4,248,155
  Tallahassee, FL
Meadowwood of Pella                  30       1,151,128          101,910          1,135,077              789,977
  Pella, IA
Hemlock Ridge                       100       2,224,315           42,368          6,327,906            1,745,603
  Livingston Manor, NY
Pike Place Apartments               144       3,362,591          312,000          5,336,336                    0
  Fort Smith, AR
West End Place                      120       2,967,168          250,000          4,681,280                    0
  Springdale, AR
Oak Knoll Renaissance               256       5,479,042                1          1,346,557            9,157,842
  Gary, IN
Beaverdam Creek                     120       3,393,438          360,000            499,907            6,669,126
  Mechanicsville, VA
Live Oak Plantation                 218       7,887,047        1,767,000          1,998,509           10,199,211
  West Palm Beach, FL
                               ==================================================================================
                                   1357     $38,589,518       $3,838,482        $37,040,845          $33,482,491
                               ==================================================================================
</TABLE>

(1)Total aggregate for Federal Income Tax purposes is approximately $74,362,000.

(2)Boston Financial Tax Credit Fund VIII has an 80% ownership
   interest in Springwood Apartments, A Limited Partnership.
     

                             * Mortgage   notes  payable   generally   represent
                               non-recourse   financing  of  low-income  housing
                               projects  payable  with  terms  of up to 40 years
                               with interest payable at rates ranging from 5.65%
                               to 10.62%. The Partnership has not guaranteed any
                               of these mortgage notes payable.


<PAGE>
Boston Financial Tax Credit Fund VIII, A Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships
Which Registrant has Invested at March 31, 1997
(continued)
<TABLE>
<CAPTION>

                             GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1996                    LIFE ON
                         -----------------------------------------------------------
                                                                                                    WHICH
                                        BUILDINGS                                               DEPRECIATION
                                           AND                        ACCUMULATED     DATE       IS COMPUTED         DATE
DESCRIPTION                 LAND      IMPROVEMENTS       TOTAL       DEPRECIATION     BUILT        (YEARS)         ACQUIRED
-----------                 ----      ------------       -----       ------------     -----        -------         --------

Low and Moderate
   Income Apartment
Complexes
<S>                         <C>           <C>            <C>               <C>        <C>       <C>

Green Wood Apartments       $412,500      $8,436,728     $8,849,228        $646,185   2/95      10 & 30 years      3/02/94
  Gallatin, TN
Webster Court Apartments     296,423       5,014,094     $5,310,517         298,504   8/94      40 & 12 years      5/13/94
  Kent, WA
Springwood Apartments (2)    296,280       7,185,183     $7,481,463         747,191   9/95      10 & 30 years      12/15/94
  Tallahassee, FL
Meadowwood of Pella           88,909       1,938,055     $2,026,964          89,977   8/95      Useful Lives       6/03/94
  Pella, IA
Hemlock Ridge                 42,368       8,073,509     $8,115,877         655,708   5/95      Useful Lives       4/29/94
  Livingston Manor, NY
Pike Place Apartments        312,000       5,336,336     $5,648,336         431,656   12/94    7 & 27.5 years      1/31/94
  Fort Smith, AR
West End Place               250,000       4,681,280     $4,931,280         363,737   12/94    7 & 27.5 years      1/12/94
  Springdale, AR
Oak Knoll Renaissance        222,591      10,281,809    $10,504,400         573,532   11/95     Useful Lives       11/01/94
  Gary, IN
Beaverdam Creek            1,250,365       6,278,668     $7,529,033         343,626   9/95      Useful Lives       11/16/94
  Mechanicsville, VA
Live Oak Plantation        1,792,680      12,172,040    $13,964,720         497,671   11/95     Useful Lives       6/28/94
  West Palm Beach, FL
                       =============================================================
                          $4,964,116     $69,397,702    $74,361,818      $4,647,787
                       =============================================================
</TABLE>


<PAGE>
Boston Financial Tax Credit Fund VIII, A Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships
Which Registrant has Invested at March 31, 1997
(continued)


A  reconciliation  of  the  carrying  amount  of  real  estate  and  accumulated
depreciation for the years ended December 31, 1996, 1995 and 1994.
<TABLE>
<CAPTION>
                                   
Real Estate Investments                   1996                   1995                       1994
-------------------------------      ----------------     --------------------     --------------------
<S>                                      <C>                      <C>                      <C> 

Balance at beginning of period           $74,142,268              $40,879,327              $         -
                                                                                                        
Additions during period                      219,550               33,262,941               40,879,327
Less retirements during period                     0                        0                        0
                                     ----------------     --------------------     --------------------
                                     
Balance at close of period               $74,361,818              $74,142,268              $40,879,327
                                     ================     ====================     ====================
</TABLE>

<TABLE>
<CAPTION>

Accumulated Depreciation                  1996                   1995                       1994
-------------------------------      ----------------     --------------------     --------------------
<S>                                       <C>                      <C>                        <C>  

Balance at beginning of period            $1,959,465               $  174,709                 $      -             
                                                                                                        
Depreciation                               2,688,322                1,784,756                  174,709
Less retirements                                   0                        0                        0
                                     ----------------     --------------------     --------------------
Balance at close of period                $4,647,787               $1,959,465                 $174,709
                                                                                                  
                                     ================     ====================     =======================

</TABLE>


<PAGE>


       BOSTON FINANCIAL TAX CREDIT FUND VIII
              (A Limited Partnership)

             Annual Report on form 10-K
           For The Year Ended March 31, 1997
            Reports of Independent Auditors

<PAGE>
[Letterhead]

[LOGO]
Keiter, Stevens, Hurst, Gary & Shreaves
A Professional Corporation



           REPORT OF INDEPENDENT AUDITORS

To the Partners of
Beaverdam Creek Associates, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital of Beaverdam Creek Associates, L.P., a Virginia Limited Partnership (the
"Partnership") as of December 31, 1996 and the related  statements of changes in
partners'  capital  accounts,  profit and loss, and cash flows for the year then
ended.  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets,  liabilities  and  partners'  capital  of
Beaverdam Creek Associates, L.P. as of December 31, 1996, and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The  supporting  data  required  by the  Virginia
Housing  Authority  included  herein is presented for the purposes of additional
analysis  and  is  not  a  required  part  of  the  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the  financial  statements  and,  in our  opinion,  is  fairly  stated in all
material respects in relation to the financial statements taken as a whole.

/s/ Keiter, Stevens, Hurst, Gary & Shreaves
Keiter, Stevens, Hurst, Gary & Shreaves

January 29, 1997
<PAGE>
[Letterhead]

[LOGO]
Keiter, Stevens, Hurst, Gary & Shreaves
A Professional Corporation



           REPORT OF INDEPENDENT AUDITORS

To the Partners of
Beaverdam Creek Associates, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital of Beaverdam Creek Associates, L.P., a Virginia Limited Partnership (the
"Partnership") as of December 31, 1995 and the related  statements of changes in
partners'  capital  accounts,  profit and loss, and cash flows for the year then
ended.  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all  material  respects,  the  assets,  liabilities  and  partners'  capital  of
Beaverdam Creek Associates, L.P. as of December 31, 1995, and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The  supporting  data  required  by the  Virginia
Housing  Authority  included  herein is presented for the purposes of additional
analysis  and  is  not  a  required  part  of  the  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the  financial  statements  and,  in our  opinion,  is  fairly  stated in all
material respects in relation to the financial statements taken as a whole.

/s/ Keiter, Stevens, Hurst, Gary & Shreaves
Keiter, Stevens, Hurst, Gary & Shreaves

February 14, 1996
<PAGE>


[Letterhead]

[LOGO]
Keiter, Stevens, Hurst, Gary & Shreaves
A Professional Corporation



           REPORT OF INDEPENDENT AUDITORS

To the Partners of
Beaverdam Creek Associates, L.P.


We have audited the accompanying statement of assets,  liabilities and partners'
capital of Beaverdam Creek Associates, L.P., a Virginia Limited Partnership (the
"Partnership") as of December 31, 1994, and the related statements of changes in
partners'  capital  accounts,  profit and loss, and cash flows for the year then
ended.  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 audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the , the assets,  liabilities and partners' capital of
Beaverdam Creek Associates, L.P. as of December 31, 1995, and the results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
generally accepted accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements  taken as a whole.  The  supporting  data  required  by the  Virginia
Housing  Authority  included  herein is presented for the purposes of additional
analysis  and  is  not  a  required  part  of  the  financial  statements.  Such
information has been subjected to the auditing  procedures  applied in the audit
of the  financial  statements  and,  in our  opinion,  is  fairly  stated in all
material respects in relation to the financial statements taken as a whole.

/s/ Keiter, Stevens, Hurst, Gary & Shreaves
Keiter, Stevens, Hurst, Gary & Shreaves

January 31, 1995
<PAGE>
[Letterhead]

[LOGO]
KPMG Peat Marwick LLP


Independent Auditors' Report

The Partners
Green Wood Apartments,
A Limited Partnership:


We have  audited  the  balance  sheets  of  Green  Wood  Apartments,  A  Limited
Partnership  as of December  31, 1996 and 1995,  and the related  statements  of
loss,  partners'  capital  (deficit),  and cash flows for the years then  ended.
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 financial statements referred to above present fairly, in all
material respects,  the financial  position of Green Wood Apartments,  A Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 7, 1997
<PAGE>




[Letterhead]

[LOGO]
KPMG Peat Marwick LLP


Independent Auditors' Report

The Partners
Green Wood Apartments,
A Limited Partnership:


We have  audited  the  balance  sheets  of  Green  Wood  Apartments,  A  Limited
Partnership  as of December  31, 1995 and 1994,  and the related  statements  of
loss,  partners'  capital  (deficit),  and cash flows for the years then  ended.
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 financial statements referred to above present fairly, in all
material respects,  the financial  position of Green Wood Apartments,  A Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 9, 1996
<PAGE>


[Letterhead]

[LOGO]
HASSON LAIBLE & CO., P.S.


INDEPENDENT AUDITOR'S REPORT

To the General Partners of
Webster Court Apartments Limited Partnership:


We have audited the  accompanying  balance  sheet of Webster  Court  Apartments,
Limited Partnership, a Washington Limited Partnership,  as of December 31, 1996,
and the related  statements of income and partners'  equity,  and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain  reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Webster  Court  Apartments,
Limited  Partnership  as of December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Hasson Laible & Co.

Seattle, Washington
March 31, 1997
[LOGO]
HASSON LAIBLE & CO., P.S.


INDEPENDENT AUDITOR'S REPORT

To the General Partners of
Webster Court Apartments Limited Partnership:


We have audited the  accompanying  balance  sheet of Webster  Court  Apartments,
Limited Partnership, a Washington Limited Partnership,  as of December 31, 1995,
and the related  statements of income and partners'  equity,  and cash flows for
the year then ended.  These financial  statements are the  responsibility of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain  reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Webster  Court  Apartments,
Limited  Partnership  as of December 31, 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Hasson Laible & Co.

Seattle, Washington
February 28, 1996
<PAGE>
[Letterhead]

[LOGO]
EDDIE I. HASSON & CO., P.S.


INDEPENDENT AUDITOR'S REPORT

To the General Partners of
Webster Court Apartments Limited Partnership:


We have audited the  accompanying  balance  sheet of Webster  Court  Apartments,
Limited Partnership,  a Washington Limited Partnership,  as of December 31, 1994
and the related statements of income and partners' equity, and cash flow for the
year then  ended.  These  financial  statements  are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain  reasonable
assurance  about  whether  the  consolidated  financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting the amounts and disclosures in the consolidated 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Webster  Court  Apartments,
Limited  Partnership  as of December 31, 1994, and the results of its operations
and its cash flow for the year then ended, in conformity with generally accepted
accounting principles.

/s/ Eddie Hasson & Co

Seattle, Washington
March 6, 1995
<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP


Independent Auditors' Report

The Partners
Springwood Apartments, A Limited Partnership:


We have audited the  accompanying  balance  sheets of Springwood  Apartments,  A
Limited Partnership as of December 31, 1996 and 1995, and the related statements
of loss,  partners'  capital,  and cash  flows for the years then  ended.  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 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Springwood  Apartments,  A
Limited  Partnership  as of  December  31,  1996 and 1995 and the results of its
operations  and its cash  flows  for the years  then  ended in  conformity  with
generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 7, 1997
<PAGE>

[Letterhead]

[LOGO]
KPMG Peat Marwick LLP


Independent Auditors' Report

The Partners
Springwood Apartments, A Limited Partnership:


We have audited the  accompanying  balance  sheets of Springwood  Apartments,  A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, partners' capital, and cash flows for the year ended December 31, 1995.
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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of  Springwood  Apartments,  A
Limited  Partnership  as of  December  31,  1995 and 1994 and the results of its
operations and its cash flows for the year ended December 31, 1995 in conformity
with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 16, 1996
<PAGE>

Letterhead]

[LOGO]
Reznick Fedder & Silverman




INDEPENDENT AUDITORS' REPORT

To the Partners RMH Associates, L.P.


We have audited the  accompanying  balance sheets of RMH Associates,  L.P. as of
December 31, 1996 and 1995, and the related statements of income and expense and
cash flows in the form  prescribed  by New York State  Division  of Housing  and
Community  Renewal (DHCR) for the year ended December 31, 1996.  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
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  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 financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of RMH  Associates,  L.P. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the year ended  December 31, 1996, in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supplemental information on pages 27 through 40
is presented for purposes of  additional  analysis and is not a required part of
the basic financial  statements.  Such  information,  except for the information
marked  "unaudited",  on which we express no opinion,  has been subjected to the
auditing  procedures  applied  in the  audit  of the  basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.
<PAGE>
In accordance with Government  Auditing  Standards and the  "Consolidated  Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 4,
1997 on our consideration of RMH Associates, L.P. internal control structure and
on its  compliance  with  specific  requirements  applicable  to non  major  HUD
programs,  affirmative fair housing, and laws and regulations  applicable to the
financial statements.

/s/Reznick Fedder & Silverman

Bethesda, Maryland                   Federal Employer
February 4, 1997                       Identification Number:
                                                    52-1088612

Audit Principal:  Lester A. Kanis
<PAGE>
[Letterhead]

[LOGO]
Reznick Fedder & Silverman




INDEPENDENT AUDITORS' REPORT

To the Partners RMH Associates, L.P.


We have audited the  accompanying  balance sheets of RMH Associates,  L.P. as of
December 31, 1995 and 1994,  and the related  statements of operations  and cash
flows in the form prescribed by New York State Division of Housing and Community
Renewal (DHCR) for the year ended December 31, 1995. 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
and Government  Auditing  Standards,  issued by the  Comptroller  General of the
United States. Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement.  An audit includes examining, on a test basis, evidence 
supporting the amounts and disclosures in the financial statements.  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 financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of RMH  Associates,  L.P. as of
December 31, 1995 and 1994, and the results of its operations and its cash flows
for the year ended  December 31, 1995, in  conformity  with  generally  accepted
accounting principles.

Our audit was made for the  purpose  of  forming  an  opinion  on the  financial
statements taken as a whole. The supplemental information on pages 28 through 43
is presented for purposes of  additional  analysis and is not a required part of
the basic financial  statements.  Such  information,  except for the information
marked  "unaudited",  on which we express no opinion,  has been subjected to the
auditing  procedures  applied  in the  audit  of the  basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

In accordance with Government  Auditing  Standards,  we have also issued reports
dated January 31, 1996 on our  consideration  of RMH Associates,  L.P.  internal
control structure and on its compliance with specific requirements applicable to
non major HUD  programs,  affirmative  fair  housing,  and laws and  regulations
applicable to the financial statements.

/s/Reznick Fedder & Silverman

Bethesda, Maryland                   Federal Employer
January 31, 1996                       Identification Number:
                                                    52-1088612

Audit Principal:  Lester A. Kanis


<PAGE>

[Letterhead]

[LOGO]
VMcHC & S Vroman, McGowen, Hurst, Clark & Smith P.C.


INDEPENDENT AUDITOR'S REPORT

To the Partners
Meadow Wood Associates of Pella, L.P.
Des Moines, Iowa


We have audited the  accompanying  balance  sheets of Meadow Wood  Associates of
Pella, L.P. (a limited  partnership),  as of December 31, 1996 and 1995, and the
related  statements of  operations,  partners'  capital,  and cash flows for the
years then ended.  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 audits 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Meadow Wood  Associates  of
Pella,  L.P.,  as of  December  31,  1996  and  1995,  and  the  results  of its
operations,  changes in its partners' capital,  and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

/s/ Vroman, McGowen, Hurst, Clark & Smith P.C.

Des Moines, Iowa
January 31, 1997

<PAGE>
[Letterhead]

[LOGO]
VMcHC & S Vroman, McGowen, Hurst, Clark & Smith P.C.


INDEPENDENT AUDITOR'S REPORT

To the Partners
Meadow Wood Associates of Pella, L.P.
Des Moines, Iowa


We have audited the  accompanying  balance  sheets of Meadow Wood  Associates of
Pella, L.P. (a limited  partnership),  as of December 31, 1995 and 1994, and the
related  statements of  operations,  partners'  capital,  and cash flows for the
years then ended.  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 audits 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 financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Meadow Wood  Associates  of
Pella,  L.P.,  as of  December  31,  1995  and  1994,  and  the  results  of its
operations,  changes in its partners' capital,  and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.

/s/ Vroman, McGowen, Hurst, Clark & Smith P.C.

Des Moines, Iowa
January 31, 1996
<PAGE>

[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant




Independent Auditor's Report

The Partners
Pike Place, A Limited Partnership


We have  audited  the  accompanying  balance  sheets  of Pike  Place,  A Limited
Partnership,  as of December 31, 1996 and 1995,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  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 audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. These 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Pike  Place,  A  Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information  presented
on page  11 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the financial statements taken as a whole.


/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant

February 13, 1997
<PAGE>

[Letterhead]


[LOGO]
Rick J. Tanneberger
Certified Public Accountant




Independent Auditor's Report

The Partners
Pike Place, A Limited Partnership


We have  audited  the  accompanying  balance  sheets  of Pike  Place,  A Limited
Partnership,  as of December 31, 1995 and 1994,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  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 audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. These 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position  of  Pike  Place,  A  Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows  for the  years  then  ended in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information  presented
on page  11 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the financial statements taken as a whole.


/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant

February 19, 1996
<PAGE>

[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant




Independent Auditor's Report

The Partners
West End Place, A Limited Partnership


We have audited the  accompanying  balance  sheets of West End Place,  A Limited
Partnership,  as of December 31, 1996 and 1995,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  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 audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. These 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of West End Place,  A Limited
Partnership  as of December 31, 1996 and 1995, and the results of its operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information  presented
on page  11 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.


/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant

February 12, 1997
<PAGE>

[Letterhead]

[LOGO]
Rick J. Tanneberger
Certified Public Accountant




Independent Auditor's Report

The Partners
West End Place, A Limited Partnership


We have audited the  accompanying  balance  sheets of West End Place,  A Limited
Partnership,  as of December 31, 1995 and 1994,  and the related  statements  of
income,  partners'  capital  and cash  flows for the  years  then  ended.  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 audit.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards. These 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 financial  statements  referred to above present fairly, in
all  material  respects,  the  financial  position of West End Place,  A Limited
Partnership  as of December 31, 1995 and 1994, and the results of its operations
and its cash  flows for the years  then  ended,  in  conformity  with  generally
accepted accounting principles.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplementary  information  presented
on page  11 is  presented  for  purposes  of  additional  analysis  and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.


/s/Rick J. Tanneberger
Rick J. Tanneberger
Certified Public Accountant

February 19, 1996
<PAGE>
[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT

To the Partners
OAK KNOLL RENAISSANCE LIMITED PARTNERSHIP
Gary, Indiana

We have audited the accompanying  balance sheet of OAK KNOLL RENAISSANCE LIMITED
PARTNERSHIP  (a Limited  Partnership)  as of December  31,  1996,and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. 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 audit.

We conducted our audit 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 statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of OAK KNOLL  RENAISSANCE  LIMITED
PARTNERSHIP  as of December 31, 1996,  and the results of its operations and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

The  accompanying   supplementary  information   shown on  Page 16 through 20 is
presented for purposes   of  additional  analysis  and  is not a  required  part
of the  basic financial  statements.  Such  information  has been  subjected  to
the  auditing procedures  applied in the audit of the basic financial statements
and, in our opinion,  is fairly stated in all material respects  in  relation to
the financial statements taken as a whole.


/s/ Haran & Associates Ltd
Haran & Associates Ltd
Certified Public Accountant
Wilmette, Illinois
Illinois Certificate No. 060-002892
Empoyer Identification No. 36-3097692
January 18, 1997
<PAGE>





[Letterhead]

[LOGO]
Haran & Associates Ltd
Certified Public Accountants


INDEPENDENT AUDITOR'S REPORT

To the Partners
OAK KNOLL RENAISSANCE LIMITED PARTNERSHIP
Gary, Indiana

We have audited the accompanying  balance sheet of OAK KNOLL RENAISSANCE LIMITED
PARTNERSHIP  (a Limited  Partnership)  as of December  31,  1995,and the related
statements of profit and loss, changes in partners' equity and statement of cash
flows for the year then ended. 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 audit.

We conducted our audit 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 statements presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion the financial statements referred to above present fairly, in all
material  respects,  the  financial  position of OAK KNOLL  RENAISSANCE  LIMITED
PARTNERSHIP  as of December 31, 1995,  and the results of its operations and its
cash  flows for the year then  ended,  in  conformity  with  generally  accepted
accounting principles.

The  accompanying  supplementary  information  shown on Page 14 is presented for
purposes  of  additional  analysis  and  is not a  required  part  of the  basic
financial  statements.  Such  information  has been  subjected  to the  auditing
procedures  applied in the audit of the basic  financial  statements and, in our
opinion,  is fairly stated in all material respects in relation to the financial
statements taken as a whole.


/s/ Haran & Associates Ltd
Haran & Associates Ltd
Certified Public Accountant
Wilmette, Illinois
Illinois Certificate No. 060-002892
Empoyer Identification No. 36-3097692
February 2, 1996
<PAGE>


[Letterhead]

[LOGO]
Reznick Fedder & Silverman


INDEPENDENT AUDITORS' REPORT

To the Partners
Schickendanz Bros. - Palm Beach Ltd.


We have audited the accompanying balance sheet of Schickendanz Bros. - Palm 
Beach Ltd. as of December 31, 1996, and the related statements of operations,
partners' equity and cash flows for the year then ended. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Schickendanz Bros. - Palm Beach
Ltd. as of December 31,  1996,  and the results of its  operations  and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

/s/Reznick Fedder & Silverman
Atlanta, Georgia
January 21, 1997

<PAGE>

[Letterhead]

[LOGO]
Reznick Fedder & Silverman


INDEPENDENT AUDITORS' REPORT

To the Partners
Schickendanz Bros. - Palm Beach Ltd.


We have audited the accompanying balance sheet of Schickendanz Bros. - Palm 
Beach Ltd. as of December 31, 1995, and the related statements of operations,
partners' equity and cash flows for the year then ended. 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 audit.

We conducted our audit 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 audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Schickendanz Bros. - Palm Beach
Ltd. as of December 31,  1995,  and the results of its  operations  and its cash
flows for the year then ended, in conformity with generally accepted  accounting
principles.

/s/Reznick Fedder & Silverman

Bethesda, Maryland
January 30, 1996


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[Letterhead]

[LOGO]
SCHWEITZER & DOBOSZ


March 13, 1995

To the Partners
Schickendanz Bros
Palm Beach Limited
Riviera Beach, Florida


We  have  reviewed  the  accompanying  statement  of  asssets,  liabilities  and
partners' capital of Schickendanz  Bros. - Palm Beach Limited as of December 31,
1994, and the related statements of revenue,  expenses and partners' capital and
cash flows from  inception  (June 28, 1994) to December  31, 1994 in  accordance
with  Statements on Standards for Accounting and Review  Services  issued by the
American Institute of Certified Public Accountants.  All information included in
these  financial   statements  is  the   representation  of  the  management  of
Schickendanz Bros. Palm Beach Limited.

A review consists  principally of inquiries of Company  personnel and analytical
procedures  applied to financial  data. It is  substantially  less in scope than
examination  in accordance  with  generally  accepted  auditing  standards,  the
objective  of which is the  expression  of an opinion  regarding  the  financial
statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements  in order  for them to be in
conformity with generally accepted accounting principals

/s/ Schweitzer & Dobosz
SCHWITZER & DOBOSZ
Certfified Public Accountants
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