July 13, 2005




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

       Boston Financial Tax Credit Fund VIII, A Limited Partnership
       Annual Report on Form 10-KSB for the Year Ended March 31, 2005
       File Number 0-26522

Dear Sir/Madam:


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

Very truly yours,



/s/Stephen Guilmette
Stephen Guilmette
Assistant Controller


TC810K



<PAGE>



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
(Mark One)

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

For the fiscal year ended                    March 31, 2005
                         --------------------------------------------------

                                                         OR

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

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

                         Commission file number 0-26522

            Boston Financial Tax Credit Fund VIII, A Limited Partnership
              (Exact name of registrant as specified in its charter)

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

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

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

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

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

                      UNITS OF LIMITED PARTNERSHIP INTEREST
                                (Title of Class)
                                     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-KSB or any amendment to this Form 10-KSB. [ X ]

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

                        $36,497,000 as of March 31, 2005


<PAGE>





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

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

<S>                                                                     <C>
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 12

     "Management Compensation and Fees"                                 Part III, Item 12

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


</TABLE>





<PAGE>


          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                          ANNUAL REPORT ON FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2005


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                           Page No.

PART I

     <S>          <C>                                                        <C>
     Item 1       Business                                                   K-3
     Item 2       Properties                                                 K-5
     Item 3       Legal Proceedings                                          K-8
     Item 4       Submission of Matters to a Vote of
                  Security Holders                                           K-8

PART II

     Item 5       Market for the Registrant's Units and
                  Related Security Holder Matters                            K-8
     Item 6       Management's Discussion and Analysis of
                  Financial Condition and Results of Operations              K-9
     Item 7       Financial Statements and Supplementary Data                K-12
     Item 8       Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure                     K-13
     Item 8A      Controls and Procedures                                    K-13
     Item 8B      Other Information                                          K-13

PART III

     Item 9       Directors and Executive Officers
                  of the Registrant                                          K-13
     Item 10      Management Remuneration                                    K-14
     Item 11      Security Ownership of Certain Beneficial
                  Owners and Management                                      K-14
     Item 12      Certain Relationships and Related Transactions             K-15
     Item 13      Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K                                        K-16
     Item 14.     Principal Accountant Fees and Services                     K-17


SIGNATURES                                                                   K-18
----------

CERTIFICATIONS                                                               K-19
--------------

</TABLE>

<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 ("Unit") 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 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.
Accordingly, 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 were 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 originally acquired by the
Local Limited Partnerships in which the Fund had invested. Item 6 of this Report
contains other significant information with respect to such Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
each Local Limited Partnership interest have been described in the Form 8-Ks and
a supplement to the Prospectus; such descriptions are incorporated herein by
this reference.


<PAGE>
<TABLE>
<CAPTION>


                                     TABLE A

                             SELECTED LOCAL LIMITED
                                PARTNERSHIP DATA


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

<S>                                             <C>                                          <C>
Green Wood Apartments                           Gallatin, TN                                 03/02/94

Webster Court Apartments                        Kent, WA                                     05/13/94

Springwood Apartments                           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>

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.

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 Partners. 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, 2005, 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 total capital contributions in
Local Limited Partnerships: (i) Green Wood Apartments, A Limited Partnership and
Springwood Apartments, A Limited Partnership, representing 21.71%, have Flournoy
Development Company as Local General Partner; (ii) Pike Place, A Limited
Partnership and West End Place, A Limited Partnership, representing 12.90%, 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 has
invested are, and will continue to be, subject to competition from existing and
future apartment complexes in the same areas. The success of the Fund depends 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, 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
governmental 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.
<page>
The Fund is managed by Arch Street VIII Limited Partnership, the sole General
Partner of the Fund. The Fund, which does not have any employees, reimburses MMA
Financial, LLC. 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 9 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 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%.

Each of the Local Limited Partnerships have received an allocation of Tax
Credits from the relevant state tax credit agency. In general, the Tax Credits
run for ten years from the date the Property is placed in service. The required
holding period (the "Compliance Period") of the Properties is fifteen years.
During these fifteen years, the Properties must satisfy rent restrictions,
tenant income limitations and other requirements, as promulgated by the 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, with the exception of Live Oaks Plantation, none of the
Local Limited Partnerships have suffered an event of recapture of Tax Credits.

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

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


<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             2005                2005            2004             Subsidy*          2005
----------------------    --------------  -------------------  ----------------- ----------------     -----------  ---------------


Green Wood Apartments,
   a Limited Partnership
Green Wood Apartments
<S>                         <C>               <C>                    <C>          <C>                    <C>          <C>
Gallatin, TN                164               $3,825,916             $3,825,916   $4,796,578             None         76%

Webster Court Apartments
   a Limited Partnership
Webster Court Apartments
Kent, WA                     92                2,318,078              2,318,078    2,654,915             None         95%

Springwood Apartments
   a Limited Partnership (1)
Springwood Apartments
Tallahassee, FL             113                2,499,202              2,499,202    3,595,249             None          92%

Meadow Wood Associates
   of Pella, a Limited Partnership
Meadow Wood of Pella
Pella, IA                    30                 893,808                 893,808      952,871           Section 8       86%

RMH Associates, a Limited
   Partnership (1)
Hemlock Ridge
Livingston Manor, NY       100                1,697,298               1,697,298     1,614,598          Section 8       98%

Pike Place, a Limited
   Partnership (1)
Pike Place
Fort Smith, AR             144                1,915,328               1,915,328    2,989,349             None          98%

</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             2005                2005            2004             Subsidy*          2005
----------------------    --------------  -------------------  ----------------- ----------------     -----------  ---------------

West End Place, a Limited
   Partnership (1)
West End Place
<S>                           <C>             <C>                     <C>          <C>                   <C>                   <C>
Springdale, AR                120             1,843,010               1,843,010    2,637,818             None                  99%

Oak Knoll Renaissance, a
   Limited Partnership
Oak Knoll Renaissance
Gary, IN                      256             4,922,412               4,922,412    4,600,684             Section 8             96%

Beaverdam Creek Associates,
   a Limited Partnership (2)
Beaverdam Creek
Mechanicsville, VA            120             3,629,140               3,629,140    3,088,194             None                  96%

Schickedanz Brothers Palm
   Beach Limited
Live Oaks Plantation
West Palm Beach, FL           218             5,587,953               5,587,953    5,955,275             None                  89%
                           ------         -------------            ------------   ------------
                            1,357           $29,132,145            $29,132,145    $32,885,531

                            ======           ===========            ===========  ===========


(1)          Boston Financial Tax Credits Fund VIII has a 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.

</TABLE>



<PAGE>
Five Local Limited Partnerships invested in by the Fund represent more than 20%
of the Fund's consolidated assets, equity or net losses. The following financial
information represents the Local Limited Partnerships' performance for the years
ended December 31, 2004 and 2003:
<TABLE>
<CAPTION>

     Beaverdam Creek Associates, a Limited Partneship                    2004              2003
     ------------------------------------------------                -------------    -------------
<S>                                                                  <C>              <C>
     Total Assets                                                    $   5,879,403    $   5,988,492
     Total Liabilities                                               $   3,156,683    $   3,202,448
     Revenue                                                         $     953,633    $     939,666
     Net Loss                                                        $     (14,707)   $    (116,741)

     Greenwood Apartments, a Limited Partnership
     -------------------------------------------
     Total Assets                                                    $   3,621,580    $   3,812,613
     Total Liabilities                                               $   5,764,591    $   5,624,047
     Revenue                                                         $     982,167    $     980,806
     Net Loss                                                        $    (331,577)   $  (3,393,416)

     Webster Court, a Limited Partnership
     ------------------------------------
     Total Assets                                                    $   4,124,542    $   4,219,165
     Total Liabilities                                               $   2,934,673    $   2,924,852
     Revenue                                                         $     471,126    $     455,911
     Net Loss                                                        $    (104,444)   $    (129,953)

     Oak Knoll Renaissance, a Limited Partnership
     --------------------------------------------
     Total Assets                                                    $   8,430,008    $   8,703,041
     Total Liabilities                                               $   5,401,207    $   5,165,184
     Revenue                                                         $   1,975,487    $   1,952,669
     Net Income (Loss)                                               $    (389,223)   $     169,311

     Schickedanz Brothers Palm Beach Limited
     ---------------------------------------
     Total Assets                                                    $  10,955,205    $  11,241,000
     Total Liabilities                                               $   9,966,707    $   9,993,798
     Revenue                                                         $   1,798,639    $   1,741,553
     Net Loss                                                        $    (337,700)   $    (511,696)

</TABLE>



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

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

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

Item 3.  Legal Proceedings

On August 24, 2004, Boston Financial Qualified Housing Limited Partnership,
Boston Financial Tax Credit Fund Plus, A Limited Partnership, Boston Financial
Qualified Housing Tax Credits L.P. II, Boston Financial Qualified Housing Tax
Credits L.P. III, Boston Financial Qualified Housing Tax Credits L.P. IV, Boston
Financial Qualified Housing Tax Credits L.P. V, Boston Financial Tax Credit Fund
VII, A Limited Partnership, and Boston Financial Tax Credit Fund VIII, A Limited
Partnership (collectively, the "Partnerships"), and their general partners
commenced litigation against Everest Housing Investors 2, LLC ("Everest 2") and
three other Everest-related entities (collectively , the "Everest Entities") in
Massachusetts state court, seeking a declaratory judgment that certain materials
the Everest Entities sought to inspect are not "books and records" of the
Partnerships, and that the Everest Entities are in any case not entitled to
inspect said information under applicable partnership agreements, partnership
law or otherwise. On October 7, 2004, the Everest Entities filed an answer and
counterclaim against the Partnerships and their purported general partners,
claiming that they breached applicable partnership agreements, partnership law
and their fiduciary duties to the Everest Entities by failing to make the
purported "books and records" available. On January 12, 2005, the Partnerships
served a motion to amend their complaint to, among other things, add a claim
based on Everest 2's breach of a November 24, 2003 letter agreement which
compelled Everest 2 to keep confidential certain information contemporaneously
disseminated by four of the Partnerships to Everest 2. Having received no
opposition within the specified time, the Partnerships filed the motion to amend
with the proposed first amended complaint on January 31, 2005. The Court has
granted this Motion.

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

Except as noted above, the 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.
<page>
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, 2005, there were 1,187 record holders of Units of the Fund.

Cash distributions, when made, are paid annually. For the years ended March 31,
2005 and 2004, no cash distributions were made.

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

Executive Level Overview

The Fund's investment portfolio consists of limited partnership interests in ten
Local Limited Partnerships, each of which owns and operates a multi-family
apartment complex and each of which has generated Tax Credits. Since inception,
the Fund has generated Tax Credits of approximately $1,379 per Limited Partner
Unit, with approximately $53 of Tax Credits expected to be generated for 2005.
In the aggregate, actual and estimated Tax Credits will enable the Fund to meet
the objective specified in the Fund's prospectus.

Properties that receive low income housing Tax Credits must remain in compliance
with rent restrictions and set aside requirements for at least 15 years from the
date the property is completed (the "Compliance Period"). Failure to do so would
result in the recapture of a portion of the Property's Tax Credits. Between 2008
and continuing through 2009, the Compliance Period of the ten Properties in
which the Fund has an interest will expire. It is unlikely that the General
Partner will be able to dispose of the Fund's Local Limited Partnership
interests concurrently with the expiration of each Property's Compliance Period.
The Fund shall dissolve and its affairs shall be wound up upon the disposition
of the final Local Limited Partnership interest and other assets of the Fund.
Investors will continue to be Limited Partners, receiving K-1s and quarterly and
annual reports, until the Fund is dissolved.

Certain matters discussed herein constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995. The Fund
intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements and are including this statement for
purposes of complying with these safe harbor provisions. Although the Fund
believes the forward-looking statements are based on reasonable assumptions, the
Fund can give no assurance that their expectations will be attained. Actual
results and timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements due to a number
of factors, including, without limitation, general economic and real estate
conditions and interest rates.

Critical Accounting Policies

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

The Fund accounts for its investments in Local Limited Partnerships using the
equity method of accounting. Under the equity method, the investment is carried
at cost, adjusted for the Fund's share of net income or loss and for cash
distributions from the Local Limited Partnerships; equity in income or loss of
the Local Limited Partnerships is included currently in the Fund's operations.
Under the equity method, a Local Limited Partnership investment will not be
carried below zero. To the extent that equity in losses are incurred when the
Fund's carrying value of the respective Local Limited Partnership has been
reduced to a zero balance, the losses will be suspended and offset against
future income. Income from Fund investments where cumulative equity in losses
plus cumulative distributions have exceeded the total investment in Local
Limited Partnerships will not be recorded until all of the related unrecorded
losses have been offset. To the extent that a Local Limited Partnership with a
carrying value of zero distributes cash to the Fund, that distribution is
recorded as income on the books of the Fund and is included in "Other Revenue"
in the accompanying financial statements.
<page>
The Fund has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. The investments are
reviewed for impairment whenever events or changes in circumstances indicate
that the Fund may not be able to recover its carrying value. If an other than
temporary impairment in carrying value exists, a provision to reduce the asset
to fair value will be recorded in the Fund's financial statements.

Accounting Standard Update

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 in order to address certain
technical and implementation issues, requires the Fund to consider consolidation
or provide additional disclosures of financial information for Local Limited
Partnerships meeting the definition of a Variable Interest Entity ("VIE"). The
Fund was required to apply the Interpretation to the Local Limited Partnerships
meeting the definition of a VIE as of March 31, 2005.

This Interpretation requires consolidation by the Fund of the Local Limited
Partnerships' assets and liabilities and results of operations if the
Partnership determined that the Local Limited Partnerships were VIEs and that
the Fund was the "Primary Beneficiary". Minority interests may be recorded for
the Local Limited Partnerships' ownership share attributable to other investors.
Where consolidation of Local Limited Partnerships is not required, additional
financial information disclosures of Local Limited Partnerships may be required.
The Fund has assessed the Interpretation and concluded that it is not the
Primary Beneficiary of any of the Local Limited Partnerships that meet the
definition of a VIE. The Fund is involved with those VIEs as a non-controlling
limited partner equity holder. The Fund is required to disclose its maximum
exposure to economic and financial statement losses as a result of its
involvement with the VIEs. The Fund 's exposure to economic and financial
statement losses from the VIEs is limited to its investment in the VIEs
($8,790,754 at March 31, 2005). The Fund may be subject to additional losses to
the extent of any financial support that the Fund voluntarily provides in the
future.

Liquidity and capital resources

At March 31, 2005, the Fund had cash and cash equivalents of $332,386, as
compared to $341,433 at March 31, 2004. The decrease is primarily attributable
to cash used for the Fund's operating and advances to certain Local Limited
Partnerships, partially offset by cash distributions received from Local Limited
Partnerships.

The General Partner initially designated 5% of the Gross Proceeds, as Reserves
as defined in the Partnership Agreement. The Reserves were established to be
used for working capital of the Fund and contingencies related to the ownership
of Local Limited Partnership interests. The General Partner may increase or
decrease such Reserves from time to time, as it deems appropriate. At March 31,
2005, $338,358 of cash, cash equivalents and marketable securities has been
designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $51,000 have been paid from Reserves. In the event a Local Limited
Partnership encounters operating difficulties requiring additional funds, the
Fund's management might deem it in its best interest to voluntarily provide such
funds in order to protect its investment. As of March 31, 2005, the Fund has
advanced approximately $1,248,000 to Local Limited Partnerships to fund
operating deficits.

The General Partner believes that the investment income earned on the Reserves,
along with cash distributions received from Local Limited Partnerships, to the
extent available, will be sufficient to fund the Fund's ongoing operations.
Reserves may be used to fund operating deficits, if the General Partner deems
funding appropriate. To date, the Fund has used approximately $188,000 of
Reserves to fund operations. If Reserves are not adequate to cover the Fund's
operations, the Fund will seek other financing sources including, but not
limited to, the deferral of Asset Management Fees paid to an affiliate of the
General Partner or working with Local Limited Partnerships to increase cash
distributions.

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, 2005, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for.
<page>
Cash distributions

No cash distributions were made to Limited Partners during the two years ended
March 31, 2005. It is expected that cash available for distribution, if any,
will not be significant in fiscal year 2006. As funds from temporary investments
are paid to Local Limited Partnerships or used in operations, 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

For the year ended March 31, 2005, the Fund's operations resulted in a net loss
of $1,794,522, as compared to $4,297,936 for the year ended March 31, 2004. The
decrease in net loss is primarily attributable to an decrease equity in losses
of Local Limited Partnerships primarily caused by an impairment write-down at
one of the Local Limited Partnerships in the prior year. In addition, net loss
also decreased due to a current year decrease in the provision for valuation of
investments in Local Limited Partnerships to appropriately reflect the estimated
net realizable value of certain investments.

Low-income housing tax credits

The 2004 and 2003 tax credits were $134 and $142 per Unit, respectively. The Tax
Credits per Limited Partner stabilized in 1997 at approximately $142 per Unit,
as Properties reached completion and became fully leased. Since the Tax Credits
had stabilized, the annual amount allocated to investors remained the same for
about the first seven years. In years eight through ten, the credits are
decreasing as Properties reach the end of the ten year credit period. However,
because the Compliance Periods extend significantly beyond the Tax Credit
periods, the Fund is expected to retain most of its interests in the Local
Limited Partnerships for the foreseeable future.

Property discussions

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

As previously reported, the Local General Partner of Live Oaks Plantation,
located in West Palm Beach, Florida, indicated a desire to transfer its interest
in the Local Limited Partnership to a replacement Local General Partner.
Accordingly, the General Partner began working with the Local General Partner to
identify an acceptable replacement. Negotiations to replace the Local General
Partner were then delayed due to an audit by the Internal Revenue Service
("IRS"). The audit focused on the tax treatment of certain items, such as land
improvements, impact fees, utility fees and developer fees. In April 2002, the
Florida office of the IRS issued their report indicating an eligible basis
reduction of approximately $1,000,000, which would reduce the amount of Tax
Credits and losses generated by the Property. The Local General Partner filed an
appeal of the report to the Washington D.C. office of the IRS. The appeal was
successful, and during April 2004 a settlement was reached whereby the eligible
basis was reduced by approximately $93,000. As a result, the Fund had recapture
of previously taken Tax Credits of approximately $2 per Unit. Future Tax Credits
will also be reduced by approximately $0.25 per Unit. Subsequent to reaching a
settlement with the IRS, negotiations to replace the Local General Partner
resumed. Effective June 28, 2004, an affiliate of the General Partner replaced
the Local General Partner. The General Partner has continued to seek a permanent
replacement Local General Partner. A potential replacement Local General Partner
has been identified and it is anticipated that that the Local General Partner
interest will be transferred during the second quarter of 2005. In addition,
while occupancy and working capital levels have consistently remained adequate,
the Property generated significant operating deficits in 2001 and 2002. The Fund
funded slightly more than $1,000,000 of deficits from Fund reserves. The General
Partner anticipates that the recent increase in cash from operations will
continue and will be sufficient to fund the monthly debt service. Occupancy at
the Property averaged 90% during 2004 and debt service coverage and working
capital were at appropriate levels.
<page>
As previously reported, turnover at Green Wood Apartments, located in Gallatin,
Tennessee, had caused a decline in Property operations. Although the economy in
Gallatin is growing, the major employers of tenants qualifying for affordable
housing had layoffs. Rents were reduced in an effort to stabilize occupancy and
administrative and maintenance expenses have been higher than budgeted. The
Local General Partner has funded the operating deficits, enabling the Property
to remain current on its loan obligations. However, the Property's occupancy and
debt service coverage are below levels adequate to ensure breakeven operations.
The General Partner will continue to closely monitor Property operations.

As previously reported, Meadow Wood of Pella, located in Pella, Iowa, has
experienced operating deficits for the past several quarters due to reduced
revenues resulting from low occupancy and high expenses. Operating deficits have
continued in 2004, although smaller than in 2003. The Local General Partner has
funded the operating deficit, and the Property has remained current on its debt
service. Occupancy and working capital deteriorated during 2004. The General
Partner will continue to closely monitor Property operations.

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, 2005 and 2004.

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

Item 7.  Financial Statements and Supplementary Data

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

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

None.

Item 8A.  Controls and Procedures

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

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


Item 8B.  Other Information

No reports on Form 8-K were filed during the fourth quarter of the year ended
March 31, 2005.


                                    PART III

Item 9.  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 MMA
Financial, LLC. The General Partner was formed in August 1993. The Investment
Committee of the General Partner approves all investments. The names and
positions of the principal officers and directors of the General Partner are set
forth below.

Name     Position

Jenny Netzer                 Executive Vice President, Tax Credit Equity Group
Michael H. Gladstone         Principal, Member

The General Partner provides day-to-day management of the Fund. Compensation is
discussed in Item 10 of this report. Such day-to-day management does not include
the management of the properties.
<page>
The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.

Jenny Netzer, age 49 Executive Vice President, Tax Credit Equity Group - Ms.
Netzer is responsible for tax credit investment programs to institutional
clients. She joined MMA Financial, LLC as a result of the Boston Financial and
subsequent Lend Lease HCI acquisitions, starting with Boston Financial in 1987
and leading Boston Financial's new business initiatives and managing the firm's
Asset Management division. Prior to joining Boston Financial, Ms. Netzer served
as Deputy Budget Director for the Commonwealth of Massachusetts where she was
responsible for the Commonwealth's health care and public pension program's
budgets. Ms. Netzer also served as Assistant Controller at Yale University, as a
former member of Watertown Zoning Board of Appeals, as the Officer of Affordable
Housing Tax Credit Coalition and is a frequent speaker on affordable housing and
tax credit industry issues. Ms. Netzer is a graduate of Harvard University (BA)
and Harvard's Kennedy School of Government (MPP).

Michael H. Gladstone, age 48, Principal, Member - Mr. Gladstone is responsible
for capital transactions work in the Asset Management group of MMA Financial,
LLC. He joined MMA Financial, LLC as a result of the Boston Financial and Lend
Lease HCI acquisitions, starting with Boston Financial in 1985 as the firm's
General Counsel. Prior to joining Boston Financial, Mr. Gladstone was associated
with the law firm of Herrick & Smith and served on the advisory board of the
Housing and Development Reporter. Mr. Gladstone has lectured at Harvard
University on affordable housing matters and is a member of the National Realty
Committee, Cornell Real Estate Council, National Association of Real Estate
Investment Managers and Massachusetts Bar. Mr. Gladstone is a graduate of Emory
University (BA) and Cornell University (J.D. & MBA).

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

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

Item 10.  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.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

As of March 31, 2005, the following entities are the only entities known to the
Fund 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>                              <C>
Limited                 Oldham Institutional Tax Credits LLC       2,476 Units                      6.78%
Partner                 101 Arch Street
                        Boston, MA

Limited                 Oldham Institutional Tax Credits           5,220 Units                      14.30%
Partner                 VI LLC
                        101 Arch Street
                        Boston, MA

Limited                 Liberty Corporation                        2,079 Units                      5.70%
Partner                 PO Box 789
                        Greenville, SC
</TABLE>
<page>
Oldham Institutional Tax Credits LLC and Oldham Institutional Tax Credits VI LLC
are affiliates of Arch Street VIII Limited Partnership, the General Partner.

The equity securities registered by the Fund under Section 12(g) of the Act of
1934 consist of 200,000 Units, 36,497 of which have been sold to the public.
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.

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

Except as described in the preceding paragraphs, neither Arch Street VIII, Inc.,
Arch Street VIII Limited Partnership, MMA Financial, LLC 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 Fund does not know of any existing arrangement that might at a later date
result in a change in control of the Fund.

Item 12.  Certain Relationships and Related Transactions

The Fund is required to pay certain fees to and reimburse certain expenses of
the General Partner or its affiliates (including MMA Financial, LLC) 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 MMA Financial, LLC) 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, 2005 and 2004 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 regarding the Fees paid and expense reimbursements made in the two
years ended March 31, 2005 is as follows:

Organizational fees and expenses and selling expenses

In accordance with the Partnership Agreement, the Fund was 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 was also 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. There were no organizational fees and
expenses paid for the two years ended March 31, 2005.

Acquisition fees and expenses

In accordance with the Partnership Agreement, the Fund was 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 totaled
6% of the Gross Proceeds.
<page>
Acquisition expenses, which include such expenses as legal fees and expenses,
travel and communications expenses, costs of appraisals, accounting fees and
expenses, were expected to total 1.5% of the Gross 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. There were no acquisition fees and expenses paid for the two years
ended March 31, 2005.

Asset management fees

In accordance with the Partnership Agreement, an affiliate of the General
Partner currently receives 0.50% (annually 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, 2005 and
2004 are as follows:

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

Asset management fees                     $    233,865     $   226,580

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 Fund's operations. Reimbursements paid or payable in the years
ended March 31, 2005 and 2004 are as follows:
                                                 2005             2004
                                             ------------     -----------

Salaries and benefits expense reimbursement  $    103,838     $    74,805

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, 2005, the Fund has not paid any cash distributions to
partners.

Additional information concerning cash distributions and other fees paid or
payable to the General Partner and its affiliates and the reimbursement of
expenses paid or payable to MMA Financial, LLC and its affiliates during each of
the two years ended March 31, 2005 is presented in Note 5 to the Financial
Statements.

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

(a) Documents filed as a part of this Report

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

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

(b)      Exhibits

     31.1 Certification of Principal Executive Officer pursuant to section 302
     of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial
     Officer pursuant to section 302 of the Sarbanes-Oxley Act of 2002 32.1
     Certification of Principal Executive Officer and Principal Financial
     Officer pursuant to section 906 of the
           Sarbanes-Oxley Act of 2002

<page>
Item 14.   Principal Accountant Fees and Services

The Partnership paid or accrued fees for services rendered by the principal
accountant for the two years ended March 31, 2005 as follows:
                                               2005              2004
                                            ---------         --------
     Audit fees                             $  16,750         $ 19,140
     Tax fees                               $   1,950         $  1,850

No other fees were paid or accrued to the principal accountants during the two
years ended March 31, 2005.


<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/Jenny Netzer                            Date:    July 13, 2005
        ---------------------------------------             -------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC



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

     By:   /s/Jenny Netzer                        Date:    July 13, 2005
           ---------------------------------------         -------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC


     By:   /s/Michael H. Gladstone                Date:   July 13, 2005
           -----------------------------                  -------------
           Michael H. Gladstone
           Principal
           MMA Financial, LLC


 <page>
<TABLE>
<CAPTION>

          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                          ANNUAL REPORT ON FORM 10-KSB
                        FOR THE YEAR ENDED MARCH 31, 2005
                                                                 INDEX


                                                                               Page No.

     Report of Independent Registered Public Accounting Firm
<S>                                                                              <C>
        For the years ended March 31, 2005 and 2004                              F-2

     Financial Statements

       Balance Sheet - March 31, 2005                                            F-3

       Statements of Operations - For the years ended
         March 31, 2005 and 2004                                                 F-4

       Statements of Changes in Partners' Equity (Deficiency) -
         For the years ended March 31, 2005 and 2004                             F-5

       Statements of Cash Flows - For the years ended
         March 31, 2005 and 2004                                                 F-6

       Notes to the Financial Statements                                         F-7

</TABLE>


<PAGE>



          Report of Independent Registered Public Accounting Firm


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


In our opinion, the financial statements listed in the accompanying index
present fairly, in all material respects, the financial position of Boston
Financial Tax Credit Fund VIII, A Limited Partnership ("the Partnership") at
March 31, 2005, and the results of its operations and its cash flows for each of
the two years in the period ended March 31, 2005 in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.



/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
July 13, 2005




<PAGE>


                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                                  BALANCE SHEET
                                 March 31, 2005

<TABLE>
<CAPTION>



Assets

<S>                                                                                       <C>
Cash and cash equivalents                                                                 $      332,386
Marketable securities, at fair value (Note 3)                                                      5,972
Investments in Local Limited Partnerships (Note 4)                                             8,790,754
Other assets                                                                                         204
                                                                                          --------------
     Total Assets                                                                         $    9,129,316
                                                                                          ==============
Liabilities and Partners' Equity

Due to affiliate (Note 5)                                                                 $    1,226,892
Accrued expenses                                                                                  44,823
                                                                                          --------------
     Total Liabilities                                                                         1,271,715
                                                                                          ==============
General, Initial and Investor Limited Partners' Equity                                         7,857,557
Net unrealized gains on marketable securities                                                         44
                                                                                          --------------
     Total Partners' Equity                                                                    7,857,601
                                                                                          --------------
     Total Liabilities and Partners' Equity                                               $    9,129,316
                                                                                          ==============

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

<PAGE>

                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                            STATEMENTS OF OPERATIONS
                  For the Years Ended March 31, 2005 and 2004

<TABLE>
<CAPTION>

                                                                                2005             2004

Revenue:
<S>                                                                        <C>               <C>
   Investment                                                              $       5,896     $       5,996
   Other                                                                               -                 -
                                                                           -------------     -------------
       Total Revenue                                                               5,896             5,996
                                                                           -------------     -------------
Expenses:
   Asset management fees, related party (Note 5)                                 233,865           226,580
   Provision for valuation of advances to
     Local Limited Partnerships (Note 4)                                          73,076            40,000
   Provision for valuation of investments in Local
     Limited Partnerships (Note 4)                                                96,000         1,116,000
   General and administrative (includes
     reimbursements to an affiliate in the
     amounts of $103,838 and $74,805 in 2005 and
     2004, respectively) (Note 5)                                                178,022           153,220
   Amortization                                                                   28,126            28,685
                                                                          --------------     -------------
       Total Expenses                                                            609,089         1,564,485

Loss before equity in losses of
   Local Limited Partnerships                                                   (603,193)        (1,558,489)

Equity in losses of Local Limited
   Partnerships (Note 4)                                                      (1,191,329)        (2,739,447)
                                                                           -------------     -------------
Net Loss                                                                   $  (1,794,522)    $   (4,297,936)
                                                                           =============     ==============
Net Loss allocated:
   General Partner                                                         $     (17,945)    $      (42,979)
   Limited Partners                                                           (1,776,577)        (4,254,957)
                                                                           -------------     --------------
                                                                           $  (1,794,522)    $   (4,297,936)
Net Loss per Limited Partner Unit                                          =============     ==============
    (36,497 Units)                                                         $      (48.68)    $      (116.58)
                                                                           =============     ==============
The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>

                  BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                      STATEMENTS OF CHANGES IN PARTNERS EQUITY (DEFICIENCY)

                         For the Years Ended March 31, 2005 and 2004




<TABLE>
<CAPTION>
                                                    Initial        Investor           Net
                                      General       Limited         Limited       Unrealized
                                     Partner        Partner        Partners          Gains            Total

<S>                                 <C>            <C>          <C>               <C>            <C>
Balance at March 31, 2003           $  (176,847)   $     100    $  14,126,762     $     3,206    $  13,953,221
                                    -----------    ---------    -------------     -----------    -------------
Comprehensive Loss:
   Change in net unrealized gains
     on marketable securities
     available for sale                       -            -                -          (2,686)          (2,686)
   Net Loss                             (42,979)           -       (4,254,957)              -       (4,297,936)
                                    -----------    ---------    -------------     -----------    -------------
Comprehensive Loss                      (42,979)           -       (4,254,957)         (2,686)      (4,300,622)
                                    -----------    ---------    -------------     -----------    -------------
Balance at March 31, 2004              (219,826)         100        9,871,805             520        9,652,599
                                    -----------    ---------    -------------     -----------    -------------
Comprehensive Loss:
   Change in net unrealized gains
     on marketable securities
     available for sale                       -            -                -            (476)            (476)
   Net Loss                             (17,945)           -       (1,776,577)              -       (1,794,522)
                                    -----------    ---------    -------------     -----------    -------------
Comprehensive Loss                      (17,945)           -       (1,776,577)           (476)      (1,794,998)
                                    -----------    ---------    -------------     -----------    -------------
Balance at March 31, 2005           $  (237,771)   $     100    $   8,095,228     $        44    $   7,857,601
                                    ===========    =========    =============     ===========    =============
The accompanying notes are an integral part of these financial statements.
</TABLE>

<PAGE>


              BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                                 STATEMENTS OF CASH FLOWS
                      For the Years Ended March 31, 2005 and 2004

<TABLE>
<CAPTION>

                                                                                  2005           2004

Cash flows from operating activities:
<S>                                                                          <C>             <C>
   Net Loss                                                                  $  (1,794,522)  $  (4,297,936)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                              1,191,329       2,739,447
     Provision for valuation of advances to Local
       Limited Partnerships                                                         73,076          40,000
     Provision for valuation of investments in Local
       Limited Partnerships                                                         96,000       1,116,000
     Amortization                                                                   28,126          28,685
     Other non-cash item                                                              (177)           (236)
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
       Other assets                                                                    (62)            886
       Due to affiliate                                                            337,703         301,385
       Accrued expenses                                                             14,811           5,206
                                                                             -------------    ------------
Net cash used for operating activities                                             (53,716)        (66,563)
                                                                             -------------    ------------
Cash flows from investing activities:
   Proceeds from maturities of
     marketable securities                                                          12,441          75,228
   Advances to Local Limited Partnerships                                          (73,076)        (40,000)
   Cash distributions received from Local
     Limited Partnerships                                                          105,304         169,766
                                                                             -------------   -------------
Net cash provided by investing activities                                           44,669         204,994
                                                                             -------------   -------------
Net increase (decrease) in cash and cash equivalents                                (9,047)        138,431

Cash and cash equivalents, beginning                                               341,433         203,002
                                                                             -------------   -------------
Cash and cash equivalents, ending                                            $     332,386   $     341,433
                                                                             =============   =============

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

<PAGE>

                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                        NOTES TO THE 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 that may be
applied against the federal income tax liability of an investor. The Fund's
objectives are to: (i) provide investors with annual tax credits which they may
use to reduce their federal income tax liability; ii) provide limited cash
distributions from the operations of apartment complexes; and iii) preserve and
protect the Fund's capital. 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 MMA Financial, LLC as the sole limited partner, is the sole General
Partner of the Fund. Arch Street L.P. and Arch Street, Inc. are affiliates of
MMA Financial, LLC. 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 interest ("Units") 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 received $36,497,000 of capital contributions from
investors admitted as Limited Partners, for a total of 36,497 Units.

Under the terms of the Partnership Agreement, the Fund originally 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, 2005, the General Partner has
designated $338,358 of cash, cash equivalents and marketable securities as such
Reserve.

Generally, profits, losses, tax credits and cash flow from operations are
allocated 99% to the Limited Partners and 1% to the General Partner. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partner, after certain priority payments. The
General Partner has an obligation to fund deficits in its capital account,
subject to limits set forth in the Partnership Agreement.

2.       Significant Accounting Policies

Cash Equivalents

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

Concentration of Credit Risk

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

Marketable Securities

The Fund'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. All marketable securities have fixed maturities.
Realized gains and losses from the sales of securities are based on the specific
identification method. Unrealized gains and losses are excluded from earnings
and reported as a separate component of partners' equity.


<PAGE>

                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                       NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Investments in Local Limited Partnerships

The Fund accounts for its investments in Local Limited Partnerships using the
equity method of accounting. Under the equity method, the investment is carried
at cost, adjusted for the Fund's share of net income or loss and for cash
distributions from the Local Limited Partnerships; equity in income or loss of
the Local Limited Partnerships is included currently in the Fund's operations.
Under the equity method, a Local Limited Partnership investment will not be
carried below zero. To the extent that equity in losses are incurred when the
Fund's carrying value of the respective Local Limited Partnership has been
reduced to a zero balance, the losses will be suspended and offset against
future income. Income from Local Limited Partnerships, where cumulative equity
in losses plus cumulative distributions have exceeded the total investment in
Local Limited Partnerships, will not be recorded until all of the related
unrecorded losses have been offset. To the extent that a Local Limited
Partnership with a carrying value of zero distributes cash to the Fund, that
distribution is recorded as income on the books of the Fund and is included in
"Other Revenue" in the accompanying financial statements.

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

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

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

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

The Fund, 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 of facilities and continued eligibility of tax
credits. If the cost of operating a property exceeds the rental income earned
thereon, the Fund 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, 2004 and 2003 and for the years then
ended.

The Fund has implemented policies and practices for assessing potential
 impairment of its investments in Local Limited Partnerships. The investments
 are reviewed for impairment whenever events or changes in circumstances
 indicate that the Fund may not be able to
recover its carrying value. If an other than temporary impairment in carrying
value exists, a provision to reduce the asset to fair value will be recorded in
the Fund's financial statements.


<PAGE>


                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                         NOTES TO THE FINANCIAL STATEMENTS (continued)


2. Significant Accounting Policies (continued)

Use of Estimates

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

Fair Value of Financial Instruments

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

Income Taxes

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

Accounting Standard Update

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest Entities", which provides new criteria for
determining whether or not consolidation accounting is required. The
Interpretation, which was modified in December 2003 in order to address certain
technical and implementation issues, requires the Fund to consider consolidation
or provide additional disclosures of financial information for Local Limited
Partnerships meeting the definition of a Variable Interest Entity ("VIE"). The
Fund was required to apply the Interpretation to the Local Limited Partnerships
meeting the definition of a VIE as of March 31, 2005.

This Interpretation requires consolidation by the Fund of the Local Limited
Partnerships' assets and liabilities and results of operations if the Fund
determined that the Local Limited Partnerships were VIEs and that the Fund was
the "Primary Beneficiary". Minority interests may be recorded for the Local
Limited Partnerships' ownership share attributable to other investors. Where
consolidation of Local Limited Partnerships is not required, additional
financial information disclosures of Local Limited Partnerships may be required.
The Fund has assessed the Interpretation and concluded that it is not the
Primary Beneficiary of any of the Local Limited Partnerships that meet the
definition of a VIE. The Fund is involved with those VIEs as a non-controlling
limited partner equity holder. The Fund is required to disclose its maximum
exposure to economic and financial statement losses as a result of its
involvement with the VIEs. The Fund 's exposure to economic and financial
statement losses from the VIEs is limited to its investment in the VIEs
($8,790,754 at March 31, 2005). The Fund may be subject to additional losses to
the extent of any financial support that the Fund voluntarily provides in the
future.


<PAGE>

                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                      NOTES TO THE FINANCIAL STATEMENTS (continued)


<TABLE>
<CAPTION>

3.   Marketable Securities

A summary of marketable securities is as follows:
                                                                          Gross           Gross
                                                                        Unrealized     Unrealized        Fair
                                                           Cost           Gains          Losses          Value

<S>                                                    <C>             <C>            <C>            <C>
Mortgage backed securities                             $     5,928     $        44    $         -    $     5,972

Marketable securities at March 31, 2005                $     5,928     $        44    $         -    $     5,972

The contractual maturities at March 31, 2005 are as follows:
                                                                                      Fair
                                                                      Cost            Value

Mortgage backed securities                                        $     5,928      $     5,972
                                                                  $     5,928      $     5,972

</TABLE>

Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the maturities of
marketable securities were approximately $12,000 and $75,000 during the years
ended March 31, 2005 and 2004, respectively.

4.   Investments in Local Limited Partnerships

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

The following is a summary of investments in Local Limited Partnerships at March
31, 2005:

<S>                                                                                              <C>
Capital contributions and advances paid to Local Limited Partnerships                            $  30,513,168

Cumulative equity in losses of Local Limited Partnerships (excluding
   cumulative unrecognized losses of $2,114,358)                                                   (18,598,790)

Cumulative cash distributions received from Local Limited Partnerships                              (1,111,725)
                                                                                                 -------------
Investments in Local Limited Partnerships before adjustments                                        10,802,653

Excess of investment costs over the underlying assets acquired:

   Acquisition fees and expenses                                                                     1,048,010

   Cumulative amortization of acquisition fees and expenses                                           (287,474)
                                                                                                 -------------
Investments in Local Limited Partnerships before impairment allowance                               11,563,189

Impairment allowance on investments in Local Limited Partnerships                                   (2,772,435)
                                                                                                 -------------
Investments in Local Limited Partnerships                                                        $   8,790,754
                                                                                                 =============
</TABLE>

For the year ended March 31, 2005, the Fund advanced $73,076 to one of the Local
Limited Partnerships, all of which was impaired. In addition, the Fund has also
recorded an impairment allowance for its investments in certain Local Limited
Partnerships in order to appropriately reflect the estimated net realizable
value of these investments.

<page>


                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                       NOTES TO THE FINANCIAL STATEMENTS (continued)


4. Investments in Local Limited Partnerships (continued)

Summarized combined financial information of the Local Limited Partnerships in
which the Fund has invested as of December 31, 2004 and 2003 (due to the Fund's
policy of reporting the financial information of its Local Limited Partnership
interests on a 90 day lag basis) is as follows:
<TABLE>
<CAPTION>

Summarized Balance Sheets - as of December 31,
                                                                                  2004             2003
Assets:
<S>                                                                          <C>               <C>
   Investment property, net                                                  $  48,126,113     $  50,195,293
   Other assets                                                                  3,609,728         3,552,699
                                                                             -------------     -------------
     Total Assets                                                            $  51,735,841     $  53,747,992
                                                                             =============     =============
Liabilities and Partners' Equity:
   Mortgage notes payable                                                    $  32,885,531     $  33,621,184
   Other liabilities                                                            11,028,487        10,332,184
                                                                             -------------     -------------
     Total Liabilities                                                          43,914,018        43,953,368
                                                                             =============     =============
Fund's Equity                                                                    8,893,788        10,558,877
Other partners' deficiency                                                      (1,071,965)         (764,253)
                                                                             -------------     -------------
     Total Equity                                                                7,821,823         9,794,624
                                                                             -------------     -------------
     Total Liabilities and Partners' Equity                                  $  51,735,841     $  53,747,992
                                                                             =============     =============

Summarized Income Statements - for the year
ended December 31,

Rental and other income                                                      $   9,157,494     $   8,998,065
                                                                             -------------     -------------
Expenses:
   Operating                                                                     5,730,458         8,208,385
   Interest                                                                      2,836,555         2,888,426
   Depreciation and amortization                                                 2,284,398         2,473,932
                                                                             -------------     -------------
     Total Expenses                                                             10,851,411        13,570,743
                                                                             -------------     -------------
Net Loss                                                                     $  (1,693,917)    $  (4,572,678)
                                                                             =============     =============
Fund's share of Net Loss                                                     $  (1,601,766)    $  (4,443,367)
                                                                             =============     =============
Other partners' share of Net Loss                                            $     (92,151)    $    (129,311)
                                                                             =============     =============
</TABLE>
For the years ended March 31, 2005 and 2004, the Fund has not recognized
$410,437 and $1,703,920, respectively, of equity in losses relating to certain
Local Limited Partnerships in which cumulative equity in losses and
distributions exceeded its total investment in the Local Limited Partnership.

The Fund's equity as reflected by the Local Limited Partnerships of $8,893,788
differs from the Fund's investments in Local Limited Partnerships before
adjustments of $10,802,653 primarily because of cumulative unrecognized losses
as described above and differences in the accounting treatment of miscellaneous
items.


<PAGE>

                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP


                          NOTES TO THE FINANCIAL STATEMENTS (continued)


5.   Transactions with Affiliates

An affiliate of the General Partner receives a base amount of 0.50% (annually
adjusted by the CPI factor) of the Gross Proceeds as the annual Asset Management
Fee for administering the affairs of the Fund. Asset Management Fees of $233,865
and $226,580 for the years ended March 31, 2005 and 2004, respectively, have
been included in expenses. Included in due to affiliate at March 31, 2005 is
$1,001,049 of Asset Management Fees. During the years ended March 31, 2005 and
2004, $0 and $0, respectively, were paid out of available cash flow for Asset
Management Fees.

An affiliate of the General Partner is reimbursed for the cost of the Fund's
salaries and benefits expenses. Included in general and administrative expenses
for the years ended March 31, 2005 and 2004, is $103,838 and $74,805,
respectively that the Fund incurred for these expenses. As of March 31, 2005,
$225,843 is payable to an affiliate of the General Partner for salaries and
benefits.

6.   Federal Income Taxes

The following schedule reconciles the reported financial statement net loss for
the fiscal years ended March 31, 2005 and 2004 to the net loss reported on the
Form 1065, U.S. Partnership Return of Income for the years ended December 31,
2004 and 2003:
<TABLE>
<CAPTION>

                                                                                    2005              2004

<S>                                                                             <C>              <C>
Net Loss per financial statements                                               $  (1,794,522)   $  (4,297,936)

Equity in losses of Local Limited Partnerships for financial reporting (tax)
   purposes in excess of equity in losses for tax
   (financial reporting) purposes                                                    (108,986)       2,911,853
Equity in losses of Local Limited Partnerships not recognized for
   financial reporting purposes                                                      (410,437)      (1,703,920)

Adjustment to reflect March 31 fiscal year end to December 31
   taxable year end                                                                    (4,011)          (2,203)

Amortization for tax purposes in excess of amortization
   for financial reporting purposes                                                    (9,983)          (9,424)

Provision for valuation of advances to Local Limited
   Partnerships not deductible for tax purposes                                        73,076           40,000

Provision for valuation of investments in Local Limited Partnerships
   not deductible for tax purposes                                                     96,000        1,116,000
                                                                                -------------    -------------
Net Loss per tax return                                                         $  (2,158,863)   $  (1,945,630)
                                                                                =============    =============
</TABLE>

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax purposes as of March 31, 2005 and December 31, 2004,
respectively are as follows:
<TABLE>
<CAPTION>

                                                         Financial
                                                          Reporting              Tax
                                                          Purposes            Purposes          Differences

<S>                                                    <C>                 <C>                 <C>
Investments in Local Limited Partnerships              $    8,790,754      $   9,870,846       $   1,080,092
Other assets                                           $      338,562      $   5,018,304       $   4,679,742
Liabilities                                            $    1,271,715      $   1,191,393       $     (80,322)

</TABLE>

<PAGE>


                 BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                     NOTES TO THE FINANCIAL STATEMENTS (continued)


6. Federal Income Taxes (continued)


The differences in assets and liabilities of the Fund for financial reporting
and tax purposes are primarily attributable to: (i) the cumulative equity in
losses from Local Limited Partnerships for tax reporting purposes is
approximately $1,600,000 more than for financial reporting purposes, including
approximately $2,114,000 of losses the Fund has not recognized relating to two
Local Limited Partnerships whose cumulative equity in losses exceeded the total
investment; (ii) the cumulative amortization of acquisition fees for tax
purposes exceeds financial reporting purposes by approximately $73,000; (iii)
the Fund has provided an impairment allowance of approximately $2,772,000
against its investments in Local Limited Partnerships for financial reporting
purposes; (iv) organizational and offering costs of approximately $4,664,000
that have been capitalized for tax purposes are charged to Limited Partners'
equity for financial reporting purposes.







<PAGE>