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September 5, 2006




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/A for the Year Ended March 31, 2004
       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/A
(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, 2004
                         ------------------------------------------------

                                                         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/A or any amendment to this Form 10-KSB/A. [ X ]

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

                        $28,801,000 as of March 31, 2004


<PAGE>



DOCUMENTS  INCORPORATED  BY REFERENCE:  LIST THE  FOLLOWING  DOCUMENTS IF
INCORPORATED  BY REFERENCE AND THE PART OF THE FORM 10-KSB/A 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/A 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>


                                Explanatory Note

On June 30, 2004, Boston Financial Tax Credit Fund VIII, A Limited Partnership
(the "Fund") filed its annual report on Form 10-KSB for its fiscal year ended
March 31, 2004. The Fund hereby amends the 2004 Form 10-KSB to include the name
of its Registered Public Accounting Firm as well as the city and state of the
office that performed the audit, to disclose the fees paid and types of services
rendered by the principal accountant, to expand in greater detail the
disclosures in the summary of Critical Accounting Policies and to include
current certifications pursuant to sections 302 and 906 of the Sarbanes-Oxley
Act of 2002. This form 10-KSB/A does not reflect events occurring after the June
30, 2004 filing of the Annual Report or modify or update the disclosure
contained in the Annual Report in any way other than as required to reflect the
amendments discussed above.




<PAGE>


          BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP

                         ANNUAL REPORT ON FORM 10-KSB/A
                        FOR THE YEAR ENDED MARCH 31, 2004


                                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-8
     Item 7       Financial Statements and Supplementary Data                K-12
     Item 8       Changes in and Disagreements with Accountants
                   on Accounting and Financial Disclosure K-12

PART III

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

CONTROLS AND PROCEDURES                                                      K-16
-----------------------

SIGNATURES                                                                   K-17
----------

CERTIFICATIONS                                                               K-18
--------------
</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, 2004, 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.

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, 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      2004               2004           2003             Subsidy*            2004
------------------------- ------------ ---------------  --------------  ---------------     -----------    ---------------


Green Wood Apartments,
a Limited Partnership
Green Wood Apartments
<S>                       <C>             <C>             <C>              <C>                                        <C>
Gallatin, TN              164             $3,825,916      $3,825,916       $4,875,220          None                   83%

Webster Court Apartments
a Limited Partnership
Webster Court Apartments
Kent, WA                   92              2,318,078       2,318,078        2,698,883          None                   95%

Springwood Apartments
a Limited Partnership (1)
Springwood Apartments
Tallahassee, FL           113              2,499,202       2,499,202        3,655,827          None                   95%

Meadow Wood Associates
of Pella, a Limited Partnership
Meadow Wood of Pella
Pella, IA                  30                893,808         893,808          981,060         Section 8               90%

RMH Associates, a Limited
Partnership (1)
Hemlock Ridge
Livingston Manor, NY      100              1,697,298       1,697,298        1,715,844         Section 8               97%

Pike Place, a Limited
Partnership (1)
Pike Place
Fort Smith, AR            144              1,915,328        1,915,328        3,060,959          None                  100%

</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      2004               2004           2003             Subsidy*            2004
------------------------- ------------ ---------------  --------------  ---------------     -----------    ---------------

West End Place, a Limited
Partnership (1)
West End Place
<S>                         <C>          <C>                 <C>              <C>                                      <C>
Springdale, AR              120          1,843,010           1,843,010        2,701,007          None                  100%

Oak Knoll Renaissance, a
Limited Partnership
Oak Knoll Renaissance
Gary, IN                    256          4,922,412           4,922,412        4,752,848         Section 8              97%

Beaverdam Creek Associates,
a Limited Partnership (2)
Beaverdam Creek
Mechanicsville, VA          120          3,629,140           3,629,140        3,137,700          None                   93%

Schickedanz Brothers Palm
Beach Limited
Live Oaks Plantation
West Palm Beach, FL         218          5,587,953           5,587,953        6,041,836          None                   93%
                          ------       -------------       ------------      ------------
                          1,357        $29,132,145         $29,132,145      $33,621,184
                          ======        ===========        ===========      ===========

(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>



Four Local Limited Partnerships invested in by the Fund, Green Wood Apartments
Limited Partnership, Oak Knoll Renaissance Limited Partnerships, Beaverdam Creek
Associates Limited Partnership and Schickedanz Brothers Palm Beach Limited
Partnership each represent more than 10% of the total capital contributions made
to Local Limited Partnerships by the Fund.

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

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

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

None.
                                     PART II

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

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

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

As of March 31, 2004, there were 1,192 record holders of Units of the Fund.

Cash distributions, when made, are paid annually. For the years ended March 31,
2004 and 2003, 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 $1,243 per Limited Partner
Unit, with approximately $135 and $53 of Tax Credits expected to be generated
for 2004 and 2005, respectively. In the aggregate, actual and estimated Tax
Credits will enable the Fund to meet the objectives 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 Managing
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.

Other Development

During the year ended March 31, 2004, Lend Lease Real Estate Investments, Inc.
sold its interest in, and association with, the General Partner and its
affiliated business unit, Housing and Community Investing ("HCI"), to Municipal
Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of
originating, servicing and investing in multi-family housing. HCI was combined
with Muni Mae's Midland subsidiary to operate under the name MMA Financial, LLC.

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 because the Fund does not have control of the major
operating and financial policies of the Local Limited Partnerships in which it
invests. Under the equity method, the investment is carried at cost, adjusted
for the Fund's share of 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.

The Fund has policies and practices for assessing potential impairment of its
investments in Local Limited Partnerships. The Fund analyzes these investments
to determine if impairment indicators exist and if an other than temporary
impairment adjustment is necessary. If impairment indicators are present, the
investment is further analyzed to consider the Fund's ability to recover the
investment's carrying value. If an other than temporary impairment in carrying
value exists, an impairment loss is recorded to write down the investment to its
fair value. Fair value is primarily established from the current market value
estimate of the remaining unused tax credits associated with the properties
owned by the Local Limited Partnerships. During the year ended March 31, 2004,
the Fund concluded two of the Local Limited Partnerships had experienced other
than temporary declines in its carrying value and impairment losses were
recorded; Webster Court Apartments, a Limited Partnership for $1,035,000 and
Meadow Wood Associates of Pella, a Limited Partnership for $81,000. During the
year ended March 31, 2003, the Fund concluded one of the Local Limited
Partnerships had experienced other then temporary declines in their carrying
values and impairment losses were recorded; Meadow Wood Associates of Pella, a
Limited Partnership for approximately $312,000. Generally, the carrying values
of most Local Limited Partnerships will decline through losses and distributions
in amounts sufficient to prevent other than temporary impairments. However, the
Fund may record similar impairment losses in the future if the expiration of tax
credits outpaces losses and distributions from any of the Local Limited
Partnerships.


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 by FIN46R 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 is required to apply the Interpretation to the
Local Limited Partnerships meeting the definition of a VIE on December 31, 2004.

This Interpretation would require consolidation by the Fund of certain Local
Limited Partnerships' assets and liabilities and results of operations if the
Fund determined that the Local Limited Partnership was a VIE 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 potential consolidation effects of the Interpretation
and preliminarily concluded that it is not the Primary Beneficiary of any of the
Local Limited Partnerships that meet the definition of a VIE. Prior to the
effective date of FIN 46, 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 Partnership's exposure to economic and financial statement losses
from the VIEs is limited to its investment in the VIEs ($10,211,513 at March 31,
2004).

Liquidity and capital resources

At March 31, 2004, the Fund had cash and cash equivalents of $341,433, as
compared to $203,002 at March 31, 2003. The increase is primarily attributable
cash distributions received from Local Limited Partnerships and proceeds from
sales and maturities of marketable securities.

The Managing General Partner initially designated 5% of the Gross Proceeds, as
Reserves as defined in the Partnership Agreement. The Reserves were established
to be used for working capital of the Fund and contingencies related to the
ownership of Local Limited Partnership interests. The Managing General Partner
may increase or decrease such Reserves from time to time, as it deems
appropriate. At March 31, 2004, $360,145 of cash, cash equivalents and
marketable securities has been designated as Reserves.

To date, professional fees relating to various Property issues totaling
approximately $48,000 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, 2004, the Fund has
advanced approximately $1,175,000 to Local Limited Partnerships to fund
operating deficits.

The Managing General Partner believes that the investment income earned on the
Reserves, along with cash distributions received from Local Limited
Partnerships, to the extent available, will be sufficient to fund the Fund's
ongoing operations. Reserves may be used to fund Partnership operating deficits,
if the Managing General Partner deems funding appropriate. To date, the Fund has
used approximately $241,000 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 Managing 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, 2004, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for.

Cash distributions

No cash distributions were made to Limited Partners during the two years ended
March 31, 2004. It is expected that cash available for distribution, if any,
will not be significant in fiscal year 2004. 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, 2004, the Fund's operations resulted in a net loss
of $4,297,936, as compared to $2,636,618 for the year ended March 31, 2003. The
increase in net loss is primarily attributable to an increase equity in losses
of Local Limited Partnerships primarily caused by an impairment write-down at
one of the Local Limited Partnerships, which was partially offset by the Fund's
recording of unrecognized losses in the current year for this same investment,
whose cumulative losses and distributions exceeded the Fund's total investment.
In addition, net loss also increased due to increases in the provisions for
valuation of investments in and advances to Local Limited Partnerships to
appropriately reflect the estimated net realizable value of these investments.

Low-income housing tax credits

The 2003 and 2002 tax credits were $142 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
have stabilized, the annual amount allocated to investors is expected to remain
the same for about the first seven years. In years eight through ten, the
credits are expected to decrease 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

Some 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 Managing 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 Managing 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 Managing 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 2003 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, 2003, an affiliate of the
Managing General Partner replaced the Local General Partner. The Managing
General Partner continues to seek a permanent replacement Local General Partner.
In addition, while occupancy and working capital levels have consistently
remained adequate, the Property generated significant operating deficits in 2001
and 2002. The Partnership funded slightly more than $1,000,000 of deficits from
Fund reserves. The Local General Partner anticipates that the recent increase in
cash from operations will continue and will be sufficient to fund the monthly
debt service.

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
occupancy increased to 95% as of December 31, 2003. The Local General Partner
has funded the operating deficits, enabling the Property to remain current on
its loan obligations.

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 are expected to continue in
2004. The Local General Partner has funded the operating deficit, and the
property has remained current on its debt service. The Managing 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, 2004 and 2003.

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.
                                    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.

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 48, 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, was
a former member of Watertown Zoning Board of Appeals, the Officer of Affordable
Housing Tax Credit Coalition and 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 47, 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 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).

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, 2004, 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>
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>

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, 2004 and 2003 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 end March 31, 2004 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, 2004.

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.

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, 2004.

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, 2004 and
2003 are as follows:
<TABLE>
<CAPTION>

                                                                2004             2003
                                                            ------------     -----------

<S>                                                         <C>              <C>
Asset management fees                                       $    226,580     $   222,596

</TABLE>

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, 2004 and 2003 are as follows:
<TABLE>
<CAPTION>
                                                                2004             2003
                                                            ------------     -----------

<S>                                                         <C>              <C>
Salaries and benefits expense reimbursement                 $     74,805     $    69,755

</TABLE>
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, 2004, 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, 2004 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

(c) Reports on Form 8-K

     No Reports on Form 8-K were filed during the year ended March 31, 2004.


Item 14. Principal Accountant Fees and Services

The Fund paid fees for services rendered by the principal accountant for the two
years end March 31, 2004 as follows:
<TABLE>
<CAPTION>
                                                                2004              2003
                                                              ---------         --------

<S>                                                           <C>               <C>
     Audit fees                                               $  19,140         $ 18,649
     Tax fees                                                 $   1,850         $  2,111
</TABLE>

No other fees were paid to the principal accountants during the two years ended
March 31, 2004.


<PAGE>


                             CONTROLS AND PROCEDURES



Controls and Procedures

Based on the Fund's evaluation within 120 days prior to filing this Form
10-KSB/A, 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.





<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:    September 5, 2006
        ---------------------------------------              -----------------
           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:    September 5, 2006
           ---------------------------------------          -----------------
           Jenny Netzer
           Executive Vice President
           MMA Financial, LLC


     By:   /s/Michael H. Gladstone                Date:   September 5, 2006
           -----------------------------                  -----------------
           Michael H. Gladstone
           Principal
           MMA Financial, LLC










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

                         ANNUAL REPORT ON FORM 10-KSB/A
                        FOR THE YEAR ENDED MARCH 31, 2004
                                      INDEX
<TABLE>
<CAPTION>


                                                                               Page No.

     Report of Independent Registered Public Accounting Firm
<S>                                                                             <C>
        For the years ended March 31, 2004 and 2003                              F-2

     Financial Statements

       Balance Sheet - March 31, 2004                                            F-3

       Statements of Operations - For the years ended
         March 31, 2004 and 2003                                                 F-4

       Statements of Changes in Partners' Equity (Deficiency) -
         For the years ended March 31, 2004 and 2003                             F-5

       Statements of Cash Flows - For the years ended
         March 31, 2004 and 2003                                                 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 accompanying balance sheet and the related statements of
operations, changes in partners' equity (deficiency) and cash flows present
fairly, in all material respects, the financial position of Boston Financial Tax
Credit Fund VIII, A Limited Partnership (the "Fund") at March 31, 2004, and the
results of its operations and its cash flows for each of the two years in the
period ended March 31, 2004 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements based on our 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.

In our previously issued report on the Fund's balance sheet and the related
statements of operations, changes in partners' equity (deficiency) at March 31,
2004 and the results of its operations and its cash flows for each of the two
years in the period ended March 31, 2004, we made reference to the reports of
other auditors with respect to the financial statements of Beaverdam Creek
Associates, A Limited Partnership, Green Wood Apartments, A Limited Partnership,
Webster Court Apartments, A Limited Partnership, Springwood Apartments, A
Limited Partnership, Meadow Wood Associates of Pella, A Limited Partnership, RMH
Associates, A Limited Partnership, Pike Place, A Limited Partnership, West End
Place, A Limited Partnership, Oak Knoll Renaissance, A Limited Partnership and
Schickendanz Brothers Palm Beach Limited as of and for the two years ended March
31, 2004. Those statements were audited by other auditors, whose reports thereon
had been furnished to us, and our previous opinion expressed, insofar as it
related to the Fund's financial statement amounts for these entities, was based
solely on the reports of the other auditors. Our current report no longer
includes a reference to other auditors.


/s/PricewaterhouseCoopers LLP
Boston, Massachusetts
June 24, 2004, except for the reference to other auditors described in the
second paragraph above, as to which the date is May 18, 2006


<PAGE>


            BOSTON FINANCIAL TAX CREDIT FUND VIII, A  LIMITED PARTNERSHIP

                                  BALANCE SHEET
                                 March 31, 2004


<TABLE>
<CAPTION>


Assets

<S>                                                                                       <C>
Cash and cash equivalents                                                                 $      341,433
Marketable securities, at fair value (Note 3)                                                     18,712
Investments in Local Limited Partnerships (Note 4)                                            10,211,513
Other assets                                                                                         142
                                                                                          --------------
     Total Assets                                                                         $   10,571,800
                                                                                          ==============

Liabilities and Partners' Equity

Due to affiliate (Note 5)                                                                 $      889,189
Accrued expenses                                                                                  30,012
                                                                                          --------------
     Total Liabilities                                                                           919,201
                                                                                          --------------

General, Initial and Investor Limited Partners' Equity                                         9,652,079
Net unrealized gains on marketable securities                                                        520
                                                                                          --------------
     Total Partners' Equity                                                                    9,652,599
                                                                                          --------------
     Total Liabilities and Partners' Equity                                               $   10,571,800
                                                                                          ==============

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, 2004 and 2003
<TABLE>
<CAPTION>


                                                                                  2004           2003
                                                                             -------------   -------------

Revenue:
<S>                                                                          <C>             <C>
   Investment                                                                $       5,996   $      26,043
   Other                                                                                 -           1,360
                                                                             -------------   -------------
       Total Revenue                                                                 5,996          27,403
                                                                             -------------   -------------

Expenses:
   Asset management fees, related party (Note 5)                                   226,580         222,596
   Provision for valuation of advances to
     Local Limited Partnerships (Note 4)                                            40,000               -
   Provision for valuation of investments in Local
     Limited Partnerships (Note 4)                                               1,116,000         312,126
   General and administrative (includes
     reimbursements to an affiliate in the
     amounts of $74,805 and $69,755 in 2004 and
     2003, respectively) (Note 5)                                                  153,220         153,945
   Amortization                                                                     28,685          29,944
                                                                             -------------   -------------
       Total Expenses                                                            1,564,485         718,611
                                                                             -------------   -------------

Loss before equity in losses of
   Local Limited Partnerships                                                   (1,558,489)       (691,208)

Equity in losses of Local Limited
   Partnerships (Note 4)                                                        (2,739,447)     (1,945,410)
                                                                             -------------   -------------

Net Loss                                                                     $  (4,297,936)  $  (2,636,618)
                                                                             =============   =============

Net Loss allocated:
   General Partner                                                           $     (42,979)  $     (26,366)
   Limited Partners                                                             (4,254,957)     (2,610,252)
                                                                             -------------   -------------
                                                                             $  (4,297,936)  $  (2,636,618)
Net Loss per Limited Partner Unit
    (36,497 Units)                                                           $    (116.58)   $      (71.52)
                                                                             ============    =============

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, 2004 and 2003


<TABLE>
<CAPTION>


                                                    Initial        Investor           Net
                                      General       Limited         Limited       Unrealized
                                     Partner        Partner        Partners          Gains            Total
                                    -----------    ---------    -------------     -----------    -------------

<S>                                 <C>            <C>          <C>               <C>            <C>
Balance at March 31, 2002           $  (150,481)   $     100    $  16,737,014     $    14,109    $  16,600,742
                                    -----------    ---------    -------------     -----------    -------------

Comprehensive Loss:
   Change in net unrealized gains
     on marketable securities
     available for sale                       -            -                -         (10,903)         (10,903)
   Net Loss                             (26,366)           -       (2,610,252)              -       (2,636,618)
                                    -----------    ---------    -------------     -----------    -------------
Comprehensive Loss                      (26,366)           -       (2,610,252)        (10,903)      (2,647,521)
                                    -----------    ---------    -------------     -----------    -------------

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

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, 2004 and 2003
<TABLE>
<CAPTION>


                                                                                  2004           2003
                                                                             -------------   -------------

Cash flows from operating activities:
<S>                                                                          <C>             <C>
   Net Loss                                                                  $  (4,297,936)  $  (2,636,618)
   Adjustments to reconcile net loss to net
     cash used for operating activities:
     Equity in losses of Local Limited Partnerships                              2,739,447       1,945,410
     Provision for valuation of advances to Local
       Limited Partnerships                                                         40,000               -
     Provision for valuation of investments in Local
       Limited Partnerships                                                      1,116,000         312,126
     Amortization                                                                   28,685          29,944
     Gain on sales of marketable securities                                           (236)        (10,422)
     Increase (decrease) in cash arising from
       changes in operating assets and liabilities:
       Other assets                                                                    886           6,047
       Due to affiliate                                                            301,385         (82,864)
       Accrued expenses                                                              5,206          (3,709)
                                                                             -------------   -------------
Net cash used for operating activities                                             (66,563)       (440,086)
                                                                             -------------   -------------

Cash flows from investing activities:
   Proceeds from sales and maturities of
     marketable securities                                                          75,228         456,675
   Advances to Local Limited Partnerships                                          (40,000)              -
   Cash distributions received from Local
     Limited Partnerships                                                          169,766         128,843
                                                                             -------------   -------------
Net cash provided by investing activities                                          204,994         585,518
                                                                             -------------   -------------

Net increase in cash and cash equivalents                                          138,431         145,432

Cash and cash equivalents, beginning                                               203,002          57,570
                                                                             -------------   -------------

Cash and cash equivalents, ending                                            $     341,433   $     203,002
                                                                             =============   =============
</TABLE>


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


<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.

During the year ended March 31, 2004, Lend Lease Real Estate Investments, Inc.
sold its interest in, and association with, the General Partner and its
affiliated business unit, Housing and Community Investing ("HCI"), to Municipal
Mortgage and Equity, LLC ("Muni Mae"). Muni Mae is in the business of
originating, servicing and investing in multi-family housing. HCI was combined
with Muni Mae's Midland subsidiary to operate under the name MMA Financial, LLC.

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, 2004, the General Partner has
designated $360,145 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. At times, cash and cash equivalents exceed
federally insurable limits. The Fund mitigates this 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 because the Fund does not have control over the
major operating and financial policies of the Local Limited Partnerships in
which it invests. Under the equity method, the investment is carried at cost,
adjusted for the 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, 2003 and 2002.

The Fund has implemented policies and practices for assessing potential
impairment of its investments in Local Limited Partnerships. Real estate experts
analyze the investments to determine if impairment indicators exist. If so, the
investment is analyzed to consider the Fund's ability to recover its carrying
value. If an other than temporary impairment in carrying value exists, a
provision to write down 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 sheets.

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.
<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                             $    18,192     $       520    $         -    $    18,712
                                                       -----------     =----------     ----------     -----------

Marketable securities at March 31, 2004                $    18,192     $       520    $         -    $    18,712
                                                       ===========     ===========    ===========    ============

The contractual maturities at March 31, 2004 are as follows:
                                                                                      Fair
                                                                      Cost            Value

Mortgage backed securities                                        $    18,192      $    18,712
                                                                  -----------       ----------
                                                                  $    18,192      $    18,712
                                                                  ===========      ===========
</TABLE>

Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the sales of
marketable securities were approximately $0 and $259,000 during the years ended
March 31, 2004 and 2003, respectively. Proceeds from the maturities of
marketable securities were approximately $75,000 and $198,000 during the years
ended March 31, 2004 and 2003, respectively. Included in investment income are
gross gains of $236 and $10,422 which were realized on the sales during the
years ended March 31, 2004 and 2003, respectively.



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


                  NOTES TO THE FINANCIAL STATEMENTS (continued)


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
Properties at the end of the tax credit compliance period at nominal prices. In
the event that Properties are sold to third parties, proceeds will be
distributed according to the terms of each Local Limited Partnership agreement.

The following is a summary of investments in Local Limited Partnerships at March
31, 2004:
<TABLE>
<CAPTION>

<S>                                                                                              <C>
Capital contributions and advances paid to Local Limited Partnerships                            $  30,440,092

Cumulative equity in losses of Local Limited Partnerships (excluding
   cumulative unrecognized losses of $1,703,920)                                                   (17,407,461)

Cumulative cash distributions received from Local Limited Partnerships                              (1,006,421)
                                                                                                 -------------

Investments in Local Limited Partnerships before adjustments                                        12,026,210

Excess of investment costs over the underlying assets acquired:

     Acquisition fees and expenses                                                                   1,048,010

     Cumulative amortization of acquisition fees and expenses                                         (259,348)
                                                                                                 -------------

Investments in Local Limited Partnerships before impairment allowance                               12,814,872

Impairment allowance on investments in Local Limited Partnerships                                   (2,603,359)
                                                                                                 -------------

Investments in Local Limited Partnerships                                                        $  10,211,513
                                                                                                 =============
</TABLE>

For the year ended March 31, 2004, the Fund advanced $40,000 to one of the Local
Limited Partnerships, all of which was impaired The Fund has 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, 2003 and 2002 (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,
                                                                                  2003             2002
                                                                             -------------     -------------
Assets:
<S>                                                                          <C>               <C>
   Investment property, net                                                  $  50,195,293     $  55,354,102
   Other assets                                                                  3,552,699         3,656,189
                                                                             -------------     -------------
     Total Assets                                                            $  53,747,992     $  59,010,291
                                                                             =============     =============

Liabilities and Partners' Equity:
   Mortgage notes payable                                                    $  33,621,184     $  34,292,376
   Other liabilities                                                            10,332,184        11,192,498
                                                                             -------------     -------------
     Total Liabilities                                                          43,953,368        45,484,874
                                                                             -------------     -------------
Fund's Equity                                                                   10,558,877        14,003,547
Other partners' deficiency                                                        (764,253)        (478,130)
                                                                             -------------     -------------
  Total Equity                                                                   9,794,624        13,525,417
                                                                             -------------     -------------
     Total Liabilities and Partners' Equity                                  $  53,747,992     $  59,010,291
                                                                             =============     =============
Summarized Income Statements - for the year
ended December 31,

Rental and other income                                                      $   8,998,065     $   8,740,215
                                                                             -------------     -------------
Expenses:
   Operating                                                                     8,208,385         5,231,459
   Interest                                                                      2,888,426         3,013,174
   Depreciation and amortization                                                 2,473,932         2,544,040
                                                                             -------------     -------------
     Total Expenses                                                             13,570,743        10,788,673
                                                                             -------------     -------------

Net Loss                                                                     $  (4,572,678)    $  (2,048,458)
                                                                             =============     =============

Fund's share of Net Loss                                                     $  (4,443,367)    $  (1,945,410)
                                                                             =============     =============
Other partners' share of Net Loss                                            $    (129,311)    $    (103,048)
                                                                             =============     =============

</TABLE>

For the year ended March 31, 2004, the Fund has not recognized $1,703,920 of
equity in losses relating to one Local Limited Partnership 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 $10,558,877
differs from the Fund's investments in Local Limited Partnerships before
adjustments of $12,026,210 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 $226,580
and $222,596 for the years ended March 31, 2004 and 2003, respectively, have
been included in expenses. Included in due to affiliate at March 31, 2004 is
$767,184 of Asset Management Fees. During the years ended March 31, 2004 and
2003, $0 and $325,215, 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, 2004 and 2003, is $74,805 and $69,755,
respectively that the Fund incurred for these expenses. As of March 31, 2004,
$122,005 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, 2004 and 2003 to the net loss reported on the
Form 1065, U.S. Partnership Return of Income for the years ended December 31,
2003 and 2002:
<TABLE>
<CAPTION>

                                                                                    2004              2003
                                                                                -------------    -------------

<S>                                                                             <C>              <C>
Net Loss per financial statements                                               $  (4,297,936)   $  (2,636,618)

Equity in losses of Local Limited Partnerships for financial
   reporting purposes in excess of equity in losses for tax purposes                2,911,853           81,595

Equity in losses of Local Limited Partnerships not recognized for
   financial reporting purposes                                                    (1,703,920)               -

Adjustment to reflect March 31 fiscal year end to December 31
   taxable year end                                                                    (2,203)          40,339

Amortization for tax purposes in excess of amortization
   for financial reporting purposes                                                    (9,424)          (8,165)

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

Provision for valuation of investments in Local Limited Partnerships
   not deductible for tax purposes                                                  1,116,000          312,126
                                                                                -------------    -------------

Net Loss per tax return                                                         $  (1,945,630)   $  (2,210,723)
                                                                                =============    =============
</TABLE>

The differences in the assets and liabilities of the Fund for financial
reporting purposes and tax purposes as of March 31, 2004 and December 31, 2003,
respectively are as follows:
<TABLE>
<CAPTION>

                                                      Financial
                                                     Reporting                Tax
                                                      Purposes                Purposes          Differences

<S>                                                <C>                     <C>                 <C>
Investments in Local Limited Partnerships          $  10,211,513           $  11,569,221       $  (1,357,708)
                                                   =============           =============       ============= =
Other assets                                       $     360,287           $   5,125,272       $  (4,764,985)
                                                   =============           =============       =============
Liabilities                                        $     919,201           $     837,874       $     (81,327
                                                   =============           =============       =============

</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 $1,100,000 more than for financial reporting purposes, including
approximately $1,704,000 of losses the Fund has not recognized relating to one
Local Limited Partnership 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 $63,000; (iii)
the Fund has provided an impairment allowance of approximately $2,603,000
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.

7.   Accounting Standards Update

In January 2003, the FASB issued Interpretation No. 46 ("Interpretation"),
"Consolidation of Variable Interest 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 by FIN46R 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 is required to apply
the Interpretation to the Local Limited Partnerships meeting the definition of a
VIE on December 31, 2004.

This Interpretation would require consolidation by the Fund of certain Local
Limited Partnerships' assets and liabilities and results of operations if the
Fund determined that the Local Limited Partnership was a VIE 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 potential consolidation effects of the Interpretation
and preliminarily concluded that it is not the Primary Beneficiary of any of the
Local Limited Partnerships that meet the definition of a VIE. Prior to the
effective date of FIN 46, 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 Partnership's exposure to economic and financial statement losses
from the VIEs is limited to its investment in the VIEs ($10,211,513 at March 31,
2004).