SC 14D9

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934
 
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BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
 A LIMITED PARTNERSHIP
(Name of Subject Company)
 
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
 A LIMITED PARTNERSHIP
 (Name of Person(s) Filing Statement)
 
UNITS
(Title of Class of Securities) 
100650407
(CUSIP Number of Class of Securities)
 
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Michael H. Gladstone, Esq.
c/o Boston Financial Securities, Inc.
101 Arch Street
Boston, MA 02110
(617) 439-3911

(Name, Address and Telephone Number of
Persons Authorized to Receive Notices and Communications on
Behalf of the Person(s) Filing Statement)
 
Copies to:
 
Joseph T. Brady, Esq.
Peabody & Brown
101 Federal Street
Boston, MA 02110
(617) 345-1000

	Item 1. Security and Subject Company.
 
	The name of the subject company is Boston Financial Qualified Housing 
Tax Credits L.P. V, A Limited Partnership, a Massachusetts limited partnership 
(the "Partnership"), which has its principal executive offices at 101 Arch 
Street, Boston, Massachusetts 02110.  The general partners of the Partnership 
are Arch Street V, Inc., a Massachusetts corporation with principal executive 
offices at 101 Arch Street, Boston, Massachusetts 02110 (the "Managing General 
Partner"), and Arch Street V Limited Partnership, a Massachusetts limited 
partnership, with principal executive offices at 101 Arch Street, Boston, 
Massachusetts 02110 (the "Co-General Partner", and together with the Managing 
General Partner, the "General Partners"). The title of the class of equity 
securities to which this statement relates is the Partnership's Units 
("Units") representing units of limited partnership interests in the 
Partnership.   

	Item 2. Tender Offer of the Bidder.
 
	This Schedule 14D-9 relates to the offer by Oldham Institutional Tax 
Credits LLC ("the Purchaser"), a Massachusetts limited liability company and 
an affiliate of the General Partners, disclosed in a Tender Offer Statement on 
Schedule 14D-1 dated July 24, 1997 (the "Schedule 14D-1"), to purchase up to 
17,200 issued and outstanding Units at a purchase price of $555 per Unit, net 
to the seller in cash (the "Purchase Price"), without interest thereon, upon 
the terms and subject to the conditions set forth in the Offer to Purchase 
dated July 24, 1997 and the related Letter of Transmittal, as each may be 
supplemented, modified or amended from time to time (which collectively 
constitute the "Oldham Offer" and are contained within the Schedule 4D-1).
 
	The address of the Purchaser's principal executive offices is 101 Arch 
Street, Boston, Massachusetts 02110.
 
	Item 3. Identity and Background.
 
	(a)	The name and business address of the Partnership, which is the 
person filing this statement, are set forth in Item 1 above.
 
	(b) (1)	The Partnership does not have any employees, directors or 
executive officers. All decisions with respect to the management of the 
Partnership and its affairs are made only with the consent of its General 
Partners.  The Purchaser is an affiliate of the General Partners.  Except as 
described below, there are no material contracts, agreements, arrangements or 
understandings or any actual or potential conflicts of interest between the 
General Partners or their affiliates and the Partnership and its affiliates.
 
	The General Partners and their affiliates have received or will receive 
certain types of compensation, fees or other distributions in connection with 
the operations of the Partnership. The arrangements for payment of 
compensation and fees, as set forth in the Partnership's Amended and Restated 
Agreement of Limited Partnership, dated as of March 2, 1990, as amended to 
date (the "Partnership Agreement"), the Partnership's prospectus and other 
publicly filed documents, were not determined in arm's-length negotiations 
with the Partnership.
 
	In accordance with the Partnership Agreement, the Partnership is 
required to pay certain fees to and reimburse expenses of the Managing General 
Partner and others in connection with the organization of the Partnership and 
the offering of its Units.  Commissions, fees and accountable expenses related 
to the sale of the Units totaling $9,499,984 have been charged directly to 
Limited Partners' equity.  In connection therewith, $5,858,935 of selling 
expenses and $3,641,049 of offering expenses incurred on behalf of the 
Partnership have been paid to an affiliate of the Managing General Partner.  
The Partnership is required to pay a non-accountable expense allowance for 
marketing expense equal to a maximum of 1% of gross offering proceeds; this 
amount is included in total offering expenses.  The Partnership has paid 
$50,000 in organization costs to an affiliate of the Managing General Partner. 
Total organization and offering expenses exclusive of selling commissions did 
not exceed 5.5% of the gross offering proceeds and organizational and offering 
expenses, inclusive of selling commissions and underwriting advisory fees did 
not exceed 14.0% of the gross offering proceeds. No organizational fees and 
expenses or selling expenses were paid during the years ended March 31, 1997, 
1996 and 1995.

	In accordance with the Partnership Agreement, the Partnership is 
required to pay acquisition fees to and reimburse acquisition expenses of the 
Managing General Partner or its affiliates for selecting, evaluating, 
structuring, negotiating, and closing the Partnership's investments in Local 
Limited Partnerships.  Acquisition fees total 7% of the gross offering 
proceeds.  Acquisition expenses, which include such expenses as legal fees and 
expenses, travel and communications expenses, costs of appraisals, accounting 
fees and expenses, totalled 1.5% of the gross offering proceeds.  As of March 
31, 1997 acquisition fees totaling $4,825,005 for the closing of the 
Partnership's investments in Local Limited Partnerships were paid to an 
affiliate of the Managing General Partner.  Acquisition expenses totaling 
$899,430 were reimbursed to an affiliate of the Managing General Partner.  No 
acquisition fees or expenses were paid during the three years ended March 31, 
1997.

	Pursuant to the Partnership Agreement, an affiliate of the Managing 
General Partner is entitled to a fee (the "Asset Management Fee") for its 
services in connection with the administration of the affairs of the 
Partnership. The Asset Management Fee is payable annually and is calculated by 
multiplying 0.275% by the consumer price index and then multiplying the 
product by the gross proceeds of the offering.  This formula currently results 
in the amount of .343% being multiplied by the gross proceeds of the offering.  
The Asset Management Fees earned during the years ended March 31, 1997, 1996 
and 1995 are as follows:

	1997	1996	1995
	Asset Management Fees	$231,035	$224,953	$219,149

	According to the Partnership Agreement, the Managing General Partner or 
an Affiliate is also entitled to receive a subordinated disposition fee (the 
"Subordinated Disposition Fee") for services rendered in connection with the 
sale of a property or the sale of the Partnership's interest in a Local 
Limited Partnership. Payment of such fee shall be subordinated to the Limited 
Partners receiving their 6% return as set forth in the Partnership Agreement. 
Each Disposition Fee is equal to 1% of the sale price in respect of any such 
sale (including the principal amount of any mortgage loans and any related 
seller financing with respect to a property to which such sale is subject).  
For the year ended March 31, 1997, neither the Managing General Partner nor an 
Affiliate  earned any Subordinated Disposition Fee. 

	The Partnership does not have any employees, but an affiliate of the 
Managing General Partner is reimbursed for the cost of the Partnership's 
salaries and benefits expenses.  The reimbursements are based upon the size 
and complexity of the Partnership's operations.  Reimbursements paid or 
accrued during the years ended March 31, 1997, 1996 and 1995 are as follows:

	1997	1996	1995
	Salaries and benefits
	expense reimbursements	$117,763	$115,696	$116,177
 
	The General Partners and their respective officers and directors, are 
each entitled to indemnification under certain circumstances from the 
Partnership pursuant to provisions of the Partnership Agreement. Generally, 
the General Partners are also entitled to reimbursement of expenditures made 
on behalf of the Partnership.

	Under the Partnership Agreement, the General Partners are entitled to 
receive 1% of cash distributions to the partners of the Partnership.  The 
Partnership has not paid any cash distributions to the General Partners in the 
three years ended March 31, 1997.
 
	In accordance with the Partnership Agreement, an affiliate of the 
General Partners (SLP, Inc.) is entitled to receive up to $10,000 from the 
sale or refinancing proceeds of each Local Limited Partnership, if such 
affiliate is still a limited partner of that Local Limited Partnership at the 
time of such transaction.

	The General Partners and their respective officers and directors are 
entitled to indemnification under certain circumstances from the Partnership 
pursuant to provisions of the Partnership Agreement.  Generally, the General 
Partners are also entitled to reimbursement of expenditures made on behalf of 
the Partnership.
 
	In addition, under the terms of the Partnership Agreement, upon the 
removal of a General Partner by the Limited Partners of the Partnership (the 
"Limited Partners") or upon the occurrence of an "Event of Withdrawal", as 
defined in the Partnership Agreement, the General Partner may be entitled to 
the fair market value of its interest, which will be payable over a five year 
period.
 
	(2)	Except as described below, there are no material contracts, 
agreements, arrangements or understandings or any actual or potential 
conflicts of interest between the General Partners or their affiliates and the 
Purchaser, its executive officers, directors or affiliates. The Purchaser is 
an affiliate of the General Partners of the Partnership. The executive 
officers and directors of the Purchaser also serve as executive officers and 
directors of the Managing General Partner. Therefore, the Purchaser and the 
General Partners, subject to their fiduciary duties, may have a conflict of 
interest with respect to certain matters involving the Partnership and its 
partners.
 
	The Partnership has been informed that the Purchaser expects to borrow 
all of the funds to purchase Units pursuant to the Oldham Offer from an 
affiliate of one of its members, on substantially the same economic terms and 
conditions that such affiliate obtains those funds under an existing credit 
facility with a national bank or that the Purchaser may seek alternative 
financing from that bank or other national banks on different terms.

	Item 4. The Solicitation or Recommendation.
 
	(a) 	Following receipt of the terms of the Oldham Offer, the General 
Partners reviewed and considered the Oldham Offer.  Because of the conflict of 
interest resulting from the affiliation between the Purchaser and the General 
Partners, the General Partners are expressing no opinion and are remaining 
neutral with respect to the Oldham Offer.
 
	(b) 	Although the General Partners are not making a recommendation with 
respect to the Oldham Offer, the General Partners believe that Limited 
Partners should carefully consider the following factors in making their own 
decisions of whether to accept or reject the Oldham Offer:
 
  The Oldham Offer will provide Limited Partners with an immediate 
opportunity to liquidate their investment in the Partnership. Limited 
Partners who have a present or future need for the tax credits and/or tax 
losses from the Units may, however, prefer to retain their Units and not 
tender them pursuant to the Oldham Offer.
 
  As stated by the Purchaser in the Oldham Offer, there may be a conflict of 
interest between the Purchaser's desire to purchase the Units at a low 
price and a Limited Partner's desire to sell its Units at a high price.  
Therefore, Limited Partners might receive greater value if they hold their 
Units, rather than tender. Furthermore, Limited Partners should be aware 
that a secondary market exists for the Units.
 
  LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES 
FROM THE UNITS SHOULD THEY TENDER PURSUANT TO THE OLDHAM OFFER.
 
  Limited Partners who tender their Units will lose the right to receive any 
future distributions from the Partnership, including distributions from any 
refinancing or sale of the Partnership's properties. The Partnership has 
made no distributions to Limited Partners for the years ended March 31, 
1997, 1996, and 1995.  In the Partnership's early years, cash available for 
distribution was derived from interest earned on the temporary investment 
of funds held by the Partnership prior to paying capital contributions to 
Local Limited Partnerships.  There can be no assurance as to the timing, 
amount or occurrence of any future distributions.

  Limited Partners should consult with their respective advisors about the 
financial, tax, legal and other consequences of the Oldham Offer.
 
	Item 5.	Persons Retained, Employed or to Be Compensated.
 
	Neither the Partnership nor any person acting on its behalf has 
employed, retained or compensated, or intends to employ, retain or compensate, 
any person to make solicitations or recommendations to Limited Partners on its 
behalf concerning the Oldham Offer.
 
	Item 6. 	Recent Transactions and Intent With Respect to Securities.
 
	(a)	Neither the Partnership nor the General Partners or any of their 
affiliates have effected any transactions in the Units during the past 60 days
 
	(b) 	Neither the General Partners nor, to the knowledge of the General 
Partners, any of their executive officers, directors, affiliates or 
subsidiaries intend to tender Units owned by them to the Purchaser pursuant to 
the Oldham Offer.
 
	Item 7. 	Certain Negotiations and Transactions by the Subject 
Company.
 
	(a) 	No negotiation is being undertaken or is underway by the 
Partnership in response to the Oldham Offer which relates to or would result 
in: (1) an extraordinary transaction such as a merger or reorganization, 
involving the Partnership or any subsidiary of the Partnership; (2) a 
purchase, sale or transfer of a material amount of assets by the Partnership 
or any subsidiary; (3) tender offer for or other acquisition of securities by 
or of the Partnership; or (4) any material change in the present 
capitalization or dividend policy of the Partnership.
 
	(b)	 Except as described above or in Item 3(b), there are no 
transactions, board resolutions, agreements in principle or signed contracts 
in response to the Oldham Offer which relate to or would result in one or more 
of the matters referred to in Item 7(a).
 
	Item 8. 	Additional Information to Be Furnished.
 
	None.
 
	Item  9.	 Material to be Filed as Exhibits.
 
	(a)(1) Letter from Boston Financial Qualified Housing Tax Credits L.P. 
V, A Limited Partnership to Limited Partners, dated July 24, 1997.
 

SIGNATURES
 
	After due inquiry and to the best of my knowledge and belief, I certify 
that the information set forth in this statement is true, complete and 
correct.
 
Dated: July 24, 1997
 
	BOSTON FINANCIAL QUALIFIED HOUSING
	TAX CREDITS L.P. V, A LIMITED PARTNERSHIP 

	By: 	ARCH STREET V, INC., Managing 
General Partner
 
		By:	/s/ Jenny Netzer
		Name:	Jenny Netzer
		Title:	President
 
	By: 	ARCH STREET V LIMITED PARTNERSHIP
 
		By: 	ARCH STREET V, INC., its 
General	Partner
 
			By: 	/s/ Jenny Netzer
				Name:	Jenny Netzer
				Title:	President
 
 
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EX-20

EXHIBIT INDEX
 
EXHIBIT NO. 					TITLE

(a)(1)	Letter from Boston Financial Qualified Housing Tax	Credits L.P. V, A 
Limited Partnership to Limited Partners, dated July 24, 1997.

BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. V,
 A LIMITED PARTNERSHIP
101 Arch Street
Boston, MA 02110

July 24, 1997

Dear Limited Partner: 

	As you are by now aware, Oldham Institutional Tax Credits LLC, a 
Massachusetts limited liability company (the "Purchaser"), has made an offer 
(the "Oldham Offer") to purchase Units representing units of limited 
partnership interests ("Units") of Boston Financial Qualified Housing Tax 
Credits L.P. V, A Limited Partnership (the "Partnership") for a cash purchase 
price of $555 per Unit. The Purchaser is an affiliate of Arch Street V, Inc. 
and Arch Street V Limited Partnership , the general partners of the 
Partnership (the "General Partners").
 
	The General Partners are expressing no opinion and are remaining neutral 
with respect to the Oldham Offer. Although the General Partners are not making 
a recommendation with respect to the Oldham Offer, the General Partners 
believe that Limited Partners should carefully consider the following factors 
in making their own decision of whether to accept or reject the Oldham Offer:
 
  The Oldham Offer will provide Limited Partners with an immediate 
opportunity to liquidate their investment in the Partnership. Limited 
Partners who have a present or future need for the tax credits and/or tax 
losses from the Units may, however, prefer to retain their Units and not 
tender them pursuant to the Oldham Offer.
 
  As stated by the Purchaser in the Oldham Offer, there may be a conflict of 
interest between the Purchaser's desire to purchase the Units at a low 
price and a Limited Partner's desire to sell its Units at a high price.  
Therefore, Limited Partners might receive greater value if they hold their 
Units, rather than tender. Furthermore, Limited Partners should be aware 
that a secondary market exists for the Units.
 
  LIMITED PARTNERS WILL NO LONGER RECEIVE THE TAX CREDITS AND/OR TAX LOSSES 
FROM THE UNITS SHOULD THEY TENDER PURSUANT TO THE OLDHAM OFFER.
 
  Limited Partners who tender their Units will lose the right to receive any 
future distributions from the Partnership, including distributions from any 
refinancing or sale of the Partnership's properties. The Partnership has 
made no distributions to Limited Partners for the years ended March 31, 
1997, 1996, and 1995.  In the Partnership's early years, cash available for 
distribution was derived from interest earned on the temporary investment 
of funds held by the Partnership prior to paying capital contributions to 
Local Limited Partnerships.  There can be no assurance as to the timing, 
amount or occurrence of any future distributions.
 
  Limited Partners should consult with their respective advisors about the 
financial, tax, legal and other consequences of the Oldham Offer.
 
	Enclosed is a copy of the Partnership's Statement on Schedule 14D-9 
which has been filed with the Securities and Exchange Commission and sets 
forth the Partnership's response to the Offer. Limited Partners are advised to 
carefully read the Schedule 14D-9.
 
 	Please do not hesitate to call the Partnership at (800) 829-9210 (ext. 
10) for assistance in any Partnership matter.
 
 	BOSTON FINANCIAL QUALIFIED HOUSING 
	TAX CREDITS L.P. V, A LIMITED 
PARTNERSHIP