10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.1

(Mark One)

[ X ]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended                      June 30, 2011                              

OR

[   ]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE 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

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 whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   X     No___.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b -2 of the Exchange Act.

Large accelerated filer   ___                                                                                                Accelerated Filer  ___

Non-accelerated filer   ___  (Do not check if a smaller reporting company)               Smaller reporting company   X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b -2 of the Exchange Act).

Yes___  No  X .

Explanatory Note

The purpose of this Amendment No. 1 to Boston Financial Tax Credit Fund VIII, A Limited Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

                    Item 6.    Exhibits.

31.1Certification 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 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

32.2           Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*

101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

*           These exhibits were previously included or incorporated by reference in Boston Financial Tax Credit Fund VIII, A Limited Partnership’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011.

SIGNATURE

Pursuant to the requirements 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.

 Date:  September 9, 2011                                                            BOSTON FINANCIAL TAX CREDIT FUND VIII,

A LIMITED PARTNERSHIP

By:      Arch Street VIII Limited Partnership,

its General Partner

/s/Kenneth J. Cutillo                     

Kenneth J. Cutillo

President

Arch Street VIII, Inc.

Arch Street VIII Limited Partnership

(Chief Executive Officer)

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STATEMENTS OF OPERATIONS (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Revenue:
Investment	$ 156	$ 355
Total Revenue	156	355
Expenses:
Asset management fees, affiliate	68,644	67,630
Impairment on investments in Local Limited Partnerships	83,000	89,000
General and administrative (includes reimbursements to an affiliate in the amount of $16,290 and $27,783 in 2011 and 2010, respectively	32,784	53,167
Amortization	437	437
Total expenses	184,865	210,234
Loss before equity in income of Local Limited Partnerships	(184,709)	(209,879)
Equity in income of Local Limited Partnerships (Note 1)	83,160	89,496
Net Loss	(101,549)	(120,383)
Net Loss allocated:
General Partners	(1,015)	(1,204)
Limited Partners	(100,534)	(119,179)
Net Income (Loss) Allocated To Partners	$ (101,549)	$ (120,383)
Net Loss per Limited Partner Unit (36,497 Units)	(2.75)	(3.27)

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STATEMENTS OF OPERATIONS [Parenthetical] (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Reimbursements To Affiliate	$ 16,290	$ 27,783
Limited Partner Units	36,497	36,497

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DOCUMENT AND ENTITY INFORMATION	3 Months Ended
	Jun. 30, 2011
Entity Registrant Name	BOSTON FINANCIAL TAX CREDIT FUND VIII LP
Entity Central Index Key	0000911568
Current Fiscal Year End Date	--03-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	bftcviii
Entity Common Stock, Shares Outstanding	0
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2012

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Investment in Local Limited Partnership

3 Months Ended

Jun. 30, 2011

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments Disclosure [Text Block]

1.      Investments in Local Limited Partnerships

The Fund currently has limited partner or member interests in four Local Limited Partnerships which were organized for the purpose of owning and operating government-assisted, multi-family housing complexes. The Fund's ownership interest in each Local Limited Partnership is 99%, with the exception of Hemlock Ridge which is 77%. The Fund may have negotiated or may negotiate options with the Local General Partners to purchase or sell the Fund’s interests in the Local Limited Partnerships at the end of the Compliance Period for nominal prices.  In the event that the Properties are sold to third parties, or upon dissolution of the Local Limited Partnerships, 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 June 30, 2011 and March 31, 2011:

	June 30			March 31
Capital contributions and advances paid to Local Limited Partnerships	$	15,943,196		$	18,442,398
Cumulative equity in losses of Local Limited Partnerships (excluding
cumulative unrecognized losses of $3,758,518 and $4,549,207 at
June 30 and March 31, 2011, respectively)		(8,879,966	)		(11,033,997	)
Cumulative cash distributions received from Local Limited Partnerships		(433,029	)		(882,099	)
Investments in Local Limited Partnerships before adjustments		6,630,201			6,526,302
Excess investment costs over the underlying assets acquired:
Acquisition fees and expenses		619,931			651,057
Cumulative amortization of acquisition fees and expenses		(186,554	)		(196,504	)
Investments in Local Limited Partnerships before valuation allowance     and impairment		7,063,578			6,980,855
Cumulative valuation  allowance on advances to Local Limited
Partnerships		(1,417,455	)		(1,417,455	)
Cumulative impairment on investments in Local Limited Partnerships		(3,646,000	)		(3,563,000	)
Investments in Local Limited Partnerships	$	2,000,123		$	2,000,400

The Fund has recorded an impairment for its investments in certain Local Limited Partnerships in order to appropriately reflect the estimated net realizable value of these investments.

The Fund’s share of net losses of the Local Limited Partnerships for the three months ended June 30, 2011 and 2010 is $126,074 and $204,745, respectively.  For the three months ended June 30, 2011 and 2010, the Fund has not recognized $209,234 and $294,241, respectively, of equity in losses relating to certain Local Limited Partnerships in which cumulative equity in losses and distributions exceeded its total investment in the Local Limited Partnerships.

During the three months ended June 30, 2011, the Fund sold its interest in one Local Limited Partnership.  The Fund's investment value at the time of the sale was zero resulting in no gain or loss on disposition of investment in Local Limited Partnership for the three months ended June 30, 2011.

The Fund anticipates the interest in one Local Limited Partnership will terminate as the result of the foreclosure of the underlying Property.

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STATEMENTS OF CASH FLOWS (USD $)	3 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Net cash used for operating activities	$ (24,692)	$ (42,243)
Net decrease in cash and cash equivalents	(24,692)	(42,243)
Cash and cash equivalents, beginning	165,891	372,567
Cash and cash equivalents, ending	$ 141,199	$ 330,324

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New Accounting Principles

3 Months Ended

Jun. 30, 2011

Accounting Policies [Abstract]

Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block]

2. New Accounting Principles

Consolidation of Variable Interest Entities

In June 2009, the FASB issued an amendment to the accounting and disclosure requirements for the consolidation of variable interest entities (“VIEs”).  The amended guidance modifies the consolidation model to one based on control and economics, and replaces the current quantitative primary beneficiary analysis with a qualitative analysis.  The primary beneficiary of a VIE will be the entity that has (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or receive benefits that could potentially be significant to the VIE.  If multiple unrelated parties share such power, as defined, no party will be required to consolidate the VIE. Further, the amended guidance requires continual reconsideration of the primary beneficiary of a VIE and adds an additional reconsideration event for determination of whether an entity is a VIE.  Additionally, the amendment requires enhanced and expanded disclosures around VIEs.  This amendment is effective for fiscal years beginning after November 15, 2009.  The adoption of this guidance on April 1, 2010 did not have a material effect on the Fund’s financial statements.

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Significant Subsidiaries

3 Months Ended

Jun. 30, 2011

Significant Subsidiaries [Abstract]

Significant Subsidiaries [Text Block]

3.      Significant Subsidiaries

The following Local Limited Partnership invested in by the Fund represents more than 20% of the Fund’s total assets or equity as of June 30, 2011 or 2010 or net losses for the three months then ended.  The following financial information represents the performance of this Local Limited Partnership for the three months ended March 31, 2011 and 2010:

	2011		2010
Oak Knoll Renaissance, Limited Partnership
Revenue	$	543,000	$	518,500
Net Income	$	84,000	$	90,400

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STATEMENT OF CHANGES IN PARTNERS' EQUITY (USD $)	General Partner	Initial Limited Partner	Investor Limited Partner	Total
Balance at Mar. 31, 2011	$ 13,209	$ 100	$ 1,307,476	$ 1,320,785
Net Loss	(1,015)	0	(100,534)	(101,549)
Balance at Jun. 30, 2011	$ 12,194	$ 100	$ 1,206,942	$ 1,219,236

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Introduction

3 Months Ended

Jun. 30, 2011

Accounting Policies [Abstract]

Basis of Accounting [Text Block]

The unaudited financial statements presented herein have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America.  These statements should be read in conjunction with the audited financial statements and notes thereto included with the Annual Report on Form10-K of Boston Financial Tax Credit Fund VIII, a Limited Partnership (the “Fund”) for the year ended March 31, 2011.  In the opinion of the General Partner, these financial statements include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Fund's financial position and results of operations.  The results of operations for the periods may not be indicative of the results to be expected for the year.

The General Partner has elected 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 of the Local Limited Partnerships that is included in the accompanying financial statements is as of March 31, 2011 and 2010 and for the three months then ended.

Generally, profits, losses, tax credits and cash flows 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 may have an obligation to fund deficits in its capital account, subject to limits set forth in the Fund’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”).  However, to the extent that the General Partner’s capital account is in a deficit position, certain items of net income may be allocated to the General Partner in accordance with the Partnership Agreement.

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BALANCE SHEETS (USD $)	Jun. 30, 2011	Mar. 31, 2011
Assets
Cash and cash equivalents	$ 141,199	$ 165,891
Investment in Local Limited Partnership (Note 1)	2,000,123	2,000,400
Other assets	207	521
Total Assets	2,141,529	2,166,812
Liabilities and Partners' Equity
Due to affiliate	888,682	820,038
Accrued expenses	33,611	25,989
Total Liabilities	922,293	846,027
General, Initial and Investor Limited Partners' Equity	1,219,236	1,320,785
Total Liabilities and Partners' Equity	$ 2,141,529	$ 2,166,812