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 TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
(Name of Subject Company)
 
BOSTON FINANCIAL TAX CREDIT FUND VIII, A LIMITED PARTNERSHIP
 (Name of Person(s) Filing Statement)
 
UNITS
(Title of Class of Securities) 
10065E100
 (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 Tax Credit Fund 
VIII, A Limited Partnership, a Massachusetts limited partnership (the 
"Partnership"), which has its principal executive offices at 101 Arch Street, 
Boston, Massachusetts 02110.  The general partner of the Partnership is Arch 
Street VIII Limited Partnership, a Massachusetts limited partnership, with 
principal executive offices at 101 Arch Street, Boston, Massachusetts 02110 
(the "General Partner"). 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 Partner, disclosed in a Tender Offer Statement on 
Schedule 14D-1 dated July 24, 1997 (the "Schedule 14D-1"), to purchase up to 
9,125 issued and outstanding Units at a purchase price of $800 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 
Partner.  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 Partner or its affiliates and the Partnership and its affiliates.
 
	The General Partner and its 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 December 6, 1993, 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 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 Partnership have been paid to an affiliate of the General 
Partner. The Fund may be required to pay a non-accountable expense allowance 
for marketing expense equal to a maximum of 1% of gross offering proceeds.  
The Partnership 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 offering proceeds and organizational and offering expenses, 
inclusive of selling commissions and underwriting advisory fees, did not 
exceed 15.0% of the gross offering proceeds.  Payments made and expenses 
reimbursed in the years ended March 31, 1997, 1996 and 1995, are as follows:

                                   		1997	     		1996			     1995	
Organizational fees and expenses
and selling expenses                	$	-	        $(5,832)  	 $3,958,903

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

Acquisition fees and expenses  1997              1996             1995

                               $888             $144,429          $2,068,027


	Pursuant to the Partnership Agreement, an affiliate of the 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 
(including, without limitation, coordination of communications between the 
Partnership and Limited Partners and with the Local Limited Partnerships). The 
Asset Management Fee is payable annually and is calculated by multiplying 
0.50% 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 .544% being multiplied by the gross proceeds of the offering.  The Asset 
Management Fees during the years ended March 31, 1997, 1996 and 1995 are as 
follows:

                               1997             1996            1995

Asset Management Fees         193,635           188,630         221,684


	According to the Partnership Agreement, the General Partner 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 return of 
Limited Partners 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, the General Partner did not earn any Subordinated 
Disposition Fee.

	According to the Form 10-K, the Partnership does not have any employees, 
but 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 Partnership.  The reimbursements are based 
upon the size and complexity of the Partnership's operations.  Reimbursements 
made in the years ended March 31, 1997, 1996 1995, are as follows:

                            	      	1997		       1996   			1995	
Salaries and benefits expense
reimbursement	                      $108,120    	$119,711	 $100,693

	Boston Financial Property Management ("BFPM"), an affiliate of the 
Managing General Partner, currently manages Beaverdam Creek, a property in 
which the Partnership has invested.  The property management fee charged is 
equal to 4% of cash receipts.  BFPM earned such fees in the amount of $27,556 
and $11,388 of fees earned by BFPM for the years ended March 31, 1997 and 
1996, respectively.  Property construction was completed in September, 1995, 
as a result, no fees were earned prior to the year ended March 31, 1996.

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

	In accordance with the Partnership Agreement, an affiliate of the 
General Partner (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 Partner and its 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 
Partner 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 or upon the occurrence of 
an "Event of Withdrawal", as defined in the Partnership Agreement, the removed 
General Partner may be entitled to receive the fair market value of its 
interest, which will be payable over a five-year period.

	The General Partner and its respective officers and directors are 
entitled to indemnification under certain circumstances from the Partnership 
pursuant to provisions of the Partnership Agreement.  Generally, the General 
Partner is 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 Partner or its affiliates and the 
Purchaser, its executive officers, directors or affiliates. The Purchaser is 
an affiliate of the General Partner of the Partnership. The executive officers 
and directors of the Purchaser also serve as executive officers and directors 
of the managing general partner of the General Partner. Therefore, the 
Purchaser and the General Partner, 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 
Partner reviewed and considered the Oldham Offer.  Because of the conflict of 
interest resulting from the affiliation between the Purchaser and the General 
Partner, the General Partner is expressing no opinion and are remaining 
neutral with respect to the Oldham Offer.
 
	(b) 	Although the General Partner is not making a recommendation with 
respect to the Oldham Offer, the General Partner believes 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 in the past, and 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 Partner or any of their 
affiliates have effected any transactions in the Units during the past 60 days
 
	(b) 	Neither the General Partner nor, to the knowledge of the General 
Partner, 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 Tax Credit Fund VIII, 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 TAX CREDIT VIII,
	A LIMITED PARTNERSHIP 

	By: 	ARCH STREET VIII LIMITED
		PARTNERSHIP, General Partner
 
		By: 	ARCH STREET VIII, INC., its 	
				General Partner
 
			By: 	/s/ Jenny Netzer
				Name:	Jenny Netzer
				Title:	President

 
{THIS PAGE INTENTIONALLY LEFT BLANK}

EX-20

EXHIBIT INDEX
 
EXHIBIT NO. 					TITLE

(a)(1)						Letter from Boston Financial Tax 
            Credit Fund VIII, A Limited Partnership 
            to Limited Partners, dated July 24, 1997.
 
BOSTON FINANCIAL TAX CREDIT FUND VIII, 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 Tax Credit Fund VIII, A 
Limited Partnership (the "Partnership") for a cash purchase price of $800 per 
Unit. The Purchaser is an affiliate of Arch Street VIII Limited Partnership , 
the general partner of the Partnership (the "General Partner").
 
	The General Partner is expressing no opinion and are remaining neutral 
with respect to the Oldham Offer. Although the General Partner is not making a 
recommendation with respect to the Oldham Offer, the General Partner believes 
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 in the past, and 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 TAX CREDIT FUND
 	VIII, A LIMITED PARTNERSHIP