8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549


F O R M  8-K


Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934




Date of Report (Date of earliest event reported)  February 25, 1997	

           BOSTON CAPITAL TAX CREDIT FUND IV L.P.	
     (Exact name of registrant as specified in its charter)	


                            Delaware                               		
         (State or other jurisdiction of incorporation)


    33-70564                                04-3208648              	 
(Commission File Number)          (IRS Employer Identification No. )



c/o Boston Capital Partners, Inc.,
One Boston Place, Boston, Massachusetts               02108-4406     
	(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code (617) 624-8900	

		None			
 (Former name or former address, if changed since last report)





Item 5.  Other Events

	On February 25, 1997, Boston Capital Tax Credit Fund IV L.P., a Delaware 
limited partnership, specifically Series 26 thereof (the "Partnership") 
completed various agreements relating Butler Street/Hanover Towers Limited 
Partnership, a Connecticut limited partnership (the "Operating Partnership"), 
including an Amended and Restated Agreement of Limited Partnership of the 
Operating Partnership dated February 25, 1997 (the "Operating Partnership 
Agreement"), pursuant to which the Partnership acquired a limited partner 
interest in the Operating Partnership.  Capitalized terms used and not 
otherwise defined herein have their meanings set forth in the Operating 
Partnership Agreement, a copy of which is attached hereto as Exhibit (2)(a).  

	The Operating Partnership owns and is currently renovating an apartment 
complex located at 76 Butler Street in Meriden, Connecticut, which is known as 
Hanover Towers (the "Apartment Complex").  The Apartment Complex will consist 
of eighty (80) 1-bedroom apartment units and twenty (20) 2-bedroom apartment 
units, for a total of one hundred (100) apartment units.  Renovation of the 
Apartment Complex is expected to be substantially completed by December, 1997 
and the Apartment Complex is expected to achieve 100% occupancy by July, 1998.

	The Operating Partnership acquired the Apartment Complex from Hanover 
Towers Realty Company (the "Seller") in connection with a Chapter 11 
bankruptcy proceeding involving Carabetta Enterprises, Inc., a Connecticut 
corporation ("Carabetta Enterprises"), the general partner of the Seller and 
Joseph F. Carabetta.  The sale of the Apartment Complex was approved pursuant 
to a consent order issued by the United States Bankruptcy Court, District of 
Connecticut, Bridgeport Division.  Carabetta Management, Inc., a subsidiary of 
Carabetta Enterprises, will continue to serve as the Management Agent for the 
Apartment Complex and Meriden Housing Preservation Limited Partnership, the 
Class A Limited Partner of the Operating Partnership, will be comprised of 
employees of Carabetta Enterprises and/or relatives of Mr. Carabetta.  The 
General Partner does not believe that the ongoing bankruptcy proceeding 
involving Carabetta Enterprises and Mr. Carabetta will have any impact on the 
Operating Partnership or the Apartment Complex.

	Financing for the Apartment Complex will consist of three components, 
each of which will be provided by the Connecticut Housing Finance Authority 
("CHFA").  The concurrent first mortgage provided by CHFA in the aggregate 
amount of $4,629,000 will have a portion ($2,775,000) which bears interest at 
7.00% over a 14-year term and the remaining portion ($1,854,000) which bears 
interest at 7.75% over a 30-year term.  The final component of the CHFA 
financing is a second mortgage (preservation loan) in the amount of $710,000 
which accrues interest for 30-years at a rate of 6% per annum over a 60-year 
term.

	100% of the apartment units (100 units) in the Apartment Complex are 
believed to qualify for the low-income housing tax credit (the "Tax Credits") 
under Section 42 of the Internal Revenue Code of 1986, as amended (the 
"Code").

	The General Partner of the Operating Partnership is Hanover Towers of 
Massachusetts LLC, a Connecticut limited liability company (the "General 
Partner") whose sole members are First Atlantic Housing, Inc., a Massachusetts 
corporation ("FAHI"), BCP Connecticut Properties Limited Partnership, a 
Massachusetts limited partnership ("BCP") and American Housing Preservation 
Corporation, a Maine corporation ("AHPC").  FAHI, the Manager of the General 
Partner, is wholly-owned by Christopher W. Collins, who serves as its 
President and Director.  Mr. Collins has extensive experience in developing 
and financing affordable housing projects.  He is an Executive Vice President 
and principal of Boston Capital Partners, Inc. ("Boston Capital"), an 
affiliate of the Partnership.  Mr. Collins is also the general partner of BCP 
and other employees of Boston Capital serve as the limited partners of BCP.  
AHPC is controlled by Michael Liberty who acts as its President and Director.  
Mr. Liberty is the founder of The Liberty Group which includes a diversified 
core of companies engaged in a wide range of real estate activities, including 
Equity Builders, Inc. which serves as the Contractor for the Apartment 
Complex.

	The Partnership acquired its interest in the Operating Partnership 
directly from the Operating Partnership in consideration of an agreement to 
make a Capital Contribution of $1,065,649, which has been or will be payable 
to the Operating Partnership in four (4) Installments as follows:

	1.	$860,000 (the "First Installment") on the latest of (i) Initial 
Closing or (ii) Admission Date;
 
	2.	$110,000 (the "Second Installment") on the latest to occur of (i) 
Cost Certification, (ii) Initial 100% Occupancy Date, (iii) 
receipt of an updated title insurance policy satisfactory to the 
Special Limited Partner, (iv) Rental Achievement, (v) confirmation 
by Boston Capital that outstanding due diligence items have been 
completed by the General Partner to the reasonable satisfaction of 
Boston Capital, if any, (v) receipt of a payoff letter from the 
Contractor stating that all expenses payable to the Contractor 
have been paid in full and that the Operating Partnership is not 
in violation of the Construction Contract, (vi) receipt of a valid 
and recorded Extended Use Commitment and receipt of a 
subordination agreement subordinating the Mortgage Loans to the 
Extended Use Commitment, or (vii) satisfaction of all of the 
conditions to the payment of the First Installment;

	3.	$83,000 (the "Third Installment") on the latest to occur of (i) 
Final Closing, (ii) State Designation, (iii) Rental Achievement, 
or (iv) satisfaction of all of the conditions to the payment of 
the First and Second Installments; and

	4.	$12,649 (the "Fourth Installment") on the later to occur of (i) 
the receipt by the Partnership of the Operating Partnership's 
federal tax return and an audited financial statement for the 
fiscal year in which the Rental Achievement occurs or (ii) 
satisfaction of all conditions to the payment of the First, Second 
and Third Installments.

The total Capital Contribution of the Partnership to the Operating Partnership 
is based on the Operating Partnership receiving $1,764,600 of Tax Credits 
during the 10-year period commencing in 1997 of which 99% ($1,746,960) will be 
allocated to the Partnership as the Investment Limited Partner of the 
Operating Partnership.  The Special Limited Partner of the Operating 
Partnership is BCTC 94, Inc., an affiliate of the Partnership.

	The Partnership believes that the Apartment Complex is adequately 
insured.

	Ownership interests in the Operating Partnership are as follows, subject 
in each case to certain priority allocations and distributions:

                            Normal      Capital      Cash
                           Operations  Transactions  Flow

General Partner                1%       65.1        70.1%

Partnership                98.99%       24.99%     19.99%

Special Limited Partnership 0.01%       0.01%      0.01%

Class A Limited Partner     0%           9.9%      9.9%

	The Partnership used the funds obtained from the payments of the holders 
of its beneficial assignee certificates to make the acquisition of its 
interest in the Operating Partnership.  

	Boston Capital, or an affiliate thereof, will receive an annual Asset 
Management Fee of $5,000 commencing in 1997 from the Operating Partnership for 
services in connection with the Operating Partnership's accounting matters and 
the preparation of tax returns and reports to the Partnership.  The Asset 
Management Fee for each fiscal year will be payable from Cash Flow in the 
manner and priority set forth in Article XI of the Operating Partnership 
Agreement; provided, however, that if in any fiscal year, Cash Flow is 
insufficient to pay all or any portion of the Asset Management Fee), the 
General Partner shall make a Subordinated Loan in the amount not to exceed the 
lesser of $2,500 per annum or that amount necessary to pay the unpaid portion 
of such fee.  Any unpaid portion of such Asset Management Fee shall accrue and 
be payable on a cumulative basis in the first year in which there is 
sufficient Cash Flow available for payment of such fee, or in the first year 
in which proceeds of a Capital Transaction are available. 

	The Operating Partnership shall pay to the General Partner a non-
cumulative fee (the "Incentive Management Fee") commencing in 1997 for their 
services in connection with the administration of the day to day business of 
the Operating Partnership in an annual amount equal to $5,000 per annum.  The 
Partnership Management Fee for each fiscal year of the Operating Partnership 
shall be paid in the manner and priority set forth in Article XI of the 
Operating Partnership Agreement.

	The Operating Partnership will pay a Development Fee of $400,900 to the 
Developer for its service in connection with the acquisition, rehabilitation 
and development of the Apartment Complex.  The Development Fee will be payable 
$28,000 upon receipt by the Operating Partnership of the First Installment, 
$995 upon receipt by the Operating Partnership of the Second Installment, 
$83,000 upon receipt by the Operating Partnership of the Third Installment, 
$12,654 upon receipt by the Operating Partnership of the Fourth Installment, 
and the balance of $276,251 will be paid as a Deferred Development Fee in 
accordance with the provisions of Article XI of the Operating Partnership 
Agreement, but in no event later than December 31, 2007.



Item 7.  Exhibits.

(c)      Exhibits.	                                Page

(1)      (a)1    Form of Dealer-Manager Agreement between Boston 
                 Capital Services, Inc. and the Registrant 
                 (including, as an exhibit thereto, the form of 
                 Soliciting Dealer Agreement)

(2)       (a)    Amended and Restated Agreement of Limited 
                 Partnership of Butler Street/Hanover Towers 
                 Limited Partnership

(2)        (b)   Certification and Agreement relating to Butler 
                 Street/Hanover Towers Limited Partnership

(4)       (a)2   Agreement of Limited Partnership of the 
                 Partnership

(16)             None

(17)             None

(21)             None

(24)             None

(25)             None

(28)             None

_______________

1 Incorporated by reference to Exhibit (1) to Registration Statement 
No. 33-70564 on Form S-11, as filed with the Securities and Exchange 
Commission.

2 Incorporated by reference to Exhibit (4) to Registration Statement 
No. 33-70564 on Form S-11, as filed with the Securities and Exchange 
Commission.


SIGNATURES


	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 hereto duly authorized.

Dated:  July 15, 1997


BOSTON CAPITAL TAX CREDIT FUND IV L.P.


By:	Boston Capital Associates IV L.P.,
	its General Partner


	By:	C&M Associates, d/b/a Boston
		Capital Associates, its
	General Partner


	By:	__/s/ Herbert F. Collins______
	Herbert F. Collins, Partner


	

BOS2: 73814_1

EX-4

BUTLER STREET/HANOVER TOWERS LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP













February 25, 1997


TABLE OF CONTENTS


Page

ARTICLE I	CONTINUATION OF PARTNERSHIP				2

	1.01	Continuation 								2
	1.02	Name 									2
	1.03	Principal Executive Offices; Agent for				2
Service of Process 						
	1.04	Term 									2
	1.05	Recording 								2

ARTICLE II DEFINED TERMS 							2

ARTICLE III PURPOSE AND BUSINESS OF THE PARTNERSHIP 		14

	3.01	Purpose of the Partnership 						14
	3.02	Authority of the Partnership 						14

ARTICLE IV REPRESENTATIONS, WARRANTIES AND			15
COVENANTS; DUTIES AND OBLIGATIONS	

	4.01	Representations, Warranties and 					15
Covenants Relating to the Apartment
Complex and the Partnership 				
	4.02	Duties and Obligations Relating to the				18
Apartment Complex and the Partnership 		

ARTICLE V	PARTNERS, PARTNERSHIP INTERESTS AND			20
OBLIGATIONS OF THE PARTNERSHIP

	5.01	Partners, Capital Contributions					20
and Partnership Interests 				
	5.02	Return of Capital Contribution 					23
	5.03	Withholding of Capital Contribution Upon 				24
Default 								
	5.04	Legal Opinions 							24
	5.05	Repurchase Obligation 						24


ARTICLE VI CHANGES IN PARTNERS						25

	6.01	Withdrawal of a General Partner 					25
	6.02	Admission of a Successor or Additional				26
General Partner 						
	6.03	Effect of Bankruptcy, Death, Withdrawal,				26
Dissolution or Incompetence of a
General Partner 						

ARTICLE VII	ASSIGNMENT TO THE PARTNERSHIP				27

	7.01	Assignment of Contracts, etc. 					27

ARTICLE VIII RIGHTS, OBLIGATIONS AND POWERS OF THE		28
GENERAL PARTNER

	8.01	Management of the Partnership 					28
	8.02	Limitations Upon the Authority of the 
General Partner 							29
	8.03	Management Purposes 						30
	8.04	Delegation of Authority 						30
8.05	General Partner or Affiliates Dealing 				
	30
 with Partnership 						
	8.06	Other Activities 							31
	8.07	Liability for Acts and Omissions 					31
	8.08	[Intentionally Omitted]						31
	8.09	Rehabilitation of the Apartment Complex, 				31
Construction Cost Overruns, Operating 
Deficits 								
	8.10	Development Fee 							32
	8.11	Incentive Partnership Management Fee 				33
	8.11.1	Asset Management Fee 						33
	8.12	Withholding of Fee Payments 					33
	8.13	Removal of the General Partner 					34
	8.14	Selection of Management Agent 					36
	8.15	[Intentionally Omitted]						36
	8.16	[Intentionally Omitted]						36
	8.17	Subordinated Loans to the Partnership 				36
8.18      Reserve Fund for Replacements; Tenant Transition Fund	
	36



ARTICLE IX	TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS	37
OF INTERESTS OF LIMITED PARTNERS

	9.01	Purchase for Investment 						37
	9.02	Restrictions on Transfer of Limited 				
	38
Partner's Interests 					
	9.03	Admission of Substitute Limited Partners				38
	9.04	Rights of Assignee of Partnership Interest 			
	39

ARTICLE X	RIGHTS AND OBLIGATIONS OF LIMITED PARTNERS	40

	10.01  Management of the Partnership 					40
	10.02  Limitation on Liability of Limited					40
  Partners 							
	10.03  Other Activities 							40
	10.04  Ownership by Limited Partner 					40
  of Corporate General Partners or Affiliate 

ARTICLE XI	ALLOCATION OF TAXABLE INCOME,				41
TAX LOSSES, TAX CREDITS AND CASH DISTRIBUTIONS 		

	11.01  Allocation of Taxable Income, Tax Losses				41
  and Tax Credits 						
	11.02  Allocation of Taxable Income and Tax				41
  Losses from Capital Transactions 		
	11.03  Distribution of Cash Flow 						42
	11.04  Distributions of Distributable Proceeds				43
  from Capital Transactions and 
  Distributable Proceeds from Refinancings 	
	11.05  Allocations Among Partners 			  			44
	11.06  Qualified Income Offset 	  					45
	11.07  Minimum Gain Allocations 						46
	11.08  Regulatory Allocations 						46
	11.09  Partners' Partnership Non-recourse 				
	47
  Liabilities 							
	11.10  Tax Allocations:  Code Section 704(c) 				47
	11.11  Tax Matters Partner 							47
	11.12  Capital Accounts 							49
	11.13  Authority of General Partner to Vary				
	50
  Allocations to Preserve and Protect
  Partner's Intent 						




ARTICLE XII	SALE, DISSOLUTION AND LIQUIDATION			51

	12.01  Dissolution of the Partnership 					
	51
	12.02  Winding Up and Distribution 						52
				
ARTICLE XIII BOOKS AND RECORDS, ACCOUNTING TAX			53
ELECTIONS, ETC.

	13.01  Books and Records 							53
	13.02  Bank Accounts 							53
	13.03  Accountants 								53
	13.04  Reports to Partners 							54
	13.05  Section 754 Elections 							57
	13.06  Fiscal Year and Accounting Method 					57

ARTICLE XIV AMENDMENTS							57

	14.01  Proposal and Adoption of Amendments 				57

ARTICLE XV	CONSENTS, VOTING AND MEETINGS				57

	15.01  Method of Giving Consent 						57
	15.02  Submissions to Limited Partners 					57
	15.03  Meetings; Submission of Matter for Voting 			
	58
	15.04  Appointment of General Partner as Attorney-in-Fact		
	58

ARTICLE XVI GENERAL PROVISIONS						58

	16.01  Burden and Benefit 							58
	16.02  Applicable Law 							58
	16.03  Counterparts 								58
	16.04  Separability of Provisions 						58
	16.05  Entire Agreement 							59
	16.06  Liability of the Investment Partnership				59
	16.07  Environmental Protection 						59
	16.08  Notices to the Investment Partnership				
	60
	16.09  Notices to the General Partner 					60
16.10  Withdrawal of Initial Limited Partner	 			
	61
16.11  Lender Requirements							61


BUTLER STREET/HANOVER TOWERS LIMITED PARTNERSHIP
AMENDED AND RESTATED AGREEMENT
OF LIMITED PARTNERSHIP


	This Amended and Restated Agreement of Limited Partnership is made and 
entered into as of the 25th day of February, 1997, by and among the 
undersigned parties.

	WHEREAS, as of February 13, 1997, Hanover Towers of Massachusetts LLC, a 
Connecticut limited liability company whose sole members are First Atlantic 
Housing, Inc., a Massachusetts corporation, BCP Connecticut Properties Limited 
Partnership, a Massachusetts limited partnership, and American Housing 
Preservation Corporation, a Maine corporation (the "General Partner"), and 
First Atlantic Housing, Inc., as initial limited partner (the "Initial Limited 
Partner"), executed an Agreement of  Limited Partnership of Butler 
Street/Hanover Towers Limited Partnership, a Connecticut limited partnership 
(the "Initial Agreement") for the formation of Butler Street/Hanover Towers 
Limited Partnership (the "Partnership") pursuant to the Connecticut Uniform 
Limited Partnership Act (the "Act");

	WHEREAS, a Certificate of Limited Partnership was subsequently filed 
with the Secretary of State for the State of  Connecticut on February 19, 
1997; 

	WHEREAS, the Partnership has been formed to acquire, rehabilitate, 
construct, own, maintain and operate a 100-unit apartment complex intended for 
rental to seniors of low and moderate income, known as Hanover Towers 
Apartments, and located in Meriden, Connecticut (the "Apartment Complex"); 

	WHEREAS, the Partnership has acquired or will acquire title to the 
Apartment Complex and has or will enter into a mortgage and other liens 
securing  the permanent mortgage loan; and

	WHEREAS, the parties hereto now desire to enter into this Amended and 
Restated Agreement of Limited Partnership to (i) continue the Partnership; 
(ii) admit Boston Capital Tax Credit Fund IV L.P., a Delaware limited 
partnership, to the Partnership as a Limited Partner, and BCTC 94, Inc., a 
Massachusetts corporation, to the Partnership as the Special Limited Partner; 
(iii) admit Meriden Housing Preservation Limited Partnership, a Connecticut 
limited partnership as the Class A Limited Partner; (iv) withdraw the Initial 
Limited Partner from the Partnership; (v) reassign Interests in the 
Partnership; and (vi) set forth all of the provisions governing the 
Partnership.

	NOW, THEREFORE, in consideration of the foregoing, of mutual promises of 
the parties hereto and of other good and valuable consideration, the receipt 
and sufficiency of which hereby are acknowledged, the parties hereby agree to 
continue the Partnership pursuant to the Act, as set forth in this Amended and 
Restated Agreement of Limited Partnership, which reads in its entirety as 
follows:



ARTICLE I
CONTINUATION OF PARTNERSHIP

	1.01.	Continuation.  The undersigned hereby continue the Partnership as 
a limited partnership under the Act.

	1.02.	Name.  The name of the Partnership is Butler Street/Hanover Towers 
Limited Partnership.

	1.03.	Principal Executive Offices; Agent for Service of Process.  The 
principal executive and record office of the Partnership shall be c/o First 
Atlantic Housing, Inc., One Boston Place, Suite 2100, Boston, MA 02108, Attn.: 
Christopher W. Collins.  The Partnership may change the location of its 
principal executive office to such other place or places as may hereafter be 
determined by the General Partner.  The General Partner shall promptly notify 
all other Partners of any change in the principal executive office.  The 
Partnership may maintain such other offices at such other place or places as 
the General Partner may from time to time deem advisable.  The resident agent 
in the State of Connecticut for the Partnership for service of process is CT 
Corporation System, One Commercial Plaza, Hartford, Connecticut 06103.

	1.04.	Term.  The term of the Partnership commenced as of February 13, 
1997 and shall continue until December 31, 2057, unless the Partnership is 
sooner dissolved in accordance with the provisions of this Agreement.

	1.05.	Recording.  Upon the execution of this Amended and Restated 
Agreement of Limited Partnership by the parties hereto, the General Partner 
shall take all necessary action required by law to perfect and maintain the 
Partnership as a limited partnership under the laws of the State; and to 
effectuate the admission of the Investment Partnership, the Class A Limited 
Partner and BCTC 94, Inc. as Limited Partners and the withdrawal of the 
Initial Limited Partner hereunder.

ARTICLE II
DEFINED TERMS

	In addition to the abbreviations of the parties set forth in the 
preamble to this Agreement, the following defined terms used in this Agreement 
shall have the meanings specified below:

	"Accountants" means such firm of independent certified public 
accountants as may be engaged by the General Partner, with the Consent of BCTC 
94, Inc., to prepare the Partnership income tax returns and to be responsible 
for the Partnership's audit and tax matters reporting obligations under 
Section 13.04 hereof.

	"Act" means the Connecticut Uniform Limited Partnership Act, as amended 
from time to time during the term of the Partnership.

	"Actual Credit" means as of any point in time, ninety-nine percent (99%) 
of the Tax Credits actually received by the Partnership, as shown on the 
applicable tax return of the Partnership.

	"Admission Date" means the date upon which the Investment Partnership is 
admitted to the Partnership.

	"Affiliate" means any Person that directly or indirectly, through one or 
more intermediaries, controls or is controlled by or is under common control 
with a General Partner, or with another designated Person, as the context may 
require.

	"Agency" means the Connecticut Housing Finance Authority in its capacity 
as the designated agency of the State of Connecticut to allocate Low-Income 
Housing Tax Credits, acting through any authorized representative.

	"Agreement" means this Amended and Restated Agreement of Limited 
Partnership, as amended from time to time.

	"American Housing" means American Housing Preservation Corporation, a 
Maine corporation, and a member of the General Partner.

	"Apartment Complex" means the land owned by the Partnership located at 
60 Hanover Street, Meriden, Connecticut and the 100 unit rental housing 
development and other improvements constructed thereon, and to be owned and 
operated therein by the Partnership, and known as Hanover Towers Apartments.

	"Applicable Percentage" has the meaning given to it in Section 42(b) of 
the Code.

	"Asset Management Fee" means the fee payable by the Partnership to 
Boston Capital, or an Affiliate thereof, pursuant to Section 8.11.1.

	"Bankruptcy" or "Bankrupt" as to any Person means (a) the entry of an 
order for relief (or similar court order) against such Person which authorizes 
a case brought under Chapter 7, 11 or 13 of Title 11 of the United States Code 
to proceed; (b) the commencement of a federal, state or foreign bankruptcy, 
insolvency, reorganization, arrangement or liquidation proceeding by such 
Person; (c) the commencement of a federal, state or foreign bankruptcy, 
insolvency, reorganization, arrangement or liquidation proceeding against such 
Person if such proceeding is not dismissed within sixty (60) days after the 
commencement thereof; (d) the entry of a court decree or court order which 
remains unstayed and in effect for a period of thirty (30) consecutive days:  
(i) adjudging such Person insolvent under any federal, state or foreign law 
relating to bankruptcy, insolvency, reorganization, arrangement, liquidation, 
receivership or the like;  (ii) approving as properly filed a petition seeking 
reorganization, arrangement, adjustment or composition of, or in respect of, 
such Person or his properties under any federal, state or foreign law relating 
to insolvency, reorganization, arrangement, liquidation, receivership or the 
like; (iii) appointing a receiver, liquidator, assignee, trustee, conservator, 
or sequester (or other similar official) of such Person, or of all, or of a 
substantial part, of such Person's properties; or (iv) ordering the winding 
up, dissolution or liquidation of the affairs of such Person;  (e) the written 
consent by such Person to the institution against it of any proceeding of the 
type described in subsection (a), (b), (c) and (d); (f) the written consent by 
such Person to the appointment of a receiver, liquidator, assignee, trustee, 
conservator or sequester (or other similar official) of such Person, or of 
all, or of a substantial part, of its properties; (g) the making by such 
Person of an assignment for the benefit of creditors; (h) the admission in 
writing by such Person of its inability to pay its debts generally as they 
come due; (i) the taking of any corporate or other action by such Person in 
furtherance of any of the foregoing; or (j) if such Person becomes insolvent 
by the making of any act or the making of any transfer, or otherwise, as 
"insolvency" is or may be defined pursuant to the Federal Bankruptcy Code, the 
Federal Bankruptcy Act, the Uniform Fraudulent Conveyances Act, any state or 
federal act or the ruling of any court.

	"BCTC 94, Inc." means BCTC 94, Inc., a Delaware corporation, which is 
the Special Limited Partner of the Partnership.

	"Book Depreciation" has the meaning set forth in Section 11.12C.

	"Book Profits and Losses" means the Taxable Income or Tax Losses of the 
Partnership, adjusted for purposes of determining and maintaining the 
Partners' Capital Accounts as provided in Section 11.12.

	"Boston Capital" means Boston Capital Partners, Inc., a Massachusetts 
corporation.

	"Capital Account" means the capital account of a Partner as described in 
Section 11.12.

	"Capital Contribution" with respect to any Partner, means the total 
amount of money and the initial Gross Asset Value of any property (other than 
money) contributed or agreed to be contributed, as the context requires, to 
the Partnership by each Partner pursuant to the terms of this Agreement.  Any 
reference to the Capital Contribution of a Partner shall include the Capital 
Contribution made by a predecessor holder of the Interest of such Partner.

	"Capital Transaction" means the sale, exchange or disposition (other 
than leasing in the ordinary course of business) of any Partnership property 
that is not in the ordinary course of business, or casualty damage to or 
condemnation of any Partnership property, or any substantial interest therein 
or portion thereof.

	"Cash Flow" means, with respect to any year or other applicable period, 
(a) all Revenues received by the Partnership during such period, plus (b) any 
amounts which the General Partner, acting jointly with BCTC 94, Inc., and 
subject to the approval of the Lender and HUD, if required, releases from the 
Reserve Fund for Replacements as being no longer necessary to hold as part of 
the Reserve Fund for Replacements, less (i) all operating expenses and 
obligations of the Partnership paid or payable (on a thirty-day current basis) 
during the applicable period, including without limitation escrow deposits for 
taxes and insurance, maintenance and repairs, (ii) all sums due or currently 
required to be paid under the terms of the Mortgage Loan or any other third-
party indebtedness of the Partnership, and (iii) all amounts from Revenues, if 
any, added or required to be added to the Reserve Fund for Replacements during 
such period.  In no event will deductions in determining Cash Flow pursuant to 
clauses (i) and (ii) above include payments made on account of: the Asset 
Management Fee, amounts due on any Subordinated Loans, the Incentive 
Partnership Management Fee, the subsequent annual funding of the Tenant 
Transition Fund, the Deferred Development Fee and/or any Cash Flow only 
interest payments on the Preservation Loan.

	Cash Flow shall be determined separately for each fiscal year and shall 
not be cumulative.  

	"Certificate" means the Certificate of Limited Partnership for Butler 
Street/Hanover Towers Limited Partnership filed with the Secretary of State of 
Connecticut on February 19, 1997, or any certificate of limited partnership or 
any other instrument or document which is required under the law of the State 
to be signed and sworn to by the Partners of the Partnership and filed in the 
appropriate public offices within the State to perfect or maintain the 
Partnership as a limited partnership under the laws of the State, to effect 
the admission, withdrawal or substitution of any Partner of the Partnership, 
or to protect the limited liability of the Limited Partners as limited 
partners under the laws of the State.

	"Class A Limited Partner" means Meriden Housing Preservation Limited 
Partnership, a Connecticut limited partnership, or its successor admitted to 
the Partnership as a Substitute Class A Limited Partner pursuant to the terms 
of this Agreement.

	"Code" means the Internal Revenue Code of 1986, as amended from time to 
time, or any corresponding provision or provisions of succeeding law.

	"Compliance Period" has the meaning ascribed to such term in Section 42 
of the Code.

	"Consent" means the prior written consent or approval of BCTC 94, Inc. 
and/or the Investment Partnership and/or any other Partner, as the context may 
require, to do the act or thing for which the consent is solicited.

	"Construction Contract" means that certain construction contract 
(including all exhibits and attachments thereto) to be entered into between 
the Partnership and the Contractor pursuant to which the Apartment Complex is 
being rehabilitated.

	"Contractor" means Equity Builders, Inc., in its capacity as the general 
construction contractor for the Apartment Complex.

	"Cost Certification" means the date upon which each Limited Partner 
shall have received the written certification of the Accountants, in a form 
and in substance satisfactory to Boston Capital, as to the itemized amounts of 
the rehabilitation and development costs of the Apartment Complex and the 
Eligible Basis and Applicable Percentage (in each case, as defined in Section 
42(d) of the Code), pertaining to each building in the Apartment Complex.

	"Counsel" or "Counsel for the Partnership" shall mean Peabody & Brown of 
Boston, Massachusetts and Tobin, Carberry, O'Malley, Riley & Selinger, PC of 
New London, Connecticut, or such other attorney or law firm upon which the 
Investment Partnership and the General Partner shall agree; provided, however, 
that if any section of this Agreement either (i) designates particular counsel 
for the purpose described therein, or (ii) provides that counsel for the 
purpose described therein shall be chosen by another method or by another 
Person, then such designation or provision shall prevail over this general 
definition.  The Limited Partners have been, and will continue to be, 
separately represented by Hinckley, Allen & Snyder or such other counsel as 
they may choose in connection with all Partnership matters.

	"Credit Shortfall" means the amount by which the Actual Credit is less 
than the Projected Credit (or Revised Projected Credit) for any year or 
portion thereof.

	"Debt Service" means scheduled principal and interest payments on 
indebtedness under the Mortgage Loan, determined on an annual basis for each 
year of Partnership operations.

	"Developer" means jointly, First Atlantic and American Housing, or their 
respective designees.

	"Deferred Development Fee" means any portion of the Development Fee not 
actually paid to and received by the Developer from the Installments, the 
payment of which is deferred and payable only in accordance with Sections 
5.01(a), 11.03(A)(b) and 11.04(A)(c) hereof.

	"Development Fee" means the fee payable by the Partnership to the 
Developer pursuant to Section 8.10 of this Agreement.

	"Development Sources" means the aggregate of: (a) the proceeds of the 
Mortgage Loan; (b) the Capital Contributions of the General Partner, as set 
forth in Section 5.01(a) of this Agreement; (c) not more than $1,065,649 less 
the amount of the non-Deferred Development Fee of the Capital Contributions of 
the Investment Partnership to the Partnership; and (d) any rental income of 
the Partnership for the period prior to Final Closing.
 
	"Distributable Proceeds from Capital Transactions"  means the excess of 
all cash receipts and other consideration arising from the sale or other 
disposition of all or any portion of the Apartment Complex or any proceeds 
realized from condemnation, casualty, or title defect, but excluding proceeds, 
if any, from rental interruption insurance or a temporary condemnation in the 
nature of a lease, over the sum of the following, to the extent paid out of 
such cash receipts or other consideration:  (i) the amount of cash disbursed 
or to be disbursed in connection with or as an expense of such sale or other 
disposition, (ii) the amount necessary for the payment of all debts and 
obligations of the Partnership arising from or otherwise related to such sale 
or other disposition or to which the Apartment Complex is subject and which 
are otherwise then due (other than debts and obligations owed to the Partners 
and their Affiliates, which shall be satisfied in the order set forth in 
Section 11.04), and (iii) any amounts set aside by the General Partner for 
reserves which the General Partner deems reasonably necessary for contingent, 
unmatured or unforeseen liabilities of the Partnership.

	"Distributable Proceeds from Refinancings" means the excess of the gross 
proceeds of any borrowing by the Partnership over the sum of the following, to 
the extent paid out of such gross proceeds:  (i) any amounts disbursed to 
repay then existing loans of the Partnership and to pay and provide for all 
debts and obligations of the Partnership then to be paid or which are 
otherwise then due (other than debts and obligations owed to the Partners and 
their Affiliates, which shall be satisfied in the order set forth in Section 
11.04), (ii) all reasonable expenses of such borrowings, including, without 
limitation, all commitment fees, brokers' commissions, and attorneys' fees, 
(iii) all amounts paid to improve the Apartment Complex or for any other 
purpose in order to satisfy conditions to or established in connection with 
such borrowings, and (iv) any amounts used to meet the operating expenses of 
the Apartment Complex or set aside by the General Partner for reserves which 
the General Partner deems reasonably necessary for contingent, unmatured, or 
unforeseen liabilities of the Partnership.

	"Eligible Basis" has the meaning given to it in Section 42(d) of the 
Code.

	"Excess Development Costs" means all funds in excess of the Development 
Sources which are required to (i) complete rehabilitation of the Apartment 
Complex, including paying any final cost overruns and the cost of any change 
orders which have been approved by the Lender and which are not funded from 
Development Sources, (ii) achieve Substantial Completion, (iii) achieve 
Initial Closing and Final Closing and satisfy any escrow deposit requirements 
which are conditions to the Initial Closing and/or the Final Closing, 
including without limitation, any amounts necessary for local taxes, 
utilities, insurance premiums and other amounts which are required, (iv) pay 
any applicable loan assessment fees, discounts or other costs and expenses 
incurred by the Partnership as a result of the occurrence of the Initial 
Closing and/or the Final Closing, (v) make the required deposit into the 
Tenant Transition Fund, (vi) make the required deposit into the Reserve Fund 
for Replacements and (vii) pay any Operating Deficits incurred by the 
Partnership prior to the occurrence of Rental Achievement.  Excess Development 
Costs shall not include any amounts paid or to be paid in respect of the 
Development Fee.

	"Extended Use Commitment" means the agreement between the Partnership 
and the Agency, which is intended to meet the definition of a "long term 
commitment to low-income housing" as required by Section 42(h)(6) of the Code 
and the requirements of the Agency's Low-Income Housing Tax Credit Program.

	"Final Closing" means the occurrence of both of the following:  (i) 
Substantial Completion, and (ii) each of the Mortgage Loans (other than the 
Preservation Loan) is being amortized as a "permanent loan".

	"First Atlantic" means First Atlantic Housing, Inc., a Massachusetts 
corporation, and a member of the General Partner.

	"40-60 Set-Aside Test" means the Minimum Set-Aside Test whereby at least 
40% of the units in the Apartment Complex must be occupied by individuals, 
with incomes of 60% or less of area median income, as adjusted for family 
size.

	"General Partner" means Hanover Towers of Massachusetts LLC, a 
Connecticut limited liability company, and any other Person or entity admitted 
as a general partner pursuant to this Agreement, and their respective 
successors pursuant to this Agreement, including particularly the provisions 
of Section 6.03 and 8.13.

	"General Partner's Special Capital Contribution" has the meaning 
ascribed to such term in Section 5.01 of this Agreement.

	"Gross Asset Value"  means, with respect to any asset, the assets 
adjusted basis for federal income tax purposes, except as adjusted pursuant to 
Section 11.12B.

	"HAP Contract" means that certain Housing Assistance Payments Contract 
dated January 10, 1979 by and between the Connecticut Housing Finance 
Authority and Hanover Towers Realty Co. and approved by HUD, setting forth the 
Section 8 payments for the Apartment Complex, which Contract has been or will 
be assigned to the Partnership.

	"HUD" means the United States Department of Housing and Urban 
Development.

	"Incentive Partnership Management Fee" means the fee payable by the 
Partnership to the General Partner pursuant to Section 8.11 of this Agreement.

	"Initial Closing" means the date upon which the Mortgage Loan is closed 
and the first disbursement of proceeds of the Mortgage Loan are authorized to 
be made to the Partnership.

	"Initial 100% Occupancy Date" means the first date, after the completion 
of construction, upon which 100% of the low-income apartment units in the 
Apartment Complex have been leased to and are occupied by, qualified tenants 
under executed Agency approved leases, if any such approval is applicable.

	"Installment" means an Installment of the Investment Partnership's 
Capital Contribution paid or payable to the Partnership pursuant to Section 
5.01.

	"Interest" or "Partnership Interest" means the ownership interest of a 
Partner in the Partnership at any particular time, including the right of such 
Partner to any and all benefits to which such Partner may be entitled as 
provided in this Agreement and in the Act, together with the obligations of 
such Partner to comply with all the terms and provisions of this Agreement and 
of said Act.  Such Interest of each Partner shall, except as otherwise 
specifically provided herein, be that percentage of the aggregate of such 
benefit or obligation specified by Section 5.01 as such Partner's Percentage 
Interest.

	"Invested Amount" means (i) as to the Investment Partnership, an amount 
equal to the paid-in Capital Contribution of the Investment Partnership 
divided by .73 and (ii) as to any other Partner, an amount equal to its paid-
in Capital Contribution.

	"Investment Partnership" means Boston Capital Tax Credit Fund IV L.P., a 
Delaware limited partnership, which is a Limited Partner of the Partnership. 

	"Land" means the property known as 76 Butler Street in Meriden, 
Connecticut, upon which the Apartment Complex is located.

	"Lender" means the Connecticut Housing Finance Authority in its capacity 
as maker of the Mortgage Loan, or its successors and assigns in such capacity, 
including any substitute Lender permitted pursuant to Section 8.02(b)(v) 
hereof, each acting through any authorized representative.
	
"Limited Partners" means the Investment Partnership and/or the Class A 
Limited Partner and/or BCTC 94, Inc., or any other Limited Partner in such 
Person's capacity as a limited partner of the Partnership.

	"Liquidator" means the General Partner or, if there is none at the time 
in question, such other Person who may be appointed in accordance with 
applicable law and who shall be responsible for taking all action necessary or 
appropriate to wind up the affairs of, and distribute the assets of, the 
Partnership upon its dissolution.

	"Loan Documents" means, collectively, the Promissory Notes, the Building 
Loan Agreement, the Mortgage Deed, the Security Agreement, the Collateral 
Assignment of Leases and Rents, the Good Faith and Working Capital Escrow 
Deposit Agreement, the Minority Hiring Agreement, the Agreement and 
Certification, the Affirmative Fair Marketing Contract, the Assignment of 
Proceeds, the Escrow and Disbursement Agreement and other documents related to 
the Mortgage Loan between the Partnership and the Lender.

	"Low-Income Housing Tax Credit" means the low-income housing tax credit 
allowed for low-income housing projects pursuant to Section 42 of the Code.

	"Management Agent" means the management and rental agent for the 
Apartment Complex and/or its successors and/or assigns, as described in 
Section 8.05 hereof.

	"Management Agreement" means the agreement between the Partnership and 
the Management Agent providing for the management of the Apartment Complex.

	"Minimum Gain" means the amount determined by computing, with respect to 
each non-recourse liability of the Partnership, the amount of Taxable Income, 
if any, that would be realized by the Partnership if it disposed of (in a 
taxable transaction) the property subject to such liability in full 
satisfaction thereof, and by then aggregating the amounts so computed, in 
accordance with Treasury Regulation 1.704-2(d).  For purposes of determining 
the amount of such Taxable Income with respect to a liability, the adjusted 
basis, for federal income tax purposes, of the asset subject to the liability 
shall be allocated among all the liabilities that the asset secures in the 
manner set forth in Treasury Regulation 1.704-2(d)(2) (or successor 
provisions).  If Partnership property subject to one or more non-recourse 
liabilities of the Partnership is, under Treasury Regulation 1.704-
1(b)(2)(iv)(d),(f), or (r), properly reflected on the books of the Partnership 
at a book value that differs from the adjusted tax basis of such property, 
then the determination of Minimum Gain shall be made with reference to such 
book value.

	"Minimum Set-Aside Test" means the set-aside test selected by the 
Partnership pursuant to Section 42(g) of the Code with respect to the 
percentage of units in its Apartment Complex to be occupied by tenants with 
incomes equal to no more than a certain percentage of area median income.  The 
Partnership has selected or will select the 40-60 Set-Aside Test as the 
Minimum Set-Aside Test.

	"Mortgage" means, the Mortgage Deed given by the Partnership to Lender 
securing the Mortgage Loan.

	"Mortgage Loan" means, collectively (i) the loan in the original 
principal amount of approximately $2,775,000, bearing an interest rate of 7%, 
having a term of 14 years and requiring regular principal and interest 
payments on the basis of a 14 year amortization schedule, (ii) the loan in the 
original principal amount of approximately $1,854,000, bearing an interest 
rate of 7.75%, having a term of 30 years and requiring regular principal and 
interest payments on the basis of a 30 year amortization schedule and (iii) 
the Preservation Loan, each made to the Partnership by the Lender pursuant to 
the Loan Documents.

	"Net Capital Contribution" means an amount equal to a Partner's paid-in 
Capital Contribution, less the aggregate amount of cash distributions, if any, 
made to such Partner hereunder.

	"Nonrecourse Deductions"  has the meaning set forth in Section 1.704-
2(c) of the Treasury Regulations.  The amount of Nonrecourse Deductions for a 
Fiscal Year of the Partnership equals the net increase, if any, in the amount 
of Minimum Gain during that Fiscal Year, determined according to the 
provisions of Treasury Regulation Section 1.704-2(c).

	"Notice" means a writing containing the information required by this 
Agreement to be communicated to a Partner and sent by registered or certified 
mail, postage prepaid, return receipt requested, to such Partner at the last 
known address of such Partner, the date of registry thereof or the date of the 
certification receipt therefor being deemed the date of such Notice; provided, 
however, that any written communication containing such information sent to 
such Partner actually received by such Partner shall constitute Notice for all 
purposes of this agreement.

	"Operating Deficit " means the amount by which (i) the income of the 
Partnership from rental payments made by tenants of the Apartment Complex and 
all other income of the Partnership, including unrestricted earnings on 
reserve or escrow funds (other than proceeds of any loans to the Partnership 
and investment earnings on funds on deposit in the Reserve Fund for 
Replacements and the Tenant Transition Fund) for a particular period of time, 
is exceeded by (ii) the sum of all the operating expenses, including all Debt 
Service payments, operating and maintenance expenses, deposits into the 
Reserve Fund for Replacements, any Lender fee payments, and all other 
Partnership obligations or expenditures, excluding payments for rehabilitation 
of the Apartment Complex and fees and other expenses and obligations of the 
Partnership to be paid from the Capital Contributions of the Investment 
Partnership to the Partnership pursuant to this Agreement, during the same 
period of time.  For the purposes of this definition, all expenses shall be 
paid on a sixty (60) day current basis.

	"Operating Deficit Loan" means a loan made pursuant to Section 8.09(b).

	"Partner" means any General Partner or any Limited Partner.

	"Partner Nonrecourse Debt Minimum Gain" has the meaning attributed to 
"partner loan nonrecourse debt minimum gain" in Treasury Regulation 1.704-
2(i)(3).

	"Partner Loan Nonrecourse Deductions" means any deductions of the 
Partnership that are attributable to a nonrecourse liability for which a 
Partner bears the risk of loss within the meaning of Treasury Regulation 
Section 1.704-2(i).

	"Partnership" means Butler Street/Hanover Towers Limited Partnership, a 
Connecticut limited partnership.

	"Partnership Agreement" means this Amended and Restated Agreement of 
Limited Partnership, as amended from time to time.

	"Percentage Interest" means the percentage Interest of each Partner as 
set forth in Section 5.01.

	"Person" means any individual, partnership, corporation, trust or other 
entity.

	"Plans and Specifications" means the plans and specifications for 
rehabilitation of the Apartment Complex, referred to in the Construction 
Contract and any changes thereto made in accordance with the terms of this 
Agreement.

	"Preservation Loan" means that certain loan in the original principal 
amount of approximately $710,000, bearing an interest rate of 6%, which 
interest accrues but the payment thereof is deferred for 30 years and 
thereafter requiring regular principal and interest payments on the basis of a 
30 year amortization schedule.

	"Project Documents" means and includes the Loan Documents, the Extended 
Use Commitment, the Regulatory Agreement, the Management Agreement and all 
other instruments delivered to (or required by) the Lender or the Agency and 
all other documents relating to the Apartment Complex and by which the 
Partnership is bound, as amended or supplemented from time to time.

	"Projected Credit" means Low-Income Housing Tax Credits in the amount of 
$53,527 for 1997, $174,696 per year for each of the years 1998 through 2006, 
and $121,169 for 2007, constituting ninety-nine percent (99%) of the Tax 
Credits which the General Partner has projected to be available to the 
Partnership; provided, however, that if the Actual Credit for 1997 is greater 
than (or less than) $53,527, the Projected Credit for the year 2007 shall be 
reduced (increased) by an amount equal to the amount by which the Actual 
Credit for 1997 exceeds (or is less than) $53,527.

	"Regulatory Agreement" means the Covenant of Compliance and Regulatory 
Agreement, to be entered into between the Partnership and the Lender setting 
forth certain terms and conditions under which the Apartment Complex is to be 
operated.

	"Rent Restriction Test" means the test pursuant to Section 42 of the 
Code whereby the gross rent charged to tenants of the low-income units in the 
Apartment Complex cannot exceed 30% of the qualifying income levels of those 
units under Section 42. 

	"Rental Achievement" means the first time, based upon four (4) 
consecutive full calendar months of operation after the first month in which 
the Partnership commences Debt Service payments on the Mortgage Loans (other 
than the Preservation Loan), on a fully amortized basis (i.e., amortization of 
principal and interest amounts outstanding thereunder), with each month taken 
individually, that Cash Available for Debt Service Requirements (as defined 
below) equals or exceeds 1.10 times Debt Service requirements.  "Cash 
Available for Debt Service Requirements" for any period means the excess of 
(i) all cash actually received by the Partnership on a cash basis from normal 
operations during such period, but specifically excluding the proceeds of 
insurance (other than business or rental interruption insurance), loans, 
Capital Transactions or Capital Contributions over (ii) all cash requirements 
of the Partnership properly allocable to such period of time on an accrual 
basis (not including distributions to Partners out of Cash Flow of the 
Partnership or fees payable from Cash Flow) and, on an annualized basis, all 
projected expenditures, including those of a seasonal nature, which might 
reasonably be expected to be incurred on an unequal basis during a full annual 
period of operation, but specifically excluding Debt Service requirements.  
For purposes of this definition, cash requirements of the Partnership shall 
include to the extent not otherwise covered above, full funding of all 
Partnership reserves, normal repairs, real estate taxes at fully assessed 
levels assuming a fully improved property, and necessary capital improvements.

	"Reserve Fund for Replacements" means the reserve fund for replacements 
with respect to the Apartment Complex as established pursuant to the 
provisions of Section 8.18(a) of this Agreement.

	"Revenues" means all cash receipts of the Partnership during any period 
except for Capital Contributions, proceeds from the liquidation, sale or 
refinancing of Partnership property or of a Capital Transaction, or the 
proceeds of any loan to the Partnership.

	"Revised Projected Credit" has the meaning set forth in Section 
5.01(d)(i).

	"Share of Minimum Gain"  means for each Partner, the excess of (1) the 
sum of (a) the aggregate Non-Recourse Deductions allocated to such Partner 
(and such Partner's predecessors in interest) up to that time and (b) the 
aggregate distributions to such Partner (and such Partner's predecessors in 
interest) up to that time of proceeds of a non-recourse liability that are 
allocable to an increase in Partnership Minimum Gain over (2) the sum of (a) 
such Partner's (and such Partner's predecessors in interest) aggregate share 
of the net decrease in Partnership Minimum Gain up to that time and (b) such 
Partner's (and such Partner's predecessors in interest) aggregate share of the 
decreases up to that time in Partnership Minimum Gain resulting from 
revaluations of Partnership Property subject to one or more non-recourse 
liabilities of the Partnership, as more fully set forth in Treasury Regulation 
1.704-2(g).  

	"State" means the State of Connecticut.

	"State Designation" means, with respect to the Apartment Complex, the 
final allocation by the Agency of Low-Income Housing Tax Credits, as evidenced 
by the receipt by the Partnership of IRS Form 8609 executed by the Agency as 
to all buildings in the Apartment Complex.  In the event State Designation is 
anticipated to occur more that sixty (60) days after the Agency's Cost 
Certification, then, for purposes of Section 5.01(c) hereof, State Designation 
shall mean evidence of the Agency's receipt of Cost Certification.

	"Subordinated Loan" means any loan made by the General Partner to the 
Partnership pursuant to Section 8.17.

	"Substantial Completion" means the date upon which the Partnership has 
received (a) both a certificate of substantial completion from the applicable 
inspecting architect certifying that the rehabilitation has been completed in 
accordance with the Plans and Specifications and (b), if applicable, 
certificates of substantial completion or certificates of occupancy from the 
applicable governmental jurisdiction(s) or authority(ies) for one hundred 
percent (100%) of the apartment units in the Apartment Complex; provided, 
however, that Substantial Completion shall not be deemed to have occurred if 
on such date any liens or other encumbrances as to title to the Land and the 
Apartment Complex exist (unless the General Partner shall have provided lien 
bonds or title insurance coverage satisfactory in amount and coverage to BCTC 
94, Inc.), other than those securing the Mortgage Loan and/or those Consented 
to by the Investment Partnership.

	"Substitute Limited Partner" means any Person admitted to the 
Partnership as a Limited Partner pursuant to Section 9.03.

	"Syndication Expenses" means all expenditures classified as syndication 
expenses pursuant to Treasury Regulation Section 1.709-2(B).  Syndication 
Expenses shall be taken into account in determining and maintaining Capital 
Accounts pursuant to Section 11.12 of this Agreement at the time they would be 
taken into account under the Partnership's method of accounting if they were 
deductible expenses.

	"Taxable Income" and "Tax Losses" means the Partnership's taxable income 
or tax losses, respectively, for each fiscal year (or part thereof) as 
determined for federal income tax purposes, including, where the context 
requires, all items of income, gain, loss, deduction and credit which enter 
into the computation thereof.

	"Tax Credit" means the Low-Income Housing Tax Credit.

	"Tenant Transition Fund " means the tenant transition fund reserve 
account established pursuant to the provisions of Section 8.18(b) of this 
Agreement.

	"Tenant Transition Fund Loan" means a loan made pursuant to Section 
8.18(b) of this Agreement.

ARTICLE III
PURPOSE AND BUSINESS OF THE PARTNERSHIP

	3.01.  Purpose of the Partnership.  The Partnership has been organized 
to acquire the Land and the Apartment Complex located thereon and to develop, 
finance, own, rehabilitate, maintain, operate and sell or otherwise dispose of 
the Apartment Complex, in order to obtain long-term appreciation, cash income, 
Tax Credits and tax losses and to manage the Apartment Complex in a manner 
that provides and preserves safe, decent, affordable housing and needed 
supportive services.

	3.02.  Authority of the Partnership.  In order to carry out its purpose, 
the Partnership is empowered and authorized to do any and all acts and things 
necessary, appropriate, proper, advisable, incidental to or convenient for the 
furtherance and accomplishment of its purpose, and for the protection and 
benefit of the Partnership, including but not limited to the following:

	(a)	acquire ownership of the Land and the Apartment Complex located 
thereon;

	(b)	rehabilitate, operate, maintain, improve, buy, own, sell, convey, 
assign, mortgage, rent or lease any real estate and any personal property 
necessary to the operation of the Apartment Complex;

	(c)	provide housing, subject to the Minimum Set-Aside Test and the 
Rent Restriction Test and consistent with the requirements of the Project 
Documents so long as any Project Documents remain(s) in force;

	(d)	enter into any kind of activity, and perform and carry out 
contracts of any kind necessary to, or in connection with, or incidental to, 
the accomplishment of the purposes of the Partnership;

	(e)	borrow money and issue evidences of indebtedness in furtherance of 
the Partnership business and secure any such indebtedness by mortgage, pledge, 
or other lien;

	(f)	maintain and operate the Apartment Complex, including hiring the 
Management Agent (which Management Agent may be any of the Partners or an 
Affiliate thereof) and entering into any agreement for the management of the 
Apartment Complex during its rent-up and after its rent-up period;

	(g)	subject to the approval of the Agency and/or the Lender, if 
required, and to other limitations expressly set forth elsewhere in this 
Agreement, negotiate for and conclude agreements for the sale, exchange, lease 
or other disposition of all or substantially all of the property of the 
Partnership, or for the refinancing of any mortgage loan on the property of 
the Partnership;

	(h) 	enter into the Loan Documents with the Lender and grant the 
Mortgage, enter into the Mortgage Loan and all other documents required by the 
Lender with respect to the Mortgage Loan, and the Extended Use Commitment and 
Regulatory Agreement with the Agency, providing for regulations with respect 
to rents, profits, dividends and the disposition of the Apartment Complex and 
the long-term use of the Apartment Complex for low-income housing;

	(i) 	rent dwelling units in the Apartment Complex from time to time, in 
accordance with the provisions of the Code applicable to Low-Income Housing 
Tax Credits and in accordance with applicable federal, state and local 
regulations, collecting the rents therefrom, paying the expenses incurred in 
connection with the Apartment Complex, and distributing the net proceeds to 
the Partners, subject to any requirements which may be imposed by the Extended 
Use Commitment, the Regulatory Agreement, and the Loan Documents; and

	(j) 	do any and all other acts and things necessary or proper in 
furtherance of the Partnership business.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS;
DUTIES AND OBLIGATIONS

	4.01.  Representations, Warranties and Covenants Relating to the 
Apartment Complex and the Partnership.  As of the date hereof, the General 
Partner hereby represents, warrants and covenants to the Partnership and to 
the Partners that:

	(a)	the rehabilitation and development of the Apartment Complex shall 
be completed in a timely and workmanlike manner in accordance with (i) all 
applicable requirements of the Construction Contract and the Project 
Documents, (ii) all applicable requirements of all appropriate governmental 
entities, and (iii) the Plans and Specifications of the Apartment Complex that 
have been or shall be hereafter approved by the Lender and any applicable 
governmental entities, as such Plans and Specifications may be changed from 
time to time with the approval of the Lender and any applicable governmental 
entities, if such approval shall be required;

	(b)	at the Final Closing and at the time of commencement of 
rehabilitation, the Land is and will be properly zoned for the Apartment 
Complex, all consents, permissions and licenses required by all applicable 
governmental entities have been obtained (excepting however any certificates 
of occupancy which must be obtained prior to the occupancy of the Apartment 
Complex, which such certificates will be obtained by the General Partner on 
behalf of the Partnership), and the Apartment Complex conformed and conforms 
to all applicable federal, state and local land use, zoning, environmental and 
other governmental laws and regulations;

	(c)	all appropriate public utilities, including sanitary and storm 
sewers, water, gas and electricity, are currently available and will be 
operating properly for all units in the Apartment Complex at the time of first
occupancy of such units;
 
	(d)	as of the date hereof, at the Initial Closing and at the Final 
nal 
Closing, good and marketable fee simple title to the Apartment Complex is and 
will be held by the Partnership, and title insurance policies of a 
financially-responsible institution acceptable to the Lender and to BCTC 94, 
Inc., in the amount of the replacement cost of the Apartment Complex, which 
amount (as to the Partnership) shall not be less than the aggregate of the 
n Capital Contributions of the General Partner and the Investment 
Partnership plus the principal amount of the Mortgage Loan, in favor of the 
Partnership and Lender, respectively, were or will be issued on or before the 
Initial Closing, and shall remain in full force and effect, subject only to 
such easements, covenants, restrictions and such other standard exceptions as 
are normally included in owner's or mortgagee's title insurance policies and 
which are acceptable to BCTC 94, Inc. and the Lender and shall contain a non-
imputation endorsement as to the Investment Partnership and BCTC 94, Inc. and 
such other endorsements as deemed reasonably necessary by the Lender and BCTC 
94, Inc.;

	(e)	the General Partner is not aware of any default under any 
agreement, contract, lease, or other commitment, or of any claim, demand, 
litigation, proceedings or governmental investigation pending or threatened 
against it, the Apartment Complex or the Partnership, or related to the 
business or assets of the Partnership or of the Apartment Complex, which 
claim, demand, litigation, proceeding or governmental investigation could 
result in any judgment, order, decree, or settlement which would materially 
and adversely affect the business or assets of the Partnership, the General 
Partner, or of the Apartment Complex;

	(f)	except for the commitment fees paid to the Lender, neither the 
General Partner nor any Affiliate of the General Partner or the Partnership, 
has entered, or shall enter, into any agreement or contract for the payment of 
any Mortgage Loan discounts, additional interest, yield maintenance or other 
interest charges or financing fees or any agreement providing for the 
guarantee of payment of any such interest charges or financing fees relating 
to the Mortgage Loan.

	(g)	the execution of this Agreement, the incurrence of the obligations 
set forth in this Agreement, and the consummation of the transactions 
contemplated by this Agreement do not violate any provision of law, any order, 
judgment or decree of any court binding on the Partnership, the General 
Partner or any of them or their Affiliates, any provision of any indenture, 
agreement, or other instrument to which the Partnership or they or either of 
them is a party or by which the Partnership or the Apartment Complex is 
affected, and is not in conflict with, and will not result in a breach of or 
constitute a default under any such indenture, agreement, or other instrument 
or result in creating or imposing any lien, charge, or encumbrance of any 
nature whatsoever upon the Apartment Complex;

	(h)	the Construction Contract will be entered into between the 
Partnership and the Contractor; no other consideration or fee shall be paid to 
the Contractor, in its capacity as the Contractor, other than the amounts set 
forth in the Construction Contract or as evidenced by change orders approved 
by the Lender or as otherwise disclosed in writing to and approved by the 
Investment Partnership; and all change orders that have been submitted by the 
Contractor to date have been paid in full;

	(i)	as of the date hereof, at the Initial Closing and at the Final 
Closing, a builder's risk insurance policy is and will be in full force and 
effect, and fire and extended coverage insurance and earthquake insurance, 
each for the full replacement value of the Apartment Complex (excluding the 
value of the Land, site utilities, landscaping and foundations) which shall 
include flood insurance, if the Apartment Complex is in a flood hazard area 
designated by HUD, worker's compensation insurance in amounts at least equal 
to the amounts required by law and the Loan Documents and public liability 
insurance in the amount of not less than $6,000,000 (of which up to $5,000,000 
may be provided under an umbrella policy), all in favor of the Partnership and 
naming the Investment Partner as an additional insured and loss payee, are in 
full force and effect and will be maintained in full force and effect during 
the term of the Partnership; all such policies shall be in amounts and with 
insurers satisfactory to BCTC 94, Inc., and shall be paid for out of 
Partnership assets; following Substantial Completion, the General Partner, on 
behalf of the Partnership, will maintain $6,000,000 of liability insurance 
covering the Land and the Apartment Complex;

	The term "full replacement value" as used herein shall mean and 
include the total cost of replacement of the Apartment Complex at each 
respective stage of rehabilitation thereof up to completion;

	(j)	neither the General Partner nor the Partnership has incurred any 
financial responsibility with respect to the Apartment Complex prior to the 
date of execution of this Agreement, other than that disclosed to the 
Investment Partnership;

	(k)	at the time of execution of this Agreement, at the time of Initial 
Closing, at the time of Final Closing, and at Substantial Completion, the 
Partnership was, is and will continue to be a valid limited partnership, duly 
organized under the laws of the State, had, has and shall continue to have 
full power and authority to acquire the Land and to rehabilitate, develop, 
operate and maintain the Apartment Complex in accordance with the terms of 
this Agreement, and has taken and shall continue to take all action under the 
laws of the State and any other applicable jurisdiction that is necessary to 
protect the limited liability of the Limited Partners and to enable the 
Partnership to engage in its business;

	(l)	no restrictions on the sale or refinancing of the Apartment 
Complex, other than the restrictions set forth in the Loan Documents, in the 
Extended Use Commitment, the Regulatory Agreement, if any, and as set forth in 
this Agreement, exist as of the date hereof, and no such restrictions shall, 
at any time while the Investment Partnership is a Limited Partner, be placed 
upon the sale or refinancing of the Apartment Complex;

	(m)	the Apartment Complex is being developed in a manner which 
satisfies, and shall continue to satisfy, all restrictions, including tenant 
income and rent restrictions, applicable to projects generating Low-Income 
Housing Tax Credits under Section 42 of the Code; 

	(n)	the Projected Credits applicable to the Apartment Complex are 
$53,527 for 1997, $174,696 per year for each of the years 1998 through 2006, 
and $121,169 for 2007, constituting ninety-nine percent (99%) of the Tax 
Credits which the General Partner has projected to be available to the 
Partnership; provided, however, that if the Actual Credit for 1997 is greater 
than (or less than) $53,527, the Projected Credit for the year 2007 shall be 
reduced (increased) by an amount equal to the amount by which the Actual 
Credit for 1997 exceeds (or is less than) $53,527;

	(o) 	it is anticipated that the Partnership is entitled to receive the 
Tax Credits from the Agency in an annual dollar amount of not less than 
$176,461 pursuant to Section 42(h)(4)(B) of the Code because the Mortgage Loan 
(exclusive of the Preservation Loan) is being financed by the proceeds of tax-
exempt bonds, and the Apartment Complex meets the requirements set forth in 
Sections 42(m)(1)(D) and 42(m)(2)(D) of the Code;

	(p)	to the best of its knowledge after due inquiry, at the time of the 
execution of this Agreement, the General Partner has fully complied with all 
applicable material provisions and requirements of any and all purchase and/or 
lease agreements, loan agreements, Project Documents and other agreements with 
respect to the acquisition, development, financing, rehabilitation and 
operation of the Apartment Complex; it shall take, and/or cause the 
Partnership to take, all actions as shall be necessary to achieve and maintain 
continued compliance with the provisions, and fulfill all applicable 
requirements, of such agreements;

	(q)	the obligations of the General Partner will be guaranteed by First 
Atlantic, by American Housing, and by Michael A. Liberty pursuant to the terms 
of a limited guaranty of even date by and between the Partnership, First 
Atlantic, American Housing and Michael A. Liberty; and

	(r)	fifty percent (50%) or more of the aggregate basis of the 
Apartment Complex and the Land is being financed by the proceeds of the 
Mortgage Loan.

	4.02.  Duties and Obligations Relating to the Apartment Complex and the 
Partnership.  The General Partner shall have the following duties and 
obligations with respect to the Apartment Complex and the Partnership:

	(a)	all requirements shall be met which are necessary to obtain or 
achieve (i) compliance with the Minimum Set-Aside Test, the Rent Restriction 
Test, and any other requirements necessary for the Apartment Complex to 
initially qualify, and to continue to qualify, for Tax Credits, including all 
requirements set forth in the Extended Use Commitment, (ii) issuance of all 
necessary certificates of occupancy, including all governmental approvals 
required to permit occupancy of all of the apartment units in the Apartment 
Complex, (iii) Initial Closing, (iv) Final Closing and (v) compliance with all 
provisions of the Project Documents;

	(b)	while conducting the business of the Partnership, the General 
Partner shall not act in any manner which it knows or should have known after 
due inquiry will (i) cause the termination of the Partnership for federal 
income tax purposes without the Consent of the Investment Partnership, or (ii) 
cause the Partnership to be treated for federal income tax purposes as an 
association taxable as a corporation;

	(c)	the Apartment Complex shall be managed upon Substantial Completion 
so that (i) no less than eighty per cent (80%) of the gross income from the 
Apartment Complex in every year is rental income from dwelling units in the 
Apartment Complex used to provide living accommodations not on a transient 
basis, (ii) the rental of all units in the Apartment Complex complies with the 
tenant income limitations and other restrictions under the Rent Restriction 
Test and as set forth in the Extended Use Commitment and all applicable 
documents entered into in connection with the Mortgage Loan, and (iii) one 
hundred percent (100%) of the units in the Apartment Complex are occupied or 
held for occupancy by individuals with incomes of sixty percent (60%) or less 
of area median income as adjusted for family size;

	(d)	the General Partner shall exercise good faith in all activities 
relating to the conduct of the business of the Partnership, including the 
development, operation and maintenance of the Apartment Complex, and shall 
take no action with respect to the business and property of the Partnership 
which is not reasonably related to the achievement of the purpose of the 
Partnership;

	(e)	all of (i) the fixtures, maintenance supplies, tools, equipment 
and the like now and to be owned by the Partnership or to be appurtenant to, 
or to be used in the operation of the Apartment Complex, as well as (ii) the 
rents, revenues and profits earned from the operation of the Apartment 
Complex, will be free and clear of all security interests and encumbrances 
except for the Mortgage Loan and the Mortgage, and any additional security 
agreements executed in connection therewith;

	(f)	the General Partner will execute on behalf of the Partnership all 
documents necessary to elect, pursuant to Sections 732, 743 and 754 of the 
Code, to adjust the basis of the Partnership's property upon the request of 
the Investment Partnership, if, in the sole opinion of the Investment 
Partnership, such election would be advantageous to the Investment Partnership 
and any such elections (including elections made at the direction or with the 
consent of the Investment Partnership) shall not reduce the obligations of the 
General Partner pursuant to Section 5.01(d);

	(g)	the General Partner guarantees payment by the Partnership of any 
Credit Recovery Loan pursuant to 5.01(d) and the Asset Management Fee pursuant 
to Section 8.11.1 (as limited by such section), and payment by the Partnership 
of the Development Fee pursuant to Section 8.10;

	(h)	the General Partner shall comply and cause the Partnership to 
comply with the provisions of all applicable governmental and contractual 
obligations;

	(i)	the General Partner shall be responsible for the payment of any 
fines or penalties imposed by the Agency or the Lender pursuant to the Project 
Documents and any documents executed in connection with obtaining Tax Credits 
(other than with respect to payments of principal or interest under the 
Mortgage Loan from and after Final Closing); 

	(j)	the General Partner shall promptly notify the Investment 
Partnership of any written or oral notice of (i) any default or failure of 
compliance with respect to the Mortgage Loan or any other financial, 
contractual or governmental obligation of the Partnership or the General 
Partner (in the case of the General Partner, if such default or failure of 
compliance may have a material adverse impact on the Partnership or its 
operations), or (ii) any IRS proceeding regarding the Apartment Complex or the 
Partnership;

	(k)	the General Partner shall, during and after the period in which it 
is a Partner, provide the Partnership with such information and sign such 
documents as are necessary for the Partnership to make timely, accurate and 
complete submissions of federal and state income tax returns;  

	(l)	within thirty (30) days following the Admission Date, the General 
Partner shall submit to Boston Capital evidence of the Partnership's 
engagement of Accountants, who have been approved by BCTC 94, Inc., to be 
responsible for the Partnership's audit and tax matter reporting obligations 
under Section 13.04 hereof.  BCTC 94, Inc. hereby acknowledges that the 
accounting firm of Reznick, Fedder & Silverman of Bethesda, Maryland is 
approved by BCTC 94, Inc. as the initial Accountant for the Partnership;

	(m)	the General Partner shall provide to BCTC 94, Inc., for its 
approval and Consent, prior to execution, a copy of the Extended Use 
Commitment to be entered into between the Partnership and the Agency and shall 
ensure that such Extended Use Commitment is executed and recorded no later 
than the end of the first taxable year in which any Tax Credit is claimed by 
the Partnership with respect to any building in the Apartment Complex; and

	(n)	the General Partner shall establish and maintain all reserve 
accounts required by the Lender pursuant to the Loan Documents.

ARTICLE V
PARTNERS, PARTNERSHIP INTERESTS
AND OBLIGATIONS OF THE PARTNERSHIP

	5.01. Partners, Capital Contributions and Partnership Interests.

	(a)	The General Partner, its principal address or place of business, 
its Capital Contribution and Percentage Interest are as follows:

Hanover Towers of Massachusetts LLC				$1,332,000      1.0%
One Boston Place, Suite 2100
Boston, MA 02110

	In the event that the Partnership  has not paid all or part of the 
Deferred Development Fee when the final payment is due pursuant to the 
Development Agreement and Section 8.10 hereof, the General Partner shall 
contribute to the Partnership an amount equal to any such remaining principal 
balance (the "General Partner's Special Capital Contribution") and the 
Partnership shall thereupon make a payment in an equal amount to pay off the 
principal balance due under the Development Agreement.

	(b)(i)	The Investment Partnership, its principal office or place of 
business, its Capital Contribution and its Percentage Interest is as follows:

	Boston Capital Tax		$1,065,649 (as more		98.99%	
			Credit Fund IV L.P. 		specifically set
	(Series 26)			forth in subparagraph
c/o Boston Capital		(c) immediately below)				     
Partners, Inc.					
	One Boston Place				
	21st Floor	
	Boston, MA 02110

	(ii)	The Special Limited Partner, its principal office or place of 
business, its Capital Contribution and its Percentage Interest is as follows:

	BCTC 94, Inc.			$10.00				0.01%
	c/o Boston Capital
	Partners, Inc.
	One Boston Place,
	21st Floor
	Boston, MA 02210

	(c)	Subject to the provisions of this Agreement, including, without 
limitation, the provisions of Sections 5.01(d) and 5.03, the Investment 
Partnership shall be obligated to make Capital Contributions to the 
Partnership in the aggregate amount of $1,065,649 in four (4) installments 
(the "Installments"), which Installments shall be due and payable in cash by 
the Investment Partnership within twenty-one (21) days after the Investment 
Partnership shall have received evidence, reasonably satisfactory to them, of 
the occurrence of each of the conditions set forth below as to the applicable 
Installment, as follows:

	(i)	$860,000 on the latest to occur of (A) Initial Closing, or (B) the 
Admission Date, (the "First Installment");

	(ii)	$110,000 on the latest to occur of (A) Cost Certification, (B) 
receipt of an updated title insurance policy satisfactory to BCTC 94, Inc., 
(C) Initial 100% Occupancy Date, (D) Rental Achievement, (E) confirmation by 
Boston Capital that outstanding due diligence items have been completed by the 
General Partner to the reasonable satisfaction of Boston Capital, if any, (F) 
receipt of a payoff letter from the Contractor stating that all amounts 
payable to the Contractor have been paid in full and that the Partnership is 
not in violation of the Construction Contract, (G) receipt of a valid and 
recorded Extended Use Commitment and receipt of a subordination agreement 
subordinating the Mortgage Loans to the Extended Use Commitment or (H) 
satisfaction of all of the conditions to the payment of the First Installment 
(the "Second Installment"); and

	(iii)	$83,000 on the latest to occur of (A) Final Closing, (B) State 
Designation, (C) Rental Achievement or (D) satisfaction of all of the 
conditions to the payment of the Second Installment (the "Third Installment"); 
and

(iv)	$12,649 on the latest to occur of  (A) the receipt by the 
Investment Partnership of the Partnership's federal income tax return and an 
audited financial statement for the year in which Rental Achievement occurred 
or (B) satisfaction of all of the conditions to the payment of the First and 
Second Installments (the "Fourth Installment"). 

As a condition precedent to each payment set forth above other than the First 
Installment, the General Partner shall, not less than twenty (20) days nor 
more than thirty (30) days prior to the time such Installment is due, give the 
Investment Partnership Notice in the form of a written certification that: (A) 
all conditions precedent to such Installment have been satisfied, (B) the 
representations, warranties and covenants given by the General Partner in 
Section 4.01(a) are valid and accurate, where still applicable, with respect 
to the General Partner, the Partnership and/or the Apartment Complex, as of 
the date of such certificate, and (C) to the best of its knowledge, after due 
inquiry, no condition exists which would, pursuant to Section 5.03, entitle 
the Investment Partnership to withhold the payment of such Installment.  Based 
upon the giving of such Notice, such Installment shall be made on the due date 
therefor, or if such Notice is not timely given, then within twenty-one (21) 
days after receipt of such Notice.

	(d)	(i) Upon the occurrence of Cost Certification or State 
Designation, if ninety-nine percent (99%) of the aggregate amount of Tax 
Credits: (A) for which the Partnership would be eligible with respect to the 
Apartment Complex based upon the Cost Certification, and/or (B) allocated by 
the Agency with respect to the Apartment Complex, is less than the aggregate 
amount of the Projected Credit over the ten-year credit period (the 
"Allocation Differential"), then the Capital Contribution of the Investment 
Partnership shall be reduced by the "Adjustment Amount".  The Adjustment 
Amount shall be equal to the Allocation Differential multiplied by 61%.  Any 
such reduction in Capital Contribution shall be applied to reduce the Second 
Installment and if, and to the extent necessary, the Third Installment and if, 
and to the extent necessary, the Fourth Installment.  If no further 
Installments are due to be paid, then the entire amount of such reduction 
shall be repaid by the Partnership to the Investment Partnership promptly 
after demand is made therefor.  The General Partner is obligated to provide 
such funds to the Partnership as shall be necessary to cause the aforesaid 
payment to be made by the Partnership to the Investment Partnership.  In the 
event that there is a reduction in Capital Contributions equal to the 
Adjustment Amount, then the amount of the Projected Credit shall be 
proportionately reduced to reflect the Allocation Differential, and thereafter 
shall be referred to as the "Revised Projected Credit".

		(ii) If at any time the Accountants determine that, for any fiscal 
year or portion thereof during the Partnership's operation, ending on the date 
five (5) years from and after the date of Substantial Completion (the 
"Reduction Period"), the Actual Credit for such fiscal year or portion thereof 
is less than the Projected Credit (or Revised Projected Credit) applicable to 
such fiscal year or portion thereof, then the Capital Contribution of the 
Investment Partnership shall be reduced by the Reduction Amount.  The 
"Reduction Amount" shall be equal to the sum of (A) the Credit Shortfall 
multiplied by 61% and (B) the amount of any recapture, interest or penalty 
payable by the limited partners of the Investment Partnership (assuming pass 
through of all such liability in the year incurred and a tax rate equal to the 
maximum individual rate applicable in such year) as a result of the Credit 
Shortfall for such year.  Any reduction in Capital Contribution shall first be 
applied to reduce the Installment next due to be paid by the Investment 
Partnership, and any portion of such reduction in excess of such Installment 
shall be applied to reduce succeeding Installments.  If no further 
Installments are due to be paid, then the entire amount of such reduction 
shall be repaid by the Partnership to the Investment Partnership promptly 
after demand is made therefor. The General Partner is obligated to provide 
such funds to the Partnership as shall be necessary to cause the aforesaid 
payment to be made by the Partnership to the Investment Partnership.

		(iii) In the event that, for any reason, at any time after the 
Reduction Period, there is a Credit Shortfall with respect to any fiscal year 
during the Partnership's operation, the Investment Partnership shall be 
treated as having made a constructive advance to the Partnership with respect 
to such year (a "Credit Recovery Loan"), which shall be deemed to have been 
made on January 1 of such year, in an amount equal to the sum of (A) the 
Credit Shortfall for such year, plus (B) the amount of any recapture, interest 
or penalty payable by the limited partners of the Investment Partnership 
(assuming pass-through of all such liability in the year incurred and a tax 
rate equal to the maximum individual rate applicable in such year) as a result 
of the Credit Shortfall for such year.  Credit Recovery Loans shall be deemed 
to bear simple (not compounded) interest, from the respective dates on which 
such principal advances are deemed to have been made under this Section 
5.01(d) (iii) at 9% per annum.  Credit Recovery Loans shall be repayable by 
the Partnership as provided in Section 11.04(A)(c).

	(e)	Without the Consent of the General Partner and the Investment 
Partnership, no additional Persons may be admitted as additional Limited 
Partners and Capital Contributions may be accepted only as and to the extent 
expressly provided for in this Article V.

	5.02.  Return of Capital Contribution.  Except as provided in this 
Agreement, no Partner shall be entitled to demand or receive the return of his 
Capital Contribution.

	5.03.  Withholding of Capital Contribution Upon Default.  In the event 
that: (a) the General Partner, or any successor General Partner shall not have 
substantially complied with any material provisions under this Agreement, 
after Notice from the Investment Partnership of such noncompliance and failure 
to cure such noncompliance within a period of thirty (30) days from and after 
the date of such Notice, or (b) Lender shall have declared the Partnership to 
be in default under the Mortgage Loan, or (c) foreclosure proceedings shall 
have been commenced against the Apartment Complex, or (d) the Partnership 
shall not have satisfied the post-closing conditions described on Exhibit A 
attached hereto within the timeframes designated therein, then the Partnership 
and the Investment Partnership, at its sole election, may cause the 
withholding of payment of any Installment otherwise payable to the 
Partnership.  Notwithstanding the provisions herein, in the event that an 
Installment payment becomes due during the cure period stated in this Section 
5.03(a), the Investment Partnership, at its sole election, may cause the 
withholding of any payment of any such Installment otherwise payable to the 
Partnership until the termination of such cure period, and then, according to 
the provisions herein.

	All amounts so withheld by the Investment Partnership under this Section 
5.03 shall be promptly released to the Partnership only after the General 
Partner or the Partnership has cured the default justifying the withholding, 
as demonstrated by evidence reasonably acceptable to the Investment 
Partnership.

	5.04.  Legal Opinions.  As a condition precedent to payment of the First 
Installment, the Investment Partnership shall have received the opinions of 
Peabody & Brown of Boston, MA and Tobin, Carberry, O'Malley, Riley & Selinger, 
PC of New London, CT, which opinions shall be in form and substance 
satisfactory to the Investment Partnership and shall explicitly state that 
Hinckley, Allen & Snyder, of Boston, Massachusetts, counsel to the Limited 
Partner, may explicitly rely upon them.

	5.05.  Repurchase Obligation.

	(a)	If (i) Substantial Completion has not occurred and/or the 
Apartment Complex is not placed in service by December 31, 1998; (ii) the 
Partnership has not received State Designation for the year or years that the 
Apartment Complex is placed in service (for Tax Credit purposes); (iii) Rental 
Achievement does not occur within 12 months from and after the occurrence of 
Substantial Completion; (iv) the Partnership fails to initially meet the 
Minimum Set-Aside Test or the Rent Restriction Test within 12 months of the 
date that the Apartment Complex is placed in service; (v) the Partnership 
fails to meet the Minimum Set-Aside Test or the Rent Restriction Test at 
anytime during the first 60 months after initial achievement of the Minimum 
Set Aside and Rent Restriction Tests; (vi) Final Closing has not occurred by 
fourteen (14) months after Initial Closing; (vii) an event of default 
described in Section 5.03(a), (b) (c) and/or (d) shall exist and shall not 
have been cured within 30 days after the occurrence of such default; (viii) 
the buildings comprising the Apartment Complex are not placed in service prior 
to December 31 in the year in which State Designation has occurred; (ix) the 
General Partner fails to make Subordinated Loans as required by this 
Agreement; then the General Partner shall, within 30 days of the occurrence 
thereof, send to the Investment Partnership Notice of such event and of its 
obligation to purchase the Interest of the Investment Partnership hereunder 
and pay to the Investment Partnership its paid-in Capital Contribution in the 
event the Investment Partnership in its sole discretion requires such purchase 
of its Interest.  Thereafter, the General Partner, within 30 days of their 
receipt of Notice from the Investment Partnership of such election, shall 
acquire the entire Interest of the Investment Partnership in the Partnership 
by making payment to the Investment Partnership, in cash, of an amount equal 
to its paid-in Capital Contribution.  

	(b)	If the Lender and/or the Agency shall disapprove the Investment 
Partnership as a Partner hereunder within 180 days of its admission to the 
Partnership, then the Investment Partnership shall, effective as of such time 
(or such other time as may be specified by the Lender and/or the Agency in its 
disapproval), cease to be a Limited Partner.  The General Partners shall, 
within 10 days of the effective date of such termination, purchase the 
Interest of the Investment Partnership in the Partnership and pay to the 
Investment Partnership an amount equal to its Net Capital Contribution.

	(c)	Upon receipt by the Investment Partnership of any such payment of 
its Net Capital Contribution or the Invested Amount, as applicable, the 
Interest of the Investment Partnership shall terminate, the Investment 
Partnership shall execute, acknowledge and deliver such documents of 
assignment as the General Partner shall require and effectuate termination or 
transfer of its Interest, and the General Partner shall indemnify and hold 
harmless the Investment Partnership from any losses, damages, and/or 
liabilities to which the Investment Partnership (as a result of its 
participation hereunder) may be subject, except as and to the extent of any 
losses, damages and/or liabilities arising from the Investment Partnership's 
own negligence, misconduct or fraud.
ARTICLE VI
CHANGES IN PARTNERS

	6.01.	Withdrawal of a General Partner.

	(a) 	A General Partner may withdraw from the Partnership or sell, 
transfer or assign his or its Interest as General Partner only with the prior 
Consent of BCTC 94, Inc., and of the Lender, if required, and only after being 
given written approval by the necessary parties as provided in Section 6.02, 
and by the Lender, if required, of the General Partner(s) to be substituted 
for him or it or to receive all or part of his or its Interest as General 
Partner.

	(b) 	In the event that a General Partner withdraws from the Partnership 
or sells, transfers or assigns his or its entire Interest pursuant to Section 
6.01(a), he or it shall be and shall remain liable for all obligations and 
liabilities incurred by him or it as General Partner, or arising out of any 
events occurring before such withdrawal, sale, transfer or assignment shall 
have become effective, but shall be free of any obligation or liability 
incurred on account of the activities of the Partnership from and after the 
time such withdrawal, sale, transfer or assignment shall have become 
effective.

	6.02.  Admission of a Successor or Additional General Partner.  A Person 
shall be admitted as a General Partner of the Partnership only if the 
following terms and conditions are satisfied:

	(a)	the withdrawal of any withdrawing General Partner and the 
admission of such Person shall have been Consented to by the remaining General 
Partner or its successors and the Investment Partnership, and consented to, if 
required, by the Lender;

	(b)	the successor or additional Person shall have accepted and agreed 
to be bound by (i) all the terms and provisions of this Agreement, by 
executing a counterpart hereof, and (ii) all the terms and provisions of the 
Loan Documents, including by executing a counterpart thereof to the extent 
required by a Lender, and (iii) all the terms and provisions of such other 
documents or instruments as may be required or appropriate in order to effect 
the admission of such Person as a General Partner, and an amendment to this 
Agreement and/or the Certificate, as applicable, evidencing the admission of 
such Person as a General Partner shall have been filed and all other actions 
required by Section 1.05 in connection with such admission shall have been 
performed;

	(c)	if the successor or additional Person is a corporation or a 
limited liability company, it shall have provided the Partnership with 
evidence satisfactory to counsel for the Partnership of its authority to 
become a General Partner, to do business in the State and to be bound by the 
terms and provisions of this Agreement; and

	(d)	counsel for the Partnership shall have rendered an opinion that 
the admission of the successor or additional Person is in conformity with the 
Act and that none of the actions taken in connection with the admission of the 
successor Person will cause the termination or dissolution of the Partnership 
or will cause it to be classified other than as a partnership for federal 
income tax purposes.

6.03.	Effect of Bankruptcy, Death, Withdrawal, Dissolution or 
Incompetence of a
General Partner.

	(a)	In the event of the Bankruptcy of a General Partner or the 
withdrawal, death or dissolution of a General Partner or an adjudication that 
a General Partner is incompetent (which term shall include, but not be limited 
to, insanity) the business of the Partnership shall be continued by the other 
General Partner, if any, (and the other General Partner, by execution of this 
Agreement, expressly so agrees to continue the business of the Partnership); 
provided, however, that if the withdrawn, Bankrupt, deceased, dissolved or 
incompetent General Partner is then the sole General Partner, unless the 
Investment Partnership within ninety (90) days after receiving Notice of such 
Bankruptcy, withdrawal, death, dissolution or adjudication of incompetence 
elects to designate a successor General Partner and continue the Partnership 
upon the admission of such successor General Partner to the Partnership, the 
Partnership shall be terminated.

	(b)	Upon the Bankruptcy, death, dissolution or adjudication of 
incompetence of a General Partner, such General Partner shall immediately 
cease to be a General Partner and his or its Interest shall without further 
action be converted to a Limited Partner Interest; provided, however, that if 
such Bankrupt, dissolved, incompetent or deceased General Partner is the sole 
remaining General Partner, such General Partner shall cease to be a General 
Partner only upon the expiration of ninety (90) days after Notice to the 
Investment Partnership of the Bankruptcy, death, dissolution or declaration of 
incompetence of such General Partner; and provided further that if such 
Bankrupt, dissolved, incompetent or deceased General Partner is the sole 
remaining General Partner, the converted Partnership Interest of such replaced 
General Partner shall be ratably reduced to the extent necessary to insure 
that the substitute General Partner holds a 1% Percentage Interest (as set 
forth in Section 5.01) and will receive such percentage interest distribution 
of the General Partner's percentage pursuant to Section 11.04A(f), as is 
deemed reasonable by the Limited Partners as a result of good faith 
negotiations with such substitute General Partner; such replaced General 
Partner whose Interest has been converted to that of a Limited Partner shall 
remain entitled to his or its proportionate share of the remainder of the 
distribution pursuant to Section 11.04A(f).

	Except as set forth above, such conversion of a General Partner Interest 
to a Limited Partner Interest shall not affect any rights, obligations or 
liabilities (including without limitation, any of the General Partner's 
obligations under Section 8.09 herein) of the Bankrupt, deceased, dissolved or 
incompetent General Partner existing prior to the Bankruptcy, death, 
dissolution or incompetence of such person as a General Partner (whether or 
not such rights, obligations or liabilities were known or had matured).

	(c)	If, at the time of the withdrawal, Bankruptcy, death, dissolution 
or adjudication of incompetence of a General Partner, the Bankrupt, deceased, 
dissolved or incompetent General Partner was not the sole General Partner of 
the Partnership, the remaining General Partner or General Partners shall 
promptly (i) give Notice to the Limited Partners of such Bankruptcy, death, 
dissolution or adjudication of incompetence, and (ii) make such amendments to 
this Agreement and execute and file such amendments or documents or other 
instruments as are necessary to reflect the conversion of the Interest of the 
Bankrupt, deceased, dissolved or incompetent General Partner and his having 
ceased to be a General Partner.  The remaining General Partner or General 
Partners are hereby granted an irrevocable power of attorney to execute any or 
all documents on behalf of the Partners and the Partnership and to file such 
documents as may be required to effectuate the provisions of this Section 
6.03.

ARTICLE VII
ASSIGNMENT TO THE PARTNERSHIP

	7.01.  Assignment of Contracts, etc.  The General Partner hereby 
transfers and assigns to the Partnership all of its right, title and interest 
in and to the Apartment Complex, including the following:

	(i) all contracts with architects, engineers, contractors and 
supervising architects with respect to the rehabilitation or development of 
the Apartment Complex;

	(ii) all plans, specifications and working drawings, heretofore prepared 
or obtained in connection with the Apartment Complex and all governmental 
approvals obtained, including planning, zoning and building permits;

	(iii) any and all commitments with respect to the Mortgage Loan; and

	(iv) any other work product related to the Apartment Complex.



ARTICLE VIII
RIGHTS, OBLIGATIONS AND POWERS
OF THE GENERAL PARTNER

	8.01.  Management of the Partnership.

	(a)	Except as otherwise set forth in this Agreement, the General 
Partner, within the authority granted to it under this Agreement, shall have 
full, complete and exclusive discretion to manage and control the business of 
the Partnership for the purposes stated in Article III, shall make all 
decisions affecting the business of the Partnership and shall manage and 
control the affairs of the Partnership to the best of its ability and use its 
best efforts to carry out the purpose of the Partnership.  In so doing, the 
General Partner shall take all actions necessary or appropriate to protect the 
interests of the Limited Partner and of the Partnership.  The General Partner 
shall devote such of its time as is necessary to the affairs of the 
Partnership.

	(b)	Except as otherwise set forth in this Agreement and subject to the 
applicable Lender rules and regulations and the provisions of the Project 
Documents, the General Partner (acting for and on behalf of the Partnership), 
in extension and not in limitation of the rights and powers given by law or by 
the other provisions of this Agreement, shall, in its sole discretion, have 
the full and entire right, power and authority in the management of the 
Partnership business to do any and all acts and things necessary, proper, 
convenient or advisable to effectuate the purpose of the Partnership.  In 
furtherance and not in limitation of the foregoing provisions, the General 
Partner is specifically authorized and empowered to execute and deliver, on 
behalf of the Partnership, the Project Documents and to execute any and all 
other instruments and documents, and amendments thereto, as shall be required 
in connection with the Mortgage Loan, including, but not limited to, executing 
any mortgage, note, contract, building loan agreement, bank resolution and 
signature card, release, discharge, or any other document or instrument in any 
way related thereto or necessary or appropriate in connection therewith; 
provided, however, that copies of all applications for advances of Mortgage 
Loan proceeds which occur after the Admission Date shall be provided to the 
Investment Partnership prior to the disbursement of any funds pursuant 
thereto.  All decisions made for and on behalf of the Partnership by the 
General Partner shall be binding upon the Partnership.  No person dealing with 
the General Partner shall be required to determine its authority to make any 
undertaking on behalf of the Partnership, nor to determine any facts or 
circumstances bearing upon the existence of such authority.

	(c)	Subject to the terms of this Partnership Agreement, the General 
Partner shall be responsible for the management and administration of the 
Partnership business and shall have all rights and authority generally 
conferred by law or necessary, advisable or consistent with accomplishing the 
purpose of the Partnership.  Subject to the consent of the Special Limited 
Partner, which consent shall not be unreasonably withheld, the General Partner 
shall have the power to assign duties and may delegate any of its powers, 
rights and obligations hereunder and may appoint, employ, contract or 
otherwise deal with any person for the transaction of business of the 
Partnership, which person may, but only under the supervision of the General 
Partner perform any acts or services for the Partnership as the General 
Partner may approve.

	8.02.  Limitations Upon the Authority of the General Partner.

	(a)	The General Partner shall not have any authority to:

		(i)	perform any act in violation of any applicable law or 
regulation thereunder;

		(ii)	perform any act in violation of the provisions of the 
Extended Use Commitment, the Loan Documents, or any other Project Documents;

		(iii)	do any act required to be approved or ratified in writing by 
all Limited Partners under the Act unless the right to do so is expressly 
otherwise given in this Agreement;

		(iv)	rent apartments in the Apartment Complex such that the 
Apartment Complex would not meet the requirements of the Rent Restriction Test 
or Minimum Set-Aside Test or to rent units to any individuals where income 
exceeds 60% of area median income, as adjusted for family size; or

		(v)	borrow from the Partnership or commingle Partnership funds 
with funds of any other Person.

	(b)	The General Partner shall not, without the Consent of BCTC 94, 
Inc. have any authority to:

		(i)	sell or otherwise dispose of, at any time, all or 
substantially all of the assets of the Partnership;

		(ii)	borrow in excess of $10,000 in the aggregate at any one time 
outstanding on the general credit of the Partnership, except borrowings 
constituting Subordinated Loans or Credit Recovery Loans;

		(iii)	following Substantial Completion, construct any new or 
replacement capital improvements on the Apartment Complex which substantially 
alter the Apartment Complex or its use or which are at a cost in excess of 
$10,000 in a single Partnership fiscal year, except (a) replacements and 
remodeling in the ordinary course of business or under emergency conditions or 
(b) construction paid for from insurance proceeds;

		(iv)	acquire any real property in addition to the Apartment 
Complex; or

		(v)	refinance the Mortgage Loan, provided that, with the Consent 
of BCTC 94, Inc., the General Partner may substitute, in whole or in part, the 
Mortgage Loan with other permanent first mortgage financing, provided such 
financing (a) is without recourse to any Partner of the Partnership, (b) has a 
term that ends no earlier than the last day of the "Compliance Period" as 
defined in Code Section 42, (c) has fixed debt service no greater than the 
fixed debt service applicable to the Mortgage Loan during the term of the 
Mortgage Loan and (d) permits use of refinancing proceeds only for Partnership 
purposes approved by the Investment Partnership.

	8.03.  Management Purposes.  In conducting the business of the 
Partnership, the General Partner shall be bound by the Partnership's 
purpose(s) set forth in Article III.

	8.04.  Delegation of Authority.  Subject to Section 8.05 hereof, the 
General Partner may employ, contract, or otherwise deal with any Person in 
connection with the performance of its management responsibilities hereunder, 
provided such Person acts only under the supervision of the General Partner.

	8.05.	General Partner or Affiliates Dealing with Partnership.

		(a)	The General Partner or any Affiliate may act as Management 
Agent on such terms and conditions permitted by applicable regulations of the 
Lender and the Agency, and may receive compensation at the highest rates 
approved and permitted by the Lender or the Agency at any time; provided, 
however, that the Management Agent may not receive compensation in excess of 
that permitted by HUD and the Lender; provided, further, that notwithstanding 
the foregoing, the Management Agent may not receive compensation in excess of 
five percent (5%) of gross rental receipts received from tenants of the 
Apartment Complex without the prior approval of BCTC 94, Inc.

		(b)	The General Partner or any Affiliates thereof shall have the 
right to contract or otherwise deal with the Partnership for the sale of goods 
or services to the Partnership in addition to those set forth herein, if (A) 
compensation paid or promised for such goods or services is reasonable (i.e., 
at fair market value) and is paid only for goods or services actually 
furnished to the Partnership, (B) the goods or services to be furnished shall 
be reasonable for and necessary to the Partnership, (C) the fees, terms and 
conditions of such transaction are at least as favorable to the Partnership as 
would be obtainable in an arm's-length transaction, (D) no agent, attorney, 
accountant or other independent consultant or contractor who also is employed 
on a full-time basis by the General Partner or any Affiliate shall be 
compensated by the Partnership for his services.

	Any contract covering such transactions shall be in writing and shall be 
terminable without penalty on sixty (60) days Notice.  Any payment made to the 
General Partner or any Affiliate for such goods or services shall be fully 
disclosed to all Limited Partners in the reports required under Section 13.04.  
Neither the General Partner nor any Affiliate shall, by the making of lump-sum 
payments to any other Person for disbursement by such other Person, circumvent 
the provisions of this Section 8.05(b).

	8.06.  Other Activities.  The General Partner and any Affiliates thereof 
may engage in or possess interests in other business ventures of every kind 
and description for their own account, including, without limitation, serving 
as general partner of other partnerships which own, either directly or through 
interests in other partnerships, government-assisted housing projects similar 
to the Apartment Complex.  Neither the Partnership nor any of the Partners 
shall have any rights by virtue of this Agreement in or to such other business 
ventures or to the income or profits derived therefrom.

8.07.	Liability for Acts and Omissions.  No General Partner shall be 
liable, responsible or accountable in damages or otherwise to any of the 
Partners for any act or omission performed or omitted by him or it, or any of 
them, in good faith on behalf of the Partnership and in a manner reasonably 
believed by him or it or any of them to be within the scope of the authority 
granted to him or it or any of them by this Agreement and in the best interest 
of the Partnership, except for gross negligence, willful misconduct, fraud or 
any material breach of his or its or their fiduciary duty as General Partner 
with respect to such acts or omissions.  Any loss or damage incurred by any 
General Partner by reason of any act or omission performed or omitted by him 
or it or any of them in good faith on behalf of the Partnership and in a 
manner reasonably believed by him or it or any of them to be within the scope 
of the authority granted to him or it by this Agreement and in the best 
interests of the Partnership (but not, in any event, any loss or damage 
incurred by any General Partner by reason of gross negligence, willful 
misconduct, fraud or any material breach of his or its or their fiduciary duty 
as General Partner with respect to such acts or omissions, or liabilities of 
the Partners chargeable to the General Partner) shall be paid from Partnership 
assets to the extent available, but the Limited Partners shall not have any 
personal liability to the General Partner under any circumstances on account 
of any such loss or damage incurred by the General Partner or on account of 
the payment thereof.

	8.08.  [Intentionally Omitted].

	8.09.  Rehabilitation of the Apartment Complex, Construction Cost 
Overruns, Operating Deficits.

	(a)	(i) The Partnership will enter into the Construction Contract.  
The General Partner shall be responsible for:

	(A)	achieving completion of  rehabilitation of the Apartment 
Complex on a timely basis in accordance with the Plans and Specifications, 
this Agreement and the Project Documents;
		(B)	meeting all requirements for obtaining all necessary 
permanent, unconditional certificates of occupancy for all the apartment units 
in the Apartment Complex;

		(C)	fulfilling all actions required of the Partnership to assure 
that the Apartment Complex satisfies the Minimum Set-Aside Test and the Rent 
Restriction Test; and

		(D)	causing the making of the Mortgage Loan by the Lender, the 
achievement of Initial Closing and the achievement of  Final Closing.
	
(ii)	The General Partner hereby is obligated to pay all Excess 
Development Costs; the Partnership shall have no obligation to pay any Excess 
Development Costs.  

	(iii)	In the event that the General Partner shall fail to pay any such 
Excess Development Costs as required in this Section 8.09(a), an amount not in 
excess of such Excess Development Costs shall be applied by the Partnership 
against the Development Fee due to the Developer as an offset against such 
obligations of the General Partner.

	Any such direction and application of funds otherwise payable to the 
Developer as aforesaid shall be deemed to have been paid by the Partnership to 
the Developer and then applied to reduce the amount of the Excess Development 
Costs, and the Partnership's obligation to make installment payments to the 
Developer pursuant to Section 8.10(a), as well as the Investment Partnership's 
obligation to make future Installments, shall be deemed satisfied to the 
extent of the funds applied to reduce the General Partner's obligation to fund 
Excess Development Costs, and the obligations of the General Partner pursuant 
to Sections 8.09(a) (i) or 8.09(a) (ii) shall be deemed satisfied to the 
extent of the funds applied.

	(b)	In the event that, at any time prior to a date which is the later 
of (i) three (3) years from the date hereof or (ii) Rental Achievement, an 
Operating Deficit shall exist, the General Partner shall provide such funds to 
the Partnership as shall be necessary to pay such Operating Deficit(s) in the 
form of a loan to the Partnership (the "Operating Deficit Loan(s)"); provided, 
however, that the General Partner's obligation to make Operating Deficit Loans 
shall not at any one time exceed an outstanding amount greater than $300,000.  
An Operating Deficit Loan shall be a Subordinated Loan payable in accordance 
with the provisions of Section 8.17; Operating Deficit Loans shall bear no 
interest.

	In the event that the General Partner shall fail to make any such 
Operating Deficit Loan as aforesaid, the Partnership shall utilize amounts 
otherwise payable to the Developer as installments of the Development Fee 
pursuant to Section 8.10 of this Agreement to meet the obligations of the 
General Partner pursuant to this Section 8.09(b).  Amounts so utilized shall 
also constitute the payment and satisfaction of installments of the 
Development Fee payable to the Developer under the aforesaid section of this 
Agreement, and the obligation of the Partnership to make such installment 
payments to the Developer, pursuant to such section, as well as the Investment 
Partnership's obligation to make future installments, shall be reduced 
correspondingly.

	8.10.  Development Fee.  The Partnership has entered into a Development 
Agreement of even date herewith with the Developer for its services in 
connection with the development and rehabilitation of the Apartment Complex.  
In consideration for such services, a Development Fee in the total amount of 
$400,900 shall be payable by the Partnership to the Developer, solely from the 
Capital Contributions by the Investment Partnership except as provided in 
Sections 4.02(g), 5.01(a), 11.03A(b) and 11.04(b)(c)(4).

	The Development Fee shall be due and payable as follows:

	(a)  $28,000 upon receipt by the Partnership of the First Installment;

(b)  $995.00 upon receipt by the Partnership of the Second Installment;

	(c)  $83,000 upon receipt by the Partnership of the Third Installment;
	
(d) The balance, less the Deferred Development Fee in the anticipated 
amount of $276,251, upon receipt by the Partnership of the Fourth Installment; 
and

	(e)  the Deferred Development Fee shall be payable only in accordance 
with Sections 11.03A(b) and 11.04A(c) or, if not sooner paid, on December 31, 
2007.

	8.11.  Incentive Partnership Management Fee.  The Partnership has 
entered into a Partnership Management Services Agreement with the General 
Partner of even date herewith for its services in managing the business of the 
Partnership for the period from the date hereof throughout the term of the 
Partnership, commencing in 1997.  Such agreement includes provisions to the 
effect that in return for its services in administering and directing the 
business of the Partnership, maintaining appropriate books and records 
relating to all financial affairs of the Partnership, and reporting 
periodically to the Partners, the Lender and the Agency with respect to the 
financial and administrative affairs of the Partnership and the Apartment 
Complex, the Partnership shall pay to the General Partner, from the Cash Flow 
and/or from Proceeds of Capital Transactions of the Partnership available for 
distribution and in accordance with Section 11.03A(e) and 11.04(A)(c)(3) an 
annual Incentive Partnership Management Fee.

	Such fee shall be payable in accordance with the provisions of any 
applicable regulations of the Lender or the Agency and of the Project 
Documents and shall be in an amount equal to $5,000 per year, commencing in 
1997 and payable from Cash Flow.  Such fee shall not be cumulative from year 
to year and shall only be paid to the extent that Cash Flow or Proceeds of 
Capital Transaction are sufficient to make all or a portion of the then-due 
payments.

	8.11.1  Asset Management Fee.  The Partnership shall pay to Boston 
Capital, or an Affiliate thereof, an annual Asset Management Fee in the amount 
of $5,000 per annum, commencing in 1997, for its services in assisting with 
the preparation of the reports required pursuant to Section 13.04, which fee 
shall be payable from Cash Flow; provided, however, that if in any fiscal 
year, Cash Flow is insufficient to pay all or any portion of the Asset 
Management Fee, the General Partner shall make a Subordinated Loan to the 
Partnership in an amount not to exceed the lesser of $2,500 per annum or that 
amount necessary to pay the unpaid portion of such fee. Any unpaid portion of 
said Asset Management Fee shall accrue, without interest, and shall be payable 
on a cumulative basis in the first year in which there is sufficient Cash Flow 
available for the payment of such fee, or, in the first year in which proceeds 
of a Capital Transaction are available.

	8.12.  Withholding of Fee Payments.  In the event that (a) a General 
Partner or any successor General Partner or the general partner of any 
Affiliated Limited Partnership shall not have substantially complied with any 
material provisions under this Agreement or the applicable limited partnership 
agreement, or (b) any financing commitment of any lender, or any agreement 
entered into by the Partnership for financing related to the Apartment Complex 
or the property of any Affiliated Limited Partnership shall have terminated 
prior to their respective termination date(s), or (c) foreclosure proceedings 
shall have been commenced against the Apartment Complex or the property of 
such Affiliated Limited Partnership, then (i) such General Partner shall be in 
default of this Agreement, and the Partnership shall withhold payment of any 
installment of fees payable pursuant to Sections 8.10 and 8.11, and (ii) the 
General Partner shall be liable for the Partnership's payment of any and all 
installments of the Development Fee payable pursuant to Section 8.10, to the 
extent that the Investment Partnership has withheld any Installment(s) 
pursuant to Section 5.03 as a result of the above-described default.  

	All amounts so withheld by the Partnership under this Section 8.12 shall 
be promptly released only after the General Partner has cured the default 
justifying the withholding, as demonstrated by evidence reasonably acceptable 
to the Investment Partnership.

	8.13.  Removal of the General Partner.

	(a)	BCTC 94, Inc., acting on behalf of the Investment Partnership, so 
long as the Investment Partnership is a Partner, shall have the right to 
remove any or all General Partners (i) for any intentional misconduct or gross 
negligence in the discharge of its duties and obligations as a General 
Partner, or (ii) upon the occurrence of any of the following:

		(A)	such General Partner shall have violated any of the material 
provisions of the Extended Use Commitment, the Loan Documents, or any 
provisions of any other Project Document or other document required in 
connection with the Mortgage Loan, or any provisions of the Agency regulations 
applicable to the Apartment Complex;

		(B)	such General Partner shall have violated any material 
provision of this Agreement or any provision of applicable law, which 
violations shall include, without limitation (i) withdrawal of the General 
Partner without the Consent of the Investment Partnership pursuant to Section 
6.01(a), (ii) the failure of the General Partner to make Subordinated Loans 
required under this Agreement or (iii) the failure of a sole General Partner 
which is a corporation to satisfy the requirements of Section 8.08;

		(C)	such General Partner shall have caused the Mortgage Loan to 
go into default; or

		(D)	such General Partner shall have conducted its own affairs or 
the affairs of the Partnership in such manner as would:  (1) cause the 
termination of the Partnership for federal income tax purposes; or (2) cause 
the Partnership to be treated for federal income tax purposes as an 
association, taxable as a corporation.

	(b)	BCTC 94, Inc. shall give Notice to all Partners of its 
determination that any such General Partner shall be removed.  The General 
Partner shall have thirty (30) days after receipt of such Notice to cure any 
default or other reason for such removal, in which event it shall remain as 
General Partner.  If, at the end of such cure period such General Partner has 
not cured any default or other reason for such removal, (i) without any 
further action by any Partner, BCTC 94, Inc. or its designee shall 
automatically become a General Partner and acquire in consideration of a cash 
payment of $5 such portion of the Interest of the removed General Partner as 
counsel to the Investment Partnership shall determine is the minimum 
appropriate interest in order to assure the continued status of the 
Partnership as a partnership under the Code and under the Act, (ii) the 
remaining portion of the economic Interest of the removed General Partner 
shall automatically be converted to an equal economic Interest as an 
Additional Limited Partner, (iii) the economic Interest of BCTC 94, Inc. as 
the Special Limited Partner shall continue unaffected by the new status of 
BCTC 94, Inc. or its designee as a General Partner, and (iv) the new General 
Partner shall automatically be irrevocably delegated all of the powers and 
duties of the General Partners hereunder.

	(c)	BCTC 94, Inc. or any successor General Partner proposed by the 
Special Limited Partner shall have the option, exercisable in its sole 
discretion, to acquire (i) the Additional Limited Partner Interest of any 
removed General Partner and/or (ii) the Class A Limited Partner Interest, or 
any portion thereof, upon payment of the agreed or then present fair market 
value of such Interest or portion thereof.  Any dispute as to the value of the 
Interest or portion thereof to be acquired pursuant to the immediately 
preceding sentence shall be submitted to a committee composed of three 
qualified real estate appraisers, one chosen by the Partner whose Interest is 
to be purchased, one chosen by the General Partner, and the third chosen by 
the two so chosen.  The proceedings of such committee shall conform to the 
rules of the American Arbitration Association, as far as appropriate, and its 
decision shall be final and binding.  The expense of arbitration shall be born 
equally by the Partner whose Interest is to be purchased and the Partnership.  
The method of payment will be deemed presumptively fair where it provides for 
a promissory note bearing simple interest at eight percent (8%) per annum 
coming due in no less than five (5) years with equal installments each year.

	(d)	Upon removal, no General Partner or any Affiliate thereof shall be 
entitled to receive any fee, compensation or other remuneration from the 
Partnership, other than the above- described payment for the Interest, or 
portion thereof, of the Removed General Partner.  The Partnership is not 
authorized to enter into any arrangement whereby any fee, compensation or 
other remuneration could be payable directly or indirectly to any General 
Partner or Affiliate thereof in a manner inconsistent with the immediately 
preceding sentence unless the prior written consent of BCTC 94, Inc. shall 
have been obtained to such particular arrangement.  The Partnership may offset 
against any payments to a General Partner removed under this Section 8.13 any 
damages suffered by the Partnership as a result of any breach of the 
obligations of such General Partner hereunder.  A General Partner so removed 
will not be liable as a general partner for any obligations of the Partnership 
incurred after the effective date of its removal, but shall be and remain 
liable for all obligations and liabilities incurred by it as General Partner 
before such removal became effective, including, but not limited to, its 
obligations set forth in Section 8.09 hereof.

	(e)	The General Partner and the Class A Limited Partner hereby grants 
to each of the Investment Partnership and BCTC 94, Inc. an irrevocable power 
of attorney, coupled with an interest, to execute any and all documents on 
behalf of the Partners and the Partnership as shall be legally necessary and 
sufficient to effect all of the foregoing provisions of this Section 8.13. The 
election by the Investment Partnership to remove such General Partner under 
this Section shall not limit or restrict the availability and use of any other 
remedy which the Investment Partnership or any other Partner might have with 
respect to the General Partner in connection with its undertakings and 
responsibilities under this Agreement.

	8.14.  Selection of Management Agent.  The Partnership, with the 
approval of the Lender and the Agency, if required, shall engage such person, 
firm or company as the General Partner may select, and as the Investment 
Partnership may approve, which approval shall not be unreasonably withheld 
(hereinafter referred to as "Management Agent") to manage the operation of the 
Apartment Complex during the rent-up period and following Substantial 
Completion for a period of one year, and thereafter such management contract 
may be extended on an annual basis unless terminated for cause.  The 
Management Agent shall be paid a management fee subject to the approval of the 
Lender and the Agency, if required.  The contract between the Partnership and 
the Management Agent and the management plan for the Apartment Complex shall 
be in a form acceptable to the Lender and the Agency, if required.  Carabetta 
Management Co. is hereby approved by the parties hereto as the initial 
Management Agent. 

	8.15.  [Intentionally Omitted].

	8.16.  [Intentionally Omitted]

	8.17.  Subordinated Loans to the Partnership.  In the event that 
additional funds are required by the Partnership for any purpose relating to 
the business of the Partnership or for any of its obligations, expenses, costs 
or expenditures, the Partnership may borrow such funds as are needed from any 
Partners or other Person or organization, including the General Partner, for 
such period of time and on such terms as the General Partner, the Investment 
Partnership and the Lender, if so required, may agree and at the rate of 
interest then prevailing for comparable loans (except for Operating Deficit 
Loans made pursuant to Section 8.09(b), which shall bear interest only as 
provided in Section 8.09(b)); provided however, that no such additional loans 
shall be secured by any mortgage or other encumbrance on the property of the 
Partnership without the prior approval of the Investment Partnership and the 
approval of the Lender, if required; except that such approvals shall not be 
required in the case of the hypothecation of personal property purchased by 
the Partnership and not included in the security agreements executed by the 
Partnership at the time of Final Closing.  Loans made under this Section shall 
be repaid as set forth in Section 11.01 of this Agreement, but any amount of 
any such loan that is outstanding at the time of the occurrence of any of the 
events described in Sections 11.04 or 12.01 shall be repaid as provided in 
Section 11.04A(c)(5).  The General Partner is obligated to make Subordinated 
Loans in accordance with Section 8.09 and Section 8.11.1.



8.18.  Reserve Fund for Replacements; Tenant Transition Fund.

(a)	Reserve Fund for Replacements.  The Partnership shall establish a 
Reserve Fund for Replacements with respect to the Apartment Complex, as 
required by the Lender and BCTC 94, Inc.  The Partnership shall make an 
initial deposit into the Reserve Fund for Replacements equal to $25,000 not 
later than the making of the First Installment and shall make subsequent 
deposits into the Reserve Fund for Replacements equal to $48,900 annually 
commencing in 1998; such deposits may be suspended only as approved by the 
Lender and/or BCTC 94, Inc.  Funds in the Reserve Fund for Replacements are 
intended to be employed for the replacement as needed of fixtures, equipment, 
structural elements and other components of the Apartment Complex of a capital 
nature.  All interest earnings on funds on deposit in the Reserve Fund for 
Replacements shall be retained therein for the aforesaid purposes.  The 
Reserve Fund for Replacement shall remain under the joint control of the 
Lender and, until the expiration of the HAP Contract, HUD.  Withdrawals from 
the Reserve Fund for Replacements shall be made only with the consent, or upon 
the direction, of the Lender and, if required, HUD; provided, however, if such 
consent of the Lender is not required, such withdrawals may be made only with 
the Consent, or upon the direction, of the General Partner, BCTC 94, Inc. and 
the Lender.

		(b)	Tenant Transition Fund. The Partnership shall establish the 
Tenant Transition Fund as a separate, interest bearing account with a 
financial institution acceptable to the Lender and BCTC 94, Inc. and shall 
deposit therein funds in the amount of $220,000 from the Installments.  The 
account shall be fully funded (less the amount of the Fourth Installment) not 
later than the making of the Third Installment.  In the event of any shortfall 
in the funding of such account at the time of the Third Installment, the 
General Partner shall provide such funds to the Partnership as shall be 
necessary to eliminate such shortfall in the form of a loan to the Partnership 
(the "Tenant Transition Fund Loan").  The Partnership shall make subsequent 
deposits from Cash Flow into the Tenant Transition Fund equal to $15,000 
annually commencing in 1998 and continuing through 2009.  In the event that 
the account is not fully funded as of the making of the Third Installment, the 
Fourth Installment shall be used to fund the balance of the account and the 
Investment Partnership shall directly fund its Fourth Installment into such 
account.  Funds in the Tenant Transition Fund are intended to be employed 
solely for the payment of Operating Deficits (including, without limitation, 
debt service, taxes and insurance), unless otherwise released from escrow by 
the Lender with the Consent of BCTC 94, Inc.  All interest earnings on funds 
on deposit in the Tenant Transition Fund shall be retained therein for the 
aforesaid purposes.  Withdrawals from the Tenant Transition Fund shall be made 
only with the consent, or upon the direction, of the Lender; provided, 
however, if such consent of the Lender is not required, such withdrawals may 
be made only with the Consent, or upon the direction, of the General Partner 
and BCTC 94, Inc.

		(c)	[Intentionally Omitted]



ARTICLE IX
TRANSFERS OF, AND RESTRICTIONS ON TRANSFERS
OF INTERESTS OF LIMITED PARTNERS

	9.01.  Purchase for Investment.

		(a)	The Investment Partnership and the Class A Limited Partner 
hereby represent and warrant to the General Partner and to the Partnership 
that the acquisition of their respective Interest is made as principal for 
their respective account for investment purposes only and not with a view to 
the resale or distribution of such Interest, except insofar as the Securities 
Act of 1933 and any applicable securities law of any state or other 
jurisdiction permit such acquisitions to be made for the account of others or 
with a view to the resale or distribution of such Interest without requiring 
that such Interest, or the acquisition, resale or distribution thereof, be 
registered under the Securities Act of 1933 or any applicable securities law 
of any state or other jurisdiction.

		(b)	The Investment Partnership and the Class A Limited Partner 
agree that they will not sell, assign or otherwise transfer their respective 
Interest or any fraction thereof to any Person who does not similarly 
represent and warrant and similarly agree not to sell, assign or transfer such 
Interest or fraction thereof to any Person who does not similarly represent 
and warrant and agree.

	(c)	Neither the Investment Partnership nor the Class A Limited 
Partner shall sell, assign or otherwise transfer their respective Interest or 
any fraction thereof to any Person until the Investment Partnership or the 
Class A Limited Partner, as the case may be, has provided the Partnership with 
a legal opinion, reasonably satisfactory to the General Partner, that such 
sale, assignment or other transfer does not violate any state or federal 
securities laws or require the Interest to be registered under any such laws.

	9.02.  Restrictions on Transfer of Limited Partner's Interests.

		(a)	Under no circumstances will any offer, sale, transfer, 
assignment, hypothecation or pledge of any Limited Partner Interest be 
permitted unless the General Partner, in its sole discretion, shall have 
Consented.

		(b)	The Limited Partner whose interest is being transferred 
shall pay such reasonable expenses as may be incurred by the Partnership in 
connection with such transfer.

	9.03.  Admission of Substitute Limited Partners.

		(a)	Subject to the other provisions of this Article IX, an 
assignee of the Interest of a Limited Partner (which shall be understood to 
include any purchaser, transferee, donee, or other recipient of any 
disposition of such Interest) shall be admitted as a Substitute Limited 
Partner of the Partnership only upon the satisfactory completion of the 
following:

		(i)	Consent of the General Partner (which may be withheld in its 
sole discretion) and the consent of the Lender, if required, shall have been 
given, which Consent of the General Partners may be evidenced by the execution 
by the General Partners of an amended Agreement and/or Certificate evidencing 
the admission of such Person as a Limited Partner pursuant to the requirements 
to the Act;

	(ii)	the assignee shall have accepted and agreed to be bound by 
the terms and provisions of this Agreement by executing a counterpart thereof 
or an appropriate amendment hereto, and such other documents or instruments as 
the General Partner may require in order to effect the admission of such 
Person as a Limited Partner;

		(iii)	an amended Agreement and/or Certificate evidencing the 
admission of such Person as a Limited Partner shall have been filed for 
recording pursuant to the requirements of the Act to the extent required in 
order to effectuate the admission of such Person as a Limited Partner; 

	(iv)	the assignee shall have represented and agreed in writing as 
required by Section 9.01;

	(v)	if the assignee is a corporation, the assignee shall have 
provided the General Partner with evidence satisfactory to counsel for the 
Partnership of its authority to become a Limited Partner under the terms and 
provisions of this Agreement; and

	(vi)	the assignee or the assignor shall have reimbursed the 
Partnership for all reasonable expenses, including all reasonable legal fees 
and recording charges, incurred by the Partnership in connection with such 
assignment.

	(b)	For the purpose of allocation of profits, losses and credits, and 
for the purpose of distributing cash of the Partnership, a Substitute Limited 
Partner shall be treated as having become, and as appearing in, the records of 
the Partnership as a Partner upon his signing of an amendment to this 
Agreement, agreeing to be bound hereby.

	(c)	The General Partner shall cooperate with the Person seeking to 
become a Substitute Limited Partner by preparing the documentation required by 
this Section and making all official filings and publications.  The 
Partnership shall take all such action, including the filing of any amended 
Agreement and/or Certificate evidencing the admission of any Person as a 
Limited Partner, and the making of any other official filings and 
publications, as promptly as practicable after the satisfaction by the 
assignee of the Interest of a Limited Partner of the conditions contained in 
this Article IX to the admission of such Person as a Limited Partner of the 
Partnership.  Any cost or expense incurred in connection with such admission 
shall be borne by the Partnership to the extent of available Partnership 
assets, and otherwise by such assignee.



	9.04.  Rights of Assignee of Partnership Interest.

	(a)	Except as provided in this Article and as required by operation of 
law, the Partnership shall not be obligated for any purpose whatsoever to 
recognize the assignment by any Limited Partner of his (its) Interest until 
the Partnership has received actual Notice thereof.

	(b)	Any Person who is the assignee of all or any portion of a Limited 
Partner's Interest, but does not become a Substitute Limited Partner and 
desires to make a further assignment of such Interest, shall be subject to all 
the provisions of this Article IX to the same extent and in the same manner as 
any Limited Partner desiring to make an assignment of his its Interest.

ARTICLE X
RIGHTS AND OBLIGATIONS
OF LIMITED PARTNERS

	10.01.  Management of the Partnership.  No Limited Partner shall take 
part in the management or control of the business of the Partnership nor 
transact any business in the name of the Partnership.  Except as otherwise 
expressly provided in this Agreement, no Limited Partner shall have the power 
or authority to bind the Partnership or to sign any agreement or document in 
the name of the Partnership.  No Limited Partner shall have any power or 
authority with respect to the Partnership except insofar as the consent of any 
Limited Partner shall be expressly required and except as otherwise expressly 
provided in this Agreement.

	10.02.  Limitation on Liability of Limited Partners.  The liability of 
each Limited Partner shall be limited to its Capital Contribution as and when 
payable under the provisions of this Agreement.  No Limited Partner shall have 
any other liability to contribute money to, or in respect of the liabilities 
or obligations of, the Partnership, nor shall any Limited Partner be 
personally liable for any obligations of the Partnership.  No Limited Partner 
shall be obligated to make loans to the Partnership.

	10.03.  Other Activities.  Any Limited Partner may engage in or possess 
interests in other business ventures of every kind and description for its own 
account, including without limitation, serving as general or limited partner 
of other partnerships which own, either directly or through interests in other 
partnerships, government-assisted housing projects similar to the Apartment 
Complex.  Neither the Partnership nor any of the Partners shall have any right 
by virtue of this Agreement in or to such other business ventures to the 
income or profits derived therefrom.

	10.04.  Ownership by Limited Partner of Corporate General Partners or 
Affiliate.  No Limited Partner shall, at any time, either directly or 
indirectly, own any stock or other interest in any corporate General Partner 
if such ownership by itself or in conjunction with other stock or other 
interests owned by other Limited Partners would, in the opinion of Hinckley, 
Allen & Snyder or other tax counsel to the Investment Partnership, jeopardize 
the classification of the Partnership as a partnership for federal income tax 
purposes.  In the event of any violation of the provisions of this Section by 
any one or more Limited Partners, such Limited Partner or Limited Partners 
shall either dispose of their Interests in the Partnership (subject to and in 
compliance with the provisions of Article IX) or of their stock or other 
interest in the corporate General Partner or Affiliates to the extent 
necessary so that, in the opinion of counsel for the Partnership, the 
classification of the Partnership as a partnership for federal income tax 
purposes is no longer in jeopardy.  The obligation of any such disposition 
required of more than one Limited Partner shall be shared among them on an 
equitable basis.  Notwithstanding the foregoing, neither the General Partner 
nor any Limited Partner shall be liable in damages to the Partnership or to 
any Partner by reason of any violation of this Section, except for damages 
arising (a) out of any material misrepresentation by any Limited Partner 
relating to the ownership of stock or other interest in a corporate General 
Partner or any affiliate by him or by any member of his family (within the 
meaning of the attribution rules set forth in Section 318 of the Code), or (b) 
out of any failure by any Limited Partner to dispose of his Interest in the 
Partnership or of his stock or other interest in a corporate General Partner 
or Affiliate within a reasonable time after Notice to such Limited Partner by 
the Partnership of the obligations to make such disposition.

ARTICLE XI
ALLOCATION OF TAXABLE INCOME, TAX LOSSES, TAX CREDITS
AND CASH DISTRIBUTIONS

	Section 11.01.  Allocation of Taxable Income, Tax Losses and Tax 
Credits.

	A.	General.  Subject to the special allocations set forth in this 
Article XI, Taxable Income, Tax Credits and Tax Losses for each fiscal year of 
the Partnership (or part thereof) other than those to be allocated pursuant to 
Section 11.01B or Section 11.02 hereof, shall be allocated 99% to the 
Investment Partnership and 1% to the General Partner.

	B.	Nonrecourse Deductions.  Nonrecourse Deductions for any fiscal 
year or other period shall be specially allocated 99% to the Investment 
Partnership and 1% to the General Partner.

	C.	Partner Loan Nonrecourse Deductions.  Any Partner Loan Nonrecourse 
Deductions for any Fiscal Year or other period shall be specially allocated to 
the Partner who bears the economic risk of loss with respect to the loan to 
which such Partner Loan Nonrecourse Deductions are attributable in accordance 
with Treasury Regulations Section 1.704-2(i).

	Section 11.02.  Allocation of Taxable Income and Tax Losses from Capital 
Transactions.  Subject to the special allocations set forth in this Article 
XI, Taxable Income and Tax Losses from Capital Transactions shall be allocated 
to the Partners as follows:

	(i)	Taxable Income from Capital Transactions shall be allocated:

		(a)	first, to the Partners with negative Capital Accounts pro 
rata in such amounts as will result in the elimination of the negative Capital 
Accounts of such Partners; provided, however, that if Taxable Income to be 
allocated pursuant to this Section 11.02(i)(a) is insufficient to eliminate 
all negative Capital Accounts, such Taxable Income will be allocated to 
Partners with negative Capital Accounts in the proportion that each such 
Partner's negative Capital Account bears to the total of all such Negative 
Capital Accounts;

	(b)	second, in the amount and to the extent necessary to 
increase the Partners' respective Capital Accounts to equal the amounts 
distributable under Sections 11.04(d), then 11.04(e), then 11.04(A)(f);  

   		(c)	then, the balance, if any, of such Taxable Income shall be 
allocated 65.1% to the General Partner, 9.9% to the Class A Limited Partner 
and 25% to the Investment Partnership.

	(ii)	Tax Losses from Capital Transactions shall be allocated:

		(a)	first, to the extent of the respective positive balances in 
the Partners' Capital Accounts; and

		(b)	any balance, 99% to the Investment Partnership and 1% to the 
General Partner.

	(iii) 	Notwithstanding the foregoing provisions, if Taxable Income 
to be allocated includes income treated as ordinary income for federal income 
tax purposes because such Taxable Income is attributable to the recapture of 
depreciation under Section 1245 or 1250 of the Code, such Taxable Income, to 
the extent treated as ordinary income, shall be allocated to and reported by 
the Partners in proportion to their accumulated depreciation allocations.   
The Partnership shall keep records of such allocations of depreciation to the 
Partners.  In determining the accumulated depreciation allocations of the 
Partners, depreciation deductions for each taxable year shall be deemed 
allocated to the Partners in the same proportion as the Taxable Income or Tax 
Losses in that particular taxable year were allocated to the Partners. 

	11.03.  Distribution of Cash Flow.

	A.	Subject to Lender approval, if required, Cash Flow shall be 
determined for each fiscal year and shall be applied or distributed at such 
time or times as the General Partner deems appropriate, but in no event less 
than once in each fiscal year, in the following order of priority:

		(a)  First, to making the required annual deposit into the Tenant 
Transition Fund under Section 8.18(b); 

		(b)  Second, to payment to the Developer of the Deferred 
Development Fee;

		(c)  Third, to repayment of any amounts due with respect to any 
Tenant Transition Fund Loan made under Section 18.8(b).

		(d)  Fourth, to payment of the Asset Management Fee currently due; 

		(e)  Fifth, to repayment of any amounts due with respect to any 
Subordinated Loans (including, without limitation, Operating Deficit Loans 
made under Section 8.09(b));

		(f)  Sixth, to payment of the Partnership Incentive Management Fee 
currently due; 

		(g)  [Intentionally Omitted];

		(h)  Seventh, to discretionary payments on the Preservation Loan;

		(i)   Eighth, to pay any accrued but unpaid Asset Management Fees; 
and

		(j)  Any balance, 70.1% to the General Partner and 20% to the 
Investment Partnership, and 9.9% to the Class A Limited Partner.

	Section 11.04.  Distributions of Distributable Proceeds from Capital 
Transactions and Distributable Proceeds from Refinancings.

	A.	Distributable Proceeds from Capital Transactions and Distributable 
Proceeds from Refinancings (other than liquidating distributions pursuant to 
Section 12.02) shall be distributed in the following order of priority:

		(a)	First, to the payment of any debts and liabilities 
(including unpaid fees but excluding any debts, liabilities and/or fees owed 
to any Partners) and to the establishment of any required reserves;

		(b)	[Intentionally Omitted]

		(c)	Second, to the payment of any debts and liabilities 
(including unpaid fees) owed to the Partners or any Affiliates by the 
Partnership for Partnership obligations, including the repayment of any Credit 
Recovery Loans made pursuant to Section 5.01(d)(iii) or any Operating Deficit 
Loans made pursuant to Section 8.09(b) or any Tenant Transition Fund Loans 
made pursuant to Section 8.18(b) and the funding of reserves under Section 
8.18; provided, however, that the foregoing debts and liabilities owed to 
Partners and their Affiliates shall be paid or repaid, as applicable, in the 
following order of priority if and to the extent applicable:

	(1)	The Asset Management Fees currently due, if any, together with any 
accrued and unpaid Asset Management Fees; 

	(2)	The repayment of the Investment Partnership of any Reduction 
Amount pursuant to Section 5.01(d)(ii) together with any accrued or unpaid 
interest or Credit Recovery Loan Pursuant to Section 5.01(d)(iii) together 
with any accrued or unpaid interest;

	(3)	The Partnership Incentive Management Fee currently due;

	(4)	The Deferred Development Fee, if any;

	(5)	Subordinated Loans to the General Partner; and

	(6)	Any other such debts and liabilities; provided, however, that all 
such other debts and liabilities owed to the Investment Partnership shall be 
paid prior to any such debts and liabilities owed to the General Partner;

		(d)	then to the Investment Partnership in an amount equal to its 
paid in Capital Contribution;

		(e)	then to the General Partner in an amount equal to its 
Invested Amount; 

		(f)	the balance, if any, 65.1% to the General Partner, 9.9% to 
the Class A Limited Partner and 25% to the Investment Partnership.

	B.	Distributable Proceeds from Capital Transactions and Distributable 
Proceeds from Refinancings shall be distributed within 90 days after the end 
of the fiscal quarter in which such Capital Transaction or Refinancing occurs.  
Distributions of Distributable Proceeds from Capital Transactions and 
Distributable Proceeds from Refinancings to the Partners shall be made only 
after Capital Accounts have been adjusted to reflect all previous allocations 
of Taxable Income and Tax losses to the Partners, for distributions of Cash 
Flow, and for any other distributions of Distributable Proceeds form Capital 
Transactions or Distributable Proceeds from Refinancings.

	Section 11.05.  Allocations Among Partners.

	A.	For purposes of determining the Taxable Income (or Tax Losses) or 
any other items allocable to any period, Taxable Income (or Tax Losses) and 
any such other items shall be determined on a daily, monthly, or other basis, 
as determined by the General Partner using any permissible method under Code 
Section 706 and the Treasury Regulations thereunder.

	B.	Taxable Income, Tax Losses, and Tax Credits for all purposes of 
this Agreement shall be determined in accordance with the accrual accounting 
method.  Except as otherwise provided in this Agreement, all items of 
Partnership income, gain, loss, deduction, and any other allocations, 
including allocation of Book Profits and Losses, shall be divided among the 
Partners in the same proportions as they share Taxable Income, Tax Credits, 
and Taxable Losses, as the case may be, for such fiscal year.

	C.	In any year in which a Partner sells, assigns or transfers all or 
any portion of an Interest to any Person who during such year is admitted as a 
substitute Partner, the share of all Taxable Income, Tax Losses, and Tax 
Credits, allocated to and of all Cash Flow and all cash proceeds distributable 
under Section 11.04 distributed to, all Partners which is attributable to the 
Interest sold, assigned or transferred shall be divided between the assignor 
and the assignee using any one of the following methods as determined by 
agreement between the assignor and assignee: (i) ratably on the basis of the 
number of days in such year before, and the number of days on and after, the 
execution by the assignee of this Agreement, or (ii) by dividing the 
Partnership fiscal year into two segments, the first segment being the time 
period in such year before the execution by the assignee of this Agreement and 
the second segment being the time period in such year beginning on the date of 
execution of this Agreement, and allocating Taxable Income, Tax Losses, Tax 
Credits, Cash Flow, and all cash proceeds distributable in each such segment 
among the persons who were Partners during that segment, or (iii) using such 
other method as provided by the Code or regulations thereunder.

	D.	In the event that there is a determination that there is any 
original issue discount or imputed interest attributable to the Capital 
Contribution of any Partner, or any loan between a Partner and the 
Partnership, any income or deduction of the Partnership attributable to such 
imputed interest or original issue discount on such Capital Contribution or 
loan (whether stated or unstated) shall be allocated solely to such Partner.

	E.	In the event that the deduction of all or a portion of any fee 
paid or incurred by the Partnership to a Partner or an Affiliate of a Partner 
is disallowed for federal income tax purposes by the Internal Revenue Service 
with respect to a taxable year of the Partnership, the Partnership shall then 
allocate to such Partner an amount of gross income of the Partnership for such 
year equal to the amount of such fee as to which the deduction is disallowed.

	F.	If any Partner's Interest in the Partnership is reduced but not 
eliminated because of the admission of new Partners or otherwise, or if any 
Partner is treated as receiving any items of property described in Section 
751(a) of the Code, the Partner's Interest in such items of Section 751(a) 
property that was property of the Partnership while such Person was a Partner 
shall not be reduced, but shall be retained by the Partner so long as the 
Partner has an Interest in the Partnership and so long as the Partnership has 
an Interest in such property.

	G.	The Partners are aware of the income tax consequences of the 
allocations made by this Article XI and hereby agree to be bound by the 
provisions of this Article XI in reporting their shares of Partnership income 
and loss for income tax purposes.

	Section 11.06.  Qualified Income Offset. 

		(i)  Notwithstanding any other provision of this Article XI, in 
the event any Partner unexpectedly receives (a) an adjustment to the Capital 
Account balance of such Partner as described in Section 1.704-
1(b)(2)(ii)(d)(4) of the Treasury Regulations, (b) an allocation to such 
Partner of loss or deduction of the type described in Section 1.704-
1(b)(2)(ii)(d)(5) of the Treasury Regulations, or (c) a distribution to such 
Partner in excess of any offsetting increase in the Partner's Capital Account 
balance during or prior to the year of distribution, items of Partnership 
Taxable Income and of income that constitute a credit to such Partner's 
Capital Account shall be specially allocated to such Partner in an amount and 
manner sufficient to eliminate, to the extent required by the Treasury 
Regulations under Code Section 704(b), the Qualified Income Offset Amount 
(defined in Section 11.06(ii)) created by such adjustments, allocations, or 
distributions as quickly as possible, provided that an allocation pursuant to 
this Section 11.06(i) shall be made only if and to the extent that such 
Partner would have a Qualified Income Offset Amount after all other 
allocations provided for in this Article have been tentatively made as if this 
Section 11.06(i) were not in this Agreement.

		(ii)  Notwithstanding anything to the contrary contained in this 
Agreement, in no event shall Tax Losses of the Partnership be allocated to a 
Partner if such allocation would result in such Partner having a "Qualified 
Income Offset Amount" (as defined below).  As used herein, the term "Qualified 
Income Offset Amount" for a Partner means the deficit balance, if any, in such 
Partner's Capital Account as of the end of the relevant fiscal year after 
giving effect to the following adjustments:  (i) credit to such Capital 
Account an amount equal to (a) the Partner's Share of Minimum Gain immediately 
prior to the allocation or distribution and (b) the sum of such Partner's 
allocable share of any recourse indebtedness of the Partnership as determined 
under Section 752 of the Code and any unconditional obligation of such Partner 
to contribute additional amounts to the capital of the Partnership in the 
future (to the extent not previously taken into account in determining such 
Partner's share of recourse liabilities of the Partnership) and (ii) debit to 
such Capital Account the allocations or distributions described in Section 
11.06(i) that, as of the end of the taxable year, are reasonably expected to 
be made to such Partner.  All Tax Losses in excess of the limitation set forth 
in this Section 11.06(ii) shall be allocated to the General Partner.
	
Section 11.07. Minimum Gain Allocations.

	A.	Notwithstanding any other provisions of this Article XI, if in any 
year there is a net decrease in the amount of the Partnership's Minimum Gain, 
each Partner will be allocated items of Taxable Income and gain for such year 
equal to that Partner's share of the net decrease in Minimum Gain, within the 
meaning of Treasury Regulation 1.704-2(g)(2), and subject to the exceptions 
set forth in Treasury Regulation 1.704-2(f).

	Allocations of Taxable Income and gain (hereinafter referred to as a 
"Minimum Gain Chargeback") required pursuant to this Section 11.07 shall 
consist first of gains recognized from the disposition of items of Partnership 
property subject to one or more nonrecourse liabilities of the Partnership to 
the extent of the decrease in Minimum Gain attributable to the disposition of 
such items of property (or if such gains exceed the amount of the Minimum Gain 
Chargeback required for such taxable year, the Minimum Gain Chargeback shall 
consist of a proportionate share of each such gain), and the remainder of such 
Minimum Gain Chargeback shall consist of a pro-rata portion of the other items 
of Taxable Income and gain of the Partnership for that year.  If the amount of 
the Minimum Gain Chargeback requirement exceeds the Partnership's Taxable 
Income and gains for the taxable year, the excess shall carry over to 
subsequent years.

	B. 	If in any year there is a net decrease (within the meaning of 
Treasury Regulations Section 1.704-2(i)(3) in Partner Nonrecourse Debt Minimum 
Gain, any Partner with a share of that Member Nonrecourse Debt Minimum Gain 
(determined under Treasury Regulation 1.704-2(i)(5)) as of the beginning of 
the year shall be allocated items of profits and gains for that year (and if 
necessary, subsequent years) equal to that Partner's share of the net decrease 
in Member Nonrecourse Debt Minimum Gain in accordance with Treasury Regulation 
Section 1.704-2(i)(4).

	Section 11.08.  Regulatory Allocations.  The allocations set forth in 
Sections 11.01B, 11.01C, 11.06 and 11.07 (the "Regulatory Allocations") are 
intended to comply with certain requirements of Treasury Regulation Section 
1.704-1(b).  It is the intent of the Partners that, to the extent possible, 
all Regulatory Allocations shall be offset either with other Regulatory 
Allocations or with special allocations of other items of Taxable Income, Tax 
Losses and items of income, gain, loss, or deduction pursuant to this Section 
11.08.  Therefore, notwithstanding any other provision of this Article (other 
than the Regulatory Allocations), the General Partners shall make such 
offsetting special allocations of Taxable Income, Tax Losses, and items of 
income, gain, loss, or deduction in whatever manner it determines appropriate 
so that, after such offsetting allocations are made, each Capital Account 
balance is, to the extent possible, equal to the Capital Account balance such 
Partner would have had if the Regulatory Allocations were not part of the 
Agreement and all items were allocated pursuant to Sections 11.01A and 11.02.  
In exercising its discretion under this Section 11.08, the General Partners 
shall take into account future Regulatory Allocations under Section 11.07 
that, although not yet made, are likely to offset other Regulatory Allocations 
previously made under Sections 11.01B and 11.01C. 

	Section 11.09.  Partners' Partnership Non-recourse Liabilities.  For 
purposes of Code Section 752, each Partner's share of Partnership non-recourse 
liabilities shall be determined in accordance with Treasury Regulation 1.752-
3(a) or successor regulation.  In this connection, for purposes of determining 
each Partner's proportionate share of the excess non-recourse liabilities of 
the Partnership pursuant to Treasury Regulation 1.752-3(a), the Investment 
Partnership shall have a 99% interest in Partnership Taxable Income or profits 
and the General Partner shall have a 1% interest in Partnership Taxable Income 
or profits.  

	Section 11.10.  Tax Allocations:  Code Section 704(c).  In accordance 
with Code Section 704(c) and the Treasury Regulations thereunder, income, 
gain, loss, and deduction with respect to any property contributed to the 
capital of the Partnership shall be allocated among the Partners so as to take 
account of any variation between the adjusted basis of such property to the 
Partnership for federal income tax purposes and its initial Gross Asset Value 
(computed in accordance with Section 11.12 hereof).

	In the event the Gross Asset Value of any Partnership properties is 
adjusted pursuant to Section 11.12 hereof, subsequent allocations of income, 
gain, loss, and deduction with respect to such asset shall take into account 
any variation between the adjusted basis of such asset for federal income tax 
purposes and its Gross Asset Value in the same manner as under Code Section 
704(c) and the Treasury Regulations thereunder.

	Any elections or other decisions relating to such allocations shall be 
made by the Managing General Partner with the Consent of the Limited Partner, 
in any manner that reasonably reflects the purpose and intention of this 
Agreement.  Allocations pursuant to this Section are solely for purposes of 
federal, state, and local taxes and shall not affect, or in any way be taken 
into account in computing, any Partner's Capital Account or share of Book 
Profits and Losses, other items, or distributions pursuant to any provision of 
this Agreement.



	11.11.  Tax Matters Partner.

	A.	The General Partner is hereby designated as Tax Matters Partner of 
the Partnership, and shall engage in such undertakings as are required of the 
Tax Matters Partner of the Partnership, as provided in regulations pursuant to 
Section 6231 of the Code.  Each Partner, by its execution of this Agreement, 
Consents to such designation of the Tax Matters Partner and agrees to execute, 
certify, acknowledge, deliver, swear to, file and record at the appropriate 
public offices such documents as may be necessary or appropriate to evidence 
such Consent.

	B.	The Tax Matters Partner is hereby authorized, but not required:

		(a)	to enter into any settlement with the Internal Revenue 
Service or the Secretary with respect to any tax audit or judicial review, in 
which agreement the Tax Matters Partner may expressly state that such 
agreement shall bind the other Partners, except that such settlement agreement 
shall not bind any Partner who (within the time prescribed pursuant to the 
Code and regulations thereunder) files a statement with the Secretary 
providing that the Tax Matters Partner shall not have the authority to enter 
into a settlement agreement on behalf of such Partner;

		(b)	in the event that a notice of a final administrative 
adjustment at the Partnership level of any item required to be taken into 
account by a Partner for tax purposes (a "final adjustment") is mailed to the 
Tax Matters Partner, to seek judicial review of such final adjustment, 
including the filing of a petition for readjustment with the Tax Court, the 
District Court of the United States for the district in which the 
Partnership's principal place of business is located, or the United States 
Claims Court;

		(c)	to intervene in any action brought by any other Partner for 
judicial review of a final adjustment;

		(d)	to file a request for an administrative adjustment with the 
Internal Revenue Service at any time and, if any part of such request is not 
allowed by the Internal Revenue Service, to file a petition for judicial 
review with respect to such request;
 
		(e)	to enter into an agreement with the Internal Revenue Service 
to extend the period for assessing any tax which is attributable to any item 
required to be taken into account by a Partner for tax purposes, or an item 
affected by such item; and

		(f)	to take any other action on behalf of the Partners or the 
Partnership in connection with any administrative or judicial tax proceeding 
to the extent permitted by applicable law or regulations.

	C.	The Partnership shall indemnify and reimburse the Tax Matters 
Partner for all expenses, including legal and accounting fees, claims, 
liabilities, losses and damages incurred in connection with any administrative 
or judicial proceeding with respect to the tax liability of the Partners.  The 
payment of all such expenses (including any reimbursement of the Tax Matters 
Partner for expenses that it may incur under the following sentence) shall be 
made before any distributions are made or any discretionary reserves are set 
aside by the General Partner. In the event that funds are not available from 
the Partnership for such expenses, the General Partner shall have the 
obligation to provide funds for such purpose.  The taking of any action and 
the incurring of any expense by the Tax Matters Partner in connection with any 
such proceeding, except to the extent required by law, is a matter in the sole 
discretion of the Tax Matters Partner and the provisions on limitations of 
liability of the General Partner and indemnification set forth in Section 8.07 
of this Agreement shall be fully applicable to the Tax Matters Partner in its 
capacity as such.

	11.12.  Capital Accounts.

	A.	A Capital Account shall be maintained on the books of the 
Partnership for each Partner, which shall be (i) credited with its Capital 
Contributions and the amount of any Partnership liabilities that are assumed 
by such Partner or that are secured by any Partnership property distributed to 
such Partner; (ii) credited with its distributive share of Taxable Income and 
any income of the Partnership that is exempt from federal income tax and not 
otherwise taken into account in computing Taxable Income; (iii) charged with 
its distributive share of Tax Losses and any nondeductible expenditures of the 
Partnership (including Syndication Expenses) described in Code Section 
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to 
Treasury Regulation Section 1.704-1(b)(2)(iv)(i) and not otherwise taken into 
account under this Section 11.12; and (iv) charged with any distributions to  
it and with the amount of any liabilities of such Partner that are assumed by 
the Partnership or that are secured by any property contributed by such 
Partner to the Partnership.

	In the case of property other than cash contributed to the Partnership 
or distributed to a Partner, each Partner's Capital Account will be credited 
with the Gross Asset Value of property contributed to the Partnership (net of 
liabilities assumed by the Partnership and liabilities to which such 
contributed property is subject) and shall be debited with the cash and the 
Gross Asset Value of property distributed to it (net of liabilities assumed by 
such Partner and liabilities to which such distributed property is subject).  
In the event the Gross Asset Values of Partnership assets are adjusted 
pursuant to Section 11.12B hereof, the Capital Accounts of all Partners shall 
be adjusted simultaneously to reflect the aggregate net adjustment as if the 
Partnership recognized gain or loss equal to the amount of such aggregate net 
adjustment.

	Upon the sale, exchange or other transfer of an Interest, or the 
assignment of such Interest to a new Partner, the Capital Account of the 
transferor Partner shall carry over to the transferee Partner.

	B.	For purposes of determining and maintaining the Partners' Capital 
Accounts, the Gross Asset Value of Partnership assets shall be adjusted as 
follows:

		(i)	The initial Gross Asset Value of any asset contributed by a 
Partner to the Partnership shall be the gross fair market value of such asset, 
as determined by the contributing Partner and the Partnership;

		(ii)	The Gross Asset Values of all Partnership assets shall be 
adjusted to equal their respective gross fair market values, as determined by 
the General Partners, as of the following times:  (a) the acquisition of an 
additional Interest in the Partnership by any new or existing Partner in 
exchange for more than a de minimis Capital Contribution; (b) upon liquidation 
of the Partnership, or upon the distribution by the Partnership to a Partner 
of more than a de minimis amount of money or other Partnership property to a 
retiring or continuing Partner as consideration for an Interest in the 
Partnership; or (c) under generally accepted industry accounting practices, 
provided substantially all of the Partnership's property (excluding money) 
consists of stock, securities, commodities, options, warrants, futures, or 
similar instruments that are readily tradeable on an established securities 
market; and

		(iii)	If the Gross Asset Value of an asset has been determined or 
adjusted pursuant to subsection (i) or (ii) of this Section 11.12B, such Gross 
Asset Value shall thereafter be adjusted by the Book Depreciation taken into 
account with respect to such asset for purposes of computing Book Profits and 
Losses, as set forth in Section 11.12B.

	C.	For purposes of determining and maintaining the Partners' Capital 
Accounts and the computation of Book Profits and Losses only, the following 
adjustments shall be made to the calculation of Taxable Income and Tax Losses 
reflected in the Partners' Capital Accounts:

		(i)	Gain or loss resulting from any disposition of Partnership 
property with respect to which gain or loss is recognized for federal income 
tax purposes shall be computed by reference to the Gross Asset Value of the 
property disposed of, notwithstanding that the adjusted tax basis of such 
property differs from its Gross Asset Value; 

		(ii)	In lieu of the depreciation, amortization, and other cost 
recovery deductions taken into account in computing such Taxable Income or Tax 
Losses, there shall be taken into account Book Depreciation for such fiscal 
year or other period, computed as hereinafter set forth;

		(iii)	For this purpose, "Book Depreciation" means, for each fiscal 
year or other period, an amount equal to the depreciation, amortization, or 
other cost recovery deduction allowable with respect to an asset for such year 
or other period, except that if the Gross Asset Value of an asset differs from 
its adjusted basis for federal income tax purposes at the beginning of such 
year or other period, Book Depreciation shall be an amount which bears the 
same ratio to such beginning Gross Asset Value as the federal income tax 
depreciation, amortization, or other cost recovery deductions for such year or 
other period bears to such beginning adjusted tax basis; and

		(iv)	Allocations of Book Profits and Losses among the Partners 
shall be made in accordance with the provisions of this Article XI respecting 
allocations of Taxable Income and Tax Losses among the Partners.

11.13.  Authority of General Partner to Vary Allocations to 
Preserve and Protect Partner's Intent.

		(a)	It is the intent of the Partners that each Partner's 
distributive share of income, gain, loss, deduction, or credit (or item 
thereof) shall be determined and allocated in
accordance with this Article XI to the fullest extent permitted by Section 
704(b) of the Code.  In order to preserve and protect the determinations and 
allocations provided for in this Article XI, the General Partner hereby is 
authorized and directed to allocate income, gain, loss, deduction, or credit 
(or item thereof) arising in any year differently than otherwise provided for 
in this Article XI to the extent that allocating income, gain, loss, deduction 
or credit (or item thereof) in the manner provided for in Article XI would 
cause the determinations and allocations of each Partner's distributive share 
of income, gain, loss, deduction, or credit (or item thereof) not to be 
permitted by Section 704 (b) of the Code and Treasury Regulations promulgated 
thereunder.  Any allocation made pursuant to this Section 11.13 shall be 
deemed to be a complete substitute for any allocation otherwise provided for 
in this Article XI and no amendment of this Agreement or approval of any 
Partner shall be required.

		(b)	In making any allocation (the "new allocation") under 
Section 11.13(a), the General Partner is authorized to act only after having 
been advised by the Accountants that, under Section 704(b) of the Code and the 
Treasury Regulations thereunder, (i) the new allocation is necessary, and (ii) 
the new allocation is the minimum modification of the allocations otherwise 
provided for in this Article XI necessary in order to assure that, either in 
the then current year or in any preceding year, each Partner's distributive 
share of income, gain, loss, deduction, or credit (or item thereof) is 
determined and allocated in accordance with this Article XI to the fullest 
extent permitted by Section 704(b) of the Code and the Treasury Regulations 
thereunder.

		(c)	If the General Partner is required by Section 11.13(a) to 
make any new allocation in a manner less favorable to any Partner than is 
otherwise provided for in this Article XI, then the General Partner is 
authorized and directed, only after having been advised by the Accountants 
that it is permitted by Section 704(b) of the Code, to allocate income, gain, 
loss, deduction, or credit (or item thereof) arising in later years in such 
manner so as to bring the allocations of income, gain, loss, deduction, or 
credit (or item thereof) to such Partner as nearly as possible to the 
allocations thereof otherwise contemplated by this Article XI.

		(d)	New allocations made by the General Partner under Section 
11.13(a) and Section 11.13(c) in reliance upon the advice of the Accountants 
shall be deemed to be made pursuant to the fiduciary obligation of the General 
Partner to the Partnership and the Limited Partners, and no such allocation 
shall give rise to any claim or cause of action by any Limited Partner.



ARTICLE XII
SALE, DISSOLUTION AND LIQUIDATION

	12.01.  Dissolution of the Partnership.  The Partnership shall be 
dissolved upon the earlier of the expiration of the term of the Partnership, 
or upon:

	(a)	subject to Section 6.03, the withdrawal, Bankruptcy, death, 
dissolution or adjudication of incompetency of a General Partner who is at 
that time the sole General Partner;

	(b)	the sale or other disposition of all or substantially all of the 
assets of the Partnership;

	(c)	the election by the General Partner, with the Consent of BCTC 94, 
Inc; or

	(d)	any other event causing the dissolution of the Partnership under 
the laws of the State.

	12.02.  Winding Up and Distribution.

	(a)	In the event of dissolution and termination of the 
Partnership, a full accounting of the assets and liabilities shall be taken, 
and the assets shall be distributed in accordance with this Section 12.02 as 
follows, after taking into account all other allocations and distributions 
under this Agreement for the Fiscal Year, including, without limitation, the 
allocations under Article XI hereof:

		(A)	To the payment of all debts and liabilities of the 
Partnership then due (including fees and loans payable to Partners);

		(B)	To the setting up of any reserves that the Liquidator may 
deem reasonably necessary for any contingent or unforeseen liabilities or 
obligations of the Partnership; and

		(C)	To the Partners, in an amount equal to the positive balances 
in their Capital Accounts.

	If a General Partner has a negative Capital Account balance following 
the liquidation of the Partnership or of a General Partner's Interest in the 
Partnership within the meaning of Treasury Regulation Section 1.704-
1(b)(ii)(g), such General Partner shall pay to the Partnership in cash an 
amount equal to the lesser of (a) the negative balance in such General 
Partner's Capital Account or (b) its ratable share (based on its share of the 
aggregate General Partner interest in the Partnership) of the excess of 1.01% 
of the Capital Contributions of the Limited Partners over the Capital 
Contributions previously made by the General Partners.   Amounts contributed 
to the Partnership in respect of the General Partner's obligation to restore 
negative Capital Account Balances shall be paid to creditors of the 
Partnership or distributed to the other Partners in accordance with their 
positive Capital Account balances, if any, as of the date of liquidation.


		(b)	The Liquidator shall file all certificates and notices of 
the dissolution of the Partnership required by law. The Liquidator shall 
proceed without any unnecessary delay to sell and otherwise liquidate the 
Partnership's property and assets; provided, however, that if the Liquidator 
shall determine that an immediate sale of part or all of the Partnership 
property would cause undue loss to the Partners, then in order to avoid such 
loss, the Liquidator may, except to the extent provided by the Act, defer the 
liquidation as may be necessary to satisfy the debts and liabilities of the 
Partnership to Persons other than the Partners.  Upon the complete liquidation 
and distribution of the Partnership assets, the Partners shall cease to be 
Partners of the Partnership, and the Liquidator shall execute, acknowledge and 
cause to be filed all certificates and notices required by the law to 
terminate the Partnership.

		(c)	Upon the dissolution of the Partnership pursuant to Section 
12.01, the Accountants shall promptly prepare, and the Liquidator shall 
furnish to each Partner, a statement setting forth the assets and liabilities 
of the Partnership upon its dissolution.  Promptly following the complete 
liquidation and distribution of the Partnership property and assets, the 
Accountants shall prepare, and the Liquidator shall furnish to each Partner, a 
statement showing the manner in which the Partnership assets were liquidated 
and distributed.

ARTICLE XIII
BOOKS AND RECORDS, ACCOUNTING
TAX ELECTIONS, ETC.

	13.01.  Books and Records.  The books and records of the Partnership 
shall be maintained on an accrual basis in accordance with sound federal 
income tax accounting principles.  These and all other records of the 
Partnership, including information relating to the status of the Apartment 
Complex, information with respect to the sale by the General Partner or any 
Affiliate of goods or services to the Partnership, and any information 
required to be maintained by the Act or any governmental agencies having 
jurisdiction, shall be kept at the principal office of the Partnership and 
shall be available for examination there by any Partner, or his duly 
authorized representative, at any and all reasonable times.  Any Partner, or 
his duly authorized representative, upon paying the costs of collection, 
duplication and mailing, shall be entitled to a copy of the list of names and 
addresses of the Limited Partners and of any of the books and records of the 
Partnership.

	13.02.  Bank Accounts.  All funds of the Partnership not otherwise 
invested shall be deposited in one or more accounts maintained in such banking 
institutions as the General Partner shall determine, and withdrawals shall be 
made only in the regular course of Partnership business on such signature or 
signatures as the General Partner may, from time to time, determine.  No funds 
of the Partnership shall be deposited in any financial institution in which 
any Partner is an officer, director or holder of any proprietary interest.

	13.03.  Accountants.  The Accountants shall annually prepare for 
execution by the General Partner all tax returns of the Partnership, shall 
annually audit the books of the Partnership, and shall certify, in accordance 
with generally accepted accounting principles, a balance sheet, a profit and 
loss statement, and a cash flow statement.  With respect to each fiscal year 
during the Partnership's operations, at such time as the Accountants shall 
have prepared the proposed tax return for such year, the Accountants shall 
provide copies of such proposed tax return to the Investment Partnership and 
to its accountants, Reznick, Fedder & Silverman, of Bethesda, Maryland, for 
their review and comment.  Any comments and/or changes in such proposed tax 
return reasonably recommended by the Investment Partnership's accountants 
shall be taken into account and made by the Accountants prior to the 
completion of such tax return for execution by the General Partner.  The 
Partnership shall reimburse Boston Capital Communications Limited Partnership, 
an affiliate of the Investment Partnership, for its expenses incurred in 
causing the Partnership's proposed tax return to be reviewed by the Investment 
Partnership's accountants, if and to the extent that such review results in 
material modifications to such proposed tax return.  A full detailed statement 
shall be furnished to all Partners, showing such assets, properties, and net 
worth and the profits and losses of the Partnership for the preceding fiscal 
year.  All Partners shall have the right and power to examine and copy, at any 
and all reasonable times, the books, records and accounts of the Partnership.

	13.04.  Reports to Partners.

		(a)	Within thirty (30) days of the date of Substantial 
Completion, the General Partner shall cause to be prepared and distributed to 
the Investment Partnership, a Credit Basis Worksheet for each building, and in 
the form specified by Boston Capital.

		(b)	The General Partner shall cause to be prepared and 
distributed to all persons who were Partners at any time during a fiscal year 
of the Partnership; provided; however, that the Class A Limited Partner shall 
only be entitled to receive the report referenced in Section 13.04(b)(ii) 
below and no other reports except as required by the Act.

		(i)	By March 1 of the year after the end of each fiscal year of 
the Partnership, (A) an audited financial statement which includes a balance 
sheet as of the end of such fiscal year and statements of income, Partners' 
equity, and changes in financial position and a Cash Flow statement, for the 
year then ended, all of which, except the Cash Flow statement, shall be 
prepared in accordance with generally accepted accounting principles and 
accompanied by an auditor's report containing an opinion of the Accountants, 
and (B) a report of the activities of the Partnership during the period 
covered by the report.  Such report shall set forth distributions to Limited 
Partners for the period covered thereby and shall separately identify 
distributions from: (1) Cash Flow from operations during the period, (2) Cash 
Flow from operations during a prior period which had been held as reserves, 
(3) proceeds from disposition of the Apartment Complex or any other 
investments of the Partnership, (4) lease payments on net leases with builders 
and sellers, and (5) reserves.  With respect to any distribution to the 
Investment Partnership, the report called for shall separately identify 
distributions from (A) Cash Flow from operations during the period, (B) Cash 
Flow from operations during a prior period which had been held as reserves, 
(C) proceeds from disposition of property and investments, (D) lease payments 
on net leases with builders and sellers, (E) reserves from the gross proceeds 
of the offering originally obtained from the Investment Partnership, (F) 
borrowed monies, (G) loans or contributions from the Investment Partnership, 
and (H) transactions outside of the ordinary course of business with a 
description thereof.  If the Completion Date had not yet occurred as of 
December 31 in the year which is the subject of the report, then this Section 
13.04(a)(i) shall require only the balance sheet for the year then ended.

		(ii)	By February 7 of the year after the end of each fiscal year 
of the Partnership, all information necessary for the preparation of the 
Limited Partners' federal income tax returns, together with a draft of the 
Partnership's federal income tax return for such fiscal year.

		(iii)	Within thirty (30) days after the end of each calendar 
quarter of a fiscal year of the Partnership, a report containing:

			(A)	A balance sheet, which may be unaudited; and

			(B)	a statement of income for the quarter then ended, 
which may be unaudited; and

			(C)	A Low Income Housing Credit Monitoring form, Rent 
Rolls, Statement of Income and Expenses, Operating Statement and Occupancy 
Rental Report, all in the form specified by Boston Capital; and

			(D)	A certification that the Apartment Complex and its 
tenants are in compliance with all applicable federal and state laws and 
regulation; and

			(E)	other pertinent information regarding the Partnership 
and its activities during the quarter covered by the report.

	(c)	Within ninety (90) days after the end of each fiscal year of the 
Partnership the General Partner shall provide to the Investment Partnership:

  		(i)	A certification by the General Partner that (A) all Mortgage 
Loan payments and taxes and insurance payments with respect to the Apartment 
Complex are current as of the date of the year-end report, (B) to the best of 
the General Partner's knowledge and belief there is no default under the 
Project Documents or this Agreement, or if there is any default, a description 
thereof, and (C) to the best of the General Partner's knowledge and belief 
there is no building, health or fire code violation or similar violation of a 
governmental law, ordinance or regulation against the Apartment Complex or, if 
there is any violation, a description thereof;

		(ii)	the information specified in Section 13.04(b);

		(iii)	to the extent not previously disclosed in a report required 
hereunder a descriptive statement of all transactions during the fiscal year 
between the Partnership and the General Partner and/or any Affiliates, 
including the nature of the transaction and the payments involved (including 
accrued cash or other payments);

		(iv)	a Cash Flow statement; and

		(v)	if required, a copy of the annual report to be filed with 
the United States Treasury concerning the status of the Apartment Complex as 
low income housing and, if required, a certificate to the Agency concerning 
the same.

	(d)	Upon the written request of the Investment Partnership for further 
information with respect to any matter covered in items (a) or (b) above, the 
General Partner shall utilize its best efforts to furnish such information 
within thirty (30) days of receipt of such request.

	(e)	Prior to November 1 of each year commencing in 1998, the General 
Partner, on behalf of and at the expense of the Partnership, shall send to the 
Investment Partnership an estimate of the Investment Partnership's share of 
the Tax Credits, identified by building, and of profits and losses of the 
Partnership for federal income tax purposes for the current fiscal year, all 
in the form specified by Boston Capital.  Such estimate shall be prepared by 
the General Partner and the Accountants.

	(f)	Within fifteen (15) days after the end of any calendar month 
during which

  		(i)	there is a material default by the Partnership under the 
Project Documents or in payment of any mortgage, taxes, interest or other 
obligation on secured or unsecured debt,

		(ii)	any reserve has been reduced or terminated by application of 
funds therein for purposes materially different from those for which such 
reserve was established,

		(iii)	the General Partner has received any notice of a material 
fact which may substantially affect further distributions, or

		(iv)	any Partner has pledged or collateralized his Interest in 
the Partnership, the General Partner shall send the Investment Partnership a 
detailed report of such event.

	(g)	On or before the Admission Date, the General Partner, on behalf of 
the Partnership, shall send to the Investment Partnership a copy of all 
requests for disbursements or other extensions of credit under the Mortgage 
Loan which have been submitted to the Lender prior to the Admission Date.  
After the Admission Date, the General Partner, on behalf of the Partnership, 
shall send to the Investment Partnership, on or before the tenth day of each 
month, a copy of (i) all reports required by the Agency, filed the previous 
month and covering the status of project operations and (ii) each request for 
a disbursement or other extensions of credit under the Mortgage Loan submitted 
to the Lender during the previous month.  In addition, within thirty (30) days 
after the occurrence of Substantial Completion, the General Partner, on behalf 
of the Partnership, shall prepare and send to the Investment Partnership a 
Credit Basis Worksheet for each building within the Apartment Complex, in the 
format provided by Boston Capital.  The General Partner shall provide to the 
Investment Partnership such other reports from time to time as may be 
reasonably required by the Investment Partnership with the reasonable consent 
of the General Partner or by federal or state agencies having jurisdiction.

	(h)	(i)  In the event that, and in such circumstances beyond the 
control of the General Partner, the reports or information provided for in 
Sections 13.04 (b)(i) and/or 13.04(b)(ii) above are, at any time, not provided 
within the time period(s) specified in such Sections, the General Partner 
shall be obligated to pay to the Investment Partnership the sum of $100 per 
day, as liquidated damages, for each day from the date upon which such reports 
or information is(are) due pursuant to the provisions of the aforesaid 
Sections until the date upon which such reports or information is (are) 
provided.  This penalty, however, may be waived by the Investment Partnership 
in the event such failure is due to circumstances not within the General 
Partner's control.
		(ii)	In the event that the reporting requirements set forth in 
any of the above provisions of this Section 13.04 are not met, the Investment 
Partnership, in its reasonable discretion, may direct the General Partner to 
dismiss the Accountants, and to designate successor Accountants, subject to 
the approval of the Investment Partnership; provided, however, that if the 
General Partner and the Investment Partnership cannot agree on the designation 
of successor Accountants, the successor Accountants shall be designated by the 
Investment Partnership in its sole discretion.  These costs shall not exceed 
the average of three bids from qualified Accountants obtained by the General 
Partner.  The Investment Partnership shall give the General Partner at least 
60 days' Notice of any material change in the reporting requirements set forth 
herein.

	13.05.  Section 754 Elections.  In the event of a transfer of all or any 
part of the Interest of a General Partner or of a Limited Partner, the 
Partnership may elect, pursuant to Sections 743 and 754 of the Code (or any 
corresponding provision of succeeding law), to adjust the basis of the 
Partnership property if, in the opinion of the Investment Partnership, based 
upon the advice of the Accountants, such election would be most advantageous 
to the Investment Partnership.  Each Partner agrees to furnish the Partnership 
with all information necessary to give effect to such election.

	13.06.  Fiscal Year and Accounting Method.  The fiscal year of the 
Partnership shall be the calendar year.  All Partnership accounts shall be 
determined on the accrual basis.

ARTICLE XIV
AMENDMENTS

	14.01.  Proposal and Adoption of Amendments.  This Agreement may be 
amended, after giving 20 days' Notice to the Partners hereunder (a) by the 
General Partner with the Consent of the Investment Partnership, which Consent 
(except in the case of any proposed amendment which the Investment Partnership 
reasonably determines to be adverse to their interests as Partners) shall not 
be unreasonably withheld or (b) by the Investment Partnership without the 
Consent of the General Partner, (except in the case of any proposed amendment 
which the General Partner reasonably determines to be adverse to its interest 
as Partner, and if such Consent is required by the foregoing), which Consent 
shall not be unreasonably withheld or delayed).  In determining whether or not 
to give its Consent to an amendment prepared by the Investment Partnership, 
the General Partner agrees to take into account the investment objectives of 
the Investment Partnership. 

ARTICLE XV
CONSENTS, VOTING AND MEETINGS

	15.01.  Method of Giving Consent.  Any Consent required by this 
Agreement may be given by a written Consent given by the consenting Partner 
and received by the General Partner at or prior to the doing of the act or 
thing for which the Consent is solicited.

	15.02.  Submissions to Limited Partners.  The General Partner shall give 
the Limited Partners Notice of any proposal or other matter required by any 
provision of this Agreement or by law to be submitted for consideration and 
approval of the Limited Partners.  Such Notice shall include any information 
required by the relevant provision or by law.

	15.03.  Meetings; Submission of Matter for Voting.  Subject to the 
provisions of Section 10.01, a majority in Interest of the Limited Partners 
shall have the authority to convene meetings of the Partnership and to submit 
matters to a vote of the Partners.

15.04.  Appointment of General Partner as Attorney-in-Fact.

	A.  The Class A Limited Partner hereby irrevocably appoints and empowers 
the General Partner, the manager of such General Partner, and the President, 
each Vice-President, the Treasurer and Clerk of any corporate manager, as his 
true and lawful attorney-in-fact, with full power of substitution, in his 
name, place and stead, to make, execute, sign, acknowledge, swear to, verify, 
deliver, file, record and publish the following documents:

		(a)  Any certificate, instrument or document which the General 
Partners believe is necessary or appropriate to be filed by the Partnership 
under the laws of any state or by any governmental agency;

		(b)  Any certificate, instrument or document which may be required 
to effect the continuation of the Partnership, the withdrawal of a Limited 
Partner, the admission of a Limited Partner or the dissolution and termination 
of the Partnership, provided such continuation, admission, dissolution and 
termination is in accordance with the terms of this Agreement; and

		(c)  Any amendment to this Agreement made in accordance with 
Section 14.01.

ARTICLE XVI
GENERAL PROVISIONS

	16.01.  Burden and Benefit.  The covenants and agreements contained 
herein shall be binding upon and inure to the benefit of the heirs, executors, 
administrators, successors and assigns of the respective parties hereto.

	16.02.  Applicable Law.  This Agreement shall be construed and enforced 
in accordance with the laws of the State.

	16.03.  Counterparts.  This Agreement may be executed in several 
counterparts, each of which shall be deemed to be an original copy and all of 
which together shall constitute one agreement binding on all parties hereto, 
notwithstanding that all the parties shall not have signed the same 
counterpart.

	16.04.  Separability of Provisions.  Each provision of this Agreement 
shall be considered separable and if for any reason any provision which is not 
essential to the effectuation of the basic purposes of this Agreement is 
determined to be invalid and contrary to any existing or future law, such 
invalidity shall not impair the operation of or affect those provisions of 
this Agreement which are valid.

	16.05.  Entire Agreement.  This Agreement and the ancillary agreements 
executed in connection herewith set forth all (and is intended by all parties 
to be an integration of all) of the representations, promises, agreements and 
understandings among the parties hereto with respect to the Partnership, the 
Partnership business and the property of the Partnership, and there are no 
representations, promises, agreements or understandings, oral or written, 
express or implied, among them other than as set forth or incorporated herein.

	16.06.  Liability of the Investment Partnership. Notwithstanding 
anything to the contrary contained herein, neither the Investment Partnership 
nor any of its partners, general or limited, shall have any personal liability 
to any of the parties to this Agreement with regard to the representations and 
covenants extended, or the obligations undertaken, by the Investment 
Partnership under this Agreement.  In the event that the Investment 
Partnership shall be in default under any of the terms of this Agreement, the 
sole recourse of any party hereto for any indebtedness due hereunder, or for 
any damages resulting from any such default by the Investment Partnership, 
shall be against the capital contributions of the investor limited partners of 
the Investment Partnership allocated to, and remaining for investment in, the 
Partnership; provided however, that under no circumstances shall the liability 
of the Investment Partnership for any such default be in excess of the 
aggregate of: (a) the amount of Capital Contribution payable by the Investment 
Partnership to the Partnership, under the terms of this Agreement, at the time 
of such default, and (b) an amount equal to reasonable attorneys' fees 
reasonably and necessarily incurred by the General Partners in obtaining 
payment of any Installment(s) not made by the Investment Partnership when due 
and payable pursuant to the provisions of this Agreement.

	16.07.  Environmental Protection.

		(a)	The General Partner represents and warrants that (i) it has 
no actual knowledge of any deposit, storage, disposal, burial, discharge, 
spillage, uncontrolled loss, seepage or filtration of any Hazardous Substances 
at, upon, under or within the Land or any contiguous real estate, and (ii) it 
has not caused or permitted to occur, and shall not permit to exist, any 
condition which may cause a discharge of any Hazardous Substances at, upon, 
under or within the Land or on any contiguous real estate.

		(b)	The General Partner further represents and warrants that 
neither it nor any of its Affiliates (i) has been, or will be involved in 
operations at or, pursuant to its best efforts, near the Land, which 
operations could lead to (A) the imposition of liability under the Hazardous 
Waste Laws on the Partnership or on any other subsequent or former owner of 
the Land or (B) the creation of a lien on the Land under the Hazardous Waste 
Laws or under any similar laws or regulations; and (ii) has permitted, or will 
permit, any tenant or occupant of the Apartment Complex to engage in any 
activity that could impose liability under the Hazardous Waste Laws on such 
tenant or occupant, on the Land or on any other owner of the Apartment 
Complex.

		(c)	The General Partner shall comply strictly and in all 
respects with the requirements of the Hazardous Waste Laws and related 
regulations and with all similar laws and regulations.

		(d)	The General Partner, shall at all times indemnify and hold 
harmless the Investment Partnership against and from any and all claims, 
suits, actions, debts, damages, costs, charges, losses, obligations, 
judgments, and expenses, of any nature whatsoever, suffered or incurred by the 
Investment Partnership, under or on account of the Hazardous Waste Laws or any 
similar laws or regulations, including the assertion of any lien thereunder, 
except for claims, suits, actions, debts, damages, costs, charges, losses, 
obligations, judgments, or expenses arising from the Investment Partnership's 
own gross negligence, willful misconduct or fraud.  

		(e)	For purposes of this Section 16.07, "Hazardous Substances" 
means oil, petroleum or chemical liquids or solids, liquid or gaseous products 
or any hazardous wastes or hazardous substances, as those terms are used in 
the Hazardous Waste Laws; and "Hazardous Waste Laws" means the Comprehensive 
Environmental Response, Compensation, and Liability Act of 1980, and any other 
federal, state or local law governing Hazardous Substances, as such laws may 
be amended from time to time.

	16.08.  Notices to the Investment Partnership.  Any Notice required by 
the provisions of this Agreement to be given to the Investment Partnership 
shall be addressed as follows:

			Boston Capital Tax Credit Fund IV, L.P.
			c/o Boston Capital Partners, Inc.
			One Boston Place, 21st Floor
			Boston, Massachusetts 02210
			ATTN: Samuel F. Guagliano, Assistant Vice President, 
Acquisitions

And a copy to:		Hinckley, Allen & Snyder
			One Financial Center
			Suite 4600
			Boston,  MA  02111-2625
			ATTN:  Kristin A. DeKuiper, Esq.



	16.09.  Notices to the General Partner.  Any Notice required by the 
provisions of this Agreement to be given to the General Partner shall be 
addressed as follows:

			Hanover Towers of Massachusetts LLC
			One Boston Place
			Suite 2100
			Boston, MA 02108
			ATTN:  Christopher W. Collins

And a copy to: 	Peabody & Brown
			101 Federal Street
			Boston, MA 02110
			ATTN:  Paul E. Bouton, P.C.
	
	16.10.  Withdrawal of Initial Limited Partner.  First Atlantic hereby 
withdraws as the Initial Limited Partner of the Partnership.

	16.11.  Lender Requirements.  See Exhibit B attached hereto and made a 
part hereof.


[SIGNATURES APPEAR ON NEXT PAGE]




	IN WITNESS WHEREOF, the parties have affixed their signatures and seals 
to this Amended and Restated Agreement of Limited Partnership of Butler 
Street/Hanover Towers Limited Partnership as of the date first written above.

                       					GENERAL PARTNER:

                            HANOVER TOWERS OF MASSACHUSETTS LLC

                            By:  FIRST ATLANTIC HOUSING, INC., its    
                                  Manager
	

	                            By:  /s/ Elizabeth R. Collins
		                                Elizabeth R. Collins
                                	 Vice President


                              INVESTMENT PARTNERSHIP:

                              BOSTON CAPITAL TAX CREDIT FUND IV L.P.

                             	By:  Boston Capital Associates IV L.P., 
                                   its General Partner

                                	By: C&M Associates d/b/a Boston 
                                     Capital 	Associates, its general partner


_________________________	          By:  /s/ Bonnie Kate Fox
Witness	                               Bonnie Kate Fox, as Attorney-
                                	      in-Fact of John P. Manning,
                                	      Partner

                            	GUARANTORS:

                       						FIRST ATLANTIC HOUSING, INC.


________________________		   By:  /s/ Elizabeth R. Collins
Witness	                        Elizabeth R. Collins
                               	Vice President



________________________		    /s/ Michael A. Liberty
Witness					                  MICHAEL A. LIBERTY


                               AMERICAN HOUSING PRESERVATION CORPORATION


________________________		     By: ____________________________
Witness	                           Name:
                                  	Title:

                             	SPECIAL LIMITED PARTNER:

                             	BCTC 94, INC.


___________________________ 	By:  /s/ Bonnie Kate Fox
Witness	                         Bonnie Kate Fox, Attorney-
                               	 in-Fact for John P. Manning, President

                       						CLASS A LIMITED PARTNER

                             MERIDEN HOUSING PRESERVATION LIMITED 
                             PARTNERSHIP 

                      						By:  MHP Corporation, its general partner


____________________________		By:___________________________
Witness                					     Name:
						                           Title:

                            	WITHDRAWING LIMITED PARTNER:

                            	FIRST ATLANTIC HOUSING, INC.


____________________________ 	By:   /s/ Elizabeth R. Collins
Witness                             	Elizabeth R. Collins
                                   	Vice President


EXHIBIT A

Post-Closing Conditions

[Refer to that certain Post-Closing Letter dated as of the date hereof, 
which is incorporated herein by reference]

EX-10

BOSTON CAPITAL TAX CREDIT FUND IV L.P.

_______________________________________


CERTIFICATION AND AGREEMENT
for
BUTLER STREET/HANOVER TOWERS LIMITED PARTNERSHIP

_______________________________________



	CERTIFICATION AND AGREEMENT made as of February 25, , 1997, by Butler 
Street/Hanover Towers Limited Partnership, a Connecticut limited partnership 
(the "Operating Partnership"); Hanover Towers of Massachusetts LLC, a 
Connecticut limited liability company (the "Operating General Partner"); for 
the benefit of BOSTON CAPITAL TAX CREDIT FUND IV L.P., a Delaware limited 
partnership (the "Investment Partnership"), BCTC 94, Inc., a Delaware 
corporation (the "Special Limited Partner"), Hinckley, Allen & Snyder, Peabody 
& Brown, Tobin, Carberry, O'Malley, Riley & Selinger, PC and certain other 
persons or entities described herein.  The Investment Partnership and the 
Special Limited Partner shall hereinafter be referred to as the "Limited 
Partners";

	WHEREAS, the Operating Partnership proposes to admit the Limited 
Partners as the additional limited partners thereof pursuant to the Amended 
and Restated Agreement of Limited Partnership of the Operating Partnership 
dated as of February __, 1997 (the "Operating Partnership Agreement"), in 
accordance with which the Special Limited Partner will make a capital 
contribution of $10 to the Operating Partnership and the Investment 
Partnership will make certain capital contributions to the Operating 
Partnership;

	WHEREAS, the Limited Partners have relied upon certain information and 
representations described herein in evaluating the merits of investment by the 
Limited Partners in the Operating Partnership;

	WHEREAS, Hinckley, Allen & Snyder, as counsel for the Limited Partners, 
will rely upon such information and representations in connection with its 
delivery of certain opinions with respect to this transaction; and

	WHEREAS, Peabody & Brown and Tobin, Carberry, O'Malley, Riley & 
Selinger, PC, as counsel for the Operating Partnership and the Operating 
General Partner, will rely upon such information and representations in 
connection with its delivery of certain opinions with respect to this 
transaction.

	NOW, THEREFORE, to induce the Limited Partners to enter into the 
Operating Partnership Agreement and become the limited partners of the 
Operating Partnership, and for $1.00 and other good and valuable 
consideration, the receipt and adequacy of which are hereby acknowledged, the 
Operating Partnership and the Operating General Partner hereby agree as 
follows for the benefit of the Limited Partners, Hinckley, Allen & Snyder, 
Peabody & Brown, Tobin, Carberry, O'Malley, Riley & Selinger, PC and certain 
other persons hereinafter described.

1.	Representations, Warranties and Covenants of the Operating Partnership 
and the Operating General Partner

	The Operating Partnership and the Operating General Partner jointly and 
severally represent, warrant and certify to the Limited Partners, Hinckley, 
Allen & Snyder, Peabody & Brown and Tobin, Carberry, O'Malley, Riley & 
Selinger, PC, that, with respect to the Operating Partnership, as of the date 
hereof:

		1.01	The Operating Partnership is duly organized and in good 
standing as a limited partnership pursuant to the laws of the state of its 
formation with full power and authority to own the 100-unit rental housing 
project located in Meriden, Connecticut known as Hanover Towers (the 
"Apartment Complex") and conduct its business; the Operating Partnership and 
the Operating General Partner have the power and authority to enter into and 
perform this Certification and Agreement; the execution and delivery of this 
Certification and Agreement by the Operating Partnership and the Operating 
General Partner has been duly and validly authorized by all necessary action; 
the execution and delivery of this Certification and Agreement, the 
fulfillment of its terms and consummation of the transactions contemplated 
hereunder do not and will not conflict with or result in a violation, breach 
or termination of or constitute a default under (or would not result in such a 
conflict, violation, breach, termination or default with the giving of notice 
or passage of time or both) any other agreement, indenture or instrument by 
which the Operating Partnership or the Operating General Partner is bound or 
any law, regulation, judgment, decree or order applicable to the Operating 
Partnership or the Operating General Partner or any of their respective 
properties; this Certification and Agreement constitutes the valid and binding 
agreement of the Operating Partnership and the Operating General Partner, 
enforceable against each of them in accordance with its terms.

		1.02	All factual information, including without limitation the 
information set forth in Exhibit A hereto, provided to the Limited Partners or 
their affiliates either in writing or orally, did not, at the time given, and 
does not, on the date hereof, contain any untrue statement of a material fact 
or omit to state a material fact required to be stated therein or necessary to 
make the statements therein not misleading in light of the circumstances under 
which they are made.  The Operating General Partner has also delivered to the 
Limited Partners or their affiliates all documents and other information which 
has been requested by such parties.  Since the date of the financial 
statements for the Operating General Partner previously delivered, there has 
been no material adverse change in the financial position of the Operating 
General Partner.  The estimates of occupancy rates, operating expenses and tax 
credits set forth on Exhibit A are reasonable in light of the knowledge and 
experience of the Operating General Partner.

	1.03	As of the date hereof, each of the representations 
contained in Exhibit B attached hereto is true, accurate and complete as to 
both the Operating Partnership and the Operating General Partner and as to any 
of its affiliates, any of its predecessors and its affiliates' predecessors, 
any of its directors, officers, general partners and/or beneficial owners of 
ten percent (10%) or more of any class of its equity securities (beneficial 
ownership meaning the power to vote or direct the vote and/or the power to 
dispose or direct the disposition of such securities), as the case may be, and 
any promoters presently connected with it in any capacity.

	1.04	Each of the representations and warranties contained in 
the Operating Partnership Agreement is true and correct as of the date hereof.

	1.05	Each of the covenants and agreements of the Operating 
Partnership and the Operating General Partner contained in the Operating 
Partnership Agreement has been duly performed to the extent that performance 
of any covenant or agreement is required on or prior to the date hereof.

	1.06	All conditions to admission of the Limited Partners as 
limited partners of the Operating Partnership contained in the Operating 
Partnership Agreement have been satisfied.

	1.07	No default has occurred and is continuing under the 
Operating Partnership Agreement or any of the Project Documents (as such term 
is defined in the Operating Partnership Agreement) for the Operating 
Partnership.

	1.08	The Operating General Partner agrees to take all actions 
necessary to claim the Projected Credit, including, without limitation, the 
filing of Form 8609 with the Internal Revenue Service.

	1.09	No person or entity other than the Operating Partnership 
holds any equity interest in the Apartment Complex.

	1.10	The Operating Partnership has the sole responsibility to 
pay all maintenance and operating costs, including all taxes levied and all 
insurance costs, attributable to the Apartment Complex.

		1.11	The Operating Partnership, except to the extent it is 
protected by insurance and excluding any risk borne by lenders, bears the sole 
risk of loss if the Apartment Complex is destroyed or condemned or there is a 
diminution in the value of the Apartment Complex.

		1.12	No person or entity except the Operating Partnership has 
the right to any proceeds, after payment of all indebtedness, from the sale, 
refinancing, or leasing of the Apartment Complex.

		1.13	Except as previously disclosed to the Special Limited 
Partner, the Operating General Partner is not related in any manner to either 
of the Limited Partners, nor is the Operating General Partner acting as an 
agent of the Limited Partners.

		1.14	To the best of the undersigned's knowledge after due 
inquiry, and except as may have been disclosed in that certain report entitled 
"Environmental Site Assessment and Limited Environmental Compliance Review" by 
GZA GeoEnvironmental, Inc. of Vernon, Connecticut, dated February 1997, the 
Apartment Complex does not contain in a level above that deemed safe by all 
applicable governmental agencies, any substance known to be hazardous, such as 
hazardous waste, lead-based paint, asbestos, methane gas, urea formaldehyde 
insulation, oil, toxic substances, underground storage tanks, polychlorinated 
biphenals (PCBs), and radon; the Apartment Complex is not affected by the 
presence of oil, toxic substances, or other pollutants that could be a 
detriment to the Apartment Complex nor is the Operating Partnership in 
violation of any local, state, or federal law or regulation; and no violation 
of the Clean Air Act, Clean Water Act, Resource Conservation and Recovery Act, 
Toxic Substance Control Act, Safe Drinking Water Control Act, Comprehensive 
Environmental Resource Compensation and Liability Act, or Occupational Safety 
and Health Act has occurred or is continuing.  Neither the Operating 
Partnership, nor the Operating General Partner have received any notice from 
any source whatsoever of the existence of any such hazardous condition 
relating to the Apartment Complex or of any violation of any local, state or 
federal law or regulation with respect to the Apartment Complex.

		1.15	To the best of the undersigned's knowledge, based on that 
certain real estate appraisal prepared by Italia & Lemp, Inc. dated May 7, 
1997 and based upon the level of permanent debt financing for the Project, 
there is a reasonable expectation that the fair market value of the Operating 
Partnership's building(s) at the end of each year will be greater than the 
total amount of the Operating Partnership's liabilities, including accrued 
interest on such liabilities.

		1.16	[Intentionally Omitted]. 

		1.17	First Atlantic Housing, Inc., a Massachusetts 
corporation, BCP Connecticut Limited Partnership, a Massachusetts limited 
partnership and American Housing Preservation Corporation, a Maine corporation 
are the sole members of the Operating General Partner.  If any member or other 
affiliate of the Operating General Partner is a tax-exempt entity and either 
of such Operating General Partner is a "controlled entity" in relation to such 
tax-exempt entity, a timely election will be made under Code Section 
168(h)(6)(F) so that no portion of the Apartment Complex will be treated as 
"tax exempt use property" as defined in Code Section 168(h).

		1.18	All representations made by the Operating General Partner 
in the Operating Partnership Agreement are incorporated herein by reference 
and are confirmed.

		1.19	There is a reasonable expectation that the Operating 
Partnership will be able to repay, as due, the principal and interest on the 
projected loans to the Operating Partnership based on the projected value of 
the Operating Partnership's property and building(s).

		1.20	An Extended Use Commitment (as defined in the Operating 
Partnership Agreement) within the meaning of Code Section 42(h)(6) will be in 
effect and recorded in the appropriate land evidence records with respect to 
the building(s) in the Apartment Complex not later than the end of the taxable 
year in which any Tax Credit is taken with respect to any building.  If not in 
effect as of the date hereof, the Operating General Partner agree (i) to 
deliver a valid and binding Extended Use Agreement and evidence that it has 
been recorded no later than the end of the first taxable year in which any Tax 
Credit is taken with regarding to any building and (ii) to ensure that all 
Partnership lenders subordinate their mortgage liens on the Apartment Complex 
to the Extended Use Agreement at the time it is recorded.

		1.21	The amounts payable in development and property 
management fees to the Operating General Partner and its affiliates are fair 
in light of the value and magnitude of the services rendered in consideration 
for such fees, and the services performed in consideration for the development 
fees relate solely to the acquisition or construction of the Apartment 
Complex.

		1.22	The Mortgage Loans (other than the Preservation Loan) are 
being financed through the issuance of tax-exempt bonds, the interest on which 
is exempt under Section 103 of the Code; the bonds are taken into account 
under Section 146 of the Code; and the principal payments on the Mortgage 
Loans (other than the Preservation Loan) will be applied within a reasonable 
period to redeem the bonds, the proceeds of which were used to provide the 
Mortgage Loans (other than the Preservation Loan).

		1.23	The Low-Income Housing Tax Credits allocated to the 
Apartment Complex will not exceed the amount the Agency determines is 
necessary for the financial feasibility of the Apartment Complex and its 
viability as a qualified low-income housing project throughout the credit 
period.

		1.24	To the best of the Operating General Partner's knowledge, 
the proposed operations of the Apartment Complex and the Partnership satisfy 
the requirements of Connecticut's Qualified Allocation Plan, including any 
specific targeting, set-asides or other factors upon which the Connecticut 
Housing Finance Authority based its determination that the proposed operations 
of the Apartment Complex and the Partnership satisfy the Qualified Allocation 
Plan.

		1.25	The Operating Partnership has elected pursuant to Code 
Section 42 to lock in the applicable Tax Credit rate prior to placement in 
service of each building.

		1.26	[Intentionally Omitted].

		1.27	The Operating General Partner will not reduce its 
aggregate interest, as Operating General Partner, in the Partnership below 1% 
of all material items of the Partnership income, gain, loss, deduction, and 
credit.  The 1% interest will be calculated without regard to any limited 
partner interest or interests in the Partnership that the Operating General 
Partner have or may obtain.

		1.28	The Operating General Partner and any entity that is 
related to the Operating General Partner or to the Operating Partnership and 
that receives a fee from the Operating Partnership, directly or indirectly, is 
on the accrual method of accounting for tax purposes.  If any fee received by 
the Operating General Partner is treated as a guaranteed payment under Section 
707(c) of the Code, the Operating General Partner will recognize such fee as 
income at the time such fee is accrued by the Operating Partnership.

		1.29	The Operating General Partner will be actively involved 
in the management and operation of the Operating Partnership, will devote 
substantial and continuing attention to the activities of the Operating 
Partnership, and will provide substantial services to the Operating 
Partnership.

		1.30	The development and leasing activity in which the 
Operating Partnership will engage will not contain personal or recreational 
benefit for the partners of the Operating Partnership.

		1.31	The Operating Partnership will keep active records and 
carry out the proposed activity in a manner consistent with profitable 
businesses in the same activity.

		1.32	The Operating Partnership will have an objective to carry 
on businesses for profit and divide the gains therefrom.

		1.33	The Operating Partnership may earn a profit, including 
profit from appreciation in the value of the Apartment Complex.

		1.34	The Mortgage Loans and all other debt financing of the 
Apartment Complex require the noncontingent repayment of principal on or 
before a fixed maturity date, and will be considered and treated as a loan by 
the Lenders.

		1.35	None of the Operating Partnership's Lenders is a party 
from whom the Operating Partnership acquired any portion of the Apartment 
Complex, and none of the financing was issued in exchange for any portion of 
the Apartment Complex.  None of the Operating Partnership's Lenders will 
receive a fee with respect to the Operating Partnership's investment in the 
Apartment.

		1.36	Following is a description of any and all existing or 
proposed financing of the Apartment Complex that involves any direct or 
indirect grant or federal subsidy (including, without limitation, federal 
grants, below-market interest rate loans, and tax-exempt bonds):  the 
Connecticut Housing Finance Authority is making the Mortgage Loans, which are 
being funded by the issuance of Connecticut's 1996 Multi-Family Housing 
Revenue Bonds.

		1.37	The Project will not receive moderate rehabilitation 
assistance under Section 8(e)(2) of the United States Housing Act of 1937 
(unless pursuant to the Stewart B. McKinney Homeless Assistance Act of 1988).

		1.38	If the Apartment Complex is a scattered site project 
within the meaning of Code Section 42, 100% of the rental units in the 
Apartment Complex will be rent-restricted within the meaning of Code Section 
42.

		1.39	All Units in the Apartment Complex are to be of equal 
quality and all Apartment Complex amenities are to be made available to all 
tenants on a comparable basis without separate fees except for one unit in 
which the on-site manager shall reside.

		1.40	There will be no direct or indirect personal liability of 
the Operating Partnership or of any of the Partners for the repayment of the 
principal of and payment of interest on the Mortgage Loans, and the sole 
recourse of the Lender under the Mortgage Loans, with respect to the principal 
thereof and interest thereon, shall be to the property securing the 
indebtedness.

		1.41	All representations and disclosures made by the Operating 
General Partner to the Agency with respect to the Project and the Partnership 
in connection with the Low Income Housing Tax Credit Allocation Application 
remain true and correct on the date hereof and the Partnership has complied 
with all conditions to the allocation of Tax Credits imposed by the Agency.

		1.42	At least 50% of the aggregate basis of the Land and 
buildings comprising the Apartment Complex will be financed by the Mortgage 
Loans.

2.	Indemnification

		2.01	The Operating General Partner (for purposes of this 
Section 2.01, the "Indemnifying Parties" or, individually, an "Indemnifying 
Party") agrees to indemnify and hold harmless the Limited Partners (for 
purposes of this Section 2.01, the "Indemnified Parties" or, individually, an 
"Indemnified Party") and each officer, director, employee and person, if any, 
who controls any Indemnified Party against any losses, claims, damages or 
liabilities (collectively, "Liabilities"), joint or several, to which any 
Indemnified Party or such officer, director, employee or controlling person 
may become subject, insofar as such Liabilities or actions in respect thereof 
arise out of or are based upon (i) a breach by such Indemnifying Party of any 
of its representations, warranties or covenants to such Indemnified Party or 
any such of its officers, directors, employees or controlling persons under 
this Certification and Agreement or (ii) liability in connection with the Land 
and/or the Apartment Complex, as each term is defined in the Operating 
Partnership Agreement, under any statute, regulation, ordinance, or other 
provision of federal, state, or local law or any civil action pertaining to 
the protection of the environment or otherwise pertaining to public health or 
employee health and safety, including, without limitation, protection from 
hazardous waste, lead-based paint, methane gas, urea formaldehyde insulation, 
oil, toxic substance, underground storage tanks, polychlorinated biphenals 
(PCBs), and radon; and to reimburse each such Indemnified Party and each such 
officer, director, employee or controlling person for any legal or other 
expenses reasonably incurred by it or them in connection with defending 
against any such Liability or action; provided, however, that the Indemnifying 
Party shall not be required to indemnify any Indemnified Party or any such 
officer, director, employee or controlling person for any payment made to any 
claimant in settlement of any Liability or action unless such payment is 
approved by the Indemnifying Party or by a court having jurisdiction of the 
controversy.  This indemnity agreement shall remain in full force and effect 
notwithstanding any investigation made by any party hereto, shall survive the 
termination of any agreement which refers to this indemnity and shall be in 
addition to any liability which the Indemnifying Party may otherwise have.

		2.02	No Indemnifying Party shall be liable under the indemnity 
agreements contained in Section 2.01 unless the Indemnified Party shall have 
notified the Indemnifying Party in writing within forty-five (45) business 
days after the summons or other first legal process giving information of the 
nature of the claim shall have been served upon the Indemnified Party or any 
such of its officers, directors, employees or controlling persons, but failure 
to notify an Indemnifying Party of any such claim shall not relieve it from 
any liability which it may have to the Indemnified Party or any such of its 
officers, directors, employees or controlling persons against whom action is 
brought otherwise than on account of its indemnity agreement contained in 
Section 2.01.  In case any action is brought against any Indemnified Party or 
any such of its officers, directors, employees or controlling persons upon any 
such claim, and it notifies the Indemnifying Party of the commencement thereof 
as aforesaid, the Indemnifying Party shall be entitled to participate at its 
own expense in the defense, or, if it so elects, in accordance with 
arrangements satisfactory to any other Indemnifying Party or parties similarly 
notified, to assume the defense thereof, with counsel who shall be reasonably 
satisfactory to such Indemnified Party or any such of its officers, directors, 
employees or controlling persons and any other Indemnified Parties who are 
defendants in such action; and after notice from the Indemnifying Party to 
such Indemnified Party or any such of its officers, directors, employees or 
controlling persons of its election so to assume the defense thereof and the 
retaining of such counsel by the Indemnifying Party, the Indemnifying Party 
shall not be liable to such Indemnified Party or any such of its officers, 
directors, employees or controlling persons for any legal or other expenses 
subsequently incurred by such Indemnified Party or any such of its officers, 
directors, employees or controlling persons in connection with the defense 
thereof.

3.	Miscellaneous

		3.01	This Certification and Agreement is made solely for the 
benefit of the Operating Partnership, the Operating General Partner, Hinckley, 
Allen & Snyder, Peabody & Brown and Tobin, Carberry, O'Malley, Riley & 
Selinger, PC, the Limited Partners (and, to the extent provided in Section 2, 
the officers, directors, partners, employees and controlling persons referred 
to therein), and their respective successors and assigns, and no other person 
shall acquire or have any right under or by virtue of this Agreement.

			3.02	This Certification and Agreement may be executed in 
several counterparts, each of which shall be deemed to be an original, all of 
which together shall constitute one and the same instrument.

			3.03	Terms used in this Certification and Agreement but not 
otherwise defined herein shall have the meanings given them in the Operating 
Partnership Agreement.

	IN WITNESS WHEREOF, the undersigned have set their hands and seals as of 
the date first above written.

	OPERATING PARTNERSHIP:

	BUTLER STREET/HANOVER TOWERS
	LIMITED PARTNERSHIP 

		By: HANOVER TOWERS OF MASSACHUSETTS
		       LLC, its General Partner

		By: FIRST ATLANTIC HOUSING, INC., its Manager


		By:  /s/ Elizabeth R. Collins
		     Elizabeth R. Collins, Vice President

	
		OPERATING GENERAL PARTNER:

		HANOVER TOWERS OF MASSACHUSETTS  LLC

		By: FIRST ATLANTIC HOUSING, INC., its Manager

		By:  /s/ Elizabeth R. Collins
		     Elizabeth R. Collins, Vice President


		



Exhibit A

Butler Street/Hanover Towers Limited Partnership Fact Sheet


1.	Sources and Uses of Funds

	Sources of Funds

	First Mortgage Loans:	$4,629,000
	Second Mortgage Loan:	$710,000
	General Partner Equity	$1,332,000
	Limited Partner Equity:	$1,065,649

 	Application of Funds

	Total Construction Cost  	$1,037,040
	Soft Costs			$5,994,965
	Land				$580,000
	Development Fee		$400,900

2.	Financing

	A.	Lender:  	Connecticut Housing Finance Authority

	(i)	Mortgage Amount:	$2,775,000
	(ii)	Interest Rate: 	7%
	(iii)	Term:  		14 years

	B.	Lender:  	Connecticut Housing Finance Authority

	(i)	Mortgage Amount:	$1,854,000
	(ii)	Interest Rate: 	7.75%
	(iii)	Term:  		30 years

	C	Lender:  	Connecticut Housing Finance Authority

	Preservation Loan
	(i)	Mortgage Amount:	$710,000
	(ii)	Interest Rate: 	6% (accrual 30 years)
	(iii)	Term:  		60 years


3.	Construction and Permanent Junior Financing:  		N/A

4.	Eligible Basis:  	

	Acquisition	Rehabilitation

	$2,954,555	$1,866,787

5.	Qualified Basis:  		

	Acquisition	Rehabilitation

	$2,954,555	$1,866,787

6.	GP Capital Contribution:  		$1,332,000

8.	Rent-up Schedule:	100% July 1997

9.	Projected Credit to the
	 Investment Partnership (99%):  

	A.	for year 1 $53,527 (1997)
	B.	for years 2 through 10 $174,696
	C.	for year 11 $121,169

10.	Total Projected Credit to the
	 Operating Partnership (100%):

	A.	for year 1 $54,067
	B.	for year 2 $176,460
	C.	for years 3  $122,392

11.	Tax Credit Approval:

		A.	Application:
			1.	Date:  October 1996
			2.	Credit Amount Requested:  $170,955 Annually

		B.	Credit Reservation:  N/A (Tax Exempt Bonds)
			1.	Date:  N/A
			2.	Estimated Credit Amount Reserved:  

		C.	Carryover Allocation:  N/A
			1.	Date:  N/A
			2.	Credit Amount Allocated:   N/A

		D.	Credit Rate Lock-in Agreement
			1.	Date:   1/2/97
			2.	Rate locked-in:  3.66%

		E.	Form 8609
			1.	Date:  To be Determined
			2.	Credit Amount Allocated:  To be Determined

12.	Apartment Complex:

		A.	Name: Hanover Towers Apartments
		B.	Address:  Butler Street, Meriden, CT 06450
		C.	County:  New Haven
		D.	Type of Project:  Seniors

13.	1996 Area Median Income:  3 person very low income $24,450

14.	Type of Units:  

                            	Unit		                Basic	  Utility
                           	Number	  Square Ft.	   Rent	  Allowance

1-Bedroom	                   80	         600	        $611	  $24
2-Bedroom	                   20	         875	        $734	  $26

15.	Difference between rents allowed
	by FmHA and rents allowed under
	the Rent Restriction Test:			N/A

16.	Rental Assistance:  Section 8

17.	(Projected) Annual Operating Expenses:  	$453,551 (includes replacement 
Reserve Funding and Supplemental 
Replacement Reserve account)

18.	Replacement Reserve Account

	A.	Initial: $25,000
	B.	Annual $49,900

19.	Supplemental Replacement Reserve:

	A.	Annual commencing in 1998: $-0-

20.	Tenant Transition Fund: (from proceeds of Installments)

	A.	Initial: $220,000
	B.	Annual $15,000 (last year of funding: 2009)

21	Amount of Annual Asset Management Fee to Boston Capital Communications
	Limited Partnership:    $5,000
	Guaranteed portion of Asset Management Fee: $5,000

22.	Amount of Annual Incentive Partnership Management Fee:  $5,000

23.	Amount of Total Depreciable Basis Allocated to Personal
	Property:  to be determined

24.	Completion Date:   December 1997

25.	Total Capital Contribution of Investment Partnership:  $1,065,649

26.	Schedule of Capital Contributions

	First Installment $860,000
	Second Installment $110,000
	Third Installment $83,000
	Fourth Installment $12,649

27.	Fees, Special Distributions and Other Items to be paid from Capital 
Contributions

	A.	Development Fee:	$400,900 (Total Fee)
	$276,256 (Deferred Portion)

	B.	Special Return of GP Capital			N/A

28.	Consulting Fee to Boston Capital		N/A
Partners, Inc.

29.	A.  	General Partner:  Hanover Towers of Massachusetts LLC
		Attn:  	Christopher Collins
	Elizabeth R. Collins
	Address: 	One Boston Place, Suite 2100, Boston, MA 02108
	Telephone Number:	(617) 624-8900

30.	Developer:  (Joint)

	A.	First Atlantic Housing, Inc.
	Atten:	Christopher W. Collins, Elizabeth R. Collins
	Address: One Boston Place, Boston, MA 02108
	Telephone Number:	(617) 624-8900

	B.	American Housing, Inc.
	100 Middle Street, Tower B
	Portland, ME 04101

31.	Ownership Interests	Contribution	Percentage Interest

	General Partner	$1,332,000	1.0%
	Investment Partnership	$1,065,649	98.99%
	Special Limited Partner	$10	0.01%

32.	Management Agent:  Carabetta Management Co.
	Attn: 
	Address: 200 Pratt Street, Meriden, CT 
Telephone Number:  (203) 237-7400

Amount of Fee:   

33.	Builder:  Equity Builders, Inc.
	Attn:  Kirk Rogers
	Address:  100 Middle Street, Portland, ME 04104
	Telephone Number:  (207) 772-9779

Amount of Compensation:   Unknown

Builder's Profit:   Unknown

34.	Subcontractor:  N/A
	Attn:
	Address:     
	Telephone Number:

35.	Architect:  Latrobe/Archimage Architects
	Attn:  Sheldon Crosby
	Address:    16 Ensign Drive, Avon, CT 06001
	Telephone Number:(860) 677-7676

	Amount of Fee:

36.	Auditor: Reznick, Fedder & Silverman
	Attn:
	Address:
	Telephone Number:

37.	Tax Return Preparer: Reznick, Fedder & Silverman
	Attn:
	Address: 
	Telephone Number: 

38.	Federal Taxpayer ID Number: to be determined

39.	State Housing Credit Agency:	Connecticut Housing Finance Authority

40.	State Housing Agency LIHTC Project Number:   to be determined

41.	Operating Deficit Guaranty  $300,000 cap, 3 years

42.	Guarantor:   First Atlantic Housing, Inc., American Housing Preservation 
Corporation & Michael A. Liberty

cc:	Boston Capital Communications Limited Partnership Accounting Department


Exhibit B

Certificate of Operating Partnership and
Operating General Partner Re: Lack of Disqualifications

	The Operating Partnership and its Operating General Partner (as 
identified 
on the Certification and Agreement to which this Certificate is attached as 
Exhibit B) hereby represent to you that none of (i) the Operating Partnership, 
(ii) any predecessor of the Operating Partnership, (iii) any of the Operating 
Partnership's affiliates ("affiliate" meaning a person that controls or is 
controlled by, or is under common control with, the Operating Partnership), 
(iv) 
any sponsor (meaning any person who (1) is directly or indirectly instrumental 
in organizing the Operating Partnership or (2) will directly or indirectly 
manage or participate in the management of the Operating Partnership or (3) 
will 
regularly perform, or select the person or entity who will regularly perform, 
the primary activities of the Operating Partnership), (v) any officer, 
director, 
principal or general partner of the Operating Partnership or of any sponsor, 
(vi) the officer, director, principal, promoter or general partner of any 
Operating General Partner, (vii) any beneficial owner of ten percent (10%) or 
more of any class of the equity securities of the Operating Partnership or of 
any sponsor (beneficial ownership meaning the power to vote or direct the vote 
and/or the power to dispose or direct the disposition of such securities), 
(viii) any promoter of the Operating Partnership (meaning any person who, 
acting 
alone or in conjunction with one or more other persons, directly or indirectly 
has taken, is taking or will take the initiative in founding and organizing 
the 
business of the Operating Partnership or any person who, in connection with 
the 
founding and organizing of the business or enterprise of the Operating 
Partnership, directly or indirectly receives in consideration of services or 
property, or both services and property, ten percent (10%) or more of any 
class 
of securities of the Operating Partnership or ten percent (10%) or more of the 
proceeds from the sale of any class of such securities; provided, however, a 
person who receives such securities or proceeds either solely as underwriting 
commissions or solely in consideration of property shall not be deemed a 
promoter if such person does not otherwise take part in founding and 
organizing 
the enterprise) presently connected with the Operating Partnership in any 
capacity:

		(1)	Has filed a registration statement which is the subject of 
any pending proceeding or examination under the securities laws of any 
jurisdiction, or which is the subject of a any refusal order or stop order 
thereunder entered within five (5) years prior to the date hereof;

		(2)	Has been convicted of or pleaded nolo contendere to a 
misdemeanor or felony or, within the last ten (10) years, been held liable in 
a 
civil action by final judgment of a court based upon conduct showing moral 
turpitude in connection with the offer, purchase or sale of any security, 
franchise or commodity (which term, for the purposes of this Certificate shall 
hereinafter include commodity futures contracts) or any other aspect of the 
securities or commodities business, or involving racketeering, the making of a 
false filing or a violation of Sections 1341, 1342 or 1343 of Title 18 of the 
United States Code or arising out of the conduct of the business of an issuer, 
underwriter, broker, dealer, municipal securities dealer, or investment 
adviser, 
or involving theft, conversion, misappropriation, fraud, breach of fiduciary 
duty, deceit or intentional wrongdoing including, but not limited to, forgery, 
embezzlement, obtaining money under false pretenses, larceny fraudulent 
conversion or misappropriation of property or conspiracy to defraud, or which 
is 
a crime involving moral turpitude, or within the last five (5) years of a 
misdemeanor or felony which is a criminal violation of statutes designed to 
protect consumers against unlawful practices involving insurance, securities, 
commodities, real estate, franchises, business opportunities, consumer goods 
or 
other goods and services;

		(3)	Is subject to (a) any administrative order, judgment or 
decree entered within five (5) years prior to the date hereof entered or 
issued 
by or procured from a state securities commission or administrator, the 
Securities and Exchange Commission ("SEC"), the Commodities Futures Trading 
Commission or the U.S. Postal Service, or to (b) any administrative order or 
judgment, arising out of the conduct of the business of an underwriter, 
broker, 
dealer, municipal securities dealer, or investment adviser, or involving 
deceit, 
theft, fraud or fraudulent conduct, or breach of fiduciary duty, or which is 
based upon a state banking, insurance, real estate or securities law or (c) 
has 
been the subject of any administrative order, judgment or decree in any state 
in 
which fraud, deceit, or intentional wrongdoing, including, but not limited to, 
making untrue statements of material fact or omitting to state material facts, 
was found;

		(4)	Is subject to any pending proceeding in any jurisdiction 
relating to the exemption from registration of any security or offering, or to 
any order, judgment or decree in which registration violations were found or 
which prohibits, denies or revokes the use of any exemption from registration 
in 
connection with the offer, purchase or sale of securities, or to an SEC 
censure 
or other order based on a finding of false filing;

		(5)	Is subject to any order, judgment or decree of any court or 
regulatory authority of competent jurisdiction entered within five (5) years 
prior to the date hereof, temporarily, preliminarily or permanently 
restraining 
or enjoining such persons from engaging in or continuing any conduct or 
practice 
in connection with any aspect of the securities or commodities business or 
involving the making of any false filing or arising out of the conduct of the 
business of an underwriter, broker, dealer, municipal securities dealer, or 
investment adviser, or which restrains or en joins such person from activities 
subject to federal or state statutes designed to protect consumers against 
unlawful or deceptive practices involving insurance, banking, commodities, 
real 
estate, franchises, business opportunities, consumer goods and services, or is 
subject to a United States Postal Service false representation order entered 
within five (5) years prior to the date hereof, or is subject to a temporary 
restraining order or preliminary injunction with respect to conduct alleged to 
have violated Section 3005 of Title 39 of the United States Code; 

		(6) 	Is suspended or expelled from membership in, or suspended or 
barred from association with a member of, an exchange registered as a national 
securities exchange, an association registered as a national securities 
association, or any self-regulatory organization registered pursuant to the 
Securities Exchange Act of 1934, or a Canadian securities exchange, or 
association or self-regulatory organization operating under the authority of 
the 
Commodity Futures Trading Commission, or is subject to any currently effective 
order or order entered within the past five years of the SEC, the Commodity 
Futures Trading Commission or any state securities administrator denying 
regis-
tration to, or revoking or suspending the registration of, such person as a 
broker-dealer, agent, futures commission merchant, commodity pool operator, 
commodity trading adviser or investment adviser or associated person of any of 
the foregoing, or prohibiting the transaction of business as a broker-dealer 
or 
agent;

		(7)	Has, in any application for registration or in any report 
required to be filed with, or in any proceeding before the SEC or any state 
securities commission or any regulatory authority willfully made or caused to 
be 
made any statement which was at the time and in the light of the circumstances 
under which it was made false or misleading with respect to any material fact, 
or has willfully omitted to state in any such application, report or 
proceeding 
any material fact which is required to be stated therein or necessary in order 
to make the statements made, in the light of the circumstances under which 
they 
are made, not misleading, or has willfully failed to make any required 
amendment 
to or supplement to such an application, report or statement in a timely 
manner;

		(8)	Has willfully violated any provision of the Securities Act 
of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, 
the Investment Advisers Act of 1940, the Investment Company Act of 1940, the 
Commodity Exchange Act of 1974 or the securities laws of any state, or any 
predecessor law, or of any rule or regulation under any of such statutes;

		(9)	Has willfully aided, abetted, counseled, commanded, induced 
or procured the violation by any other person of any of the statutes or rules 
or 
regulations referred to in subsection (8) hereof;

		(10)	Has failed reasonably to supervise his agents, if he is a 
broker-dealer, or his employees, if he is an investment adviser, but no person 
shall be deemed to have failed in such supervision if there have been 
established procedures, and a system for applying such procedures, which would 
reasonably be expected to prevent and detect, insofar as practicable, any 
violation of statutes, rules or orders described in subsection (8) and if such 
person has reasonably discharged the duties and obligations incumbent upon him 
by reason of such procedures and system without reasonable cause to believe 
that 
such procedures and system were not being complied with;

		(11) 	Is subject to a currently effective state administrative 
order or judgment procured by a state securities administrator within five (5) 
years prior to the date hereof or is subject to a currently effective United 
States Postal Service fraud order or has engaged in dishonest or unethical 
practices in the securities business or has taken unfair advantage of a 
customer 
or is the subject of sanctions imposed by any state or federal securities 
agency 
or self-regulatory agency;

		(12)	Is insolvent, either in the sense that his liabilities 
exceed his assets or in the sense that he cannot meet his obligations as they 
mature, or is in such financial condition that he cannot continue his business 
with safety to his customers, or has not sufficient financial responsibility 
to 
carry out the obligations incident to his operations or has been adjudged a 
bankrupt or made a general assignment for the benefit of creditors; or

		(13)	Is selling or has sold, or is offering or has offered for 
sale, in any state securities through any unregistered agent required to be 
registered under the Securities Act of the State or for any broker-dealer or 
issuer with knowledge that such broker-dealer or issuer had not or has not 
complied with the Securities Act of the State.

	If the Operating Partnership is subject to the requirements of Section 
12, 
14 or 15(d) of the Securities Exchange Act of 1934, then the Operating 
Partnership has filed all reports required by those Sections to be filed 
during 
the twelve (12) calendar months preceding the date hereof (or for such shorter 
period that the Operating Partnership was required to file such reports).