As with any investment, this offering involves certain risks which are detailed in the Risk Factors section of the Boston Capital Real Estate Investment Trust, Inc. prospectus. Please consult the prospectus for a discussion of the following risks and other risks:

• We will rely on Boston Capital REIT Advisors, LLC, our advisor and an affiliate of our Company, to select properties and conduct our operations. Our advisor has no previous experience operating a REIT.
  
  
• Our advisor may face various conflicts of interest resulting from its activities with affiliated entities. Our advisor and its affiliates will receive substantial asset management, acquisition and sales fees that are not based on our performance.
  
  
• We may not have available operating cash flows from any of our current communities to pay distributions to stockholders.
  
  
• We have no limitations in our organizational documents regarding the amount of mortgage and other borrowings on our communities, provided, however, that the aggregate amount of our indebtedness outstanding at any time may not exceed 300% of our net assets. High amounts of leverage may reduce cash available for distributions to stockholders.
  
  
• We have elected to qualify as a REIT under the Internal Revenue Service Code (the “Code”). Qualification and treatment as a REIT depend on our ability to meet, on a continuing basis, various tests relating to our distribution rates, diversity of stock ownership and other qualification requirements imposed on REITs. We believe that we have been organized in a manner so as to qualify for treatment as a REIT under the Code, and we intend to remain organized and to operate in such a manner. No assurance can be given that we have so qualified or that we will so qualify for any particular year. If we fail to qualify and to remain qualified as a REIT, our distributions will not be deductible by us, and our income will be subject to taxation. This will reduce our earnings available for distribution to stockholders.
  
  
• Your shares will not be listed on a national securities exchange or market. Therefore, it will be difficult to sell your shares promptly, and if you are able to sell your shares, the sale price may reflect a loss from the price you paid.
  
  
• We anticipate that we will acquire interests in additional communities, which will be a "blind pool" that you will not have the opportunity to evaluate prior to purchasing shares in the offering.
  
  
• We will pay selling commissions to broker-dealers of 7.0% and a dealer-manager fee to Boston Capital Securities, Inc. for reimbursement of marketing expenses of 2.0% out of the offering proceeds raised. We will pay an additional approximately 5.45% of the offering proceeds in fees and expenses to our affiliates for services and as reimbursement for offering- and acquisition-related expenses incurred on our behalf. We will not have as much of the offering proceeds to invest in communities as a result of these payments, which may inhibit our efforts to achieve our investment objectives. We will invest approximately 84.55% of the offering proceeds in apartment communities.
  
  
• We expect to make distributions that include a return of capital. We may use various non-operational sources of cash in order to pay such distributions. For example, we could borrow funds on a short term basis. We could also sell additional shares of stock or we could sell some of our communities. If we do any of the foregoing, we may decrease cash available for future distributions.
  
  
  We have entered into a credit facility through which we have refinanced our affiliate line of credit. For more information, please see Supplement No. 7 dated November 15, 2006 to the Prospectus dated April 14, 2006.

Disclaimer

All material must be read in conjunction with the prospectus. Investors should read the prospectus carefully prior to investing. A copy of the prospectus must be made available to you and an offer can only be made by the prospectus which contains complete information about Boston Capital REIT including investment objectives and risks such as: potential conflicts of interest, lack of liquidity, lack of experience in operating a REIT, risks associated with leveraging the investment, failure to qualify and remain qualified as a REIT, historical operating losses, potential adverse economics, and regulatory changes. An investment in Boston Capital REIT is not suitable for all investors, and such an investment is limited to qualified investors. Boston Capital REIT is subject to higher fees and charges than some traditional investments. For a prospectus and other information about the offering contact your financial advisor or call Boston Capital Securities, Inc. at 800-445-1622. To download a Boston Capital Real Estate Investment Trust, Inc. prospectus click here (using Adobe Acrobat Reader).

Securities offered through Boston Capital Securities, Inc. Member FINRA, SIPC , 800-445-1622