UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                   FORM 10-K/A

                                 Amendment No. 2

(Mark One)

[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended      December 31, 1997
                                          -----------------------------

                                       OR

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

        For the transition period from _______________ to _______________

                      Commission file number      1-10660
                                             ----------------------------

                        Berkshire Realty Company, Inc.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)


          Delaware                                            04-3086485
--------------------------------------------------------------------------------
(State or other jurisdiction of                             (IRS Employer
incorporation or organization)                             Identification No.)

470 Atlantic Avenue, Boston, Massachusetts                       02210
--------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code         (617) 423-2233
                                                          --------------------

Securities registered pursuant to Section 12(b) of the Act:

   Title                                   Name of Exchange on which Registered
   -----                                   ------------------------------------
Common Stock                                        New York Stock Exchange
$.01 par value
Warrants to purchase common stock                   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.        Yes  [X]        No  [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K     [ ].

Aggregate market value of voting securities held by non-affiliates of the
registrant was approximately $411,289,000 as of March 2, 1998.

As of March 2, 1998 there were 36,656,925 shares of the registrant's common
stock outstanding.

Documents incorporated by reference: See Item 14 herein. The exhibit index is
located on pages 31 - 42. The total number of pages in this document is 123.


<PAGE>

                                EXPLANATORY NOTE

      On Tuesday March 31, 1998 at 15:57 EST Berkshire Realty Co. Inc. filed a
Form 10-K with the Securities and Exchange Commission (SEC Accession No.
0001029869-98-000440). On Tuesday April 7, 1998 at 17:29 EST a Form 10-K/A was
filed (SEC Accession No. 0001029869-98-000477), the purpose of which was to file
an additional exhibit. Subsequent to this amended filing an error in the initial
filing was noticed on page F-38. The sole purpose of this Amendment No. 2 to
Form 10-K is to correct that error.




<PAGE>
                                   SIGNATURES


     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 30th day of
March, 1998.

                         BERKSHIRE REALTY COMPANY, INC.



                                      By: /s/Douglas Krupp
                                          ----------------
                                          Douglas Krupp, Chairman of the Board
                                          and Director of Berkshire Realty
                                          Company, Inc.


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated, on the 30th day of March, 1998.

Signatures                        Title(s)
----------                        --------

/s/ David Marshall                President, Chief Executive Officer and
----------------------------      Director of Berkshire Realty Company, Inc.
    David Marshall


/s/ Marianne Pritchard            Executive Vice President and Chief Financial
----------------------------      Officer of Berkshire Realty Company, Inc.
    Marianne Pritchard


/s/ J. Paul Finnegan              Director of Berkshire Realty Company, Inc.
---------------------------
    J. Paul Finnegan


/s/ Charles N. Goldberg           Director of Berkshire Realty Company, Inc.
---------------------------
    Charles N. Goldberg


/s/ E. Robert Roskind             Director of Berkshire Realty Company, Inc.
---------------------------
    E. Robert Roskind


/s/ David M. deWilde              Director of Berkshire Realty Company, Inc.
---------------------------
    David M. deWilde


/s/ Terrance R. Ahern             Director of Berkshire Realty Company, Inc.
---------------------------
    Terrance R. Ahern


/s/ Paul D. Kazilionis            Director of Berkshire Realty Company, Inc.
---------------------------
    Paul D. Kazilionis


/s/ Arthur P. Solomon             Director of Berkshire Realty Company, Inc.
---------------------------
    Arthur P. Solomon


                                       -43-
<PAGE>



                 BERKSHIRE REALTY COMPANY, INC. AND SUBSIDIARIES

       SCHEDULE III - Real Estate and Accumulated Depreciation - Continued

                                December 31, 1997

                                                                  Costs
                                                               Capitalized
                                         Initial Cost         Subsequent to
                                        to Partnership         Acquisition
                                    ----------------------    -------------
                                               Buildings        Buildings
                                                  and             and
         Description                Land      Improvements    Improvements
         -----------                ----      ------------    ------------
  Residential
  -----------
  Diamond Ridge
  Baltimore, Maryland              476,124      4,285,111           2,596

  East Lake Village
  Charlotte, North Carolina        531,629      4,784,665       2,612,471

  The Estates
  Pikesville, Maryland           1,345,118     12,106,065           1,650

  Fairway Ridge
  Baltimore, Maryland              703,599      6,332,391          14,110

  Golfside
  Haltom City, Texas             1,444,530      6,988,219       1,070,982

  Harpers Mill
  Millersville, Maryland         1,225,560      6,842,645         605,007

  Hazelcrest
  Baltimore, Maryland              117,361      1,056,252           2,050

  Heraldry Square
  Baltimore, Maryland              999,268      8,993,412          29,904

  Highland Ridge,
  Nashville, Tennessee             720,695      6,486,261       1,482,031

  Hilltop
  Baltimore, Maryland              132,216      1,189,947             869

  Hunters Glen
  Plano, Texas                   1,465,565      8,655,738       1,654,024

  Huntington Brook
  Dallas, Texas                  2,263,094      9,819,628         229,757

  Huntington Chase
  Norcross, Georgia              1,423,792     17,862,948       2,009,459

  Huntington Downs
  Greenville, South Carolina       791,173     18,091,240       1,613,205

  Huntington Lakes
  Dallas, Texas                  2,781,562     15,315,785         236,182

  Huntington Ridge
  Irving, Texas                  1,517,733      8,057,870          45,825

  Indigo on Forest
  Dallas, Texas                 10,951,649     26,256,230       5,631,199


                                      F-38