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

                                   ----------

                                    FORM 10-K/A
(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>



     Additional information required by Item 402 and 404 of Regulation S-K is
incorporated by reference to the Proxy Statement dated March 31, 1998 filed with
the Securities and Exchange Commission.

                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a)  1. Financial Statements - see Index to Consolidated Financial
        Statements, Schedules, and Summary Quarterly Financial Information
        included under Item 8, Appendix A, on page F-2 of this report.

     2. Financial Statement Schedule - Consolidated Financial Statement
        Schedule to the Consolidated Financial Statements are included under
        Item 8, Appendix A on pages F-37 through F-52.  Certain other
        schedules are omitted as they are not applicable or not required or
        because the information is provided in the Consolidated Financial
        Statements or the Notes thereto.

     3. Separate Financial Statements - as required by Rule 3-09 of
        Regulation S-X. The separate financial statements and schedule for
        Spring Valley Partnership and Brookwood Village Joint Venture are
        included under Item 8 (Appendix A) on pages F-54 to F-80 of this
        report.

(b) Exhibits:

    Number and Description
    Under Regulation S-K

    The following reflects all applicable Exhibits required under Item 601
    of Regulation S-K:

    2)    Plan of Acquisition, Reorganization, Arrangement, Liquidation or
          Succession.

            (2.1)       BRI River Oaks First Amended and Restated Agreement of
                        Limited Partnership, dated May 1, 1995. [Exhibit 2.1 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (2.2)       BRI Newport First Amended and Restated Agreement of
                        Limited Partnership, dated May 1, 1995. [Exhibit 2.2 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (2.3)       BRI Altamonte First Amended and Restated Agreement of
                        Limited Partnership, dated May 1, 1995. [Exhibit 2.3 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (2.4)       BRI Huntington Chase First Amended and Restated
                        Agreement of Limited Partnership, dated May 1, 1995.
                        [Exhibit 2.4 to Company's Annual Report on Form 10-K for
                        the year ended December 31, 1995 (File No. 1-10660)].*

            (2.5)       BRI Pointe West First Amended and Restated Agreement of
                        Limited Partnership, dated May 1, 1995. [Exhibit 2.5 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (2.6)       BRI Timbers First Amended and Restated Agreement of
                        Limited Partnership, dated May 1, 1995. [Exhibit 2.6 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*


                                      -1-

<PAGE>

            (2.7)       BRI Plantation Colony First Amended and Restated
                        Agreement of Limited Partnership, dated May 1, 1995.
                        [Exhibit 2.7 to Company's Annual Report on Form 10-K for
                        the year ended December 31, 1995 (File No. 1-10660)].*

            (2.8)       BRI Southwest Apartments First Amended and Restated
                        Agreement of Limited Partnership, dated May 1, 1995.
                        [Exhibit 2.8 to Company's Annual Report on Form 10-K for
                        the year ended December 31, 1995 (File No. 1-10660)].*

            (2.9)       BRI Texas Apartments First Amended and Restated
                        Agreement of Limited Partnership, dated May 1, 1995.
                        [Exhibit 2.9 to Company's Annual Report on Form 10-K for
                        the year ended December 31, 1995 (File No. 1-10660)].*

            (2.10)      BRI Park Colony - Woodland First Amended and Restated
                        Agreement of Limited Partnership, dated April 5, 1995.
                        [Exhibit 2.10 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1995 (File No.
                        1-10660)].*

            (2.11)      Amended and Restated Agreement of Limited Partnership of
                        BRI OP Limited Partnership, dated May 1, 1995. [Exhibit
                        2.11 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1995 (File No. 1-10660)].*

            (2.12)      Amendment No. 1 to BRI OP Limited Partnership Agreement
                        among Berkshire Realty Company, Inc. and GN Limited
                        Partnership, dated October 2, 1995. [Exhibit 2.12 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (2.13)      Amendment No. 2 to BRI OP Limited Partnership Agreement
                        among Berkshire Realty Company, Inc. and GN Limited
                        Partnership, dated December 15, 1995. [Exhibit 2.13 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

         (3)  Articles of Incorporation and By-Laws.

            (3.1)       Restated Certificate of Incorporation of the Company
                        [Exhibit 3.1 to the Company's Registration Statement on
                        Form S-4 (File No. 33-37592)].*

            (3.2)       Certificate of Amendment to Restated Certificate of
                        Incorporation of the Company [Exhibit 3.11 to
                        Post-Effective Amendment No. 1 to the Company's
                        Registration Statement on Form S-4 (File No.
                        33-37592)].*

            (3.3)       By-laws of the Company, as amended on February 4, 1993.
                        [Exhibit 3.3 to Company's Annual Report on Form 10-K for
                        the year ended December 31, 1993 (File No. 10-10660)].*

            (3.4)       By-laws of Berkshire Realty Company, Inc., as amended on
                        February 28, 1996. [Exhibit 3.4 to Company's Annual
                        Report on Form 10-K for the year ended December 31, 1995
                        (File No. 1-10660)].*

         (4)      Instruments defining the rights of security holders, including
                  indentures.

            (4.1)       Berkshire Realty Company, Inc. Certificate of Common
                        Stock. [Exhibit 4.1 to Company's Annual Report on Form
                        10-K for the year ended December 31, 1994 (File No.
                        10-10660)].*

         (10)     Material Contracts.

                                      -2-

<PAGE>

            (10.1)      Exchange Agreement dated June 27, 1991 between Berkshire
                        Realty Company, Inc., a Delaware corporation and Krupp
                        Cash Plus-III Limited Partnership and Krupp Cash Plus-IV
                        Limited Partnership, each of which is a Massachusetts
                        limited partnership. [Exhibit 10.6 to Company's Annual
                        Report on Form 10-K for the year ended December 31, 1991
                        (File No. 1-10660)].*

            (10.2)      Commercial Mortgage Loan and Real Property Purchase
                        Agreement by and between Resolution Trust Corporation as
                        conservator for Great American Federal Savings
                        Association (formerly Great American First Savings Bank)
                        (the "RTC"), and Berkshire Realty Company, Inc., dated
                        October 12, 1992. [Exhibit 10.1 to Company's Report on
                        Form 8-K dated October 14, 1992.(File No. 1-10660)].*

            Property Management Agreements

            (10.3)      Form of Property Management Agreement between the
                        Company, as Owner, and Krupp Realty Company Limited
                        Partnership, now known as Berkshire Realty Enterprises
                        Limited Partnership ("BRE"), as Agent, for Residential
                        Property [Exhibit 10.1 to the Company's Registration
                        Statement on Form S-4 (File No. 33-37592)].*

            (10.4)      Form of Property Management Agreement between the
                        Company, as Owner, and BRE, as Agent, for Commercial
                        Property [Exhibit 10.2 to the Company's Registration
                        Statement on Form S-4 (File No. 33-37592)].*

            Advisory Services Agreement

            (10.5)      Advisory Services Agreement dated October 22, 1990
                        between the Company and Krupp Realty Advisors Limited
                        Partnership, now known as Berkshire Realty Advisors
                        Limited Partnership (the "Advisor") [Exhibit 10.37 to
                        the Company's Registration Statement on Form S-4 (File
                        No. 33-37592)].*

            (10.6)      Amendment No. 1 to Advisory Services Agreement dated
                        December 10, 1990, between the Company and the Advisor
                        [Exhibit 10.40 to Post-Effective Amendment No. 1 to the
                        Company's Registration Statement on Form S-4 (File No.
                        33-37592)].*

            (10.7)      Amendment No. 2 to the Advisory Services Agreement dated
                        January 31, 1991 between the Company and the Advisor.
                        [Exhibit 10.5 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1991 (File No.
                        1-10660)].*

            (10.8)      Amendment No. 3 to the Advisory Services Agreement dated
                        January 31, 1991 between the Company and the Advisor as
                        of May 4, 1994. [Exhibit 10.8 to Company's Annual Report
                        on Form 10-K for the year ended December 31, 1994 (File
                        No. 1-10660)].*

            Credit Agreement

            (10.9)      1992 Credit Agreement among the Company and The First
                        National Bank of Boston, NationsBank of Texas, N.A. and
                        Other Banks which may become parties to this Agreement
                        and The First National Bank of Boston, as Agent dated as
                        of December 30, 1992. [Exhibit 10.2 to Company's Annual
                        Report on form 10K for the year ended December 31, 1993.
                        (File No. 1-10660)].*


                                      -3-

<PAGE>

            (10.10)     Amendment No. 1 to 1992 Credit Agreement among the
                        Company and The First National Bank of Boston and
                        NationsBank of Texas, N.A. as of May 28, 1993. [Exhibit
                        10.10 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1993. (File No. 1-10660)].*

            (10.11)     Amendment No. 2 to 1992 Credit Agreement among the
                        Company and The First National Bank of Boston and
                        NationsBank of Texas, N.A. as of December 1, 1993.
                        [Exhibit 10.11 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1993 (File No.
                        1-10660)].*

            (10.12)     Amendment No. 3 to 1992 Credit Agreement among the
                        Company and The First National Bank of Boston and
                        NationsBank of Texas, N.A. as of January 7, 1994.
                        [Exhibit 10.12 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.13)     Amendment No. 4 to 1992 Credit Agreement among the
                        Company and the First National Bank of Boston and
                        NationsBank of Texas, N.A. as of March 1, 1994. [Exhibit
                        10.13 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1994 (File No. 1-10660)].*

            (10.14)     Amendment No. 5 to 1992 Credit Agreement among the
                        Company and the First National Bank of Boston and
                        NationsBank of Texas, N.A. as of May 1, 1994. [Exhibit
                        10.14 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1994 (File No. 1-10660)].*

            (10.15)     Amendment No. 6 to 1992 Credit Agreement among The
                        Company and the First Nation Bank of Boston and
                        NationsBank of Texas, N.A. as of August 12, 1994.
                        [Exhibit 10.15 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.16)     Amendment No. 7 to 1992 Credit Agreement among The
                        Company and the First Nation Bank of Boston and
                        NationsBank of Texas, N.A. as of August 25, 1994.
                        [Exhibit 10.16 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.17)     Amended 1992 Credit Agreement among Berkshire Realty
                        Company, Inc., BRI OP Limited Partnership and The First
                        National Bank of Boston and NationsBank of Texas, NA as
                        of November 21, 1995. [Exhibit 10.17 to Company's Annual
                        Report on Form 10-K for the year ended December 31, 1995
                        (File No. 1-10660)].*

            (10.18)     Master Credit Facility Agreement by and among BRI OP
                        Limited Partnership, Berkshire Realty Company, Inc., BRI
                        River Oaks Limited Partnership and Washington Mortgage
                        Financial Group, LTD., dated November 17, 1995. [Exhibit
                        10.18 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1995 (File No. 1-10660)].*

            (10.19)     Exhibits to the Master Credit Facility Agreement among
                        BRI OP Limited Partnership, Berkshire Realty Company,
                        Inc., BRI River Oaks Limited Partnership and Washington
                        Mortgage Financial Group, LTD, dated November 17, 1995.
                        [Exhibit 10.19 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1995 (File No.
                        1-10660)].*

            (10.20)     Amendment No. 1 of Amended and Rested 1992 Credit
                        Agreement among the Company and The First National Bank
                        of Boston and

                                      -4-

<PAGE>

                        NationsBank of Texas, N.A. as of March 1, 1996. [Exhibit
                        10.1 to Company's Form 10-Q for the quarter ended
                        September 30, 1996 (File No. 1-10660)].*

            (10.21)     Amendment No. 2 of Amended and Rested 1992 Credit
                        Agreement among the Company and The First National Bank
                        of Boston and NationsBank of Texas, N.A. as of March 1,
                        1996. [Exhibit 10.2 to Company's Form 10-Q for the
                        quarter ended September 30, 1996 (File No. 1-10660)].*

            (10.22)     Amendment No. 3 of Amended and Restated 1992 Credit
                        Agreement among the Company and The First National Bank
                        of Boston and Mellon Bank, N.A. as of June 26, 1996.
                        [Exhibit 10.3 to Company's Form 10-Q for the quarter
                        ended September 30, 1996 (File No. 1-10660)].*

            (10.23)     Amendment No. 4 of Amended and Restated 1992 Credit
                        Agreement among the Company and The First National Bank
                        of Boston and Mellon Bank, N.A. as of July 16, 1996.
                        [Exhibit 10.4 to Company's Form 10-Q for the quarter
                        ended September 30, 1996 (File No. 1-10660)].*

            (10.24)     First Amendment to Master Credit Facility Agreement
                        among BRI OP L.P., BRI River Oaks L.P., BRI Texas
                        Apartments L.P. and Hidden Oaks Partnership and
                        Washington Mortgage Financial Group, LTD and Federal
                        National Mortgage Association as of March, 1996.
                        [Exhibit 10.5 to Company's Form 10-Q for the quarter
                        ended September 30, 1996 (File No. 1-10660)].*

            MORTGAGE NOTES PAYABLE:

            Kidder Peabody Mortgage Capital Corporation

            (10.25)     Master Loan Agreement among BRI Huntington Chase, Inc.,
                        BRI Timbers, Inc., BRI Altamonte, Inc., BRI Newport,
                        Inc. and BRI Point West, Inc., collectively, as
                        Borrowers and Kidder Peabody Mortgage Capital
                        Corporation dated March 31, 1994. [Exhibit 10.17 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1994 (File No. 1-10660)].*

            (10.26)     Mortgage Note among BRI Altamonte, Inc. and Kidder
                        Peabody Mortgage Capital Corporation date March 31,
                        1994. [Exhibit 10.18 to Company's Annual Report on Form
                        10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.27)     Security Deed Note among BRI Huntington Chase, Inc. and
                        Kidder Peabody Mortgage Capital Corporation dated March
                        31, 1994. [Exhibit 10.19 to Company's Annual Report on
                        Form 10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.28)     Mortgage Note among BRI Newport, Inc. and Kidder Peabody
                        Mortgage Capital Corporation dated March 31, 1994.
                        [Exhibit 10.20 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.29)     Mortgage Note among BRI Point West, Inc. and Kidder
                        Peabody Mortgage Capital Corporation dated March 31,
                        1994.[Exhibit 10.21 to Company's Annual Report on Form
                        10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.30)     Deed of Trust among BRI Timbers, Inc. and Kidder Peabody
                        Mortgage Capital Corporation dated March 31, 1994.
                        [Exhibit 10.22 to Company's Annual Report on Form 10-K
                        for the year

                                       -5-

<PAGE>

                        ended December 31, 1994 (File No. 1-10660)].*

            FNMA

            (10.31)     Multi-Family Note Agreement among The Avalon on
                        Abernathy Apartments and Washington Capital DUS, Inc.,
                        dated May 11, 1994. [Exhibit 10.23 to Company's Annual
                        Report on Form 10-K for the year ended December 31, 1994
                        (File No. 1-10660)].*

            (10.32)     Multi-Family Note Agreement among Southpoint at
                        Massepequa Apartments and Washington Capital DUS, Inc.,
                        dated May 11, 1994. [Exhibit 10.24 to Company's Annual
                        Report on Form 10-K for the year ended December 31, 1994
                        (File No. 1-10660)].*

            (10.33)     Multi-Family Note Agreement among Eastlake Village
                        Apartments and Washington Capital DUS, Inc., dated May
                        11, 1994. [Exhibit 10.25 to Company's Annual Report on
                        Form 10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.34)     Multi-Family Note Agreement among Lakes of Jacaranda
                        Apartments and Washington Capital DUS, Inc., dated June
                        22, 1994. [Exhibit 10.26 to Company's Annual Report on
                        Form 10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.35)     Multi-Family Note Agreement among Huntington Downs
                        Apartments and Washington Capital DUS, Inc., dated June
                        22, 1994. [Exhibit 10.27 to Company's Annual Report on
                        Form 10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.36)     Multi-Family Mortgage, Assignment of Rents and Security
                        Agreement among Huntington Downs and Washington Capital
                        DUS, Inc., dated as of June 15, 1994. [Exhibit 10.28 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1994 (File No. 1-10660)].*

            (10.37)     Multi-Family Deed of Trust, Assignment of Rents and
                        Security Agreement among Eastlake Village Apartments,
                        dated as of May 11, 1994. [Exhibit 10.29 to Company's
                        Annual Report on Form 10-K for the year ended December
                        31, 1994 (File No. 1-10660)].*

            (10.38)     Multi-Family Deed to Secure Debt, Assignment of Rents
                        and Security Agreement among Avalon on Abernathy
                        Apartments and Washington Capital DUS, Inc., dated May
                        11, 1994. [Exhibit 10.30 to Company's Annual Report on
                        Form 10-K for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.39)     Multi-Family Mortgage, Assignment of Rents and Security
                        Agreement among Southpoint at Massepequa Apartments and
                        Washington Capital DUS, Inc., dated May 11, 1994.
                        [Exhibit 10.31 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            (10.40)     Multi-Family Mortgage, Assignment of Rents and Security
                        Agreement among Lakes of Jacaranda Apartments and
                        Washington Capital DUS, Inc., dated May 15, 1994.
                        [Exhibit 10.32 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            Plantation Colony

            (10.41)     Multi-Family Note Agreement among Plantation Colony
                        Business Trust and Washington Capital DUS, Inc., dated
                        June 22, 1994. [Exhibit 10.33 to Company's Annual Report
                        on Form 10-K for the year ended December 31, 1994 (File
                        No. 1-10660)].*

                                       -6-

<PAGE>


            (10.42)     Financing Agreement by and among Florida Housing Finance
                        Agency, Washington Capital DUS, Inc., and Plantation
                        Colony Business Trust, date as of September 1, 1994.
                        [Exhibit 10.34 to Company's Annual Report on Form 10-K
                        for the year ended December 31, 1994 (File No.
                        1-10660)].*

            Park Colony

            (10.43)     Assumption Agreement and consent to sale of project
                        dated July 13, 1994 between Florida Housing Finance
                        Agency and SunBank, National Association and BRI Park
                        Colony, Inc. [Exhibit 10.35 to Company's Annual Report
                        on Form 10-K for the year ended December 31, 1994 (File
                        No. 1-10660)].*

            (10.44)     Multi-Family Mortgage, Assignment of Rents and Security
                        Agreement among Hollywood Associates and Florida Housing
                        Finance Agency, dated December 1, 1985. [Exhibit 10.36
                        to Company's Annual Report on Form 10-K for the year
                        ended December 31, 1994 (File No. 1-10660)].*

            (10.45)     Loan Agreement between Florida Housing Finance Agency
                        and BRI Park Colony - Woodland Limited Partnership dated
                        April 1, 1995. [Exhibit 10.40 to Company's Annual Report
                        on Form 10-K for the year ended December 31, 1995 (File
                        No. 1-10660)].*

            (10.46)     Reimbursement Agreement among BRI Park Colony - Woodland
                        Limited Partnership and Mellon Bank, N.A., dated April
                        1, 1995. [Exhibit 10.41 to Company's Annual Report on
                        Form 10-K for the year ended December 31, 1995 (File No.
                        1-10660)].*

            (10.47)     First Amendment to Reimbursement Agreement among Park
                        Colony - Woodland Limited Partnership and Mellon Bank,
                        N.A., dated November 1, 1995. [Exhibit 10.42 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (10.48)     First Supplemental to Loan Agreement between Florida
                        Housing Finance Agency and BRI Park Colony - Woodland
                        Limited Partnership dated October 1, 1995. [Exhibit
                        10.43 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1995 (File No. 1-10660)].*

            Kings Crossing

            (10.49)     Promissory Note Agreement among BRI Texas Apartments
                        Limited Partnership and Life Insurance Company of
                        Georgia, dated May 9, 1995. [Exhibit 10.44 to Company's
                        Annual Report on Form 10-K for the year ended December
                        31, 1995 (File No. 1-10660)].*

            (10.50)     Deed of Trust and Security Agreement among BRI Texas
                        Apartments Limited Partnership and Life Insurance
                        Company of Georgia, dated May 9, 1995. [Exhibit 10.45 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (10.51)     Assignment of Leases and Rents among BRI Texas
                        Apartments Limited Partnership and Life Insurance
                        Company of Georgia, dated May 9, 1995. [Exhibit 10.46 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*



                                       -7-

<PAGE>

            Kingwood Lakes

            (10.52)     Promissory Note Agreement among BRI Texas Apartments
                        Limited Partnership and Security Life of Denver
                        Insurance Company, dated May 9, 1995. [Exhibit 10.47 to
                        Company's Annual Report on Form 10-K for the year ended
                        December 31, 1995 (File No. 1-10660)].*

            (10.53)     Deed of Trust and Security Agreement among BRI Texas
                        Apartments Limited Partnership and Security Life of
                        Denver Insurance Company, dated May 9, 1995. [Exhibit
                        10.48 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1995 (File No. 1-10660)].*

            (10.54)     Assignment of Leases and Rents among BRI Texas
                        Apartments and Security Life of Denver Insurance
                        Company, dated May 9, 1995. [Exhibit 10.49 to Company's
                        Annual Report on Form 10-K for the year ended December
                        31, 1995 (File No. 1-10660)].*

            Other Debt

            (10.55)     Master Repurchase Agreement; Annex I: Supplemental Terms
                        and Conditions; and Annex II: Names and Addresses; dated
                        January 9, 1992 between the Company, a Delaware
                        corporation and The First Boston Corporation. [Exhibit
                        10.7 to Company's Annual Report on Form 10-K for the
                        year ended December 31, 1991 (File No. 1-10660)].*

            (10.56)     Interest Rate Swap Master Agreement among BRI OP Limited
                        Partnership and The First National Bank of Boston, dated
                        October 31, 1995. [Exhibit 10.51 to Company's Annual
                        Report on Form 10-K for the year ended December 31, 1995
                        (File No. 1-10660)].*

            (10.57)     Schedule to the Interest Rate Swap Master Agreement
                        among BRI OP Limited Partnership and The First National
                        Bank of Boston, dated October 31, 1995. [Exhibit 10.52
                        to Company's Annual Report on Form 10-K for the year
                        ended December 31, 1995 (File No. 1-10660)].*

            Other

              1.1       Underwriting Agreement between Berkshire Realty Company,
                        Inc. and Lehman Brothers, Inc., as representative of the
                        Co-Managers dated November 4, 1997.*

              3.1       Bylaws as amended of Berkshire Realty Company, Inc.*

              8.1       Opinion of Peabody & Brown as to tax matters.*

             23.1       Consent of Coopers & Lybrand LLP (dated April 3, 1998).+


            Financial Data Schedules

            (27.1)      Financial Data Schedule - December 31, 1997+

            (27.2)      Financial Data Schedule - December 31, 1996+

            (27.3)      Financial Data Schedule - December 31, 1995+

Reports on Form 8-K

   (a)      Exhibits    

            10.1        Contribution Agreement by and between Turtle Creek
                        Associates Limited Partnership and BRI OP Limited
                        Partnership, dated April 8, 1996. [Exhibit 10.1 to
                        Company's Report on Form 8-K/A dated July 29, 1996 (File
                        No. 1-10660)].*

            10.2        BRI The Point Agreement of Limited Partnership by and
                        between BRI Texas Apartments Limited Partnership and BRI
                        OP Limited Partnership. [Exhibit 10.2 to Company's
                        Report on Form 8-K/A dated July 29, 1996 (File No.
                        1-10660)].*

            10.3        First Amendment to BRI The Point Limited Partnership
                        Agreement by and between BRI Texas Apartments Limited
                        Partnership and BRI OP Limited Partnership, dated March
                        15, 1996. [Exhibit 10.3 to Company's Report on Form
                        8-K/A dated July 29, 1996 (File No. 1-10660)].*

            10.4        Certificate of Limited Partnership of BRI The Point
                        Limited Partnership dated October 20, 1995. [Exhibit
                        10.4 to Company's Report on Form 8-K/A dated July 29,
                        1996 (File No. 1-10660)].*


                                       -8-

<PAGE>

            10.5        Agreement of Release, Assumption of Deed of Trust Note,
                        Deed of Trust and Regulatory Agreement by and among
                        Turtle Creek Associates Limited Partnership, BRI The
                        Point Limited Partnership and Berkshire Mortgage Finance
                        Corporation, dated March 20, 1996. [Exhibit 10.5 to
                        Company's Report on Form 8-K/A dated July 29, 1996 (File
                        No. 1-10660)].*

            10.6        Deed of Trust by and between Turtle Creek Associates
                        Limited Partnership and Berkshire Mortgage Finance
                        Corporation, dated March 14, 1994. [Exhibit 10.6 to
                        Company's Report on Form 8-K/A dated July 29, 1996 (File
                        No. 1-10660)].*

            10.7        Deed of Trust Note by and between Turtle Creek
                        Associates Limited Partnership and Berkshire Mortgage
                        Finance Corporation, dated March 14, 1994. [Exhibit 10.7
                        to Company's Report on Form 8-K/A dated July 29, 1996
                        (File No. 1-10660)].*

            10.8        Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Third
                        Rolling Road Associates Limited Partnership (Third
                        Rolling Road/Coventry) and Questar Investment
                        Corporation dated as of August 25, 1997.*

            10.9        Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Williston
                        Associates and Questar Investment Corporation dated as
                        of August 25, 1997.*

            10.10       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Ridgeview
                        Chase Associates Limited Partnership and Questar
                        Investment Corporation dated as of August 25, 1997.*

            10.11       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Second
                        Kingswood Common Associates Limited Partnership and
                        Questar Investment Corporation dated as of August 25,
                        1997.*

            10.12       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Frederick
                        Road Associates (Jamestown) and Questar Investment
                        Corporation dated as of August 25, 1997.*

            10.13       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Gorn
                        Properties, Inc. (Hilltop) and Questar Investment
                        Corporation dated as of August 25, 1997.*

            10.14       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Rolling
                        Road Associates (Heraldry Square) and Questar Investment
                        Corporation dated as of August 25, 1997.*

            10.15       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Tremaine
                        Associates Limited Partnership (Henley/Rolling Wind) and
                        Questar Investment Corporation dated as of August 25,
                        1997.*

            10.16       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of
                        Plainfield Associates (Hazelcrest) and Questar
                        Investment Corporation dated as of August 25, 1997.*

            10.17       Contribution Agreement dated as of August 25, 1997 among
                        BRI

                                       -9-

<PAGE>

                        OP Limited Partnership and the partners of Fourth
                        Rolling Road Associates Limited Partnership (Fourth
                        Rolling Road/Courtleigh), 19 West Lexington Street
                        Limited Partnership and Questar Investment Corporation
                        dated as of August 25, 1997.*

            10.18       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Purnell
                        Associates (Fairway Ridge) and Questar Investment
                        Corporation dated as of August 25, 1997.*

            10.19       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Stratton
                        Associates Limited Partnership, Fairbrook Associates
                        Limited Partnership (Fairbrook/Stratton Meadows) and
                        Questar Investment Corporation dated as of August 25,
                        1997.*

            10.20       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Diamond
                        Ridge Associates Limited Partnership and Questar
                        Investment Corporation dated as of August 25, 1997.*

            10.21       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Citadel
                        Associates Limited Partnership, Calvert's Walk
                        Associates Limited Partnership and Questar Investment
                        Corporation dated as of August 25, 1997.*

            10.22       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Caliber
                        Associates Limited Partnership, Arborview Associates
                        Limited Partnership and Questar Investment Corporation
                        dated as of August 25, 1997.*

            10.23       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Estates
                        II Funding Corporation, The Estates Limited Partnership
                        and Questar Investment Corporation dated as of August
                        25, 1997.*

            10.24       Contribution Agreement dated as of August 25, 1997 among
                        BRI OP Limited Partnership and the partners of Warren
                        Park Associates and Questar Investment Corporation dated
                        as of August 25, 1997.*

            10.25       Agreement and Plan of Merger among Berkshire Realty
                        Company, Inc., Questar Property Management Corporation
                        and its Shareholders dated as of August 25, 1997.*

            10.26       Agreement and Plan of Merger among Berkshire Realty
                        Company, Inc., Questar Management Company and its
                        Shareholders dated as of August 25, 1997.*

            10.27       Agreement and Plan of Merger among Berkshire Realty
                        Company, Inc., Kingswood Management Company and its
                        Shareholders dated as of August 25, 1997.*

            10.28       Agreement and Plan of Merger among Berkshire Realty
                        Company, Inc., Vector Property Management Company and
                        its Shareholders dated as of August 25, 1997.*

            10.29       Agreement and Plan of Merger among Berkshire Realty
                        Company, Inc., Gorn Management Company and its
                        Shareholders dated as of August 25, 1997.*

            10.30       Agreement and Plan of Merger among Berkshire Realty
                        Company,

                                      -10-

<PAGE>

                        Inc., Arborview Management Company and its Shareholders
                        dated as of August 25, 1997.*

            10.31       Form of Development Acquisition Agreement among Questar
                        Properties, Inc., Stephen M. Gorn, John B. Colvin and
                        BRI OP Limited Partnership.*

            10.32       Development Contribution Agreement (Avalon 1,3,4) among
                        Stephen Gorn, John B. Colvin and BRI OP Limited
                        Partnership dated as of August 25, 1997.*

            10.33       Development Contribution Agreement (Liriope) among
                        Stephen Gorn, John B. Colvin and BRI OP Limited
                        Partnership dated as of August 25, 1997.*

            10.34       Development Contribution Agreement (Granite Run) among
                        Stephen Gorn, John B. Colvin and BRI OP Limited
                        Partnership dated as of August 25, 1997.*

            10.35       Development Contribution Agreement (Avalon 2) among
                        Stephen Gorn, John B. Colvin and BRI OP Limited
                        Partnership dated as of August 25, 1997.*

            10.36       Form of Registration Rights Agreement among Berkshire
                        Realty Company, Inc. and certain partners of BRI OP
                        Limited Partnership.*

            10.37       Loan Agreement between BRI OP Limited Partnership and
                        GGC, L.L.C. dated as of August 25, 1997.*

            10.38       Certificate of Designation designating 2,737,000 shares
                        of Preferred Stock of 2,737,000 shares of Series 1997-A
                        Convertible Preferred Stock (par value $0.01 per share)
                        dated September 30, 1997.*

            10.39       Loan Agreement between BRI OP Limited Partnership and
                        GGC, L.L.C, dated as of August 25, 1997.*

            10.40       Stock Purchase Agreement among Berkshire Realty Company,
                        Inc., Westbrook Real Estate Fund II, L.P. and Westbrook
                        Berkshire Holdings, L.L.C. dated as of September 19,
                        1997.*

            10.41       Exchange and Amendment Agreement among Berkshire Realty
                        Company, Inc., Westbrook Berkshire Holdings, L.L.C. and
                        Morgan Stanley Asset Management, Inc., as attorney in
                        fact for certain clients, dated as of September 30,
                        1997.*

            10.42       Registration Rights Agreement between Berkshire Realty
                        Company, Inc. and Westbrook Berkshire Holdings, L.L.C.*

 

                                      -11-

<PAGE>

            23.1        Consent of Coopers & Lybrand L.L.P. Independent
                        Accountants.*

            23.2        Consent of KPMG Peat Marwick LLP, Independent
                        Accountants.*

            23.3        Consent of Coopers & Lybrand, LLP.*

            23.4        Consent of KPMG Peat Marwick LLP.*

            23.5        Consent of M/PF Research, Inc.*

            23.6        Consent of Peabody & Brown (included in Exhibit 8).*

            *  Incorporated by reference.
            +  Filed herein.

      (b)   Reports on Form 8-K

            Date               Event Reported           Financial Statements
            ----               --------------           --------------------
            October 15, 1997   Changes in Control of    Yes
                                 Registrant
                               Acquisition of Assets
                               Other Events
            October 15, 1997   Prospectus Supplement    None
            October 24, 1997   Earnings Release         Yes

            Reports on Form 8-K/A

            Date               Event Reported           Financial Statements
            ----               --------------           --------------------
            November 5, 1997   Property Acquisition     None
            November 5, 1997   Prospectus Supplement    None




                                      -12-


<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


                                       -13-